Creditsafe Italia S.r.l.

Creditsafe Italia S.r.l. with registered office in Milano, Via Pantano 2, 20122 CAP, tax code and registration number at the Registro Imprese di Milano REA 07589380968, MI-1969106, ("Creditsafe") is a company that provides commercial information solutions and services related to credit management.

Following agreement with InfoCamere S.C.p.A., società consortile delle Camere di Commercio, with registered office in Piazza Sallustio 21, 00187 Roma ("InfoCamere"), who is the official distributor of the data contained in the public records of the Chambers of Commerce, operated by InfoCamere, and is therefore entitled to independently distribute data acquired by the Chambers of Commerce, also elaborated and associated with data from other sources. Creditsafe has entered into commercial agreements with other third parties for the distribution of commercial information relating to foreign businesses.

1. Scope

1.1.This agreement (the "Terms and Conditions") defines the terms and conditions applicable to all products and/or services which Creditsafe undertakes to supply through its website ("site") to you ("Customer") in respect of orders issued from time to time by the Customer in the manner below (the "services") and which may include:

1.1.1. the corporate credit reports (the "Corporate Credit reports") providing online information and reliability assessments of companies entered in public registers (e.g. Commercial Register) or in foreign databases;

1.1.2. the provision of data, extracted from the same sources mentioned in paragraph 1.1.1., developed according to the characteristics and criteria defined by the Customer and made available by Creditsafe,

1.1.3. and any additional services whose contents, specifications and costs are available to the customer via the site.

1.2. The Order Confirmation together with the Terms and Conditions constitutes the entire and only agreement governing the services between the Customer and Creditsafe (the "Agreement").

1.3. By registering with the site and specific confirmation of acceptance of the Terms and Conditions the Customer confirms to know and accept the Terms and Conditions that will apply to any and all orders issued by the Customer until the date of cessation of the last order. Except as otherwise noted below, in the event that the terms set out in the Order Confirmation are contrary to the Terms and Conditions, the latter shall prevail.

1.4. The services are intended for the use of businesses and professionals.

2. Making the Order

2.1. The Customer will issue, through the Creditsafe call center a phone order to purchase the services that it considers of interest among those available on the site ("Order").

2.2. Creditsafe is free to accept or reject the Order.

2.3. If accepted Creditsafe will send to the Customer via e-mail, the Order Confirmation detailing a summary of the services and duration of services selected by the Customer and conditions of payment of fees.

2.4. In the event of a new Customer, Creditsafe will send, via email, the Site login credentials – username and passwords ("Credentials") – for registration on the site. This is an essential condition for the enjoyment of the services themselves.

3. Use of Services

3.1 The Customer undertakes to use the services subject to the Agreement by accessing the site using their own credentials and submit their requests for information in the case of Corporate Credit Reports.

3.2 The services covered by the agreement and any Company Credit Reports, if required, services will be made available to the customer immediately.

3.3 In case of packet Services, each request for use of the services and/or any consequent result produced or processed by Creditsafe will be counted by Creditsafe and deducted from the total number available. The number of remaining Company Credit Reports available to the Customer can be viewed by the customer in "My Account" section on the site.

4. Term

4.1 The Agreement will come into force with effect from the date specified in the Order Confirmation and shall be valid and effective for a period of 12 (twelve) months from such date ("Term"), unless otherwise specified in the order confirmation.

4.2 Upon expiry of the Term, the services covered by the Order will be considered terminated. Creditsafe will be released from any obligation in relation to the provision of services which are the subject of its Order not used by the customer within the same period, excluding any right of the Customer's credit in relation to unused portions of the service.

5. Intellectual property rights of Creditsafe

5.1 With the signing of this Agreement the Customer acquires a right of access to, and use of, the services and/or software made available by Creditsafe for use of the services (the "Software"), to the extent and for the purposes described herein and only during the period of Term of the Agreement. Except as hereinafter provided, it is in any case understood that with the signing of this Agreement the Customer does not acquire the ownership of data and information resulting from services but only the right to use these results for the purposes and within the limits as provided in this Agreement.

5.2 Except as expressly provided in these Terms and Conditions, access to services does not give the Customer any rights in the database, Data and/or Software, or copyrights, trademark rights, or other intellectual property rights of third parties or Creditsafe thereon.

