1.1 In this Agreement, the following words and phrases shall have the following meanings:

“Affiliates”	means a person or entity that directly, or indirectly through one or more intermediates, controls or is controlled by, or is under the common control with, the person or entity specified. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies or a person or entity through the ownership of voting securities, by contract or otherwise;
“Agreement”	means the D&B Checked Registration Form together with the terms and conditions herein;
“Channel Distributor(s)”	means distributors appointed by D&B for purposes of promoting the Services;
“Charges”	means D&B’s charges for the provision of the Services exclusive of all applicable customs duties or import surcharges, sales or value added taxes, rates, duties, levies, or similar tax assessments imposed by any authority, government, or government agency which may apply or may be introduced from time to time, the particulars of which are set out on D&B Checked Registration Form and which may be amended from time to time upon D&B notifying the Customer in writing;
“Checked Profile”	means the summary of the commercial business information of the Customer prepared by D&B based on the Materials provided pursuant to Clauses 2.2.1 and shall include any updates thereof;
“Checked Website”	means the website with URL address being http://www.dnb.com/hk which is owned, maintained and used by D&B for purposes arising out of and/or in connection with D&B’s provision of the Services;
“Confidential Information”	means any trade secrets and/or confidential or proprietary commercial, financial, marketing, technical or other information, whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium, and which is either designated as confidential or which is otherwise clearly confidential in nature but shall not include the Materials;
“Customer”	means the company identified in the D&B Checked Registration Form, subject to the approval of D&B;
“D&B”	means Dun & Bradstreet (HK) Limited whose registered address is at 18/F, Caroline Centre, Lee Gardens Two, 28 Yun Ping Road, Causeway Bay, Hong Kong;
“D&B Checked Registration Form”	means the form to be submitted by the Customer for subscription to the Services;
“Effective Date”	means the commencement date of the Services appearing on the D&B Checked Registration Form;
“Hong Kong ”	means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Initial Period”	means a period of twelve (12) months from the Effective Date;
“Intellectual Property Rights”	means copyright and related rights, moral rights, design rights, trade marks and service marks (including internet domain names and email address names), rights in product names, brand names, designs, logos, slogans, get up, formula and inventions, product rights, rights in knowhow, rights in databases and other rights of a like nature (whether registered or unregistered) and all applications for such rights as may exist anywhere in the world;
“Materials”	means any data, information, documentation and materials identified on the D&B Checked Registration Form to be provided by the Customer to D&B as required by D&B for purposes of enabling D&B to prepare the Checked Profile;
“Parties”	means D&B and the Customer, and the term “Party” refers to either D&B or the Customer;
“Services”	means service(s) to be provided by D&B to the Customer in the form of ‘Plan A’, the scope of which is more particularly described in Clause 2 and which shall be offered in accordance with the terms and conditions in this Agreement; and
“Working Days”	means any day(s) other than (i) Saturdays and Sundays, and (ii) days on which banks are closed for business in Hong Kong.

1.2 In this Agreement.

2.1 In consideration of the Charges, D&B agrees to provide the Services to the Customer.

2.2 The scope of the Services is the following:

3.1 D&B warrants to the Customer that it shall use all reasonable skill and care to perform the Services and it shall take all reasonable and practical steps to avoid or ameliorate any default on its part in carrying out the Services.

3.2 Except as expressly set out in this Agreement, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the provision of the Services are hereby excluded to the maximum extent permitted by law.

4.1 The Customer shall give D&B clear briefings and shall, at its own expense, make available the Materials to D&B by post or in the form of scanned documents if provided by electronic means and cooperate with D&B for the purposes of enabling D&B to provide the Services and to prepare the Checked Profile.

4.2 The Customer shall ensure the Materials it provides to D&B and the content of the Checked Profile are up-to-date and where necessary, request that the Checked Profile be updated by D&B. The Customer acknowledges and agrees that D&B shall not be responsible for any inaccuracy or out dated information and/or statements in the Checked Profile to the extent that such information and/or statements are based on the Materials.

