GBG|Connexus Web Services Agreement v2.0 (06.06.2016)

Web Services Agreement

GENERAL TERMS AND CONDITIONS

These General Terms shall apply to all use of the Service. Additional Terms may also apply depending on the specific Services purchased from GBG. These Additional Terms are attached to this Agreement as appendices and shall form part of the Agreement where selected.

 

1. DEFINITIONS AND INTERPRETATION

1.1 In these General Terms the following definitions shall apply:

“Additional Terms” means the special terms and conditions relating to particular aspects of the Service as set out in the appendices to this Agreement which will apply if the Client has selected that aspect of the Service on the Order Form.

“Agreement” means the Additional Terms, these General Terms, and the relevant Order Form, which in the case of conflict rank in the order of precedence set out above.

“Business Day” means Monday to Friday (excluding public and bank holidays in England).

“Charges” means the charges set out in the Order Form during the Initial Period and thereafter shall mean GBG’s standard pricing.

“Client” means the organisation, firm, company or public authority named on the Order Form that receives the Service provided by GBG.

“Client Information” means data and any other materials provided or otherwise made available to GBG by or on behalf of the Client. This may include Personal Data on individuals such as the Client’s employees and customers.

“Confidential Information” means any information relating to the business of the disclosing Party which is not publicly available including, but not limited to, (i) Client Information, information regarding the business, affairs, customers, clients, suppliers, 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 Output Material; (iii) the existence and terms of this Agreement; and (iv) any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing Party.

“Contract Start Date” means the date specified as the contract start date on the Order Form.

“Data” means the data that is provided by GBG or its third party licensors as part of the provision of the Service. Any additional terms relating to the use of the Data will be detailed within the applicable Additional Terms.

“Data Subject” means a living individual about whom a Data Controller holds Personal Data. For the purposes of this agreement, this may include an individual whose details are provided to GBG by the Client as part of the Client Information or whose details are contained within the Data.

“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 a Party’s own); 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); epidemic; compliance with any law or governmental order, rule, regulation or direction; and/or default, non-performance or late performance of suppliers or sub-contractors.

“GBG” means GB Group plc of The Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB registered in England No 2415211, including its authorised sub-contractors and agents. “Group Company” means in relation to a Party, that Party, any subsidiary or holding company from time to time of the Party and any subsidiary from time to time of a holding company of that Party, as defined by s1159 of the Companies Act 2006, as amended from time to time. “Helpdesk” means the helpdesk facility provided by GBG to handle enquiries and administration for the Service.

“Initial Period” means the period specified on the Order Form starting on the Contract Start Date.

“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.

“Order Form” means the order form annexed to or relating to this Agreement as accepted by the Parties.

“Output Material” means all information and Data provided to a Client by GBG including the results of any enquiry or search, reports, certificates or management information relating to the Client’s use of the Service.

“Party” means a party to this Agreement and “Parties” shall be construed accordingly.

“Permitted User” means anyone who has been given a unique, confidential, user name and password to gain access to the Service by the Client in accordance with the terms of this Agreement, subject to any restrictions on the number of Permitted Users set out in the Order Form.

“Personal Data” means data which relates to a living individual who can be identified (i) from that data, or (ii) from that data and other information which is in the possession of, or is likely to come into the possession of, the Data Controller and includes any expression of opinion about the individual and any indication of the intentions of the Data Controller or any other person in respect of the individual.

“Prepayments” means the prepayments of the Charges to be made by the Client as indicated on the Order Form.

“Privacy and Data Protection Requirements” the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

“Renewal Period” means each period of 12 months commencing on the expiry of the Initial Period and each anniversary thereafter.

“Service” means the GBG|Connexus service and the Standard Support Services as detailed in the Order Form together with any other ancillary services provided by GBG to the Client pursuant to this Agreement.

“Standard Support Services” means the standard support services as indicated on the Order Form provided in accordance with the terms of Schedule 1 “System Administrator” means the individual(s) named as such on the Order Form or their replacement(s) as notified to GBG by the Client who will be familiar with the use of the Service and be the first point of contact for all Permitted Users of the Service.

“User Profile” means the specific configuration of the Service created for the Client as detailed on the Order Form.

1.2 The headings in this Agreement do not affect its interpretation.

1.3 References to clauses, sections and appendices are to clauses, sections and appendices of this Agreement.

1.4 Words in the singular include the plural and vice versa.

1.5 A reference to “writing” or “written” does not include electronic mail or facsimiles.

 

2. TERM OF THE AGREEMENT

2.1 This Agreement will start on the Contract Start Date and will continue for the Initial Period and shall automatically renew for further Renewal Periods unless terminated earlier in accordance with clause 7.3 or clause 11 of these General Terms.

 

3. PROVISION OF THE SERVICE

3.1 GBG will provide the Client with the Service detailed in the Order Form in accordance with the terms set out in this Agreement.

3.2 GBG will use reasonable endeavours to provide the Service in accordance with any timetable agreed with the Client. However, the Client acknowledges and accepts that any dates given by GBG are estimates only and that delivery of the Service will be dependent upon the Client’s timely cooperation with GBG as well as other factors outside of GBG’s reasonable control.

3.3 The Client acknowledges and accepts that occasionally GBG, in providing the Service, may be required to:

(a) change the technical specification of the Service for operational reasons, however, GBG will ensure that any change to the technical specification does not materially reduce or detrimentally impact the performance of the Service;

(b) give the Client instructions which it reasonably believes are necessary for reasons of health, safety or the quality of any Service provided by GBG and the Client shall comply with such instructions; and

(c) suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency, in which case GBG will give the Client as much on-line, written or oral notice as possible and shall ensure that the Service is restored as soon as possible following suspension.

3.4 The Client shall be responsible for:

(a) ensuring that it has a minimum of one System Administrator who is familiar with the use of the Service and can act as the first point of contact for all Permitted Users of the Service;

(b) informing GBG of any changes to the Client’s System Administrator’s contact details without undue delay;

(c) providing the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Service;

(d) the configuration and management of access to the Service including configuration of the Client’s network, firewall, DNS, routers, personal computers and User Profile; and

(e) obtaining GBG’s prior written consent to any integration of the Service into a website or call centre application which the Client may wish to undertake; and

(f) any work required for any integration approved by GBG.

3.5 The Client must inform GBG, without undue delay, of any changes to the information which the Client supplied within the Order Form.

 

4. USE OF THE SERVICE

4.1 The Client shall comply with these General Terms and all relevant Additional Terms to this Agreement.

4.2 The Client must ensure that any software, equipment and materials which are used with the Service:

(a) are connected and used in accordance with any instructions and security procedures specified by GBG or other relevant third party licensor;

(b) are technically compatible with the Service and meet the minimum technical specifications detailed on the Order Form.

4.3 The Client shall only access the Service as permitted by GBG and shall not attempt at any time to circumvent system security or access the source software or compiled code.

4.4 The Service is provided solely for the Client’s own internal use. The Client must not resell or attempt to resell the Service (or any part or facility of it, including the Output Material) to any third party without first entering into an appropriate agreement signed by an authorised representative of GBG.

4.5 The Service may only be used by the Client to cleanse and enhance Client Information for the purpose of updating and/or verifying the Client Information and/or making contact with a Data Subject within the Client Information.

4.6 The Client must not use the Service for the purposes of identifying Data Subjects where the Client does not have the relevant permission or consent from the Data Subject in accordance with the Privacy and Data Protection Requirements.

4.7 The Service is protected by Intellectual Property Rights. The Client must not do any of the following or permit anyone else to do any of the following:

(a) copy, store, adapt, modify, transmit or distribute the Service except to Permitted Users or permit anyone else to do the same;

(b) sell, transfer, sub-licence, distribute, commercially exploit or otherwise make available the Service to, or use it for the benefit of any third party.

4.8 The Client shall be responsible for the creation, maintenance and design of all Client Information.

4.9 The Client 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 Client and its use of the Service including those which relate to the provision of Client Information.

4.10 The Client is responsible for the acts and omissions of all Permitted Users of the Service and is liable for any failure by a Permitted User to perform or observe the terms and conditions of this Agreement including without limitation to the provisions set out in the Additional Terms and any instructions issued under clauses 3.3(b) and 4.2.

4.11 If the Client uses the Service in contravention of this clause 4 then GBG shall be entitled to treat the contravention as a material breach of this Agreement which cannot be remedied for the purposes of paragraph 11.3(c)(b)

 

5. SECURITY

5.1 The Client is responsible for the security and proper use of all user identities (“User IDs”) and passwords used in connection with the Service (including changing passwords on a regular basis).

5.2 The Client shall take all necessary steps to ensure that User IDs are kept confidential, secure, are used properly and are not disclosed to any unauthorised parties. For the avoidance of doubt, the Client will be responsible for all Charges for the Service where its User ID has been used to access the Service.

5.3 The Client 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 someone not authorised to use it or is being or is likely to be used in an unauthorised way.

5.4 GBG reserves the right to suspend User ID and password access to the Service if at any time GBG reasonably considers that there is or is likely to be a breach of security or misuse of the Service and/or to require the Client to change any or all of the passwords used by the Client in connection with the Service.

 

6. CHARGES AND PAYMENT

6.1 The Client shall pay all Charges due under this Agreement within 28 days of the date of the invoice. The due date for all invoices issued by GBG shall be 28 days from the date of the invoices.

