Thank you for choosing to partner with GBG. We provide a range of identity and fraud Services. This Master Partner Agreement and our Data Processing Agreement applies to the Services selected on the Order Form.
1.1 In this Agreement the following definitions shall apply:
“Additional Terms” means the special terms and conditions relating to particular Datasets, Sources, and/or aspects of the Services as updated from time to time which are available via the relevant Services Schedule.
“Agreement” means collectively Special Conditions, Additional Terms (if applicable), Partner Additional Terms, the DPA, the Order Form, Services Schedules and these Core Terms, In the event of any conflict the order of precedence should be as set out above.
“API” means an application programming interface made available by GBG that enables the Partner to access certain GBG systems, data, or services in accordance with the terms of this Agreement and the applicable Services Schedule. The API may include related documentation, specifications, and access credentials provided by GBG.
“Applicable Law(s)” means all applicable legislation, instructions and guidelines issued by regulatory authorities, relevant licences and any other codes of practice issued by a competent regulatory authority.
“Authorised User” means anyone granted access to the Services by the Partner, including End Users, and Partner users accessing the Services in accordance with this Agreement.
“Business Days” means an official working day in England, or if the relevant GBG Entity is based elsewhere, an official working day in that country (as specified on the Order Form.
“Charges” means the charges for the Partner’s use of the Services and any associate set up support or Professional Services charges as set out in the Order Form.
“Commission” means the fee payable by GBG to the Partner in consideration for successful introductions of prospective customers to GBG, in accordance with a relevant Services Schedule. The applicable rate, calculation method, payment terms, and qualifying criteria for Commission shall be set out in the relevant Order Form.
“Confidential Information” means any information disclosed by one Party to the other, whether before or after signing this Agreement, in any form (including written, oral, visual, electronic or other tangible or intangible form), that is marked or otherwise identified as confidential, or that ought reasonably to be understood as confidential given the nature of the information or the circumstances of disclosure. This includes, without limitation:
business plans, strategies, financial information, pricing, customer and supplier details;
technical information, product specifications, software, APIs, SDKs, documentation, and data;
trade secrets, know-how, and proprietary methodologies; and
any information relating to the disclosing Party’s Intellectual Property Rights.
“Contract Start Date” the date indicated on the applicable Order Form.
“Core Terms” means this framework agreement which sets out the core terms for the supply of Services by a GBG Entity to a Partner Entity
"Data Processing Agreement” or “DPA” means the data processing agreement (including its schedules) that sets out the privacy provisions that shall apply to this Agreement which is available at: https://www.gbgplc.com/legal-and-regulatory/data-processing-agreement/.
“Datasets and/or Sources” means an individual data service included or delivered as part of the Service and selected by the Partner and referenced on the Order Form. Where applicable, this may incorporate Supplier Data or Supplier Technology or utilise information derived from Supplier Data or Supplier Technology.
“End User(s)” means a third party that is the ultimate recipient or beneficiary of GBG’s Services.
“End User Terms" means the agreement between the Partner and an End User for the supply of any Partner products or services integrating the Services, which, where indicated in the relevant Services Schedule, must include the Minimum Terms.
“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.
“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.
“GBG Billing Entity” means the GBG Group Company responsible for invoicing the Partner as stated on the Order Form.
“GBG Entity” or “GBG” means the GBG Group Company named on the Order Form.
“Group Company” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time. For the purposes of this definition, “control” means the ability to direct the affairs of an entity, whether by ownership of shares, voting rights, contract or otherwise.
“Initial Term” means the initial contractual period specified on the Order Form starting on the Contract Start Date.
“Insights” means data that is created by GBG as part of the provision of the Services, from the collection, storage and analysis of any data relating to the Partner’s and End User’s use of the Services.
“Intellectual Property Rights” or “IPR” means all intellectual property rights, whether registered or unregistered, including patents, rights in inventions, trademarks, service marks, trade names, domain names, rights in get-up, goodwill, copyright and related rights, moral rights, rights in software, APIs, SDKs, databases and documentation, design rights, rights in confidential information (including know-how and trade secrets), and all other similar or equivalent rights which subsist or will subsist now or in the future in any part of the world, owned by a Party.
“Integrated Introducer” means a Partner that introduces Prospects through its technology platform to GBG but does not (a) resell, licence or sub-licence the Services, (b) enter into contracts for GBG Services in its own name, or (c) collect payment for the Services from End Users.
“Intermediary” means a Reseller which provides GBG with details of each End User in accordance with the process set out in the relevant Services Schedule. In relation to certain Datasets or Sources, an Intermediary may also be required to facilitate the End User entering into a direct end user licence or other direct agreement with GBG or its third-party data Suppliers where GBG reasonably requires this for legal, regulatory, compliance, or licensing reasons.
