1. Agreement

1.1. These Terms and Conditions (“Terms and Conditions”) are to be a part of an Agreement (“this Agreement”) to be executed between the Customer and Credisafe Business Information Ltd. registered as ”株式会社クレディセイフ企業情報” located at 1-8 Kamigofukumachi, Hakata-ku, Fukuoka-shi, Fukuoka, Japan (“Creditsafe Japan”). The Creditsafe Service (“Service”) purchased by the Customer will consist of products detailed in the Order Confirmation and will include the following:

1.1.1. Creditsafe Company Reports (which provides business 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.

1.2.This Agreement consists of the Order Confirmation and the Terms and Conditions and constitutes the entire agreement between the Customer and Creditsafe Japan in relation to the Service. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by, or on behalf of, Creditsafe Japan which is not set out in this Agreement.

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.

Availability and Maintenance of the Service

1.4. The Customer accepts, acknowledges and agrees that Creditsafe Japan may suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency. Creditsafe Japan will restore the Service as soon as reasonably practicable following any such suspension.

Developments and Updates to the Service

1.5. By entering into this Agreement the Customer hereby agrees that Creditsafe Japan 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 Japan will take reasonable steps to inform the Customer of these Alterations in advance.

1.6. The Customer acknowledges that certain Alterations made by Creditsafe Japan may have an impact on the information produced by and/or obtained from the Service (including but not limited to credit scores). Creditsafe Japan shall have no liability (on any account whatsoever) to the Customer in respect of any Alterations to the Service or any impact on the information produced by and/or obtained from the Service caused by any Alterations.

2. Agreement Period

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. 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. At the end of this Agreement, the ownership of the Service and ensuing rights shall revert to Creditsafe Japan.

3. Charges and Payment

3.1. In consideration of Creditsafe Japan 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 30 days of the invoice date unless otherwise stated in the Order Confirmation, the Invoice, or the parties have agreed that payment shall be made by direct debit.

3.2. If the Customer fails 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 clause7.1, then Creditsafe Japan 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 Japan any sum due pursuant to this Agreement, the Customer shall be liable to pay to Creditsafe Japan the interest 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 agrees to fully indemnify Creditsafe Japan against all third party costs (including without limitation attorney’s fee) incurred in the pursuit of payment.

3.6. Without prejudice to the generality of clause 3.5, where the Customer and Creditsafe Japan agree that the Customer shall pay the amount specified in the Order Confirmation by direct debit then:

3.6.1. Creditsafe Japan will use reasonable endeavours to contact the Customer by telephone to complete the direct debit mandate (which shall for the avoidance of doubt include the Customer providing its bank details and authorisation to any direct debit payments).

3.6.2. Where the Customer and Creditsafe Japan are unable to complete the direct debit payment mandate within two working days of the date of the Invoice (“the Invoice Date”), then payment of the full amount of the sum specified in the Order Confirmation will become due within 30 days of the Invoice Date. In the event that the Customer fails to pay the sum due within the aforementioned 30 days, the full amount will become due with immediate effect and clauses 3.3 to 3.5 of this Agreement shall apply in full force and effect.

3.6.3. Where Creditsafe Japan attempts to receive a payment by direct debit and its receipt fails for whatever reason, payment for the full amount of the sum specified in the Order Confirmation will become due immediately and clauses 3.3 to 3.5 of this Agreement shall apply. The Customer accepts that it shall be liable for any bank charges incurred by Creditsafe Japan as a result of a failure of a direct debit attempt.

3.6.4. For the avoidance of doubt, the provisions of this clause 3.6 shall only apply to Customers paying by direct debit.

4. Creditsafe Japan‘s Proprietary Rights

In this clause 4, 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. 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 Japan or, where relevant, its third party subcontractors or the third party providers.

4.2. Except as expressly provided herein, this Agreement and access to the Service does not grant the Customer any rights to or in the Intellectual Property Rights of Creditsafe Japan or any third party.

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 Japan’s written permission.

5. Customer Obligations and Conduct

5.1. The Customer shall:

5.1.1. provide Creditsafe Japan with any information or assistance which the parties have agreed the Customer shall provide in order for Creditsafe Japan to perform its obligations under this Agreement, and shall use all reasonable endeavors to ensure that any such information provided to Creditsafe Japan is complete, accurate and in the agreed format

5.1.2. not do anything to harm Creditsafe Japan’s reputation

5.1.3. abide by all laws & regulations applicable to its use of the Service, including full compliance with all applicable Japanese acts.

5.1.4. The Customer will not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services. The Customer 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 the Customer use the Services to provide services to third parties. Use of any automated system or software to extract data from Creditsafe Japan website or the Services 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, a third party any of the Service. The Customer may not include the Service in any product or service which the Customer sells.

5.3. During the term of 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 and further the Customer agrees to notify Creditsafe Japan immediately in the event of any failure in security or breach of this Agreement which will or may result in a username and/or password coming into the possession and knowledge of an unauthorised person.

5.6. Unless otherwise detailed within the Customer’s Order Confirmation, the use of the Service provided under the terms of this Agreement is limited to one designated user. The use of the Service by more than one individual, either simultaneously or otherwise will require the provision of additional licenses.

6. Warranties and Limitation of Liability

6.1. The 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 Japan to guarantee. Whilst Creditsafe Japan aims always to maintain a quality, fully operative service, the Service and third party services are nonetheless provided on an "as is", and “as available” basis without warranties of any kind, whether express or implied.

