This Services Schedule is entered into pursuant to and forms part of the Master Partner Agreement (the “Agreement”) between GBG and the Partner. Capitalised terms used in this Services Schedule shall have the meanings given to them in the Master Partner Agreement – Core Terms unless otherwise defined herein. This Services Schedule sets out the specific terms, scope, and conditions applicable to the Services described below.
1.1 In this Agreement the following definitions shall apply:
“Additional Terms” means the special terms and conditions relating to particular Datasets and/or aspects of the Services as updated from time to time which are available at https://www.gbgplc.com/en/legal-and-regulatory/additional-terms-v5/go/.
“Annual Journey Volume” means the total number of Journeys initiated by the Partner within the Go Service Platform during each contractual year.
“Decision” means the amalgamation of Results to determine the next steps within the End User’s Journey.
"Document Library” means the template documents that the Service is trained to recognise and process as updated from time to time. This shall include all Identity Documents supported within the Service.
“FCRA” means the US Fair Consumer Reporting Act, 15 U.S.C §1681 et seq;
End User Registration Form” means the registration form to be completed by the Partner that sets out the necessary details to on-board End Users with the Services as updated from time to time which is available via this link: https://www.gbgplc.com/end-user-registration-form-no-signature“
Go Service Platform” means the interface through which data is passed by the End User via the Partner to the Service or through which the Service passes data to the End User via the Partner.
“Go Permitted Purpose” means the End User’s use of the Service for identity verification and fraud purposes and subject to any restrictions and/or conditions for the use of applicable Sources outlined in the Additional Terms.
“Identity Document” means a document processed via the Service, which may be used to prove a person’s identity and/or address. For example, a passport, driving licence, national identity card, utility bill or bank statement;
“Investigation” means the Customer Audit Trail (as defined in the DPA) and the review and reporting analytics tools in relation to Journeys and Users;
“Journey” means the end-to-end flow that Users build within the Go Service Platform to perform identity verification and fraud checks on its customers;
“Licence” means the scope of the licence granted to the Partner for the use of the Service as set out in the IPR clauses of the core term, clause 3 and 5 of this Service Schedule, Partner Additional Terms and the Order Form;
“Licence Fee” means the annual licence fee charges based on the estimated Annual Journey Volume conducted in each contractual year of the Term for the use of the Service as outlined in the Order Form
“Low Code/No Code Tools (“LC/NC Tools”) means a deployment approach available within the Go Service Platform that allows an Authorised User to manage Journeys entirely through GBG prebuilt components with minimal hard-coding or without the need to write any code.
“Preview Site” means access to the Service interface for the sole purpose of testing any integration, Journey and assessing whether the Services meets the Partner’s business requirements.
“Service” means GBG’s identity verification and fraud know your customer onboarding platform, GBG Go, provided by GBG pursuant to this Agreement which includes the provision of Dataset/Sources, Professional Services if selected, Standard Support Services.
“Service Page” means the dedicated webpage that includes relevant information about the Service, including details regarding, Standard Support Services, and Professional Services, available at [insert link]
“User Insights” means the functionality in Investigation that enables the Partner or GBG to generate reports in relation to User Activity which may contain Personal Data; usage reporting; analytics and any other functionality which may be added from time to time.
2.1 The Order Form incorporating this Service Schedule shall become effective on the Contract Start Date and will continue for the Initial Term and shall automatically renew for further Renewal Terms unless terminated earlier in accordance with this Agreement.
2.2 GBG will provide the Standard Support Services outlined in accordance with the terms outlined in the Service Page.
2.3 Where selected on the Order Form, GBG will provide the Professional Services in accordance with the terms outlined in the Service Page
2.4 The Partner shall be subject to the relevant Partner Additional Terms in accordance with the terms available[insert link]
3.1 Under this Service Schedule, GBG appoints the Partner to act as an Intermediary and to be its non-exclusive Partner for the promotion, sale, provision and general support of the Service when bundled and/or integrated with the Partner products to Prospects and End User.
3.2 The Partner is not permitted to promote, sell and support the Services through a third party.
3.3 The Partner shall ensure that each End User enters End User Terms incorporating the Minimum Terms set out in Appendix 1 to this Services Schedule.