“Introducer” means a Partner that introduces Prospects to GBG.
“Licensed Materials” means any Results, Supplier Data, software, data, APIs, SDKs, documentation, LC/NC Tools, or other proprietary materials provided by GBG to the Partner under this Agreement or a Services Schedule.
“Licensors” means any third party from whom GBG has obtained rights to use or sublicense software, data, technology, or other materials that are made available to the Partner under this Agreement or any Services Schedule. This includes, without limitation, GBG’s data Suppliers, software vendors, and technology partners.
“Minimum Commitment” means, where selected on the Order Form, the Partner commits to paying GBG at least the amount specified in the Order Form in respect of Charges for each Minimum Commitment Period.
“Minimum Commitment Period” means each period specified in the Order Form during which the Minimum Commitment applies.
“Minimum Terms” the terms included within the relevant Services Schedule, which must be included as part of the End User Terms and terms that are substantially similar to the relevant provisions within clauses 10, 11, 12, 13, 15 of the Core Terms, the Data Processing Agreement, and the applicable Additional Terms set forth in their entirety in the Minimum Terms. The Additional Terms will be passed on to the End User verbatim.
“Order” means a binding commitment by a Partner Entity to purchase Services from a GBG Entity as detailed in an Order Form.
“Order Form” means the document executed by the Parties incorporating these Core Terms and one or more applicable Services Schedules and setting out the Charges, the scope of the Servies, and any Special Conditions. The Order Form shall form part of the Agreement and once signed, shall create a binding contractual commitment between the Parties in respect of the Services described therein.
“Party means a party to this Agreement and “Parties” shall be construed accordingly.
“Partner” means the entity entering into this Agreement with GBG for the purpose of engaging in one or more forms of partnership as described in the applicable Services Schedules, including but not limited to acting as an Introducer, Integrated, Introducer, Reseller, Intermediary, or service provider.
Partner Additional Terms” means, where applicable the special terms and conditions relating to Datasets, Sources and/or aspects of the Services as updated from time to time.
“Partner Billing Entity” means the Partner Group Company responsible for paying the Charges as stated on the Order Form. Where no alternative Partner Billing Entity is named, the Partner shall assume this role;
“Partner Model” means the applicable commercial model (Introducer, Integrated Introducer, Reseller or Intermediary) as stated in the relevant Service Schedule and Order Form.
“Permitted Purposes” the introduction, resale bundling or integrating the Services, as further described with the applicable Services Schedule.
“Prepayments” means an advance payment (either annually or in instalments) of the Charges to be made by the Partner as indicated on the Order Form.
“Professional Services” means, if applicable, the professional services as indicated on the Order Form and provided in accordance with the relevant Services Schedule as may be updated from time to time.
“Prospect” means a potential End User or GBG customer;
“Renewal Term” means each period of 12 months commencing on the expiry of the Initial Term and each anniversary thereafter, where indicated in the relevant Services Schedule that the term of the Order Form will automatically renew.
“Reseller” means the organisation, firm, company or public authority that integrates the Service into their own products and services so that they can provide products and services to End Users.
“Restricted Territory” or “Restricted Territories” means Afghanistan, Belarus, Bosnia, Herzegovina, Burundi, Central African Republic, Cuba, Democratic Republic of the Congo (DRC), Guinea, Haiti, Iran, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea (Democratic People's Republic of Korea), Region of Crimea and Sevastopol, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe. GBG reserves the right to update and modify the list of Restricted Territories from time to time at its sole discretion.
“Results” means all information provided via the use of the Services including the results of any enquiry or search, reports, or management information. This may, where relevant, include Supplier Data.
“Sales Tax” means any tax levied at the point of sale, collected and passed on to the by the GBG Billing Entity or Partner Billing Entity (as applicable).
“SDK” means a software development kit provided by GBG, consisting of tools, libraries, documentation, code samples, and other resources that enable the Partner to develop, integrate, or interact with GBG’s systems, products, or services, as permitted under this Agreement and the applicable Services Schedule.
“Services” means the specific services or products to be provided by GBG, as further described in the applicable Services Schedule and Order Form. The nature, scope, and terms of the Services may vary between different Services Schedules.
“Services Schedule(s)” means the applicable schedule identified in the Order Form which sets out the specific terms applicable to a particular set of Services. Each Services Schedule shall incorporate the Core Terms of this Agreement and shall detail, as applicable, the nature and scope of the Services, Partner Model any applicable Charges, term, service levels, deliverables, roles and responsibilities, and any additional terms relevant to that engagement. Multiple Services Schedules may be entered into under this Agreement, each forming a separate contractual arrangement governed by the Core Terms.
