Terms and conditions of Credit-IQ

1. Terms and Conditions

1.1    These general terms and conditions (hereinafter referred to as “Terms and Conditions”) apply to the Client’s access to and usage of the Software in the version in force at the time of acceptance of these Terms and Conditions. The Terms and Conditions also apply to the provision of the Debt Collection Services entrusted by the Client to Atradius Collections via the Software.  
1.2    The Software is offered by Atradius Collections Ltd, having its registered office in 3 Harbour Drive, Capital Waterside, Cardiff CF10 4WZ, United Kingdom, company number: 03429221, possessing the following VAT number GB542873429 (hereinafter referred to as “Atradius Collections”). 
1.3    The Services and the Debt Collection Services provided by Atradius Collections are based exclusively on these Terms and Conditions and respective schedules hereto therefore any deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the agreement. The Client hereby explicitly waives its right to the application of its own general terms and conditions. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty that is not set out in the Documentation or on the Site.
1.4    The Software is addressed exclusively to business customers wholly or mainly for use in connection with their trade, business, craft or profession even if the business customer is an individual (excluding any consumers) who are based within the territory of the United Kingdom.   
1.5    By accepting these Terms and Conditions on the Site the Client confirms that it fulfils the condition specified in clause 1.4 above and provides its express consent for adherence to these Terms and Conditions and any schedules hereto.
1.6    These Terms and Conditions together with any schedules hereto and accepted Subscription Order constitute the entire agreement between the Client and Atradius Collections in relation to the usage of the Software and in relation to the provision of the Debt Collection Services entrusted by the Client via the Software. 
1.7    The Client can view these Terms and Conditions on the Site. 
1.8    These Terms and Conditions are supplemented by Schedule 1 (Debt Collection Agreement) which applies to the provision of the Debt Collection Services entrusted by the Client to Atradius Collections via the Software and Schedule 2 (Personal data processing agreement) which applies to processing of personal data revealed by the Client via the Software for the purpose of and in relation to the provision of the Services by Atradius Collections. The Terms and Conditions and Schedule 1 and Schedule 2 hereto will jointly be referred to as the “Documentation”. 

2. Definitions

2.1    The following definitions specified in this clause apply to these Terms and Conditions and any schedules hereto:
    Authorised Users: those individuals, employees, agents and independent contractors of the Client who are authorised by the Client to use the Software.

    Client: the party, whether an individual entrepreneur or an entity, who enters into this contractual agreement with Atradius Collections for the procurement and usage of the Software, the Services and the Debt Collection Services entrusted to Atradius Collections via the Software.
    Client’s Customers: those individuals or business organisations that have entered into a transaction or contractual relationship with the Client and who subsequently owes a financial obligation, debt or payment to the Client.
    Debt Collection Services: business-to-business debt collection services rendered by Atradius Collections upon obtaining respective request submitted by the Client via the Software and provided in accordance with these Terms and Conditions and Schedule 1 hereto.

    Term of Subscription: the specific duration for which the Client is granted access to and usage of the Software. This period will start on the date of acceptance of the Subscription Order by Atradius Collections and will continue until the end of the Subscription term, as specified in the accepted Subscription Order or as renewed by the Client. 

    Services: the Software subscription services provided by Atradius Collections to the Client in accordance with these Terms and Conditions and Schedule 2 hereto, as more particularly described on the Site. The Services consist of facilitating the Software via remote access over the Internet. This includes maintaining the Software in an operational condition including hosting, security, availability, backup, corrective and ongoing maintenance and support service.

    Software: Credit-IQ online software application facilitated by Atradius Collections via the following website www.credit-iq.com (hereinafter referred to as the “Site”). The Software includes various components implemented by Atradius Collections and from which the Client is offered application functionalities for monitoring its account receivables and for managing its dunning process. Depending on the Client’s requirements and choices, the Software will provide customised functionalities relating to the Client’s account receivables management and dunning reminders. The Software will communicate with the accounting systems used by the Client. The Software will also allow the Client to place debt collection cases to Atradius Collections. The Software is made available as a service, which is understood to mean a service by which Atradius Collections makes the Software functionality available and keeps functionality available for the Client remotely, through the Internet or another data network, without providing the Client with a physical carrier with or download of the Software.

    Subscription Fee: the subscription fee specified in the accepted Subscription Order and payable by the Client to Atradius Collections for the usage of the Software. 

3. Contractual documentation

3.1 The agreement between the Client and Atradius Collections regulating the usage of the Software and provision of the Service and the Debt Collection Services entrusted to Atradius Collections via the Software solely comprises of the Documentation and the Subscription Order submitted by the Client via the Software and accepted by Atradius Collections in accordance with these Terms and Conditions.

4. Free Trial Period

4.1 The Client is to be granted the right to use the Software free of charge for a limited period of time (hereinafter referred to as the “Trial Period”).
4.2 The Trial Period will commence immediately upon acceptance of these Terms and Conditions and registration on the Site and will last for the period specified by Atradius Collections on the Site. 
4.3 During the Trial Period the Client will be able to place debt collection cases to Atradius Collections according to Schedule 1 hereto. The Debt Collection Services provided during the entire Trial Period and after its expiry will be charged separately according to Schedule 1 hereto. 
4.4 Subject to different provisions of this section 4, these Terms and Conditions and all schedules hereto are applicable accordingly during the entire Trial Period.
4.5 Atradius Collections may, at its sole discretion, suspend or terminate the Client’s access to the Software during the Trial Period with immediate effect by giving a notice to the Client. Atradius Collections also reserves the right to make any modifications to the Software during the entire Trial Period.
4.6 After expiry of the Trial Period the Client will no longer have access to the Software unless it submits respective Subscription Order which will be accepted by Atradius Collections. The Subscription Order may be submitted at any time during the Trial Period or after its expiry according to section 5 below.
4.7 The Client’s use of the Software during the Trial Period is at its own account and risk. Atradius Collections’ liability towards the Client arising from the usage of the Software during the Trial Period is excluded. However, Atradius Collections does not exclude or limit in any way its liability towards the Client where it would be unlawful to do so under the applicable laws including liability for (i) death, bodily injury, sickness, disease or personal injury or any kind caused by negligence; (ii) fraud or fraudulent misrepresentation.

5. Subscription Order 

5.1    In order to commence the subscription of the Software the Client is required to submit respective subscription order via the Site (hereinafter referred to as the “Subscription Order”). The Subscription Order consists of the subscription package and the information form. The Subscription Order form is available on the Site. The Client must choose an appropriate subscription plan and shall correctly fill out all information marked in the Subscription Order as mandatory.
5.2    The Subscription Order can be submitted only via the Site in accordance with these Terms and Conditions. The Client is responsible for disclosure of true and correct information and for securing that submitted Subscription Order is complete and accurate. Submission of the Subscription Order by the Client requires acceptance of the Documentation by the Client via the Site.
5.3    Submitted Subscription Order constitutes the Client’s request for subscription of the Services and the Debt Collection Services based on the terms and conditions specified in the Subscription Order and in the Documentation. Proper submission of the Subscription Order shall not automatically result in conclusion of a contractual relationship between the Client and Atradius Collections. 
5.4    Contractual relationship between the Client and Atradius Collections is set up at the moment of acceptance of the Subscription Order by Atradius Collections. Atradius Collections will, after submission of the Subscription Order, inform the Client about acceptance or rejection of the Subscription Order. Such communication will be sent to the Client’s e-mail address specified in the Subscription Order. Rejection of submitted Subscription Order is at the sole discretion of Atradius Collections and does not require any justification. 
5.5    At the moment of acceptance of the Subscription Order by Atradius Collections the contractual relationship between both parties is concluded based on the terms and conditions specified in the accepted Subscription Order and in the Documentation (hereinafter referred to as the “Subscription”). In case of rejection of the Subscription Order by Atradius Collections no contractual relationship is concluded between the parties. 
5.6    After acceptance of the Subscription Order digital version of the agreement concluded between Atradius Collections and the Client will be stored and will be accessible on the Client’s account on the Site. 

