GBG has appointed International Business Machines Corporation (“IBM”) to provide its GBG Reach Service to its End Users. These End User Terms establish the contractual relationship between GBG and the End User for the use of the Service. These End User Terms create a direct contract between GBG and the End User for the purposes of establishing a direct licensing and data protection relationship. Additional Terms may also apply depending on the specific Datasets in use with the Service.
1.1 In these End User Terms, the following definitions shall apply:
“Additional Terms” means the special terms and conditions relating to particular Datasets, as updated from time to time and available at the applicable GBG legal pages for the relevant Service and Datasets: https://www.gbgplc.com/legal-and-regulatory/legal-additional-terms/loqate-capture/ and https://www.gbg.com/en/legal-and-regulatory/legal-additional-terms/loqate-verify-dqs
“AI Agent” means an automated system, software agent, machine learning model or system, or artificial intelligence application that accesses or uses the Services on behalf of, or as directed, or controlled by the End User, whether autonomously or semi‑autonomously;
“Applicable Data Protection Law” means all worldwide data protection and privacy laws and regulations applicable to the Customer Data (as defined below) including, as applicable, (I) Regulation 2016/679 (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); (iii) any and all applicable national law made under or pursuant to (i) or (ii); (iv) the EU GDPR as it is saved and incorporated into UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); and (v) the California Consumer Privacy Act of 2018 and its corresponding regulations, as amended by the California Privacy Rights Act (collectively the “CCPA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, and any other comprehensive US state privacy laws; (vi) Biometric Information Privacy Act of Illinois (“BIPA”); and (vi) any amendment, consolidation or re-enactment thereof, any legislation of equivalent purpose or effect enacted, and any orders, guidelines, guidance and instructions issued under any of the above or by any other relevant national authorities;
“Authorised User” means any individual or any AI Agent operated or controlled by, or on behalf of, the End User, that is entitled to use and/or receive the benefit of the Service in accordance with the End User Terms and Intermediary Terms;
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England and Wales;
“Commencement Date” means the earlier of: (i) the date on which the End User accepts these End User Terms; and (ii) the date on which the End User first accesses or uses the Service through IBM watsonx Orchestrate;
“Confidential Information” means any information relating to the business 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 these End User Terms; 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;
“Datasets” means an individual data service included or delivered as part of the. Where applicable, this may incorporate Supplier Data or Supplier Technology or utilise information derived from Supplier Data or Supplier Technology;
“Data Processing Agreement” or “DPA” means the data processing agreement (including its schedules) that sets out the privacy provisions that shall apply to these End user Terms which is available at: https://www.gbgplc.com/en/legal-and-regulatory/data-processing-agreement/
“End User” means the organisation, firm, company or public authority using the Service;
“End User Data” means any and all data provided to GBG by the End User for processing in accordance with these End User Terms including where relevant any Personal Data;
“End User Terms” means these end user terms together with the Additional Terms, the DPA and any other documents expressly incorporated by reference into them;
“Event of Force Majeure” means any one or more acts, events, omissions or accidents beyond the reasonable control of a Party, 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 (including without limitation the acts of hackers that could not have been prevented by a Party acting reasonably); epidemic; pandemic; compliance with any change of law or governmental order, rule, regulation or direction; and/or default caused by an event of force majeure or the insolvency of suppliers or sub-contractors;
“Facilitation of Tax Evasion” means (a) being knowingly concerned in, or taking steps with a view to, 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;
“GBG” means GB Group plc of The Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB registered in England No 2415211;
“GBG Reach” means GBG’s agent‑native capability that enables software agents and automated workflows to access and use GBG’s identity, verification and decisioning services, delivering policy‑driven, decision‑ready outputs based on GBG’s underlying data and services.
“Group Company” means in relation to a Party, that Party, or another company if that other company:
(a) holds a majority of the voting rights in it; or
(b) is a member of it and has the right to appoint or remove a majority of its board of directors; or
(c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it;
or if it is a subsidiary of a company that is itself a subsidiary of that other company;
“IBM watsonx Orchestrate” means IBM’s platform for building, running and governing AI agents and automated workflows that integrate with enterprise systems to execute and coordinate business processes.
