Online Services Agreement
1.1 Subject to the terms and conditions set forth herein and in the Order Form (hereinafter jointly referred to as the "Contract"), CRIF S.p.A., a company registered in Italy and located at Bologna, Via Mario Fantin 1-3, (“CRIF”) provides its services exclusively to entities lawfully conducting business activity, (e.g. individual entrepreneurs or commercial companies), who buy such services in relation to their business activity and accept the terms and conditions expressed in this Contract as well as other relevant documents (“CUSTOMER”). The service provided by CRIF gives access, within the limits allowed by law and for the period covered by this Contract, to business information including commercial information on companies and enterprises in different countries, referred herein as the "iCRIF Service". CRIF and the CUSTOMER are also hereinafter jointly referred to as the “Parties”. “Order Form” means an online ordering document available on the Website, specifying the information and services requested by the CUSTOMER as well as the applicable fees.
1.2 Detailed information on the iCRIF Service is contained on the website www.icrif.cz("Website") and in the Order Form which is an integral part of the Contract.
1.3 The CUSTOMER declares from this time forth that the iCRIF Service is suitable for the specific use the CUSTOMER intends to make of it and assumes all relevant risk.
2 METHOD OF PROVIDING THE iCRIF SERVICE
2.1 Upon completion of the online registration, online acceptance of this Contract, filling out the Order Form and the successful payment of the amount specified in the Order Form, CRIF shall provide the CUSTOMER with the identification code (username) and the access key (password) for using the iCRIF Service through the Website.
2.2 The CUSTOMER shall use the identification code and the access key to access the Website and make requests for the information of interest, as available within the iCRIF Service. It will be possible to view the requests and the results on the Website.
2.3 CRIF will not be responsible for any defect, discontinuity or impossibility in accessing and/or using the iCRIF Service resulting from circumstances that are not under the control of CRIF (such as, for example, any defect in the equipment used by the CUSTOMER for accessing the iCRIF Service, problems in the Internet network, force majeure or unforeseeable events).
2.4 The Parties expressly stipulate that, should it become necessary for CRIF to perform maintenance operations on the iCRIF Service, as to ensure correct access and continuity in supplying the service, CRIF may proceed, by means of online communication on the Website, to temporarily suspend the access to the iCRIF Service.
2.5 The iCRIF Service is subject to the availability of the data and information as provided by the competent public authorities and the third party providers that are specialized in processing information from public archives and/or other sources.
2.6 The CUSTOMER shall not resell and/or provide to third parties the information obtained from the iCRIF Service, either individually or in aggregate (including within the same group of companies of the CUSTOMER). Any other utilization without the prior written consent of CRIF shall be deemed to constitute an abuse.
2.7 The CUSTOMER has been made aware and accepts that the activation of the iCRIF Service, in accordance to the provisions of section 6, allows the CUSTOMER to purchase only the information specified in the Order Form.
2.8 Without prejudice to the provisions of point 4.3 below, notice of any changes to the contents, to the available information and reports specified in the Order Form, to the functionality, to the features, and to the financial terms and conditions of the service will be communicated by CRIF to the CUSTOMER via electronic means at the address provided by the latter on the registration form filled out at the time of acceptance of this Contract; these changes will be considered to be governed by this Contract and its integral and substantial parts.
2.9 The object of the performances rendered by CRIF shall under no circumstances constitute any possible assignment of proprietary rights. CRIF shall be comprehensively and exclusively entitled to all rights (incl. copyrights and other intellectual property) related to the works and materials provided to CUSTOMER within the iCRIF Service. The ideas, concepts, methods, techniques and know-how used by CRIF for the contractual fulfilment can also be used by CRIF for other purposes at its complete discretion.
3 EFFECTIVE DATE OF THE iCRIF SERVICE
Subject to section 2.3 and 2.4,iCRIF Service is available24 hours per day, 7 days per week (24 X 7) as of the date of activation of the identification code (username) and the access key (password).
4 DATA MANAGEMENT
4.1 CRIF undertakes to use the best practices for managing the iCRIF Service data and information. Furthermore, the CUSTOMER has been made aware that CRIF receives, among other things, the information and data specified in this Contract from third-party providers, and will not be held responsible under any circumstances for any incompleteness and/or errors and/or defects that are not attributable to CRIF itself in providing this iCRIF Service.
4.2 Any obstacles to the collection of the data and information caused by the non-availability of the public sources or third party providers to provide such data, will not be attributed to CRIF.
4.3 The CUSTOMER is aware that the organization and structure of the information within the iCRIF Service are subject to applicable laws and regulations and, therefore, are subject to possible modification and restructuring in case of relevant changes in such laws and regulations. Furthermore, CRIF is authorized to make any changes of a technical nature and/or in the content and/or in the type of information included in the iCRIF Service, that should become necessary for technical reasons, organizational reasons, or for reasons not attributable to CRIF.
