These GBG Terms together with the Service Schedules and Order Form constitute the Agreement and are by and between the Customer and the GBG Entity identified on the Order Form. GBG and the Customer are collectively the “Parties”.
1.1 In this Agreement the following definitions shall apply:
“Additional Terms” means the supplementary terms applicable to each Service, as referenced in the relevant Services Schedule;
“Agreement” means collectively the Special Conditions (if applicable) these terms (including any schedules and/or annexes), the Services Schedules, the Additional Terms, the DPA, and the Order Form. The Special Conditions (if applicable) and Additional Terms shall take precedence in the event of a conflict;
“AI Agent” means an automated system software agent, machine learning model or system, or artificial intelligence application that accesses or uses the Software or Services on behalf of, or as directed, or controlled by the Customer, whether autonomously or semi‑autonomously;
“API” means an application programming interface made available by GBG that enables the Customer’s software applications to communicate with the Service’s SaaS cloud infrastructure and may include related Documentation, specifications and access credentials provided by GBG;
“Applicable Data Protection Law(s)” means all applicable legislation, instructions, guidelines, relevant licenses and any other codes of practice issued by competent regulatory authorities as defined in the DPA;
“Authorized User” means an individual that is entitled to use the Service in accordance with the Agreement;
“Batch” means the processing and enhancement of an Input File (as defined in the Batch Schedule) against Supplier Data, on a one-off or on an ongoing basis during the Batch Term;
“Batch Request” means the Customer’s request for a Batch indicated by the System Administrator permitting GBG access to the Service as an Authorized User by providing all necessary credentials (usernames and passwords);
“Batch Schedule” means the additional conditions that apply to a Batch Request, set out on the relevant Service Page;
“Batch Term” means the duration relevant to the Batch as set out in clause 12;
“Business Day” means Monday thru Friday excluding federal holidays, unless the country in which GBG Entity that provides the Services is based is different, in which case it shall be an official working day in the country of that GBG Entity (as shall be specified on the Order Form);
“Charges” means the fees as set out in the Order Form or any amendment to the Order Form subject to any price variation provisions set out in the Agreement;
“Confidential Information” means any information or materials relating to the business or property of the disclosing Party which is not publicly available including, but not limited to, (i) data or information regarding the business, affairs, customers, suppliers, plans, forecasts, pricing, strategies, operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing Party; (ii) any information, findings, data or analysis derived from Confidential Information (including the Results where specified in the Additional Terms); (iii) the existence and terms of this Agreement; and (iv) any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing Party;
“Contract Start Date” means the date stated on the applicable Order Form;
“Current Version” means the latest Version or Versions of the Service;
“Customer” means the organization, firm, company or public authority named on the Order Form;
“Customer Billing Entity” means the Customer Group Company responsible for paying the Charges as stated on the Order Form. Where no alternative Customer Billing Entity is named, the Customer shall assume this role;
“Customer Data” means any data provided to GBG by the Customer for processing under this Agreement;
“Datasets” and/or “Sources” means an individual data service included or delivered as part of the Service selected by the Customer and referenced on the Order Form. Where applicable, this may incorporate (or utilize information derived from) Supplier Data or Supplier Technology;
“Discontinued Version” means a Version or Versions of the Service that will be retired as part of GBG’s ongoing product lifecycle management program;
“Documentation” means GBG’s user manuals, handbooks or guides relating to the Services, API or GBG Technology;
“DPA” means the data processing agreement (including its schedules) available at: https://www.gbgplc.com/en/legal-and-regulatory/data-processing-agreement/; that sets out the privacy provisions that shall apply to this Agreement;
“Event of Force Majeure” means any act, event, omission or accident beyond a Party’s reasonable control, including but not limited to: strikes, lock-outs or other industrial disputes (other than those caused by acts and/or omissions of the affected Party); failure of a utility service, or transport network or information technology or telecommunications service; act of God (including without limitation fire, flood, earthquake, storm or other natural disaster); war, threat of war, riot, civil commotion or terrorist attack; malicious damage; epidemic; pandemic; compliance with any change of law or governmental order, rule, regulation or direction; and/or default or the insolvency of suppliers or sub-contractors;
“Evaluation” means the use of the Service for the purpose of evaluating its performance;
“Evaluation Limit” means the total value or number of Transactions that may be carried out without Charge during an Evaluation Term as specified on the Order Form;
“Evaluation Term” means the duration of an Evaluation as defined in clauses 2.1 and 2.2;
“Facilitation of Tax Evasion” means (a) being knowingly concerned in, or taking steps with a view to cause Tax Evasion by another person; (b) aiding, abetting, counselling or procuring Tax Evasion by another person; and/or (c) any other actions which would be regarded as facilitation of Tax Evasion under applicable national, federal and/or state laws;
“FCRA” means the US Fair Consumer Reporting Act, 15 U.S.C §1681 et seq;
“GBG Billing Entity” means the GBG Group Company who will invoice the Customer as stated on the Order Form;
“GBG Entity” or “GBG” means the GBG Group Company named on the Order Form providing the Service;