“Special Conditions” means any variation or amendment to the Agreement agreed between the Parties, set out in writing and signed by authorised signatories of each Party.
“Standard Support Services” means, if applicable, the standard support services as indicated on the Order Form and provided in accordance with the relevant Service Schedule as may be updated from time to time.
“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, the Partner or where relevant the End Users via the use of the Services (where relevant, as incorporated into the Partner’s own products and services) including, where relevant, any personal data.
Supplier Technology” means any technology or solution provided to GBG and/or the Partner by a Supplier and/or used within the Services.
“System Administrator” means the individual Authorised User responsible for acting as the first point of contact for all Authorised Users of the Service or their replacement(s) as notified to GBG by the Partner who will be familiar with the use of the Service.
“Tax Evasion” means any activity or omission intended to evade, reduce or circumvent tax liabilities in breach of Applicable Law, including any statutory tax evasion offence in any territory, where “tax” includes all taxes, levies and contributions imposed by governments in any territory.
“Transaction(s)” means a single search, click, check or any other means of obtaining Results, as outlined within the Order Form.
“Unauthorised User” means an individual 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 Agreement.
“Update” means any improvements, updates, variations, modifications, alterations, additions, error connections, bug-fixes, enhancements, functional changes or other changes to the Services that do not constitute an Upgrade.
“Upgrade” means a new release of the Services that constitutes a significant change, for example, a release of new Version that introduces new features and/or additional functionality. An Upgrade can also refer to a product change that requires the Partner to migrate across from one Version of the Services, to a new or alternative GBG product that has the same general function and purpose but enhanced or upgraded features.
“User” means Authorised Users and Unauthorised Users of the Service.
“Version(s)” means a particular release of the Services as indicated by its version number. Version numbers are used to distinguish each new release of the Services from the previous versions, all of which have the same general function but may have been improved, upgraded or customised as part of an Update or Upgrade.
1.2 The headings in this Agreement do not affect its interpretation.
1.3 References to clauses and sections are to clauses and sections of this Agreement.
1.4 A reference to a “Party” includes that Party’s personal representatives, successors and permitted assigns.
1.5 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.
1.6 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.
1.7 A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
1.8 Words in the singular include the plural and vice versa.
1.9 A reference to “writing” or “written” shall include electronic mail unless otherwise stated.
2.1 The purpose of these Core Terms is to set out the general legal and commercial framework under which GBG, its Group Companies and its Partners and their Group Companies work together to market, sell, introduce and deliver GBG’s data and technology solutions. These Core Terms apply to all products and services provided under separate Service Schedules, which will describe the specific terms for each offering. Together, the Order Form, the Core Terms and the relevant Service Schedule form the full Agreement for each product or service. The Services Schedules will provide further information regarding the Partner Model used by the Partner in licencing the Services to third parties and the method of delivery of the Services.
2.2 Each Order constitutes a separate and independent Agreement for the provision of the Services.
3.1 These Core Terms shall commence on the date of last signature and shall continue in full force and effect unless and until terminated in accordance with Clause 20 (the “Term”)
3.2 Each Order Form entered into under these Core Terms shall specify its own term and may be terminated independently of this Agreement, subject to the terms set out therein.
4.1 Subject to the terms of this Agreement and the applicable Services Schedule, GBG grants the Partner a non-exclusive, non-transferable, and revocable licence to access and use the Licensed Materials solely for the Permitted Purpose and to act in accordance with the Partner Model specified in the Service Schedule.
4.2 The rights and obligations of the Partner shall vary depending on whether the Partner is acting as an Introducer, Integrated Introducer, Reseller or Intermediary, as set out in the relevant Service Schedule.
4.3 The Partner shall only exercise rights consistent with the Partner Model specified in the applicable Service Schedule and shall not represent itself as having broader authority.
4.4 The scope, Permitted Purpose, and any restrictions applicable to the Licensed Materials shall be defined in the relevant Services Schedule. Unless otherwise stated, the Partner shall not: (a) use the Licensed Materials for any purpose other than the Permitted Purpose; (b) copy, modify, reverse-engineer, or create derivative works of the Licensed Materials; or (c) sublicense, assign, or otherwise transfer the Licenced Material or access rights to any third party.
5.1 The licence granted under this clause shall continue for the duration specified in the applicable Order Form and shall automatically terminate upon expiry or termination of that Services Schedule, or earlier if the Partner or an End User breaches the terms of this Agreement or the relevant Services Schedule.