5.3 Creditsafe grants to the Customer a non-exclusive, non-transferable licence, valid for the Italian territory and only for the Term of the Agreement, to use the services on the site and the data and information resulting from the use of said services and/or Software, for the internal purposes of their business only.

5.4 Unless otherwise specified in the Order Confirmation, the use of the service and/or the Software pursuant to this Agreement shall be limited, for each license, to only one registered user. The use of the service by multiple users requires obtaining a number of licenses equal to the number of users to whom the Customer intends to release simultaneous access.

5.5 The Customer undertakes not to use the services in such a way that is a violation of copyright and/or other intellectual property rights of which Creditsafe or third party licensors are the owners, and therefore the Customer will not and will not allow any third party to, adapt, alter, modify, reverse engineer, decompile, or otherwise interfere with any item or part of the services and/or the Software without prior written permission by Creditsafe, except to the extent required by law. Creditsafe reserves in any case the right to adopt any measure aimed at making identification of its service and information easier.

6. Customer's Obligations

6.1 The Customer is obliged to verify the suitability of each service in the light of their needs.

6.2 The customer is required to provide devices and computer software, and an Internet connection required in order to take advantage of the services. It is the responsibility of the Customer to check the compatibility of its computer and connection tools.

6.3 The Customer must also, and undertakes:

6.3.1 not to perform acts, not adopt behaviours and/or take actions that could in any way, either directly or indirectly, prejudice the image and reputation of Creditsafe;

6.3.2 to use the service in compliance with laws, regulations and/or national and international disciplines applicable to the service, including, the current legislation on the protection of personal data, in so far as applicable, and in compliance with the provisions of the Agreement;

6.3.3 to make use of the services, their result, and/or the Software solely for its internal use in Italy, and not to sell, use or otherwise make available (or use for the benefit of) third party services, or any part thereof, or the results obtained from the services and/or the Software and/or to disclose information obtained from the services;

6.3.4 not to use the services, or parts/components of them, their results and/or the Software, for the purposes of providing services to the client or to commercially exploit the same;

6.3.5 to provide correct, up-to-date and truthful information in relation to its general information and those of the legal person on whose behalf the Agreement stipulates, and be equipped with the necessary powers of Attorney, under penalty of termination of the Agreement.

6.4 The Customer must use the utmost care in order to keep secret and confidential their credentials, initially or subsequently issued to the Customer as well as the details of its account, and agrees not to access, attempt to gain access or allow access to third parties without prior written permission of Creditsafe. The client will therefore be entirely liable for unauthorized or inappropriate access of the service by third parties in the cases mentioned above, and undertakes to indemnify and hold harmless Creditsafe for all damages caused to third parties as a result of an unauthorized use of Creditsafe Italia S.r.l. Terms and Conditions the services. In case of a suspected violation of the credentials, the client is obliged to inform Creditsafe promptly in writing promptly, thereafter Creditsafe which will disable its credentials and reassign new credentials.

7. Consideration – Invoicing

7.1 Upon conclusion of the Agreement, with the issuance of the Order Confirmation, the Customer undertakes to pay to Creditsafe, in return for the services of each Agreement, the amounts indicated in the Order Confirmation (the "Consideration"), calculated according to the rates and conditions on the site.

7.2 The consideration is exclusive of VAT.

7.3 Creditsafe will invoice for the Consideration or installment of the Consideration within the time agreed upon with the Customer and detailed in the Order Confirmation.

7.4 The Customer undertakes to pay the Consideration, or installments of the Consideration as detailed in the Order Confirmation, within the time and manner agreed with the Customer and specified in the Order Confirmation within 21 (twenty-one) days from the invoice issuance date, unless otherwise stated in the Order Confirmation.

7.5 In case of non-or late payment of the amount due by the Customer under the Agreement, the Customer shall be obliged to pay interest on arrears to Creditsafe referred to in Legislative Decree No. 231/2002 accrued on this amount from the invoice due date calculated on the basis of an essay of interest equal to that of the main instrument of the European Central Bank refinancing as it applies to its most recent main refinancing operation carried out on the first day the semester calendar in question, increased by seven percentage points.

7.6 The Customer agrees in advance to repay in full, each cost, charge or expense sustained by Creditsafe and caused by eventual procedure undertaken by the latter for the recovery of debts.

7.7 It is understood that the costs of connection to the Internet for the use of the services shall be borne by the Customer.