6.2 If specified in the Order Form that the Client is to pay the Charges in advance or by direct debit then such payments shall be made on or before the date specified in the Order Form.

6.3 Charges will be invoiced and paid in pounds sterling unless otherwise agreed in the Order Form. Where applicable, Value Added Tax (or any other applicable tax or charge in a country where the Service is provided) will be added to the Charges.

6.4 If the Client fails to pay any part of the Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at an annual rate of 8% above the base lending rate of National Westminster Bank plc from time to time accruing at a daily rate until payment is made in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.5 In the event of late payment, if the Client undergoes a restructure or re-organisation, or if the Client has been affected by one of the circumstances listed in clause 11.3, on receipt of GBG’s reasonable request, the Client shall pay a deposit or provide a guarantee as security for payment of future invoices for the Service.

6.6 The Client shall make all payments due under this Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise.

6.7 If the Client breaches any term of this Agreement and the Client has received preferential pricing or payment terms under this Agreement, any preferential pricing or payment terms shall cease to apply immediately upon GBG’s notice to the Client. At GBG’s sole discretion, if the Client’s breach is capable of remedy, GBG may specify in the notice a time period within which the Client must remedy the breach to avoid the cessation of the preferential pricing or payment terms. In the event that any preferential pricing or payment terms cease to apply pursuant to this clause 6.8, GBG’s standard pricing and payment terms will apply in respect of the Client’s continued use of the Service and use throughout the entirety of the Initial Period and any Renewal Period (including the Client’s use of the Service prior to such cessation) and the Client shall account to GBG immediately upon written demand for any shortfall in the Charges paid by the Client.

6.8 If the Client has received preferential pricing or payment terms under this Agreement or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing between the Parties, GBG’s standard pricing and payment terms will prevail in respect of the Client’s continued use of the Service after the Initial Period.

6.9 After the expiry of the Initial Period GBG shall be entitled to increase the Charges by giving the Client not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not revise the Charges before the end of the Initial Period.

 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Client acknowledges that all Intellectual Property Rights in the Service and the Output Materials belong and shall continue to belong to GBG and/or GBG’s third party suppliers. GBG grants a non-transferable licence to the Client to use the Service and Output Material in accordance with the terms of this Agreement.

7.2 GBG acknowledges all Intellectual Property Rights in the Client Information belong and shall continue to belong to the Client. The

Client grants to GBG a non-transferable, non-exclusive, royalty free licence to use, disclose and copy the Customer Information to enable GBG to provide the Service and carry out its obligations under this Agreement.

7.3 If any third party makes or threatens to make a claim against GBG, the Client or one of GBG’s third party suppliers that the use of the Service and/or Output Material 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 Service that is subject to the infringement claim made by the third party;

(b) modify the Service, or item provided as part of the Service, so as to avoid any alleged infringement, provided that the modification does not materially affect the performance of the Service;

(c) terminate the Agreement upon written notice to the Client and provide a refund to the Client of any Prepayment made by the Client which at the date of termination has not been and will not be credited against Charges due to GBG.

7.4 GBG will indemnify the Client against all liabilities, costs, expenses, damages and losses incurred by the Client as a direct result of any third party making or threatening to make a claim against the Client that the Client’s use of the Service and/or Output Material in accordance with the terms of this Agreement infringes that third party's Intellectual Property Rights (a “Claim”), provided that the Client:

(a) notifies GBG promptly in writing of any Claim;

(b) makes no admission or compromise relating to the Claim or otherwise prejudice GBG’s defence of such Claim;

(c) allows GBG to conduct all negotiations and proceedings in relation to the Claim; and

(d) gives GBG all reasonable assistance in doing so (GBG will pay the Client’s reasonable expenses for such assistance).

7.5 The indemnity in clause 7.4 does not apply to any Claim arising as a result of the use of the Service in conjunction with software, materials, equipment and/or services which GBG have not supplied pursuant to this Agreement or to Claims caused by designs or specifications made by the Client, or on the Client’s behalf.

7.6 The Client warrants that:

(a) it will not use or exploit the Intellectual Property Rights in the Service or Output Material or permit others to use or exploit the Intellectual Property Rights in the Service or Output Material outside of the terms of the licence granted to the Client in clause Error! Reference source not found. of this Agreement;

(b) the use of the Service in conjunction with any software, equipment, materials and/or services (which are not supplied by GBG) will not infringe the rights of any third party; and

(c) GBG’s compliance with any designs or specifications provided by the Client, or on the Client’s behalf will not infringe the rights of any third party.

 

8. CONFIDENTIALITY AND PUBLICITY

8.1 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 8.3, 8.4 and 8.5 or to the extent necessary for the proper performance of this Agreement.

8.2 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.

8.3 Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.

8.4 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 this Agreement. 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 8; and

(b) as may be required by law, court order or any governmental or regulatory authority;

8.5 For the purposes of clause 8.1, Confidential Information shall not include information which:

(a) is or becomes generally available to the public (other than through a breach of this Agreement);

(b) is lawfully in the possession of the other Party before the disclosure under this Agreement 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 or may be disclosed.

8.6 Notwithstanding the terms of this clause 8, once the Order Form has been signed by both Parties, GBG may issue a press release (or if GBG wishes, another form of public communication) relating to the Parties’ entry into this Agreement.

 

9. DATA PROTECTION

9.1 Both Parties warrant that they will comply with their respective obligations under the Privacy and Data Protection Requirements.

9.2 The Parties acknowledge that for the purposes of this Agreement, the Client will be the Data Controller and GBG will be the Data Processor, as defined under the Data Protection Act 1998.

9.3 Where GBG processes Personal Data on the Client’s behalf, GBG acting as Data Processer will:

(a) act on and comply with the Client’s instructions with regard to the processing of its Personal Data; and

(b) take reasonable steps to ensure the reliability of all GBG’s employees who have access to the Client’s Personal Data; and

(c) take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and

(d) where an individual exercises his or her right under any laws in respect of Personal Data processed by GBG on the Client’s behalf or where the Client is required to deal or comply with any assessment, enquiry, notice or investigation by any regulatory or legal body, GBG will co-operate with the Client’s reasonable requests to enable it to comply with its legal obligations which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.

9.4 The Client acknowledges and agrees that it is responsible for:

(a) obtaining the informed consent (permission) of any Data Subjects whose Personal Data is provided to GBG as part of the Client Information prior to use of the Service.

(b) creating and maintaining an audit trail of all informed consents received from each individual Data Subject under clause 9.4(a) above.

9.5 The Client shall ensure that the consent provided by a Data Subject in accordance with clause 9.4 complies with Privacy and Data Protection Requirements and is sufficient to allow GBG to access, use, store, transfer and process the Data Subject’s Personal Data in accordance with the terms of this Agreement.

9.6 The consent wording must also include reference to the fact that, where appropriate and relevant for the provision of the Service, Personal Data will be transferred outside the European Economic Area ("EEA") in order to perform identity verification or checking and that those countries outside the EEA may not have protections in place for personal data as extensive as those within the EEA.

9.7 As the Client’s Data Processor (or otherwise) GBG relies on its Clients for direction as to the extent to which it is entitled to process any Personal Data provided to it by the Client. Consequently GBG will not be liable for any claim brought by an individual (whose Personal Data is provided to GBG by the Client) arising from the processing of Personal Data undertaken by GBG in accordance with instructions given to it by the Client or in the provision of the Service in accordance with the terms of this Agreement.

 

10. LIABILITY

10.1 Neither Party excludes or limits its liability for death or personal injury resulting from its negligence, fraudulent misrepresentation or any other type of liability that cannot by law be excluded or limited.

10.2 Neither Party excludes or limits its liability in respect of clauses 7 (Intellectual Property Rights), 8 (Confidentiality) and 9 (Data Protection) of this Agreement.

10.3 The Client does not exclude or limit its liability arising from or in connection with any misuse or unauthorised use of the Service or the Output Materials or any use of the Service or the Output Materials that is not expressly permitted under this Agreement or otherwise expressly authorised by GBG.

10.4 Subject to clauses 10.1 and 10.2, each Party’s aggregate liability to the other Party under or in connection with this Agreement, whether such liability arises in contract, tort (including, without limitation, negligence) misrepresentation or otherwise, shall be limited to either the Charges payable in the 12 month period preceding the breach or £5,000, whichever is the greater.

10.5 Subject to clauses 10.1 and 10.2, neither Party shall be liable for loss of profits, business or anticipated savings, loss or destruction of data, loss of use of data, loss of reputation, loss of goodwill, any special, indirect or consequential loss or damage.

10.6 Due to GBG’s reliance on third party data suppliers, and telecommunication services, over which GBG has no direct control, GBG cannot warrant:

(a) the accuracy, suitability for purpose/requirements and/or uninterrupted availability of the Service or Output Materials;

(b) that the use of the Service and/or the Output Materials will meet the Client's business requirements and the Client accepts that the Service was not designed or produced to its individual requirements and that it was responsible for its selection.

Consequently, the Client agrees that except as expressly set out in this Agreement, all warranties, conditions and other terms relating to the Service and this Agreement whether express or implied by law, custom or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.