“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;
“Intermediary Terms” means the legally binding agreement between the End User and IBM governing the End User’s access to and use of IBM watsonx Orchestrate and related services through which the Service is made available;
“Intellectual Property Rights” 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;
“Licence” means the scope of the licence granted to the End User for the use of the Service and Results as set out in clauses 5.2 and 7.1 together with any applicable Additional Terms;
“Party” means a party to these End User Terms and “Parties” shall be construed accordingly;
“Personal Data” shall have the meaning set out in the Applicable Data Protection Law and shall be applied to all data subjects being processed under the Agreement; provided however, where this term is not defined, it shall mean any information relating to a data subject; who can be identified directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Persons Associated” means any employee, agent or representative of the relevant Party or other third-party who supplies services to, or on behalf of, the relevant Party;
“Results” means all information provided to an End User by GBG including the results of any enquiry or search, reports, or management information relating to the End User's use of the Service. This may, where relevant, include Supplier Data;
“Service” means the GBG Reach service provided to the End User by IBM including any and all Datasets, as licensed to the End User in accordance with these End User Terms and the Intermediary Terms;
“Supplier” means a third-party supplier that provides Supplier Data or Supplier Technology to GBG for use within GBG Services;
“Supplier Data” means any data provided to GBG and/or the End User by the Supplier or used within GBG Services including, where relevant, any personal data;
“Supplier Technology” means any technology or solution provided to GBG and/or the End User by a Supplier and/or used within Services;
“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” has the meaning set out in clause 2.1;
“Transaction” means a single search, click, check or any other means of obtaining Results;
“Unauthorised User” means any individual or any AI Agent that uses, accesses or otherwise benefits from the Service that is not entitled to use and/or receive the benefit of the Service in accordance with the End User Terms and Intermediary Terms; and
“User” in the context of these End User Terms means Authorised Users and Unauthorised Users of the Service.
1.2 Any references within the Additional Terms to “General Terms and Product Terms" means these “End User Terms”.
1.3 The headings in these End User Terms do not affect its interpretation.
1.4 References to clauses and sections are to clauses and sections of these End User Terms.
1.5 A reference to a “Party” includes that Party’s personal representatives, successors and permitted assigns.
1.6 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.
1.7 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.
1.8 A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
1.9 Words in the singular include the plural and vice versa.
1.10 A reference to “writing” or “written” shall include electronic mail.
2.1 These End User Terms will become effective on the Commencement Date and will continue in full force and effect until: (a) terminated by either Party in accordance with clause 12; or (b) the Intermediary Terms terminates or expires for any reason whatsoever; or (c) the agreement between the IBM and GBG in relation to the Services terminates or expires for any reason whatsoever (the "Term").
3.1 The End User is responsible for the security and proper use of all User identities (“User IDs”) and passwords used in connection with the Service (including maintaining and enforcing a robust password policy) and compliance with any additional security requirements outlined in these End User Terms.
3.2 The End User shall 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.
3.3 The End User must immediately inform GBG 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.
3.4 To maintain the security of the GBG / Services, GBG reserves the right to:
(a) update User ID and security processes for the Services from time to time; and
(b) suspend User ID and password access to the Services if at any time GBG reasonably considers that there is, or there is likely to be, a breach of security, misuse of the Service or access granted to an Unauthorised User and/or to require the End User to change any or all of the passwords used by the End User in connection with the Service.
3.5 The End User must use the following necessary steps to ensure User IDs are kept confidential in accordance with clause 3.1 and 3.2:
(a) User identification and authentication procedures (two factor authentication or multi-factor authentication).
(b) Password security procedures (including a password minimum length, complexity and password rotation).
(c) Automatic locking of devices following failed password attempts or inactive timeout; and
(d) Monitoring and alerting break-in-attempts and automatic lock out of the User ID upon 10 erroneous passwords attempts.
4.1 GBG will provide the End User with the GBG Reach Service via IBM watsonx Orchestrate and in accordance with the terms set out in these End User Terms. The End User acknowledges:
(a) the Service is provided in technology preview;
(b) the Service is provided “as-is” and that GBG assumes no liability for its use except for any liability which cannot be excluded by law.
(c) GBG is not responsible for any decisions, whether automated or not, that the End User makes based on the information, service, results or data provided through the Service; and
(d) the End User remains fully responsible for all prompts, instructions, configurations, workflows, actions and use of the Service by or through its Users, software agents, automated processes, credentials and environment, as if carried out directly by the End User.