5.1 For accessing the iCRIF Service the CUSTOMER is required to pay in advance the amounts specified in the Order Form that the CUSTOMER is required to compile at the time of acceptance of this Contract, according to the methods of payment selected on the Order Form. The amounts are considered to include VAT and other duties and expenses related to the provision of the iCRIF Service, with the exception of anything expressly indicated in the Order Form and subsequent amendments pursuant to point 2.8.
5.2 In case the CUSTOMER selects in the Order Form the prepaid amount option as method of payment (hereinafter “Prepaid Amount”), the credit corresponding to the Prepaid Amount selected will be progressively consumed by each purchase of information from the iCRIF Service, which will automatically reduce the Prepaid Amount, according to the rates specified in the same Order Form.
5.3 Once all the Prepaid Amount has been exhausted, also before the expiration of the Contract term specified in section 6.1, the CUSTOMER may restore its credit by accessing the order utility on the Website and paying a new Prepaid Amount. Upon reception of the payment by CRIF, the credit corresponding to the CUSTOMER will be updated.
5.4 The Prepaid Amount must be completely used by the end of each initial or renewed term of 12 (twelve) months during which has been paid, also in the case of payment of a new Prepaid Amount according to section 5.3. Any residual amount not consumed at the time of expiration will not be refunded to the CUSTOMER or may be used by the latter during the subsequent renewed term.
5.5 For each order of information made by the CUSTOMER, CRIF will issue an invoice, which will be sent to the CUSTOMER via electronic means at the e-mail address provided by the CUSTOMER on the registration form filled out at the time of acceptance of this Contract.
5.6 The fees defined in the Order Form are subject to a yearly basis increase on the basis of the increase in the annual price index of goods and services for the previous calendar year issued by the Italian National Institute of Statistics.
5.7 Moreover, CRIF reserves the right to adjust the rates defined in the Order Form whenever the costs for performing the iCRIF Service increase for any reason. In the latter case, CRIF will inform the CUSTOMER of the new prices via electronic means, reserving the right to publish on the Website the new current rates. The new prices will be automatically applied no sooner than 30 (thirty) days after such notification to CUSTOMER.
5.8 In case of changes in the prices according to section 5.7, the CUSTOMER is entitled to withdraw from the Contract. If the CUSTOMER intends to exercise its right to withdraw, it shall give written notice of such intention to CRIF, by registered letter with return receipt, within 30 (thirty) days after receipt of the afore-said notification from CRIF. The withdrawal will be effective from the first day of the second month following the date of application of the price increase, without prejudice to the CUSTOMER’s right in this case to the reimbursement of the amount already paid by the CUSTOMER net of any amounts that have already been used as of the date of the Contract termination. In such case, it is understood that the new prices will not be applied to the CUSTOMER.
6 TERM AND RENEWAL, EARLY TERMINATION
6.1 This Contract will be effective as of the date of online registration and completion by the CUSTOMER of the acceptance procedure on the Website, following the successful payment of the fees and the other charges set forth in the Order Form("Effective Date") and shall continue for the term set forth in the Order Form, unless terminated according to procedure set forth in section 5.8 or 10.
7 OBLIGATIONS AND RESPONSIBILITIES OF CRIF
7.1 CRIF will be able to make any changes deemed necessary or appropriate to the structure of the information provided, without any objection being opposed by the CUSTOMER.
7.2 CRIF will not be held responsible for damages of any kind and for any reason that is incurred by the CUSTOMER or third parties in relation to this Contract or to the services described herein, due to unforeseeable events, force majeure, incorrect functioning of the national and international data and telephone networks and/or the incorrect functioning of the equipment used by the CUSTOMER.
7.3 CRIF, which receives information originating from public archives and/or other sources processed by specialized third party providers, will not be held responsible under any circumstances for any errors, incompleteness, or any other defects in connection with the information and data provided. Specifically, CRIF will not be held responsible, either directly or indirectly, with regard to the content of the information or for any damage resulting from such errors, incompleteness or defects or, in any case, for reasons beyond its control. Without prejudice to the provisions of this section, CRIF shall be considered responsible solely for direct damages (excluding indirect, incidental or consequential damages such as, without limitation, loss of profit) caused to the CUSTOMER as a result of malicious intentions or gross negligence of CRIF in the performance of the iCRIF Service.
7.4 CRIF is exempt from all responsibility following the use, by the CUSTOMER and/or by their successors in title, of the information and data provided within the iCRIF Service, specifically, but without any exclusion whatsoever, in case of use that does not conform with the laws in force and/or the methods and/or the terms and conditions specified in this Contract; specifically, it will not be held responsible in any manner for any decisions and/or evaluations made by the CUSTOMER on the basis of the information and data from the iCRIF Service.
7.5 CRIF does not assume any obligation or give any guarantee not expressly included in this Contract.
8 OBLIGATIONS AND RESPONSIBILITIES OF THE CUSTOMER
8.1 The CUSTOMER guarantees (i) that it is an entity lawfully conducting business activity, such as a company or an individual entrepreneur, who uses the iCRIF Service exclusively in the context of his business or professional activities; (ii) that the data provided for the stipulation of the Contract are truthful, correct, and up-to-date; the violation of this guarantee constitutes cause for the immediate termination of this Contract and gives CRIF the right to definitively retain the price paid as a penalty, without prejudice to the right to demand larger damages.
