Creditsafe Risk & Compliance Additional Service Terms
These additional service terms for the Creditsafe Risk & Compliance Service (“Additional Terms”) are issued in accordance with clause 1.1.3 of the Creditsafe USA Inc, End User Terms and Conditions (the “Standard Terms”). The contract between Creditsafe and the Customer for the Risk & Compliance Service shall accordingly be governed by the Standard Terms together with these Additional Terms (“the Agreement”). Reference to the Risk & Compliance Service also includes any associated documentation supporting its use.
In the event of any conflict between the Standard Terms and these Product Terms, insofar as it relates to provision or use of the Risk & Compliance Service, these Additional Terms shall take precedence, otherwise the Standard Terms shall apply. Words defined in the Standard Terms shall have the same meaning in these Additional Terms unless expressly stated to the contrary.
“Risk & Compliance Data” means any data, information, documents or other materials which are provided to the Customer through use of the Risk Service.
“Affiliates” means companies in common ownership or control with the Customer with access to the Risk & Compliance Service as may be expressly permitted under the Agreement (if any).
“Security Event” means the actual or reasonably suspected misuse of and/or unauthorised access to the Customer’s Risk & Compliance Service, in particular, which results in access to individually identifiable information (such as social security or driver’s license numbers or dates of birth) which may be matched to a name of any person.
2. Provision of the Risk & Compliance Service
2.1. The Risk & Compliance Service is provided on an “as is” basis, Creditsafe working together with a number of third-party service and/or data suppliers. Whilst Creditsafe will use reasonable endeavours to ensure maximum availability of the Risk & Compliance Service and to give as much advanced notice as possible of any down-time for maintenance, Creditsafe offers no warranty as to un interrupted availability of the Risk & Compliance Service.
2.2. Creditsafe offers no warranty as to the fitness for of suitability for any particular purpose of the Risk & Compliance Service nor that any outcome, result or achievement will occur or be provided by it.
2.3. Access to the Risk & Compliance Service may be subject to the Customer or its users’ credentials being verified to the satisfaction of Creditsafe (either for itself of on behalf its third-party service and/or data suppliers).
3. Proprietary Rights
Save as is set out in this Agreement for the Risk & Compliance Service, the Customer obtains no right, title or interest in the Risk & Compliance Service or any of the Risk & Compliance Data, all of which are reserved to Creditsafe and/or its third-party service or data suppliers.
4. Usage of the Service
4.1. In addition to compliance with the Customer Obligations and Conduct provisions set in clause 5 of the Standard Terms, the Customer shall:
4.1.1. only use the Risk & Compliance Service and Risk & Compliance Data within the scope of the licence granted to the Customer under the Agreement;
4.1.2. ensure that the Risk & Compliance Data not used by any person who is not an employee or contractor of the Customer (or, where permitted under the Agreement, one of its Affiliates) who is bound by obligations of confidentiality;
4.1.3. take appropriate and adequate measures to protect against the misuse and/or unauthorized access of the Risk & Compliance Service and the Risk & Compliance Data;
4.1.4. not make use of the Risk & Compliance Data for the purpose of marketing activities (in addition to the other restrictions in clause 5.8 of the Standard Terms);
4.1.5. not use the Risk & Compliance Service as the sole grounds for denying access to or provision of a service to its own customers without first conducting an appropriate and fair review and adjudication process or having independent supporting grounds for such decision;
4.1.6. not make any use of the Risk & Compliance Service or Risk & Compliance Data for any purpose which is unlawful, harmful, threatening, defamatory, obscene or offensive or discriminatory; and
4.1.7. not cause or permit any third-party to breach any of the foregoing obligations.
5. Security Events
5.1. The Customer shall report all Security Events to Creditsafe without delay. Further, the Customer shall comply with and be responsible for the legal obligations which may arise under all applicable law, including as required to notify all affected individuals of the occurrence of the Security Event.
5.2. The Customer agrees to indemnify and hold harmless Creditsafe and its third-party service and/or data suppliers in respect of any Security Event.
5.3. The foregoing provisions apply in addition to the Data Protection obligations as clause 13 of the Standard Terms
6. Monitoring Customer Use / Misuse
6.1. The Customer agrees that Creditsafe may conduct periodic audits of Customer activity and use of the Risk & Compliance Service and/or Risk & Compliance Data to monitor compliance with applicable law and this Agreement. Creditsafe further investigates reports it may receive of misuse or abuse of the same. The Customer agree to permit Creditsafe to review usage of the Customer’s account for the Risk & Compliance Service for these purposes, and, also to co-operate with and provide such information and documents as Creditsafe may reasonably request in the investigation of reported or suspected abuse or misuse of the Risk & Compliance Service.
6.2. Violations may lead to suspension of the Customer’s access to the Risk & Compliance Service (without prejudice to the indemnity in clause 8 of the Standard Terms). Creditsafe may exercise all of the foregoing rights either on its own account or in conjunction with its third-party service and/or data suppliers.
7. Grant of License by the Customer
7.1. In addition to the monitoring for compliance and to investigate ay abuse or misuse of the Risk & Compliance Service, the Customer grants to Creditsafe a non-exclusive license to utilise data relating to the Customer’s use of the Risk & Compliance service as follows:
7.1.1. to anonymise and aggregate such use data with similar data collected from other customers;
7.1.2. to analyse the use and performance of the Risk & Compliance Service and prepare and use reports relating to the same and to disclose the same to partners and suppliers but not so as to disclose the identity of the Customer, any of its Affiliates or any of their users.
7.2. The Customer grants the foregoing rights to Creditsafe its exercise own account or to sub-license to or to exercise in conjunction with its third-party service and/or data suppliers.
8. Notification of Errors and Feedback
8.1. The customer should advise Creditsafe if the Risk & Compliance Data gives any unexpected or apparently incorrect results.
8.2. Creditsafe will in its sole discretion and working together with its third-party service and/or data suppliers, examine and make any necessary modifications or corrections.
8.3. Creditsafe invites and welcomes Customer feedback on the Risk & Compliance Service which Creditsafe or its third-party service or data suppliers may freely use the same without obligation or liability to the Customer.
The technical and operational details of the Risk & Compliance Service and any information concerning Creditsafe’s third-party service or data providers disclosed through usage of the Risk & Compliance Service is “confidential information” for the purposes of clause 11 of the Standard Terms.
10. Entire Agreement
The Agreement constitutes the entire agreement between Creditsafe and the Customer relating to the Risk & Compliance Service and supersedes all prior understandings or agreements and all other prior or contemporaneous oral or written communications, proposals and representations with respect to the Risk & Compliance Service and to the exclusion of any terms the Customer may seek to impose whether in a purchase order or any other document.