6. Services

6.1    Subject to different provisions of clause 6.2 below, Atradius Collections shall during the entire Term of Subscription make the Software available to the Client and its Authorized Users in accordance with the Documentation and accepted Subscription Order. The above mentioned does not apply to the extent of any non-conformance which is caused by use of the Software contrary to Atradius Collections’ instructions or modification or alteration of the Software made by any third party other than Atradius Collections or its authorised contractors. Detailed information about the scope of the Services available to the Client will be visible in the Client’s account available via the Site.
6.2    Atradius Collections hereby reserves the right to disrupt or suspend availability of the Software in case of any planned maintenance works and in case of any unscheduled maintenance works which are outside of its control. The Client hereby accepts the above reservation and undertakes to refrain from claiming any damages against Atradius Collections. Atradius Collections does not guarantee that the Software, or any content on it, will always be available or be uninterrupted. Atradius Collections may suspend or withdraw or restrict the availability of all or any part of the Software for business and operational reasons. Atradius Collections will try to give the Client reasonable notice of any suspension or withdrawal. Atradius Collections does not warrant that the Client’s use of the Software will be uninterrupted or error-free.
6.3    Atradius Collections is not responsible for any delays, delivery failures, or any other loss or damage outside its reasonable control resulting from the transfer of data over communications networks and facilities, including the Internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4    These Terms and Conditions shall not prevent Atradius Collections from entering into similar agreements with third parties or from independently developing, using, selling or licensing products or services which are similar to the Services provided under this agreement. 
6.5    Atradius Collections warrants that it has and will maintain all licences, consents and permissions necessary for the performance of its obligations under these Terms and Conditions. 
6.6    Atradius Collections will not be liable for interruptions to the Services or damages caused by the following events:
a)    misuse or abnormal or fraudulent use of the Software by the Client or its Authorised Users, in particular inconsistent usage of the Software with the Documentation and the information published on the Site; or
b)    fraudulent access or maintenance by any third party to the Software or unlawful access of data due to the negligence of the Client despite the implementation of security measures in accordance with current technical data; or
c)    the nature and content of the hosted information and data processed via the Software; or
d)    an interruption in the supply of electricity or transmission lines caused by public or private operators; or
e)    the operation of the Internet network; or
f)      the unsuitability of the Software to the hardware or software used by the Client; or
g)    any claims submitted by the Client’s Customers related to any communication sent to them by the Client via the Software.

7. Subscription

7.1    Subject to these Terms and Conditions, upon acceptance of the Subscription Order, Atradius Collections grants to the Client a non-exclusive, non-transferable right to use the Software during the Subscription Term solely for the Client’s internal purposes. The authorization does not include the right to grant further sub-license for the Software by the Client. The authorization above contains entitlement of the Client’s Authorised Users to use the Software.
7.2    It is the Client’s sole responsibility to ensure that:
a)    the Subscription Order is complete and accurate;
b)    the Client provides Atradius Collections with such information and materials that may be reasonably required to provide the Services;
c)    the Client uses the Software in compliance with all applicable international and local laws (in particular any regulations in relation to communication with the Client’s Customers) and in compliance with the Documentation and the information published on the Site; 
d)    the Client provides Atradius Collections or any third party contracted by Atradius Collections with the access to the Client’s accounting software or relevant API’s in order to allow Atradius Collections to provide the Services under this agreement;
e)    if the Client chooses or is provided with the user identification code, password or any other information as part of the security procedures, the Client must treat such information as confidential and must not disclose it to any third party. Atradius Collections has the right to disable any user identification code or password, whether chosen by the Client or allocated by Atradius Collections, at any time, if in Atradius Collections’ reasonable opinion the Client has failed to comply with any of the provisions of the Documentation;
f)       if the Client knows or suspects that anyone other than its Authorised Users knows the user identification code or password, the Client shall take reasonable steps to ensure the security of its user account i.e. change the password or revoke access;
g)    the Authorised Users shall use the Software in accordance with the Documentation and the information published on the Site, the Client shall be responsible for any breaches of these Terms and Conditions made by its Authorised Users;
h)    the Client obtains and maintains all required permissions and consents from any third parties which may be required to secure proper provision of the Services, such consents shall be secured before the starting date of provision of the Services;
i)    to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, the Client is solely responsible for procuring, maintaining and securing its internet connections, and all problems, conditions, delays, delivery failures and all other losses or damages arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
7.3    The Client acknowledges that successful transfer of data between the Software and its accounting systems is essential for the effective use of the Software. The Client shall allow data transfer from its accounting systems to the Software. The Client acknowledges that if it does not agree to the connection, the Software will be unable to deliver its functionalities as outlined in these Terms and Conditions and on the Site. 
7.4    The Client shall not:
a)    use the Services to provide services to third parties; and
b)    license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Software available to any third party except its Authorised Users, and
c)    attempt to obtain or assist third parties in obtaining the access to the Software, other than as stipulated under these Terms and Conditions; and
d)    engage in any form of communication with the Client’s Customers that includes inappropriate, offensive, discriminatory, defamatory or otherwise inappropriate language (this includes, but is not limited to, the use of profanity, hate speech or any content that may reasonably be considered offensive); and
e)    misappropriate or misrepresent the brand, trademarks, intellectual property or affiliation of Atradius Collections in any of its communication unless prior permission has been obtained for such; and
f)    create the impression that its communication is endorsed, sponsored or affiliated with Atradius Collections unless explicit prior permission has been obtained for such.
7.5    The Client acknowledges that any communication and documents generated and distributed by the Software shall not be considered as the final demand letters according to any applicable laws and that such communication and documents do not constitute legal prerequisites to commence any legal actions against the Client’s Customers. The Client hereby acknowledges that it shall take all necessary actions to verify and complete separately all legal requirements, authorizing it to commence or continue any legal actions against the Client’s Customers. Atradius Collections’ responsibility for complying by the Client with any such legal requirements is hereby explicitly excluded.  
7.6    The Client shall use all reasonable endeavours to prevent any unauthorised access to or use of the Software by any third parties who should not have the access to its user account.
7.7    The right to use the Software provided under these Terms and Conditions is granted to the Client only and shall not be considered granted to any subsidiary or affiliate of the Client.
7.8    The Client is responsible for ensuring that all its Authorized Users are aware of the Documentation and that they comply with it.

8. Subscription Fee

8.1    Subject to the different provisions of section 4 above, in consideration for the Services provided under these Terms and Conditions the Client undertakes to pay Atradius Collections respective Subscription Fee specified in accepted Subscription Order.
8.2    The Subscription Fee depends on the scope of the Services selected by the Client in the Subscription Order. Detailed information about available Subscription Fees is published on the Site. 
8.3    The Subscription Fee does not apply to the Debt Collection Services entrusted to Atradius Collections via the Software as all such Debt Collection Services will be charged in accordance with Schedule 1 hereto.
8.4    The Subscription Fees specified on the Site are expressed in net amounts and will be increased by applicable taxes, levies, duties and other amounts imposed by applicable laws. Where local tax is payable in respect of some or all of the Services, the Client must pay such additional amounts in respect of applicable tax, at the applicable rate, at the same time as it pays the Subscription Fee.
8.5    The Client is obliged to make payments of the Subscription Fee according to these Terms and Conditions and according to accepted Subscription Order. Time for payment shall be of the essence.
8.6    The Client shall have the option to pay the Subscription Fees by using one of the following methods:
a)    Option 1 (advance payment): by using valid banking information (including debit and credit cards), the Client shall authorise Atradius Collections to charge the Subscription Fees immediately upon acceptance of the Subscription Order and for any and all subsequent renewal periods unless such renewals have been cancelled prior to the expiry of the Term of Subscription. If the Client fails to make a payment of the Subscription Fee by the due date of its renewal, then without limiting the remedies Atradius Collections may, without liability to the Client, suspend the Client’s access to all or part of the Software and Atradius Collections shall be under no obligation to restore such access while the invoice concerned remains unpaid.
b)    Option 2 (deferred payment): for Clients who have been provided with the option to pay a deferred Subscription Fee, Atradius Collections will issue an invoice on the date of acceptance of the Subscription Order. This option is subject to the discretion and availability provided solely by Atradius Collections. Unless otherwise specified in these Terms and Conditions or in accepted Subscription Order, the Subscription Fees shall be paid within 30 calendar days from issuance of respective invoice. 
8.7    By accepting the Documentation the Client authorizes Atradius Collections to bill and automatically charge the Subscription Fee (based on the selected payment method), including for any renewed Term of Subscription. The Client shall be responsible to notify Atradius Collections of any change in its payment account information by updating its account on the Site.
8.8    Atradius Collections will send to the Client electronic invoices. The invoices will be sent directly to the Client’s e-mail address specified in accepted Subscription Order. The Client hereby agrees to receive invoices exclusively in electronic form. 