10.7 The Parties acknowledge that damages alone may not be an adequate remedy for a breach by the other Party of clauses 4 (Use of the Service) 7 (Intellectual Property Rights), 8 (Confidentiality) and 9 (Data Protection) of this Agreement. 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.

 

11. SUSPENSION AND TERMINATION

11.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG acting reasonably suspects that the Client has committed a material breach of any term of this Agreement.

11.2 Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period or on the expiry of a Renewal Period.

11.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:

(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;

(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;

(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);

(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;

(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;

(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;

(h) an application for an administration order is issued at court in respect of the other Party;

(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or

(j) any event analogous to any of clauses 11.3 (c) to (i) above occurs in any jurisdiction.

11.4 When this Agreement terminates the Client will:

(a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and

(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.

11.5 When this Agreement terminates the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.

11.6 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.

11.7 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 11.4.

 

12. AUDIT RIGHTS

12.1 GBG is required by its third party data suppliers and regulatory bodies to include a right of audit in all of its Client Agreements. The following provisions of this clause 12 are to give effect to that requirement.

12.2 Upon reasonable prior written notice to the Client and upon reasonable grounds, GBG shall be entitled to conduct an on-site audit or to appoint a third party auditor to conduct an on-site audit of the Client's premises used in connection with the Service for the purposes of investigating the Client’s compliance with its obligations under this Agreement.

12.3 Audits shall not be carried out on more than one occasion per year of this Agreement unless GBG reasonably believes that the Client is in material breach of the Agreement or unless GBG is required to do so by any regulatory body with competent jurisdiction or one of GBG's third party suppliers engaged in connection with the Service. GBG or its auditor may be accompanied by representatives of any such regulatory body or third party supplier in respect of any such audit imposed on GBG.

12.4 All audits will be conducted in a manner that does not materially disrupt, delay or interfere with the Client's performance of its business and shall be carried out at the expense of GBG or its third party suppliers. Should the audit reveal a breach of the Agreement by the Client, the Client shall reimburse GBG or its third party suppliers for the full cost of the audit.

12.5 The Client shall provide GBG (or any regulatory body or third party supplier as relevant) with full access to its premises, employees, computers, IT systems and records as required for the purpose of any such audit.

12.6 Prior to undertaking an audit under this clause 12 GBG shall be entitled (but not obligated) to submit to the Client questions regarding the Client’s performance of its obligations under this Agreement. The Client shall respond to these questions within 14 days of receiving such request. The submission of questions under this clause 12.6 will not prejudice GBG’s audit rights under this clause.

 

13. DISPUTE RESOLUTION

13.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute”) then the Parties shall follow the procedure set out in this clause 13, specifically:

(a) either 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 Client shall attempt in good faith to resolve the Dispute;

(b) if the authorised representatives of GBG and the Client are for any reason unable to resolve the Dispute within 10 Business Days of service of the Dispute Notice, the Dispute shall be escalated to senior officers of GBG and the Client who shall attempt in good faith to resolve the matter; and

(c) if the senior officers of GBG and the Client are for any reason unable to resolve the Dispute within 30 Business Days of it being referred to them, the parties will 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 of England and Wales in accordance with clause 18.2 of this Agreement.

13.2 Notwithstanding clause 13.1 above, the Parties shall be entitled to seek injunctive or other equitable relief at any point should that Party deem it necessary to protect the legitimate business interests of that Party.

 

14. NON-SOLICITATION

14.1 Neither Party shall directly or indirectly (whether alone or in conjunction with or on behalf of any other person, business or organisation) solicit or entice away (or attempt to solicit or entice away) any person employed or engaged by the other Party or the other Party's Group Company in connection with this Agreement during the term of this Agreement or for a further period of 12 months after the termination of this Agreement other than by means of an advertising campaign open to all comers and not specifically targeted at any of the other Party’s or the other Party's Group Companies' staff.

14.2 If either Party breaches clause 14.1 it shall, on demand, pay to the other Party a sum equal to one year's basic salary or the annual fee that was payable by the other Party to that employee, worker or

independent contractor plus the recruitment/sourcing costs incurred by the other Party in replacing such person. The Parties agree that this sum is proportionate to both Parties’ interests in enforcing the provisions of this clause 14.

 

15. EVENT OF FORCE MAJEURE

Neither Party shall be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. 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 three consecutive months, the Party not affected may terminate this Agreement immediately by giving written notice to the affected Party.

 

16. NOTICES

16.1 Notices required to be given under this Agreement must be in writing and may be delivered by hand or by courier, or sent by first class post to the following addresses:

(a) to GBG at its registered office address and marked for the attention of the Company Secretary,

(b) to the Client at the address to which the Client asks GBG to send invoices or the Client's registered office address (in the case of a corporate body).

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 this clause 16.1;

(b) if sent by first class post, two Business Days after the date of posting.

16.3 This clause does not apply to the service of any proceedings or other documents in any legal action.

 

17. MISCELLANEOUS

17.1 Save where expressly provided for elsewhere in this Agreement, if either Party wishes to change this Agreement, the Parties agree that each Party will:

(a) notify the other detailing the proposed change and the reason for it;

(b) discuss the proposed change;

(c) notify each other whether the proposed change is feasible and the likely financial, contractual, technical and other effects of the proposed change;

(d) decide whether it agrees to this Agreement being amended to incorporate the change and notify the other Party.

17.2 Agreed changes to this Agreement will be recorded in writing and will form part of this Agreement when signed by authorised signatories of both Parties.

17.3 The Client may not assign or transfer (in whole or part) any of its rights or obligations under this Agreement, without GBG’s prior written agreement (which must not be unreasonably withheld or delayed).

17.4 GBG will inform the Client if it assigns or transfers (in whole or part) any of its rights or obligations under this Agreement.

17.5 Save where expressly stated in the Additional Terms, a person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

17.6 This Agreement constitutes the entire agreement between the Parties and replaces and supersedes all previous written or oral agreements relating to its subject matter.

17.7 The Parties agree that:

(a) neither Party has been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and

(b) in connection with this Agreement 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.

17.8 If any provision of this Agreement (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 this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

17.9 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all counterparts shall together constitute the same Agreement. No counterpart shall be effective until each Party has executed at least one counterpart.

17.10 No failure or delay by a Party to exercise any right or remedy under this Agreement 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.

17.11 Unless otherwise stated herein, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any other rights or remedies provided by law.

 

18. GOVERNING LAW AND JURISDICTION

18.1 By entering into this Agreement, the Parties warrant that they each have the right, authority and capacity to enter into and be bound by the terms and conditions of this Agreement and that they agree to be bound by these.

18.2 This Agreement 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 of England and subject to clause 13 both Parties submit to the exclusive jurisdiction of the English Courts, save that GBG may elect to bring proceedings against the Client in the courts of any jurisdiction where the Client or any of the Client's property or assets may be found or located.

 

GBG|Connexus Web Services Agreement v2.0 (06.06.2016)

Web Services Agreement

ADDITIONAL TERMS

The whole of this section applies to the Agreement, in addition to the General Terms and any applicable Schedule. Any definition not provided in these Additional Terms shall have the same meaning as set out elsewhere in the Agreement.

 

APPENDIX 1 – MORTALITY REGISTERS

The data that GBG uses for Mortality Data Services is provided by GBG’s mortality data supplier. GBG is obliged under the terms of its agreement with its mortality data supplier to ensure that all Clients agree the data cannot be used to target households suffering bereavement.

 

APPENDIX 2 – INSOLVENCY DATA

Part of the data that GBG uses for the Insolvency Data Service is provided by GBG’s insolvency data supplier. GBG is obliged under the terms of its agreement with its insolvency data supplier to ensure that all Clients agree to comply with the following provisions:

 

1. LICENCE

1.1 Where the Client requests data that is provided by the insolvency data supplier, the Client acknowledges that GBG only has a limited license providing access to this data and such access may be revoked or withdrawn at any time by the insolvency data supplier for which GBG cannot be held responsible.

Client hereby agrees to comply with the following terms and conditions and agrees that the following terms form part of the Agreement and that it agrees to the following with GBG and the insolvency data supplier:

(a) the Client must not use the Data for the purposes of directing advertising or marketing materials to any legal or natural person by the Client or any of its clients or associated bodies corporate; and

(b) the Client shall, at GBG’s request, destroy all insolvency data on its databases in relation to an individual as soon as either such data ceases to be accurate and up to date or it is no longer necessary to retain that data for legitimate business purposes. This obligation shall survive the expiry of this Agreement.

 

APPENDIX 3 – GONE AWAY SUPPRESSION FILES

The data that GBG uses for Gone away Data is provided by the Gone away data suppliers. GBG is obliged under the terms of its agreement with the suppliers to ensure that all Clients agree to comply with the following provisions:

 

1. DEFINITIONS:

1.1 In these terms and conditions, unless the context clearly indicates otherwise:

“Client” means the individual or body corporate entering into the Agreement with GBG.

“GAS” means THE GONE AWAY SUPPRESSION FILE which consists of information relating to individuals who have moved within the United Kingdom, for the purpose of identifying and flagging names and addresses of such individuals and any updates there to.

“GBG Records" means a record within GBG’s electronic database.

“Client Data” means the Client’s existing database consisting of the names and addresses of individuals.

“Indicator” means an indicator of a match between a GBG Record which incorporates or utilises information derived by comparison with or reference to, GAS and a record within the Client Data.

