Terms & Conditions
as of April 30, 2021
1. Subject of the agreement and scope
(a) Welcome to CountryRisk.io, the internet-based application for country and sovereign risk assessments.
(b) These General Terms and Conditions (hereinafter “T&C”) govern the relationship between CountryRisk.io Ltd, 9 Stanhope Place, W2 2HH London, United Kingdom (hereinafter "we", "us", "CountryRisk.io" or "Operator") and persons and organisations who wish to use the following online services of the Operator (hereinafter "User", "you" or "your"). The current version of the T&C is available on the website [https://www.countryrisk.io/terms-and-conditions] under "T&C".
(c) CountryRisk.io provides Internet-based software-as-a-service services ("SaaS") in the area of country and sovereign risk assessments (hereinafter "Software"). The Software serves to enable the user to get information about the various risks associated with countries. The Software also provides a statistical data, reports and news from a wide range of sources and quantitative risk scores and a comprehensive rating model. The Software is continuously updated and new features are added. For a full list of features, please visit: https://countryrisk.io.
(d) The violation of these T&Cs can lead to the closure of your User account. The use of the Software particularly prohibits irresponsible and illegal activities and you agree that we cannot be held responsible for such activities and their consequences.
2. Provision of the Software
(a) CountryRisk.io will make the Software available to you for the duration of this agreement in the version you have paid for and at its most current version. It is made available on a server that can be reached by you as a User via the Internet. The platform can be accessed through: www.countryrisk.io
(b) The functionality of the Software is continuously checked and verified by CountryRisk.io. All Software errors will be corrected within a reasonable period of time in accordance with the technical and design possibilities. Such Software error exists if the specified features are not fulfilled, lead to incorrect results or make the usability of the Software impossible.
(c) CountryRisk.io is constantly developing the Software further and will improve it through updates. The current range of features can be found on the website www.countryrisk.io.
(a) The User must be at least 18 years of age to register for the Software. Both natural and legal persons can register. Registrations by "bots" or similar automatic methods are not permitted. You can register by entering your e-mail address and choosing a username and password.
(b) Registrations with temporary e-mail addresses are not allowed - you must register with a permanent e-mail address so that we can reach you this way in urgent cases.
(c) We reserve the right to refuse the registration of a User account without giving reasons.
(d) During the registration process and when setting up your settings in the Software, you must provide all necessary information carefully and in a valid form in order to complete the registration process and use the Software correctly.
(e) Each registration or each User account is valid exclusively for a specific User. The shared use of a single User account for multiple companies or the transfer of your User account to third parties, whether paid or not, is not allowed.
(f) You are responsible for the creation, secure storage and secrecy of your access data (especially your password). We are explicitly not liable for any loss of your access data and/or the resulting access and manipulation of your data by third parties.
(g) You are solely responsible for the input, maintenance and intended use of all data that you enter into the Software and for keeping your data free of viruses or other harmful components before transmission.
(h) If you use a trial version of the Software, then your usage options are subject to certain restrictions (defined when ordering a trial account).
(i) You may only use the Software within the scope of the purpose of the agreement and in accordance with these T&C and the applicable laws. In particular, you must observe the regulations for the protection of intellectual property.
(j) Editing, duplicating or selling the Software or parts thereof, as well as saving and installing the Software on data carriers, is not permitted, with the exception of temporary loading of the Software into the working memory without making (backup) copies.
4. Suspension of User accounts
(a) We reserve the right to immediately suspend your access to the Software if there are reasonable grounds to suspect that your User account is being used improperly or in a manner that violates the law or your contractual obligations, in particular also if the Software is being used by unauthorized third parties, or if you infringe our copyrights.
(b) If your access to the Software is suspended, we will inform you immediately about the suspension and including its reasons. Any suspension of your access will be lifted as soon as the suspicion of illegal use or illegal data can be ruled out.
(c) In the event of use by third parties contrary to the agreement, you undertake to surrender on first request all information necessary to assert any claims against third parties, in particular their names and addresses as well as further contact details.
5. Data storage
(a) We provide you with storage space on a server in the EU to store your data.
(b) We ensure that the stored data can be accessed via the Internet as far as technically possible.
(c) You agree not to store any data that violates any provisions of this agreement or any other applicable law.
(d) The Operator will only access or process this User Data if this is necessary for the provision of the services or if the User gives specific instructions (e.g. during support). User Data may also be accessed if required by an agreement, policy or applicable law.
(e) We commit ourselves - unless forced to do so by legal regulations - not to pass on the User Data to third parties under any circumstances. You have the right to request the surrender or complete deletion of your User Data at any time. User Data will be disclosed by electronic means (e.g. email). We are explicitly not obliged to make Software available to you for further use of transmitted User Data.
