1.1. This is an Agreement between the Customer and Creditsafe
Business Information Co., Ltd. (“Creditsafe”) a company incorporated in Japan at the registered address 1-8 Kami Gofuku-cho, Hakata-ku, Fukuoka-shi, Fukuoka. The Creditsafe Service (“Service”) purchased by the Customer will consist of products detailed in the Order Confirmation and may include the following:
1.1.1. Creditsafe Company Reports (which provides information on and assessment of the creditworthiness of third parties via the internet) and/or
1.1.2. Provision of marketing and prospecting data via the internet and/or
1.1.3. Services provided in conjunction with third parties (including provision of Consumer Credit Reports, Trace and ID Solutions and Debt Recovery Solutions) which may be subject to additional terms.
1.2. This Agreement consists of the Order Confirmation and the Terms and Conditions and constitutes the entire agreement between the Customer and Creditsafe in relation to the Service.
1.3. By signing the Order Confirmation, or by accessing or using the Service, the Customer accepts the content of this Agreement. Unless otherwise stated in the Terms and Conditions, where the terms of the Order Confirmation conflict with the Terms and Conditions, the Terms and Conditions shall take precedence.
2.1. This Agreement shall be in force from the date inserted on the Order Confirmation and continue for a period of 12 months unless otherwise stated in the Order Confirmation.
2.2. The Customer may be contacted during this Agreement period regarding new developments and products.
2.3. From time to time Creditsafe may, from time to time, at its absolute discretion, make and/or apply updates, alterations, modifications and adaptations to the Service or any element of the Service (“Alterations”). Creditsafe will take reasonable steps to inform the Customer of these Alterations with as much advance warning as possible.
2.4. Creditsafe does not warrant that the Customer’s use of the Service will be uninterrupted or error-free and is not responsible for any, or any other loss or damage resulting from the transfer of data over communications 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.
2.5. This Agreement entitles the Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. The rights to access and use the Service shall automatically lapse on termination or expiry of this Agreement. No subscriptions, rights or credits may be extended or carried over on any renewal, unless agreed in writing by Creditsafe. No refund shall be payable by Creditsafe in respect of any unused rights or credits.
3. Charges and Payment
3.1. In consideration of Creditsafe providing the Service, the Customer agrees to pay the sum specified in the Order Confirmation and or the invoice issued therewith (“the Invoice”) on the times and dates specified therein. For the avoidance of doubt, all payments must be made within 21 days of the invoice date unless otherwise stated in the Order Confirmation or where the parties have agreed that payment shall be made by direct debit.
3.2. Subject to clause 3.7, if you fail to pay the amount specified on the Order Confirmation and or invoice on the times and dates agreed the full amount will become due with immediate effect.
3.3. In the event that the Service is suspended in accordance with clause7, then Creditsafe shall be under no obligation to:
3.3.1. Re-instate the Service and/or:
3.3.2. Recompense the Customer in respect of any period of suspension from the time of payment default to receipt of payment.
3.4. If the Customer fails to pay Creditsafe any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to Creditsafe on such sum from the due date for payment at the annual rate of 6%, accruing on a daily basis until payment is made, whether before or after any judgment.
3.5. The Customer acknowledges and agrees that:
3.5.1. Creditsafe may collect payment information relating to the Customer and its payment of Creditsafe’s invoices, which will be used by Creditsafe as part of its products/services; and
3.5.2. any failure by the Customer to pay Creditsafe’s invoices on time may have an adverse impact on the Customer’s credit rating.
4. Creditsafe‘s Proprietary Rights
In this clause the term “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
4.1. Except as expressly provided herein access to the Service 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 Service is protected by Intellectual Property Rights. All Intellectual Property Rights in or arising out of or in connection with the Service shall be owned by Creditsafe or, where relevant, its third party subcontractors or the third party providers.
4.3. 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 element of the Service without Creditsafe’s written permission. Creditsafe may take steps to assist identification of its Service.
4.4. Data protection
4.4.1. 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 the General Data Protection Regulation ((EU) 2016/679) ("GDPR") and any successor legislation to the GDPR
4.4.2. This clause sets out the framework for the sharing of personal data (as defined in the Data Protection Legislation) between the parties as independent data controllers.
4.4.3. 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.
4.4.4. 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.
4.4.5. 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.
4.4.6. The Customer acknowledges that it is its duty to record and demonstrate the existence of its lawful basis for processing.
4.4.7. 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 for processing that data.
4.4.8. Where the Customer provides Creditsafe with data or information which includes personal data to enable Creditsafe to provide the 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.
4.4.9. The parties agree that if Creditsafe considers that the provisions of this Clause 4.4 do not comply with Data Protection Legislation then Creditsafe may adapt, update or amend the terms of this Clause 4.4 to ensure compliance with Data Protection Legislation.
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 Creditsafe 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 Service and the data contained therein, including full compliance with all aspects of Data Protection Legislation
5.1.4. not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means. You will not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services. You will not access all or any part of the Services in order to build a product or service which competes with the Services nor will you use the Services to provide services to third parties. Use of any automated system or software to extract data from the Site, the Application or the Services (“screen scraping”) is expressly prohibited.