4.2 Where relevant to the Service being provided, the End user acknowledges and accepts that occasionally GBG, in providing the Service, may be required to:
(e) change the technical specification of the Service for operational reasons, to comply with applicable laws or regulations or to reflect changes to Supplier Data used within the Service;
(f) give the End User instructions which it reasonably believes are necessary to enhance or maintain the quality of any Service provided by GBG and GBG shall not be responsible for any errors in the Service resulting from the End User’s non-compliance with such instructions; and
(i) suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency, in which case GBG will give the End User as much on-line, written or oral notice as possible and shall ensure that the Service is restored as soon as possible following suspension.
5.1 The End User shall comply with the terms of the End User Terms.
5.2 The Service is licensed solely for the End User’s own internal use. The End User must not resell (or attempt to resell) or sub-license (or attempt to sub- license), transfer (or purport to transfer) the Service (or any part or facility of it, including the Results) to any third party.
5.3 The End User shall 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 and should retain back-up copies of all End User Data.
5.4 The End User warrants that it shall comply with all applicable legislation, instructions and guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the End User and its use of the Service including those which relate to the provision of End User Data. The End User is responsible for the acts and omissions of all Users of the Service and is liable for any failure by a User to perform or observe the terms and conditions of these End User Terms including without limitation to the provisions set out in the Additional Terms and any instructions issued under clauses 4.3(b).
(ii) The End User shall ensure that any use of the Service, Results or outputs in connection with decisions affecting individuals or other material business decisions is subject to appropriate human review, oversight and intervention where required by applicable law, regulation, regulatory guidance or prudent business practice, and shall not rely solely on automated outputs where such review or oversight is required.
6.1 The End User shall pay charges owed for their use of the Service to the Intermediary in accordance with its payment terms in the Intermediary Terms.
7.1 The End User acknowledges that all Intellectual Property Rights in the GBG Service and/or Results belong and shall continue to belong to GBG and/or GBG’s Suppliers. Unless otherwise specified in the Additional Terms, GBG grants to the End User:
(a) a non-exclusive, non-transferable, revocable licence to the End User for its Authorised Users to use, access and benefit from the Service during the Term.
(b) a perpetual licence to use the Results providing that it does so in accordance with all Applicable Data Protection Laws and relevant licence provisions set out in the Additional Terms.
7.2 The End User further acknowledges that all Intellectual Property Rights in and to any Insights created by GBG belong and shall continue to belong to GBG.
7.3 GBG acknowledges all Intellectual Property Rights in the End User Data belong and shall continue to belong to the End User. The End User grants to GBG a non-transferable, non-exclusive, royalty free, licence to use, disclose and copy the End User Data to enable GBG to provide the GBG Service and carry out its obligations under these End User Terms.
7.4 If any third-party makes or threatens to make a claim against GBG, the End User or one of GBG’s Suppliers, Intermediary or other intermediaries that the use of the Service and/or Results or part thereof infringes any third-party’s Intellectual Property Rights, GBG shall be entitled to do one or more of the following:
(a) suspend any part of the delivery of the GBG 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 affect the performance of the Service;
(c) if the remedies at 7.4(a) and (b) are not reasonably possible or commercially viable, terminate these End User Terms or affected part of these End User Terms upon written notice to the End User.
7.5 Except as expressly permitted within the terms of the Licence granted to it under these End User Terms or by law, the End User warrants that it will not:
(a) use, copy, modify, exploit, adapt, or create derivative works from the Service and/or Results;
(b) decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Services;
(c) attempt to circumvent or interfere with any security features of the Services;
(d) assign, sub-licence, lease, resell, or distribute the Services and/or Results or in any other way enable or permit others to use, exploit or benefit from the Intellectual Property Rights in the Service and/or Results;
(e) use or exploit the Intellectual Property Rights in the Service or Results or permit others to use or exploit the Intellectual Property Rights in the Service or Results outside of the terms of the Licence;
(f) its use of the Service through any software, equipment, materials or services not provided by GBG will not infringe the rights of any third party;
(g) the use by GBG of the End User Data through the provision of the Service in accordance with the End User’s instructions and in accordance with the terms of these End User Terms, will not infringe any third party’s Intellectual Property Rights; and/or
(h) all computers and/or IT systems which GBG are required to use, access or modify as part of the Service are legally licensed to the End User or are the End User’s property and that such activities by GBG will not infringe the rights of any third party.