“Services” means the processing by GBG of the Client Data via single, manual User queries against GBG Records incorporating information derived from GAS, and the provision of an Indicator where applicable to Users.

“Supplier” means the Gone Away Data supplier that GBG uses to provide gone away data to the Client.

“User” means an employee, officer, sub-contractor or agent of the Client who has been authorised to access the Services via an individual work station, fixed terminal, hand-held or otherwise portable device.

 

2. SERVICES

2.1 The Services provided by GBG and any Indicators provided pursuant to the Services are solely for the verification or qualification of Client Data for the purpose of the tracing by Clients of individuals contained within Client Data and the verification or qualification by Clients of the identity and location of individuals contained within Client Data and must not be resold or passed on to any third party or be incorporated in to any products or services or used for any other purpose.

2.2 The Client shall ensure that any changes to the details relating to its use of the Services, from those specified in the Agreement shall be immediately notified to and authorised by GBG.

 

3. LIMITS ON USE

3.1 The Client shall not use Indicators for any unlawful purpose or for any purpose which in the Supplier reasonable opinion is likely to damage the reputation of the Supplier or bring the Supplier into disrepute.

3.2 The Client is not permitted to save, store or in any other way maintain a record of Indicators provided pursuant to the Services.

3.3 The Client shall not receive or permit the Services to be performed on any data other than the Client Data.

 

4. LIMITS ON LIABILITY

4.1 The Client acknowledges that the vast majority of the information contained in GAS and its corresponding updates is provided to the Supplier by third parties over whom the Supplier has no control, in particular in relation to the accuracy or completeness of such information.

4.2 Neither GBG nor the Supplier warrant that GAS or Indicators derived there from through the provision of the Services are error-free.

4.3 The Client agrees that the Supplier shall not in any circumstances be liable for any loss or damage at all arising from any inaccuracies or faults in, or omissions from, or otherwise from the provision Indicators unless caused by the Supplier’s negligence or wilful default.

4.4 The Supplier shall not in any circumstances (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) be liable for any indirect or consequential loss or damage at all, or any loss of business, capital, profit, reputation or goodwill in connection with the Services.

4.5 The entire liability of the Supplier in respect of all causes of action arising by reason of or in connection with these terms (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) shall be limited to the amount received by the Supplier from GBG in respect of the Services (excluding VAT).

4.6 Neither the Supplier nor Client limits or excludes its liability for death or personal injury arising from its negligence or for fraudulent misrepresentation.

4.7 No provision of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party. For the avoidance of doubt a third party expressly includes other companies within the corporate group of which the Client is a member of and any party other than the Supplier, Client or the Supplier group.

4.8 The Client shall ensure compliance by it with all relevant laws, regulations, codes of practice and guidelines in force from time to time, including without limitation compliance with data protection laws or equivalent national or international principles regarding same.

4.9 If the Client breaches any clause within the Terms, then the Client will fully indemnify the Supplier for any loss and damage including any claims from a third party licensor of data used in GAS or Indicators derived there from through the provision of the Services which the Supplier suffers as a result of the Client’s breach.

4.10These Terms shall be governed by English law and the Supplier and the Client submit to the jurisdiction of the English courts save that the Supplier may take proceedings outside England to enforce any judgment or court order.

 

5. INTELLECTUAL PROPERTY

5.1 The Client acknowledges that the Supplier is the owner or authorised licensee by the Supplier Group of the intellectual property rights in GAS and in the information contained therein or derived there from (including, for the avoidance of doubt, Indicators) without prejudice to the various data suppliers (“IP Rights”).

5.2 The Client agrees that no IP Rights in GAS and in the information contained therein or derived there from (including, for the avoidance of doubt, Indicators) (including but not limited to rights of confidence) are transferred or licensed to Client save as may be expressly provided in these Terms.

5.3 The Client shall not reformat, adapt, vary or modify GAS or the information contained therein or derived there from (including, for the avoidance of doubt, Indicators) or otherwise do or permit any other party to do any such act so as to affect the Supplier’s or the Supplier’s Group’s IP Rights.

 

APPENDIX 4 – BUSINESS DIRECTORY DATA

The data that GBG uses for Business Directory Data is provided by the business directory supplier. GBG is obliged under the terms of its agreement with the business directory supplier to ensure that all Clients ensure that the User enters sufficient elements of the company name and address to capture, correct, verify, or enhance data and must not use software to bulk download business data. Separate arrangements and fees are payable in these circumstances. The User may not use data to produce products or services which compete with GBG’s products or 118 Data Resource’ Products in existence at date of licence granted.

 

APPENDIX 5 – GBG NATIONAL IDENTITY REGISTER TELEPHONE DATA

The data that GBG uses for National Identity Telephone Data is provided by a number of third party data providers. GBG is obliged under the terms of its agreement with those third party data providers to ensure that all Clients agree to comply with the following provisions:

 

1. PERMITTED PURPOSES

1.1 Where the National Identity Register Telephone Data is to be used by the Client for the purpose of contacting a potential customer as part of an unsolicited prospect marketing activity, the Data that has been matched to the National Identity Register Telephone Data may only be used for single contact unless the Client obtains the specific consent from the individual whose details are contained in the Data that further telephone contact may be made by the Client. In addition, the Client accepts responsibility for screening such Data against the Telephone Preference File before being used for this purpose.

1.2 Where the National Identity Register Telephone Data is to be used by the Client for the purpose of appending telephone numbers to existing customer records of the Client, for the purposes of consented customer contact, the Client shall warrant that consent has been provided by their customers that enables the Client to process its customer data against third party data sources in order to comply with its lawful, legislative or statutory obligations (such as but not limited to, the Data Protection Act 1998) and that it reasonably needs to retain the telephone number to provide its customers with lawful and relevant customer services or account management specific to their customers’ status.

1.3 The Client will inform GBG if the Client’s business operations include the marketing of goods and/or services by means of mail order catalogues.

1.4 The Client acknowledges that under its general right of audit under this Agreement, GBG has the right to check and/or approve the scripts that the Client uses when contacting Data Subjects by telephone.

1.5 The Client shall be permitted to use the National Identity Register Telephone Data for the following purposes only:

(a) marketing;

(b) asset reunification;

(c) the detection of fraud (such as by identity verification or corroboration of other information);

(d) debt collection

(e) investigation (but only insofar as the Investigation Conditions set out below are satisfied).

1.6 The “Investigation Conditions” are:

(a) where the Client is government agency, police force or other public body and the investigation is for the purposes of the proper discharge of its public functions; and

(b) the processing of the National Identity Register Telephone Data for the investigation purposes is permitted by law (for example by reason of the Regulation of Investigatory Powers Act 2000 or an exemption under Part IV of the DPA) irrespective of the fair processing notices which may have been given to the relevant data subjects and/or any consents which may have been given by the relevant data subjects.

 

2. CLIENT WARRANTIES AND UNDERTAKINGS

2.1 The Client warrants and undertakes that:

(a) it will use the National Identity Register Telephone Data in accordance with a scope of licence granted; and

(b) it will not use the National Identity Register Telephone Data for or in connection with any sexually explicit, pornographic, offensive, racist, obscene, abusive, bigoted, violent, criminal, discriminatory, libellous, defamatory or illegal purpose or in a way which markets or promotes any services in connection with car warranty or mechanical breakdown insurance or the mis-selling of financial products (including the reclaim of payment protection insurance premiums or compensation for mis-selling of PPI products).

2.2 Where the Client is a data controller in relation to any Data the Client shall comply with the DPA and all other applicable legislation in relation to that Data.

2.3 The Client will employ operational and technological processes and procedures in accordance with best industry practice in respect of security against unauthorised use, access, loss, destruction, theft or disclosure of the Data.

2.4 To the extent the Client is acting as a data processor in relation to personal data for which Callcredit is the relevant data controller, then the Client shall:

(a) process the personal data strictly in accordance with the DPA and Callcredit’s lawful instructions as required in order to receive and use the Data in accordance with this Agreement;

(b) ensure that only such of its employees who may be required by the Client to assist it in meeting its obligations under this Agreement shall have access to the personal data;

(c) ensure that all such employees have undergone training in the law of data protection and in the care and handling of personal data and are under obligations of confidentiality to the Client;

(d) provide reasonable assistance to Callcredit promptly in respect of all subject access requests which may be received by Callcredit from any data subjects whose personal data is being processed by the Client on behalf of Callcredit;

(e) not use the personal data for any purposes which are inconsistent with those instructed by Callcredit or the terms of this Agreement;

(f) not disclose, sell, transfer, distribute or otherwise make the personal data available to or use the personal data on behalf of any third party unless specifically authorised by Callcredit or as otherwise set out in this Agreement;

(g) not sell, transfer, distribute or otherwise make the personal data available to or use the personal data on behalf of any third party unless otherwise requested or agreed by Callcredit or as otherwise permitted under this Agreement; and

(h) not transfer or process the personal data outside of the European Economic Area unless otherwise agreed by Callcredit.

2.5 If any event occurs that places or is likely to place the Client in breach of the warranties or undertakings given in paragraph 2 above the Client shall be required to notify GBG immediately. Any such breach will be deemed to be a material breach of this Agreement incapable of remedy.