5.1 Each Party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other Party disclosed or obtained as a result of the relationship of the Parties under this Agreement and shall not use nor disclose the same save for the purposes of this Agreement or with the prior written consent of the other Party. Where disclosure is made to any employee, sub-contractor or agent or professional advisors, it shall be done subject to obligations equivalent to those set out in this Clause 5. Each Party shall use its best endeavours to procure that any such employee, sub-contractor or agent complies with such obligations. Each Party shall be responsible to the other in respect of any disclosure or use of such confidential information by a person to whom disclosure is made.

5.2 The foregoing obligations shall not apply, however, to any part of the Confidential Information which (i) was already known to the recipient party (otherwise than following a breach of the Agreement) prior to receipt thereof; (ii) was already in the public domain or becomes so through no fault of the recipient party; (iii) was acquired by the recipient party from a third party having the right to convey the Confidential Information to the recipient party without any obligation of confidentiality not to disclose the same; (iv) is independently developed by the recipient party; and (v) is approved for release by prior written authorisation by the disclosing party.

5.3 The Parties agree to indemnify each other against loss or damage arising directly from any breach or non-performance of this Clause 5.

6.1 The Materials

The Customer hereby grants to D&B and its Affiliates a non-exclusive, royalty-free licence to use the Materials for the purpose of fulfilling its obligations under this Agreement and for purposes of Clause 2.2. The Customer warrants and represents to D&B that it has all necessary rights to the Materials and that the use of the Materials by D&B and its Affiliates will not infringe any third party rights.

6.2 The Checked Profile

The Customer acknowledges and agrees that any Intellectual Property Rights developed by D&B during the course of its provision of the Services, including without limitation the Checked Profile, shall vest in D&B and the Customer agrees to take all necessary steps to vest such Intellectual Property Rights in D&B, from the date of creation if created later than the date of this Agreement.

7.1 The Customer shall indemnify D&B and hold D&B harmless from and against any and all claims made against D&B alleging that the use of any or all of the Materials permitted under this Agreement infringes the Intellectual Property Rights of a third party. Such indemnity will include all losses, costs (including legal costs) and expenses incurred by D&B as a consequence of such claim. The Customer acknowledges and agrees that D&B’s Affiliates may also take benefit of this indemnity.

8.1 D&B shall not in any circumstances have any liability for any claim for loss of profits or anticipated savings, loss of goodwill or injury to reputation, loss of business opportunity, punitive damages, losses suffered by third party or indirect, consequential or special loss or damage regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether D&B knew or had reason to know of the possibility of the loss, injury or damage in question. Such exclusions will apply to the fullest extent permissible at law but D&B does not exclude liability for death or personal injury caused by the negligence of D&B or its Affiliates, its employees or agents, or for fraud.

8.2 The aggregate liability of D&B to the Customer for all losses, damages, costs, claims or expenses suffered by the Customer arising out of or in connection with any breach by D&B or its Affiliates of the terms of this Agreement or any tort or breach of statutory duty committed by D&B or its Affiliates (or any officer, employee, agent or subcontractor thereof) in connection with the performance or purported performance of D&B’s obligations under this Agreement, including without limitation any indemnities given by D&B under this Agreement, shall be limited to and in no circumstances whatsoever exceed the total amount of Charges D&B receives from the Customer under this Agreement.

9.1 The Customer shall pay D&B the Charges within thirty (30) days from the date of receipt of the invoice. Payment can be made by telegraphic transfer or bank remittance or cheque or cash.

9.2 If the Customer has not paid the Charges by the due date, D&B shall be entitled but not obliged to charge the Customer interest on the overdue amount from the due date up to the actual date of payment (including before and after judgment) at the rate of two percent (2%) per month or at the highest interest rate permissible by law, whichever is the lower. Such interest shall accrue on a daily basis and shall be payable by the Customer on demand.

9.3 Without prejudice to Clause 9.2, if the Customer fails to make any payment when due and remains in default for seven (7) days following the Customer’s receipt of a written notice of such default from D&B, D&B shall have the right to remove the Checked Profile from the Checked Website or other postings or publication of the Checked Profile for the period until the day on which the payment is received by D&B.

