2007-04-01 Distribution of Information Products provided by the EBR Network.

Terms of Usage and Sales

With reference to the Information Sharing Agreement, Article 1, Distribution, Point 6 and 7, these unified Terms of Usage and Sales (compiled by each concerned country’s National Sales Conditions) have been established to be followed by each distributing ISA Participant and, where appropriate, to be incorporated in the distributing ISA Participants sales contract towards their End Users or Third Party Distributors as stated below.

The distributing ISA Participant is obliged to observe and to follow these conditions as they are, as amended from time to time, at the time of distribution. However, should a distribution contract have been established between a distributing Participant and a party outside of the EBR network, the distributing Participant shall not be required to adhere to an amendment made to these conditions after the time of the signature of such a distribution contract, until said contract is due for renewal.

I General Terms of Usage and Sales Conditions in respect of End Users (including ISA Participants’ End Users and Third Party Distributors’ End Users)

II Terms of Usage and Sales Conditions specific to Third Party Distributors

I Terms of Usage and Sales in respect of End Users

Definitions

For the purpose of this Attachment:

“User”, or collectively ”Users”, includes both ISA Participants’ End Users and Third Party Distributors’ End Users, who are allowed to use the EBR Data purchased for personal use only, and the term ‘the User’ means any of those End Users.

“Legal Information”/ “Data” means the information or data held by the database of:

  • the Austrian Ministry of Justice official Business Register Database – the Austrian National Business Register. Information Provider: Telekom Austria AG,

  • Bolagsverket - the Swedish National Business Register,

  • INPI (Institut National de la Propriété Industrielle) - Registre National du Commerce et des Sociétés - INPI (National Institute for Industrial Property) – the French National Business Register

  • the Latvian State Enterprises register – the Latvian National Business Register - Information Provider: Lursoft IT,

  • Patentti- ja rekisterihallitus (PRH) – the Finnish National Business Register,

  • the Registre National du Commerce - the Belgian National Business Register - managed by the \"La Banque Carrefour des Entreprises” – Information Provider: Coface Services Belgium

  • the United State Register of legal entities and individual entrepreneurs - the Ukrainian National Business Register - Information Provider: State Enterprise \"Information Resource Centre \"

  • Verband der Vereine Creditreform e.V – a private operator of a company database, providing German Business Information


(hereinafter collectively referred to as “the Databases”)

\"Information Provider\", or collectively, \"Providers\" means the ISA Participant which processes the data from one of the national Databases listed in the previous paragraph, and has the right to provide that same data to a Participant within the EBR Network as stated within the ISA agreement.

Preamble:

These Terms of Usage and Sales in respect of End Users are in principal common and valid for all Information Providers listed above. However, due to differences in national legislation etc., specific for a certain country, some terms are particular for one or more Information Providers. Therefore, the distributing ISA Participants and their Users will notice that the conditions below are specific for a special country where so is indicated.

When accessing or selling Information from the Swedish National Business Register, the Participants and its Users are, in this context, obliged to conform to 2 d only .

Scope:

The purpose of this Attachment is to replace the former individual sets of National Sales Conditions, previously issued by the Providers listed above, with one set of conditions, common for all of these Providers. Therefore, the conditions stated in this document shall only apply in the contractual relationship between one of the Providers listed above and an ISA Participant that supplies information originating from that Provider.