 

3. CLIENT OBLIGATIONS

3.1 The Client shall:

(a) use and store the Data only in accordance with Applicable Law;

(b) not sell, transfer, distribute, deal with or otherwise make the Data available to, or use the Data on its own or on behalf of any third party except Clients in accordance with the terms of this Agreement;

(c) not adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with the Data, save as otherwise required by law or expressly permitted under this Agreement; and

(d) use the Data only in accordance with best industry practice including the Direct Marketing Association’s Code of Practice and the British Code of Advertising, Sales Promotion and Direct Marketing.

3.2 If the Data include telephone numbers or e-mail addresses, the Client is responsible for ongoing compliance with the Privacy and Electronic Communications (EC Directive) Regulations 2003, including processing against the latest Telephone Preference Service file.

3.3 On termination the Client shall:

(a) immediately return to GBG all relevant Data in hard copy form (and all copies thereof);

(b) otherwise delete all relevant Data which remain in the possession or control of the Client (including all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the relevant Data) from the Client’s computer systems and other storage media.

 

4. LIABILITY

4.1 No limit of liability shall apply in relation to a breach by the Client of any of the provisions of this Appendix.

This section only applies if the Order Form shows that the applicable service has been selected. If so, these conditions will apply, in addition to the General Terms and any applicable Schedule. Any definition not provided in these Additional Terms shall have the same meaning as set out elsewhere in the Agreement.

 

APPENDIX 6 – NATIONAL IDENTITY REGISTER EMAIL DATA

The data that GBG uses for National Identity Register Email Data is provided by a number of third party data providers. GBG is obliged under the terms of its agreement with those third party data providers to ensure that all Clients agree to comply with the following provisions:

 

1. PERMITTED PURPOSES

1.1 The National Identity Register Email Data provided through the Service can only be used for reference purposes and must not be used by the Client for the purposes of contacting or communicating with the Data Subject unless the Client has subscribed for the ‘Email For Contact’ feature in GBG|Connexus and the Client has verified and confirmed that the National Identity Register Email Data can be used for contact by clicking the relevant button within the Service. The National Identity Register Email Data provided as part of the Service may be used for reference purposes, or with indicated validation as a means of contacting or communicating with the Data Subject.

1.2 The National Identity Register Email Data can only be used for the purpose of identity management, including but not limited to, tracing of individuals, verification and/or validation of the identity of individuals for the purposes of anti-money laundering regulations, national security, crime prevention and detection, antifraud processes, asset recovery and asset reunification.

1.3 For the avoidance of doubt, any information derived from the Services must not be used for the purposes of marketing and/or list generation.

1.4 The Client shall be permitted to use the National Identity Register Email Data for the following purposes only:

(a) asset reunification;

(b) the detection of fraud (such as by identity verification or corroboration of other information);

(c) debt collection

(d) investigation (but only insofar as the Investigation Conditions set out below are satisfied).

1.5 The “Investigation Conditions” are:

(a) where the Client is government agency, police force or other public body and the investigation is for the purposes of the proper discharge of its public functions; and

(b) the processing of the Data for the investigation purposes is permitted by law (for example by reason of the Regulation of Investigatory Powers Act 2000 or an exemption under Part IV of the DPA) irrespective of the fair processing notices which may have been given to the relevant data subjects and/or any consents which may have been given by the relevant data subjects.

 

2. CLIENT WARRANTIES AND UNDERTAKINGS

2.1 The Client warrants and undertakes that:

(a) it will only use the National Identity Register Email Data in accordance with a scope of licence granted; and

(b) it will not use the Data for or in connection with any sexually explicit, pornographic, offensive, racist, obscene, abusive, bigoted, violent, criminal, discriminatory, libellous, defamatory or illegal purpose or in a way which markets or promotes any services in connection with car warranty or mechanical breakdown insurance or the mis-selling of financial products

(including the reclaim of payment protection insurance premiums or compensation for mis-selling of PPI products).

2.2 Where the Client is a data controller in relation to any National Identity Register Email Data the Client shall comply with the DPA and all other applicable legislation in relation to that Data.

2.3 The Client will employ operational and technological processes and procedures in accordance with best industry practice in respect of security against unauthorised use, access, loss, destruction, theft or disclosure of the Data.

2.4 To the extent the Client is acting as a data processor in relation to personal data for which Callcredit is the relevant data controller, then the Client shall:

(a) process the personal data strictly in accordance with the DPA and Callcredit’s lawful instructions as required in order to receive and use the Data in accordance with this Agreement;

(b) ensure that only such of its employees who may be required by the Client to assist it in meeting its obligations under this Agreement shall have access to the personal data;

(c) ensure that all such employees have undergone training in the law of data protection and in the care and handling of personal data and are under obligations of confidentiality to the Client;

(d) provide reasonable assistance to Callcredit promptly in respect of all subject access requests which may be received by Callcredit from any data subjects whose personal data is being processed by the Client on behalf of Callcredit;

(e) not use the personal data for any purposes which are inconsistent with those instructed by Callcredit or the terms of this Agreement;

(f) not disclose, sell, transfer, distribute or otherwise make the personal data available to or use the personal data on behalf of any third party unless specifically authorised by Callcredit or as otherwise set out in this Agreement;

(g) not sell, transfer, distribute or otherwise make the personal data available to or use the personal data on behalf of any third party unless otherwise requested or agreed by Callcredit or as otherwise permitted under this Agreement; and

(h) not transfer or process the personal data outside of the European Economic Area unless otherwise agreed by Callcredit.

2.5 If any event occurs that places or is likely to place the Client in breach of the warranties or undertakings given in paragraph 2 above the Client shall be required to notify GBG immediately. Any such breach will be deemed to be a material breach of this Agreement incapable of remedy.

 

3. CLIENT OBLIGATIONS

3.1 The Client shall:

(a) use and store the National Identity Register Email Data only in accordance with Applicable Law;

(b) not sell, transfer, distribute, deal with or otherwise make the Consented Email Data available to, or use the National Identity Register Email Data on its own or on behalf of any third party except Clients in accordance with the terms of this Agreement; and

(c) not adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with the Data, save as otherwise required by law or expressly permitted under this Agreement.

3.2 The Client shall use the National Identity Register Email Data only in accordance with best industry practice including the Direct Marketing Association’s Code of Practice and the British Code of Advertising, Sales Promotion and Direct Marketing.

3.3 If the National Identity Register Email Data include telephone numbers or e-mail addresses, the Client is responsible for ongoing compliance with the Privacy and Electronic Communications (EC

Directive) Regulations 2003, including processing against the latest Telephone Preference Service file.

3.4 On termination the Client shall:

(a) immediately return to GBG all relevant National Identity Register Email Data in hard copy form (and all copies thereof);

(b) otherwise delete all relevant National Identity Register Email Data which remain in the possession or control of the Client (including all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the relevant Consented Email Data) from the Client’s computer systems and other storage media.

 

4. LIABILITY

4.1 No limit of liability shall apply in relation to a breach by the Client of any of the provisions of this Schedule.

 

APPENDIX 7 – DECEASED DATA

The data that GBG uses for DDRI Data is provided by the Deceased Data supplier. GBG is obliged under the terms of its agreement with the Deceased Data supplier to ensure that all Clients agree to comply with the following provisions:

 

1. PERMITTED PURPOSES

1.1 The Deceased Data may be used:

(a) by Clients such as financial institutions, insurance companies, life and pension providers, legal firms and police forces;

(b) by all organisations legally obliged to comply with the Money Laundering Regulations 2007, including financial services organisations, (such as banks, building societies, finance houses, insurance companies and consumer credit financial institutions) chartered accountants, solicitors, casinos and estate agents.

1.2 The Deceased Data may be used for the purposes of:

(a) the prevention, detection, investigation or prosecution of offences or any other use as permitted by the Police and Justice Act 2006; and/or

(b) to perform identity checks to combat identity fraud and impersonation of the deceased; and/or

(c) to validate the identity of an individual to establish that the ID is that of a genuine and living person.

 

APPENDIX 8 – RENTAL PROPERTY DATA

Where the Client requests that GBG are to provide them with services which provide the Client with access to Rental Property Data (supplied by GBG’s third party data supplier, then the Client must not use the Rental Property Data for any purposes which may be deemed to be detrimental to the business of the third party data supplier.

This section only applies if the Order Form shows that the applicable per click service has been selected. If so, these conditions will apply, in addition to the General Terms and any applicable Schedule. Any definition not provided in these Additional Terms shall have the same meaning as set out elsewhere in the Agreement.

 

APPENDIX 9 –TELECOMMUNICATIONS DATA SERVICE

The data that GBG uses for Telecommunications Data Service is provided by British Telecommunicates, (“BT”). GBG is obliged under the terms of its agreement with BT to ensure that all Clients agree to comply with the following provisions:

 

1. DEFINITIONS

1.1 In these terms and conditions, unless the context clearly indicates otherwise:

“Codes of Practice” shall mean the Codes of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Information; dated 21ST December 1998 - published by the Data Protection Registrar; and any similar code of practice, directive or regulations as may be issued, amended or replaced from time to time by any Competent Authority;

“Competent Authority” shall mean any department of Her Majesty’s Government; the Director General of Telecommunications; the Data Protection Registrar; the Data Protection Commissioner; the Commission of the European Union or any similar authority;

“Data” shall include any records or information created from the authorised use of GBG’s Services with the sole exception being any data independently received and data captured by the Client as a result of a bona fide incoming response from a bona fide Direct Marketing Campaign or other unsolicited contact with a data subject;

“OSIS” shall mean the extract of the BT OSIS database containing name, address and telephone number Records provided under Licence to GB Group plc by BT and all data incorporated therein, sublicensed to the Client subject to the terms and conditions of the Agreement;

“Record” shall mean a single name, address and telephone number (or more than one telephone number where more than a single number is registered to any one person at a single address) contained within the Third Party directory;

“Search” shall mean the inputting of a name and approximate address for locating the appropriate entry within the OSIS extract - whether or not this results in the successful retrieval of the desired Record.

