General conditions for the provision of services

The General Conditions for the Provision of Services shall apply to the provision of services to be carried out by INFORMA D&B, which shall be governed by this document, the Proposal(s) submitted by INFORMA D&B and accepted by the CLIENT, the Special Conditions for the Provision of Services contained in the Proposal(s), and any other document expressly accepted by the Parties.

2.1.  The terms contained in this Clause, when used in the Contractual Documents, and whenever started with a capital letter, shall have the meaning indicated below, unless the context otherwise requires:

a.    “Database” means the set of information collected, analysed and processed by INFORMA D&B, based on public and official sources, as well as on data made public and provided by the data subjects, being limited, as a general rule, to business, commercial, financial and corporate data of business entities, legal persons or similar, within the scope of the exercise of an economic activity and in the context of the nature of these entities and respective data;

b.    “CLIENT” means the legal entity contracting the Services;

c.    “Special Conditions for the Provision of Services” or “Special Conditions” means the contractual document included in the Proposal, which defines and regulates the specific obligations of the Parties relating to the provision of the Services;

d.    “General Conditions for the Provision of Services” or “General Conditions” means the contractual document that defines and regulates the general and common obligations of the Parties relating to the provision of the Services identified in the Special Conditions;

e.    “Agreement” means the terms and conditions established in the set of documents that govern the contractual relationship between INFORMA D&B and the CLIENT (“Contractual Documents”), including these General Conditions, the Special Conditions, the Proposal and any other document expressly accepted by the Parties, which shall apply within the scope of the Services;

f.     “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

g.    “Effective Date” means the date agreed by the Parties para for the commencement of the provision of the Services, as defined in the Special Conditions for the Provision of Services;

h.    “Force Majeure Event” means an event (or set of events) that, cumulatively, (i) occurs during the term of the Agreement, (ii) it not (directly or indirectly) attributable to the Parties, and that the affected Party could not have avoided by acting with reasonable diligence, as well as (iii) making it impossible to fulfil one or more obligations assumed by the Parties under the Agreement (namely, the provision of the Services). This concept includes, in particular, fires, floods, earthquakes and other natural disasters; legislation, regulation, court decisions and decisions of administrative authorities that significantly impair the provision of the Services; acts of war, terrorism and insurrection; epidemics and pandemics; strikes;

i.      “INFORMA D&B” means the service provider INFORMA D&B (Serviços de Gestão de Empresas) Sociedade Unipessoal, Lda.; 

j.      “Confidential Information” means all written and oral information or information contained in computer format of which the Parties have become aware within the scope of the provision of the Services, including the existence and terms of the Agreement. Confidential Information is deemed to be, in particular, any data of an organisational, technical, commercial or financial nature, namely know-how, lists of clients or suppliers, materials, innovative ideas, list of products, studies, or any other information relating to the activity of each Party, as well as any document that contains personal data;

k.    “Law No. 58/2019” means Law No. 58/2019, of 8 August, which ensures the implementation, in the national legal system, of Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 Abril 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

l.      “Parties” means the joint reference to both the CLIENT and INFORMA D&B;

m.   “Proposal” means the document containing the commercial and technical conditions of the Services to be contracted by the CLIENT;

n.    “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 Abril 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

o.    “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;

p.    “Services” means any service contracted by the CLIENT to be provided by INFORMA D&B under the General Conditions and other Contractual Documents;

q.    “Software” means any programme, application or other technological means made available by INFORMA D&B to allow access to the information included in the Databases, namely, the INFORMA D&B website and/or any API (Application Programming Interface) made available in this context;

r.     “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.

2.2 Terms defined in the singular can be used in the plural, and vice-versa, without changing their meaning.

3.1. This Agreement is entered into electronically, and its validity or effectiveness cannot be impaired by the use of this means, without prejudice to the Parties, expressly and by mutual agreement, being able to agree otherwise in the Special Conditions.

3.2.  The Contractual Documents reflect the terms and conditions governing the contractual relationship between the Parties, so the CLIENT, without any reservations or limitations, agrees that the acceptance of the General Conditions and subsequent submission of the Contractual Documents to the Client shall determine the free execution of the Agreement.

3.3.  Under the e-commerce legislation, whenever applicable, the Parties acknowledge and accept that any offer of services submitted by INFORMA D&B represents a contractual proposal, as it contains all the elements necessary for the Agreement to be entered into upon acceptance of these General Conditions by the CLIENT and subsequent submission of the Contractual Documents to the CLIENT.

