1.1. This is an Agreement between the “Customer”, as set out in the Order, 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, CF83 3GG, pertaining to the purchase of business credit information (the “Information”) through the Creditsafe GetDataUK API (the “API”). The API is designed as a common strong typed interface, allowing the Customer the ability to find companies and receive the Information.
1.2. This Agreement, incorporating the proposal or order form issued by Creditsafe and signed by the Customer (“Order”), constitutes the entire agreement between the Customer and Creditsafe in relation to the API and the Information received through the API (“Agreement”).
1.3. By signing the Order, or by accessing or using the Service, the Customer accepts the content of this Agreement. Unless otherwise stated herein, where the terms of the Order conflict with the Terms and Conditions, the Terms and Conditions shall take precedence.
1.4. Unless otherwise stated in the Order, the Customer shall only access the API as an End User.
1.5. Where a Customer has entered into an End User license all clauses of these Terms and Conditions will apply but excluding clauses 6, 7, 8 and 9 (“End User License”).
1.6. Where a Customer has been granted a Reseller license all clauses of the Terms and Conditions shall apply but excluding clause 5.2 (“Reseller License”).
In this Agreement:
“Working Day” shall mean any day other than a Saturday, Sunday or public holiday when banks in London are open for business; and
“Normal Business Hours” shall mean 8.30 am to 5.30 pm on a Working Day.
Availability and Maintenance of the Service
1.7. The Customer acknowledges, accepts and agrees that Creditsafe will need to conduct planned or emergency maintenance which may affect the availability of the Service. Creditsafe shall use reasonable endeavours to carry out planned maintenance outside of Normal Business Hours but reserves the right to carry out emergency maintenance at any time provided always Creditsafe shall use reasonable endeavours to restore the Service as soon as reasonably practicable.
1.8. Notwithstanding the foregoing, Creditsafe:
1.8.1. does not warrant that the Customer’s use of the Service will be uninterrupted or error-free; and
1.8.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communica-tions networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Creditsafe shall have no liability (on any account whatsoever) to the Customer as a result of or related to such events.
2. Agreement Period
2.1. This Agreement shall be in force from the date inserted on the Order and continue for a period of 12 months unless stated otherwise in the Order.
2.2. The Customer may be contacted during this Agreement period regarding new developments and products.
2.3. From time to time Creditsafe may make alterations to the API and the Information provided through it. Creditsafe will take reasonable steps to inform the Customer of these changes with as much advance warning as possible.
2.4. This Agreement entitles the Customer to access and retain the Information through the API for the purposes detailed in this Agreement and for the duration of the contract only. At the end of this period, the ownership of the Service and ensuing rights shall revert to Creditsafe.
3. Charges and Payment
3.1. In consideration of Creditsafe providing the Information through the API, the Customer agrees to pay the sum specified in the Order and or in-voice (“the Fee”) on the times and dates specified therein. All payments must be made within 21 days of the invoice date unless otherwise stat-ed in the Order.
3.2. The method of payment shall be specified in the Order or otherwise shall be payment in advance via bank transfer.
3.3. The Fee shall be based on Creditsafe’s price list from time to time (“Price List”). Creditsafe may vary the charges quoted in the Price List through provision of one month’s written notice to the Customer.
3.4. In the event of an overdue payment Creditsafe may suspend the Customer’s access to the Information through the API until payment is complete.
3.5. Any fees specified in the Order and Price List for the Information provided through the API shall be exclusive of any applicable tax which, if applicable, the Customer will pay in addition to the Service.
4. Creditsafe‘s Proprietary Rights
4.1. Except as expressly provided herein access to the Information through the API 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.
4.2. The API and the Information obtained through it is protected by copyright and other intellectual property rights. Subject to clause 7.1.4, which is a right given under a Reseller license only, the Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engi-neer, de-compile or otherwise interfere with the API or the Information obtained through it without Creditsafe’s written permission. Creditsafe may take steps to assist identification of its Information.
5. Customer Obligations and Conduct
5.1. The Customer shall:
5.1.1. provide Creditsafe with any information or assistance which the parties have agreed the Customer shall provide in order for Creditsafe to perform its obligations under this Agreement, and shall use all reasonable endeavors to ensure that any such information provided to Cred-itsafe is complete, accurate and in the agreed format
5.1.2. not to do anything to harm Creditsafe’s reputation
5.1.3. abide by all laws & regulations applicable to its use of the API and the Information obtained through it. 5.1.4. The Information obtained through the API may only used by the End User for internal credit checking purposes.
5.2. The Information made available to the Customer under the End User license is provided solely for the End User’s own internal use within the UK and Republic of Ireland. The End User may not sell, transfer sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, a third party any of the Information. The End User may not include the Information in any product or service which the End User sells.
5.3. During this Agreement the Customer agrees not to attempt to gain unauthorised access to the API or the Information obtained through it or modify the same.
5.4. The Customer shall only take such copies of the Information as are reasonably required for the use of the Information in accordance with this Agreement.
5.5. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
6. The Reseller rights to re-sale
6.1. The Reseller license granted under this Agreement shall be non transferable other than the Reseller may grant a license in writing to a Reseller End User (“REU”) under the terms of this Agreement for the re-sale of Information only.
6.2. The Reseller may choose to procure the use of a bespoke website, provided by Creditsafe, which facilitates the supply of Information to the REU and the administration of the REU’s use of the Information (the “White Label”).
6.3. In addition, the White Label will provide the Information in a pre-defined brand format, to be dictated by the Customer.