“Group Company” means in relation to a Party any entity that directly or indirectly controls a Party, is controlled by or is under common control with, that Party;
“Initial Term” means the initial contractual period specified on the Order Form;
“Insights” means data that is created by GBG as part of the provision of the Service, from the collection, storage and analysis of any data relating to the Customer’s use of the Service;
“Intellectual Property Rights” or “IPR” means (i) patents, rights to inventions, rights in designs, trademarks and trade names, copyright and related rights, rights in goodwill, database rights and know-how, whether registered or not; (ii) all other intellectual property rights or forms of protection and similar or equivalent rights anywhere in the world (whether registered or not) which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals to any such rights;
“License” means the scope of the license granted to the Customer for the use of the Software and/or Service as specified in the Order Form and this Agreement;
“License Fee” means, where applicable, the annual license charges for each contractual year of the Term for the use of the Service as outlined in the Order Form;
“Licensed Materials” means the Service, any Results, Supplier Data, software, data, APIs, LC/NC Tools (as defined in the relevant Service Schedule), SDKs, Documentation, or other proprietary materials provided by GBG to the Customer;
“Minimum Commitment” means the committed amount payable by the Customer for the Services for each period as set out in the Order Form;
“Order” means a binding commitment by a Customer Entity to purchase Software and/or Services from a GBG Entity as detailed in an Order Form;
“Order Form” means the document (including any schedules, annexes and appendices) setting out details of the Services and/or Software purchased by the Customer (including any amendment);
“Prepayment” means an advance payment (either annually or as installments) of the Charges to be made by the Customer as indicated on the Order Form;
“Professional Services” means the professional services indicated on the Order Form (if any) and provided by GBG (and/or a third party appointed by GBG) in accordance with the terms set out on the Service Page (as updated from time to time);
“Renewal Term” means, if applicable to the Software and/or Services as specified in the relevant Schedule, either (a) each period of 12 months commencing on the expiry of the Initial Term and each anniversary thereafter or (b) where outlined in the Service Schedule, the continuation of an Agreement on a rolling basis after the expiry of the Initial Term;
“Results” means all information provided to a Customer by GBG including the results of any inquiry or search, reports, or management information relating to the Customer’s use of the Service. This may, where relevant, include Supplier Data;
“Sales Tax” means any tax levied at the point of sale, collected and passed on to the relevant government agency by the GBG Billing Entity;
“SDK” means a software development kit provided by GBG consisting of tools, libraries, Documentation, code samples and other resources that enable the Customer to develop, integrate or interact with GBG’s systems, products or services as permitted under the Agreement;
“Service“ means the GBG Service, including any and all Datasets, as referred to on the Order Form;
“Service Schedule(s)” means the specific terms and conditions relating to the Software and/or Service referenced in the Order Form;
“Service Page” means the dedicated webpage that includes relevant information about the Service, available via the relevant Services Schedule;
“Software” means the GBG product or solution, including any and all Datasets, as referred to on the Order Form;
“Special Conditions” means any variation to the Agreement agreed between the Parties, set out in writing and signed by authorized signatories of each party;
“Standard Support Services” means the standard support services provided in accordance with the terms found on the relevant Service Page (as updated from time to time);
“Supported Version” means the Current Version and previous Version(s) of the Service that continue to be supported by GBG;
“Supplier” means a third-party supplier that provides Supplier Data or Supplier Technology to GBG for use within GBG’s Services;
“Supplier Data” means any data provided to GBG and/or the Customer by the Supplier or used within the Service;
“Supplier Technology” means any technology or solution provided to GBG and/or the Customer by a Supplier and/or used within the Service;
“System Administrator” means the Authorized User designated as the first point of contact for all Authorized Users of the Service or their replacement(s) as notified to GBG by the Customer who will be familiar with the use of the Service;
“Tax Evasion” means any fraudulent activity intended to divert funds from the public revenue of any government as well as any statutory tax evasion offence of any territory, where tax includes all taxes, levies and contributions imposed by governments in any territory;
“Term” means the term of the Agreement, which shall include the Initial Term and any Renewal Term or as may otherwise be set out in a Service Schedule (if applicable);
“Transaction(s)” means a single search, click, check or any other means of obtaining Results;
“Unauthorized User” means any individual or any AI Agent that uses, accesses or otherwise benefits from the Software or Service that is not an Authorized User;
“Update” means any improvements, variations, modifications, alterations, additions, error connections, bug-fixes, enhancements, functional changes or other changes to the Service that do not constitute an Upgrade;
“Upgrade” means a new release of a Service that introduces significant changes such as a release of a new Version that introduces new features or enhanced functionality and may require the Customer to migrate to a new Version or alternative GBG service with equivalent purpose but upgraded features;
“User” means both Authorized and Unauthorized Users; and
“Version” means a specific release of a Service, which may be identified by its version number, used to distinguish each release from the previous ones that share the same overall functionality but may include improvements or changes introduced through an Update or Upgrade.
