Loqate ANZ

• These Product Terms are supplementary to the General Terms agreed by the Parties and referenced in the Order Form and together shall apply to the Loqate ANZ product (the "Product”).
• Additional Terms may also apply depending on the specific Datasets purchased from GBG. These Additional Terms shall form part of the Agreement where the relevant Datasets are selected on the Order Form.

1. DEFINITIONS AND INTERPRETATION

• 1. In these Product Terms the following definitions shall apply:

     “Additional Services” means services which are not directly covered by the Agreement and may be subject to Additional Terms as set out at Schedule 5.3.

     “Annexure” means a document which is annexed or attached to these Product Terms and is identified as an annexure, attachment or schedule, and may include any addendum, amendment, appendix, file attachment, variation or URL/hyperlink.

     “Batch Service” means the processing and enhancement of Input Materials by GBG and the delivery of Results to the Customer by data file.

     “Discontinued Version” means a Version or Versions (or elements or parts thereof) of the Service that that may be retired as part of GBG’s ongoing product lifecycle management programme.

     “Documentation” means any manuals including release notes, reference guides, specifications or other documents relating to the Product provided to you by us.

     “End User” means any customer of yours to whom you make available or propose to make available the Service;

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

     “Permitted Purpose” means the permitted purpose as defined in Clause 15 of Schedule 5.1 at Section 1.

     “Prohibited Purpose” means each of the prohibited uses to sell, transfer, supply or otherwise deal with the Supplier’s Solutions, as further defined in Clause 16 of Schedule 5.3.

     “Purchased Transactions”

     “Professional Services” means the professional services as indicated on the Order Form and provided in accordance with the terms set out in Annexure detailing statement of work.

     “Renewal Term” means the automatic renewal of the Agreement at the conclusion of the Initial Term and subsequently on the anniversary date of the Commencement Date for the period set out in the Agreement as the Initial Term, subject to any variations agreed between the parties.

     “Schedule” has the same meaning as Annexure.

     “Standard Price” means GBG’s standard Charges for the use of Services and/or Datasets provided as part of the Service as set out in the Order Form and updated by GBG from time to time.

     “Standard Support Services” means the standard support services as indicated on the Order Form and provided in accordance with the terms set out on the Product Page as updated from time to time.

     “Test Account” means an account provisioned in the Order Form at the line item of same name, issued in accordance with Clause 3.11 of these Product Terms and any other special terms that may apply specifically to such an account for the specific purpose of a Customer conducting testing of the Product and/or Services, subject to restrictions that may be in place in relation to users, Charges, transactions, time or any other restrictions that the parties agree may apply during the relevant term applicable to the Test Account.

     “Transaction” means a single search, click, check or any other means of obtaining Results, as outlined within the Order Form.

     “Update” means any improvements, updates, variations, modifications, alterations, additions, error connections, bug-fixes, enhancements, functional changes or other changes to the Service that do not constitute an Upgrade.

     “Upgrade” means a new release of the Service that constitutes a significant change, for example, a release of the Service that introduces new features and/or additional functionality. An upgrade can also refer to a product change that requires the Customer to migrate  to a new or alternative GBG product that has the same general function and purpose but enhanced or upgraded features.

     “We/Us/Our” means GBG or, where applicable, a GBG Group Company.

     “You/Your” means the Customer and any users.

  2. Any definition not provided in this Schedule shall have the same meaning as set out elsewhere in the Agreement.
  3. The headings in this Agreement do not affect its interpretation.
  4. References to clauses, sections and Annexures are to clauses, sections and Annexures of these Product Terms or General Terms as applicable.

2. TERM OF THE AGREEMENT

• 1. This Agreement will start on the Contract Start Date and will continue for the Initial Term and thereafter until terminated in accordance with clause 6.4(c) or clause 11 of the General Terms.
  2. Upon completion of the Initial Term, the Agreement will automatically renew on each anniversary of the Commencement Date for a Renewal Term of 12 months, or such other other period as agreed by the parties in writing.

