This Services Schedule (the “Schedule”) is entered into pursuant to and forms part of the Master Partner Agreement (the “Agreement”) between GBG and the Partner. Capitalised terms used in this Schedule shall have the meanings given to them in the Master Partner Agreement – Core Terms unless otherwise defined herein. This Schedule sets out the specific terms, scope, and conditions applicable to the Services described below.
1.1 In this Schedule the following definitions shall apply, in addition to those contained within the Core Terms:
“Additional Terms” means the special terms and conditions relating to particular Datasets and/or aspects of the Services as updated from time to time which are available at https://gbgplc.com/en/legal-and-regulatory/legal-additional-terms/id3global.
“Customer Audit Trail/End User Audit Trail” means an electronic record of the Transaction carried out using the Service, including any Results generated.
“End User Registration Form” means the registration form to be completed by the Partner that sets out the necessary details to on-board End Users with the Services as updated from time to time which is available via this link: https://www.gbgplc.com/end-user-registration-form-no-signature
“ID3global Permitted Purposes” means the End User’s use of the Service for identity verification and fraud purposes and subject to any restrictions and/or conditions for the use of applicable Sources outlined in the Additional Terms.
“Initial Price” means the Charges for the use of the Datasets during the Initial Term of this Agreement, as set out in the Order Form. Where the Initial Price listed in the Order Form is lower than the Standard Price listed, the Initial Price will be considered to be Preferential Pricing;
“Service” means the ID3global service which comprises of the Datasets selected on the Order Form any Batches processed pursuant to a Batch Request (if applicable) together with the Standard Support Services and Professional Services as described on the Service Page and any other ancillary services provided by GBG to the Partner pursuant to this Agreement;
“Service Page” means the dedicated webpage that includes relevant information about the Service, including details regarding Standard Support Services and Professional Services available at: https://www.gbgplc.com/en/legal-and-regulatory/products-v6/id3global
Any reference to “Customer” in documents made available on the Service Page shall, for the purposes of this Service Schedule, be construed as a reference to the Partner.
“Standard Price” means GBG’s standard Charges for the use of Datasets provided as part of the Service after expiry of the Initial Term as set out in the Order Form and updated by GBG from time to time.
2.1 The Order Form incorporating this Schedule shall become effective on the Contract Start Date and will continue for the Initial Term and thereafter unless terminated earlier in accordance with clause 20 of the Core Terms.
2.2 GBG will provide the Standard Support Services outlined in accordance with the terms on the Service Page.
2.3 Where selected on the Order Form, GBG will provide the Professional Services in accordance with the terms on the Service Page.
2.4 The Partner shall be subject to the relevant Partner Additional Terms in accordance with the terms available at: https://www.gbgplc.com/legal-and-regulatory/additional-terms-v5/id3global-intermediary/.
3.1 Under this Service Schedule, GBG appoints the Partner to act as an Intermediary and to be its non-exclusive Partner for the promotion, sale, provision and general support of the Service when bundled and/or integrated with the Partner products to Prospects and End User.
3.2 The Partner is not permitted to promote, sell and support the Services through a third party.
3.3 The Partner shall contractually require that each End User enter End User Terms incorporating the Minimum Terms set out in Appendix 1 to this Services Schedule.
3.4 The Partner shall also complete and submit to GBG a GBG End User Registration Form for each End User prior to activation of the Services.
3.5 GBG shall use the information provided to create an associated End User account on its systems, as required by GBG’s data Suppliers and internal compliance processes.
3.6 The Partner will comply with Clause 4 regarding End Users.
4.1 The Partner acknowledges that, due to the nature of the Services and GBG’s obligations under certain Supplier licence terms, GBG is required to conduct due diligence on End Users who access or benefit from certain Datasets, as identified by the Additional Terms.
4.2 Where required by the applicable Datasets selected by the Partner or an End User, the Partner shall provide reasonable assistance and procure such assistance from the relevant End User, as GBG may reasonably require to complete any due diligence or onboarding checks required by GBG, its Suppliers or Applicable Laws.
4.3 The Partner shall ensure that the End Users only use the Services for the ID3global Permitted Purposes.
4.4 The Partner will: a) submit an End User Registration Form for each Prospect in line with GBG’s guidance; and b) take commercially reasonable steps to ensure the information provided is complete and accurate.