“Telematching Services” shall mean the appending of a telephone number to the approximate name and address provided by the Client OR the verification of an existing telephone number provided by the Client using GBG’s services GBG’s services which incorporate OSIS.

“Telephone Preference File” shall mean a computer file of telephone numbers of individuals registered with the Telephone Preference Service who do not wish to receive calls.

“Third Party Data” shall mean the extract of the Third Party database (currently the BT OSIS database) containing name, address and telephone number Records provided under Licence to GBG by the Third Party and all data incorporated therein, sublicensed to the Client subject to the terms and conditions of the Agreement.

 

2. CLIENT OBLIGATIONS

2.1 GBG is under licence to provide Telematching Services to the Client, the Client hereby agrees that it will:

(a) only use the results of the Telematching Services for its own internal purposes;

(b) solicit permission for permanent storage of telephone number or directory information from any person, firm or body corporate whose telephone number has been provided by GBG;

(c) adopt and be bound by all applicable laws and Codes of Practice including the Data Protection Act 1998 and the Code of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Data; and

(d) comply with the telephone preference service including any replacement or additional conditions which may be imposed from time to time by the Director General Telecommunications.

(e) The Client hereby agrees that it will not:

- use telephone number information supplied by GBG for any unlawful purpose or purpose likely to bring BT into disrepute;

- use the telephone number information supplied by GBG for its gain or otherwise to any third party; and

- utilise the telephone number information supplied by GBG in the provision of any voice assisted directory enquiry services nor shall the Client export or permit the export of the results of the Telematching Service to any country which is not a member state of the European Union.

 

APPENDIX 10 – NCOA (National Change of Address) DATA

The data that GBG uses for the NCOA data is provided by the national change of address supplier. GBG is obliged under the terms of its agreement with the Supplier to ensure that all Clients agree to comply with the following provisions:

 

1. DEFINITIONS

1.1 In these terms and conditions, unless the context clearly indicates otherwise:

“Batch Processing” the use of the Service to carry out automated electronic processing of Customer Records in a Customer Database against Redirection Information in the NCOA Update Database for the purpose of identifying Matches;

“Customer Database” an electronic compilation of Customer Records”;

“Customer Record” the name and address of a current or lapsed customer or Enquirer of the Client which have been lawfully and fairly obtained by the Client solely for the purposes of marketing, commercial communications or customer administration and where the Client is a Public Body, such references to “customers” shall be deemed to mean any individuals over whom such Public Body has or exercises competence under its statutory powers or duties;

“Enquirer” means an individual or a company who or which has enquired with the Client about a service or product of the Client and/or has responded to an offer or invitation from the Client regarding information relating to such service or product;

“Individual Look Up” the use of the Service to carry out electronic processing of an individual Customer Record against Redirection Information in the NCOA Update Database for the purpose of identifying a Match;

“Match” a tracking match where through Processing, a name and address contained in the Customer Database is matched to the Old Address in the Redirection Information;

“NCOA Update Database” a database containing Redirection Information selected, arranged and compiled by the Supplier using data from the Redirection Forms completed by Redirection Customers and stored on electronic media and including any updates to it;

“New Address” the address specified by a Redirection Customer as that to which mail should be redirected, as subsequently amended by the Supplier, if necessary, to ensure that the address information is correct for the Supplier’s postal purposes and in respect of which permission is granted by the Redirection Customer for the Supplier to use such information for the purposes of updating address information;

“Old Address” the address specified by a Redirection Customer as that from which mail should be redirected, as subsequently amended by the Supplier, if necessary, to ensure that the address information is correct for the Supplier’s postal purposes;

“Permitted Purpose” carrying out Processing and in relation to any Match, updating the Customer Record by either: (i) replacing the Old Address of the existing customer or Enquirer of the Client which forms part of the relevant Customer Record with the relevant New Address; or (ii) appending the relevant New Address to that Old Address in the Customer Record;

“Processing” Batch Processing and/or Individual Look Ups

“Redirection Customer” a customer of the Redirection Service whose post is, at the relevant time, being redirected by the Supplier from the relevant Old Address to the relevant New Address pursuant to such service;

“Redirection Form” the application form for individuals who wish to use the Redirection Service;

“Redirection Information” in relation to each Redirection Customer, their name, Old Address and New Address extracted from the relevant Redirection Form;

“Redirection Service” the Supplier’s service for the redirection of mail provided to members of the public who have requested such service whereby mail which has been addressed to their Old Address is redirected to and delivered at their New Address.

“Supplier” means the third party supplier of NCOA data that GBG uses to provide the Service.

 

2. LICENCE

2.1 The Client shall, in no circumstances, use the Redirection Information for the purpose of detecting fraud or money laundering.

2.2 The Client warrants and undertakes to ensure that any Customer Database is owned or licensed by the Client for the Client’s own use and comprises only Customer Records used for the purposes of marketing, commercial communications and routine administration. In each case, the address in each Customer Record will be complete to the best of the Client’s knowledge prior to Processing.

2.3 The Client must not at any time reproduce, publish, sell, let, lend, extract, utilise, process or otherwise disclose or part with possession of the Redirection Information or the Customer Database after Processing (in whole or in part) either directly or indirectly, and the Client must treat Redirection Information as Confidential Information.

2.4 The Client agrees to indemnify and keep indemnified the Supplier against all losses, costs, claims and damages suffered or incurred by the Supplier directly or indirectly as a result of a breach of any provision of the terms contained within this Agreement insofar as such provision relates to the Supplier including this Schedule.

2.5 The Client shall not allow Public Bodies, debt collection agencies or credit referencing agencies to use the Redirection Information,

2.6 The Client may only use the Redirection Information for the Permitted Purpose. For the avoidance of doubt, the Client must:

(a) ensure that Redirection Information supplied by way of a Match is immediately integrated into the Customer Records

(b) not create a list, compilation or database of Matches or matched Customer Records following Batch Processing, or in any way separate out the Customer Records that have been matched with Matches;

(c) not try to access, extract, utilise or process Redirection Information except through Processing and not carry out any Individual Look Ups or any other means of looking up Redirection Information concerning a specific individual where this is not expressly permitted; and

(d) provide GBG with details of each individual company or other legal entity to which it will provide, directly or indirectly, the updated Customer Database following the Client’s use of the Services. The Client acknowledges that the identity of these parties shall be shared with the Supplier.

2.7 The Client must pay GBG for all Matches it obtains;

2.8 In the case that the Client is a Public Body, the Client acknowledges that use of the Service shall not include the use of the NCOA® Update Database or the provision of the Redirection Information in any circumstances in which it is envisaged under Chapter II of RIPA that a notice would be issued by or on behalf of the Client under and in accordance with section 22 of that Act requiring the disclosure of the

relevant Redirection Information (taking into account the Code of Practice on Acquisition and Disclosure of Communications Data issued pursuant to section 71 of that Act).

2.9 In the case that the Client is a Public Body, the Client agrees that it does not require the provision of any Redirection Information such that it is envisaged under Chapter II of the RIPA that a notice will be issued under section 22 of that Act requiring the disclosure of the relevant Redirection Information for any purpose and the Client undertakes that if it shall require any Redirection Information as so envisaged under RIPA, it will use and apply the notice procedure provided for in section 22 of that Act to obtain such Redirection Information.

2.10 In the case that the Client is a Public Body, the Client acknowledges that the Service cannot be used to provide Individual Look Ups.

2.11 The Client acknowledges and agrees that the warranties and obligations contained within clauses 2.1 to 2.5, 2.7 and 2.8 of this Appendix shall continue to apply after the expiry of the Term of this Agreement.

 

3. PROPERTY RIGHTS IN REDIRECTION INFORMATION

3.1 The Intellectual Property Rights in Redirection Information supplied to the Client shall remain at all times the property of the Supplier.

3.2 The licence to use the Redirection Information is personal to the Client. The Client may not license or assign the Intellectual Property Rights in the Redirection Information.

3.3 The Client acknowledges that it will not acquire any rights of any nature in or in relation to the Redirection Information as a result of the Client’s use beyond those rights specifically granted in this Licence. If the Client challenges the validity of the Intellectual Property Rights in or relating to the Redirection Information or the Supplier’s title to those Intellectual Property Rights the Supplier may suspend or terminate this Licence with immediate effect by giving notice to the Client.

3.4 The Client undertakes to GBG that it will give immediate notice to GBG upon it becoming aware of any unauthorised use of the Redirection Information or any other Intellectual Property rights of GBG;

3.5 GBG and the Supplier may bring any action for unauthorised use of behalf of itself and at its cost and the Client shall co-operate fully in such action. The Client is not granted any separate right of action relating to the Supplier or GBG’s Intellectual Property Rights in respect of any such unauthorised use and the Client disclaims any such separate right that it may have as far as such a disclaimer is permitted by law.