3. PROVISION OF THE SERVICE

1. 1. GBG will provide the Customer with the Service detailed in the Order Form and in accordance with the terms set out in this Agreement.
   2. GBG will use reasonable endeavours to provide the Service in accordance with any timetable agreed with the Customer. However, the Customer acknowledges and accepts that any dates given by GBG are estimates only and that delivery of the Service will be dependent upon the Customer’s timely cooperation with GBG as well as other factors outside of GBG’s reasonable control.
   3. You acknowledge that components of the Services or the Product are supplied to You on an ‘as-is’ and ‘as-available’ basis, as some components and/or access are dependent on websites or third-party services that are not within Our control.
   4. Where relevant to the Service being provided, the Customer acknowledges and accepts that occasionally GBG, in providing the Service, may be required to:
      1. 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;
      2. give the Customer instructions in relation to the Service as it relates to Data Breach, Event of Force Majeure, Supplier Technology, Supplier Data or Unauthorised User/s, those instructions being that which it reasonably believes are necessary to maintain the quality of any Service provided by GBG and GBG shall not be responsible for any errors in the Service resulting from the Customer’s non-compliance with such instructions;
      3. direct the Customer to a third-party website as part of delivery of the Services, of which the Customer will be subject to the relevant terms, conditions and policies contained in or on that third-party website, of which GBG does not operate, associate or endorse, and is not responsible for, in any way; and
      4. suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency, in which case GBG will give the Customer as much on-line, written or oral notice as possible and shall ensure that the Service is restored as soon as possible following suspension.
   5. The Customer shall be responsible for:
      1. Ensuring Users are aware of the obligations under the Agreement, as well as any applicable limitations on use;
      2. Provide your Users with information about the Services, including information on how to make full and proper use of the Product;
      3. ensuring that you have a minimum of one System Administrator;
      4. informing GBG of any changes to the System Administrator’s contact details without undue delay;
      5. providing the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Service;
      6. the configuration and management of access to the Service including configuration of the Customer’s network, firewall, DNS, routers, personal computers and User Profile; and
      7. Notifying GBG of any third-party service providers that the Customer may integrate the Service into that are not internal systems/machines so as to permit GBG to assess use and ensure compliance with relevant laws and regulations (particularly in respect of privacy and data protection)
   6. GBG is not responsible for:
      1. the Customer or their User/s failing to use the service in accordance with the Agreement;
      2. any fraudulent or other illegal activity conducted by you or a User in using the Product or Services;
      3. use the Service for the Permitted Purposes and it will not use the Service for any Prohibited Purpose;
      4. making any representation, statement or promise in respect of the Service, and has no authority to do so;
      5. any computer virus, malicious code or software entering your software, hardware or infrastructure (except to the extent it was caused directly by GBG);
      6. any damage to equipment, hardware, programs or data, whether stored or used with the Product and/or Services or otherwise, including the cost of repairing such equipment or hardware and the cost of recovering programs or data (except to the extent it was caused directly by GBG).
   7. The Customer must inform GBG, without undue delay, of any changes to the information which the Customer supplied within the Order Form.
   8. The Customer must inform GBG, without undue delay, in the event of a breach of this Agreement by you or your Users. You must immediately notify us of the breach and communicate with your Users to advise to cease any breach, and/or cure or remedy the relevant breach.
   9. Unless otherwise agreed in writing, GBG will not carry out any form of penetration or security testing regarding the interoperability, compatibility or coexistence of the Product or the Service with your operating system, network environment or hardware.
   10. GBG 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 GBG and its provision of the Service including those which relate to the provision of Results or receipt of Customer Data.
   11. Where GBG provisions You with a Test Account, You agree to use the Test Account in accordance with the following additional requirements:
       1. You will be provisioned with a Test Account for the limited purpose of testing the Services in accordance with the term, Charges and transaction limits set out in the Order Form;
       2. Should any use of the Test Account fall outside of the term, Charges or transaction limits set out in the Order Form, We will invoice You any additional fees or Charges for that use at the standard licenced items rate; and
       3. Any usage above the licenced items purchased transactions as set out in the Order Form for the Test Account will be deemed a Billable Transaction and charged as part of your production Licensed Items. If no production Licensed Items are included in the Order Form, You will be charged at the standard rate.

