Terms and Conditions   
 
 
 

Dun & Bradstreet Limited ("D&B") and the customer named below ("Customer") agree that D&B shall make available to Customer business information services ("Services"), which may include information ("Information"); computer programs or applications (including those accessed remotely), documentation and media (collectively, "Software"); and other services, subject to this Master Agreement ("Agreement"). The Services subject to this Agreement are identified in Orders entered into from time to time by D&B and Customer. No obligation to furnish or to pay for a particular Service arises under this Agreement until D&B accepts an order placed by Customer. Submitting an order is subject to D&B's acceptance of the Customer's offer when D&B issues a confirmation of acceptance by email to the email address which Customer has supplied to D&B. No contract will exist between Customer and D&B for the supply of the Services unless and until D&B accepts Customer's order by email confirming that the Services are ready and containing a link to a webpage containing the Information that the Customer has ordered. That acceptance will be deemed complete and will be deemed for all purposes to have been effectively communicated to Customer at the time D&B sends the email to Customer. All accepted orders (the "Orders") for Services are subject to this Agreement, and the terms of such Orders are incorporated by reference in this Agreement and particular Services may be subject to specific terms and conditions set out in an addendum ("Addendum") to this Agreement. Customer is not permitted to cancel orders once D&B has sent the website link to Customer via email.
 

Terms and Conditions of Service
 
1. Licenses
  1.1 D&B grants to Customer a non-exclusive, non-transferable license ("License") to use and display the Information and Software (in object code format only) constituting each D&B product specified in an Order, subject to the limitations contained in this Agreement and such Order. D&B retains all ownership rights (including copyrights, database rights under the Database Regulations 1997 and other intellectual property rights) in the Services, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement and such Order.
  1.2 Each License is for a term of twelve (12) months, beginning on the date of the Order, unless another term is specified in the Order. D&B may extend the term for an additional period, in its discretion, while the parties are engaged in renewal discussions. Any such extension shall be subject to this Agreement. Each License or Order may be renewed as set forth in the Order and by mutual written agreement and payment of renewal fees and applicable product and service fees (the initial term and any renewal period for an Order or License constitute "the Term" for such Order or License).
  1.3 Software "Updates" (i.e., minor enhancements, additions, and substitutions to Software, including corrections and bug fixes) are provided at no additional fee, if available. "Upgrades" (i.e., modifications, additions or substitutions that result in a substantial change, improvement or addition to Software), if available, are provided for an additional fee, if applicable. The determination of whether a matter involves an Update or an Upgrade is within the sole discretion of D&B. All Updates and Upgrades obtained by Customer are subject to this Agreement.
  1.4 Telephone and email based software support is available during normal business hours during the Term of an Order for the currently licensed Software versions, and only if Customer has installed all Updates received.
 
2. Delivery
  2.1 Customer will have seven days from the date that D&B sends the email referred to in the introduction above to Customer within which it is able to download the Services.
  2.2 D&B will use all reasonable endeavours to ensure that Customer is able to download the Services. In the event that Customer is unable to download the Services, Customer should contact Customer Services at D&B either via email on customerhelp@dnb.com or by telephone on 0870 243 2344 or by fax on 01494 422260 or by post at D&B, Holmers Farm Way, High Wycombe, Buckinghamshire, HP12 4UL, UK within that seven day period.
  2.3 Customer will be deemed to have received the Services once D&B has recorded the clicking of the download link.
 
3. Restrictions on Use
  3.1 Information and Software are licensed for Customer's internal use only and (i) only at the points of service specified in the Order; (ii) only for the frequency of use or total number of users set forth in the Order; and (iii) subject to any other restrictions set forth in the Order.
  3.2 Customer will not provide Information, Software or other Services to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Information in legal proceedings.
  3.3 Customer will not attempt to access, use, modify, copy, reverse engineer, or otherwise derive the source code of Software.
  3.4 Upon reasonable notice and during normal business hours, Customer will permit D&B to inspect the locations at, or computer systems on which, Information and Software are used, stored or transmitted so that D&B can verify Customer's compliance with this Agreement.
  3.5 Customer will not use Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. In addition, Customer will not use any Service to engage in any unfair or deceptive practices and will use the Services only in compliance with applicable laws or regulations, including laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection and privacy. In particular each party acknowledges that it shall comply with its obligations under the Data Protection Act 1998 in relation to this Agreement.
 