8.2 Any changes to the data provided, that is, the postal address and the e-mail address must be promptly reported to CRIF to allow them to update said data; if the CUSTOMER does not promptly report such changes, any claim and/or responsibility could be opposed by CRIF.
8.3 The CUSTOMER undertakes to use the information and the data from the iCRIF Service diligently and not to transfer for any reason, reuse, resell, and/or make available to third parties the information from the iCRIF Service. The CUSTOMER is not authorized to disclose the information from the iCRIF Service, releasing CRIF from any improper or non-compliant use of said information by the CUSTOMER.
8.4 The CUSTOMER undertakes to keep, in a safe and confidential manner, the identification code and the access key provided by CRIF; the violation of this obligation may result in the automatic termination of this Contract, without prejudice to the right of CRIF to definitively retain the amounts already paid by the CUSTOMER as a penalty, without prejudice to the right to demand further damages.
8.5 Should the confidentiality of the access key be compromised for any reason (theft, loss, etc.), the CUSTOMER is required to immediately inform CRIF of this situation by any means as soon as they get informed, and then confirm this notification by sending a registered letter with acknowledgement of receipt within 24 hours. It is understood that the CUSTOMER is considered responsible for any purchase made until 10:00 a.m. of the first working day after CRIF receives the registered letter. CRIF undertakes to deactivate the access key as soon as possible.
8.6 The CUSTOMER is responsible for any damage resulting if:
-it uses the data and information from the iCRIF Service to upset, abuse, limit, or, in any case, violate the rights of interested third parties and/or, in any case, not in line with the purpose of the iCRIF Service and not in compliance with the current regulations regarding the protection of personal data;
- it uses brands, names, and/or logos belonging to CRIF;
- it allows unauthorized people to use the identification code and the access key;
- it introduces and/or uses files or other material containing incorrect data and/or viruses;
- it violates the contractual provisions for which it is responsible.
8.7 It is also agreed between the Parties that any evaluations resulting from the consultation of the data and information from the iCRIF Service are undertaken by the CUSTOMER, and/or by their successors in title, with complete autonomy and under their own sole and direct responsibility.
8.8 The CUSTOMER undertakes to ensure that it as well as all his employees who obtain information from CRIF, irrespective of the country where the CUSTOMER is based, shall adhere to the Italian data protection provisions set out in the Data Protection Act (Legislative decree no. 196/2003, http://www.garanteprivacy.it/web/guest/home/docweb/-/docweb-display/docweb/1311248). The CUSTOMER shall be fully liable for any breach of a duty imposed upon the CUSTOMER on the basis of the abovementioned data protection legislation or by any other applicable law.
9.1 The Contract and the rights and obligations arising from it cannot be transferred by the CUSTOMER to third parties, in whole or in part, without the prior written consent of CRIF.
9.2 The CUSTOMER expressly authorizes CRIF to transfer this Contract to other companies that are subsidiaries, parent companies, affiliated companies, or associated companies of CRIF.
10 TERMINATION CLAUSE
10.1 CRIF has the right to unilaterally terminate this Contract at any time, by giving prior written notice to the CUSTOMER of at least 30 (thirty) days, without prejudice to the CUSTOMER’s right in this case to the reimbursement of the amount already paid by the CUSTOMER net of any amounts that have already been used as of the date of the Contract termination. The CUSTOMER has noted that due to nature of the iCRIF Service there is no right to withdrawal.
10.2 The following breaches of Contract by CUSTOMER will result in the immediate termination of the Contract upon written notice, without any requirement to obtain a legal ruling, and without prejudice, in any case, to the right of CRIF to withhold the remaining amount from the amount paid:
- violation of section 2.6;
- violation of sections 8.1, 8.3 and 8.4;
- violation of section 9;
- violation of section 12.
11 EXCLUSIVE JURISDICTION AND APPLICABLE LAW
The Parties expressly stipulate that for any dispute arising from the Contract and, in any case, for any dispute relating to or in connection with said Contract, the court of competent jurisdiction is exclusively the court of Bologna, Italy. This Contract is governed by the Italian law.
12.1 CRIF is considered to be the Data Controller of the personal data provided by the CUSTOMER for the purpose of the iCRIF Service, as per the definition contained in the Italian data protection law.
The parties acknowledge and agree that the information obtained from iCRIF Service may contain personal data. The CUSTOMER undertakes to ensure that it, as well as all its employees who obtain information from CRIF, shall protect personal data contained in the information obtained from iCRIF Service and to that extent adhere to the applicable data protection laws and regulations. The CUSTOMER shall be fully and solely liable for any breach of a duty imposed upon the CUSTOMER on the basis of data protection legislation.