4. USE OF THE SERVICE

1. 1. The Customer shall comply with these Product Terms, General Terms, the Annexures and all relevant Additional Terms to this Agreement.
   2. The Customer acknowledges that provision of the Services are subject to the following terms:
      1. The Product and Services are provided only for the Customer and their Users.
      2. The Customer shall not attempt to nor actually resell, sub-licence, or transfer the Services (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 signatory of the Supplier
      3. The results produced are dependent on the information contained in the relevant Database/s and GBG does not warrant the accuracy, currency completeness or availability of the Database/s where that or those Database/s are owned, operated or managed by any third party or entity that is not a GBG Group Company;
      4. If a source, including a Database, introduces or increases any fee for access or usage, we will notify the Customer by written notice of not less than thirty (30) days and the Customer will be entitled to remove the source from the selected sources set out in the Order Form. If you notify us that you wish to retain the use of that source, GBG is entitled to increase the Charge for access to that service by an equivalent amount, plus any relevant taxes.
   3. Where relevant, the Customer must ensure that any software, equipment and materials which are used with the Service:
      1. are connected and used in accordance with any instructions and security procedures specified by GBG or other relevant third-party licensor; and
      2. are technically compatible with the Service and meet the minimum technical specifications detailed on the Order Form.
   4. Use of the Service is subject to the limitations set out in the Order Form and in clauses 5.5 and 7 of these Product Terms. Should the Customer exceed, or consider that it is likely to exceed the limitations set out, the Customer will be liable for any overuse or additional charges above and beyond any relevant limitation set out in the Order Form.
   5. GBG reserves the right to audit the Customer’s use of the Service to ensure compliance with the terms of these Product Terms and in accordance with clause 12 of the General Terms. In the event that such audit reveals that the Customer has exceeded the scope of the Licence, GBG shall be entitled to recover the full cost of the audit and, if the Customer has received Preferential Pricing, cease applying any such Preferential Pricing in accordance with clause 6.5.
   6. The Customer 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.
   7. The Customer 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 Customer and its use of the Service including those which relate to the provision of Customer Data.
   8. The Customer is responsible for the acts and omissions of all Users of the Service and is liable for any failure by a User to perform or observe the terms and conditions of this Agreement including without limitation to the provisions set out in the Additional Terms and any instructions issued under clauses 3.3(b).
   9. If the Customer uses the Service in contravention of clauses 7, 4.9, 4.8, 6.3 or 7.1 then GBG shall be entitled to treat the contravention as a material breach of this Agreement, which cannot be remedied for the purposes of clause 11.4(b) of the General Terms.

5. CHARGES AND PAYMENT

• 1. The Charges specified in the Order Form shall apply during the Initial Term.
  2. Prepayments are valid for use of the Service in the 12-month period to which they apply and may not be carried over into subsequent years.
  3. Where the customer has agreed to an Annual Commitment, GBG shall monitor the Charges owed for Transactions carried out during each contractual year. In the event that the Charges paid or payable by a Customer in relation to the Transactions carried out via the Service are less than the Annual Commitment in total, then the Customer agrees to pay to GBG (within 14 days of receipt of GBG’s invoice) the outstanding balance to ensure that the Annual Commitment is met.
  4. If the Customer has received Preferential Pricing or if the Standard Pricing or payment terms that applied on the Contract Start Date have changed during the Initial Term then unless otherwise expressly agreed in writing between the Parties, GBG’s Standard Pricing and payment terms will prevail in respect of the Customer’s continued use of the Service after the Initial Term.
  5. If the Customer commits a material breach of the Agreement, and the Customer has received Preferential Pricing, then GBG reserves the right to terminate the Agreement in accordance with clause 11.4 of the General Terms or cease applying any such Preferential Pricing applicable to the Order, as a consequence of the breach. In such circumstances GBG shall provide the Customer with 30 days’ notice of its intention to revoke Preferential Pricing. In the event that Preferential Pricing ceases to apply to an Order pursuant to this clause 5, GBG’s standard pricing and payment terms (as listed in the notice sent to the Customer) will apply in respect of the Customer’s use of the Service from the date of the breach, and continued use of the Service provided under the Agreement for the remainder of the Initial Term and thereafter.
  6. Notwithstanding anything else in this clause 5, after the expiry of the Initial Term GBG shall be entitled to increase the Charges under an Order by giving the Customer 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 Term.
  7. In respect of any Supplier We engage for the purposes of data supply, You agree that the pricing provided in the Order Form is based on the most recent pricing provided by the relevant applicable Supplier but is subject to change by that Supplier without notice to Us and that We are required to levy the relevant fee charged by the Supplier.
  8. Where pricing is changed by a Supplier, we will provide You with ten (10) days notice to consider and accept the revised pricing proposal. If you do not accept the revised pricing proposal, you may terminate this Agreement in accordance with Clause 8.3 of these Product Terms.