6.1 Where a Party is required to make a payment of Charges or Commission under this Agreement or any Services Schedule, such payment shall be made in full within thirty (30) days of the date of the relevant invoice, unless otherwise agreed in writing. In the case of payments due to GBG, the Parties acknowledge that timely payment is essential due to GBG’s obligations to its Licensors.
6.2 All payments shall be made in the currency and to the account specified in the relevant invoice, without set-off, deduction, or withholding, abatement or otherwise except as required by law. Where applicable, Sales Tax will be added to the Charges. Where one Party’s Billing Entity fails to pay any Charges due, the other party reserves the right to pursue the Partner and/or GBG (where applicable) directly.
6.3 Where relevant, all Charges for Transactions are deducted from the Prepayment on a monthly basis (regardless of payment frequence) until exhausted after which Charges are invoiced monthly in arrears. Prepayments must be used within the applicable 12-month period cannot be carried forward.
6.4 Where relevant and where the Partner has agreed to a Minimum Commitment, GBG will track Charges invoiced during each Minimum Commitment Period. If the Charges paid or payable are less than the Minimum Commitment in that period, the Partner must pay the shortfall within 14 days of the date of GBG’s invoice.
6.5 Where agreed in the Order Form that the Charges will be invoiced and paid in a currency other than the local currency of GBG Billing Entity, GBG will base the pricing set out in this Order Form on the exchange rate as at the Contract Start Date of the Order Form. The exchange rate will be the midmarket rate as shown by the XE Currency Converter, as shown at the following website www.xe.com. Notwithstanding this, if the exchange rate moves plus or minus 10% then either Party (acting reasonably) reserves the right to renegotiate the Charges in line with prevailing exchange rates.
6.6 If a Party fails to pay any part of the Charges or Commission when due, it shall be liable to pay interest to the other Party on such part of the Charges or commission, from the due date for payment at the relevant statutory annual rate in the country in which the other Party is based. An annual rate of 10% will be applied in countries where there is no statutory rate.
6.7 GBG shall be entitled to increase the Charges: (a) on written notice to the Partner, to the extent required to directly reflect any increases in fees or charges payable by GBG to any third-party supplier utilised to provide the Service; (b) where there is overuse of the Service (i.e. use in excess of the amount initially licenced on the Order Form), (c) where an Unauthorised User has gained access to the Service as a result of the Partner’s failure to take appropriate security precautions in accordance with this Agreement; and/or (d) any other price increase provisions in the relevant Service Schedule.
7.1 GBG will use reasonable efforts to deliver the Services in line with any agreed timetable. The Partner acknowledges that dates are estimates only and delivery depends on the Partner’s timely cooperation and factors outside GBG’s reasonable control.
7.2 GBG will use reasonable efforts to supply sufficient volumes of the Services to meet the Partner’s resale requirements and the reasonable needs of End Users.
7.3 GBG will provide the Partner with technical information in English, as GBG reasonably considers necessary for promoting, selling, and supporting the Services.
7.4 During the term of this Agreement, GBG will: (a) provide User IDs and Passwords to enable access to the Services; (b) provide Standard Support Services and any Professional Services detailed in the Order Form and paid for by the Partner; and (c) keep the Partner informed of relevant enhancements, modifications, and sales or marketing information as GBG considers necessary.
7.5 GBG may, on reasonable written notice: (a) change the technical specification of the Services for operational reasons, legal compliance, or changes to Supplier Data, provided such changes do not materially reduce performance; (b) give instructions necessary to maintain or improve quality, and will not be liable for errors caused by non-compliance with such instructions; or (c) suspend access for maintenance, improvement, or emergencies, giving as much written notice as possible and restoring access promptly.
7.6 If a third-party Supplier with GBG terminates or expires and no suitable replacement is found, access to that Dataset/Source, will stop without liability. GBG will use reasonable endeavours to give the Partner reasonable written notice before the Dataset/Source is terminated.
8.1 Each Party shall perform its obligations under this Agreement in good faith and shall cooperate reasonably and in a timely manner with the other Party to facilitate the effective delivery and receipt of the Services.
8.2 Each Party shall comply with all Applicable Laws, regulations, and codes of practice in connection with its activities under this Agreement and any Services Schedule.
8.3 Each Party shall ensure that it has and maintains the necessary resources, systems, and suitably qualified personnel to fulfil its obligations under this Agreement and any Services Schedule.
8.4 Neither Party shall interfere with or disrupt the other Party’s systems, operations, or business in connection with the performance of this Agreement.