6. Data transmission and processing
(a) The Operator undertakes to take suitable and reasonable precautions against data loss and to prevent unauthorized access to User Data by third parties as far as technically possible. For this purpose, the Operator will create backups of the User Data. Especially when using the Software in trial versions, however, a possible loss of data cannot be excluded.
(b) The Software guarantees adequate protection against CSRF (Cross Site Request Forgery).
(c) The Software is accessible via a secure, certified data connection (https).
(d) During registration and within the scope of the business transaction we determine and process data from you to the necessary extent: surname and first name, email address, country information and other personal data which you make available to us during the contract initiation or during the contractual relationship: e.g. a bank account specified by you. All personal information is handled with the utmost confidentiality.
(e) As far as the User Data is personal data, the following applies: the Operator processes the User Data as contract data processor exclusively for the purpose of providing the contractual services on behalf of and according to the instructions of the User. The Operator takes appropriate technical and organisational measures to protect User Data. The User remains the sole responsible party in relation to the Operator within the meaning of data protection law and responsible for the legality of the gathering, processing and use of User Data in accordance with the statutory provisions, in particular the Data Protection Act. In particular, the User will obtain any necessary consent and provide information on data protection. If necessary, User and Operator will conclude an additional agreement regarding contract data processing.
(f) The Operator strives to conclude identical agreements with any third parties (employees, service providers, etc.).
(g) Within the framework of the statutory provisions, the Operator is authorized to use anonymized User Data for operational purposes (in particular for market research) and evaluate it. The User explicitly agrees to this.
(a) To ensure the proper use of the Software, we would like to point out that you should follow the channels of communication provided by us (in various forms) using at least one channel. We use these communication channels to inform you about changes, innovations, further developments etc. at given times. You are responsible for obtaining the information provided.
(b) We would also like to encourage you to send questions, comments, problems etc. to [email protected] - and thus participate in the development and design of the Software. We strive to treat you as a partner with respect, which means that we value and consider all forms of communication and participation.
8. Intellectual property rights
(a) According to this Agreement, intellectual property rights of the content provided on the CountryRisk.io Insights Platform and provided by the Supplier, including but not limited to copyrights, shall not be transferred to the Client. The Client acknowledges the intellectual property rights, including but not limited to copyrights, of the Supplier, and shall abstain from attacking the legal validity and scope of these rights.
(b) The Client shall not reverse engineer, decompile, modify or make derivative works of the Supplier.
(c) The Supplier is not obliged to submit full source code of the software already developed by the Supplier to the Client and will need to share the code only to the extent necessary for execution of this Agreement.
(d) Neither Party will remove any copyright, trademark, or other proprietary notices of the other Party or any third party on any materials received from the other Party and each Party will reproduce all such notices on all copies of such materials.
9. No financial or investment advice
(a) The content and material available on the platform is intended only for professional users and is not, and should not be construed as financial, legal or other advice of any kind, nor should it be regarded as an offer or as a solicitation of an offer to buy, sell or otherwise deal in any investment. Nothing on the CountryRisk.io platform constitutes a solicitation by CountryRisk.io of the purchase or sale of loans, securities or any other investment.
(a) We offer different versions of the Software. The type and scope of the contractual services result from the features of the respective version of the Software which are documented on the website www.countryrisk.io.
(b) The Software is a paid service, the current price of the version you ordered can be found at www.countryrisk.io.
(c) The User undertakes to pay the Operator the remuneration plus statutory value added tax for the version chosen by the User.
(d) Payment is possible by credit card or bank transfer. After the payment has been made, you will receive an invoice showing the services received.
(e) If payment is not made or is cancelled, we are entitled to suspend your access to the Software with immediate effect.
(f) The Operator is entitled to adjust the prices and service contents by written notice to the User at the next possible termination date. Reasons for such a change in performance are in particular the further development of the Software. If the User does not wish to continue the agreement under the changed conditions, he is entitled to extraordinary termination with 30 days' notice at the time of the change.
11. Availability & customer service
(a) With a functioning Internet connection, the Software is generally available, whereby we guarantee on working days between 8:00 and 18:00 an availability of 95% as an annual average.
(b) The Software may not be accessible if adaptations to the object of the contract or the detection and rectification of malfeatures for technical and design reasons require a temporary interruption of its provision. We will inform you in good time of any foreseeable interruptions in the availability of the Software (at least 24 hours before). Should it not be possible to correct errors within one working day of the error being reported, we will inform you by email and let you know how long it will take to correct the error, when the Software will be available again and which work-arounds may exist in the meantime.
