\r\n By accessing and using the Single-Invoice.co Trade Credit Insurance API (\"Single-Invoice.co\") you are agreeing to the following terms and conditions of Euler Hermes SA (NV), Avenue des Arts 56, 1000 Brussels, Belgium, Company no 0403.248.596 RPM Brussels, Insurance firm, registered under code 418, and its Affiliates (hereinafter jointly and individually referred to as \"Euler Hermes\").
\r\n You accept that these Terms do not amend, change or override in any way your Policy terms and conditions with Euler Hermes. For the avoidance of doubt, should a conflict arise between these Terms and the Policy terms and conditions, the Policy terms and conditions will prevail and determine your and our respective rights, duties and obligations under your Policy with Euler Hermes.
\r\n We may change these Terms from time to time at our sole discretion. We will advise you of any such change by email notification. Please therefore check the homepage regularly and ensure that you read notices of change carefully.
\r\n The two entities are collectively referred hereafter as the \"Parties\" and individually as a \"Party\".
\r\n \r\n WHEREAS:\r\n
\r\n The Parties are willing to disclose to one another Confidential Information, under the terms of this Agreement.
\r\n \r\n IT IS HEREBY AGREED THAT:\r\n
\r\n \r\n - \r\n \r\n DEFINITIONS\r\n \r\n
\r\n - \r\n \"Disclosing\" Party means one Party disclosing Confidential Information to the Receiving Party.
\r\n - \r\n \r\n \"Confidential Information\" means any:\r\n
\r\n - information which is marked confidential by the Disclosing Party; and
\r\n - financial information and data concerning each the Disclosing Parties, its holding and group companies, its customers, its products and its business generally and more particularly, but not limited to, the credit insurance products and the credit management solutions it is offering, the financial and credit information on buyers, entities or countries on which the disclosing party is taking, intents to take, or refuses to take risks, which are disclosed by the Disclosing Party to the Receiving Party for the Purpose under this Agreement. Confidential Information does not include information which is or becomes generally available to the public, or is or becomes available to the Receiving Party otherwise than pursuant to this Agreement.
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\r\n \r\n - \r\n \"EH Group\" means Euler Hermes Group and all other companies having Euler Hermes Group as their parent or ultimate parent company.
\r\n - \r\n \"Purpose\" means consideration of the Confidential Information provided by the Disclosing Party to the Receiving Party in order to consider covering transactions with trade credit insurance.
\r\n - \r\n \"Receiving\" Party means one Party receiving Confidential Information from the Disclosing Party.
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\r\n \r\n - \r\n \r\n UNDERTAKINGS\r\n \r\n
\r\n - \r\n The Receiving Party undertake:\r\n
\r\n - to use the Confidential Information as is required solely for the Purpose
\r\n - to hold and maintain all Confidential Information confidential and not divulge the Confidential Information to third parties excluding each Party’s affiliates and EH Group members, without the prior authorisation of the Disclosing Party;
\r\n - to ensure that any third parties to whom the Confidential Information may be disclosed are aware of the obligations under this Agreement and comply with them;
\r\n - not to disclose to anyone the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between the Parties in connection with the Purpose, in particular the Receiving Party shall not disclose or announce the Purpose to another person without the prior written consent of the Disclosing Party;
\r\n - to inform the Disclosing Party of any breach whatsoever of the obligations created by this Agreement and to provide all possible assistance to minimise the effect of any such breach;
\r\n - to indemnify and hold harmless the Disclosing Party against any loss or damage arising out of any breach whatsoever of the obligations created by this Agreement. The Receiving Party acknowledges that damages alone may not be an adequate remedy for any losses which the Disclosing Party may sustain from any breach of this Agreement. The Disclosing Party may be entitled to seek the remedies of injunction, specific performance and any other equitable relief for a threatened or actual breach of this Agreement.
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\r\n \r\n - This clause 2 shall not apply where such disclosure is required to be made by any court, governmental or administrative authority competent to require such disclosure or by an applicable law or regulation requiring such disclosure.
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\r\n \r\n - \r\n \r\n INSIDE INFORMATION\r\n \r\n
\r\n The Receiving Party is aware that the Disclosing Party is part of the EH Group the parent company of which, Euler Hermes Group, has its shares listed on Euronext Paris and that as such the Confidential Information may constitute insider information pursuant to article L. 465-1 of the French Monetary and Financial Code and to article 621-1 of the general regulation of the Autorité des Marchés Financiers which restrict persons with non public information about a company from directly or indirectly purchasing or selling securities of such company, from communicating information to any other person, or otherwise from using such information for share trading purposes other than in connection with the Purpose in relation to which it was received.
\r\n - \r\n \r\n NO REPRESENTATION REGARDING THE CONFIDENTIAL INFORMATION\r\n \r\n
\r\n - The Disclosing Party does not accept responsibility for or make a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information.
\r\n - The Disclosing Party is not liable to the Receiving Party or any third parties in respect of the Confidential Information or its use.
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\r\n \r\n - \r\n \r\n DURATION\r\n \r\n
This Agreement shall remain in force for two years from the date above or until the Confidential Information comes into the public domain otherwise than through breach of this Agreement, whichever is earlier, notwithstanding that at some future date the Disclosing Party may cease without cause to provide Confidential Information to the Receiving Party.
\r\n \r\n - \r\n \r\n GENERAL PROVISIONS\r\n \r\n
No variation of this Agreement shall be valid unless it is in writing and signed by and on behalf of each of the Parties.
\r\n \r\n - \r\n \r\n JURISDICTION\r\n \r\n
This Agreement shall be governed by and construed in accordance with the laws of France and the Parties agree to submit to the exclusive jurisdiction of the Tribunal of Commerce of Paris, France for the purpose of determining any dispute arising out of or under this Agreement.
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