8.5 Any specific obligations, deliverables, or responsibilities of either Party in relation to a particular set of Services shall be set out in the applicable Services Schedule.
9. PARTNER OBLIGATIONS
9.1 The Partner shall act in accordance with the Partner Model specified in the relevant Service Schedules.
9.2 The Partner shall:
(a) conduct its activities in a professional and lawful manner;
(b) comply with all Applicable Laws, regulations, and codes of practice; and;
(c) promptly provide any information or assistance reasonably requested by GBG in connection with the Services.
9.3 The Partner shall not engage in any activity that may harm GBG’s reputation, IPR, or commercial interests.
9.4 The Partner is not permitted to promote, sell and/or support the Service to a Prospect/End User who is based in a Restricted Territory.
9.5 The Partner shall not use the Services to facilitate any unlawful act, offence, or infringement of any person’s rights.
9.6 Where applicable, the Partner must ensure that any software, equipment, and materials used with the Services:
(a) comply with instructions and security procedures specified by GBG or any relevant third-party licensor; and
(b) are technically compatible with the Service.
9.7 Throughout the term of this Agreement, the Partner will:
(a) maintain at least one System Administrator and promptly notify GBG of any changes to their contact details;
(b) provide telecommunications, network services, and correctly configured hardware required to access the Services;
(c) manage and configure its own access, including network, firewall, DNS, routers, and PCs;
(d) only access and integrate with the Services as permitted by GBG and never attempt to bypass security or access source code;
(e) keep GBG informed of activities under this Agreement and provide reports on request;
(f) comply with GBG’s reasonable and lawful instructions regarding access to the Services; and
(g) provide reasonable assistance and cooperation as GBG may require.
9.8 The Partner agrees to display GBG's logo or trademarks (or such other logos or trademarks that are developed and notified to the Partner) prominently on any marketing collateral, webpages, product screens or literature of the Partner referring to or utilising the Services. Further, the Partner shall include text in such displays indicating what the product behind the Services is, together (where the medium allows) with a link through to the description of the product on GBG's website.
9.9 The Parties shall from time-to-time devise and publish or otherwise communicate press releases and other marketing materials in agreed form (such agreement to be evidenced in writing) for the purposes of publicising and promoting the Services. The Partner shall not without the prior written approval of GBG make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capability of the Services which are inconsistent with these contained in promotional literature supplied by GBG or otherwise incur any liability on behalf of GBG howsoever arising.
9.10 Inactivity. The Partner acknowledges and accepts that GBG may de-active the individual User accounts where the individual User account has not been accessed for a period of thirteen (13) months or longer.
10.1 All Intellectual Property Rights in the Licensed Materials shall remain vested in GBG or, where applicable, its Licensors. Nothing in this Agreement or any Services Schedule shall operate to transfer any such rights to the Partner or an End User.
10.2 GBG shall own all Intellectual Property Rights in any Insights.
10.3 To the extent the Partner develops any materials, configurations, adaptations, or outputs using or based on the Licensed Materials or Services (“Partner-Developed Materials”), the Partner hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in such Partner-Developed Materials to GBG upon creation, to the extent they are derived from or incorporate GBG’s Intellectual Property Rights. The Partner shall provide all reasonable assistance to give effect to this clause
10.4 The Partner grants (and shall procure that its End Users grant) to GBG a non-exclusive, royalty-free licence to use any Intellectual Property Rights owned or controlled by the Partner or its End Users solely to the extent necessary for GBG to provide the Services and any related implementation or Professional Services under this Agreement or a Services Schedule.
10.5 Except as expressly granted under this Agreement or a Services Schedule, no rights or licences are granted to the Partner in respect of GBG’s or its Licensors’ Intellectual Property Rights.
10.6 If any third-party makes or threatens to make a claim that the use of the Licenced Materials 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 10.6(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 11.2, refund any unused Prepayment which will not be credited against Charges due for the use of the relevant element of the Service.
10.7 Except as expressly permitted by the Agreement or by law, the Partner 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 licence;
(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/or Licensed Materials;
(d) attempt to circumvent or interfere with any security features of the Services; and/or
(e) assign, sub-licence, lease, resell, or distribute, or otherwise enable others to use, exploit or benefit from the IPR in the Licensed Materials.
10.8 The Partner further warrants that:
(a) GBG’s compliance with any designs or specifications provided by the Partner or made on the Partner’s behalf will not infringe the rights of any third party; and
(b) End User Data used in accordance with the Partner’s instructions, and in accordance with the terms of the Agreement, will not infringe any third party’s IPR.