3.4.  Notwithstanding that the Special Conditions may provide otherwise, the Parties agree that the Proposal shall be valid as a signed document, even without an autograph signature or qualified electronic signature being affixed hereto, and the means of proof of authorship and integrity adopted herein shall be fully valid. The Parties acknowledge that it has probative value, and the CLIENT cannot claim that it does not meet the legally required contracting requirements.

3.5.  After the submission of the Proposal and acceptance of the General Conditions and Special Conditions by the CLIENT, INFORMA D&B shall send the set of Contractual Documents to the email address indicated in the Proposal, and INFORMA D&B shall be responsible for filing the respective electronic document and keep it available to the CLIENT, whenever requested in writing.

4.1.  The Agreement includes the legal conditions and technical specifications contained in the instruments listed below, which, for all legal and contractual purposes, are deemed fully reproduced herein, and both Parties declare to know in full and undertake to fully comply with:

a.    General Conditions for the Provision of Services;

b.    Proposal submitted by INFORMA D&B and accepted by the CLIENT;

c.    Special Conditions for the Provision of Services;

d.    Other document expressly accepted by the Parties pursuant to Clause 16.

4.2.  The Parties agree that everything that is not expressly provided for or regulated in the Special Conditions shall be governed by these General Conditions and, in the event of a divergence between the Contractual Documents referred to in the preceding paragraph, the provisions of the Special Conditions shall first prevail, followed by the General Conditions for the Provision of Services, then the Proposal submitted by INFORMA D&B and, finally, any other document expressly accepted by the Parties.

5.1.  INFORMA D&B grants the CLIENT a license to use the Software and Databases that are necessary for the provision of the Services.

5.2.  The user license granted by INFORMA D&B is non-exclusive, non-transferable and temporary, having a duration equivalent to that of the Agreement.

5.3.  The granting of the user license does not constitute a sale of the Software or Databases (or any version thereof), and INFORMA D&B reserves all rights not expressly granted to the CLIENT, which may only use the Software and Databases according to the terms provided for in the Agreement.

5.4.  If the Contractual Documents allow the CLIENT to make the Software and/or Databases available to entities included in the CLIENT’s group of companies, such entities must also comply with the rules provided for in the Contractual Documents, and the CLIENT shall remain directly and severally liable for any losses, damages and costs arising from non-compliance, by such entities, with the rules contractually established.

5.5.  The Software, Databases and other information provided by INFORMA D&B may only be used within the scope of the CLIENT’s business activity, in order to allow an assessment of the entities in relation to which it requests information for the purpose, in particular, of negotiation or compliance and control of a legal or compliance relationship, as well as an assessment of the CLIENT’s competitive position.

5.6.  The Software, Databases and other information provided by INFORMA D&B may only be used by the CLIENT’s employees who strictly need to access them.

5.7.  The CLIENT cannot (i) use, directly or indirectly, the Software, Databases and other information provided by INFORMA D&B to the benefit of third parties, (ii) assign, either free of charge or for consideration, nor (iii) allow access, directly or indirectly, by any third party, to the Software, Databases and other information provided by INFORMA D&B, unless it has obtained prior written authorisation from INFORMA D&B. Without prejudice, such (total or partial) disclosure may be made if required by law, court decision or decision of a relevant administrative authority.

5.8.  The CLIENT cannot delete or in any way modify, adapt, translate, copy or decode, in whole or in part, the Software, Databases and other information provided by INFORMA D&B.

5.9.  The user code and the access code assigned to the CLIENT to allow the use of the Software and Databases are personal and non-transferable, and are intended for the exclusive knowledge and use of the CLIENT, which must ensure the security and confidentiality of such codes. The CLIENT shall be responsible for all damages and losses resulting from the use of such codes, even if abusive or unauthorised. The consultations carried out using the codes assigned to the CLIENT are assumed to be carried out by the CLIENT.

5.10.  The CLIENT, by accessing the INFORMA D&B website, agrees to be bound by the terms of use of the website. For more information, please consult the full and updated version available at https://www.informadb.pt/en/terms-of-use/

5.11.  The CLIENT assumes full responsibility for the use of the Software and by the content of the materials provided by it. INFORMA D&B reserves the right to review, edit and/or delete any illegal content or content that breaches the terms and conditions applicable to the Software.