7. The Resellers Obligations and Conduct
7.1. The Reseller shall:
7.1.1. sell, promote, market and increase sales of Information to REU only
7.1.2. act diligently and in good faith in all its dealings with Creditsafe, REU and prospective REU
7.1.3. not pledge the credit of Creditsafe in any way or bind it by contract or otherwise, except as specifically permitted under this Agreement
7.1.4. not modify the Information, save to the extent required to present Creditsafe Information in the Reseller’s own brand or as otherwise per-mitted by Creditsafe in writing.
7.2. The Information may only used by the REU for the purpose of Credit Checking. The Information made available by the Reseller to the REU is provided solely for the REU’s own internal use. The REU may not sell, transfer sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any of the Information. The REU may not include the Information in any product or service which the REU sells.
7.3. The Reseller shall not provide direct access to its REU to the API and therefore the Reseller shall not provide password access or account details to its REU.
7.4. The Reseller shall ensure its REU uses the Information in strict compliance with all applicable laws, rules and regulations.
7.5. The Reseller is permitted to resell copies of the Information to a REU provided that:
7.5.1. subject to clause 7.1.4. it is provided to the REU in an identical format to that supplied to the Reseller by Creditsafe.
7.5.2. the Reseller shall ensure in its written agreement with the REU (“REU Agreement”) the REU Agreement will contain the terms which are no less favorable to Creditsafe than clauses 4, 5.1.3, 5.4, 6.1, 7.2, 7.3, 7.4 9, 10, 11.1 and 15.
8. Reseller First Level Customer Support
8.1. The Reseller must, at all times during the term, provide First Level Customer Support to the REU.
8.2. First Level Customer Support requires the Reseller to be responsible for acceptance of the initial REU query or problem, establish a phone ser-vice that all REUs may use in order to receive assistance or lodge a complaint regarding the Information, ensure the REU is aware that all que-ries and complaints the REU may have in relation to the Information are to be reported to the Reseller using this phone service; and make all reasonable efforts to resolve the query or complaint at the time it is reported by the REU. If the REU’s query cannot be resolved through First Level Customer Support, the Reseller must, as soon as practicable, notify Creditsafe of the query or complaint and, if requested by Creditsafe, promptly detail to Creditsafe the Reseller’s knowledge concerning any such claim or complaint.
9. Reseller Audit
9.1. The Reseller shall permit Creditsafe at all reasonable times to enter upon its premises to Audit the use of the API and the Information obtained through it, to ascertain whether the provisions of this Agreement are being complied with by the Reseller.
9.2. The Reseller will keep and make available to Creditsafe on request accurate records of REU usage of the Information to enable Creditsafe to verify all sales made by the Reseller.
10. Warranties and Limitation of Liability
10.1. Creditsafe Information is not intended to be used as the sole basis for any decision making and is based upon data which is provided by third parties, the accuracy of which it would not be possible for Creditsafe to guarantee. Whilst Creditsafe aims always to maintain a quality fully operative API, the API and the Information obtained through it and third party services are nonetheless provided on an "as is", as available ba-sis without warranties of any kind, whether express or implied.
10.2. Specifically Creditsafe gives the Customer no warranty or assurance about the contents of the Information. Whilst Creditsafe does endeavour to maintain the accuracy and the quality of the Information, they may be incorrect or out of date. Therefore any use of the Information is at the Customer’s own risk.
10.3. Subject to clause 10.5 Creditsafe disclaims all liability in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the API, the Information provided through it 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 addi-tion to the following types of anticipated or incidental losses, loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
10.4. Where any matter gives rise to a valid claim against Creditsafe its liability shall be limited to a sum equal to the sum paid for the Information supplied under this Agreement in the year the claim arises.
10.5. Nothing in this clause 10 or any other provision of this Agreement shall seek to exclude or limit liability for infringement, death, or personal injury, for breach of its obligation under s12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982 or fraudulent misrep-resentation.
10.6. Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
11.1. If Creditsafe reasonably believes the Customer has breached any provision of this Agreement or in the event of the Customer’s insolvency or bankruptcy Creditsafe may, with immediate effect and without notice, suspend access to the Service or terminate this Agreement.
11.2. Upon termination, the Customer must use best efforts to delete all and any part of the Information held by the Customer in any format and neither the Customer nor the REU (where applicable) may make any further use of the Information or the API
11.3. Upon termination clauses 3, 4, 5.5, 7.3, 10, 11, 12 and 15 shall continue with full force and effect.
12.1. 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 par-ents, subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the API and the Information obtained through it, in breach of this Agreement.
13.1. Creditsafe may assign or transfer both the benefit and burden of this Agreement.
14. Force Majeure
14.1. Creditsafe will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unfore-seen contingency or circumstances beyond the reasonable control of Creditsafe, including without limitation Internet outages, communications outages, fire, flood war or act of God.
15. Confidentiality Agreement
15.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, cus-tomers, clients or suppliers of the other party except as permitted by clause 15.2.
15.2. Each party may disclose the other party's confidential information:
15.2.1. 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 15;
15.2.2. And as may be required by law, court order or any governmental or regulatory authority.
15.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
16.1. 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.
16.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement
16.3. The terms of this Agreement and the provision of the API and the Information obtained through it 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.
16.4. 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 API and the Information obtained through it is subject to availability. Should any third party data become unavailable to Creditsafe, Creditsafe shall be entitled to do one of the following:
16.4.1. obtain similar Information from another third party supplier, or
16.4.2. Terminate this Agreement without liability in respect of those services which are affected by such changes or unavailability.