8.1 GBG will indemnify the End User against all liabilities, costs, expenses, damages and losses incurred by the End User as a direct result of any third-party instituting any legal or court action against the End User that the End User’s use of the Service and/or Results, in accordance with the terms of these End User Terms, infringes that third-party’s Intellectual Property Rights (a “Claim”), provided that the End User:
(a) notifies GBG promptly and in any event within 5 Business Days of becoming aware in writing of any Claim;
(b) makes no admission or compromise relating to the Claim or otherwise prejudices GBG’s defence of such Claim;
(c) allows GBG to conduct all negotiations and proceedings in relation to the Claim;
(d) gives GBG all reasonable assistance in doing so (GBG will pay the End User’s reasonable expenses for such assistance); and
(e) takes all reasonable steps to mitigate its losses.
8.2 GBG shall not be liable to provide any refund, or meet any Claim under the indemnity at this clause 8, arising as a result of the use of the Services and/or Results in breach of the End User warranty within 7.5 or to Claims caused by designs or specifications made on the End User's instructions.
9.1 Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third-party except as permitted by clauses 9.4 or to the extent necessary for the proper performance of these End User Terms.
9.2 Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
9.3 Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under these End User Terms.
9.4 Each Party may disclose the other Party’s Confidential Information:
(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 these End User Terms. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third-party suppliers to whom it discloses the other Party’s Confidential Information 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 End User Terms; and/or
(d) as may be required by law, court order or any governmental or regulatory authority; or
provided that in the case of (a), (b) and/or (c), the relevant Party shall ensure that any person to whom it discloses the Party’s Confidential Information complies with obligations no less protective of the Confidential Information than those contained within this clause 9.
9.5 For the purposes of this clause 9, Confidential Information shall not include information which:
(a) is or becomes generally available to the public (other than through a breach of these End User Terms;
(b) is lawfully in the possession of the other Party before the disclosure under these End User Terms took place;
(c) is obtained from a third-party who is free to disclose it; or
(d) the Parties agree in writing is not confidential.
10.1 Both Parties will comply with their respective obligations as set out in the DPA and any additional privacy provisions that relate to the use of certain Datasets and/or Results set out in the Additional Terms.
10.2 Notwithstanding clause 10.1, where GBG acts as a processor in relation to a specific Dataset, the applicable controller/processor roles shall be as set out in the DPA and the relevant Additional Terms.
11.1 Neither Party limits its liability for any type of liability that cannot be by law be excluded or limited for; fraud or fraudulent misrepresentation; wilful or deliberate misconduct or gross negligence.
11.2 Save as set out in clause 11.1 each Party’s aggregate liability to the other Party under or in connection with these End User Terms in respect of clauses 7 (Intellectual Property Rights) and 8 (Indemnity); shall be subject to a cap of £1,000,000 GBP (or equivalent in local currency).
11.3 Save as set out in clause 11.1, each Party’s aggregate liability to the other Party under or in connection with these End User Terms in respect of clauses 3 (Security), 9 (Confidentiality and Publicity) and 10 (Data Protection) shall be limited to either twice the Charges payable by the End User to the Intermediary under the Intermediary Terms for the Service in the 12-month period preceding the breach, or £20,000 GBP (or equivalent in local currency) whichever is greater.
11.4 Subject to clauses 11.1, 11.2 and 11.3, each Party’s aggregate liability to the other Party under or in connection with these End User Terms, whether such liability arises in contract, tort (including, without limitation, negligence) misrepresentation or otherwise, shall be limited to either the Charges payable by the End User to the Intermediary under the Intermediary Terms for the Services in the 12 month period preceding the breach, or £20,000 GBP (or equivalent in local currency) whichever is the greater.
11.5 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, any special, indirect or consequential loss or damage.
11.6 Due to GBG’s reliance on Suppliers, and telecommunication services, over which GBG has no direct control, GBG cannot warrant:
(a) accuracy, suitability or uninterrupted availability of the Service or Results; and
(b) that the use of the Service and/or the Results will meet the End User's business requirements and the End User accepts that the Service was not designed or produced to its individual requirements and that it was responsible for its selection;
consequently, the End User agrees that except as expressly set out in these End User Terms, all warranties, conditions and other terms relating to the Service and these End User Terms whether express or implied by law, custom or otherwise are, to the fullest extent permitted by law, excluded from these End User Terms. GBG shall not be responsible for the decisions that the End User makes as a result of the information, Service, Results or data that GBG provides under these End User Terms.