4.5 Before entering a binding commitment with an End User, the Partner will: a) provide the End User with its own End User Terms that align with the Minimum Terms; and b) confirm those terms clearly identify the GBG Datasets taken by referencing the relevant GBG Dataset ID number to comply with the Additional Terms. The Partner shall ensure that the Additional Terms are incorporated into its End User terms exactly as provided.
4.6 GBG may refuse consent to sell or license the Software and/or Services to a Prospect if it reasonably believes that: a) the End User Registration Form is incomplete or inaccurate, b) the End User is in a Restricted Territory, c) the End User fails GBG or Supplier due diligence, d) the sale or licence breach applicable laws, licences, e) the sale or licence breaches GBG’s Supplier contracts; or f) the sale or licence harms GBG’s reputation.
4.7 The Partner acknowledges that GBG may, where reasonable, require the Partner to: a) immediately suspend an End User’s access without notice if the End User materially breaches the Minimum Terms; and b) deactivate any End User account on a pay-as-you-go basis that has been inactive for 12 months or more, and notify the Partner promptly in writing of such action. In these cases, GBG will inform the Partner in writing and provide sufficient details to enable the Partner to carry out the suspension, termination, or deactivation on GBG’s behalf.
4.8 The Partner acknowledges that GBG may need to update the Minimum Terms, including Additional Terms for certain Datasets, to comply with Applicable Laws or Data Supplier requirements. GBG will notify the Partner in writing and require it to update its End User agreements accordingly, including making any necessary amendments to existing agreements.
4.9 The Partner shall indemnify GBG against all liabilities, costs, expenses, damages, and losses arising from any third-party claim resulting from an End User’s breach or non-compliance with the Minimum Terms.
4.10 Notwithstanding clauses 14.1, 14.2 and 14.3 of the Core Terms: (a) the Partner’s liability per each End User in respect of clause 4.9 of this Service Schedule (Indemnity) shall be limited in aggregate to a sum equal to £1,000,000 GBP (or equivalent in local currency); (b) the Partner’s liability in respect of clause 4.4 and 4.5 of this of this Service Schedule shall be limited to the greater of either twice the Charges payable under this Agreement in the 12-month period preceding the breach, or £20,000 (or equivalent local currency).
5.1 If the Partner has received Preferential Pricing or if the Standard Pricing or payment terms that applied on the Contract Start Date have changed during the Initial Term, then unless otherwise expressly agreed in writing between the Parties, GBG’s Standard Pricing and payment terms will prevail in respect of the Partner’s continued use of the Service after the Initial Term
5.2 After the expiry of the Initial Term GBG shall be entitled to increase the Charges by providing at least 30 days’ notice of the change.
5.3 Subject to any price increase provision as set out in the Core Terms or this Service Schedule, on renewal, all Charges shall renew automatically in line with the Partner’s existing Order (including any applicable Licence Fee and Prepayments). GBG shall invoice the Partner for the Charges applicable to that Renewal Term.
6.1 Where the Partner Additional Terms specify a Dataset as a processor Dataset, and GBG processes End User Data or Supplier Data to provide it: a) the End User is the controller of its End User Data provided through the Services, b) the End User is the controller of the Results it receives; and c) the Partner is appointed by the End User as its authorised processor of the End User Data and Results, and the End User authorises GBG as the Partner’s processor in accordance with the processor terms in the DPA.
6.2 Customer Audit Trail/End User Audit Trail: The Partner acknowledges that: a) it must ask the End User to specify its required data retention period and configure the Customer Audit Trail accordingly; b) the data retention period may vary in accordance with the End User’s instructions, but if the End User does not specify a retention period, the Customer Audit Trail will default to a retention period of up to a maximum of 10 years; c) the Partner must not change an End User’s data retention period unless instructed by that End User and must retain evidence of the instruction, which GBG may request; and d) on expiry of the applicable data retention period, the relevant data will be deleted irreversibly and GBG may be unable to provide support or respond to enquiries requiring access to that data.