5.12.  INFORMA D&B’s Software and Databases may include hyperlinks to third-party websites. Such hyperlinks are provided solely for the convenience of the CLIENT, and their use if the sole responsibility of the CLIENT, and INFORMA D&B cannot be held liable for such hyperlinks or for their content. The establishment of a hyperlink to the INFORMA D&B website requires prior written authorisation from INFORMA D&B.

5.13.  Any content, images, drawings, texts, goods and services, as well as other materials included on the website may be protected by exclusive intellectual property rights, including copyrights and intellectual property rights belonging to INFORMA D&B (or to any third party). The unauthorised use, distribution or any other form of exploitation by INFORMA D&B of the contents of the website may constitute a breach of copyrights, trademarks and/or other legal rules relating to the intellectual property of INFORMA D&B (or of any third party).

5.14.  The CLIENT acknowledges and accepts that INFORMA D&B may modify the General Conditions, as well as the terms of use of the website, undertaking to fully comply with the most recent version of such documents, always available at www.informadb.pt. Any modifications must be notified to the CLIENT, by email or by means of a notice on the website, which shall also include the current version of such documents.

6.1.  The CLIENT acknowledges and accepts that the Software, Databases and website made available by INFORMA D&B are provided on an “as it is” basis, and INFORMA D&B does notguarantee its uninterrupted, error-free or secure operation, without prejudice to the implementation and periodic updating of reasonable measures, namely security measures, by INFORMA D&B.

6.2.  The CLIENT acknowledges and accepts that any information included in the Databases is based on public and official sources, as well as on data made public and provided by the data subjects, and the provision of the Services is carried out in accordance with the data and information of the respective sources, as provided therein. INFORMA D&B does not guarantee the correctness, accuracy, completeness and timeliness of the information provided in the Software and Databases, since the origin of its collection is not controlled by INFORMA D&B.

6.3.  The CLIENT acknowledges and accepts that the information and the data provided under this Agreement, as well as the indicators, studies, qualifications, reports, analyses or rankings prepared and developed based on them do not, under any circumstance, be regarded as a guarantee, but rather as mere indications that are in accordance with the elements that INFORMA D&B managed to obtain, so they do not dispense the CLIENT to verify them using other sources.

6.4.  The CLIENT undertakes, when using the Software and Databases provided by INFORMA D&B, not to carry out operations that may cause computer errors or malfunctions that impede or affect the operation of the Software and Databases.

6.5.  The CLIENT acknowledges and accepts that it enters into this Agreement at its own expense and risk, acting in compliance with the obligations imposed on it in the exercise of its business, in an absolutely independent manner in relation to INFORMA D&B, so it takes full responsibility for the business decisions or actions taken following the information provided under this Agreement.

6.6.  The CLIENT acknowledges and accepts that no oral or written information provided by INFORMA D&B or by any of its employees constitutes a representation or warranty unless such information is expressly included in the Agreement pursuant to Clause 16.

7.1.  INFORMA D&B shall not be liable for (i) any loss of profit, (ii) any indirect, incidental, collateral, consequential, punitive and exemplary damages, (iii) any damages, costs or losses caused with slight negligence, nor (iv) damages resulting from the incorrect operation of the Software and/or Databases caused by external technical means, namely, any element of the hardware necessary for them to operate correctly.

7.2.  INFORMA D&B’s liability for any loss, damage, expense, or for any other reason, arising out or in connection with the Services, shall in no case exceed the amount corresponding to the price paid by the CLIENT in return for the Services, during the term of the Agreement in which the damages, losses or expenses have occurred.

7.3.  INFORMA D&B shall not be liable for any delay, impossibility of use or failures in the operation of the Software or Databases, nor for the inaccuracy or incompleteness of the information included therein, except in the case of wilful misconduct or gross negligence by INFORMA D&B.

7.4.  INFORMA D&B undertakes to promptly correct any errors or omissions of which it is aware, contained in the information provided in the context of the provision of the Services, although this fact cannot be invoked by the CLIENT for non-payment of the price of the Services.

7.5.  The Parties agree that INFORMA D&B shall not be liable for any damages and losses caused by the use of the information provided under this Agreement or resulting from any use or act practiced based on the information found in the INFORMA D&B’s Software, Databases or website by the CLIENT, unless such damages or losses result from non-compliance with the obligations freely assumed by INFORMA D&B in the Contractual Documents.