The headings in this Agreement do not affect its interpretation.
1.2 References to clauses and sections are to clauses and sections of this Agreement.
1.3 A reference to a “Party” includes that Party’s personal representatives, successors and permitted assigns.
1.4 A reference to a “person” includes a natural person, corporate or unincorporated body (in each case having separate legal personality or not) and that person’s personal representatives, successors and permitted assigns.
1.5 Any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding or following those words.
1.6 A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
1.7 Words in the singular include the plural and vice versa.
1.8 A reference to “writing” or “written” shall include electronic mail unless otherwise stated.
2.1 Evaluation Order Form only. Where the Customer evaluates the Service and the Order Form only relates to the Evaluation, the Evaluation Term shall begin on the Contract Start Date and continue for the Evaluation Term specified in that Order Form unless the Evaluation is terminated earlier as a result of the Customer reaching the Trial Limit as detailed below at clause 2.4.
2.2 Evaluation is an element of an Order Form. Where the Customer is seeking to evaluate a Service, or an element of a Service, as part of a wider purchase of Services, the Evaluation Term will be set out within that specific line item on the Order Form.
2.3 Unless the Order Form sets out details of any applicable Charges for the Evaluation, during the Evaluation Term, Transactions up to the Evaluation Limit.
2.4 If the Customer exceeds the Evaluation Limit during the Evaluation Term, the Agreement, or that element of the Agreement, will terminate early unless the Order Form states otherwise. If the Evaluation Limit is not reached, the Agreement, or that element of the Agreement, will automatically expire at the end of the Evaluation Term.
2.5 On expiry or termination of the Agreement or such element of the Agreement, GBG will revoke the Customer's access to the Service, unless the Customer purchases a full license for continued use. Any subsequent Order Form shall replace the prior Agreement for that element of the Service.
2.6 For the avoidance of doubt clauses 6.3-6.6 and 6.9 shall not apply during an Evaluation unless any additional Charges are set out in the Order Form.
3.1 Where the Customer is part of a corporate group, on signing the Agreement it grants any Group Company the right to purchase services under the same set of GBG Terms and Service Schedule, subject to such Group Company executing its own Order. Each Order constitutes a separate and independent Agreement for the provision of the Software and/or Services.
3.2 GBG will use reasonable endeavours to deliver the Services in line with any agreed timetable. However, all dates given by GBG are estimates only and delivery will be dependent on the Customer’s timely cooperation and other factors outside of GBG’s reasonable control.
3.3 The Customer acknowledges and accepts that Suppliers may require GBG to undertake Customer due diligence and/or seek their approval before providing access to that element of the Service. The Customer agrees to provide all necessary support in completing such due diligence.
3.4 For any Batch Request, the Batch Schedule also applies.
3.5 GBG may be required to:
(a) change the Service’s technical specification for operational, legal, regulatory or Supplier reasons. Where a change is made for operational reasons, GBG will ensure that any such change does not materially reduce or detrimentally impact the performance of the Service;
(b) give reasonable instructions to maintain or improve Service quality and GBG is not responsible for any errors arising from the Customer’s non-compliance with such instructions; and
(c) suspend access for operational reasons (including repair, maintenance, improvement or emergency), giving as much on-line, written or oral notice as possible and restoring the Service promptly.
3.6 GBG is not responsible for:
(d) any third-party equipment, software, browser or server failure;
(e) any virus, malicious code or software affecting the Customer’s systems (except where caused directly by GBG); or
(f) any damage to equipment, hardware, programs or data, including repair or recovery costs (except where caused directly by GBG).
3.7 The Customer must promptly notify GBG of any changes to information provided in the Order Form. GBG may require additional information or documentation for due diligence purposes and may cease providing the affected element of the Service for non-compliance.
3.8 If a Supplier agreement with GBG terminates or expires, and no suitable replacement is found, access to that Dataset will stop without liability. GBG will, where possible, give the Customer reasonable notice before the Dataset is terminated.
3.9 The Customer acknowledges that some of the Services under this Agreement may be provided directly by GBG or through one of its Group Companies.
3.10 The Parties warrant that they shall comply with all applicable legislation, instructions and guidelines issued by regulatory authorities, relevant licenses and any other codes of practice which apply to:
(g) the Customer and its use of the Service including those which relate to the provision of Customer Data; and
(h) GBG and its provision of the Service including those which relate to the provision of Results or, only to the extent relevant, receipt of Customer Data.