4. Copying
  4.1 Customer will not copy, download, upload or in any other way reproduce Information or Software except for creating a reasonable number of copies of Information in any format for internal use only in accordance with this Agreement and not for general internal distribution.
 
5. D-U-N-S Numbers
  5.1 D-U-N-S Numbers are proprietary to and controlled by D&B. D&B grants Customer a non-exclusive, perpetual, limited license to use D-U-N-S Numbers solely for identification purposes and only for Customer's internal business use. Where practicable, Customer will refer to the number as a "D-U-N-S Number" and state that D-U-N-S is a registered trademark of D&B.
 
6. Third Party Services
  6.1 Customer may engage a third party to process or host Information (a "Processor") provided that Processor and D&B enter into a D&B Processor’s Agreement before any Information or Software is provided to the Processor.
  6.2 Third parties that provide information to D&B for use in providing the Services are intended third party beneficiaries of paragraphs 7 and 10.
  6.3 Subject to paragraph 5.2 above, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to rely upon or enforce any term of this Agreement but that does not affect any right or remedy of a third party which exists or is available apart from the Act.
 
7. Payment
  7.1 Customer will pay D&B in accordance with the Order. Prices and product descriptions are those set forth in the Order, or, if not included in the Order, in the applicable pricing and product policies, which policies are incorporated herein. A late payment charge of 4% above the base rate from time to time of Barclays Bank plc calculated on a daily basis will be applied to any outstanding balances until paid.
  7.2 Time of payment shall be of the essence under this Agreement.
  7.3 Customer will pay any VAT properly chargeable under this Agreement.
  7.4 Subject to express terms being agreed in writing on the Order, Customer may be entitled to "carry over" portions of unused volume or usage upon renewal of an Order.
  7.5 If Customer exceeds the agreed usage on the Order Customer will pay D&B the applicable pricing for the product as set by D&B from time to time.
  7.6 If Customer's pricing with respect to a particular Order is based on Customer's expected volume or usage as indicated on such Order and Customer does not meet such volume or usage levels, Customer will pay D&B a sum based on the pricing applicable to the volume or usage actually utilized by Customer.
 
8. Disclaimers
  8.1 Though D&B uses extensive procedures to keep its database current and to maintain accurate data, Customer acknowledges that the Information will contain a degree of error and that Customer is responsible for determining that the Information is sufficiently accurate for Customer's purposes.
  8.2 ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, D&B DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D&B DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. SUBJECT TO PARAGRAPH 10.2, D&B WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, D&B'S CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES.
 
9. Copyrights and Other Proprietary Rights
  9.1 Customer acknowledges that Information and Software are proprietary works of D&B and comprise: (i) works of original authorship, including compiled Information containing D&B's selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by D&B at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm D&B or reduce D&B's incentive to create, develop and maintain such information. Customer will not commit or permit any act or omission that would contest or impair D&B's proprietary and intellectual property rights in Information and Software or that would cause the Information or Software to infringe the proprietary or intellectual property rights of a third party. Customer will reproduce D&B's copyright and proprietary rights legend on all copies of Information and Software.
  9.2 Customer will not use any trademark, service mark or trade name of D&B or any of D&B’s affiliated companies or publish any press releases regarding this Agreement or any Order.
  9.3 D&B will treat all information that Customer designates in writing to be proprietary in the same manner as D&B treats its own proprietary information. D&B agrees not to use such identified proprietary information except for the purposes of performing its obligations to Customer and for internal analytical purposes (i.e., analyzing such data to improve D&B’s products and services). Such proprietary information shall not include information that (i) is or becomes a part of the public domain through no act or omission of D&B; (ii) was in D&B’s lawful possession prior to Customer’s disclosure to D&B; (iii) is lawfully disclosed to D&B by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by D&B without use of or reference to the proprietary information.
  9.4 D&B represents and warrants to Customer that, to D&B's knowledge, the Software and Information, when used in accordance with this Agreement, do not violate any existing copyrights, patents, trademarks, or other intellectual property rights of any third party in the territory where the Services are provided. The foregoing warranty does not apply to the extent Customer modifies the Software or Information in any way or combines the Software or Information with material from third parties.
 
