Terms and Conditions
TERMS AND CONDITIONS
Online Services Agreement
1 SCOPE
1.1 Subject to the terms and conditions set forth herein and in the Order Page (hereinafter jointly referred to as the "Contract"), CRIF S.p.A., a company registered in Italy and located at with registered office at Via della Beverara 21, 40131 Bologna, VAT no. 02083271201, (hereinafter “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 (hereinafter “CUSTOMER”). The service provided by CRIF referred herein as the "Skyminder Service" gives access, within the limits allowed by law and for the period covered by this Contract, to business information including reports (hereinafter “Business Information Report”) and commercial information on companies and enterprises in different countries, and compliance check reports (hereinafter “Compliance Check Reports”) meaning reports that can be requested on both companies and persons and verifies worldwide information, like Sanctions List, Enforcement data, PEP (political exposed persons), Adverse Media, SOE data (state owned companies), Registrations category. CRIF and the CUSTOMER are also hereinafter jointly referred to as the “Parties”. “Order Page” means an online ordering web page available on the Website, where the CUSTOMER will select the information and services requested by the CUSTOMER as well as the method of payment and the applicable fees.
1.2 Detailed information on the Skyminder Service is contained on the website www.skyminder.com ("Website") and in the Order Page which is an integral part of the Contract.
1.3 The CUSTOMER declares from this time forth that the Skyminder Service is suitable for the specific use the CUSTOMER intends to make of it and assumes all relevant risk.
2 METHOD OF PROVIDING THE SKYMINDER SERVICE
2.1 Within a reasonable time, upon completion of the online registration, including the acceptance of this Contract, CRIF will activate the identification code (username) and the access key (password) defined by the CUSTOMER for using the Skyminder Service through the Website (hereinafter “Account”).
2.2 CRIF reserves the right not to activate the Account if it has reason to believe, at its sole discretion, that any irregularity occurred in the registration process.
2.3 The CUSTOMER shall use the Account to access the Website and make requests for the reports of interest, as available within the Skyminder. It will be possible to view the requests and the results on the Website.
2.4 CRIF will not be responsible for any defect, discontinuity or impossibility in accessing and/or using the Skyminder 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 Skyminder Service, problems in the Internet network, force majeure or unforeseeable events). CRIF does not warrant that the Website will be uninterrupted, error-free or accessible, that defects will be corrected, that the Website will be secure or operate without error or that this Website or services will meet client’s requirements.
2.5 The Parties expressly stipulate that, should it become necessary for CRIF to perform maintenance operations on the Skyminder 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 Skyminder.
2.6 The Skyminder 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.
2.7 The CUSTOMER shall use the Skyminder Service and the content received by CRIF only for internal business purposes. The CUSTOMER shall not copy, reproduce in any form, resell and/or provide to third parties the reports and information obtained from the Skyminder 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.
2.8 The CUSTOMER has been made aware and accepts that the activation of the Skyminder Service allows the CUSTOMER to purchase only the information specified in the Order Page.
2.9 Without prejudice to the provisions of point 4.4 below, any changes to the contents, the available information and reports, to the functionality, the features and to the cost of the service will be displayed on the Order Page; these changes will be considered to be governed by this Contract and its integral and substantial parts.
2.10 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 Skyminder 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 SKYMINDER SERVICE
3.1 Subject to section 2.4 and 2.5, the Skyminder Service will be available as of the date of activation of the Account.
4. DATA MANAGEMENT
4.1 CRIF undertakes to use the best practices for managing the Skyminder 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 Skyminder Service.
4.2 The Skyminder Service is provided by CRIF on an “as is” basis and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, CRIF disclaims all warranties, express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose or any implied warranties arising from course of dealing or usage of trade.
4.3 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.
4.4 The CUSTOMER is aware that the organization and structure of the information within the Skyminder 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 Skyminder Service, that should become necessary for technical reasons, organizational reasons, or for reasons not attributable to CRIF.