6. INTELLECTUAL PROPERTY RIGHTS

1. 1. The Customer acknowledges that all Intellectual Property Rights in the Service and the Results belong and shall continue to belong to GBG and/or GBG’s third party suppliers. Unless otherwise specified in the Additional Terms, GBG grants to the Customer a:
      1. non-exclusive, non-transferable, revocable licence to the Customer for its Authorised Users to use, access and benefit from the Service during the Term in accordance with the terms of the Licence;
      2. perpetual licence to use the Results (including any Supplier Data received as part of the Results) providing that it does so in accordance with all Applicable Data Protection Laws and relevant licence provisions set out in the Additional Terms
   2. GBG acknowledges all Intellectual Property Rights in the Customer Data belong and shall continue to belong to the Customer. The Customer grants to GBG a non-transferable, non-exclusive, royalty free licence to use, disclose and copy the Customer Data to enable GBG to provide the Service and carry out its obligations under this Agreement.
   3. In addition to those obligations set out in clause 6 of the General Terms, the Customer further warrants that:
      1. it will not distribute, market, re-licence, sub-licence, rent, lase, adapt, translate, enhance, modify, reproduce, decompile, disassemble, reverse engineer, create derivative works of or translate the whole or any part of the Services or Product, nor merge the Product into any other product other than in accordance with this Agreement and, where required, with the prior written consent or authorisation from GBG;
      2. it will not use or exploit the Intellectual Property Rights in the Service or Results or permit others to use or exploit the Intellectual Property Rights in the Service or Results outside of the terms of the Licence;
      3. it has no right or interest in the Services (including the Product) or Documentation, and that nothing in the Agreement, Annexures or Schedules shall constitute a licence or grant of any rights to you or your users with respect to any trade mark, service mark, trade name, patent, copyright, trade secret or any other intellectual property right in relation to the Product or GBG;
      4. its use of the Service through any software, equipment, materials or services not provided by GBG will not infringe the rights of any third party;
      5. the use by GBG of the Customer Data through the provision of the Service in accordance with the Customer’s instructions and in accordance with the terms of the Agreement, will not infringe any third party’s Intellectual Property Rights;
      6. its use of the Service through any third-party software, equipment, materials or services not provided by GBG will not infringe the rights of any third party.

