• GBG hosts the Supplier Data
• No personal data is transferred to the Supplier
• A Standard Matching Rule will be applied to this Dataset

The Supplier Data used to provide International Address Cleansing is provided by a number of GBG’s Suppliers. GBG is obliged under the terms of its agreement with its Supplier (Supplier 1) to ensure that all End Users agree to comply with the following licensing provisions. Supplier 1 provides GBG with Australian address data.

1. DEFINITIONS AND INTERPRETATIONS
1.1. In these Additional Terms, the following definitions shall apply, in addition to the definitions set out in the General Terms and Product Terms:
“Australia Post” means the Australian Postal Corporation, including, where permitted by context, all of the Australia Post’s officers, employees, agents and contractors.
“Australia Post Data” means the Supplier Data provided to GBG by Australia Post and included in this Dataset provided to the End User.
“Business Day” means a day other than a Saturday, Sunday or gazetted public holiday in Victoria, Australia or an Australia Post authorised holiday.
“Claim” means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at Law, in equity, under statute or otherwise.
“Corporations Act” means the Corporations Act 2001 (Cth).
“End User Data” means any data provided to GBG by the End User for processing in accordance with the terms of the Agreement including where relevant any personal data.
“Existing Address Database” means a single address or address database but which expressly excluding the Australia Post Data.
“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, know-how, confidential information, patents, inventions, domain names and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
“Loss” means any damage, loss, cost and expense (including legal and other professional advisors’ costs and expenses) suffered by a party.
“Material Term” means clause 2 of these Additional Terms and the confidentiality and security provisions set out in the General Terms.
“Permitted Purpose” means those purposes, restrictions and/or conditions for the use of the Dataset outlined by the Supplier as set out in clauses 2.3-2.10 below in respect of an End User. This is in addition to the Customer Use Case set out in the Agreement and at clause 2.1.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth) (as amended).
“Privacy Law” means all Commonwealth, State and Territory legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to the Personal Information including, but not limited to the Privacy Act 1988 (as amended from time to time).
“Prohibited Purpose” means those purposes as set out in clause 2.7 of these Additional Terms.
“Related Body Corporate” has the meaning in the Corporations Act.
“Representative” of a party includes an employee, agent, officer, director, adviser, contractor or sub-contractor of that party or of a Related Body Corporate of that party.
“Single Legal Entity” means an individual person, body corporate or other legal entity and for the purposes of the government means an individual Agency as defined under the Financial Management and Accountability Act 1997 or an individual Commonwealth authority or company under the Commonwealth Authorities and Companies Act 1997.

2. USE OF THE DATASET
2.1. This Dataset may only be used for the Customer Use Case detailed in this clause 2.1. provided that such Customer Use Case is selected on the End User’s Order Form and the End User complies with any use case restrictions set out in the Agreement or these Additional Terms:
• Customer Management (Appending)
• Customer Management (Data Quality)
• Customer Management (Indicators)
• Records Management (Appending)
• Records Management (Data Quality)
2.2. In addition to the Customer Use Case restrictions contained within clause 2.1 (including any conditions that apply to that Customer Use Case) the following terms also apply.
2.3. GBG grants the End User a non-exclusive, non-transferable, revocable licence for the Term to use the Australia Post Data provided through this Dataset solely for the Customer Use Case and Permitted Purpose.
2.4. In order to access this Dataset the End User must be a Single Legal Entity.
2.5. The End User represents and warrants that:
(a) it will not use the Australia Post Data for any Prohibited Purpose;
(b) it will not make any representation, statement or promise in respect of Australia Post, and has no authority to do so; and
(c) it has not relied on any representation made by Australia Post in agreeing to these Additional Terms an selecting the Dataset.
2.6. In utilising this Dataset, the End User confirms that it has a bone fide and lawful business interest for its possession and use of Australia Post Data.
2.7. For the avoidance of doubt, the End User shall not:
(a) reproduce, copy, modify, amend, assign, distribute, transfer, sub-license, reverse assemble or reverse compile, merge or otherwise deal with, exploit or commercialise the whole or any part of the Australia Post Data (or directly or indirectly allow or cause a third party to do the same) including by using the Australia Post Data to derive other solutions (including software, products and/or services) unless otherwise permitted in these terms and conditions; and
(b) create a product which consists of, incorporates or is created using any part of the Australia Post Data and which may be produced in any form, including any device, solution, software or database and which may be in written form or produced electronically (“Product”) or other derivative works from the Australia Post Data to commercialise as their own, unless that Product is solely for one of the End User’s Permitted Purpose.
2.8. The End User acknowledges that the Australia Post Data may include data sourced from third parties. The End User agrees to comply with third party terms and conditions, which apply to the third party data referenced in these Additional Terms, to the extent that the End User has been notified of those terms and conditions and has consented to comply with them.
2.9. Nothing in these Additional Terms, prevents the End User from disclosing Australia Post Data to the extent that it is required by law to disclose the Australia Post Data, provided that the End User use all reasonable and legal means to minimise the extent of disclosure, and require the recipient to keep the Australia Post Data confidential.
2.10. The End User warrants that it will not use the Supplier Data for any reason outside of the Customer Use Case and Permitted Purpose.