5.2. The Service made available to the Customer is a non transferable license and is provided solely for the Customer’s own internal use within Japan. The Customer may not sell, transfer sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any of the Service. The Customer may not include the Service in any product or service which the Customer sells.
5.3. During this Agreement the Customer agrees not to attempt to gain unauthorised access to the Service or modify the same.
5.4. The Customer shall only take such copies of the Service as are reasonably required for the use of the Service in accordance with this Agreement.
5.5. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
5.6. Unless otherwise detailed within your Order Confirmation, the use of the Service provided under the terms of this agreement is limited to one designated user any may not be used by any other person other than the designated user. The use of the Service by more than one individual, either simultaneously or otherwise will require the provision of additional licenses.
5.7. If the Customer receives prospecting or marketing information (Prospecting Data), the Customer is licensed to utilise the Prospecting Data for internal marketing purposes only. The Customer is responsible for determining on which lawful basis it shall utilise the Prospecting Data pursuant to the Data Protection Legislation and for compliance with all legal.
6. Warranties and Limitation of Liability
6.1. The Creditsafe Service 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 service, the Service and third party services are nonetheless provided on an "as is", as available basis without warranties of any kind, whether express or implied.
6.2. Specifically Creditsafe gives the Customer no warranty or assurance about the contents of the Service. Whilst Creditsafe does endeavour to maintain the accuracy and the quality of the Service, information contained may be incorrect or out of date. Therefore any use of the Service is at the Customer’s own risk.
6.3. Creditsafe shall not be liable for any indirect or consequential loss. Creditsafe shall not be liable for the following types of financial loss (whether direct or indirect); 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.
6.4. 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 Service supplied under this Agreement in the year the claim arises.
6.5. 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.
7.1. Creditsafe shall be entitled to terminate this Agreement with immediate effect by giving written notice to the Customer if:
7.1.1. the Customer fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
7.1.2. the Customer commits a material breach of its other obligations under this Agreement and (if remediable) fails to remedy that breach within 14 days of receipt of notice requiring it to do so;
7.1.3. the Customer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
7.2. Notwithstanding its right to terminate the Agreement, where Creditsafe reasonably believes the Customer has breached any provision of this Agreement Creditsafe may, with immediate effect and without notice, suspend access to the Service.
7.3. Upon termination or expiration of this Agreement:
7.3.1. all rights and licences granted under this Agreement, including the right to access and use the Service, shall immediately terminate;
7.3.2. the Customer must delete all and any part of the Service (including any data or reports obtained via the Service) held by the Customer in any format and the Customer may not make any further use of the Service (or the data obtained from use of the Service);
7.3.3. the Customer shall immediately pay to Creditsafe all of Creditsafe’s outstanding and unpaid invoices;
7.3.4. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and
7.3.5. clauses 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect..
8.1. 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 parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s in breach of this Agreement.
9.1. Creditsafe may assign the benefit of this Agreement.
10. Force Majeure
10.1. Creditsafe will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Creditsafe, including without limitation Internet outages, communications outages, fire, flood war or act of God.
In this clause 4 the term “Confidential Information” means information, in any form, of a confidential or proprietary nature disclosed by one party to the other which is marked as confidential; or is identified as confidential at the time of disclosure; or would be regarded by a reasonable business person as being confidential, including but not limited to information regarding the disclosing party’s business, customers, employees, suppliers, software, products, know-how, processes and business intentions;
11.2. Each party may disclose the other party's confidential information:
11.2.1. 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 11;
11.2.2. And as may be required by law, court order or any governmental or regulatory authority.
11.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
12. Ledger 3D
12.1. In the event that the Company receives the Service via Creditsafe’s interactive risk management tool, “3D Ledger”, the Customer shall provide Creditsafe with information relating to its debtors ledger (“the “Payment Data”).
12.2. The Company hereby grants Creditsafe a non-exclusive, non-transferable, irrevocable, perpetual licence to include the Payment Data in products and services that Creditsafe will make available to its customers.
13. International Credit Reports
13.1. Company Credit Reports providing details of companies based outside Japan are provided on a subject to availability basis, and the countries from which reports are available may vary throughout the course of the term of this Agreement.
13.2. Company Credit Reports providing details of companies outside Japan are provided within the specific timeframes detailed at the Creditsafe website.
14.1. 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.
14.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement.
14.3. The terms of this Agreement and the provision of the Service and the relationship between the Customer and Creditsafe shall be governed by the laws of Japan. The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of Japan.
14.4. 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 Service is subject to availability.
14.5. Should any third party data become unavailable to Creditsafe, Creditsafe shall be entitled to obtain a similar service from another third party supplier.
14.6. Creditsafe may unilaterally vary any term of this Agreement in order to comply with any legislation applicable to the provision of the Services.
15. Media Solutions
15.1. Creditsafe is not responsible for the quality or availability of the content produced by the media sources. Should any of the Media Solutions service and content be deemed to be infringing any law or right of a third party, Creditsafe has the right to remove the infringing material without obtaining the Customer’s consent. Creditsafe will be entitled to take all such steps that it considers to be necessary for the purpose of bringing an end to such infringement. Creditsafe is not liable for Customer’s negligence or misuse of the Media Solutions service or content from third parties. Where access to websites require payments the customer will be responsible for paying the same.