8. Warranties and limitation of liability

8.1 Creditsafe represents and warrants that it possesses, and undertakes to maintain the necessary permissions and agreements for the provision of services and undertakes to inform the customer of any variation that might possibly intervene in respect to their approvals and require the termination of services.

8.2 Creditsafe undertakes to provide services with due care and attention diligence only ensuring the accuracy and quality of services provided, except as detailed below.

8.3 The Customer acknowledges and agrees that, except for the services referred to in section 8.4, the services are based on data and information from public archives or from third-party sources. The Customer therefore acknowledges that the information resulting from such services are provided without warranty of accuracy and completeness and that may be incorrect or outdated. Creditsafe shall not be liable if the Customer makes exclusive reliance on data and information provided through the services.

8.4 The Customer acknowledges that the Company Credit Reports are the result of statistical processing and computing information necessarily partial and that the information and opinions expressed therein are the result of values that cannot be incontrovertible.

8.5 Except as provided for in section 8.6 and except to the extent required by law, Creditsafe shall not be liable for any unavailability of the services, delays, errors and damages of any nature suffered by you or any third party, its successors in connection with the services. In particular, within the limits indicated in this article 8, Creditsafe will not be liable for (i) indirect, losses suffered by the customer or by third parties its successors; (ii) financial losses of the customer or third parties, its assigns, including, by way of example and not limited to loss of business or goodwill, and (iii) foreseeable losses, such as by way of example and not limited to, loss of anticipated savings, increased bad debt and non-reduction of bad debts.

8.6 Except to the extent required by law, in the event of disputes raised by the Customer in relation to the Agreement, Creditsafe's liability and, therefore, its compensation where due, will be in any case limited to an amount that shall not in any way exceed the amounts paid or to be paid for the services which are the subject of dispute in the course of the 12 months prior to the time when the dispute arose, or in the least amount of time if the agreement has had a shorter duration.

9. Suspension of services - Termination

9.1 In case of delay in payment of the Consideration, or installment of the Consideration, Creditsafe may, at its discretion, suspend the provision of the services covered by the Agreement until the actual receipt of payment by the Customer and any default interest, without prejudice to further legal remedies.

9.2 If the delay continues for a period longer than two weeks, Creditsafe has the right, without prejudice to legal remedies, to terminate the agreement with immediate effect by sending notice via registered letter a/r.

9.3 Creditsafe may also terminate this agreement with immediate effect in case of breach by the customer of the obligations referred to in articles 5.3, 5.4, 5.5, 6.5, 6.3.2, 6.3.3, 6.3.5, 10 and 14.2 of these Terms and Conditions upon notice to the customer by registered letter a/r.

10. Indemnity and release

10.1 The Customer undertakes to indemnify and hold harmless Creditsafe, its parent companies, subsidiaries, affiliates, officers and employees from any loss, costs, damages, including costs arising from connected and/or subsequent to legal action, supported by Creditsafe or its parent companies, subsidiaries, affiliates, officers or employees in connection with the use of the services by the Customer in violation of the Agreement and in the case of requests and/or claims made by third parties against Creditsafe or its parent companies, subsidiaries, affiliates, officers or employees arising from such breach.

11. Assignment

11.1 The Customer acknowledges and accepts that Creditsafe shall be to assign, in whole or in part, the rights and obligations arising from this agreement.

12. Force Majeure

12.1 It is understood between the parties that Creditsafe shall not be liable for failure to perform any obligation under this Agreement, where this is caused by the occurrence of unexpected events or conditions of any kind, independent and reasonably be outside its own sphere of control, including but not limited to, and/or communication, fire, floods, wars, natural disasters or other cases of force majeure.

13. Confidentiality

13.1 The parties undertake to keep confidential, not to disclose or make known in any manner to a third party, confidential information regarding the business, customers or vendors of the other party, without prejudice to the cases provided for under paragraph 13.2.

13.2 Either party may disclose confidential information of the other party:

13.2.1. employees, agents, representatives or consultants who need to know such information for the purposes of carrying out the obligations arising from this Agreement. It remains in any case intended that each Party shall ensure that its employees, agents, representatives or consultants who divulge confidential information of the other party comply with the provisions of this article 13;

13.2.2. where this is laid down by law, regulation, or in accordance with orders issued by judicial or governmental authorities.