9. Amendments to the Subscription 

9.1    The Client may request changes to the already purchased Subscription, including its upgrades or downgrades, during the entire Term of Subscription. All requests for an upgrade to the Subscription shall be implemented and applied immediately following the Client’s request. All requests for a downgrade of the Subscription will be implemented starting from the next renewal period of the Term of Subscription following the Client’s request. 
9.2    In case of introduction of new functionalities of the Software Atradius Collections shall place information concerning a new functionality on the Site and the Client will be allowed to extend its Subscription according to clause 9.1 above. An additional fee shall be charged according to the communication from Atradius Collections. Using new functionalities shall not be obligatory.
9.3    Changes to the Subscription may result in adjustments to the Subscription Fees, which will be reflected in the subsequent billing cycle according to clause 9.1 above.
9.4    If the Client wishes to cancel its Subscription entirely, it must adhere to the cancellation terms specified in these Terms and Conditions. Unless terminated in accordance with clauses 17.2 and 18.1 such cancellation will take effect upon expiry of the applicable Term of Subscription in force.

10. Excess usage of the Software

10.1    The Client acknowledges that the Subscription to the Software includes certain usage limits and restrictions as outlined in the Subscription Order.
10.2    In the event that the Client exceeds the usage limits or restrictions of its Subscription, Atradius Collections reserves the right to take upon, at its sole discretion, one of the following actions:
a)    after having notified the Client in advance and allowing the Client to correct the usage limits Atradius Collections may block or restrict the access to certain functions or features of the Software to prevent further excess usage; or
b)    may charge the Client additional fees for the excess usage of the Software based on applicable rates published on the Site.
10.3    The Client agrees to promptly pay any additional charges invoiced by Atradius Collections for excess usage of the Software. Failure to pay these charges may result in suspension or termination of the Subscription, but only after having notified the Client in advance and allowing the Client to correct the failure.
10.4    The Client remains responsible for monitoring its usage and adhering to the subscribed package limits.

11. Debt Collection Services

11.1 During the Trial Period and the Term of Subscription the Client may entrust Atradius Collections with providing additional Debt Collection Services by submitting respective requests via the Software. The Debt Collection Services will be provided only for business-to-business debts and in no event will be provided for business-to-consumer debts.
11.2 The Debt Collection Services will be provided and will be charged in accordance with Schedule 1 hereto.  

12. Processing of personal and non-personal data for performance of the Services 

12.1    For the purpose of and in relation to the provision of the Services the Client remains the sole personal data controller of all personal data revealed by the Client and processed via the Software whereas Atradius Collections will process such personal data in its capacity of personal data processor for the purposes specified in these Terms and Conditions and Schedule 2 hereto.
12.2    The parties conclude a personal data processing agreement on terms and conditions specified in Schedule 2 hereto. 
12.3    By accepting these Terms and Conditions the Client hereby expresses its consent for processing by Atradius Collections, for an unlimited period of time and without any territorial restrictions, any non-personal data uploaded by the Client to the Software. The non-personal data which is obtained from the Client during its usage of the Software, may be shared and transferred with/to entities within the Atradius Group and any third parties for commercial and credit management purposes unless the Client informs Atradius Collections in writing which non-personal data cannot be shared or transferred by Atradius Collections.  

13. Processing of personal and non-personal data for performance of the Debt Collection Services

13.1 For the purpose of and in relation to the provision of the Debt Collection Services entrusted to Atradius Collections via the Software, Atradius Collections and the Client shall be deemed as separate personal data controllers, under applicable data protection laws, in relation to any personal data which is disclosed by the Client to Atradius Collections for the provision of the Debt Collection Services.
13.2 Atradius Collections and its Affiliates, in their capacity of controller, will process the personal data related to the Client and debt collection cases solely for the purposes related to the performance of the Debt Collection Services entrusted by the Client via the Software. Atradius Collections commits to always process such personal data in accordance with the privacy statement available at the following website: https://group.atradius.com/privacy-statement.html.
13.3 If the personal data processed for the purpose of providing the Debt Collection Services is transferred to a jurisdiction outside of the European Economic Area (EEA) and said jurisdiction does not provide an adequate level of data protection according to the applicable data protection law, such transfer shall be governed by the appropriate European Union-adopted standard contractual clauses (Decision 2021/914/EC - controller/controller) or any updated or newer version thereof. These standard contractual clauses are incorporated by reference in the contractual relationship and shall be governed by applicable data protection law of the country in which the Client or Atradius Collections, as each of the parties may individually act as the personal data exporter, have a relevant establishment in relation to the processing of the personal data. A description of the personal data Atradius Collections may transfer forms part of the standard contractual clauses and is available on the Client’s request.
13.4 Nothing in these Terms and Conditions shall be construed to prevail over any conflicting clause of the applicable standard contractual clauses, or other data transfer mechanism.
13.5 Should the Client transfer to Atradius Collections, for performance of the Debt Collections Services, the personal data other than its own data, the Client represents and warrants that it is legally permitted to do so and that it has properly notified the concerned data subjects that their personal data may be transferred to Atradius Collections to defend its interests. 
13.6 By accepting these Terms and Conditions the Client hereby expresses its consent for processing by Atradius Collections, for unlimited period of time and without any territorial restrictions, any non-personal data obtained from the Client for the purpose of and in relation to the provision of the Debt Collection Services. The non-personal data which is obtained from the Client for the purpose of and in relation to the provision of the Debt Collection Services, may be shared and transferred with/to entities within the Atradius Group and any third party for commercial and credit management purposes unless the Client informs in writing which data Atradius Collections cannot share or transfer as stated in this clause.

14. Brand name and logo usage

14.1 The Client hereby grants Atradius Collections the permission and right to use its brand name and official logos for advertising and promotional purposes during the Trial Period and during the Term of Subscription. This usage shall only be limited to marketing materials and website content deemed suitable by Atradius Collections. This permission shall remain in effect during the Client’s Trial Period and during the Client’s Term of Subscription. The Client may, at any time, revoke the permission by sending an email to Atradius Collections at marketing@credit-iq.com.

15. The Client’s Default

15.1    If Atradius Collections’ ability to perform the Services is prevented or delayed by any failure by the Client or any of its Authorized Users to fulfil any of their obligations specified in these Terms and Conditional (hereinafter referred to as the “Client’s Default”):
a)    after having notified the Client in advance and allowing the Client to correct the failure Atradius Collections will be entitled to suspend performance of the Services until the Client remedies the Client’s Default and the Client will relieve Atradius Collections from performance of the Services, in each case to the extent that the Client’s Default prevents or delays performance of the Services; and
b)    Atradius Collections will not be responsible for any costs or losses the Client sustains or incurs arising directly or indirectly from Atradius Collections’ failure or delay to perform the Services; and
c)    it will be the Client’s sole responsibility to reimburse Atradius Collections for any costs or losses Atradius Collections sustains or incurs arising directly or indirectly from the Client’s Default.

16. Term of Subscription

16.1    The Subscription is granted for a limited period of time specified in accepted Subscription Order starting from the day of acceptance of the Subscription Order by Atradius Collections.
16.2    The Subscription lasts during the entire Term of Subscription and will be automatically renewed for successive periods depending on the type of Subscription selected by the Client. 
16.3    Unless either the Client or Atradius Collections informs the other party about its intent not to renew the Subscription prior to the expiration of the current Term of Subscription, the Client’s subscription will automatically renew for the same duration as the initial Term of Subscription.  
16.4    The Client acknowledges that the Subscription’s cancellation must be submitted exclusively through the Site and no other form of notification or request for cancellation shall be deemed valid.
16.5    The Client may choose to change between the duration of purchased Subscription by contacting Atradius Collections.