3. LIABILITY
3.1. Notwithstanding the liability of the End User to GBG as set out in the General Terms, to the extent permitted by law, Australia Post is not liable to the End User for any Claim or Loss whatsoever suffered, or that may be suffered as a result of or in connection with the Dataset including these Additional Terms, and the End User releases Australia Post irrevocably releases and discharges Australia Post from all such Claims and Losses.
3.2. Without limiting clause 3.1, to the extent permitted by law, Australia Post will not be liable to the End User for any loss of profit, revenue or business, indirect, consequential, special or incidental Loss suffered or incurred by the End User arising out of or in connection with this Dataset, whether in contract, tort, equity or otherwise. This exclusion applies even if those Losses may reasonably be supposed to have been in contemplation of both parties as a probable result of any breach at the time the End User agreeing to these Additional Terms and selecting the Dataset.
3.3. This clause 3 will survive termination or expiry of the Agreement.

4. EXCLUSION OF WARRANTY/IES
4.1. The End User acknowledges and accepts, to the extent permitted by law, GBG nor Australia Post warrants or makes any representations as to:
(a) the accuracy, content, completeness or operation of the Australia Post Data or to it being virus free; or
(b) The Australia Post Data being complete or free from error;

5. INTELLECTUAL PROPERTY RIGHTS
5.1. The End User agrees that all Intellectual Property Rights in the Australia Post Data are and shall remain the sole property of Australia Post or its licensors.
5.2. The End User must notify GBG as soon as practicable if it becomes aware of any actual, suspected or anticipated infringement of Intellectual Property Rights in the Dataset or in the Australia Post Data.
5.3. The End User must render all reasonable assistance to GBG and/or Australia Post in relation to any actual, suspected or anticipated infringement referred to in clause 5.2.
5.4. If a third party makes a Claim against the End User alleging that the Australia Post Data infringes the Intellectual Property Rights of the third party, the End User must immediately allow GBG (or Australia Post, if Australia Post directs) the right to control the defence of the claim and any related settlement negotiations.
5.5. This clause 5 will survive termination or expiry of the Agreement.

6. DATA PROTECTION AND COMPLIANCE WITH RELEVANT LAWS
6.1. GBG provides this Dataset in its capacity as an independent controller.
6.2. GBG does not transfer End User Data to the Supplier to provide this Dataset.
6.3. The End User acknowledge that while the Dataset may not, on its own, contain or constitute Personal Information, its use may result in the identity of individuals being reasonably ascertainable.
6.4. The End User agrees:
(a) that it is responsible for ensuring that its exercise of rights under these Additional Terms and the use of the Dataset does not infringe any Privacy Law;
(b) to use or disclose Personal Information obtained using this Dataset only for the purposes set out in the Agreement and these Additional Terms;
(c) to take all reasonable measures to ensure that Personal Information in its possession or control in connection with this Dataset and these Additional Terms are protected against loss and unauthorised access, use, modification, or disclosure;
(d) not to do any act or engage in any practice that would breach any Privacy Law;
(e) to immediately notify GBG if the End User becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause whether by the End User, its Related Body Corporate or any of its Representatives;
(f) to cooperate with any reasonable demands or inquiries made by Australia Post on the basis of the exercise of the functions of the Office of the Australian Information Commissioner (OAIC) under Privacy Law or the Postal Industry Ombudsman under the Australian Postal Corporation Act 1989;
(g) to ensure that any person who has access to any Personal Information is made aware of, and undertakes in writing, to observe Privacy Law and other obligations referred to in this clause;
(h) to comply, as far as practicable, with any policy guidelines issued by the OAIC from time to time relating to the handling of Personal Information; and
(i) to comply with any direction given by Australia Post to observe any recommendation of the OAIC or the Postal Industry Ombudsman relating to acts or practices of the End User that the OAIC or the Postal Industry Ombudsman consider to be in breach of the obligations in this clause.
6.5. This clause 6 will survive termination or expiry of the Agreement.

7. AUDIT
7.1. In addition to the audit rights contained within the General Terms, the End User shall provide Australia Post and or its agents reasonable accompanied access upon reasonable prior notice, during 9am and 5pm on a Business Data, to its premises, accounts an records relevant to the Dataset, for the purposes of verifying and monitoring the End User’s obligations under these Additional Terms (“Audit”) and shall provide all reasonable cooperation and assistance in relation to the Audit.
7.2. If it is identified through the Audit or otherwise that the End User has not complied with an obligation under these Additional Terms, then without limiting nay other rights or remedies upon GBG’s request, the End User will take all necessary steps to rectify and or remedy such non-compliance.
7.3. The cost of any Audit carried out under clause 7.1 shall be borne by Australia Post unless the Audit reveals a material breach by the End User of its obligation under these Additional Terms, in which case Australia Post shall be entitled to be reimbursed by the End User for all reasonable cost of the Audit including any agent’s fees and the End User shall so reimburse Australia Post within twenty (20) Business Days of such request.
7.4. For the avoidance of doubt, a “material breach” for the purposes of these Additional Terms includes without limitation, any breach of clause 6 in respect of Australia Post’s Intellectual Property Rights, any breach of these Additional Terms or any clauses explicitly called out as being material in the Agreement.
7.5. Where the End User does not grant access to Australia Post and or any of its agents for the purposes of an Audit in accordance with this clause 8, then the End User must pay to Australia Post all reasonable costs incurred by Australis Post in connection with such attempted Audit within twenty (20) Business Days of the data of Australia Post’s invoice in respect of the same and Australia Post may by written notice immediately suspend the supply of Australia Post Data and this Dataset o the End User.

