Version 12.1

Article 1 – Object of the Contract

These general terms govern the sale of Services providing financial and commercial information (herein after the "Services") of the CSFR company (Creditsafe France – Solvabilité Entreprise “the Seller”) available on www.creditsafe.com/fr/fr.html. 

CREDITSAFE has its registered head office at 122 rue de Tourcoing 59100 Roubaix under the SIRET n°: 489 724 245 000 35 and the APE code referenced under n°8291Z

Ordering or signing the Contract or accessing the Services implies that the Client agrees to these general terms without any reservations .

No specific condition may prevail over these general terms, save formal written acceptation.

The Seller reserves the right to modify, at any time, these terms. Therefore it is up to the Client to check whenever he/she places an order and that he/she has the latest sales general terms in hand, which are always available on the website.

The Sale of the Services is exclusively intended for professionals, acting within the scope of their business, established within France. The use and consultation of reports on our website are therefore only for those companies which are our clients (or other partners), based in France and not in the subsidiaries based abroad.

Article 2 – Services

The Services sold comprise of information reports, files or databases, monitoring, follow-up or updating of such information (the “Information”), IT programmes or applications (including those remotely accessible), documents and supports (collectively referred to as “Programmes”). The service purchased is moreover specified on the confirmation of the order or the purchasing order.

Article 3 – Order

The Client may place an order by telephone, fax, email or online at www.creditsafe.fr.

The Client is sent a confirmation order by electronic mail, or if there is no email address by standard mail or fax.

After 24 hours following the said confirmation, the order becomes binding and irrevocable and is automatically registered.

Within 48 hours the Client is sent a subscription number accompanied by the access codes and passwords which are confidential and personal for him/her only. He/she will be held responsible for the use of the same.

The invoice is then sent to the Client.

Article 4 – Prices

The prices are given in Euro. They exclude taxes.

In any case, the Seller reserves the right to alter its prices at any time, but the Services will be invoiced based on the rates in force when the order is registered, depending on the availability on the said date. Any price increase will be enforced only when a Contract is renewed or upon signing a new Contract. The duties and taxes in force on the invoicing date will be added to the prices.

Any possible discount or reduction granted by the Seller for one year will not be granted under a Contract renewal for the following years, save specific mention from the Seller.

For any offer of unlimited use contracted in year 1, the use will be limited to 200 reports for the following years under a Contract renewal, save specific mention from the Seller each and every year, or entering into a multi-annual Contract.

Article 5 – Payment

The invoices issued by CSFR will be payable in Euros by cheque, transfer or automatic debit on a bank or post office account within thirty (30) days after the invoicing date without any discount.

Any amount unpaid on the due date will entail :

- the payment of late penalties without a reminder being necessary at the Euribor rate +10 points

- an indemnity for recovery costs amounting to 40 euros - Law N°2012-387 of 22 March 2012

- the immediate payment of any and all invoices not yet due

- the suspension or cancellation of any pending orders

Under the renewal of this contract, all payments will be done within 30 days following the invoicing date.

In the event the client does not comply with one or any of the obligations entailed by these general terms, the client’s access to the website may be suspended or closed immediately and automatically without notification or previous order.

In this case, the possible subscription will be terminated, the credit not yet used by the client will be acquired by the provider as indemnity.

Article 6 – Duration

Save express specification by the Seller on the Order, this Contract is entered upon from its validation date by CSFR’s services for an initial period of twelve (12) months.

During this period, the Client should be contacted by our customer services department that manages new products or the terms of contract renewal.

The end of the Contract entails the end of the services related to it, including the Monitoring services.

At the expiration of this Contract, Articles 4, 5, 6, 9, 10 and 15 will remain in full force.

Article 7 – Rights and Conditions of Use of the Services

CSFR grants the Client non-transferable, non-exclusive personal right to use Information and Programmes (in code format only) in French territory.

Only one user enjoys the use of the Services, Information and Programmes licence on the service premises as specified in the Order, save express and explicit consent to the contrary by the Seller.

The Client is welcome to take advantage of telephone and email assistance during normal business hours (Monday through to Thursday 8:30-12:30, 13:30-17:00 and Friday 8:30-12:30; 13:30-16:00) throughout the validity period of an Order for the versions of the Programme currently under licence.