17. Termination of the Subscription

17.1    Without limiting any of its other rights Atradius Collections may terminate the Subscription with immediate effect, by giving a notice to the Client, if any of the following events occur: 
a)    without prejudice to clause 15.1 a), the Client breaches any of its obligations specified in the Documentation;
b)    the Client suspends, threatens to suspend, cease or threaten to cease to carry on all or a substantial part of its business;
c)    the Client’s financial position deteriorates to such extent that in Atradius Collections’ opinion the Client’s capability to adequately fulfil its obligations under these Terms and Conditions has been placed in jeopardy;
d)    the Client or any of its directors, or those who control the Client or those possessing an ownership exceeding 50% in the Client’s business become a designated person or entity under United Nations resolutions or sanctions laws or regulations of the European Union, the United Kingdom or the United States of America or the equivalent thereof under any other applicable national sanctions laws or regulations;
e)    as a result of a change in or introduction of any applicable laws or regulatory requirements which would significantly hinder or prevent performance of the Services.
17.2    Without limiting any of its other rights the Client may terminate the Subscription with immediate  
effect, by giving a notice to Atradius Collections, if any of the following events occur:
a)    Atradius Collections is in substantial or persistent breach of Schedule 2 hereto or its obligations related to processing of personal data for the purpose of and in relation to provision of the Services;
b)    Atradius Collections fails to comply with a binding decision of a competent court or the competent supervisory authority regarding its obligations pursuant to Schedule 2 hereto or to the applicable law.
17.3    Upon termination of the Subscription:
a)    all licences to the Software granted to the Client under these Terms and Conditions shall immediately terminate and the Client shall immediately cease all use of the Software; 
b)    the Client is responsible for settling immediately any outstanding amounts due under these Terms and Conditions and any schedules hereto (in particular the Subscription Fees);
c)    Atradius Collections shall make no further use of any personal data obtained from the Client for the purpose of and in relation to the provision of the Services;
d)    the Client will not be able to entrust to Atradius Collections any new Debt Collection Services via the Software. 
17.4    Termination of the Subscription will not be affected or prejudiced on any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of such termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of the termination.

18. Amendments to the Documentation and to the Subscription Fees

18.1    Atradius Collections is entitled to unilaterally amend, from time to time and at its sole discretion, the Documentation and the Subscription Fees. Atradius Collections shall inform the Client via e-mail or the Site each time if a change to the Documentation and the Subscription Fees takes place about such change and the date of its entry into force. Any changes to the Documentation (including fees specified in Schedule 1 hereto related to provision of the Debt Collection Services) shall be effective as of the date of their entry into force determined by Atradius Collections, unless the Client notifies Atradius Collections about termination of its Subscription. Such termination under this clause 18.1 shall be communicated to Atradius Collections within the time frame of 7 days counted from the date on which the information concerning the change of the Documentation was communicated and shall take effect immediately upon receipt of the Client’s notice by Atradius Collections. Any changes to already accepted Subscription Fees shall be effective starting from the next renewal period of the Term of Subscription, unless the Client does not renew the Subscription according to these Terms and Conditions. The most up-to-date version of the Documentation will be available on the Site. 
18.2    Atradius Collections reserves the right to unilaterally amend the functionalities of the Software if (a) such amendments are required by any applicable statutory or regulatory requirement; or (b) such amendments will not materially affect the nature or quality of the Services; or (c) such amendment will improve the quality of Services provided by Atradius Collections.

19. Intellectual Property Rights

19.1    All intellectual property rights in or arising out of or in connection with the Software or the Site will be owned by Atradius Collections.
19.2    All rights, titles and interests in and to all Atradius Collections’ patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Software and the Site and any part of it (collectively hereinafter referred to as the “Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with Atradius Collections. All software and algorithms used in connection with the Software and the Site are the property of Atradius Collections or its partners and are protected by copyright laws. Subject to the limited rights expressly granted to the Client in these Terms and Conditions, the Client does not have any right, title to or interest in the Intellectual Property Rights. The Client shall not use Atradius Collections’ name or logo without obtaining its prior consent.

20. Indemnity

20.1    The Client shall defend, indemnify and hold Atradius Collections harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's (or its Authorized Users) misuse or improper use of the Software.
20.2    In no event shall Atradius Collections, its employees and sub-contractors be held liable to the Client to the extent that the alleged infringement is based on:
a)    a modification of the Software by anyone other than Atradius Collections or its authorised subcontractors; or
b)    the Client's use of the Software in a manner contrary to the instructions given by Atradius Collections; or
c)    the Client's use of the Software after obtaining from Atradius Collections the notice of alleged or actual infringement. 

21. Guarantees 

21.1 Atradius Collections does not guarantee that the Software is free of errors and functions without any interruptions. Atradius Collections makes every effort to repair the errors in the Software within a reasonable period of time if and insofar as the Software is concerned that has been developed by Atradius Collections itself and the Client has provided Atradius Collections with a detailed, written description of the relevant errors. In a particular case, Atradius Collections may postpone repairing errors until a new version of the Software is put into service. Atradius Collections does not guarantee that errors in the Software that has not been developed by Atradius Collections itself are repaired. Atradius Collections is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the Software. If the Software, or part of it, has been developed on the Client’s instructions, Atradius Collections may charge the Client for the costs incurred by repairing the error(s) at Atradius Collections’ applicable rates. Atradius Collections is never obliged to repair other imperfections than those referred to in this clause. In the event Atradius Collections is prepared to remedy other imperfections than those referred to in this clause, Atradius Collections is entitled to charge the Client a separate fee for such.
21.2 On the basis of the information provided by Atradius Collections on measures to prevent and restrict the effects of malfunctions, errors and other imperfections in the Software, corruption or loss of data or other incidents, the Client identifies and lists the risks to its organisation or company and, where necessary, takes additional measures. Atradius Collections declares itself prepared to render assistance, at the Client’s request, to the extent reasonable and according to the financial and other conditions set by Atradius Collections, with respect to further measures to be taken by the Client. Atradius Collections is never obliged to recover data that have been corrupted or lost other than placing back – where possible – the most recent back-up of the data in question.
21.3 Atradius Collections does not guarantee that the Software is timely adapted to any amendments in the relevant laws and regulations.

22. Limitation of liability

22.1    Except as otherwise expressly stated in these Terms and Conditions:
a)    the Client assumes sole responsibility for results obtained from its use of the Software and for conclusions drawn from such use. Atradius Collections shall have no liability for any damages caused by errors or omissions in any information, instructions or scripts provided by Atradius Collections in connection with the use of the Software; and
b)    all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from this contractual relationship.
22.2    Subject to clause 22.6 below, Atradius Collections will not be liable towards the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software or data or information, loss of or damage to goodwill or any indirect or consequential losses. Atradius Collections assumes no responsibility for the accuracy or reliability of data and information visible or extracted from the Software.
22.3    Atradius Collections will not be liable towards the Client for adherence to any local laws and regulations applicable to sending by the Client dunning letters to any of its counterparties via the Software. The Client hereby undertakes to use the Software in accordance with all local laws and regulations applicable to sending dunning letters to its counterparties. The Client agrees to indemnify, defend and hold Atradius Collections harmless from any loss, cost, damage, claim or demand made by any third party in connection with the breach of local laws and regulations applicable to sending via the Software dunning letters to the Client’s counterparties.
22.4    Subject to different provisions of clause 4.7 above, Atradius Collections’ total liability towards the Client arising from the usage of the Software and provision of the Services will be limited to the total value of the Subscription Fees paid by the Client to Atradius Collections during the period of 6 months prior to the occurrence of the damage.
22.5    Nothing in these Terms and Conditions excludes the liability of the Client for any breach, infringement or misappropriation of Atradius Collections’ Intellectual Property Rights.
22.6    Nothing in these Terms and Conditions limits any liability which cannot legally be limited under applicable law.
22.7    References to liability in this section 22 include every kind of liability arising under or in connection with these Terms and Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

23. Complaints and communication

23.1    The Client has the right to raise complaints concerning the usage of the Software.
23.2    The Client may submit any complaints directly to Atradius Collections within 30 days from detection of any irregularities. All complaints shall be registered online via the following Atradius Collections website: https://atradiuscollections.com/global/info/complaints-handling.html.
23.3    Decisions on the acceptance or rejection of the complaint belongs to Atradius Collections who will inform the Client submitting the complaint about his final decision within 30 days from reception of respective complaint.
23.4    Subject to different provision of clause 23.2 above, any other communication between Atradius Collections and the Clients shall be done through the Site or via e-mail communication sent to the Client’s e-mail address specified in the Subscription Order and sent to Atradius Collections’ e-mail address specified on the Site.

24. Final provisions

24.1    Atradius Collections may assign or transfer its rights and obligations under the Documentation to another entity, provided that it gives prior notice of such dealing to the Client.
24.2    The Client shall not, without the prior written consent of Atradius Collections neither assign nor transfer any of its rights and obligations under the Documentation.
24.3    The laws of England & Wales govern the Documentation and parties each irrevocably agree to submit all disputes arising out of or in connection with the Documentation to the exclusive jurisdiction of English and Welsh courts.
24.4    Accepted Subscription Order and all schedules hereto constitute an integral part of these Terms of Conditions.  
24.5    In case of any discrepancies between these Terms and Conditions and accepted Subscription Order or any schedules attached hereto, the provisions of the accepted Subscription Order and respective schedules shall prevail.
24.6    Should any provisions of the Documentation be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of the Documentation. The invalid provisions shall be replaced by the statutory provisions.