11.1 GBG shall indemnify, defend, and hold harmless the Partner from and against any third-party claims, liabilities, damages, and reasonable costs (including legal fees) arising out of or in connection with any allegation that the Partner’s authorised use of the Services, including any APIs, SDKs, or documentation provided by GBG under this Agreement or a Services Schedule, infringes any third-party Intellectual Property Rights, provided that:
(a) the Partner promptly notifies GBG promptly in writing of any such claim, in any event within 5 Business Days of becoming aware of any claim in writing;
(b) The Partner makes no admission or compromise relating to a claim;
(c) GBG has sole control over the defence and settlement of the claim;
(d) The Partner provides reasonable assistance, at GBG’s reasonable expense; and
(e) The Partner takes all reasonable steps to mitigate its losses.
11.2 The indemnity in Clause 11.1 shall not apply to the extent the claim nor any refund in accordance with clause 10.6(c) arises from: (a) use of the Services in combination with any product or service not supplied or authorised by GBG; (b) modification of the Services and/or Licenced Materials by the Partner or a third party or End User; or (c) use of the Services in breach of this Agreement or the applicable Services Schedule.
12.1 All Services, including any Licensed Materials, are provided by GBG on an “as is” and “as available” basis. GBG makes no representations, warranties, or guarantees of any kind, whether express, implied, statutory, or otherwise, including any warranties of accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement.
12.2 The Services are not intended to be relied upon as the sole basis for any decision-making. Any decisions made by the Partner or its End Users based on the Services are made entirely at their own discretion and risk.
12.3 GBG does not warrant that the Services are suitable for any specific use or purpose, nor that they will meet the requirements of the Partner or any End User.
12.4 The Partner shall ensure that any agreement it enters with an End User contains an equivalent disclaimer of warranties, consistent with this clause 12.
12.5 GBG relies on third-party suppliers and telecommunications services beyond its control. As such, GBG does not warrant: (a) the accuracy, availability, or uninterrupted operation of the Services; or (b) that the Services will meet the Partner’s specific business needs. The Partner is responsible for assessing suitability prior to use.
12.6 Except as expressly stated in this Agreement, all warranties, conditions, and terms whether implied by law or otherwise are excluded to the fullest extent permitted. GBG is not liable for any decisions made by the Partner or an End User based on the Services, Results, or data provided, including decisions to onboard individuals.
13.1 Where applicable to the Partner’s role under the relevant Services Schedule, the Partner is responsible for the secure use of all User IDs and Passwords associated with the Service, including enforcing a strong password policy and complying with any additional security requirements set out in this Agreement.
13.2 The Partner must ensure that User IDs are kept confidential, used only by Authorised Users, and not shared with unauthorised parties. The Partner is liable for any Charges arising from unauthorised access resulting from its own actions or omissions.
13.3 The Partner must promptly notify GBG of any suspected or actual unauthorised use of User IDs or Passwords and take immediate steps to prevent or stop such use.
13.4 GBG may update security processes or suspend access where it reasonably believes there is a risk of misuse, a security breach, or unauthorised access. GBG may also require the Partner to reset Passwords
14.1 Subject to Clauses 14.2, 14.3 and 14.5 below, each Party’s total aggregate liability to the other Party arising out of or in connection with this Agreement (whether in contract, tort, negligence, breach of statutory duty or otherwise) shall be limited to the greater of either the total Charges payable in the twelve (12) month period preceding the breach, or £20,000 GBP (or equivalent in local currency).
14.2 Save as set out in clause 14.5 each Party’s aggregate liability to the other in respect of clauses 10 (Intellectual Property Rights) and 11 (Intellectual Property Rights Indemnity) shall be subject to a cap of £1,000,000 GBP (or equivalent local currency)
14.3 Save as set out in clause 14.5 each Party’s aggregate liability to the other in respect of clauses 15 (Confidentiality) and 16 (Data Protection) 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).
14.4 Neither Party shall be liable to the other for any indirect, incidental, special, or consequential loss or damage, or for any loss of profits, revenue, business, goodwill, or anticipated savings, whether arising in contract, tort (including negligence), or otherwise, even if such loss was foreseeable or the Party had been advised of the possibility of such loss.
14.5 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be lawfully limited or excluded; and for all Charges or monies due.
15.1 Each Party (“Receiving Party”) agrees to keep Confidential Information disclosed by the other Party (“Disclosing Party”), whether disclosed orally, in writing, or by any other means.
15.2 The Receiving Party shall:
(a) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement or any Services Schedule; and
(b) not disclose the Confidential Information to any third party except to its employees, officers, agents, or professional advisers who have a need to know and are bound by confidentiality obligations no less protective than those set out in this Agreement.