8. SUSPENSION AND TERMINATION
8.1. Notwithstanding the termination provisions between GBG and the End User in the General Terms, under the terms of GBG’s agreement with its Australian Data Services Supplier, GBG may limit, suspend or terminate the End User’s rights under these Additional Terms, including the right for the End User to access the Australia Post Data at any time upon notice when, and for the duration of the period during which:
(a) the End User contravenes (or is believed on reasonable grounds to be in possible contravention of) any law of the Commonwealth or of a State or Territory;
(b) in the reasonable opinion of GBG, the End User is acting in a manner or providing a Service which has the effect or potential to damage the reputation of Australia Post which is not remedied within 14 days after receipt of notice from Australia Post or specifying the issues; or
(c) the licensed right granted by Australia Post to GBG for the licensing of the Australia Post Data has been suspended or terminated.
8.2. The End User acknowledges that GBG may exercise its rights under clause 8.1 in accordance with the directions of Australia Post.
8.3. The termination, surrender or expiry of this Dataset for any reason will not extinguish or otherwise affect:
(a) Any rights of either party against the other which accrued before termination, surrender or expiry and which remain unsatisfied; or
(b) Any other provisions of these Additional Terms which are expressly stated to or which by their nature survive termination.
8.4. If these Additional Terms are surrendered, terminated or expires, for any reason whatsoever, then the following provision of this clause will apply notwithstanding such surrender, termination or expiry the End User must cease using the Service and the Australia Post Data and undertakes that it will destroy all copies, reproductions or adaptations of the Australia Post Data, or any part thereof made, held or controlled by it and, promptly upon written request from GBG, deliver a statutory declaration sworn by an authorised representative of the End User confirming that all copies, reproductions or adaptations of the Service and Australia Post Data, and any part thereof, have been destroyed. The Parties understand that this will be achieved by the End User ceasing to use the Services and removing all Australia Post reference Data from its systems.

9. INDEMNIFICATION
9.1. The End User must defend and indemnify Australia Post and its Representatives (those indemnified) from and against all Losses suffered or incurred by and of those indemnified to the extent that those Losses are suffered as a result of, whether directly or indirectly, of:
(a) any breach of a Material Term by the End User or its Representatives;
(b) any unlawful act by the End User or its Representative in connection with these Additional Terms or this Dataset;
(c) any illness, injury or death to any person arising out of or in connection with the performance of these Additional Terms and caused or contributed to by the negligent or wrongful act or omission of the End User or its Representative; or
(d) any loss or damage to any property of any person, arising out of or in connection with the performance of these Additional Terms and caused or contributed to by the negligent or wrongful act or omission of the End User or its Representative, except to the extent that the Loss is caused by the negligence or wrongful act or omission of those indemnified.
9.2. This clause 9 will survive termination or expiry of the Agreement.

10. GENERAL
10.1. Any rights not specifically granted to the End User under these Additional Terms are reserved to the extent permitted by law.
10.2. GBG holds the benefit of all of the provisions of these Additional Terms that refer to Australia Post on trust for the benefit of itself and Australia Post, and GBG may enforce those provisions on behalf of Australia Post. Further the End User acknowledges and accepts that Australia Post reserves the right to enforce any provision of these terms should this become necessary.
10.3. Notwithstanding any other provision of these terms, the End User acknowledges and agrees that Australia Post and /or GBG must comply with any future legislation and / or Government policy which imposes binding restrictions or limitations on Australia Post’s GBG’s use of the Australia Post Data, including any restrictions or limitations relating to the supply of Australia Post Data or elements thereof to any person, and these terms, and the End User’s agreements with any other parties, will be varied accordingly.
10.4. Pursuant to the agreement between GBG and Australia Post under which GBG is granted a licence to incorporate the Australia Post Data into the Service, Australia Post reserves the right to vary these Additional Terms from time to time in certain circumstances. To the extent that those variations require a corresponding variation to these Additional Terms, GBG may do so, provided that it gives the End User prior notice of such variation (having regard to the period of notice received by GBG). The End User undertakes to do all things (including executing and entering into such amendment or restatement deed) as reasonably required by the third party supplier to formalise and give effect to any and all variations made by GBG under this clause 12.3.
10.5. Under its agreement with Australia Post, GBG is required to provide to Australia Post with a copy of the Agreement entered into with the End User, subject to limited redaction around the terms not relevant to these terms. The End User confirms that this is permitted.

11. MATCHING RULE
11.1. This Dataset will be processed against the Standard Matching Rule of address only.