Schedule 1 to the terms and conditions of Credit-IQ

DEBT COLLECTION AGREEMENT

1. Debt Collection Agreement

1.1 This debt collection agreement (hereinafter referred to as the “Debt Collection Agreement”) is entered into by Atradius Collections and the Client.
1.2 This Debt Collection Agreement applies to and regulates provision of the Debt Collection Services by Atradius Collections upon reception of respective request submitted by the Client via the Software.
1.3 All definitions included in the Terms and Conditions shall also apply to this Debt Collection Agreement, unless stipulated otherwise in this Debt Collection Agreement.

2. Scope

2.1 Atradius Collections will provide the Debt Collection Services to the Client for debts owed to it by any of the Client’s Customers. The Debt Collection Services will be provided upon placing by the Client respective request via the Software.
2.2 The Debt Collection Services include among other activities:
a)    urging the Client’s Customers to pay their Debts,
b)    negotiating and following up on payment plans and/or on final settlements,
c)    initiating and following up legal actions and /or insolvency procedures.
2.3 A “Debt” is defined as the full amount outstanding owed to the Client by the Client’s Customers, plus interest and costs (where applicable).
2.4     The Client may place such Debts for collection by submitting respective request via the Software. Such submission will be considered a mandate for Atradius Collections to collect the Debt.

3. Authorisation

3.1 All Atradius Collections affiliated companies and their branch offices (hereinafter jointly referred to as the “Affiliates”) may perform as subcontractors, the Debt Collection Services for Debts placed by the Client via the Software. Therefore, the Client explicitly authorizes Atradius Collections to include any of its Affiliates into the provision of the Debt Collection Services at its sole discretion.
3.2 The Client hereby authorise Atradius Collections to:
a)    collect payments in respect of placed Debts, to endorse cheques and to issue receipts in relation thereto;
b)    appoint on the Client’s behalf third parties e.g. lawyers (hereinafter referred to as the “Third Party”) to provide the Debt Collection Services and to instruct any Third Party to pass any amounts they collect to Atradius Collections.
3.3 The Client explicitly provides its mandate and authorisation to Atradius Collections, for any Debt of which the total outstanding amount (including VAT, interest and costs) is below GBP 50,000, to agree on its behalf, when Atradius Collections estimate this appropriate, on any repayment plan or full and final settlement. This includes the authority to waive on the Client’s behalf a part of the placed Debt in the frame of a full and final settlement.
3.4 Atradius Collections will not start any legal action or initiate any insolvency procedure without the Client’s prior approval, unless otherwise agreed by the parties.

4. Rights and Obligations

4.1 After placing the Debt with Atradius Collections, the Client cannot waive any rights to payment from the Client’s Customers without informing Atradius Collections first and the Client should not start any other collection activity against the Client’s Customers.
4.2 When the Client has placed the Debt with Atradius Collections for collection, the Client is required to assist and provide with information and documentation as soon as reasonably possible after it is requested.
4.3 Atradius Collections will provide the Debt Collection Services with due care and diligence.

4.4 Atradius Collections endeavours to transfer collected amounts to the Client within 14 days after their collection. Where collected amounts are received by cheque the transfer will be made once the funds are cleared.
4.5 Atradius Collections have the right to set-off any collected amounts against any amount that the Client owes to Atradius Collections.
4.6 If direct payments from the Client’s Customer are received by the Client during the provision of the Debt Collection Services, the Client is required to immediately report the reception of such funds to Atradius Collections.
4.7 Atradius Collections may cease the Debt Collection Services with respect to a single Debt collection case when the Debt Collection Service will not have a cost-effective result or when a dispute cannot be solved.
4.8 The Client may withdraw a mandate to collect the Debt, subject to prior written notice. A Withdrawal Fee may be due in accordance with section 8 of this Schedule 1.  

5. Sanctions 

5.1 Atradius Collections shall not commence or continue to provide the Debt Collection Services and shall not be held liable to collect, pay or transfer any collected amounts where the provision of the Debt Collection Services, or the collection, payment or transfer of any collected amounts would expose it to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, the United Kingdom, the United States of America or any applicable national sanction laws or regulations.

6. Liability and indemnification 

6.1 The Client and Atradius Collections will be liable towards each other for any loss, cost, claim or damage, excluding, to the maximum extent permitted by law any loss of business or profits and any consequential damages which either party might suffer or incur as a result of the other party's gross negligence, wilful misconduct or non-observance of any of its explicit or implied obligations under this Debt Collection Agreement.
6.2     The Client will indemnify Atradius Collections, any of its employees and any Third Party involved in the Debt Collection Services and hold them and Atradius Collections harmless against any damage, obligations towards any third party, legal proceedings, costs and expenses arising at any time – whether directly or indirectly – in connection with the performance of the Debt Collection Services or any issues or claims relating to data protection or sanctions except if the liabilities were caused by gross negligence or intent on the part of Atradius Collections.
6.3    Atradius Collections does not accept any liability in the event of force majeure. For the purposes of this Debt Collection Agreement, a “Force Majeure” event shall mean any event arising which is beyond the reasonable control (including but not limited to any industrial dispute, governmental regulations, fire, flood, disaster, civil riot or war, pandemic and governmental measures to contain the pandemic). Atradius Collections shall promptly notify the Client where it becomes aware of a Force Majeure event, which gives rise to or is likely to give rise to any failure or delay and take commercially reasonable efforts to resume performance as promptly as practicable.
6.4 Atradius Collections will not be liable for any currency exchange fluctuations.

7.        Duration and run-off

7.1. This Debt Collection Agreement is valid during the Trial Period and during the Term of Subscription.
7.2 After its termination or expiry this Debt Collection Agreement shall run-off and will remain in force for all Debts placed by the Client via the Software prior to such termination or expiry.

8.      Fees and costs

8.1   All fees for the Debt Collection Services (hereinafter referred to as the “Fees”) will be charged according to this Schedule 1. 
8.2   File opening Fees (hereinafter referred to as the “File opening Fees”) are Fees that are charged for each Debt that is placed by the Client via the Software for collection by Atradius Collections. 
8.3   The success Fees (hereinafter referred to as the “Success Fees”), calculated as a percentage of the collected amounts, will apply on the total amounts collected after the Client has placed the Debt to Atradius Collections irrespective of who received the amounts, who intervened in relation to the collection of the Debt and whether or not these amounts relate to the principal sum, interest or costs. 
8.4 Success Fees will also apply to Debts settled by a counter-trade or a credit note in respect of a return of goods. The Fees will be calculated on the amount of the issued credit note or the offset in relation to the counter-trade.
8.5   For Debts that are more than 180 days overdue at the date of placement for the Debt a surcharge is added to the Success Fee. Whether the Debts are more than 180 days overdue will be determined by the due date of the oldest invoice issued to the Client’s Customer.
8.6   Any amount paid by the Client’s Customers in countries other than the Client’s domestic country (hereinafter referred to as the "Export Debts") and exceeding the principal amount of the Debt, i.e. collection cost and/or interest, will be kept by Atradius Collections as remuneration for provision of the Debt Collection Services in addition to the Fees and Costs and Third Party Costs. Where amounts exceeding the principle amount of Export Debts have been passed on to the Client, the Client is obliged to transfer such amounts back to Atradius Collections. No Success Fees will apply on collection cost and/or interest collected on Export Debts.
8.7   Costs for Debt Collection Services rendered by Third Parties (hereinafter referred to as the “Third Party Cost”), including legal proceedings, will be charged where applicable in addition to these Fees regardless of the result provided that the Client has given prior approval to start the Debt Collection Services that generate such costs. Atradius Collections may request a retainer that serves as a security deposit.
8.8 Insolvency Fees (hereinafter referred to as the “Insolvency Fees”) are fees for lodging a claim in an insolvency procedure.
8.9 Insolvency monitoring fees (hereinafter referred to as the “Insolvency Monitoring Fees”) are fees for monitoring the insolvency procedure. Atradius Collections will charge the Client an annual Insolvency Monitoring Fee for the monitoring of an insolvency procedure as soon as the claim has been successfully lodged into an insolvency procedure. The Insolvency Monitoring Fee is payable in advance.
8.10 A withdrawal fee (hereinafter referred to as the “Withdrawal Fee”) may be charged in the event the Client withdraws prematurely a mandate to collect the Debt and where:
a)    Atradius Collections estimates that the Debt can still be collected, 
b)    the Client does not comply with its obligations to provide information to Atradius Collections, such as foreseen under clause 4.2 of this Debt Collection Agreement and have not remedied such failure within a period of time fixed by prior written notice, 
c)    or in the event that the Client takes any action to collect the Debt without agreement with Atradius Collections, the mandate will be considered as withdrawn by the Client.
8.11 The Withdrawal Fee is not applicable if the Client withdraws a mandate within 14 calendar days after Atradius Collections has advised to start (a) legal action/proceedings or (b) an insolvency procedure. 
8.12 For any money transfer Atradius Collections may charge the Client with the transfer costs such as, but not limited to, banking or exchange rate costs.
8.13 All Fees specified herein are in GBP currency and shall be increased by respective rate of VAT.
8.14 All amounts invoiced to the Client under this Schedule 1 have to be paid at the latest on the communicated due date or, if such date has not been specified, within 14 calendar days after the date of the invoice. In case of late payment, Atradius Collections is entitled to charge the Client the interest charges and cost according to applicable law. Time for payment of the invoices shall be of the essence.