5. PAYMENT
5.1 For accessing the Skyminder Service the CUSTOMER is required to pay the amounts specified in the Order Page, according to the CRIF current fees, which the CUSTOMER declares to know and accept, and in accordance with the methods of payment selected by the CUSTOMER on the Order Page. The amounts are considered to exclude VAT (if applicable) and other duties and expenses related to the provision of the Skyminder Service, with the exception of anything expressly indicated in the Order Page and subsequent amendments pursuant to section 2.9.
5.2 For each payment 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.
5.3 CRIF reserves the right to change the rates defined in the Order Page whenever the costs for performing the Skyminder Service increase for any reason. In the latter case, CRIF will publish the new current rates in the Order Page. The new prices will be automatically applied after such publication.
6. TERM OF CONTRACT
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 ("Effective Date") and shall continue until it is terminated according to section 10. Upon expiration of the abovementioned term, if the CUSTOMER wishes to reactivate its Account in order to restart to use the Skyminder Service, it shall send a written request to CRIF to the following email address: activations@skyminder.com and shall sign the new contract that will be sent to it by CRIF. At the end of this procedure, CRIF shall reactivate the CUSTOMER’s Account within a reasonable time. It is understood between the Parties that CRIF reserves the right to refuse, at its sole discretion, the CUSTOMER's request for reactivation.
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 reports 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 Skyminder 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 Skyminder 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 Skyminder 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 Skyminder 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 further 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 Skyminder Service diligently and not to transfer for any reason, reuse, resell, and/or make available to third parties the information from the Skyminder Service. The CUSTOMER is not authorized to disclose the information from the Skyminder Service, releasing CRIF from any improper or non-compliant use of said information by the CUSTOMER.
8.4 The CUSTOMER may order and use the Compliance Check Reports solely for the purposes of meeting regulatory compliance requirements regarding anti-money laundering, counter-terrorism financing, fraud risk management and anti-bribery or corruption. It being understood that CUSTOMER’s use of the Compliance Check Reports shall be for only lawful and legitimate business purposes, including those specified above in connection with a specific information request, relating to its business. The CUSTOMER shall not use the Compliance Check Reports for marketing or employment screening purposes, nor shall the CUSTOMER use any information contained in the Compliance Check Reports for a purpose not otherwise authorized in this Contract.
8.5 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.
8.6 Should the confidentiality of the access key be compromised for any reason (theft, loss, etc.), the CUSTOMER is required to: i) immediately change the access key through the Website and ii) immediately inform CRIF of this situation by any means as soon as they get informed, and then confirm this notification by sending a certified electronic mail (or equivalent method 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 certified electronic mail. If the CUSTOMER is unable to change the access key as per section 8.6.i) above and at its request within the abovementioned certified electronic mail, CRIF undertakes to deactivate the access key as soon as possible. In addition, the CUSTOMER may be required to comply with additional terms and conditions set forth by the information providers for the access to certain contents, as displayed and notified to the CUSTOMER in the personal account from time to time. Such additional terms and conditions shall be deemed to be part of this Contract.
8.7 The Client hereby agrees not to use the Skyminder Service or related communication services to:
a) send or forward messages or communications which are abusive, offensive, obscene, or of such nature to give intentionally offence to any recipient;
b) send or forward messages which promote, sell or advertise any product or service to any recipients; and/or
c) send or forward files or other material which is affected by viruses or similar threats;
8.8 The CUSTOMER is responsible for any damage resulting if:
• it uses the data and information from the Skyminder 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 Skyminder 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.
8.9 The CUSTOMER further agrees to indemnify, defend and hold harmless CRIF and the information providers from any and all claims, damages, liabilities, costs, charges, and expenses, including attorneys’ fees, arising out of any breach of this Contract by the CUSTOMER, including any use of the business information and/or of the reports and/or of any other content which is not expressly authorized under this Contract, including without limitation any violation of copyrights belonging to third parties.