8.1.  The specificities of the Services to be provided by INFORMA D&B, the Databases and Software whose use is licensed under this Agreement, as well as the conditions applicable to their use by the CLIENT, are defined and detailed in the Special Conditions and in the Proposal submitted by INFORMA D&B.

8.2.  Notwithstanding the provisions of the preceding paragraph, INFORMA D&B reserves the right to modify, at any time and without prior notice, the content of the Databases and/or the specificities of the Software whose use is licensed under this Agreement, as well as all Services it provides to the CLIENT, replacing them with others with similar characteristics.

8.3.  If such changes or the introduction of new services result in a change to the price payable by the CLIENT under this Agreement, INFORMA D&B shall notify the CLIENT of such fact in writing, at least thirty (30) days in advance of the entry into force of such changes, and the CLIENT may, in the event of a price increase, choose to terminate the Agreement, under the terms and conditions of subparagraph c) of Clause 10.2.1.

8.4.  INFORMA D&B may also modify the technical specificities of the Services, and may also interrupt them, temporarily or partially, due to technical changes or malfunctions, notifying, whenever possible, the CLIENT of these facts in advance, by email or by means of a notice on its website.

8.5.  The CLIENT may also request changes to the Services. INFORMA D&B shall freely decide whether to accept the requested changes or not, and, if so, it shall determine what changes will be necessary regarding the price and other terms and conditions of the provisions of the Services.

1.6.  Any change in the mode of implementation of the provision of the Services shall be developed within the scope of the Agreement and subject to its terms and conditions.

The Agreement entered into between the Parties shall be in force for the period referred to in the Special Conditions, counted from the Effective Date.

10.1.    In return for the Services provided, the CLIENT shall pay INFORMA D&B the price provided for in the Proposal and in the Special Conditions, under the terms and within the deadlines established therein.

10.2.    INFORMA D&B shall invoice the CLIENT for all amounts payable under the terms specified in the Proposal and in the Special Conditions, and the following conditions shall apply, unless provided otherwise:

10.2.1.     PRICE

a.    Value Added Tax at the legal rate in force shall be added to the prices indicated in the Agreement;

b.    The prices set forth in the Agreement may be annually increased, based on the Consumer Price Index of the previous year, and the CLIENT accepts that, if such variation is negative, it shall not give rise to any change in price;

c.    In addition to the increase provided for in the previous paragraph, the prices established in the Agreement may be changed, and for this purpose INFORMA D&B must only notify the CLIENT of such change, by any written means, at least thirty (30) days in advance of the date on which such change shall enter into force. If it does not agree with the new prices notified by INFORMA D&B, the CLIENT may terminate the Agreement, and for this purpose it must notify INFORMA D&B of its intention, pursuant to Clause 18, at least fifteen (15) days in advance of the effective date of such changes, and the termination shall take effect on that date.

10.2.2.    INVOICING

a.    Invoices shall be issued electronically by INFORMA D&B and sent to the email address indicated by the CLIENT as the invoicing email, and the Parties expressly agree to waive their issuance and sending in paper format, under the terms and for the purposes of the provisions of Decree-Law No. 28/2019, of 15 February;

b.    The non-acceptance of an invoice by the CLIENT or any disagreement as to the amounts shown therein do not exempt it from complying with the obligation to pay the respective amount, and they must be notified to INFORMA D&B and substantiated by the CLIENT, in writing, within a maximum period of ten (10) days from the date of issuance of the invoice in question. If such disagreements prove to be valid, the credit equivalent to the disputed amount shall be accounted for in the issuance of the following invoice.

10.2.3.     PAYMENT

a.    Invoices must be paid within thirty (30) days from their date of issuance;

b.    All payments must be made in Euros, by direct debit or bank transfer to the account held by INFORMA D&B, and the CLIENT accepts that the payment shall only be deemed made upon the crediting of the respective amount to the INFORMA D&B account;

c.    The CLIENT’s obligation to pay the price or any other amounts payable under this Agreement shall not be subject to any deduction, retention, off-set or any other right that the CLIENT may have against INFORMA D&B.

10.3.    In the event of a delay by the CLIENT in complying with the pecuniary obligations to which it is bound under the terms of this Agreement, INFORMA D&B reserves the right to:

a.    Charge the CLIENT for any administrative or bank charges incurred due to such non- compliance, as well as the payment of default interest at the legal rate in force, from the due date of the obligation until the effective and full payment;

b.    Declare that the instalments falling due relating to the Services to be provided throughout the term of this Agreement are immediate payable, and issuing forthwith the corresponding invoices;

c.    Suspend, at any time and without prior notice, partially or totally, the provision of the Services, holding, if applicable, the delivery of any additional updates of the Databases, Software, information or access to the contracted Services, until all the amounts due are paid;

d.    Terminate the Agreement pursuant to Clause 17.