12. Instructions / Reporting
(a) At any time during the term of this Agreement, the Client shall have the right to give necessary and appropriate instructions to the Supplier. Such instructions shall determine the services in more detail or otherwise be linked to the provision of the services. The Supplier shall be obligated to immediately check the instructions given in terms of their usefulness and effect regarding the service provision. If necessary, the Supplier shall notify Client. In addition, the Supplier shall notify the Client of possible effects of the instructions on due dates and costs.
(b) The scope of the agreed services may not be unilaterally extended by means of instructions. Such an extension is only possible by mutual Agreement.
(c) The Supplier shall periodically provide the Client with an account of the hitherto provided services and the progress of the services (including costs already incurred). In particular, the Supplier shall provide Client with work reports of the services provided.
(d) In addition, the Supplier shall notify the Client immediately about any circumstances, incidents or findings that could seriously put at risk or prevent the proper performance of the services or the compliance with security requirements. At the same time, the Supplier shall advise on resulting consequences and provide a proposal with respect to measures that should be taken.
13. Quality Assurance at CountryRisk.io
(a) CountryRisk.io is a public forum. To assure objective, high-quality analyses, we retain the right to delete datasets, ratings and comments that do not meet our quality standards.
(b) In keeping with our core value of transparency, before taking such an action we will engage the user in a dialogue to seek a less drastic remedy.
(c) We monitor all drafts and completed ratings and their datasets to see that several basic conditions are met:
- Data integrity: Users need to ensure that their data is correct and not misleading. We understand that some adjustments to historical data can be warranted. We stress that users’ estimates and forecasts should be realistic; hypothetical data – for example, for stress testing – must be explicitly identified as such.
- Objective analysis: Users need to be objective in their rating analyses. CountryRisk.io welcomes a diversity of views. However, consistently setting indicators and adjustments to the highest or lowest levels is unhelpful. Adjustments should fine-tune parameters, not fundamentally distort them, thereby unduly biasing outcomes.
- Timeliness: Risk ratings must be timely. Opening a rating draft and leaving it unfinished for an extended period of time undermines the quality of the analysis. After four weeks, users with an open draft will receive an email reminder. If they reply that the draft will be completed, they have two weeks to do so. If they do not reply, the rating draft with be closed.
(d) Finally, CountryRisk.io does not tolerate obscene, indecent or personally aggressive comments. Such comments will be removed from the platform.
(e) We encourage the CountryRisk.io community to let us know about anything they encounter on the platform that might jeopardize its quality and integrity. Please send your comments and observations to [email protected]
14. Trial account, term, termination and dissolution
(a) Each User can request and use a single trial account once. The multiple use of trial accounts by one User is not permitted. The agreement for using a trial version of the Software is limited to 30 days. The use of a trial version is subject to certain restrictions. In addition, when using a trial version of the Software, we cannot guarantee all aspects regarding the provision, accessibility and functionality of the Software, as well as data backup and the accessibility of our customer service.
(b) The paid agreement for the use of the Software is concluded for a period of one month or year at the time of ordering. If the User does not cancel at least 30 days before the end of the one-year period, the subscription is automatically renewed for another year. If the User does not cancel the monthly subscription within the month, the subscription is automatically renewed for another month. There will be no pro rata refunds or credits. Invoices are issued monthly or annually in advance.
(c) CountryRisk.io also provides Enterprise packages with separate terms and conditions.
(d) The premature termination of an existing agreement for good cause remains open to Users and Operators (you and us). An important reason for the termination of the agreement without notice by CountryRisk.io is in particular,
- if the User goes bankrupt or the opening of bankruptcy has been stopped for lack of assets,
- if payment for an order is not made despite two reminders,
- if data protection, civil and criminal law regulations are violated negligently or intentionally (also towards third parties),
- if copyrights, rights to names and other intellectual property rights are culpably infringed or if there is suspicion of use in the context of criminal, unlawful, immoral or ethically questionable acts.
15. Rights to the Work Results or Works
(a) Upon full payment of the agreed fees, ownership and title to the Work Results or Works (i.e. CountryRisk.io Insights Platform content) delivered to Client shall not be transferred to the Client.
(b) The Supplier hereby grants Client and their group companies, a worldwide, royalty free, non-exclusive and non-transferable license to use the Work Results or Works. This includes the right to use for the license / subscription period.
16. Confidentiality / Data protection
(a) For the term of this Agreement and following its termination, both parties generally undertake to treat any data or information received from the other party in the context of or pursuant to this Agreement in a confidential manner, and neither to convey or disclose such data or information to unauthorized third parties nor to use it for purposes other than for the performance of this Agreement. This shall include but not be limited to the obligation to ensure, as far as technically feasible according to state-of-the-art technology, that no unauthorized third party can access any such data or information neither electronically nor physically. This obligation of confidentiality shall not apply to information which is proven to be general public knowledge or which, through no action on the part of the recipient, becomes public knowledge. In addition, this obligation of confidentiality shall not apply to employees of Client, its group companies, Suppliers or other third parties, if they reasonably require the respective data or information in order to fulfill their obligations towards Client and if they are subject to Client's duties of confidentiality under this Agreement.