9.4 D&B shall have the right to revise the Charges once every twelve (12) months commencing from the Effective Date. The revised Charges shall only take effect upon notification by D&B.

10.1 No Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, inclement weather, fire, flood, explosion, civil commotion, outbreak of epidemics or strikes.

11.1 Subject to earlier termination as provided for in this Agreement, the Agreement

11.2 This Agreement may be terminated

12.1 Termination by either Party in accordance with the rights contained in Clause 11 will be without prejudice to any other rights or remedies of that Party accrued prior to termination.

12.2 Termination will not discharge either Party from performing any obligation or from payment of any sums already due or becoming due by reason of the termination.

12.3 If termination is initiated by the Customer pursuant to Clause 11.2.4, the Customer shall pay D&B forthwith all outstanding Charges and any Charges paid are not refundable.

13.1 Any notice given under or in relation to the Agreement shall be in writing, signed by or on behalf of the Party giving it and shall be served (1) by delivering it personally or by sending it by recorded delivery or registered post; or (2) by post; or (3) by facsimile transmission to the address and for the attention of the relevant Party’s representative at its registered office or such other address as otherwise notified by that Party in writing.

13.2 A notice shall be deemed to have been received (1) if delivered personally, at the time of delivery; (2) in the case of post, two (2) Working Days after the date of posting; and (3) in the case of facsimile transmission, on the day of transmission if sent before 16:00 hours of any Working Day and otherwise at 09:00 hours on the next Working Day and provided that, at the time of transmission of a facsimile transmission, an error-free transmission report has been received by the sender.

14.1 This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties relating to such matters.

14.2 Each of the Parties acknowledges and agrees that in entering into the Agreement, and the documents referred to in it, it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement as a warranty. The only remedy available to it for breach of the warranties will be for breach of contract under the terms of the Agreement. Notwithstanding the foregoing, nothing in this Clause 14 seeks to avoid liability for fraudulent misrepresentation or fraudulent concealment.

15.1 Nothing in this Agreement is intended to create a partnership, or legal relationship of any kind that would impose liability upon one Party for the act or failure to act of the other Party, or to authorise either Party to act as agent for the other Party. Neither Party shall have authority to make representations, act in the name of, or on behalf of, or to otherwise bind the other Party.

16.1 D&B shall be entitled to make press announcements or publicise this Agreement or its contents in any way without the prior written consent of the Customer. The Customer shall grant D&B a revocable, royalty-free licence to use the Customer’s logos, trademarks and/or trade names for purposes of this Clause and shall indemnify D&B and hold D&B harmless from and against any and all claims made against D&B alleging that the use of any of the Customer’s logos, trademarks and/or trade names infringes the Intellectual Property Rights of a third party. Such indemnity will include all losses, costs (including legal costs) and expenses incurred by D&B as a consequence of such claim.

17.1 The Customer may not assign the Agreement to any third party without prior written consent from D&B. D&B has the sole discretion to assign or subcontract any or all of its obligations under the Agreement to any third party.

18.1 Any amendment or variation or waiver to the Agreement shall be not be binding on the parties unless set out in writing, expressed to amend the Agreement and signed by or on behalf of each of the Parties’ respective representatives.

19.1 The rights and remedies provided by this Agreement may be waived only in writing by the relevant representative in a manner that expressly states that a waiver is intended, and such waiver shall only be operative with regard to the specific circumstances referred to.

19.2 Unless a right or remedy of D&B is expressed to be an exclusive right or remedy, the exercise of it by D&B is without prejudice to D&B other rights and remedies. Any failure to exercise or any delay in exercising a right or remedy by either Party shall not constitute a waiver of that right or remedy or of any other rights or remedies.

20.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed without effect to the remaining provisions. If a provision of the Agreement that is fundamental to the accomplishment of the purpose of the Agreement is held to any extent to be invalid, the Customer and D&B shall immediately commence good faith negotiations to remedy that invalidity.

21.1 This Agreement is governed by and shall be construed and interpreted in accordance with the laws of Hong Kong and each Party hereby submits to the non-exclusive jurisdiction of the Hong Kong courts.