3.6 The Client will not do or permit the doing of anything within its control which will prejudice in any way whatsoever the name of the Supplier or the rights of the Supplier in the Redirection Information and will give immediate notice to the Supplier upon the Client becoming aware of anything which may prejudice the name of the Supplier or the rights of the Supplier in the Redirection Information.

3.7 The Client undertakes to the Supplier that it will give immediate notice to the Supplier upon its becoming aware of any unauthorised use of the Redirection Information or any other of the Intellectual Property Rights of the Supplier.

3.8 The Client acknowledges that the Supplier may bring any action for any such unauthorised use on behalf of itself and its cost and the Client shall co-operate fully in any such action. The Client is not granted any separate right of action relating to the Supplier’s Intellectual Property Rights in respect of any such separate right it may have insofar as such a disclaimer is permitted by Law.

 

4. LIABILITY OF THE SUPPLIER

4.1 The Client acknowledges that the Supplier does not warrant:

(a) the accuracy and/or completeness of the Redirection Information;

(b) that the NCOA Update Database contains the names and addresses of all Redirection Customers; or

(c) that the NCOA Update Database does not infringe the Intellectual Property Rights of any third party.

4.2 The Client agrees that the Supplier will not be liable for any loss or damage (whether direct or indirect) however arising from the use by the Client of the Redirection Information, with the exception of death or personal injury caused by the Supplier’s negligence.

4.3 The Client acknowledges that the Supplier will not be obliged in any circumstances to provide Redirection Information or related services directly to the Client.

 

5. DATA PROTECTION

5.1 The Client acknowledges and agrees that the Supplier is the data controller in respect of any personal data contained in Redirection Information.

 

6. GENERAL

6.1 The Client acknowledges and agrees that the Supplier may enforce the benefits conferred on it under these terms as if it were a Party to the Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999.

 

APPENDIX 11 – LAND REGISTRY INFORMATION

The data that GBG uses for Land Registry Information is provided by the land registry data supplier. GBG is obliged under the terms of its agreement with the Supplier to ensure that all Clients agree to comply with the following provisions:

 

1. DEFINITIONS

1.1 In these terms and conditions, unless the context clearly indicates otherwise

“Supplier” means the third party land registry data provider that GBG use to provide the Service.

“Supplier Information” means the information provided which confirms that the Supplier records match the owner details supplied by the Client, in which case the Supplier will provide the title number of the property. Where addresses are not matched the Client will be informed. For the avoidance of doubt, the Supplier will not supply any new personal information (such as the name of the owner) where this has not been provided by the Client.

 

2. RESTRICTIONS ON USE

2.1 Supplier Information may only be used for internal business purposes; it may be stored or re-used for any other legal purpose (except direct marketing).

2.2 The Supplier reserves the right to inspect the Client’s records and to audit them to ensure the Client is compliant with clause 2.1

2.3 The Client will ensure that it will not use the Supplier Information in a way which is inconsistent with English or European Union Law including without restriction the provisions of the Data Protection Act 1998, the Human Rights Act 1998 or the Freedom of Information Act 2000.

2.4 The Client will not use the Supplier Information for the purpose of direct marketing, advertising or promoting a particular product or service or in a way which could imply endorsement by the Supplier or any government department, or to represent to the public that the Client has an arrangement or official partnership with the Supplier in relation to Supplier Information which could affect the integrity of the register kept by the Supplier or the Supplier’s reputation of any of its existing services and any existing contractual commitment or generally in a manner which is likely to mislead others.

2.5 The Client may not use the Supplier Information for any fraudulent or other unlawful activity.

 

APPENDIX 12 – SOCIAL SYNC DATA

The data that GBG uses for Social ID is provided by the social sync data supplier. GBG is obliged under the terms of its agreement with the sync data supplier to ensure that all Clients agree to comply with the following provisions:

 

1. DEFINITIONS

1.1 In these terms and conditions, unless the context clearly indicates otherwise;

“Contact Information” means any data or information that can be used to identify and contact an End User, including without limitation, names, phone numbers, email addresses, and postal addresses.

“Submitted Information” means the Contact Information submitted by the Client via the API.

 

2. GENERAL RESTRICTIONS

2.1 The Client will not use the Social Sync Data for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including email) in violation of applicable law.

2.2 Data identified by the Social Sync Data Supplier as belonging to or having been obtained from Klout may not be used in any manner specified by the Social Sync Data Supplier that competes with Klout.

2.3 If the Social Sync Data Supplier acting reasonably, is able to show that a specified activity or purpose is prohibited as a result of a requirement imposed on the Social Sync Data Supplier by its third party data suppliers then the Client must, on being given notice to do so, cease processing of any such data for the prohibited activity or purpose.

2.4 It is a requirement of the Social Sync Data Supplier that if the Client is not subject to the laws based on the EU Data Protection Directive 95/46 or Swiss Federal Data Protection law, the Client hereby agrees to either to subscribe to the Safe Harbor principles or comply with its obligations under any relevant data protection legislation including, where applicable, US privacy laws and EU Safe Harbor legislation.

2.5 The Client acknowledges that title to and ownership of the API remains with the Social Sync Data Supplier and its suppliers (as applicable).

2.6 The Client may not:

(a) copy, alter or modify the API;

(b) reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the API; or

(c) use the API except as embedded within the Services provided by GBG;

2.7 The Client is responsible for ensuring that the permitted users grant to the Client all rights (including consents and licenses) needed for the Client to grant the Social Sync Data Supplier the license to use its Contact Information.

2.8 The Client’s privacy policy must comply with all applicable privacy laws and must contain a notice that the Social Sync Data Supplier will collect, and/or receive from Client or its permitted users, End User Contact Data and will process such data in accordance with the Social Sync Data Supplier’s Privacy Policy.

2.9 The Client acknowledges that the Social Sync Data Supplier shall be entitled to:

(a) use, access, process, collect, disclose, share, or distribute any Contact Information that it collects from publically available sources via the Internet and social networks, including through their public or licensed API (“Public Data”); and

(b) provide, process, or disclose Public Information or any Contact Information that is provided by a third party to the Social Sync Data Supplier, even if such information or Public Data is duplicative of Submitted Information.

 

APPENDIX 13 – GOOGLE MAPS SERVICE

The data that GBG uses for Google Maps Service is provided by Google. GBG is obliged under the terms of its agreement with Google to ensure that all Clients agree to comply with the following provisions:

 

1. DEFINITIONS

1.1 In these terms and conditions, unless the context clearly indicates otherwise;

“AUP” as referenced in the Master Licence means, for the purposes of this Maps API Addendum, the acceptable use policy for the Service available at the following URL http://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html or other URL as may be provided by Google from time to time).

“Content” means any content provided by Google through the Service (whether created by Google or its third party licensors) and includes, but is not limited to, map and terrain data, photographic imagery, traffic data.

“Client Data” means data owned or licensed by Client which is loaded by the Client or on Client’s behalf into the Service including without limitation, data which identifies the location and movements of individual customer assets and Service usage metrics.

“High Risk Activities” means uses such as the operation of emergency services, nuclear facilities, air traffic control or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

“Maps Terms” mean the terms for Google Maps set forth at the following URL: http://maps.google.com/help/terms_maps.html (or other URL as may be provided by Google from time to time).

“Prohibited Territory” means the countries listed at the following URL http://www.google.com/enterprise/earthmaps/legal/us/maps_prohibited_territory.html (or other URL as may be provided by Google from time to time).

 

2. USAGE

2.1 In using the Google Maps Service the Client consents to allow GBG to access, monitor, use or disclosure of any data submitted through the Services and/or Google site (as applicable) in order to provide the Client with the ability to access the Services.

 

3. GENERAL RESTRICTIONS.

3.1 The Client must not:

(a) use the Google Maps Service for High Risk Activities;

(b) use the Google Maps Service to create a substantially similar product or service;

(c) extract any Content to be used outside of the Service;; or

(d) use the Google Maps Service to store or transfer any Client Data that is controlled for export under Export Control Laws.

(e) use the Google Maps Service in the Prohibited Territory

(f) use, distribute, or sell any Content;

(g) incorporate or embed Content or components of the Service into any of Client’s products or services that it sells to third parties; or

(h) offer the Service, or any Client products, services, or solutions based upon the Service, on a subscription basis to third-parties.

3.2 The Client shall comply with the Maps Terms, the Legal Notices, and the AUP (as applicable).

 

APPENDIX 14 – CONDITIONS RELATING TO THE USE OF CREDIT LINKED ADDRESS DATA

Where the Client requests that GBG are to provide them with “CCJ Information” and “Forwarding Address Links” supplied by a third party data supplier, then the provisions of this Appendix shall apply, in addition to the terms and conditions of the Agreement. Notwithstanding the other termination provisions in this Agreement, under the terms of GBG’s agreement with the third party data supplier, the Services set out within this Schedule can be terminated at any time by GBG providing the Client with twelve (12) months’ prior written notice.