(b) Unsecured e-mails (e-mails without proper encryption and/or electronic signature) involve significant security risks - such as lack of confidentiality, the danger of content and sender manipulation, technical malfunction, viruses, etc. If the parties agree to use a secure e-mail solution the parties shall jointly agree on the secure solution to be implemented.
(c) Additionally, both parties acknowledge to be obligated to maintain absolute silence about the content of their specific activities with Client and the findings or information of any kind obtained in connection with this Agreement or otherwise and also not to make this available to unauthorized third parties.
(d) As a confirmation of acknowledgement of its obligations in this regard, the Supplier and the Client may sign a separate “Non-disclosure Agreement” and it shall form an integral part of this Agreement.
17. Warranties and Guarantee
(a) The Supplier warrants and represents to provide the services using the utmost diligence, all knowledge and competence available to the Supplier regarding the current state of information technology, and by following instructions issued by the Client.
(b) The Supplier also warrants and represents that any employee or contracted third party/subcontractor used by the Supplier under this Agreement has the necessary professional qualifications and adequate experience to provide the required service.
(c) The Supplier shall act on any deviations, faults and/or defects immediately upon notification and shall remedy them within an appropriate time limit set by Client if the deviation / fault results from the supplier’s own work and not from inappropriate means of use by Client. These services and works shall be provided without an additional compensation.
(d) Any Product (i.e. CountryRisk.io Insights Platform content such as risk indices) provided by the Supplier under this Agreement is provided “AS IS.” Product(s) are compiled from materials furnished to or obtained by Countryrisk.io from outside sources. CountryRisk.io does not warrant the completeness or accuracy of the information, that Client’s use of Product(s) will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy Client’s requirements.
(a) The Supplier shall perform any services under the Agreement using the utmost skill and care of a provider of similar services.
(b) Client shall be liable for each direct loss or damage caused by intent or gross negligence of the Client.
(c) Unless otherwise agreed in this Agreement, the parties shall inform each other in writing of any breach of this Agreement and afford the Supplier time to correct such breach.
(d) Neither party shall be liable to the other in respect of, and shall not be deemed to be in breach of this Agreement as a result of, any failure or delay in complying with its obligations under this Agreement where such failure or delay is caused by circumstances beyond the reasonable control of that party. The lack of funds shall not be interpreted as a cause beyond the reasonable control of such party.
(e) Neither party will be liable for any consequential, punitive, special or indirect damages suffered by the other party, including: a) any loss of actual or anticipated profits, revenue, savings or business; b) loss of data or information; c) loss of good will, reputation or similar losses; or d) business interruptions arising out of or related to the Agreement or any use of or inability to use products.
(f) Except for each party’s indemnification obligations, the maximum liability of the Supplier, its third party providers, and/or the Client to the other Party for all claims under this Agreement, in warranty, contract, tort, or otherwise, will not exceed the Fees paid by Client in the prior 12 months for the defective Products that are the subject of the claim.
19. Final provisions
(a) This Agreement and any of its appendices shall enter into effect after being validly signed by the parties.
(b) This Agreement contains all the Agreements between the parties in connection with the provision of the services herein described. In particular, this Agreement shall supersede any information/instructions or terms and conditions set forth in correspondence during negotiation of this Agreement. All arrangements, including specifically all appendices (which concretize the various obligations) and supplemental Agreements (which set forth changes or supplementary provisions) shall be made in. Each of them shall constitute an integral part of this Agreement. The term "Agreement" shall include the appendices and supplemental Agreements.
(c) The appendices concretize the provisions of this main part of the Agreement (including any supplemental Agreement). In the event of contradictory provisions, the appendices shall prevail.
(d) Should parts of this Agreement be or become void, ineffective or unenforceable for any other reason, the validity of the remaining provisions shall not be affected. Accordingly, the parties shall interpret and perform this Agreement to the effect that the purpose intended with the void or legally ineffective parts will nonetheless be achieved as far as legally possible.
(e) This Agreement or individual rights and duties arising out of or in connection with it may only be transferred to third parties with the prior written consent of the other party.
(f) The parties undertake to transfer all rights and duties arising out of or in connection with this Agreement to their legal successor, if any.
(g) The exclusive place of jurisdiction shall be London.
(h) This entire Agreement, as well as the assessment of the legal validity of the place of jurisdiction, are governed by and construed under UK law. The parties expressly exclude the application of any international treaty or convention.