1) Preconditions for the providing of Information

  1. The Providers permit the ISA Participants, and hence their Users, to access Legal Information from the Databases and to resell it to their Users, strictly on the basis that the Participants and the Users are bound by and adhere to these Terms of Usage and Sales.
  2. The Providers will use their best efforts to build up the Databases and keep them up to date. However, under no circumstances shall the Providers be liable for any express or implied duty to achieve a given result.
  3. The Data supplied to the User might be indicative only and furthermore uncertified depending on the legislation in the country in which the Database is established.
    Therefore, the User will notice that:
    French Data supplied to the User is, according to French legislation, indicative only. The Data supplied is uncertified, and the User is hereby on notice that only hard copies supplied by INPI or by the Greffes des Tribunaux de Commerce (local French Business Registers from the Commercial Courts), duly certified by those bodies, have a legal value.
    German Data, supplied by Creditreform, which is a private operator, is indicative only. Only documents, in the shape and form of hard copies, which are judicially recognized by court, have a legal value.
    Information supplied by Lursoft IT is also indicative only.
  4. The User has full responsibility to take all measures necessary to access the Data, mainly by using an adapted technical configuration, and to protect himself against intrusion or virus contamination.
  5. The User will access the EBR Service via the Internet. Under no circumstances, shall the Providers be liable for any technical inability to access the service which may arise, whether as a result of phone failure, internet service provider, failure or shortage of power, and/or a problem originating in the User’s technical configuration, etc.
  6. The User is fully responsible in respect of requests made by him to the Information Provider for Data and in respect of the usage which it makes of the Data obtained as a result of those requests.
  7. The User has full responsibility for the data retrieval operations.
  8. The Providers reserve the right to restrict the access to their respective Database in the event of unlawful use of the data or restrictions impelled by legislation, governmental or administrative order.

2) Usage conditions

  1. The User receives a non-exclusive usage right to access the database and the data. This right is strictly personal to the User and the Data is supplied to the User for internal use only. Under no circumstances, may retrieved data be communicated, duplicated, redistributed, incorporated, modified or altered in any manner by the User, free of charge or not.
  2. The following are expressly prohibited:
    i) the retrieval by the User, by temporary or permanent transfer, of the totality or a qualitatively or quantitatively substantial part of the database\'s content, whatever the means or the format,

    When purchasing Data coming from Belgium and France:
    ii) the retrieval or the systematically repeated re-use by the User of a qualitatively or quantitatively non-substantial part of the database\'s content.
  3. When purchasing Data coming from Latvia:
    The usage right is strictly for identified Users and the information can only be used in accordance with Copyright and Private data protection laws.
  4. When purchasing Data from every Information Provider comprised by these General Terms of Usage and Sales:
    The Participants and their respective Users are obliged to treat the Data supplied in such a way that the integrity of any person registered in any of the Databases comprised by these conditions is protected in accordance with the Directive 95/46/EC of the European Parliament and of the Council of 24th October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as well as any corresponding implementations of this Directive into national legislation of Member States.

3) Liability

  1. The Providers will be liable according to statutory legal provisions for any damage that is caused by a deliberate or grossly negligent act.
  2. The liability of the Providers shall be limited to the maximum degree of damage which has to be expected as for the kind of contracts herewith negotiated in the case of a fundamental breach of their contractual duties.
  3. When purchasing Data coming from Belgium, Finland, France and Latvia:
    Under no circumstances, shall the Providers be liable to the User for any loss or damage, whatever its nature (in particular a loss of business, a data loss or other financial loss) resulting from the use of the tools provided by EBR and the Providers, in connection with the supply of Data to the User via EBR.
  4. A claim for compensation emerging from the providing of incorrect Data shall be settled in accordance with Article 9 in the ISA-agreement.
  5. Any further liability of the Providers is excluded.
  6. The User is liable and hence obliged to compensate the Information Provider for any damage caused in relation to any non-authorised communication, duplication, redistribution, incorporation, modification or alteration of the data, as this is stated within the ISA Agreement or in these general Terms of Usage and Sales, including, but not limited to, fault or negligence on the part of the User.

II General Terms of Usage and Sales specific to Third Party Distributors

Definitions

For the purpose of this Attachment:

\"Legal Information\" / \"Data\" means the information or data held by the database of:

  • the Austrian Ministry of Justice official Business Register Database – the Austrian National Business Register. Information Provider: Telekom Austria AG,
  • Bolagsverket - the Swedish National Business Register,
  • INPI (Institut National de la Propriété Industrielle) - Registre National du Commerce et des Sociétés - INPI (National Institute for Industrial Property) – the French National Business Register
  • the Latvian State Enterprises register – the Latvian National Business Register - Information Provider: Lursoft IT,
  • Patentti- ja rekisterihallitus (PRH) – the Finnish National Business Register,
  • the Registre National du Commerce - the Belgian National Business Register - managed by the \"La Banque Carrefour des Entreprises” – Information Provider: Coface Services Belgium
  • the United State Register of legal entities and individual entrepreneurs - the Ukrainian National Business Register - Information Provider: State Enterprise \"Information Resource Centre\"
  • Verband der Vereine Creditreform e.V – a private operator of a company database, providing German Business Information

(hereinafter collectively referred to as “the Databases”)

\"Information Provider\", or collectively, \"Providers\" means the ISA Participant which processes the data from one of the national Databases listed in the previous paragraph, and has the right to provide that same data to a Participant within the EBR Network as stated within the ISA agreement.