13.3 It is expressly forbidden for either party to use the other party's confidential information for any purpose other and further than necessary for the fulfilment of the obligations arising from the agreement.

14. 3D Ledger

14.1 If the Customer receives the service through the interactive risk management tool called "Ledger 3D", the Customer will provide monthly to Creditsafe, using the special software made available by Creditsafe website, information related to your accounts receivable (the "payment information"). Creditsafe will analyze the data and will provide the Customer with analysis services of the Customer’s financial exposure, using online viewing.

14.2 The Customer grants Creditsafe:

(i) that the payment details are correct, truthful, and complete,

(ii) that the payment details are also lawful within the meaning of the legislation on protection of personal data, in so far as it is applicable, and can be legitimately disclosed to, and used by, Creditsafe to analysis activities

(iii) that, if applicable, the persons to whom such information relates have been informed of the processing of their data for such purposes and have allowed their use by Creditsafe for those purposes,

(iv) to commit to maintain the necessary agreements to grant Creditsafe rights arising from such service, undertaking to indemnify and hold harmless Creditsafe from any damages, charges, penalties or claims made by third parties and/or by the competent authorities for breach of any such warranties. Creditsafe Italia S.r.l. Terms and Conditions

14.3 With the conclusion of the Agreement concerning the use of this service, if applicable, the Customer grants to Creditsafe a non-exclusive, non-transferable license to use, copy and process the payment information for the purpose of their use in the development of services that will make available Creditsafe to its customers. The license will have a duration of 30 years.

15. International Credit Reports

15.1 The Company Credit Reports containing information regarding company based outside Italian territory (International Credit Reports) are provided only "if available" and the countries from which these reports are available will vary during the Term of this Agreement.

15.2 The Company Credit Reports containing information on companies based outside the Italian territory are provided in the times shown on the site.

16. Modifications of the Terms and Conditions and services

16.1 The Customer acknowledges and accepts that Creditsafe, at its discretion, can make changes, additions and/or make updates to the Terms and Conditions, to services offered as well as the characteristics and modes of supply of the services from time to time if they are considered necessary and/or appropriate, for the purpose of improvement of services and/or for reasons outside their control. Creditsafe shall provide the Customer with reasonable notice, in the manner deemed most appropriate (e.g. through appropriate communication on site and/or communication via e-mail) in view of the magnitude and complexity of the changes and/or additions and/or updates.

16.2 In the cases referred to in the preceding article. 16.1, the changes will be effective only in connection with the services ordered by the Customer after the date of entry into force of such amendments.

17. Media Solutions

17.1 With respect to the Media Solutions service, Creditsafe merely provide a search tool of information extracted from the Internet, for keywords entered by the Customer.

17.2 The Customer acknowledges and accepts that Creditsafe has no control over this information, nor is any warranty provided in relation to the correctness, completeness and updating of content of Media Solutions and Creditsafe cannot be held responsible for the quality or availability of such content.

17.3 If it is aware that the services and the content Media Solutions are inconsistent with any regulation or detrimental to the rights of third parties, Creditsafe will have the right to remove such materials, and to take all measures as it considers necessary and appropriate in order to put an end to such violations. Creditsafe shall not be liable for negligence or misuse of the service or content Media Solutions for third parties by the customer.

17.4 If access to internet sites, which are available in the contents shown in Media Solutions, are subject to payment of a fee, such payment will be charged to the customer who is free to access such content at their own discretion.

18. Miscellaneous

18.1 If one or more of the provisions of the Agreement are deemed invalid, void or ineffective, such nullity, invalidity or ineffectiveness shall not extend to the other provisions of this Agreement which shall remain in full force and effect between the parties.

18.2 It is understood between the parties that the non-exercise of rights arising from Creditsafe Agreement, shall not constitute, nor can in any way be construed as a waiver of such rights.

18.3 The agreement may be amended only in writing and is accepted only by persons with the necessary powers of representation of the parties.

18.4 Any communications due under the Agreement must be made in writing to the address indicated in the order confirmation or to different addresses notified to the other party after the conclusion of the agreement, in the manner provided for in this article.

18.5 The Agreement shall be governed by Italian law.

18.6 The Customer irrevocably agrees that any dispute that may arise between Creditsafe and the Customer in relation to the interpretation, execution or termination of the Agreement will be given to the exclusive competence of the Court of Milan.