11.7 The End User shall not be entitled to recover any amount from GBG in respect of sums which it has already recovered under the Intermediary Terms.
12.1 Where reasonable and appropriate to do so, GBG may suspend and/or may require the Intermediary to suspend, all or part of the Service immediately and without providing notice in the event that the End User breaches or GBG acting reasonably suspects that the End User has committed a material breach of these End User Terms.
12.2 GBG may terminate or require the Intermediary to terminate the provision of the Service on immediate notice in writing to the End User if:
(a) the End User commits a material or persistent breach of these End User Terms, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. and/or
(b) the End User commits a material or persistent breach of these End User Terms which cannot be remedied;
12.3 Upon termination of these End User Terms:
(a) the End User will cease using the Service
(b) GBG will cease providing the Service.
12.4 The termination of these End User Terms 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 these End User Terms that is expressly or by implication intended to continue in force after termination.
13.1 The Parties acknowledge and accept that, due to the nature of the Services provided, a mutual right to carry out an audit and/or inspection is required for each Party to be able to verify and monitor the other Party’s compliance with its material obligations under these End User Terms. The following provisions of this clause 13 are to give effect to that requirement.
13.2 The Auditing Party shall:
(a) be entitled to conduct an on-site audit or to appoint a third-party auditor, subject to the Auditing Party and/or its third-party auditor’s agreement to reasonable and appropriate confidentiality undertakings.
(b) At a Supplier’s request and as defined in the GBG’s Additional Terms, may be accompanied by their representatives during the audit.
(c) Conduct audits in a manner that does not materially disrupt, delay or interfere with business
(d) Be entitled to take copies of any relevant records, information, documents or data obtained as may be reasonable required.
(e) provide reasonable prior notice of any such audit, save where:
i. the Auditing Party reasonably believes that the Audited Party is in breach of its obligations under these End User Terms; and
ii. such notice is likely to prejudice or unreasonably delay the investigation of such breach, for example in the case of a Data Breach (as defined in the DPA) or security incident involving Personal Data.
13.3 Audits shall not be carried out on more than one occasion per year under these End User Terms unless the Auditing Party reasonably believes that the Audited Party is in material breach of these End User Terms.
13.4 If any audit undertaken in accordance with this clause 13 identifies a breach of these End User Terms by the Audited Party, 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 The provisions of this clause 13 shall survive termination or expiry of these End User Terms for a period of twelve (12) months.
(a) If a dispute arises out of or in connection with these End User Terms or the performance, validity or enforceability of it (a “Dispute”) then the Parties shall follow the procedure set out in this clause 14, specificallyeither Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, authorised representatives of GBG and the End User shall attempt in good faith to resolve the Dispute;
(a) if the authorised representatives of GBG and the End User are, for any reason, unable to resolve the Dispute within 10 Business Days of service of the Dispute Notice, the Dispute shall be escalated, appropriately in the circumstances, within GBG and the End User in an attempt in good faith to resolve the matter; and
(b) if, following escalation of the Dispute as described in clause 14.1(a) above, GBG and the End User are for any reason unable to resolve the Dispute within 30 Business Days of it being escalated, then the Parties may attempt to settle it by way of mediation. Should the Parties fail to reach a settlement within 25 Business Days from the date of engaging in such mediation, the Parties shall be entitled to refer the Dispute to the courts in accordance with clause 20.2 of the End User Terms.
14.1 Notwithstanding clause 14.1 above, the Parties acknowledge that damages alone may not always be an adequate remedy for a breach by the other Party of the terms of these End User Terms. Accordingly, 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 should that Party deem it necessary to protect the legitimate business interests of that Party.
15.1 Neither Party shall be in breach of these End User Terms nor liable for any delay in performing, or failure to perform, any of its obligations under these End User Terms if such delay or failure results from an Event of Force Majeure. In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, the Party not affected may terminate these End User Terms immediately by giving written notice to the affected Party.
16.1 Notices required to be given under these End User Terms must be in writing and may be delivered by email, hand or by courier, or sent by first class post to the following addresses:
(a) to GBG:
(i) at its registered office address and marked for the attention of the Head of Legal; and
(ii) by email to legal@gbgplc.com or other email address as notified from time to time; and
(b) to the End User:
(i) at the End User’s registered office address or principal place of business; or
(ii) by email to the End User’s administrator, legal notice or other contract email address notified through the relevant IBM account, platform or ordering records, as updated from time to time.