The Client agrees to inform CSFR of any changes of user by registered letter with acknowledgement of receipt. The Client agrees to inform CSFR immediately of any illicit use of his/her CSFR accesses and Services. He/she also agrees to log out of the CSFR Services when he/she is not using them.

The Client is not allowed to access, use, alter, copy, inverted engineering or other transformation of the Programmes source code.

The Client refrains from using any Service for the purpose of entering into any deceptive or misleading practice. He/she agrees to make use of the Services within strict respect of laws and regulations in force, and more specifically those applying to telemarketing, prospection (including fax and/or email solicitations), and to the protection of personal and private data.

The client agrees not to hinder the smooth running of the services in any way, especially through the intrusion of possible viruses. He/she will accept full responsibility for any breach of this agreement and must, if the case may be, bear the financial consequences.

The Client renounces to copy, upload or download, sell or reproduce under any form the information and Programmes without written permission from CSFR, except to create a suitable number of copies of the Information for the purpose of internal use (and not for the purpose of generalised internal distribution).

The Client agrees not to give the Information, Programmes and Services out to a third party, whether directly on any support or indirectly through an insertion on a data base, a commercialisation list, a report or otherwise.

As well he/she is forbidden from using and allowing the use of the Information for the purpose of producing statistic data, supplied or intended to be given to third parties (including as recommendation basis for other people), and to draw a comparison with other databases supplied or intended to third parties. The Client will inform all his/her employees who will have access to this Information, Programmes and Services of said obligations.

The services, referred to as Monitoring Services, are valid for the contractual period of the order.

Article 8 – Services done by a Third Party

The Client will be authorised to entrust to a third party (herein after the “Third Party”) the treatment or hosting of the Information gathered by CSFR to the Client, provided that the said Third Party and CSFR have signed a specific Contract prior to the Information or Programmes being provided to the said Third Party.

Article 9 – Copyrights and other Property Rights

The Services are the exclusive property of the Seller and constitute protected work as understood by the laws applicable to intellectual property.

The Seller has obtained from the third parties holding the rights over whole or part of the Information and Programmes, if needs be, the right to grant the Client the rights as provided in the Contract.

The Client renounces to use a CSFR trademark, service trademark or trade name or one of its subsidiaries or to publish any press release concerning the Contract or any Order without CSFR’s written permission.

The content of the website (especially the data, information, logos, brands, comments, works, texts, illustrations and pictures, etc.) is protected by French law, notably by the provisions of the code of intellectual property, and the international copyright law. All use of the website's content is limited to the permissions granted in these general sale terms or stipulated in writing by CSFR.

At the end or cancelation of the contract, the Client accepts (except when given a contrary order from CSFR) to delete all the originals and copies of the Information and Services (even the programmes) provided by CSFR within a maximum of ten (10) days. And upon request, to provide CSFR with written proof.

Article 10 – Liability

CSFR will do its best and maximum to use strict procedures and to implement all the diligences required by the practices in the business to update its data base and provide accurate information. CSFR takes due care to set up and update the information accessible on its website, but gives no express or tacit guarantee to the Client. It reserves the right to modify or correct the content of the same at any time without notification.

CSFR cannot guarantee that the offered services will not be interrupted; neither the transmission times nor the security related to the internet network. The user accepts to understand this and accepts all the technical details of the connection, the equipment and the software that he/she uses which provide access to service under the best conditions. Furthermore it is up to

the user to take all the adequate measures he/she will deem useful in order to protect his/her own data and/or software and/or materials of a contamination hazard by possible viruses or other IT infection present on the internet network, CSFR can in no case be held liable of a possible contamination.

Therefore, the user specifically refrains from holding CSFR or the operating director liable in the event of a loss or direct or indirect damage, resulting from the use of www.creditsafe.fr or any information obtained from the said website.

Therefore, the Client assumes full liability for the use of the Information provided by CSFR.

Save express stipulation to the contrary, in this Contract, CSFR does not guarantee the accuracy, comprehensiveness, relevance or aptitude to a particular use of the Services. CSFR does not guarantee that the Services will be given without interruption or error and grants no particular guarantee regarding the availability of a Service, the levels of Services or their content.