7. DATA PROTECTION

1. 1. The Parties acknowledge that unless otherwise stated in the Additional Terms:
      1. the Customer is a controller of any Customer Data that it supplies to GBG via the Service. To the extent that GBG receives and processes the Customer Data in order to perform the Service it shall do so as a separate and independent controller;
      2. GBG is a controller of the Supplier Data that it uses to supply the Service to the Customer, including any Results shared with the Customer. The Customer shall act as a separate and independent controller of the Results which it shall use solely for the Customer Use Case; and
      3. GBG is a controller of the GBG Audit Trail.
   2. The parties further acknowledge and accept that:
      1. The parties acknowledge that while the Product may not, on its own, constitute Personal Information, its use may result in the identity of individuals being reasonably ascertainable.
      2. The Customer is responsible for ensuring that its use of the Product does not infringe any Privacy Law; including but not limited to obtaining consent and provision of relevant information under Australian Privacy laws where required;
      3. Personal Information obtained during the course of this Agreement will only be used or disclosed for the purposes of this Agreement or for a Permitted Purpose
      4. to take all reasonable measures to ensure that Personal Information in its possession or control in connection with this Agreement is protected against loss and unauthorised access, use, modification, or disclosure;
      5. not to do any act or engage in any practice that would breach any Privacy Law;
      6. to immediately notify the other party if it becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause whether by the Recipient, its Related Body Corporate or any of its Representatives;

8. SUSPENSION AND TERMINATION

• 1. We may, on 10 Business Days notice, suspend the provision of Services and the Product if you fail to pay the Charges in accordance with the Agreement.
  2. You may terminate for convenience on 90 days written notice at any time following the Initial Period. Should You elect to terminate for convenience during the Initial Period, You agree that You will incur the fees payable for the remaining period within the Initial Period as agreed between the parties, based on the minimum fee commitment set out in the Order Form.
  3. From time to time, GBG may advise that the Services require change or variation. If such a variation results in a material change of the Services, you are entitled to terminate the Agreement on 30 days written notice.
  4. Upon termination of this Agreement, the Customer may continue to use the Results generated as a result of its use of the Service subject to any conditions set out in the Additional Terms.

9. UPDATES AND UPGRADES

1. 1. As part of GBG’s ongoing product lifecycle management programme, GBG will, from time to time, carry out Updates to the Service. In such circumstances where:
      1. The Update is made automatically to the live Service without the need for action on the part of the Customer, GBG shall notify the Customer of such Updates via its Service Status Page available at gbgstatus.com;
      2. The Customer is required to take steps to install the Update and/or transition to the updated Service, GBG will inform the Customer in writing of such Update and advise them of the steps they need to take. The Customer will, as soon as reasonably possible, carry out the necessary steps detailed in the notice.
   2. The cost of Updates to the Service are included in the Licence Fee payable by the Customer. If additional Professional Services are required by the Customer in connection with an Update, GBG reserves the right to quote for such support separately.
   3. From time to time, GBG may release Upgrades to the Service. The Parties acknowledge and accept that to receive the benefit of an Upgrade the Customer may be required to pay additional Charges and/or agree to new terms and conditions.
   4. Where GBG is no longer able to support a Version of the Service or Solution, GBG shall provide the Customer with reasonable prior notice of its intention to withdraw support for the Discontinued Version. Such notice shall include details of:
      1. the date on which the Discontinued Version will cease to be available to the Customer and/or Consumer;
      2. the action required by the Customer and/or Consumer to implement, install, integrate or move to the Current Version of the Service as part of an Update or Upgrade; and
      3. the support available from GBG to assist the Customer and/or Consumer with the transition to the Current Version as part of any Update or Upgrade.
   5. If the Customer fails to transition to the Current Version of the Service within the specified time period in accordance with clause 9.4 above, GBG may, at its sole discretion from the date specified on the notice given in accordance with clause 9.4:
      1. cease to provide Standard Support Services to the Customer in relation to the Discontinued Version; or
      2. terminate this Agreement.

10. MISCELLANEOUS

1. 1. The relationship between the parties is that of independent contractors. Neither party is an agent or representative of or has the authority to bind the other. Neither party will act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. The Agreement is not intended and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between the parties.
   2. The Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire contracting arrangement between the parties relating to the provision of and use of the Product and Services.
   3. The Agreement may be executed in any number of counterparts, and together will be taken to be one instrument.
   4. All references to “$”, “AUD” or “dollars” shall, unless indicated otherwise, mean Australian Dollars.
   5. As part of GBG’s ongoing product lifecycle management programme, GBG will, from time to time, carry out Updates to the Service.