Fee Schedule

Region	Introduction fee	Mark up fee	Commission
			0	2,500
Domestick (UK & Ireland)	0	2.0%	14.5%	14.5%
Europe I	0	2.0%	18.5%	15.5%
Europe II	0	2.0%	25.5%	19.5%
Americas I	0	2.0%	18.5%	15.5%
Americas II	0	2.9%	28.5%	23.5%
Asia Pacific I	0	2.0%	22.5%	19.5%
Asa Pacific II	0	2.0%	28.5%	23.5%
Rest of the world	0	2.0%	30.5%	25.5%

 

 

Schedule 2 to the Terms and conditions of Credit-IQ

PERSONAL DATA PROCESSING AGREEMENT

1. Personal Data Processing Agreement

1.1     This personal data processing agreement (hereinafter referred to as the “Data Processing Agreement”) is entered into by Atradius Collections and the Client.
1.2     This Data Processing Agreement applies to and regulates processing by Atradius Collections of any personal data revealed by the Client via the Software for the purpose of and in relation to provision of the Services by Atradius Collections. This Data Processing Agreement does not apply to the Debt Collection Services provided by Atradius Collections under the Terms and Conditions and Schedule 1 thereto.

2.    Definitions

2.1     Non-capitalised terms not defined herein that are defined under the Applicable Law, such as processing, data controller, data processor, shall have the same meaning as meant under such Applicable Law, and all definitions included in the Terms and Conditions shall also apply to this Data Processing Agreement, unless stipulated otherwise in this Data Processing Agreement. In addition thereto the following definitions apply to this Data Processing Agreement.
(a)    Applicable Law: the laws of the United Kingdom and any other regulations, guidelines or policies, instructions or recommendations of any competent governmental authority applicable to the processing of the Personal Data, including but not limited to the General Data Protection Regulation (GDPR) 2016/679 (hereinafter referred to as the “GDPR”) and its related local implementations and UK Data Protection Laws and any related local implementations, and guidelines or policies, instructions or recommendations of any competent governmental authority applicable to the processing of the Personal Data, including any amendments, replacements, updates or other later versions thereof; 
(b)    Data Breach: any event leading to (potential) accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data transmitted, stored or otherwise processed, including where such destruction, loss, alteration, disclosure or access to Personal Data cannot reasonably be ruled out;
(c)    Data Processing System: any system that is used or has been used or is relevant for processing the Personal Data by Atradius Collections or its subcontractors;
(d)    Data Subject: the person to whom the Personal Data relate;
(e)    Employees: the employees and other persons engaged by Atradius Collections for the performance of the Services under the Terms and Conditions, who fall under the responsibility of Atradius Collections;
(f)    EU Restricted Transfer: either: (i) a transfer of Personal Data by the Client to Atradius Collections; or (ii) an onward transfer from Atradius Collections to subcontractor, in each case, where such transfer would be prohibited by the GDPR in the absence of the protection for the transferred Personal Data provided by the EU Standard Contractual Clauses or any other mechanism permitted under the Applicable Law;
(g)    EU Standard Contractual Clauses: the standard contractual clauses set out in the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as amended or replaced from time to time by a competent authority under Applicable Law;
(h)    Personal Data: any data relating to an identified or identifiable living natural person, as meant under the Applicable Law, processed on behalf of the Client by Atradius Collections or its subcontractors for the purpose of and in relation to provision of the Services under the Terms and Conditions;
(i)    Third Country: country that does not provide an adequate level of data protection according to the Applicable Law.
(j)    UK Data Protection Laws: the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 ("UK GDPR"), together with the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and other data protection or privacy legislation in force from time to time in the United Kingdom;
(k)    UK IDTA: means the International Data Transfer Agreement issued by the UK Information Commissioner, as amended or replaced from time to time, pursuant to Article 46 of the UK GDPR;
(l)    UK Restricted Transfer: (i) a transfer of Personal Data by the Client to Atradius Collections; or (ii) an onward transfer from Atradius Collections to sub-processor, in each case, where such transfer would be prohibited by UK Data Protection Laws in the absence of the protection for the transferred Personal Data provided by the UK Standard Contractual Clauses or any other mechanism permitted under Applicable Law; and
(m)    UK Standard Contractual Clauses: (i) the EU Standard Contractual Clauses as amended by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner (“UK Addendum”), as amended or replaced from time to time, pursuant to Article 46 UK GDPR or (ii) the UK IDTA as amended or replaced from time to time, pursuant to Article 46 UK GDPR.

3.      Subject of this Data Processing Agreement

3.1    For the purpose of and in relation to provision of the Services under the Terms and Conditions the Client shall be considered as the data controller as set forth in the Applicable Law, and Atradius Collections shall be considered as the data processor of the Personal Data processed on behalf of the Client.
3.2    This Data Processing Agreement is agreed upon on behalf and for the benefit of the Client. Where in this Data Processing Agreement reference is made to Atradius Collections, this shall also mean any affiliate of Atradius Collections. Atradius Collections is entitled to enforce this Data Processing Agreement for itself and also on behalf of any of its affiliates. Furthermore, affiliates of Atradius Collections are entitled to enforce this Data Processing Agreement as if these affiliates are parties to this Data Processing Agreement.
3.3    This Data Processing Agreement complements the Terms and Conditions and sets aside any arrangements relating to the processing of Personal Data between the Client acting as data controller and Atradius Collections acting as a data processor for the purpose of and in relation to provision of the Services by Atradius Collections. 
3.4    Atradius Collections shall process the Personal Data in accordance with this Data Processing Agreement and the Applicable Law. Atradius Collection shall inform the Client if, in its opinion, any of the instructions from the Client infringes the Applicable Law.
3.5    Atradius Collections shall only process the Personal Data on behalf of the Client and in accordance with its instructions, including with regard to transfers of the Personal Data to the Third Country. Atradius Collections shall have no independent say in relation to the Personal Data that it processes. Atradius Collections shall not process the Personal Data for its own or any third party's benefit or purposes, or for other purposes, unless it receives further instructions from the Client or otherwise required by the Applicable Law. If required to process so under the Applicable Law, Atradius Collections shall inform the Client of these relevant requirements before any processing takes place. Subsequent documented instructions may also be given by the Client throughout the duration of the processing of the Personal Data.

4.        Processing of the Personal Data

4.1    For the purpose of and in relation to provision of the Services under the Terms and Conditions, Atradius Collections will process the Personal Data of the Data Subjects as further described in sections 15 and 16 of this Schedule 2. 
4.2    Taking into account the nature of the data processing and the information available to Atradius Collections, it shall provide to the Client all necessary assistance, including by implementing appropriate technical and organizational measures, in complying with the obligations that rest upon parties under the Applicable Law, including the obligations in relation to data protection by design and by default, Data Breach notification and documentation duties, the execution of data protection impact assessments, and prior consultation of the relevant governmental authority.
4.3    Atradius Collections shall solely disclose the Personal Data to those Employees and/or subcontractors who necessarily need (access to) the Personal Data for the performance of the Services, unless otherwise required under the Applicable Law.
4.4    Section 15 of this Schedule 2 lists the groups of Employees and sub-processors of Atradius Collections that may have access to the Personal Data and describes the categories of the Personal Data processed and the data processing activities these persons are allowed to perform. Atradius Collections shall impose the obligations laid down in this Data Processing Agreement to its Employees. Atradius Collections shall ensure that its Employees comply with all obligations laid down in this Data Processing Agreement.

5.       Sub-processors

5.1    The Client is informed and agrees that Atradius Collections may use serial sub-processors in connection with the provision of the Services. 