4.1The Customer shall comply with the terms of the Agreement and shall only use the Service as permitted under such terms. Accordingly, the Customer agrees that:
(a) the Services are not provided by a “consumer reporting agency” nor do the Services (nor any Results) constitute “consumer reports” as defined in the FCRA;
(b) the Services and Results may not be used as a factor in determining eligibility for credit, insurance, employment or any other purpose for which a consumer report may be used under the FCRA (or any other similar consumer credit law in the United States of America); and
(c) the Customer shall not, without GBG's prior written consent, deploy or use the Services as, or as part of, an AI system that is high-risk within the meaning of Article 6 of Regulation (EU) 2024/1689 (the “EU AI Act”), nor modify, adapt or re-brand the Services in any way that would cause the Services to become a high-risk AI system.
4.2 Use of the Service is subject to the limitation of the License as set out in the Order Form and clause 4.3.
4.3 Subject to any terms set out in a Service Schedule, the Service is provided solely for the Customer’s own business use. The Customer must not resell (or attempt to resell) or sub-license (or attempt to sub-license) or transfer (or purport to transfer) the Service (or any part or facility of it, including the Results) to any third-party.
4.4 The Customer shall not attempt to circumvent system security or access the source software or compiled code.
4.5 The Customer is responsible for ensuring all Customer Data provided is complete and compliant in accordance with Applicable Data Protection Laws and for retaining back-up copies of all such Customer Data.
4.6 The Customer is responsible for all acts and omissions of Users and is liable for any User’s failure to comply with this Agreement including the Additional Terms, the Standard Support Services schedule and any instructions issued under clause 3.5(b).
4.7 Restrictions for Compliance with US laws. The Customer shall not at any time, directly or indirectly permit any Authorized Users to export or re-export the Service or any underlying information or technology:
(a) into (or to a national resident of) any country to which the U.S. embargo restricts the export of goods or services including without limitation Cuba, Iran, Lebanon, North Korea, Syria, Sudan, Venezuela, the Crimea region of Ukraine and any other country subsequently designated thereafter by U.S. law; and
(b) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s table of denial orders.
4.8 The Customer acknowledges and accepts that GBG may de-activate or delete individual User accounts where the individual User account has not been accessed for a period of thirteen months or longer.
4.9 The Customer shall be responsible for:
(a) ensuring that it has a minimum of one System Administrator;
(b) informing GBG of any changes to the System Administrator’s contact details without undue delay;
(c) providing the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Service;
(d) the configuration and management of access to the Service including configuration of the Customer’s network, configuration of the Service and Datasets/Journey, firewall, DNS, routers and personal computers; and
(e) notifying GBG of any third-party service providers with which it integrates the Services (other than internal systems) and remains fully responsible for their acts, omissions and compliance with this Agreement.
5.1 The Customer is responsible for the security and proper use of all User identities (“User IDs”) and passwords used to access the Service (including maintaining and enforcing a robust password policy) and compliance with this Agreement’s security requirements.
5.2 The Customer shall take all necessary steps to ensure that User IDs are kept confidential, secure, are used properly by Authorized Users and are not disclosed to any unauthorized parties whether intentionally or otherwise.
5.3 The Customer must immediately notify GBG if a User ID or password is, or may be, known to an Unauthorized User or is, or may be used improperly.
5.4 To protect the Services, GBG may:
(i) update User ID and security processes from time to time; and
(ii) suspend access to the Services if GBG reasonably believes there is, or may be, a security breach, misuse of or unauthorized access to the Services and may require the Customer to change any passwords.
6.1 The Charges for the Services are set out in an Order Form unless otherwise stated in this Agreement.
6.2 The Customer shall pay all invoices within thirty days from the date of invoice (unless any other term of the Agreement states otherwise) and without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. The Customer acknowledges that timely payment is essential due to GBG’s obligations to its Suppliers.
6.3 Charges will be invoiced to and payable by the Customer Billing Entity in the currency agreed on the Order Form. Where applicable, Sales Tax will be added to the Charges. Where the Customer Billing Entity fails to pay any Charges due, GBG reserves the right to pursue the Customer directly.
6.4 If the Parties agree in the Order Form that Charges will be invoiced and paid in a currency other than the GBG Billing Entity’s local currency, the Charges will be calculated using the mid-market XE exchange rate (www.xe.com) on the Contract Start Date. If the exchange rate shifts plus or minus 10% then either Party (acting reasonably) may request to renegotiate the Charges to reflect the prevailing rate.
6.5 Subject to clause 6.6, the Charges set out in the Order Form shall apply during the Term unless otherwise stated in the Agreement including in any Service Schedule.