11.1.    Either Party undertakes to maintain the strictest confidentiality and secrecy, and not to use for their own benefit or for the benefit of any third party, the Confidential Information disclosed to it by the other Party within the scope of the provision of the Services.

11.2.    The Parties shall not disclosed any Confidential Information to third parties, unless such disclosure is permitted under the Contractual Documents, imposed by law, court order or decision of a relevant administrative authority, or if it is expressly and previously authorised in writing by the other Party.

11.3.    The Parties warrant that the people who are at their service (namely, their agents, employees, workers, service providers, directors, officers, managers) and who, due to their duties, have access to Confidential Information, will process such information strictly under the terms provided for in this Clause and in the Contractual Documents.

11.4.    Without prejudice to the provisions of the preceding paragraphs and the liability that may arise from breaching the obligation of confidentiality, the CLIENT shall, if it becomes aware of the disclosure (even if accidental) or misappropriation of any Confidential Information, immediately notify INFORMA D&B in writing of this fact.

11.5.    The obligations provided for in this Clause shall remain valid and in force, regardless of the reason for terminating the Agreement, for a period of three (3) years after the date of termination of this Agreement.

12.1.    The Software and Databases whose use is licensed under this Agreement are the property of INFORMA D&B (or are licensed to INFORMA D&B), and are protected by copyright, under the provisions of Decree-Law No. 122/2000, of 4 July, on the legal protection of Databases, and the CLIENT expressly acknowledges that nothing in the Contractual Documents provides for the transfer of rights relating to the Software and Databases in question.

12.2.    Each Party acknowledges and accepts that all intellectual and industrial rights of the other Party, existing on products or materials developed, created, modified or customised by either Party, shall remain as the exclusive property of the Party holding such rights and the Agreement does not provide for its transfer.

13.1. The Parties acknowledge and accept that the provision of the Services requires the processing of Personal Data, as well as the importance of appropriately protecting the Personal Data processed within the scope of the provision of the Services, and undertake to fully comply with the principles and rules established regarding the protection of Personal Data, namely those rules provided for in the GDPR and Law No. 58/2019, in all Personal Data processing activities carried out within the scope of the Services contracted by the CLIENT.

13.2.  Within the scope of the provision of the Services, INFORMA D&B shall process the Personal Data of the CLIENT’s employees and representatives or of any persons who provide services to the CLIENT.

13.2.1.  The data referred to in the preceding paragraph are intended for the purposes of management, maintenance, development and control of the contractual relationship between the CLIENT and INFORMA D&B, and are based on the contractual relationship existing between the Parties.

13.2.2.   INFORMA D&B may process this data for the purpose of sending advertising and commercial communication of INFORMA D&B’s products and services, by any means (including mail, telephone, email or any other telematic means) to which the CLIENT may oppose at any time.

13.2.3.  The Personal Data subject to processing shall be kept during the business relationship between the Parties. Once the business relationship is concluded, INFORMA D&B shall keep the Personal Data in the interest of a future business relationship between the Parties.

13.2.4.  If, taking into account the Personal Data processing activities required in the context of the provision of the Services, INFORMA D&B acts as Processor (and the CLIENT as Controller), the Special Conditions shall contain a subcontracting clause that regulates the processing of Personal Data to be carried out by INFORMA D&B.

13.2.5.  For more information on the rules applicable to Personal Data processing activities carried out by INFORMA D&B, please consult our Privacy Policy, available at www.informadb.pt and https://www.informadb.pt/pt/quem-somos/governance/privacidade/informacao-aos-titulares-de-dados-pessoais-que-constam-na-base-de-dados-informa-db/

13.3.  The personal data made available by INFORMA D&B under this Agreement cannot be used for direct marketing purposes, except with such possibility arises from the law or is expressly provided for in the Proposal or in the Special Conditions.

14.1.    The CLIENT expressly authorises INFORMA D&B to subcontract, in whole or in part, the Services to be provided under this Agreement.