“EBR Products” means aggregated Legal Information/Data, originating from the Databases listed above in this Attachment, structured in:

  • standardised EBR results lists and reports and / or
  • strictly national products (like annual accounts) available via the EBR Network (as defined below).

\"EBR or EBR Network\" means the service through which the EBR Products and / or strictly national products are requested, delivered and retrieved.

“Distributor” means an external Distributor, outside of the ISA Agreement and the EBR Network.

“End User” means a Customer of the Distributor that is using the EBR Data supplied for personal use only.

Preamble:

These Terms of Usage and Sales in respect of Third Party Distributors are in principal common and valid for all Providers comprised by these terms. However, due to differences in national legislation etc., specific for a certain country, some terms are particular for one or more Providers. Therefore, the ISA Participants and their Users will notice that the conditions below are specific for a certain country where so is indicated.

When accessing or selling Information from the Swedish National Business Register, the Distributors and their Users are obliged to conform to 4 d only .

Scope:

The purpose of this Attachment is to replace the former individual sets of National Sales Conditions, previously issued by the Providers listed above, with one set of conditions, common for all of these Providers. Therefore, the conditions stated in this document shall only apply in the contractual relationship between one of the Providers listed above and an ISA Participant that supplies information originating from that Provider and, in the next tier, its Distributors and End Users.

1 Preconditions for the providing of Information

  1. The Providers will use their best efforts to build up the Databases and keep them up to date. However, under no circumstances shall the Providers be liable for any express or implied duty to achieve a given result.
  2. The Data supplied to the Distributor or End User might be indicative only and furthermore uncertified depending on the legislation in the country in which the Database is established.

    Therefore, the Distributor or End User will notice that:
    French Data supplied to the User is, according to French legislation, indicative only. The Data supplied is uncertified, and the User is hereby on notice that only written hard copies supplied by INPI or by the Greffes des Tribunaux de Commerce (local French Business Registers from the Commercial Courts), duly certified by those bodies, have a legal value.

    German Data, supplied by Creditreform, which is a private operator, is indicative only. Only documents, in the shape and form of hard copies, which are judicially recognized by court, have a legal value.

    Information supplied by Lursoft IT is also indicative only.
  3. The Distributor or End User has full responsibility to take all necessary measures to access the Data, mainly by using an adapted technical configuration, and to protect himself against intrusion or virus contamination.
  4. The Distributor or End User will access the EBR Service via the Internet. Under no circumstances, shall the Providers be liable for any technical inability to access the service which may arise, whether as a result of phone failure, internet service provider, failure or shortage of power, and/or a problem originating in the Distributor’s or User’s technical configuration, etc.
  5. A distributing Participant shall, upon request, notify an Information Provider about a specific Distributor of his, should this Distributor\'s share of the distributing Participant\'s

revenue exceed 5% of the Participant\'s total turn-over earned from the supply of the EBR-information.

2 Distribution rights

In the event of a sales contract being signed between an ISA Participant and a Distributor, the Providers grants to the latter a non-exclusive distribution right to buy EBR Products via the EBR network and to resell them. This is strictly on the basis that the ISA Participants, the Distributors and the End Users are bound by and adhere to these General Terms of Usage and Sales. Furthermore, this distribution right ceases at the same time as the before mentioned sales contract expires.

The distributing ISA Participant shall oblige the Distributor to incorporate this General Terms of Usage and Sales in his sales contract and to bind his client according to the aforesaid conditions.