8.10 It is also agreed between the Parties that any evaluations resulting from the consultation of the data and information from the Skyminder Service are undertaken by the CUSTOMER, and/or by their successors in title, with complete autonomy and under their own sole and direct responsibility.
9. ASSIGNMENT
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 and immediately terminate this Contract at any time, in such case CRIF shall deactivate the CUSTOMER’s Account without any notice to the CUSTOMER.
10.2 The CUSTOMER has the right to unilaterally terminate this Contract at any time, in such case the CUSTOMER will send a written request to CRIF at the following e-mail address: activations@skyminder.com; CRIF within reasonable time shall deactivate the CUSTOMER’s Account.
10.3 It is understood between the Parties that:
a) in case of termination for convenience of this Contract by CRIF, CRIF shall reimburse the Customer the amount already paid by the CUSTOMER for Business Information Reports and/or Compliance Check Reports not yet delivered by CRIF;
b) in case of termination for convenience of this Contract by the CUSTOMER, CRIF shall withhold any amount already paid by the CUSTOMER for Business Information Reports and/or Compliance Check Reports not yet delivered by CRIF without any obligation to deliver such reports.
10.4 Notwithstanding the foregoing, if the termination by CRIF is due for the following breaches of Contract by CUSTOMER:
- violation of section 2.7;
- violation of sections 8.1, 8.3 and 8.5;
- violation of section 9;
- violation of section 13;
CRIF shall withhold any amount already paid by the CUSTOMER for Business Information Reports and/or Compliance Check Reports not yet delivered by CRIF without any obligation to deliver such report.
11. EXCLUSIVE JURISDICTION AND APPLICABLE LAW
11.1 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 laws of Italy.
12. RIGHT OF INSPECTION
12.1 During the validity of this Contract CRIF or its authorized representatives shall be entitled to audit the CUSTOMER’s compliance with its obligations under this Contract on reasonable notice.
12.2 During the course of any audit carried out by CRIF, if required at its sole discretion, also in CUSTOMER’s premises, the CUSTOMER will use its best endeavours to provide all reasonable assistance to CRIF and make available one or more of its managers or senior officials with the appropriate level of expertise and authority to answer any reasonable enquiries of CRIF. The CUSTOMER will use its best endeavours to provide CRIF with any information it reasonably requests and/or to evidence the CUSTOMER's compliance with this Contract.
12.3 The scope of any such audit shall be limited to those files, books, records, accounts, procedures and quality control policies that are reasonably and directly relevant to the CUSTOMER’s compliance to this Contract. CRIF shall take all reasonable steps to minimise disruption to the CUSTOMER’s business during such audits, which shall be carried out during normal business hours. CRIF shall bear all costs for the above-mentioned audits.
13. DATA PROTECTION
13.1 In the execution of the Agreement, the Parties will process data as independent controllers. The Parties undertake to comply with the data processing provisions set out by EU Regulation 679/2016 (“GDPR”) and by any other applicable legislation in force, and to use systems and procedures for data processing operations in compliance with the provisions of article 32 of the GDPR.
13.2 Whether the CUSTOMER is stablished outside of the European Union, the transfer of personal data shall be carried out, without specific authorizations, if the third country guarantees an adequate level of data protection according to the European Commission. In the absence of the aforementioned adequacy decision adopted by the European Commission, such transfer to third countries may be carried out by adopting the Standard Contractual Clauses (Schedule B). In such case the CUSTOMER undertakes to provide information required by “Transfer Impact Assessment” (Schedule A) as per the recommendation 01/2020 of the European Data Protection Board, prior signing the Standard Contractual Clauses.
13.3 Should the CUSTOMER breach the terms stated in this article, CRIF shall be entitled to automatically terminate the Agreement.
Annexes:
- Schedule A Transfer Impact Assessment
- Schedule B Transfer Impact Assessment Standard Contractual Clauses
