1. Agreement
1.1. These terms apply to any Agreement between the entity that requested a Trial, as defined below (the “Customer”) and Creditsafe Business Solutions Limited (“Creditsafe”) a company incorporated in England and Wales under registered number 3836192 at the registered address Bryn House, Caerphilly Business Park, Van Road, Caerphilly, CF38 3GG, in relation to any such Trial.
1.2. Creditsafe’s website at www.creditsafetrial.com (as amended from time to time) may give the Customer the opportunity to request:
1.2.1. a free credit report in relation to a nominated business;
1.2.2. a free demonstration of Creditsafe’s standard website service; and/or
1.2.3. a time-limited trial to access Creditsafe’s standard website service,
(collectively, the “Trial”). The free credit report and/or any other content and materials accessed by the Customer or provided to it pursuant to the Trial shall be referred to as the “Trial Content”.
1.3. By submitting a request, the Customer warrants that it is a business customer and agrees to be bound by this Agreement. Where an individual submits a request on behalf of a Customer, he/she warrants that he/she has authority to bind the Customer to this Agreement.
1.4. The Customer’s request for a Trial constitutes an offer to enter into a legally binding agreement with Creditsafe for the provision of a Trial (“Agreement”). Creditsafe will consider the Customer’s request and will, in its sole discretion, determine whether to respond and/or accept the Customer’s offer.
1.5. Creditsafe’s acceptance of the Customer’s offer occurs only when it responds to the Customer and agrees to provide a Trial, at which point an Agreement comes into existence. These terms and conditions apply to that Agreement to the exclusion of any other terms, including any terms that the Customer may seek to impose.
1.6. The Customer agrees that Creditsafe may contact it regarding its request, in connection with the Trial and in relation to the products or services that relate to the Customer’s request or which Creditsafe thinks may interest the Customer.
2. Creditsafe‘s Proprietary Rights
2.1. Except as expressly provided herein access to the Trial does not grant the Customer any database rights or rights in the copyright, trademarks or any other intellectual property rights of Creditsafe or any third party.
2.2. The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any Trial Content without Creditsafe’s written permission.
2.3. The Customer shall use the Trial and Trial Content for internal demonstration and evaluation purposes only and not for any commercial purposes.
2.4. Where the Customer is given access to Creditsafe’s services, it shall be limited to a fixed period, after which the Customer’s access shall terminate. On termination, the Customer agrees to delete all information obtained via Creditsafe’s services.
3. Customer Obligations and Conduct
3.1. The Customer shall:
3.1.1. provide Creditsafe with any information or assistance reasonably required by Creditsafe for it to perform its obligations under this Agreement, and shall use all reasonable endeavors to ensure that any such information is complete, accurate and in the agreed format.
3.1.2. not to do anything to harm Creditsafe’s reputation.
3.1.3. abide by all laws & regulations applicable to its use of the Trial and Trial Content.
3.1.4. not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Trial Content in any form or media or by any means.
3.1.5. not use the Trial to build a product or service which competes with Creditsafe’s products or services nor use the Trial to provide services to third parties. Use of any automated system or software to extract data from Creditsafe’s website or services (“screen scraping”) is expressly prohibited.
3.2. The Customer may not sell, transfer, sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any element of the Trial or Trial Content. The Customer may not include the Trial Content in any product or service which the Customer sells.
3.3. During this Agreement the Customer agrees not to attempt to gain unauthorised access to Creditsafe’s products or services or modify the same.
3.4. The Customer shall only take such copies of the Trial Content as are reasonably required for the use of the Trial in accordance with this Agreement.
3.5. Unless otherwise agreed, the use of the Trial is limited to one designated user. The use of the Trial by more than one individual, either simultaneously or otherwise, is prohibited. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
4. Warranties and Limitation of Liability
4.1. The Creditsafe Trial is provided free of charge and is therefore provided “as is” and “as available”, without warranties of any kind, whether express or implied. Any statutory or common law conditions and warranties are excluded to the fullest extent permitted by law.
4.2. Specifically Creditsafe gives the Customer no warranty or assurance about the Trial Content. Whilst Creditsafe endeavours to maintain the accuracy and quality of its content, information may be incorrect or out of date. Therefore any use of the Trial is at the Customer’s own risk.
4.3. Creditsafe’s service may enable you to access media content sources. Creditsafe is not responsible for the quality or availability of the content produced by the media sources. Creditsafe is not liable for Customer’s negligence or misuse of the media content sources or other content from third parties.
4.4. Subject to clause 4.6 Creditsafe disclaims all liability in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the Trial and third party service and shall not be liable for any indirect, or consequential loss. Creditsafe shall not be liable for the following types of financial loss; loss of profits, loss of earnings, loss of business or goodwill in addition to the following types of anticipated or incidental losses; loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
4.5. Where any matter gives rise to a valid claim against Creditsafe its liability shall be limited to a sum equal to £500.
4.6. Nothing in this Agreement shall seek to exclude or limit liability for infringement, death, or personal injury or for breach of its obligation under s12 Sale of Goods Act 1979 or section 2 Supply of Goods and Trial Act 1982 or fraudulent misrepresentation.
4.7. The Customer agrees to indemnify, defend and hold Creditsafe, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by Creditsafe or its parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the Trial in breach of this Agreement.
5. Confidentiality
5.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 5.2.
5.2. Each party may disclose the other party's confidential information:
5.2.1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5;
5.2.2. And as may be required by law, court order or any governmental or regulatory authority.
5.3. Creditsafe may disclose confidential information to other members of its group, its agents, suppliers and subcontractors, to the extent necessary to exercise its rights and obligations under this Agreement.
5.4. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.
6. Data protection
6.1 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.
6.2 This clause sets out the framework for the sharing of personal data between the parties as independent data controllers.
6.3 Both parties agree to comply with all aspects of the Data Protection Legislation where applicable.
6.4 The Customer is responsible for establishing the lawful basis for processing personal data obtained pursuant to the Trial and maintaining compliance with the Data Protection Legislation in connection with such data.
6.5 The Customer acknowledges that accessing personal data through the Trial 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.
6.6 The Customer agrees that it shall only access and use the Trial and/ or the Trial Content for the purpose of credit checking.
6.7 The Customer acknowledges that it is its duty to record and demonstrate the existence of its lawful basis for processing and agrees to comply with the transparency obligations placed on data controllers set out in the GDPR..
6.9 Where the Customer provides Creditsafe with data/ information which includes personal data to enable Creditsafe to provide the Trial, the Customer warrants that it has a lawful basis for doing so and it has all necessary notices and consents in place to enable the lawful transfer of such data.
6.10 The parties agree that if, following the GDPR coming into force, Creditsafe (in its absolute discretion) considers that the provisions of this Clause 5 do not comply with GDPR then Creditsafe may adapt, update or amend the terms of this Clause 5 to ensure compliance with GDPR.
6.11 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 5 that may be required as a result of such changes.
7. Miscellaneous
7.1. Creditsafe may assign or transfer both the benefit and burden of this Agreement.
7.2. Creditsafe will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Creditsafe, including without limitation Internet outages, communications outages, fire, flood war or act of God.
7.3. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
7.4. The Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement.
7.5. The terms of this Agreement and the provision of the Trial and the relationship between the Customer and Creditsafe shall be governed by the laws of England and Wales. The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
7.6. The failure of Creditsafe to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. The Trial and Trial Content is subject to availability.