CSFR is not held responsible regarding any losses entailed during the provision, compilation, collection, interpretation or delivery of the Services. In any case CSFR may not be held liable for any direct or indirect loss such as, loss caused to a third party, financial loss or shortfall which might be caused, by the use, analysis, interpretation and/or spreading of data done by the Client of the information provided by CSFR or which might result from inaccuracies, errors, obsolescences or omissions. The said inaccuracies, errors, obsolescences or omissions might result from a mistake or negligence (save case of grievous mistake or deceit) from CSFR, one of its agents or one of its representatives or any other cause which escapes CSFR’s control. Even in the case CSFR might have specifically been informed of the use the Client intends to make of the information provided.

It is specifically agreed that if CSFR happened to be found liable in the accomplishment of this Contract, the said liability would be limited to refunding at the proportion of the sums the Client has paid or should have paid for the Service at the origin of the loss, capped at the amount of the sums paid by the Client for one contractual year.

Article 11 – Guarantee and Compensation

The Client agrees to guarantee, to defend and, if the case may be, to compensate CSFR, its parent company, its subsidiaries, related companies, executives and employees, in this respect, for any loss, costs and damages, and any claim or request, including the legal costs reasonably incurred, formulated by a third party, or incurred or suffered by CSFR or its parent company, its subsidiaries, related companies, executives or employees for any use of the services from the Client breaching the terms of this Contract or caused by any negligent act from the Client.

Article 12 – Confidentiality

The Seller agrees to take necessary measures notably relating to its staff, so that the information of any nature given to them be treated as confidential, as such by the Client during the execution of this Contract.

These obligations do not apply to the information which is or will be in the public domain or which, on the date of its communication is the legitimate ownership of the party receiving it, subject to the party that presents this stipulation to bring useful evidences.

Article 13 – Data Protection

13.1 For the purpose of this Agreement "data controller", "personal data", and "processing" have the definitions contained in the Data Protection Legislation and "Data Protection Legislation" means (i) the Data Protection Act 1998, until the effective date of its repeal; (ii) the General Data Protection Regulation ((EU) 2016/679) ("GDPR") and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK; and (iii) any successor legislation to the Data Protection Act 1998 and GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

13.2 This clause sets out the framework for the sharing of personal data between the parties as independent data controllers.

13.3 The Customer is responsible for establishing the lawful basis for processing personal data obtained pursuant to use of the Services and maintaining compliance with the Data Protection Legislation in connection with such data.

13.4 The Customer acknowledges that accessing personal data through the use of the Services is only permitted where the Customer has a lawful basis for doing so and the Customer warrants that it shall only request personal data where the Customer has a lawful basis for doing so.

13.5 The Customer agrees that it shall only access and use the Services for the purpose of credit checking, prospecting, direct marketing, know your customer checks, compliance, data verification and enhancement, debtor trace and other lawful business due diligence purposes.

13.6 The Customer acknowledges that it is its duty to record and demonstrate the existence of its lawful basis for processing.

13.7 Where the Customer uses the monitoring service, Creditsafe will inform the Customer by email whenever there is a relevant change in the data monitored. The Customer shall stop the monitoring service for monitored data when the Customer ceases to have a lawful basis of processing that data.

13.8 Where the Customer provides Creditsafe with data or information which includes Personal Data to enable Creditsafe to provide the data cleanse and append service and/ or the 3D Ledger service, the Customer warrants that it has a lawful basis for doing so and that it has complied with the transparency requirements set out in Articles 13 and 14 of the GDPR as applicable.

13.9 The parties agree that if, following the GDPR coming into force, Creditsafe considers that the provisions of this Clause 4.3 do not comply with GDPR then Creditsafe may adapt, update or amend the terms of this Clause 4.3 to ensure compliance with GDPR.4.3.10 Further, Creditsafe and the Customer both acknowledge that as a result of the United Kingdom leaving the European Union the law relating to privacy and data protection as it applies to this Agreement may change. Should such a situation arise Creditsafe may make any alterations, amendments or updates to this Clause 4.3 that may be required as a result of such changes.

Personal data are collected and processed in accordance with the GDPR. They are necessary to take into account the order of the Customer as well as to the realization of statistics and collected. Company contact details can be forwarded to Creditsafe partners if required.