5.2    The list of sub-processors is made available in section 15 of this Schedule 2. Atradius Collections agrees to inform the Client of the addition or change of sub-processors by e-mail as soon as possible, if such change has a negative impact on the processing of the Personal Data. The Client shall formulate any observation or objection in writing within 10 days of receipt of this information. Failing any response within this period, the Client acknowledges that it has thus authorised said sub-processor. Atradius Collections shall provide the Client with any information enabling it to establish that the sub-processor complies with requirements of the Applicable Law.

5.3    If Atradius Collections has to engage a sub-processor, it shall conclude and enforce a separate sub-data processing agreement with such sub-processor including the same obligations as set forth in this Data Processing Agreement, including but without limitation its reporting obligations on Data Breaches and security obligations. Atradius Collections shall ensure that the sub-processor complies with the obligations to which the sub-processor is subject pursuant to this Data Processing Agreement and the Applicable Law. Furthermore, in such sub-processing agreement, Atradius Collections shall explicitly prohibit the sub-processor to engage any further sub-processors without its prior consent.

5.4    Atradius Collections shall notify the Client of any failure by the sub-processor to fulfil its contractual obligations.

6.       Reliability Requirements and Security Measures

6.1    Atradius Collections shall implement all appropriate technical and organizational security measures to ensure an appropriate level of security in relation to the Personal Data in accordance with the Applicable Law, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, including the possible risks presented from Data Breaches. These measures include inter alia as appropriate:
a) the pseudonymisation and encryption of the Personal Data;
b)    the ability to ensure the ongoing confidentiality, integrity, availability and resilience of (the) Data Processing Systems;
c)    the ability to restore the availability and access to the Personal Data in a timely manner in the event of a physical or technical incident;
d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing;
e) appropriate (preventive) measures that enable Atradius Collections to immediately detect a Data Breach and inform the Client thereof.
6.2    Atradius Collections shall regularly review its technical and organizational security measures, and appropriately update them where necessary (amongst other to respect industry standards).

7.       Reporting of Data Breaches

7.1     Atradius Collections shall maintain adequate procedures designed to detect and respond to all Data Breaches, including procedures for preventive and corrective actions, and also to avoid recurrence of any Data Breaches. 
7.2     Atradius Collections shall immediately, and in any case within 48 hours, after detecting or reasonably suspecting a Data Breach notify the Client thereof. Atradius Collections shall notify the Client by email. 
7.3     Upon discovery or reasonable suspicion of a Data Breach, Atradius Collections shall take adequate recovery measures without any undue delay. Furthermore, Atradius Collections shall provide all reasonable feedback to the Client and full effective support to the Client and, on the Client’s reasonable request, the (possibly) affected Data Subjects. The feedback and support should include at least:
a)    a description of the nature and the scope of the Data Breach, including an estimation of the number of Data Subjects (possibly) affected, an indication of the types of the Personal Data concerned and whether or not such Personal Data was (appropriately) encrypted, or otherwise secured or made unintelligible or inaccessible; 
b)    a description of the preventive and corrective measures taken and to be taken, planned and recommended to minimize possible harm, including an emergency plan, and the expected resolution and work-around time; 
c)    information on which third parties, such as governmental authorities and the (social) media, are or could be aware of the Data Breach, 
d)    the contact details of the authorized representative of Atradius Collections with whom the Client may obtain immediate and regular updates on the status of the Data Breach; and
e)    any other information that could help to minimize possible harm or damage of the organization of the Client and the privacy of the affected Data Subject(s).
7.4  Atradius Collections shall provide the Client with all reasonable assistance and share with the Client also all necessary information, so that the Client will be able to notify, if applicable, the Data Subject(s) that was (were) (possibly) affected and/or the relevant governmental authorities of the Data Breach in a timely manner in accordance with the Applicable Law. Atradius Collections shall enable the Client to prove compliance with the Applicable Law in relation to its Data Breach notification duties.
7.5  Atradius Collections shall provide the Client with assistance necessary to document any Data Breaches in conformity with the obligations that rest upon the Client under the Applicable Law and in a manner that enables the competent governmental authorities to examine the compliance of the parties in relation to Data Breach notification duties under the Applicable Law.
 

8.    Rights of Atradius Collections

8.1    In addition to its specific information and reporting obligations under this Data Processing Agreement and/or the Applicable Law, Atradius Collections shall make available to the Client all information reasonably necessary to demonstrate compliance with the Client’s obligations to conclude a data processing agreement in line with the relevant requirements in this respect under the Applicable Law, and allow for and contribute to audits, including inspections, conducted by the Client. 
8.2    Taking into account a prior notice period of two weeks, the Client may perform (or have carried out) an audit on the data processing activities and the Data Processing System to examine the technical and organizational security measures in relation to the Personal Data that have been taken. The Client may also include inspections at the premises or physical facilities of Atradius Collections.
8.3    Atradius Collections shall deal promptly and adequately with audit inquiries from the Client about the processing of the Personal Data in accordance with this Data Processing Agreement. Atradius Collections shall provide any reasonable assistance needed to enable the Client to exercise its audit rights and to prove compliance with the Applicable Law and Atradius Collections shall ensure that its subcontractors will also do so.

9. International transfers between Atradius Collections and the Client

9.1    In respect of any EU Restricted Transfer between the Client (as “data exporter”) and Atradius Collections (as “data importer”) the parties hereby enter into Module 2 (Controller to Processor) EU Standard Contractual Clauses with effect from the commencement of the relevant transfer; and
a)    Clause 7 – Docking clause of the EU Standard Contractual Clauses shall not apply;
b)    Clause 9 – Use of Subprocessors of the EU Standard Contractual Clauses “Option 2” shall apply and the “time period” shall be 30 days;
c)    Clause 11(a) – Redress of the EU Standard Contractual Clauses, the optional language shall not apply;
d)    Clause 13(a) – Supervision of the EU Standard Contractual Clauses, the following shall be inserted:  “The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority;
e)    Clause 17 – Governing law of the EU Standard Contractual Clauses “Option 2” shall apply and the “Member State” shall be the United Kingdom; 
f)    Clause 18 – Choice of forum and jurisdiction of the EU Standard Contractual Clauses the “Member State” shall be the United Kingdom; 
g)    Annex 1 of the EU Standard Contractual Clauses shall be deemed to be pre-populated with the relevant sections of Clause 15; 
h)    Annex 2 of the EU Standard Contractual Clauses shall be deemed to be pre-populated with the relevant sections of Clause 16; and 
i)    Annex 3 of the EU Standard Contractual Clauses shall be deemed to be pre-populated with the relevant sections published on the Site.  
9.2    In respect of any UK Restricted Transfer between the Client (as “data exporter”) and Atradius Collections (as “data importer”), the parties hereby enter into the UK Standard Contractual Clauses with effect from the commencement of the relevant transfer using Module 2 of the UK Addendum applying between Atradius Collections and the Client; and 
9.2.1 the applicable EU Standard Contractual Clauses are deemed amended by Part 2 of the UK Addendum;
9.2.2 the provisions of Sections 9.1 (a) to 9.1 (c) and 9.1 (g) to 9.1 (i) of this Data Processing Agreement shall also apply to the UK Addendum; and 
9.2.3 Table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting “neither Party”. 
9.3    Nothing in this Data Processing Agreement or the Terms and Conditions shall be construed to prevail over any conflicting clause of the EU Standard Contractual Clauses.
9.4    Atradius Collections shall fully cooperate at all times and at its own costs so that all requirements will be met to legitimize any transfer of the Personal Data to the Third Country, including implementing an appropriate alternative valid data transfer mechanism to legitimize any transfer of the Personal Data to the Third Country when a data transfer mechanism used is invalidated under the Applicable Law or when a competent governmental authority suspends or otherwise orders to discontinue the relevant transfer of the Personal Data. 
9.5    Without prejudice to any other rights, the Client is entitled to suspend or terminate the transfer of the Personal Data and/or suspend or terminate the standard contractual clauses, this Data Processing Agreement, and relevant parts of or the entire Terms and Conditions without being liable for any costs or damages resulting from such termination.