Partner will require each of its End Users to agree to End User Terms for the Service which will reflect in substance the Minimum Terms. The End User acknowledges that GBG is not a party to their agreement with the Partner and consequentially it shall not be entitled to bring any claims against GBG directly:
1. Proprietary Rights. Partner’s End Users’ use of the Services does not transfer any right, title, or interest to any Services to the End User, except as explicitly provided in the commercial agreement between End User and Partner (the “End User Agreement”). The Partner’s End Users acknowledge that all Intellectual Property Rights in and to any Insights created by GBG continue to belong to GBG.
2. Additional Terms. The Partner’s End Users will comply with the Additional Terms available at: https://gbgplc.com/en/legal-and-regulatory/legal-additional-terms/id3global, as applicable to the Datasets such End User procures. Partner may be required from time to time to make updates to the End User Agreement, in particular the Additional Terms that apply to certain Datasets.
3. Changes to the Services:
3.1 End Users will comply with reasonable instructions from the Partner which are necessary to maintain the Services provided by GBG; and
3.2 The Partner or GBG may suspend End User’s access to the Services for mandatory operational reasons such as repair, maintenance or improvement or because of an emergency, however the Partner shall ensure that the Services are restored as soon as possible following suspension.
4. End User Obligations. The End User agrees:
4.1 To use the Services in accordance with the ID3global Permitted Purposes.
4.2 That none of the activities for which it shall use the Services will constitute, involve or facilitate, either directly or indirectly, the commission of any unlawful or illegal act or infringement of the rights of any person; and
4.3 To comply with all Applicable Laws which apply to the End User in connection with its use of the Services;
4.4 To be responsible for the provision of the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Services, if any;
4.5 to be responsible for the configuration and management of its access to the Software and/or Service including the configuration of its network, firewall, DNS, routers and personal computers; and
4.6 To only access and integrate with the Services as permitted by Partner and shall not attempt at any time to circumvent system security or access the source software or compiled code for any other purpose.
4.7 To not to resell (or attempt to resell) or sub-licence (or attempt to sub-licence), transfer (or purport to transfer) the Services (or any part of facility of it, including the Results) to any third party.
4.8 To be responsible for the completeness of all End User Data provided as part of its use of the Service in accordance with Applicable Data Protection Laws;
4.9 To retain back-up copies of all End User Data in accordance with Applicable Data Protection Laws.
5. Suspension
5.1 The Partner or GBG may suspend the End User’s access to the Services immediately and without providing notice in the event in the event that Partner or GBG, acting reasonably, demonstrates that the End User has committed a material breach of the Minimum Terms, including the Additional Terms.
6. Security. End User agrees to:
6.1 Take all necessary steps to ensure that User IDs are kept confidential, secure, are used properly by Authorised Users and are not disclosed to any unauthorised parties whether intentionally or otherwise; and
6.2 Inform the Partner if there is any reason to believe that a User ID or Password has or is likely to become known to an unauthorised user or is being or is likely to be used in an unauthorised way and where the End User is able to do so, take such action as required to prevent or cease such unauthorised use.
7. Confidentiality
7.1 End User will maintain the confidentiality of any confidential information of Partner or its relevant third parties (such as GBG and its Suppliers) that End User obtains in connection with this Schedule.
8. Audits.
8.1 If required to comply with applicable law or regulation, Partner is entitled to appoint a mutually-agreed third-party auditor (not to be unreasonably withheld or delayed) to conduct an audit of End User’s compliance with the Minimum Terms, subject to:
8.1.1 the Auditing Party and its third-party auditor’s agreement to reasonable and appropriate confidentiality undertakings;
8.1.2 the third party auditor conducting audits during End User’s normal business hours and in a manner that does not materially disrupt, delay or interfere with the End User’s business.
8.2 Audits shall not be carried out on more than one occasion per year unless GBG can reasonably demonstrate that the End User is in material breach of the Minimum Terms.
8.3 If any audit undertaken in accordance with this clause identifies a material breach of the Minimum Terms by the End User, then the End User shall take the necessary steps to comply with its obligations.
9. Customer Audit Trail/ End User Audit Trail
9.1 GBG will retain information recorded in the End User Audit Trail for a maximum period of 10 years, subject to GBG’s DPA. The data retention period may be varied in accordance with instructions provided by the End User to the Partner, which the Partner will submit to GBG on the End User’s behalf. The End User acknowledges that deletion may affect the ability of GBG and the Partner to provide support or respond to enquiries relating to the deleted information.