3.4 The Partner shall also complete and submit to GBG a GBG End User Registration Form for each End User prior to activation of the Services.
3.5 GBG shall use the information provided to create an associated End User account on its systems, as required by GBG’s data Suppliers and internal compliance processes.
3.6 The Partner will comply with Clause 4 regarding End Users.
3.7 The Partner acknowledges that some of the Services under this Agreement may be provided directly by GBG or through one of its Group Companies. GBG reserves the right to delegate the performance of any of its obligations to its Group Companies as may be required.
4.1 The Partner acknowledges that, due to the nature of the Services and GBG’s obligations under Applicable Data Protection Laws and Supplier licence terms, GBG is required to conduct due diligence on all End Users who access or benefit from the Services directly or via the Partner’s products.
4.2 Where required by the applicable Datasets and/or Sources selected by the Partner or an End User, the Partner shall provide reasonable assistance and procure such assistance from the relevant End User, as GBG may reasonably require to complete any due diligence or onboarding checks required by GBG, its Suppliers or Applicable Laws.
4.3 The Partner shall ensure that End Users only use the Services for the Go Permitted Purpose.
4.4 To enable GBG to meet its obligations under clause 4.1, the Partner warrants that it will: (a) submit an End User Registration Form for each Prospect in line with GBG’s guidance; and (b) take reasonable steps to ensure the information provided is complete and accurate.
4.5 Before entering a binding commitment with an End User, the Partner warrants that it will: (a) provide the End User with its own End User Terms reflecting the Minimum Terms; and (b) ensure those terms clearly identify the GBG Datasets/Sources taken by referencing the relevant GBG Dataset ID number to comply with the Additional Terms.
4.6 GBG may refuse consent to sell or license the Services to a Prospect if it reasonably believes that: (a) the End User Registration Form is incomplete or inaccurate, (b) the End User is in a Restricted Territory, (c) the End User fails GBG or Supplier due diligence, d) the sale or licence could breach applicable laws, regulatory guidance, licences, or codes of practice, (e) the sale or licence could breach GBG’s Supplier contracts; or (f) the sale or licence could harm GBG’s reputation.
4.7 The Partner acknowledges that GBG may, where reasonable, require the Partner to: (a) immediately suspend an End User’s access without notice if the End User breaches, or GBG reasonably suspects a material breach of, the Minimum Terms; and (b) deactivate any End User account on a pay-as-you-go basis that has been inactive for 12 months or more, and notify the Partner promptly of such action. In these cases, GBG will inform the Partner and provide sufficient details to enable the Partner to carry out the suspension, termination, or deactivation on GBG’s behalf.
4.8 The Partner acknowledges that GBG may need to update the Minimum Terms, including Additional Terms for certain Datasets/Sources, to comply with Applicable Laws or data Supplier requirements. GBG will notify the Partner and require it to update its End User Terms, accordingly, including making any necessary amendments to existing agreements.
4.9 The Partner shall indemnify GBG against all liabilities, costs, expenses, damages, and losses arising from any third-party claim resulting from an End User’s breach or non-compliance with the Minimum Terms.
4.10 The Partner shall indemnify GBG against all liabilities, costs, expenses, damages and losses incurred by GBG as a result of the Partner’s failure to comply with its obligations as set out in clause 4.4and 4.5of this Service Schedule.
5.1 The Partner agrees that (a) the Service shall be used by End User’s solely for the Go Permitted Purpose, (b) The Services are not provided by a “consumer reporting agency” nor do the Services (nor any Results) constitute “consumer reports” as defined in the FCRA; and (c) the Services and Results may not be used as a factor in determining eligibility for credit, insurance, employment or any other purpose for which a consumer report may be used under the FCRA (or any other similar consumer credit law in the United States of America.
5.2 The Partner acknowledges that (a) any Journey templates provided by GBG as part of the Service are solely recommendations; and, (b) it is the Partner's responsibility to configure and create the correct Journey for the End User and produce a Decision that meets the Partner’s and/or End User’s business requirements.