 

1. DEFINITIONS

1.1 In these terms and conditions, unless the context clearly indicates otherwise:

“Debtor” means individuals who are in debt to the Client or a third party which has entered into a contract with the Client appointing the Client to undertake debt recovery activities in relation to such individuals (“Appointed Creditors”);

“Debt Recovery Service” means the Service for use by the Client to assist in consumer or commercial collections;

“Third Party Data” means any of the third party data supplier’s data and/or databases and/or scores supplied by GBG to the Client in connection with this Agreement;

“Third Party Data Supplier Material” means any of the third party data supplier items developed and/or licensed by GBG to the Client in connection with this Agreement and includes software, trademarks and documentation but excludes Third Party Data;

“Permitted Purpose” means use of the Debt Recovery Service or the Fraud Investigation Service by any of the following sectors: Insurance, Life and Pensions, Retail, Social Housing, Local Authorities, Online Gaming, Finance Providers, Travel and Leisure, Utilities and/or Telecoms;

“Fraud Investigation Service” means the Service for use by the Client to assist in investigations relating to individuals where fraud is suspected.

 

2. CLIENT OBLIGATIONS

2.1 Where the Service is being provided for the purpose of consumer collections, the Client agrees that:

(a) it will only use information provided as part of this Service for the purposes of assisting in the collection from Debtors of amounts which have not been paid in accordance with the legal obligations of those Debtors or in circumstances which are or may be fraudulent; and

(b) it will only use information provided as part of this Service for the purposes of assisting in the collection from businesses of amounts which have not been paid in accordance with the legal obligations of those businesses or in circumstances which are or may be fraudulent.

2.2 Where the Service is being used for the purpose of tracing Debtors the Client shall:

(a) use the Third Party Data solely to locate the home address of Debtors and (save as required by law) will not divulge or disclose all or any part of the Third Party Data to any other third party;

(b) take reasonable steps to confirm the identity of a Debtor before taking any action to recover the relevant debt where the Third Party Data provides a home address for that Debtor; and

(c) only use the Third Party Data provided as part of any data enhancement service for the purpose of Debtor tracing, the collection of overdue debts and enhancing the accuracy of customer information held within a collections file.

2.3 Where the Client is making use of the Fraud Investigation Services, the Client agrees that:

(a) the Service will only be used in accordance with the Permitted Purposes;

(b) the Third Party Data is indicative only; and

(c) the Services will only be used where there has been a prior indication of fraud.

2.4 Where the Client wishes to use the Services in relation to Online Gambling, the Client shall notify GBG. Upon such notification, GBG shall make available to the Client the relevant Online Gambling schedule.

 

3. SERVICES

3.1 Where the Client is a Central Government, a Police Force or a Legal organisation, then GBG shall make available to the Client the relevant schedule (“Section 29 Services”).

3.2 Any recommended treatment or actions, or summary screen (“suggested actions”) provided as part of the Services will be automated based on factors agreed with the third party data supplier and that the suggested actions do not constitute advice or decision for or on behalf of the third party data supplier.

3.3 Notwithstanding any other provisions of the Agreement, GBG may terminate the provision of all or any of the Section 29 Services on three months prior written notice to the Client.

 

GBG|Connexus Web Services Agreement v2.0 (06.06.2016)

Web Services Agreement

SCHEDULE 1 - SERVICES SCHEDULE

This section only applies if the Order Form shows that Standard Support Services have been selected. If so, this Schedule 1 will apply in addition to the General Terms and any applicable Additional Terms. Any definition not provided in this Schedule shall have the same meaning as set out elsewhere in the Agreement.

 

1. DEFINITIONS

1.1. The following definitions apply to this Schedule 1:

“Business Day” means Monday to Friday (including Public and Bank Holidays in England but excluding Christmas Day).

“Business Hours” means the working hours in a Business Day being 0800 to 2000.

“Client Administration Portal” means the version of the system that the Administrator can access to manage and update user accounts.

“Helpdesk” means the helpdesk facility which GBG provides to handle enquiries and administration for the Service.

“Planned Maintenance” means any work planned in advance to be carried out by GBG or on GBG’s behalf that may cause the Service to be temporarily suspended.

“Portal” means the front end interface onto the Web Service Interface which allows a manual interaction with Services such as address lookup to be carried out.

“User Guide” means the user guide provided by GBG for use with the Service.

“Web Service Interface” means the programmatic interface through which data is passed by the Client to the Service or the Service passes Data to the Client.

 

2. ACCESS TO THE SERVICE

2.1. The Service is accessed either from a web browser (Microsoft IE 6.0 or above) or directly by utilising the Web Service interface. If accessing via the internet, the URL is as directed by your GBG Account Manager.

2.2. If integrating directly to the Service, the interface is described at https://gbgplc.zendesk.com/hc/en-us/articles/207278249-Connexus-User-Manual. Secure login procedures (username and password) are required to access the Service either via the Internet or via the Web Services Interface

2.3. GBG will email the System Administrator with a username and password required to access the Service.

2.4. The System Administrator account which is accessed via the Client Administration Portal will enable the System Administrator to create and edit Permitted Users.

2.5. The minimum technical specification for accessing the Service is:

(a) System Administrator - PC with Internet access and e-mail; Microsoft Windows 2000, Server 2000, Server 2003, XP; Internet Explorer 9 or higher; and

(b) Permitted User - PC with Internet access; Microsoft Windows 2000, Server 2000, Server 2003, XP; Internet Explorer 6 or higher.

 

3. STANDARD SUPPORT SERVICES

3.1. Day-to-Day System Administration: GBG will perform routine system administration of the Service, including server, network and security monitoring.

3.2. Service Management: The Service is provided 24 hours a day, 365 days per year. GBG will respond to faults GBG detects or which the Client reports to GBG as set out in paragraph 3.4 below.

3.3. Help Desk: GBG will provide the Client with the contact numbers (either telephone or fax, as appropriate) and email address of designated contact points, which will be the Client’s contact points for placing orders, reporting faults and making inquiries relating to the Service. The Client can use the numbers to contact GBG to report faults 24 hours a day, 365 days a year (although the GBG Help Desk will only be manned during Business Hours) and to order services or make enquiries during Normal Business Hours.

3.4. Fault Reporting and Fault repair:

(a) Any faults in the Service need to be notified to GBG’s Helpdesk via the Client’s System Administrator. The Client will need to use the reporting procedures GBG requires it to use from time to time.

(b) If the Client reports a fault in the Service or makes a request for assistance, GBG will immediately undertake an initial assessment, provide a fault reference and discuss and agree with the Client a priority level.

(c) Progress updates will occur:-

 with Priority 1 incidents on a 1 hourly basis or as otherwise agreed during Business Hours.

 Priority 2 on a 2 hourly basis and Priority 3 on a 3 hourly basis during Business Hours.

 on resolution of the fault or problem during Business Hours;

 on any change of resolution target time during Business Hours.

3.5. Service Restoration: Each of the priorities has the following associated target clearance time:

Service Level Target Impact

Priority 1 faults

80% of faults cleared within 4 hours of GBG’s acknowledgement of the fault.

The Service is not operational or is inaccessible.

Priority 2 faults

80% of faults cleared by the end of the next Business Day of GBG’s acknowledgement of the fault

Service is degraded, a marked increase in time to access the Service.

A problem causing significant reduction in functionality.

Priority 3 faults

80% of faults cleared within 5 Business Days of GBG’s acknowledgement of the fault.

The Service is experiencing minor problems but is functioning substantially.

Priority 4 faults

Fix available in the next release of the software

Minor problem with the Service but does not impact the Client’s use of the Service.

3.6. Disclaimer: GBG will always try to resolve any fault within the appropriate target clearance time, but the Client recognises and accepts that GBG may not be able to do so and that these times are only intended to be targets. In some cases we may need to resolve issues with one of GBG’s global data partners which could involve contact being made with them outside of Business Hours due the time zone differences. In this situation the supplier is required to respond to GBG within the same target response times although their business hours timeframe will be subject to the time zone that they are located in. Should this situation arise, GBG will respond to the Client at the very earliest opportunity.

3.7. Outside of Business Hours: The Helpdesk will only be available to receive reported faults. The target times will not begin until the start of Normal Business Hours on the next Normal Business Day. With the exception of Priority 1 faults, all other priorities which cannot be resolved by the Helpdesk by the end of Normal Business Hours on the Normal Business Day that GBG acknowledges them will be put on hold until the start of Normal Business Hours on the next Normal Business Day.

3.8. Scheduled Service Time: The Service is provided on a resilient platform enabling GBG to offer a high level of service which is scheduled to be available 24 hours per day, 7 days per week, and

365 days per year. The Service has a target of 98.5% availability within any calendar month. This target excludes all periods of Planned Maintenance or any emergency maintenance or updates. GBG will always try to meet and exceed this monthly target availability. However, the Client accepts, that GBG may not always be able to do so and that this level of availability is only intended to be a target level.

3.9. Planned Maintenance: From time to time, GBG may need to schedule maintenance of the Service. GBG will always endeavour to conduct Planned Maintenance at a time that reduces the impact on the availability of the Service. So, where possible, Planned Maintenance will be conducted during low usage periods outside of Business Hours. If GBG needs to suspend the Service for Planned Maintenance (which GBG would only reasonably expect to be under exceptional circumstances) GBG undertake to give the Client as much advance notice as is practicable.

3.10. Customer Reports: The Service will allow the System Administrator online access to reports on the Client’s usage.