10.    Onward Transfers of the Personal Data

10.1    Atradius Collections may transfer the Personal Data to the Third Country, including to any affiliate of Atradius Collections or a sub-processor appointed in accordance with section 5, for the purpose of and in relation to provision of the Services by Atradius Collections. Transfer of the Personal data to the Third Country includes making the Personal Data accessible from (an entity within) such country.
10.2    Without prejudice to clause 10.1, if and to the extent the Personal Data are transferred from a country deemed to provide an adequate level of data protection under the Applicable Law to the Third Country, Atradius Collections will ensure that any requirements concerning international transfers under the Applicable Law are complied with including but not limited to:
a)    executing EU Standard Contractual Clauses in relation to any EU Restricted Transfer and/or UK Standard Contractual Clauses in relation to any UK Restricted Transfer, as applicable; 
b)    assessing and ensuring in a documented manner that there are no reasons to believe that the local law(s) and practices of the Third Country of destination prevent the data importer(s) from providing the level of protection for the Personal Data as required by this Data Processing Agreement and any applicable standard contractual clauses; and
c)    ensure that any required supplementary safeguards are taken, in accordance with the requirements under the Applicable Law, including any applicable standard contractual clauses. 

11.   Requests of Data Subjects 

11.1    Atradius Collections shall provide all effective assistance, including by implementing appropriate technical and organizational measures, so that the Client is able to fully comply with its obligations as data controller when the Data Subject exercises any of its rights under the Applicable Law.
11.2    Atradius Collections shall notify the Client in writing if Atradius Collections receives a request from the Data Subject as set forth in the previous clause, and provide the Client with copies of all the correspondence it has received in this respect provided this is applicable under the relevant regulation. The Client shall inform whether Atradius Collections may respond to such request on behalf of the Client and in what manner.
11.3    Without prejudice to its obligations as set forth in the Terms and Conditions, Atradius Collections shall immediately correct, delete or otherwise amend the Personal Data, in accordance with the instructions of the Client.

12.     Limitation of liability 

12.1 Subject to clause 12.2 below, Atradius Collections’ total liability for processing the Personal Data under this Data Processing Agreement is limited to the total value of the Subscription Fees paid by the Client to Atradius Collections during the period of 6 months prior to occurrence of the damage.
12.2 Atradius Collections’ liability for processing the Personal Data under this Data Processing Agreement during the Trial Period is excluded.

13.     Requests of governmental authorities

13.1    In case Atradius Collections receives a request from a governmental authority relating to the Personal Data, Atradius Collections shall immediately inform the Client thereof and provide the Client with copies of all the correspondence it has received in this respect provided this is permitted by the Applicable Law. Atradius Collection shall respond to such request in case of a legal obligation under the Applicable Law. The Client may provide Atradius Collections with reasonable instructions in this respect, which Atradius Collections may follow unless this would stand in the way of fulfilling the aforementioned legal obligation under the Applicable Law.
13.2    To safeguard the protection of the Personal Data, Atradius Collections shall ensure that it will not provide more Personal Data to the governmental authority than is strictly necessary to meet the request of such governmental authority. 

14. Term 

14.1     This Data Processing Agreement is valid during the Trial Period and during the Term of Subscription. 
14.2    Any obligation arising from this Data Processing Agreement that by nature has post-contractual effect shall continue to be in effect after the termination of this Data Processing Agreement.
14.3  Unless Atradius Collections is required by the Applicable Law to retain the Personal Data, Atradius Collections shall upon termination of this Data Processing Agreement ensure that the Personal Data will be immediately erased from the Software. Until the Personal Data is deleted Atradius Collections shall continue to ensure compliance with this Data Processing Agreement.
14.4     Atradius Collections commits to ensure that it shall immediately cease and desist all processing of the Personal Data upon erasing the Personal Data from the Software.

15.     Processing characteristics

15.1 Processing of the Personal Data carried out under this Schedule 2 has the following characteristics:
i.    Purposes of the processing of the Personal Data: 
    Allow Clients to input, organise and manage their accounts receivable via the Software;
    Provide tools allowing to communicate between the Clients and the Clients’ Customers in order to manage accounts receivable of the Clients;
    Provide tools and analytics allowing the Clients to monitor their accounts receivable;
    Facilitate the Clients with the usage of the Software;
    Provide the Services under the Terms and Conditions.

ii.    Duration of the data processing:
Subject to different provisions of section 16 point vi. below, the Personal Data will be processed during the period specified in section 14 of this Data Processing Agreement.

iii.    Categories of Data Subjects whose Personal Data is processed:
    The Clients (applicable to sole traders and partnerships)
    The Clients’ Customers (applicable to sole traders and partnerships);
    Contacts associated with the Clients and the Clients’ Customers, including but not limited to their Authorized Users, representatives, employees;
    The Clients’ UBOs, shareholders and owners.

iv.    Categories of the Personal Data processed by Atradius Collections:
    The following Personal Data of the Clients (applicable to sole traders and partnerships): trade names, names and surnames, addresses, VAT numbers (or other relevant identification or tax numbers), phone numbers, email addresses, any other Personal Data contained in the communication sent via the Software;
    The following Personal Data of the Clients’ Customers (applicable to sole traders and partnerships): trade names, names and surnames, addresses, VAT numbers (or other relevant identification or tax numbers), phone numbers, email addresses, any other Personal Data contained in the communication sent via the Software;
    The following Personal Data of contacts associated with the Clients and the Clients’ Customers: names and surnames, phone numbers, email addresses, any other Personal Data contained in the communication sent via the Software;
    The Clients’ UBOs, shareholders and owners: names and surnames, addresses, VAT numbers (or other relevant identification or tax numbers), phone numbers, email addresses, dates of birth (if required).

v.    Groups of Employees of Atradius Collections who have or may have access to the Personal Data:
    Technical support personnel of Atradius Collections ensuring proper functioning of the Software;
    Data security personnel of Atradius Collections responsible for maintaining the security of the processed Personal Data;
    Employees of Atradius Collections involved in the process of due diligence screening of the Clients.

vi.    Groups of external service providers who have or may have the access to the Personal Data:
    Cabsa Digital Solutions, S.A. with its registered office in Castelldefels, Spain;
    Apideck B.V. with its registered office in Antwerp, Belgium;
    Codat Limited with its registered office in London, England;
    Chargebee Inc. with its registered office in Maryland, United States;
    Atradius Collections B.V. with its registered office in Amsterdam, Netherlands.

vii.    Data processing activities that Atradius Collections may perform with the Personal Data:
    Import of the Personal Data from the Clients’ database to the Software;
    Storage of the Personal Data within the Software;
    Investigation and enrichment of the Personal Data in order to complete Atradius Collections’ internal due diligence screening of the Clients;
    Facilitating the Clients in managing their accounts receivable via the Software;
    Facilitating the communication between the Clients and the Clients’ Customers;
    Monitoring, maintaining and further development of functionalities of the Software;
    Provide technical support to the Clients with regard to the usage of the Software;
    Ensuring the security of the Personal Data processed within the Software;
    Facilitating the communication between Atradius Collections and the Clients with regard to maintenance and usage of the Software.

16. Description of the Personal Data to be transferred to the Third Country

i.    Purposes of the processing of the Personal Data: 
    Facilitating payments of the Subscription Fees from the Clients to Atradius Collections

ii.    The frequency of the transfer (e.g. whether the Personal Data is transferred on a one-off or continuous basis)
    The Personal Data will be processed on a continuous basis during the entire Term of Subscription and for the period specified in point vi. below

iii.    Categories of Data Subjects whose Personal Data is transferred to the Third Country
    The Clients (applicable to sole traders and partnerships)
    Contacts associated with the Clients

iv.    Personal Data transferred. Where applicable differentiated based on sensitivity
    The following Personal Data of the Clients (applicable to sole traders and partnerships): trade names, phone numbers, email addresses, addresses, VAT numbers (or other relevant identification or tax numbers), email addresses;
    The following Personal Data of contacts associated with the Clients: names and surnames, phone numbers, email addresses

v.    Nature of the processing (meaning the type of operations performed as part of the processing)
    Creating a payment link between the Clients and Atradius Collections allowing the Clients to pay the Subscription Fees according to the Terms and Conditions

vi.    The period for which the transferred Personal Data will be retained (maximum and minimum retention period), or, if that is not possible, the criteria used to determine that retention period
    The Personal Data will be retained during the entire Term of Subscription and for the period of 120 days upon termination of the Term of Subscription

vii.    For transfers to (sub) contractors in Third Countries, also specify subject matter, nature, duration of the processing and location (Third Country) of the processing by the (sub)contractors
    The Personal Data will be sub-processed to the third party in order to create and maintain a payment link between the Clients and Atradius Collections allowing the Clients to pay the Subscription Fees according to the Terms and Conditions. The sub-processor facilitating creation of the payment link is based in North Bethesda, Maryland, the United States of America.