5.3 Where applicable, the Partner acknowledges and agrees that the LC/NC Tools are provided “as is”, and that any Documentation relating to the LC/NC Tools is provided for information only, may be updated by GBG from time to time, and does not form part of this Agreement.
5.4 Investigation. The Partner must and shall ensure that its End Users and Users must not upload or populate unrelated information within Investigation, including but not limited to bank account details, social security numbers (SSN), financial information, sensitive personal information as defined under Applicable Data Protection Law (such as medical information), or malicious content (“Prohibited Material”). Information populated must only be relevant to the Transaction and should therefore exclude any Prohibited Material. GBG shall not be liable to the Partner and/or End User or any claim made by a third party for loss, damage, or liability arising from the Partner’s failure to comply with the provisions of this clause 5.4.
5.5 The Partner and/or the End User must “opt in” to User Insights within Investigation to utilise its capabilities and generate reports.
5.6 Preview Site. Access to the Preview Site will be provided to the Partner for the Term of the Agreement. Access to the Preview Site shall be allowed without Charge up to an agreed figure (“Monthly Preview Volume”) provided that, (a) The Service is not being used for any productive or commercial purpose, and (b) The Service is only being used for processing the Partner’s existing End User.
5.7 The Partner agrees that any usage in excess of the Monthly Preview Volume will be charged in accordance with the Charges outlined in the Order Form. Any amount not used in the month period to which the Monthly Preview Volume applies cannot be carried over into subsequent periods.
5.8 The Partner shall not make available the Preview Site or any information derived by use of, reference to, or comparison with the Preview Site to any person, or use of any of the same other than solely for the purpose of trialling the Service; nor shall the Partner use the Preview Site in the provision of any services to any other individual or organisation for gain or otherwise unless such use is specifically authorised in writing by GBG.
5.9 Notwithstanding the Standard Support Services, the Partner acknowledges that the technical specification and operation of the Preview Site and the service levels, response times, support or maintenance provided in relation to the Preview Site shall be at GBG’s discretion.
5.10 The Partner acknowledges that all Intellectual Property Rights in and to any documents generated as a result of the provision of Professional Service or Standard Support Service, including any template Identity Documents added to the Document Library for the addition of new document types, shall belong to and continue to belong to GBG.
6.1 The Partner acknowledges that the Licence Fee is based on the estimated Annual Journey Volume as detailed on the Order Form. During each contractual year and prior to any Renewal Term, GBG will evaluate the Annual Journey Volume. In the event the actual Annual Journey Volume exceeds the estimated Annual Journey Volume by more than 10% in any contractual year, GBG shall be entitled to amend the Licence and increase the Licence Fee in line with the updated estimated Annual Journey Volume for the following contractual year or for any Renewal Term.
6.2 Without prejudice to any other price increase provision in the Core Terms or this Service Schedule, on renewal GBG reserves the right to increase all Charges by no more than 15%.
6.3 Subject to any price increase provision as set out in the Core Terms or this Service Schedule, on renewal, all Charges shall renew automatically in line with the Partner’s existing Order (including any applicable Licence Fee and Prepayments). GBG shall invoice the Partner for the Charges applicable to that Renewal Term.
7.1 Notwithstanding clauses 14.1, 14.2 and 14.3 of the Core Terms the Partner’s liability per each End User in respect of: (a) clause 4.9 of this Service Schedule (Indemnity) shall be limited in aggregate to a sum equal to £1,000,000 GBP (or equivalent in local currency); (b) clause 4.10 of this Service Schedule (Indemnity) shall be limited to a sum equal to £1,000,000 GBP (or equivalent in local currency).
8.1 Where the Additional Terms specifies GBG’s role as a processor , and GBG processes End User Data or Supplier Data to provide it: (a) the End User is the controller of its End User Data provided through the Services,(b) the End User is the controller of the Results it receives; and (c) the Partner is appointed by the End User as its authorised processor of the End User Data and Results, and the End User authorises GBG as the Partner’s processor in accordance with the processor terms in the DPA.