6.6 If GBG receives notice of a Supplier price increase that makes providing that element of the Service commercially unviable and there is no suitable alternative, then, GBG may, on written notice, increase the Charges accordingly.
6.7 Where the Customer has agreed to a Minimum Commitment, GBG will track Charges incurred during each relevant period as outlined on the Order Form. If the Charges paid or payable are less than the Minimum Commitment, the Customer must pay the shortfall within 14 days of GBG’s invoice.
6.8 Where the Customer commits to a Prepayment, payment is to be made on or before any specified date or otherwise in line with clause 6.2, and unless stated otherwise on the Order Form, Charges for Transactions will be deducted monthly (regardless of payment frequency) until exhausted. After which Charges will be invoiced monthly in arrears. Prepayments must be used within the 12-month period to which they apply and cannot be carried forward.
6.9 The Customer shall be liable to pay GBG interest on any overdue Charges at the relevant statutory annual rate in the jurisdiction in which the GBG Billing Entity is based (or 10% annually where no statutory rate applies).
6.10 GBG reserves the right to mandate that the Customer pays such Charges by way of automatic payment methods on thirty days’ written notice. The Customer shall complete the necessary bank instructions before the Contract Start Date, or as may be requested at a later date, and such payments shall be collected on the agreed date.
6.11 GBG reserves the right to invoice the Customer for all Charges associated with the use of the Service, including where:
(a) the Customer exceeds the Licensed usage stated in the Order Form; and/or
(b) an Unauthorized User accesses the Service due to the Customer’s failure to implement appropriate security precautions.
7.1 All IPR in the Licensed Materials and any Insights shall remain vested in GBG or, where applicable, its Suppliers. Nothing in the Agreement shall operate to transfer any such rights to the Customer.
7.2 Subject to the terms of the Agreement, GBG grants to the Customer:
(a) a non-exclusive, non-transferable revokable license for its Authorized Users to use, access and benefit from the Licensed Materials during the Term in accordance with the terms of the License; and
(b) unless otherwise stated in a Service Schedule, a perpetual license to use the Results of each Transaction, provided such use complies with all Applicable Data Protection Laws and the Additional Terms.
7.3 The rights granted to the Customer under this clause 7 are also subject to any additional IPR provisions set out in any applicable Service Schedule.
7.4 If the Customer or any Customer Group Company provides feedback and/or makes suggestions around improvements to the Service (“Feedback”), GBG and its Group Companies may reproduce and use the Feedback without charge or limitation. The Customer assigns to GBG and its Group Companies all right, title and interest in the Feedback for any purpose, although GBG is not obliged to use it. The Customer will not knowingly provide to GBG any Feedback that is subject to third party IPR.
7.5 GBG acknowledges that all IPR in the Customer Data belong and shall continue to belong to the Customer. The Customer grants to GBG a non-transferable, non-exclusive, royalty free license to use, disclose and copy the Customer Data to enable GBG to provide the Service and fulfil its obligations.
7.6 If any third-party makes or threatens to make a claim that the use of the Services and/or Results or part thereof infringes any third-party's IPR GBG shall be entitled to do one or more of the following:
(a) suspend any part of the delivery of the Service or Results that is subject to the infringement claim made by the third-party;
(b) modify the Service or Results, to avoid any alleged infringement, provided that the modification does not materially degrade performance of the Service;
(c) if the remedies at 7.6(a) and (b) are not reasonably possible or commercially viable, terminate the Agreement (in whole or in part) on written notice and, subject to clause 8.2, refund any unused Prepayment which will not be credited against Charges due for the use of the relevant element of the Service.
7.7 Except as expressly permitted by the Agreement or by law, the Customer warrants that it will not:
(a) use or exploit the IPR in the Licensed Materials or permit others to use or exploit the IPR in the same outside of the terms of the License;
(b) use, copy, modify, exploit, adapt, or create derivative works from the Licensed Materials;
(c) decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Services and Licensed Material;
(d) attempt to circumvent or interfere with any security features of the Services;
(e) not remove, disable, obscure or interfere with any artificial intelligence disclosure, labelling or content-marking that GBG includes in the Services; and/or
(f) assign, sub-license, lease, resell, or distribute, or otherwise enable others to use, exploit or benefit from the IPR in the Licensed Materials and Licensed Material.
7.8 The Customer further warrants that:
(a) GBG’s compliance with any designs or specifications provided by the Customer or made on the Customer’s behalf will not infringe the rights of any third party; and
(b) Customer Data used in accordance with the Customer’s instructions, and in accordance with the terms of the Agreement, will not infringe any third party’s IPR.
