The Supplier Data used for the NCOA Dataset is provided by Royal Mail. GBG is obliged under the terms of its agreement with Royal Mail to ensure that Intermediaries agree to comply with the following licensing provisions:
1.1 In these Additional Terms, the following definitions shall apply, in addition to the definitions set out in the General Terms:
“Applicant” an Applicant for or prospective or existing customer of, the End User’s products of services whose identity needs to be validated;
“Applicant Record” the name and address (and, where available , the date of birth) of an Applicant which have been lawfully and fairly obtained by the End User for the purpose of verifying the Applicant’s identity in relation to a product or service of the End User;
“EEA and UK” means the United Kingdom and the European Economic Area comprising, for the time being, the EU member states, Norway, Iceland and Liechtenstein.
“Intellectual Property Rights” all intellectual property rights including copyright and related rights, database rights, trade marks and trade names, patents, topography rights, design rights, trade secrets, know-how, and all rights of a similar nature or having similar effect which subsist anywhere in the world, whether or not any of them are registered and applications for registrations, extensions and renewals of any of them;
“Licensee” the individual, company or other legal entity hereby entering into a Licensee Contract with GBG. Such Licensee may be the actual End User or a provider of services to the End User or an agent or intermediary of the End User;
“Licensee Contract” means the agreement between GBG and the Licensee which incorporates these Additional Terms.
“Licensee Data” means any data provided to GBG by the End User for processing in accordance with the terms of the Agreement including where relevant any personal data.
“NCOA ® Alert Database” a database containing Redirection Data;
“New Address” the address specified by a redirection customer as that to which mail should be redirected;
“Old Address” the address specified by a redirection customer as that from which mail should be redirected;
“Outputs” those data fields within the NCOA® Alert Database which GBG may incorporate into the creation of a Score or provide to the Licensee in accordance with Clause 4;
“Permitted Purpose” means the purposes, restrictions and or conditions for use of the Dataset outlined by the Supplier in clauses 2.3-2.7, the use of Scores and (where applicable) Outputs for the explicit purpose of (i) preventing fraud, or investigating whether fraud is being committed, relating to the Applicant, the New Address or the Old Address in the course of validating information provided by the Applicant and (ii) verifying the identity of the Applicant for the purposes preventing money laundering and/or fraud relating to the Applicant, the New Address or Old Address and (iii) for the avoidance of any doubt, the Permitted Purpose shall not, in accordance with Applicable Data Protection Laws, include sending any marketing to individuals.
“Product” GBG’s product, service or solution through which Scores and Outputs are generated;
“Redirection Data” data collected from the redirection forms completed by redirection customers who wish to use Royal Mail’s service for the redirection of mail, whereby mail which has been addressed to an Old Address is redirected to and delivered at the relevant New Address;
“Royal Mail” means Royal Mail Group Limited, a company registered in England and Wales under registered number 04138203 whose registered office if at 100 Victoria Embankment, London EC4Y 0HW who supplies the service to GBG for use by the End User .
“Score” the risk allocation assigned to an Applicant Record by GBG following a match against Redirection Data using a pre-determined scoring mechanism.
2. LICENCE AND USE OF THE DATASET
2.1 In consideration of the Licensee complying with these Intermediary Additional Terms, GBG grants to the Licensee a non-exclusive, non-transferable, revocable sub-licence in the EEA and UK to access and use the Scores and Outputs for the Permitted Purpose only.
2.2 Subject to clause 2.4, the Licensee shall be entitled to grant sub-licences in respect of the licence at clause 2.1 provided that the Licensee ensures that its sub-licensees and the End User are bound by these terms.
2.3 The Licensee shall not allow public bodies to use the Redirection Data. Public bodies include any department, office or agency of Her Majesty’s Government or any local government authority or agency or any public authority.
2.4 The Licensee agrees to indemnify and keep indemnified Royal Mail against all losses, costs, claims and damages suffered or incurred by Royal Mail directly or indirectly as a result of a breach of any provision of these Intermediary Additional Terms by the Licensee.
2.5 At any time during the term of the Licensee Contract, on the provision of two Working Days’ notice from GBG, the Licensee shall give Royal Mail and its agents reasonable accompanied access during working hours to its premises, computer systems, accounts, documents and records for the purpose of verifying and monitoring the Licensee’s compliance with these Intermediary Additional Terms.
3.1 Scores are compiled by GBG using the results of matching Redirection Data and third party data against each Applicant record, therefore not based solely on Redirection Data. Royal Mail gives no assurance, commitment or warranty as to the accuracy or validity of any Score.