8.2 Where the Partner uses GBG’s Identity Document modules/sources that performs face match and liveness tests as part of the Service, where appropriate, the Partner and/or End User is required to obtain express written consent from each Data Subject being verified, in accordance with the Agreement and Applicable Data Protection Laws. The Partner therefore acknowledges that such laws (e.g. Biometric Information Privacy Act (740 ILCS 14/ in Americas or under UK GDPR/EU GDPR) may require the Partner to disclose GBG’s processing of Biometric Data (as defined in the DPA) to the Data Subject and/or link back to GBG’s privacy notice to disclose the processing details. GBG’s privacy notice is available at https://www.gbgplc.com/en/legal-and-regulatory/products-services-privacy-policy/
8.3 As part of the Service, the Partner may provide, or GBG may request, samples of Identity Documents to help improve the accuracy of GBG’s Document Library. In such cases, the Partner and/or the End User shall be responsible for obtaining the express Consent (as defined in the DPA) of the Data Subject for the collection and Processing of the Data Subject’s Personal Data for this purpose, together with complying with all other requirements under Applicable Data Protection Laws.
Partner will require each of its End Users to agree to Partner End User Terms for the Service which will reflect in substance the Minimum Terms. The End User acknowledges that GBG is not a party to their agreement with the Partner and consequentially it shall not be entitled to bring any claims against GBG directly:
1. Proprietary Rights. Partner’s End Users’ use of the Service does not transfer any right, title, or interest to the Services to the End User, except as explicitly provided in the commercial agreement between End User and Partner (the “End User Terms”). The Partner’s End Users acknowledge that all Intellectual Property Rights in and to any Insights created by GBG continue to belong to GBG.
2. Minimum Terms and Additional Terms. The Partner’s End Users will comply with the Additional Terms available athttps://www.gbgplc.com/en/legal-and-regulatory/additional-terms-v5/go/: as applicable to the Datasets such End User procures. Partner may be required from time to time to make updates to the End User Terms, in particular the Additional Terms that apply to certain Datasets.
3. Changes to the Service.
3.1 End Users will comply with reasonable instructions from Partner which are necessary to maintain the Service provided by GBG; and
3.2 Partner or GBG may suspend End User’s access to the Service for mandatory operational reasons such as repair, maintenance or improvement or because of an emergency, however Intermediary shall ensure that the Service is restored as soon as possible following suspension.
4. End User Obligations. The End User agrees:
4.1 To use the Service in accordance with the Go Permitted Purpose. and agrees that the Services are not provided by a “consumer reporting agency” nor do the Services (nor any Results) constitute “consumer reports” as defined in the FCRA; and c) the Services and Results may not be used as a factor in determining eligibility for credit, insurance, employment or any other purpose for which a consumer report may be used under the FCRA (or any other similar consumer credit law in the United States of America.
4.2 That none of the activities for which it shall use the Services will constitute, involve or facilitate, either directly or indirectly, the commission of any unlawful or illegal act or infringement of the rights of any person.
4.3 To comply with all Applicable Laws which apply to the End User in connection with its use of the Service;
4.4 That it is responsible for the configuring the correct Journey via the Partner and producing a Decision that meets their business and regulatory requirements and that any templates providing by GBG to the Partner as part of the Service are solely recommendations.
4.5 to be responsible for the provision of the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Service, if any;
4.6 to be responsible for the configuration and management of its access to the Service including the configuration of its network, firewall, DNS, routers and personal computers; and
4.7 only access and integrate with the Services as permitted by Partner and shall not attempt at any time to circumvent system security or access the source software or compiled code for any other purpose.
4.8 not to resell (or attempt to resell) or sub-licence (or attempt to sub-licence), transfer (or purport to transfer) the Service (or any part of facility of it, including the Results) to any third party, except as permitted in the Partner End User Terms.
4.9 To be responsible for the completeness of all End User Data provided as part of its use of the Service in accordance with Applicable Data Protection Laws;
4.10 To retain back-up copies of all End User Data in accordance with Applicable Data Protection Laws.
5. Suspension.
5.1 The Partner or GBG may suspend the End User’s access to the Service immediately and without providing notice in the event in the event that Partner or GBG, acting reasonably, demonstrates that the End User has committed a material breach of the Minimum Terms, including the Additional Terms.