8.1 GBG will indemnify the Customer against all liabilities, costs, expenses, damages and losses directly arising from a third-party claim that the Customer’s use of the Service, in accordance with this Agreement, infringes that third--party’s IPR (a “Claim”), provided that the Customer:
(a) notifies GBG in writing promptly and in any event within five (5) Business Days on becoming aware of any Claim;
(b) makes no admission, compromise or other action that may prejudice GBG’s defense of such Claim;
(c) permits GBG to conduct all negotiations and proceedings relating to the Claim;
(d) provides GBG with all reasonable assistance (GBG will pay the Customer’s reasonable expenses for such assistance); and
(e) takes all reasonable steps to mitigate its losses.
8.2 GBG shall not be liable under this clause 8 to provide any refund or for Claims arising as a result of the Customer’s use of the Licensed Materials in breach of the warranty within clause 7.7.
9.1 Each Party undertakes not to disclose the other Party’s Confidential Information to any third-party except:
(a) to its or its Group Companies’ employees, officers, representatives, advisers and third-party suppliers who need to know such information to perform its obligations under the Agreement, provided the disclosing Party ensures that the recipients comply with this clause 9;
(b) where the other party agrees it may be disclosed;
(c) where disclosure is strictly necessary for the proper performance of the Agreement; and/or
(d) as may be required by law, court order or any governmental or regulatory authority,
provided that, in each case of (a), (b) and/or (c), the relevant Party ensures that any recipient of the Confidential Information is bound by obligations no less protective than those contained within this clause 9.
9.2 Each Party warrants that it will protect the other Party’s Confidential Information with the same security measures and degree of care as any reasonable person or business would take in protecting its own Confidential Information.
9.3 Each Party shall only use the other Party’s Confidential Information to perform its obligations under the Agreement.
9.4 Confidential Information shall not include information which:
(a) is or becomes publicly available (other than through a breach of this Agreement);
(b) was lawfully in the possession of the other Party before the disclosure under the Agreement took place;
(c) is obtained from a third-party who is free to disclose it; and/or
(d) the Parties agree in writing is not confidential.
9.5 Notwithstanding the terms of this clause 9, on signing the Order Form, GBG may: (a) issue a press release relating to the Parties’ entry into this Agreement; and/or (b) reference the Customer in its marketing collateral including the use of the Customer’s logo, testimonial and case study.
Both Parties will comply with their respective data protection obligations under the DPA and Services Schedules together with any additional privacy provisions that relate to the use of certain Sources and/or Results set out in the Additional Terms.
11.1 Neither party limits its LIABILITY for any LIABILITY that cannot be excluded or limited by law; for fraud or fraudulent misrepresentation; wilful or deliberate misconduct or gross negligence; and for all charges or monies due.
11.2 Subject to clause 11.1, each party’s aggregate LIABILITY to the other, whether arising in contract, tort (including, without limitation, negligence) misrepresentation or otherwise, shall be limited to the greater of either the charges payable in the 12-month period preceding the breach, or $20,000.
11.3 Neither party shall be LIABLE for loss of profits, loss of business or anticipated savings, loss of or damage to reputation, loss of or damage to goodwill or any special, indirect or consequential loss or damage.
11.4 Due to gbg’s reliance on suppliers and telecommunication services over which gbg has no direct control, gbg cannot warrant:
(a) the accuracy, suitability and/or uninterrupted availability of the service or results; and
(b) that the licensed materials will meet the customer’s business requirements. The customer accepts that the service was not designed or developed to its individual requirements and that it was responsible for its selection.
(c) Customer agrees that except as expressly stated in this agreement, all warranties, conditions and other terms relating to the licensed materials whether express or implied by law, custom or otherwise are, to the fullest extent permitted by law, excluded.
11.5 GBG is not responsible for any decisions that the customer makes based on the information, service, results or data provided (including onboarding decisions).
12.1 The Agreement will start on the Contract Start Date and will continue for the Initial Term and, except for Evaluations (as set out in clause 2) or certain Batch Requests (as may be set out in a Service Schedule), shall automatically renew for further Renewal Terms unless terminated earlier in accordance with this Agreement (or as set out in any Service Schedule).
12.2 Either Party may terminate this Agreement:
(a) Except for a one-off Batch Request, by providing at least 90 days’ prior written notice to the other to take effect on the expiry of the Initial Term or any Renewal Term; or
(b) on immediate notice in writing to the other if:
(i) the other Party commits a material or persistent breach capable of remedy, and it fails to cure it within ten Business Days of written notice. A breach shall be capable of remedy if the breaching Party can comply with the provision in all respects other than as to the time of performance;
(ii) the other Party commits a material or persistent breach which cannot be remedied; and/or
(iii) if the other Party’s financial position deteriorates such that, in the terminating Party’s reasonable opinion, it can no longer fulfil its obligations.
(c) in accordance with any other termination rights expressly stated within the Agreement.