6.2. Specifically Creditsafe Japan gives the Customer no warranty or assurance about the contents of the Service. Whilst Creditsafe Japan 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 Japan:

6.3.1. does not warrant that the Customer’s use of the Service will be uninterrupted or error-free; and

6.3.2. is not responsible for any delays, delivery failures, outages 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 Japan shall have no liability (on any account whatsoever) to the Customer as a result of or in relation to such events.

6.4. Subject to clause 6.6 Creditsafe Japan disclaims all liability in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the Service and third party service and shall not be liable for any indirect, or consequential loss. Creditsafe Japan shall not be liable for any types of financial loss (including, without limitation, loss of profits, loss of earnings, loss of business or goodwill) in addition to any types of anticipated or incidental losses (including, without limitation, loss of expected revenue or income, increase in bad debt and failure to reduce bad debt).

6.5. Where any matter gives rise to a valid claim against Creditsafe Japan 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.

6.6. 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.

7. Suspension and Termination

Suspension

7.1. If Creditsafe Japan believes that the Customer has breached any provision of this Agreement or in the event of the Customer’s insolvency or bankruptcy or if Creditsafe Japan’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer or any failure by the Customer to perform any relevant obligation (collectively “Customer Default”):

7.1.1. Creditsafe Japan shall without limiting its other rights or remedies have the right to suspend performance of the Service, with immediate effect and without notice, until the Customer remedies the Customer Default, and shall be entitled to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Creditsafe Japan’s performance of any of its obligations;

7.1.2. Creditsafe Japan shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Customer Default; and

7.1.3. the Customer shall reimburse Creditsafe Japan on written demand for any costs or losses sustained or incurred by Creditsafe Japan arising directly or indirectly from the Customer Default.

Termination

7.2. If Creditsafe Japan believes the Customer has breached any provision of this Agreement or in the event of the Customer’s insolvency or bankruptcy Creditsafe Japan may, with immediate effect and by serving a written notice on the Customer, terminate this Agreement.

7.3. Should any of the third party data become unavailable (“the Unavailable Data”) to Creditsafe Japan at any time during the term of this Agreement, Creditsafe Japan shall be entitled to:

7.3.1. obtain a similar service from another third party supplier; or

7.3.2. where a similar service cannot be obtained from an alternative third party supplier, terminate the part of this Agreement relating to the Unavailable Data. In such circumstances the remainder of this Agreement will remain in full force and effect.

7.4. Upon expiry or termination of this Agreement:

7.4.1. all rights and licences granted under this Agreement, including the right to access and use the Service, shall immediately terminate;

7.4.2. the Customer shall immediately pay to Creditsafe Japan all of Creditsafe Japan’s outstanding and unpaid invoices;

7.4.3. in respect of any part of the Service supplied by Creditsafe Japan but for which no invoice has been issued (including, but not limited to, any searches carried out by the Customer which have not been invoiced and/or paid for), Creditsafe Japan shall be entitled to submit an invoice to the Customer, which shall become due and payable by the Customer immediately on receipt;

7.4.4. 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;

7.4.5. the Customer must use its best endeavours to delete all and any part of the Service held by the Customer in any format and the Customer may not make any further use of the Service.

8. Indemnity

The Customer agrees to indemnify, defend and hold Creditsafe Japan (and its parents, subsidiaries, affiliates, officers and employees) harmless from any and all actions, judgements, proceedings, liabilities, losses, cost, expenses, damages, claims or demands (including without limitation court costs and reasonable legal fees), made by any third party or incurred or suffered by Creditsafe Japan (or its parents, subsidiaries, affiliates, officers or employees) arising out of or in connection with the Customer’s use of the Service and/or arising from the Customer’s breach of this Agreement.

9. Assignment

9.1. Creditsafe Japan may assign the benefit of this Agreement.

10. Force Majeure

10.1. Creditsafe Japan will not be liable to the Customer or to any other party for any delay in performance or failure to perform any of its obligations under this Agreement if such delay or failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Creditsafe Japan, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of Creditsafe Japan or any other party), failure of a utility service or telecommunications network, internet outages, communications outages, power outages, fire, flood, storm, war, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, default of suppliers or sub-contractors, or act of God.

10.2. If the Force Majeure Event prevents Creditsafe Japan from providing all or any part of the Service for more than 90 days, Creditsafe Japan shall, without limiting its other rights or remedies, have the right to terminate this Agreement.

11. Confidentiality

11.1. 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 11.2.

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. Timeframes for delivery of the Service

12.1. Creditsafe Company 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.

12.2. Company Credit Reports providing details of companies outside Japan are provided within the specific timeframes detailed at the Creditsafe Japan website.

13. Miscellaneous

13.1. 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.

13.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement.

13.3. The terms of this Agreement and the provision of the Service and the relationship between the Customer and Creditsafe Japan shall be governed by and construed in accordance with the laws of Japan . The Customer and Creditsafe Japan irrevocably agree to submit to the exclusive jurisdiction of the Tokyo District Court of Japan.

13.4. Any failure of or delay by Creditsafe Japan to exercise or enforce any right, remedy or provision of this Agreement or by law shall not constitute a waiver of such a right or of any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5. The Service is subject to availability.

13.6. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.7. Except as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Creditsafe Japan.