6. Security. End User agrees to:
6.1 Take all necessary steps to ensure that User IDs are kept confidential, secure, are used properly by Authorised Users and are not disclosed to any unauthorised parties whether intentionally or otherwise; and
6.2 Inform Partner if there is any reason to believe that a User ID or Password has or is likely to become known to an unauthorised user or is being or is likely to be used in an unauthorised way and where the End User is able to do so, take such action as required to prevent or cease such unauthorised use.
7. Confidentiality.
7.1 End User will maintain the confidentiality of any confidential information of Partner or its relevant third parties (such as GBG and its Suppliers) that End User obtains in connection with this Agreement.
8. Audits.
8.1 If required to comply with applicable law or regulation, Intermediary is entitled to appoint a mutually-agreed third-party auditor (not to be unreasonably withheld or delayed) to conduct an audit of End User’s compliance with the Minimum Terms, subject to:
8.2 the Auditing Party and its third-party auditor’s agreement to reasonable and appropriate confidentiality undertakings;
8.3 the third party auditor conducting audits during End User’s normal business hours and in a manner that does not materially disrupt, delay or interfere with the End User’s business.
8.4 Audits shall not be carried out on more than one occasion per year unless GBG can reasonably demonstrate that the End User is in material breach of the Minimum Terms.
8.5 If any audit undertaken in accordance with this clause identifies a material breach of the Minimum Terms by the End User, then the End User shall take the necessary steps to comply with its obligations.
9. Data Protection
9.1 Where utilised, the End User acknowledges that the Service performs face match and liveness tests, which involve Processing of biometric data for Identity Document authentication purposes. This is a special category of Personal Data under Applicable Data Protection Laws, which requires explicit written consent to be given by the Data Subject as a condition for Processing such data. The End User acknowledges that GBG has no interaction with the Data Subject, and as a consequence it will be the responsibility of the End User to obtain and log the Data Subject’s explicit written consent on GBG’s behalf and inform the Data Subject that GBG is acting as a separate independent controller, where relevant.
9.2 The End User shall, where required under Applicable Data Protection Laws and in accordance with all its obligations under the DPA, disclose GBG’s processing of biometric data to the Data Subject and/or provide a link to GBG’s privacy notice to disclose the processing details which can be found here: https://www.gbgplc.com/en/legal-and-regulatory/products-services-privacy-policy/.
9.3 As part of the Service, the End User may provide or GBG may request samples of Identity Documents to improve the accuracy of GBG’s Document Library. In such event, the End User shall be responsible for obtaining the express Consent (as defined under Applicable Data Protection Law) of the Data Subject for the collection, and Processing of the Data Subject’s Personal Data for such purpose together with any other requirements under Applicable Data Protection Laws.
10. Investigation
10.1 For each individual checked, the name of the Dataset/Source, the Data Subject’s personal data, the match result, the date and time matched, and a unique log number will be recorded by the Service within Investigation.
10.2 The End User must communicate its End User’s data retention requirements to GBG via the Partner in Investigation prior to accessing the Go Service Platform.
10.3 The End User or the Partner has the ability to amend the data retention period in Investigation. Upon the reduction of the data retention by the End User or the Partner on behalf of the End User, any End User Data or other records that exceed the new retention period will become irretrievable. This means that all End User Data stored prior to the revised data retention period will be permanently deleted and cannot be recovered by any means.
10.4 Where applicable, in following the End User’s instructions, directly or via the Partner, GBG shall not be liable for any loss or damage, including direct or indirect, incidental or consequential damages arising from or related to the deletion of the End User Data in Investigation.
10.5 The End User must not upload unrelated information within Investigation, including but not limited to bank account details, social security numbers (SSN), financial information, sensitive personal information as defined under Applicable Data Protection Law (such as medical information), or malicious content (“Prohibited Material”). Uploaded information must only be relevant to the Transaction and should therefore exclude any Prohibited Material. GBG shall not be liable to the End User or any claim made by a third party for loss, damage, or liability arising from the End User’s failure to comply with the provisions of this clause 10.5.
10.6 Where applicable, the End User must “opt in” to ” to User Insights within Investigation to utilise its capabilities and generate reports.