12.3 Suspension. GBG may suspend all or part of the Service if the Customer breaches, or GBG reasonably suspects the Customer has committed a material breach of this Agreement. Where practicable, GBG will use commercially reasonable efforts to give notice, allow a reasonable opportunity to remedy and lift the suspension as soon as reasonably possible.
12.4 Effect of Termination. Upon termination (in part or full):
(a) the Customer will: (i) cease using the Service (ii) where applicable, remove any software installed within the Customer’s own environment and (iii) promptly pay any Charges due;
(b) GBG will cease providing the Services; and
(c) The Customer may continue to use the Results subject to any conditions set out in the Service Schedule, Additional Terms and in line with the DPA.
12.5 If GBG terminates the Agreement following a breach by the Customer, the Customer agrees to pay GBG any Charges due (including any Prepayments), for the remaining part of the Initial Term or Renewal Term.
12.6 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination, nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
13.1 Due to the nature of the Services provided, a mutual audit/inspection right is required to verify each Party’s compliance with its material obligations.
13.2 The auditing party shall:
(a) be entitled to conduct an on-site audit or appoint a third-party auditor, subject to agreeing to reasonable confidentiality undertakings.
(b) where requested by a Supplier and as defined in the Additional Terms, be accompanied by Supplier representatives.
(c) conduct audits in a manner that does not materially disrupt, delay or interfere with business.
(d) be entitled to access any relevant records, information, documents or data obtained as reasonably required.
(e) provide reasonable prior notice, except where:
(i) the auditing party reasonably believes the audited party is in breach; and
(ii) notice could prejudice or unreasonably delay the investigation of such breach including in the case of a Data Breach (as defined in the DPA) or security incident.
13.3 Audits may not occur more than once per contract year unless the auditing party reasonably believes the audited party is in material breach.
13.4 If an audit identifies a breach, then without prejudice to any rights and/or remedies the auditing party may have, the audited party shall take the necessary steps to comply with its obligations.
13.5 If such audit reveals that the Customer has exceeded the scope of the License, GBG shall be entitled to recover the full cost of the audit and to seek to amend the Customer’s pricing.
13.6 The provisions of this clause 13 shall survive termination or expiry of the Agreement for a period of 12 months.
14.1 If a dispute arises under this Agreement the Parties shall follow this procedure:
(a) either Party may issue a written notice to include all relevant details and supporting documentation after which the Parties’ authorized representatives will try in good faith to resolve the Dispute;
(b) if not resolved within ten Business Days, the dispute will be escalated within each Party to try and seek in good faith a resolution; and
(c) if still unresolved within thirty Business Days after escalation, the Parties may attempt mediation. If no settlement is reached within twenty-five (25) Business Days of starting mediation, either Party may refer the dispute to the courts in accordance with clause 20.2.
14.2 Notwithstanding clause 14.1, the Parties acknowledge that damages alone may not always be an adequate remedy for a breach by the other Party. Without prejudice to any other rights and remedies it may have, the injured Party shall be entitled to seek specific performance and/or injunctive or other equitable relief at any point where necessary to protect its legitimate business interests.
15.1 Neither Party shall be in breach of this Agreement nor liable for any delay or failure to perform its obligations when caused by an Event of Force Majeure. In such circumstances, the affected Party shall receive a reasonable extension of the time. If the delay or non-performance continues for thirty days, the Party not affected may terminate the Agreement immediately by written notice.
16.1 Notices required to be given under this Agreement must be in writing and may be delivered by email, hand or by courier, or first class post to:
(a) GBG:
(i) at its registered office address and marked for the attention of Head of Legal; or
(ii) by email to legal@gbg.com or other email address as notified from time to time; and
(b) Customer:
(i) at the address on the Order Form or the Customer’s registered office address); or
(ii) where applicable, to the email address specified on the Order Form as updated from time to time.
16.2 Notices are deemed received:
(a) if delivered by hand or by courier 2 Business Days after posting if sent by first class post.
(b) if by email at the time of transmission, or when business hours resume if sent outside 9.00am to 5.00pm on Business Days.
16.3 This clause does not apply to the service of any proceedings or other documents in any legal action.
17.1 Both GBG and the Customer undertake to:
(a) not engage in Tax Evasion or the Facilitation of Tax Evasion in any territory;
(b) implement reasonable procedures to prevent the Facilitation of Tax Evasion by an employee, agent or representative of the relevant Party or other third-party who supplies services to, or on behalf of that Party;
(c) take all necessary steps to comply with all applicable laws relating to anti-bribery, anti-corruption, modern-slavery and human trafficking (the “Compliance Requirements”);
(d) implement, maintain and, where appropriate, enforce its own policies and procedures required to comply with the Compliance Requirements throughout the Term;
(e) not do, or omit to do, anything that would cause the other Party to breach the Compliance Requirements;
(f) promptly provide such information as the other Party may reasonably request to comply with its reporting obligations under the Compliance Requirements; and
(g) promptly notify the other Party of any request or demand for any undue financial or other advantage received in connection with the performance of this Agreement.