The Customer has a right of access, rectification and opposition to personal data concerning him. If he wishes to exercise this right, CSFR invites him to write to the IT Department, at the following address Creditsafe France, 122 rue de Tourcoing, 59100 Roubaix or by e-mail contact@creditsafe.fr.

Similarly, in order to improve our quality of service, telephone conversations may be recorded in accordance with current standards and CNIL requirements.

In the event of a dispute concerning an order confirmation made by telephone with a customer, we can then request the extraction of the telephone conversation causing confusion for one or the other of the parties.

Our privacy policy and cookie policy are available in full at www.creditsafe.com .

Article 14 – Modification and interruption of Access to the Website

The Seller reserves the right, at any time, to interrupt temporarily the access to all or part of the website for technical reasons, modification of the contractual terms or bringing in line of the website with the legal or regulatory provisions without having to inform the Client previously.

Article 15 - Case of Emergency

The access to the website and the services is done through the internet network, normally available except in a case of emergency or event outside CSFR’s control. And/or host and subject to possible breakdowns and maintenance operations necessary to the smooth running of the website.

Article 16 – Inaccessibility

This Contract has been negotiated and signed by each of the parties considering the intuit personae connected to the other party. Consequently it can not, without the consent of the other party, be transferred to a third party or be brought to a company. The client is not authorised to resell, sublet or transfer in any way, without CSFR’s prior authorisation, the services or any part of the Client’s rights or obligations as provided by the terms of this Contract.

Article 17- Resolution of Disagreements

The parties agree to prefer a friendly resolution of disputes that could arise from the execution of this contract.

To this effect, in order to find a solution together to any dispute which could arise in the execution of this contract, the parties agree to meet within three weeks of receiving a registered letter with acknowledgement of receipt, notified by one of the two parties.

The conciliation meeting takes place at the registered office of the ordering customer.

If, within 15 days following the said meeting, no agreement has been entered into leading towards a compromise or a solution, the parties will try again to find an acceptable compromise.

Failing to do so, the dispute is then submitted to the legal jurisdiction of the French courts entertaining jurisdiction.

Article 18 – Applicable Law – Attribution of Skill

This contract is subject to French law.

In the event of a dispute relative to the construing and/or the execution and/or the validity of any one of its stipulations, the Commercial Court in Lille will only enjoy jurisdiction, even in the case of several defendants or interim measures.

Article 19 – Other miscellaneous Services

If one aspect of this contract happens to be invalid or not applicable, the said aspect will be withdrawn and the other aspects of the contract will remain enforceable.

If CSFR decides not to exercise or not to claim a right or a provision of this contract, this abstention will not constitute a waiving of the enjoyment of the said right.

Article 20 – Additional Conditions

1. regarding Media Solutions

CSFR is not liable for the quality or availability of the content originating from various sources. All the services of Media Solution and its content are considered as not breaching any law or rights of a third party. CSFR will take all the necessary provisions to put an end to all possible infractions. CSFR is not liable for the client’s negligence or the poor use of the Media Solution service or the contents of third parties. If one of the information websites referred to by Media Solution proves to be a paying site, only the client takes the responsibility of accepting and paying the said amount.

2. regarding our Data Cleaning service

2.1. It Is named “strictly confidential information” any information contained within the Client’s original file submitted to the various data cleaning processes. Functionalities that Data Cleaning offer (Cleaning, de-duplication, enriching).

2.2. Company solvency / Creditsafe confirms:

2.2.1. All “strictly confidential information”, obtained in virtue of the agreements between both parties, will remain confidential. Furthermore, Creditsafe agrees never to disclose the strictly confidential information to any other party (other than its collaborators and/or commissioned experts requiring an access to the said information) without the client’s written consent.

2.2.2. The “strictly confidential information” will in no case be used by any other purpose than for the submitted ones.

2.2.3. When the client buys enriched data via the enriching module of the Data Cleaning, the client agrees to use the enriched data only for an internal use. The original data, “strictly confidential information”, remain the ownership of the client.

3. 3D Ledger

In the event the Company benefits from the Service through the interactive tool of Creditsafe risk management, the “3D Ledger”, the Company will give Creditsafe information regarding its debtors ledger (the “Payment Data”).

The Company hereby grants Creditsafe total access, non-exclusive and not transferable, enabling it to include the Payment Data in the products and services Creditsafe will make available to its clients.