10. Termination
  10.1 In the event of material breach (including, without limitation, an assignment in violation of paragraph 12 hereof) by Customer or D&B, the non-breaching party may immediately terminate this Agreement or particular Orders without prior notice. In addition, D&B may terminate this Agreement or particular Orders upon 30 days' prior written notice; provided that if D&B terminates this Agreement or particular Orders other than for cause, D&B will refund to Customer the unused balance of any amounts paid under the relevant Orders.
  10.2 The provisions set forth in paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4, 11 and 12 will survive the termination of this Agreement.
  10.3 If, without D&B's written permission, Customer continues after termination to obtain Services covered by a terminated Order or Agreement, Customer will be liable to D&B for the undiscounted list price for such Services in effect on the date of such termination.
  10.4 Upon termination of a Term with respect to particular Information or Software, or upon receipt of Software or Information that is intended to supersede previously obtained Software or Information, unless D&B instructs Customer otherwise, Customer will immediately delete or destroy all originals and copies of the Information or Software, and upon request, provide D&B with certification thereof.
  10.5 Termination of this Agreement will result in a termination of all outstanding Orders.
 
11. Limitation of Liability
  11.1 Each party’s liability to the other party for death or personal injury resulting from its own or that of its employees, agents’ or subcontractors’ negligence, or for fraudulent misrepresentation, shall not be limited.
  11.2 Except for claims arising out of breaches of Clauses 2 or 8, each party’s aggregate liability with respect to a particular order whether arising in contract, tort or otherwise (including in each case negligence) will not exceed the aggregate amount payable by Customer to D&B pursuant to such order. Any claims must be brought, in accordance with this agreement, within 12 months of the first occurrence giving rise to such claims, or such claims will be forever barred.
  11.3 D&B shall not be liable to the Customer for any loss of profits, goodwill, savings or for any type of special, indirect or consequential loss even if such loss was reasonably foreseeable or either party had been advised of the possibility of the other party incurring the same.
 
12. Choice of Law; Disputes
  12.1 This Agreement is governed by and construed in accordance with the laws of England and both parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.
  12.2 Customer will pay all costs and expenses, including reasonable attorneys' fees, that D&B incurs in any action to enforce Customer's and Customer-Related Companies' obligations under this Agreement.
 
13. Miscellaneous
  13.1 This Agreement, all Orders, addenda and schedules, and D&B's published policies and procedures referred to herein and in effect from time to time, including those published on D&B's web site, constitute the entire agreement between D&B and Customer regarding the Services. Save as expressly set out in this Agreement, neither party shall have any liability for any other representation, warranty or promise made prior to the date of the Agreement unless it was made fraudulently. Unless an Order states otherwise, where there is a conflict between the terms of any addenda or schedules and this Agreement, the terms of the Agreement shall control with respect to the Services. Where there is a conflict between the terms of any Order and this Agreement, the terms of the Order shall control with respect to the Services set forth in such Order and solely to the extent of the conflict. Any amendments of or waivers relating to this Agreement or any Order must be in writing signed by both parties.
  13.2 This Agreement binds and inures to the benefit of the parties and their successors and assigns, except that neither party will assign this Agreement without the prior written consent of the other party; however, D&B may assign the Agreement in connection with a merger or consolidation involving D&B (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of D&B's assets (so long as the assignment is to the acquirer of such assets).