The Providers reserve the right to restrict the access to their respective Databases in the event of unlawful use of the data or restrictions impelled by legislation, governmental or administrative order.

3 Access

The distributing ISA Participant is not allowed, in its Sales contract with the Distributor, to guarantee an access to the EBR Products via the EBR Network above the minimum common timeframe as this is defined in the ISA Agreement, Attachment 3, Service Level Definition, Article 3.1.

The distributing ISA Participant has the responsibility to inform the Distributor in case of service interruption from a Provider, due to necessary system maintenance or to an unplanned and spontaneous service interruption outside the Provider’s control.

4 Specific usage conditions

  1. The distributing ISA Participant and hence, in the next tier, the Distributor, has the duty to ensure that the EBR Information supplied through the EBR Products is presented as such and is readily recognisable as such by the End User.
  2. To this purpose, every set of EBR Information supplied by the ISA Participant shall be graphically presented as to be unequivocally recognisable, and identified:
    • with the EBR logotype,
    • with the name of the original Information Provider of each set of data as a source,
    • with the sentence: \"The following set of information is provided by the European Business Register\".
  3. The distributing ISA Participant is obliged to ensure that the Distributor undertakes not to - in any way – store EBR Information or Products on its own or third parties\' databases for any further usage. Temporary storage of the foregoing is allowed only for the purpose of answering a query of a specific End User, and in such event for no longer than the period of the time needed for the ongoing session with that End User.
  4. When purchasing Data from France:

    The Distributor is - by the Sales Contract signed with an ISA Participant - allowed to market and sell EBR Products. However, the distributing ISA Participant is obliged to include in its Sales Contract that the Distributor is only allowed to market and sell the before mentioned EBR Products as they are to End Users.

    This means that the Distributor is not allowed to - in any way – alter the content or the context of the EBR Information and Products supplied. Furthermore, integration of EBR Information and / or EBR Products into wider or different products or services shall also be deemed to constitute an alteration of the EBR Information / Products and is consequently prohibited.
  5. When purchasing Data from every Information Provider comprised by these General Terms of Usage and Sales:

    The distributing ISA Participant is obliged to ensure that the Distributor undertakes to treat, as well as to oblige the End User to treat, any EBR Information purchased in such a way that the integrity of any person registered in any of the Databases defined above is protected in accordance with the Directive 95/46/EC of the European Parliament and of the Council of 24th October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as well as any corresponding implementations of this Directive into national legislations of Member States.
  6. After the termination of its contract with the ISA Participant, the Distributor shall no longer have any right to use the EBR logotype or to describe itself as a legitimate reseller of EBR Information and Products through EBR, and shall immediately cease use of that logotype and of such description.

5 Liability

  1. The Providers will be liable according to the statutory legal provisions for any damage that is caused by a deliberate or grossly negligent act.
  2. The liability of the Providers shall be limited to the maximum degree of damage which has to be expected as for the kind of contracts herewith negotiated in the case of a fundamental breach of its contractual duties.
  3. When purchasing Data coming from Belgium, Finland, France and Latvia: Under no circumstances, shall the Providers be liable to the User for any loss or damage, whatever its nature (in particular a loss of business, a data loss or other financial loss) resulting from the use of the tools provided by EBR and the Providers, in connection with the supply of Data to the User via EBR.
  4. When purchasing Data coming from Belgium, France and Latvia: Under no circumstances, shall the Providers be liable to the Distributor for any loss or damage arising from any fault, interruption or cessation of service occurring through any necessary maintenance or repair to the system.
  5. A claim for compensation emerging from the providing of incorrect Data shall be settled in accordance with Article 9 in the ISA-agreement.
  6. Any further liability of the Providers is excluded.
  7. The Distributor or User is liable towards the Information Provider for any damage caused in relation to any non-authorised communication, duplication, redistribution in violation of the provisions stated in the ISA Agreement or this Attachment, incorporation, modification or alteration of the data, as this is stated within the ISA Agreement or in this Attachment, including, but not limited to, fault or negligence on the part of the User.
  8. Furthermore, the Distributor or End User is liable towards the Information Provider for any damage caused in relation to a breach of the provisions stated above in 4 d or 4 e.