14.2.    Neither Party may assign or, in any other way, transfer, either for consideration or free of charge, in whole or in part, its contractual position or any of the rights and/or obligations arising from the Agreement, without the prior express authorisation in writing from the other Party. Notwithstanding the foregoing, if either Party transfers its contractual position, it shall ensure that the third-party assignee, under any circumstances, assumes the rights and responsibilities to which the assigning Party is bound as a result of this Agreement.

14.3.    Without prejudice to the preceding paragraph, the Parties agree that INFORMA D&B may freely assign its contractual position or any of the rights and/or obligations arising from this Agreement to companies with which it is in a group or controlling relationship, without the CLIENT’s prior consent.

15.1.    The Parties shall not be obliged to fulfil their obligations under this Agreement, and neither Party shall have the duty to indemnity the other Party for the damages and losses suffered, if the fulfilment of the obligations in question has been effectively prevented by the occurrence of a Force Majeure Event, provided that the rules established in the following paragraphs are fully complied with.

15.2.    In the event of a Force Majeure Event that prevents the provision of the Services or the fulfilment of other obligations under the Agreement, the Party affected by such an event shall promptly notify in writing the other Party, describing the Force Majeure Event, the estimated duration thereof, and listing the obligations whose fulfilment has been effectively prevented by such a Force Majeure Event.

15.3.    The affected Party shall endeavour all reasonable efforts to mitigate the consequences of the Force Majeure Event.

15.4.    If the Force Majeure Event makes it impossible to provide the Services or to fulfil other obligations set forth in the Contractual Documents for at least sixty (60) consecutive business days, either Party shall have the right to terminate the Agreement, and this shall not release the Parties from fulfilling the contractual obligations that have become due until the date of termination of the Agreement.

16.1.    This Agreement represents the entire and exclusive agreement between the Parties and supersedes all prior communications, negotiations, representations, understandings or agreements, oral or written, relating to its subject matter.

16.2.    Any modifications or amendments to the Agreement may only be valid and effective, provided that they are agreed in writing, with express reference to the clauses totally or partially modified or deleted and the wording of each of the clauses added or amended, and any unwritten clause shall be deemed null and void.

16.3.    The Parties agree that, if any of the provisions of this Agreement is declared invalid, illegal or null, it shall be deemed unwritten, and the remaining clauses shall be fully valid and in force.

16.4.    If the situation provided for in the preceding paragraphs occurs, the Parties undertake to replace said provision by another whose effect is, as much as possible, similar to the original content and/or that restores the spirit and purpose underlying it.

16.5.    The non-exercise by either Party of any power or right conferred on it by this Agreement shall in no case be construed as constituting a waiver of such right or implying its expiration or non-exercise.

17.1.    Either Party may terminate this Agreement in its initial term or any of its renewals (where applicable), thus preventing its automatic renewal, by sending a written communication to the other Party, at least ninety (90) days in advance of the end of the current contractual term.

17.2.    Without prejudice to other grounds for termination provided for by law, either Party may terminate the Agreement, when it is proven that the other Party (“Defaulting Party”) has seriously and/or repeatedly breached one or more of the obligations arising therefrom, under the following terms:

a.    The Party that did not fail to comply fulfil its contractual obligations (“Non-Defaulting Party”) shall notify, in writing, the Defaulting Party, of the reasons why the latter is in default and of its possible intention to terminate the Agreement, granting a period of fifteen (15) days to respond and remedy the non-compliance;

b.    After the period stipulated in the previous subparagraph has elapsed, if the non-compliance has not been remedied, the Non-Defaulting Party may terminate this Agreement and immediately demand payment of the contractually outstanding amounts, as well as of the losses arising for the Non-Defaulting Party as a result of such default.

17.3.    The termination of this Agreement shall have immediate effects, whenever it occurs as a result of one of the following situations:

a.    If the CLIENT, having received a written notice, does not pay any of the amounts due under this Agreement, within the period set forth for this purpose by INFORMA D&B;

b.    In case of any evidence of potential or imminent bankruptcy of the CLIENT or of its insolvency, dissolution or cessation of business operations;

c.    Failure to comply with the provisions of Clause 5 by the CLIENT, any of its employees, or third parties to whom the Software, Databases or other information have been provided.

17.4.    The termination of this Agreement by INFORMA D&B based on the regime established in this Clause does not entitle the CLIENT to any compensation, nor does it exempt it from complying with its contractual obligations, granting, in turn, to INFORMA D&B the right to immediately terminate any other agreement or contract that binds it to the CLIENT.