17.2 Each Party shall promptly and without undue delay, notify the other upon becoming aware of any breach of this clause 17.
18.1 GBG may make Updates to the Services from time to time. Where an Update is applied automatically, GBG shall notify the Customer, which may be via its Service Status Page at gbgstatus.com (“Service Status Page”). Where an Update requires Customer action, GBG shall either advise on the Service Status Page or provide written notice outlining the steps required, which the Customer shall complete as soon as reasonably possible.
18.2 Following the release of a new Version requiring installation by the Customer, GBG shall support the previous Supported Version(s) for a reasonable period to allow transition to the Current Version.
18.3 The cost of Updates is included in the Charges. Any Professional Services required in connection with an Update may be charged separately
18.4 GBG may release Upgrades from time to time. Unless otherwise agreed in writing, the Customer is not automatically entitled to receive Upgrades, which may be subject to additional Charges and/or new terms and conditions.
18.5 Where GBG withdraws support for a Version, it shall give reasonable prior notice of the withdrawal of support and access, including the applicable withdrawal date, required transition steps, and available support.
18.6 If the Customer (or any Consumer where referred to in a Service Schedule) does not transition to the Current Version within the notified period, GBG may, from the date specified in the notice:
(a) withdraw Standard Support Services for the Discontinued Version;
(b) withdraw access to the Discontinued Version; and/or
(c) terminate this Agreement in whole or in part.
19.1 The Parties acknowledge that GBG may be required to make changes to the Agreement from time to time. In such circumstances:
(a) GBG may amend the Additional Terms to reflect a change to the Dataset/Source or Supplier Data change, a change in Supplier, a change to the licensing terms imposed on GBG by the relevant Supplier and/or a change in regulation, law or guidance. GBG will promptly notify the Customer of any such changes;
(b) GBG may amend the Agreement as required to reflect either: (i) a change in regulation, law or guidance and (ii) to update the schedules within the DPA or to add countries not previously covered by the DPA schedules. Where a change to the Agreement is considered by GBG (acting reasonably) to be material and/or negatively impact the delivery of the Services, GBG will promptly notify the Customer.
19.2 Except as set out in clause 19.1, any changes to this Agreement must be recorded in writing and signed as required.
19.3 The Customer may not assign or transfer (in whole or in part) any of its rights or obligations under the Agreement without GBG’s prior written consent (such consent not to be unreasonably withheld or delayed).
19.4 GBG may assign its rights and obligations to a GBG Group Company or a potential purchaser in a mergers and acquisition transaction without consent.
19.5 Except where expressly stated in the Agreement, no term of the Agreement is intended to confer any benefit on or be enforceable by any third-party whether automatically granted by any applicable legislation or otherwise.
19.6 This Agreement constitutes the entire agreement between the Parties and replaces and supersedes all previous written or oral agreements relating to its subject matter.
19.7 The Parties agree that:
(a) neither Party relied on any representation, warranty or other assurance not expressly set out when entering into this Agreement; and
(b) all rights and remedies relating to such matters are limited to breach of contract, and excluding all others, except in the case of fraud.
19.8 If any provision (or part thereof) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, it shall be deemed removed to the extent required, without affecting the validity and enforceability of the remainder of this Agreement.
19.9 The Agreement may be executed in multiple counterparts, each constituting an original together forming one Agreement. No counterpart is effective until each Party has executed such counterpart.
19.10 A Party’s failure or delay to exercise any right or remedy does not constitute a waiver or prevent the further exercise of that or any other right or remedy. A single or partial exercise does not limit any further exercise.
19.11 Unless stated otherwise, the rights and remedies in this Agreement are additional to, and not exclusive of, any other rights or remedies available by law.
20.1 The Parties warrant that they each have the authority and capacity to enter into this Agreement.
20.2 This Agreement, including any dispute or claim (contractual or non-contractual) shall be governed by the laws and jurisdiction of the state of Delaware (“Governing Law and Jurisdiction”), except where the DPA requires certain provisions to be subject to local governing laws (“Local Governing Law and Jurisdiction”).
20.3 Both Parties submit to the exclusive jurisdiction of the courts of the relevant Governing Law and Jurisdiction, with the exception that either Party may elect to bring:
(a) proceedings in the courts of any Local Governing Law and Jurisdiction where required to by the DPA; and/or
(b) enforcement proceedings in the courts of any jurisdiction where such Party or its property or assets may be located.
Last updated: 29.07.2026