15.3 This clause shall not apply to information that the Receiving Party can demonstrate:
(a) was lawfully in its possession before disclosure by the Disclosing Party;
(b) is or becomes publicly available through no fault of the Receiving Party;
(c) is lawfully disclosed to the Receiving Party by a third party without restriction; or
(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
15.4 Each Party may disclose Confidential Information to its Group Companies, provided that such Group Companies are bound by confidentiality obligations no less protective than those set out in this Agreement, and the disclosing Party remains responsible for any breach of this Agreement by its Group Companies.
15.5 The obligations in this clause shall continue for a period of three (3) years after termination or expiry of this Agreement, or such longer period as may be specified in a Services Schedule in respect of particular Confidential Information.
15.6 Upon termination of this Agreement or upon request, the Receiving Party shall promptly return or securely destroy all Confidential Information of the Disclosing Party, except to the extent required to retain it by law or for regulatory purposes.
16.1 Both Parties will comply with their respective obligations as set out in the DPA, this clause 16 and any additional privacy provisions that relate to the use of certain Datasets, Sources and/or Results set out in the Services Schedules.
17.1 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 this Agreement. The following provisions of this clause 16 are to give effect to that requirement.
17.2 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 data Supplier’s request, and as defined in GBG’s End User Additional Terms, the Auditing Party 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 the Agreement; 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.
17.3 Audits shall not be carried out on more than one occasion per year unless the Auditing Party reasonably believes that the Audited Party is in material breach of the Agreement.
17.4 If any audit undertaken in accordance with this clause 17 identifies a breach of this Agreement 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.
17.5 The provisions of this clause 17 shall survive termination or expiry of this Agreement for a period of six (6) months.
18.1 GBG may periodically apply Updates to the Services. If Updates are applied automatically, GBG will notify the Partner and/or End User via gbgstatus.com. If manual action is required, GBG will provide written instructions, and the Partner must implement the Update as soon as reasonably possible.
18.2 GBG will support previous Versions for a reasonable period after a new Version is released.
18.3 Updates are included in the Charges. If additional Professional Services are needed, GBG may quote separately.
18.4 Upgrades may be offered from time to time. Unless agreed otherwise, these are not included in the Charges and may require acceptance of new terms and/or additional fees.
18.5 GBG will give reasonable notice before discontinuing support for any Version. The notice will include: The date support ends, required actions to transition to the current Version; and available support to assist with the transition.
18.6 If the Partner or an End User does not transition within the specified timeframe, GBG may: (a) cease support for the discontinued version; or (b) terminate the Agreement.
19.1 Unless otherwise agreed in a Services Schedule, during the term of this Agreement and for a period of 12 months following its termination, the Partner shall not, directly or indirectly, develop, market, or supply any products or services that are the same as or substantially similar to, or otherwise materially compete with, the Services provided by GBG under this Agreement, regardless of whether such activity involves the use or misuse of GBG’s Confidential Information or Intellectual Property Rights.
19.2 This restriction shall not apply to: (a) activities expressly permitted in a Services Schedule, (b) services that the Partner was independently offering prior to entering into this Agreement; or (c) general business activities that do not involve the use of GBG’s Confidential Information or Licensed Materials.
20.1 Either Party may terminate the Core Terms at any time by providing the other Party with not less than ninety (90) days’ prior written notice. Termination of these Core Terms shall not automatically terminate any active Order Forms, which shall continue in accordance with its terms unless expressly terminated in accordance with the provisions of that Order Form.
20.2 Following termination of these Core Terms, no further Order Forms may be entered into by the Parties unless and until these Core Terms are reinstated or replaced by a new written agreement signed by both Parties.
20.3 Either Party may terminate an Order Form by providing the other Party with at least ninety (90) days’ prior written notice to the other of such termination to take effect on the expiry of the Initial Term or any Renewal Term.
20.4 Either Party may terminate these Core Terms or any active Services Schedule immediately by written notice if the other Party (a) commits a material or persistent breach of this Agreement which cannot be remedied; (b) commits a material breach of this Agreement which is not remedied within 30 days of written notice requiring remedy; or (c) if one Party’s financial position deteriorates to such an extent that in the other Party’s reasonable opinion its capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
20.5 GBG may suspend access to all or part of the Services if the Partner or an End User breaches, the Agreement or End User Terms, or if GBG reasonably suspects a material breach of the Agreement or End User Terms. Where practicable, GBG will (a) provide notice and an opportunity to resolve the issue; and (b) lift the suspension as soon as reasonably possible once the issue is resolved.