16.2 Any notice shall be deemed to have been duly received:
(a) if delivered by hand or by courier, when left at the address referred to in clause 16.1 or if sent by first class post, two Business Days after the date of posting.
16.3 if delivered by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.2(b) business hours means 9.00am to 5.00pm on Business Days. This clause does not apply to the service of any proceedings or other documents in any legal action.
17.1 Both GBG and the End User undertake:
(a) not to engage in Tax Evasion or the Facilitation of Tax Evasion of any kind in any territory;
(b) to implement reasonable procedures to prevent the Facilitation of Tax Evasion by Persons Associated with the relevant Party;
(c) to take such steps as may be required to ensure compliance with all applicable laws relating to anti-bribery, anti-corruption, modern-slavery and human trafficking (the “Compliance Requirements”);
(d) to implement, maintain and, where appropriate, enforce its own policies and procedures as required to comply with the Compliance Requirements throughout the term of these End User Terms;
(e) not to do, or omit to do, any act that will cause the other Party to be in breach of the Compliance Requirements;
(f) to promptly provide the other Party with such information as it may request in order to comply with its own reporting obligations under the Compliance Requirements; and
(g) to promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by that Party in connection with the performance of these End User Terms.
Each Party shall promptly and without undue delay, notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 17
18.1 The Parties acknowledge and accept that GBG may be required to make changes to these End User Terms, from time to time. In such circumstances the process outlined in this clause 18.1 shall apply. Specifically:
(a) GBG shall be entitled to make changes to the Additional Terms as required to reflect a change to the Dataset or Supplier Data change, a change in Supplier, a change to the licencing terms imposed on GBG by the relevant Supplier and/or a change in regulation, law or guidance. In such circumstances, GBG will notify the End User of the change;
(b) GBG shall be entitled to make changes to the End user Terms as required to reflect either (i) a change in regulation, law or guidance and (ii) to add in new 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 impacts the delivery of the Service, GBG will notify the End User of the change.
18.2 Save as set out in clause 18.1, all changes to these End User Terms must be recorded in writing and signed by both Parties.
18.3 The End User may not assign or transfer (in whole or in part) any of its rights or obligations under these End User Terms, without GBG's prior written consent (such consent not to be unreasonably withheld or delayed).
18.4 GBG may assign such rights and obligations to a GBG Group Company or a potential purchaser in mergers and acquisition transaction without consent.
18.5 Save where expressly stated in the Agreement, no term of these End User Terms is intended to confer any benefit on or be enforceable by any third-party whether automatically granted by any applicable legislation or otherwise.
18.6 These End User Terms constitutes the entire agreement between the Parties and replaces and supersedes all previous written or oral agreements relating to its subject matter.
18.7 The Parties agree that:
(a) neither Party has been induced to enter into these End User Terms by any representation, warranty or other assurance not expressly incorporated into it; and
(b) its only rights and remedies in relation to any representation, warranty or other assurance are for breach of contract and that all other rights and remedies are excluded, except in the case of fraud.
18.8 In the event of a conflict in respect of provisions of the End User Terms and the Additional Terms shall take precedence.
18.9 If any provision of these End User Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these End User Terms, and the validity and enforceability of the other provisions of these End User Terms shall not be affected.
18.10 No failure or delay by a Party to exercise any right or remedy under these End User Term or by law shall constitute a waiver of that or any other right or remedy nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other remedy.
18.11 Unless otherwise stated herein, the rights and remedies provided under these End User Terms are in addition to, and not exclusive of, any other rights or remedies provided by law.
19.1 The Parties warrant that they each have the authority and capacity to enter into the End User Terms.
19.2 These End User Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws and jurisdiction of England and Wales (“Governing Law and Jurisdiction”), save where the DPA specifies that certain provisions must be subject to local governing laws (“Local Governing Law and Jurisdiction”).
19.3 Both Parties submit to the exclusive jurisdiction of the courts of the relevant Governing Law and Jurisdiction, save that either Party may elect to bring:
(a) proceedings against the other Party in the courts of any Local Governing Law and Jurisdiction where required to by the DPA; and/or
(b) enforcement proceedings against the other Party in the courts of any jurisdiction where such Party or such Party’s property or assets may be found or located.
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