4.1 Outputs relating to a particular Applicant Record will only be made available to the Licensee where GBG achieves name and address level match when processing the Applicant Record against Redirection Data
4.2 The Licensee may only use Outputs for a one-off Applicant validation on behalf of the End User and only in accordance with the Permitted Purpose. All Outputs must be deleted from the Licensee’s systems within seven days of reporting to the End User regarding validation
4.3 The Licensee must not modify or alter any Outputs or manipulate such Outputs other than to develop a risk based score in relation to the relevant Applicant. This score must include third party analysis as we as Output analysis before it is provided to End User or before a decision is made in relation to the Applicant. Royal Mail gives not assurance, commitment or warranty as to the accuracy or validity of any such score.
5.1 The Licensee agrees that Royal Mail will not be liable for any loss or damage (whether direct or indirect) however arising from the use by the Licensee of any Scores or Outputs, with the exception of death or personal injury caused by Royal Mail’s negligence.
5.2 The Licensee acknowledges that Royal Mail will not be liable to the Licensee in respect of its use of the Product.
5.3 The Licensee acknowledges that Royal Mail will not be obliged in any circumstances to provide Redirection Data or related services directly to the Licensee.
6. PROPERTY RIGHTS IN REDIRECTION DATA
6.1 The Intellectual Property Rights in any Outputs supplied to the Licensee as part its use of the Product shall remain at all times the property of Royal Mail.
6.2 The Licensee will not do or permit the doing of anything within its control which will prejudice in any way whatsoever the name of Royal Mail or the rights of Royal Mail in the Outputs and will give immediate notice to Royal Mail upon the Licensee becoming aware of anything which may prejudice the name of Royal Mail or the rights of Royal Mail in the Outputs
6.3 The Licensee undertakes to Royal Mail that it will give immediate notice to GBG upon its becoming aware of any unauthorised use of the Scores, Outputs or any other of the Intellectual Property Rights of Royal Mail.
6.4 Royal Mail may bring any action for any such unauthorised use on behalf of itself and at its cost and the Licensee shall co-operate fully in any such action. The Licensee is not granted any separate right of action relating to Royal Mail’s Intellectual Property Rights in respect of any such unauthorised use and disclaims any such separate right that it may have insofar as such a disclaimer is permitted by Law.
7. DATA PROTECTION
7.1 The Parties’ attention is drawn to the Applicable Data Protection Laws. The Parties’ acknowledge and agree that it is the factual arrangement between them which dictates the role and status of each party under Applicable Data Protection Laws in respect of processing any personal data under the Licensee Contract.
7.2 The Licensee acknowledges and agrees that Royal Mail is the data controller in respect of any personal data contained in the Outputs.
7.3 The Licensee acknowledges that these Intermediary Additional Terms are structured in order to comply with the Applicable Data Protection Laws. The Licensee undertakes that it will not do or omit to do any act which would place it or Royal Mail in breach of the Applicable Data Protection Laws .
7.4 Each party undertakes to the other that it will duly observe all its obligations under the Applicable Data Protection Laws which arise in connection with these Intermediary Additional Terms.
7.5 The Licensee must not disclose, pass or sell all or part of the Outputs and Scores outside the EEA and UK without the prior written consent of Royal Mail.
7.6 GBG provides this Dataset in its capacity as an independent controller
7.7 GBG does not transfer Licensee Data to the Supplier to provide this Dataset.
8. INFORMATION SECURTY
8.1 The Licensee in relation to the security of Outputs and Scores whilst in the Licensee’s possession shall:
(a) Agree to comply with Royal Mail’s information security policy and any other information security requirements, policies or procedures notified to the Licensee;
(b) Protect all Outputs and Scores from unauthorised access, damage, disclosure, loss and interference, whether intentional or accidental.
(c) Ensure that all Outputs and Scores stored in paper form or in electronic storage devices, once no longer needed, are shredded or disposed of in a secure manner; and
(d) Notify GBG of any authorised or unlawful disclosure or use of the Outputs and Scores of which the Licensee becomes aware.
9.1 GBG may terminate the supply of this Dataset within its Licensee Contract with immediate effect if the Licensee brings Royal Mail into disrepute or fails to comply with these Intermediary Additional Terms.
9.2 If the Licensee Contract expires or is terminated for any reason, GBG will cease providing this Dataset to the Licensee.
9.3 The Licensee acknowledges and agrees that these Intermediary Additional Terms are given for the benefit of Royal Mail and that Royal Mail may enforce the benefits conferred on it under these Intermediary Additional Terms as if it were a party to the Licensee Contract, in accordance with the Contracts (Rights of Third Parties) Act 1999. The Licensee further acknowledges and agrees that Royal Mail shall bring any action for any unauthorised use of its Intellectual Property Rights on its own behalf.
9.4 Except as set out at clause 9.3 above, a person who is not a party to the Licensee Contract may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
9.5 These Intermediary Additional Terms may not be varied by the Licensee or GBG without prior written consent of Royal Mail.
9.6 These Intermediary Additional Terms are governed by English Law.