20.6 Effect of Termination. Upon termination (in part or full):
(a) the Partner will: (i) cease marketing the Service to Prospects (ii) cease using the Service (iii) where applicable, remove any software installed within the Partner’s own environment and (iv) promptly pay any Charges due; and
(b) GBG will cease providing the Services;
20.7 If GBG terminates the Agreement following a breach by the Partner, the Partner agrees to pay GBG any Charges due (including any Prepayments), for the remaining part of the Initial Term or Renewal Term.
20.8 Any provisions of this Agreement which by their nature are intended to survive termination shall remain in full force and effect, including but not limited to confidentiality, liability, and dispute resolution provisions.
21.1 If a dispute arises out of or in connection with this Agreement, the Parties shall first attempt to resolve it through good faith discussions between their respective operational contacts. If the dispute is not resolved within 14 days, it shall be escalated to senior representatives of each Party.
21.2 If following escalation of the dispute as described above, GBG and the Partner 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 26.7.
21.3 During any dispute, the Parties shall continue to perform their respective obligations under this Agreement to the extent not affected by the dispute.
22.1 Each Party acts as an independent contractor and is solely responsible for its own actions. Neither Party shall represent itself as an employee, agent, partner, or joint venture of the other, nor shall it have authority to bind or incur obligations on behalf of the other Party.
23.1 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 (30) days, the Party not affected may terminate the Agreement immediately by written notice.
24.1 Notices required to be given under this Agreement 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 Head of Legal; or (ii) by email to legal@gbg.com or other email address as notified from time to time; and
(b) b) to the Partner: (i) at the address listed on the Order Form or the Partner’s registered office address (in the case of a corporate body); or (ii) by email to the address specified by the Partner as its legal notice email address on the Order Form or if not provided or undeliverable, to such other Partner contract email address as set out on the Order Form and updated from time to time.
24.2 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 24.1 or if sent by first class post, two Business Days after the date of posting, (b) 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 24.2 business hours means 9.00am to 5.00pm on Business Days.
24.3 This clause does not apply to the service of any proceedings or other documents in any legal action.
25.1 GBG and the Partner each agree to comply with all applicable anti-bribery, anti-corruption, and ethical trading laws and standards. Neither Party will offer, give, request, or accept any bribe or improper payment in connection with this Agreement. Both Parties will maintain policies and procedures to prevent bribery and unethical conduct.
25.2 Both GBG and the Partner undertake to not engage in Tax Evasion or the Facilitation of Tax Evasion in any territory and 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.
25.3 Each Party shall promptly and without undue delay, notify the other upon becoming aware of any breach of this clause 25.
26.1 GBG may need to update this Agreement from time to time. In particular:
(a) GBG can change any applicable Partner Additional Terms to reflect updates to Datasets, Sources suppliers, licensing terms, or changes in law or regulation. GBG will notify in writing the Partner of any such changes.
(b) GBG shall be entitled to make changes to the Agreement as required to reflect either: (a) a change in regulation, law or guidance and (b) to update the schedules within the DPA or 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 promptly notify the Partner of the change.
26.2 Save as set out in clause 26.1 all changes to this Agreement will be recorded in writing signed by both Parties.
26.3 The Partner must not transfer any of its rights or responsibilities under this Agreement to anyone else without GBG’s written permission. GBG won’t unreasonably withhold or delay such permission.
26.4 Notwithstanding clause 26.3, GBG will approve an assignment by the Partner as long as it does not (a) breach any legal or data protection requirements, (b) breach GBG’s contracts with its suppliers, or (c) involve a GBG competitor.
26.5 GBG may assign its rights and obligations to a GBG Group Company or a potential purchaser in a mergers and acquisitions transactions without the consent of the Partner.
26.6 The Partner must tell GBG within 5 Business Days if there’s a change in its ownership or control. If the new owner is a competitor of GBG or offers competing services, GBG may terminate the Agreement with immediate written notice within 60 days of the change.
26.7 Unless otherwise agreed in the Services Schedule or Order Form, the Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter, except where the DPA specifies that certain provisions must be subject to local governing laws.
26.8 Unless this Agreement clearly says otherwise, no part of it is meant to benefit or be enforced by anyone who isn’t a Party to it.
26.9 This Agreement is the entire agreement between the Parties and replaces any earlier written or spoken agreements about the same subject.
26.10 The Parties agree that: (a) either has entered into this Agreement based on any representation, warranty or statement or promise that isn’t included in it; and (b) Their only rights or remedies for any such statement or promise are for breach of contract.
