Terms & Conditions


If you access or use an Information service provided by Dun & Bradstreet (Australia) Pty Ltd or its related entities ("D&B"), you agree to these terms and conditions ("Agreement").

Where you are accessing this service as an authorised representative (e.g. you are an employee of a company), you undertake to provide a copy of this statement to each principal, company officer, partner, or other person that you represent. This Agreement will bind that organisation and those people. "You" includes the organisation and the people represented.

If your organisation is trading as a trust, you agree that the trustee will be liable for this Information service and that the assets of the trust will be available to meet payment for this Information service.

"Information" for the purposes of this Agreement means any and all information supplied to you from time to time by D&B in connection with this Agreement.

You Need to Obey the Law

1.           You agree that you will collect and use all Information which D&B furnishes to you in compliance with all applicable laws.

Example 1: the Privacy Act 1988 (Cth) , related regulations, and codes of conduct (“Privacy Law”) governs the collection, use, storage and disclosure of personal Information. The Privacy Act requires you  to comply with general principles. It also has restrictions on direct marketing.

Example 2: the Australian Consumer Law prohibits individuals and organisations from engaging in misleading or deceptive conduct and other unfair business practices.

(a)          Compliance with this clause includes:

(i)           protecting all Information from misuse, interference and loss, and from unauthorised access, modification and disclosure;

(ii)          making thenecessary disclosures and obtaining the required consents from individuals in connection with this Agreement (for example, by telling them exactly how you will collect, hold, use and disclose Information before disclosing Information to D&B);

(iii)         procuring regular audits of your  own activities to determine compliance with Privacy Laws; and

(iv)        additionally for you, ensuring that all Information you disclose to D&B (“Customer Data”) is accurate, up to date and complete.

2.           These are not the only laws that may apply to your use of Information. You must seek legal advice if you are unsure.

 

No Warranty

3.           Information services are provided by D&B on an "as is" basis with no warranties as to content quality. This is because the Information may be sourced from third parties that D&B does not control and so the Information's accuracy and currency cannot be assured. You agree that you will not rely on the Information, and you acknowledge that, to the extent permitted by law, D&B and its third party data providers:

(a)

Have not verified, and do not warrant or guarantee, the timeliness, currency, accuracy, completeness, merchantability or fitness for a particular purpose of the Information;

(b)

take no responsibility for any error, omission or defect contained in the Information; This paragraph 3 is subject to any Non-Excludable Rights you may have (as described below).

 

Information and Business Decisions

4.           You agree that all Information will be used as only one factor in your credit, insurance, marketing or other business decisions and will not be used to determine a person's or organisation's eligibility for credit or insurance. It is not fit for those purposes.

5.           You also acknowledge that every business decision involves the assumption of a risk and that D&B, in furnishing the Information to you "as is", does not and will not underwrite that risk, in any manner whatsoever. The Information does not take account of your risks or particular business circumstances, and in all cases you must exercise your own business judgement.

6.           You acknowledge and agree that the Information is not to be used for, and is not provided for, personal, domestic or household purposes.

7.           You agree that this Information will not be used to determine an individual's eligibility for employment.

 

Pricing

8.           Information ordered by you under this Agreement will be at the prices displayed at the time of your request. Where you are asked to provide your credit card details, you authorise D&B to charge your credit card with the total price indicated for Information ordered by you.

 

Customer Data

9.           Where you provide information to D&B in order to access or use an Information service, you agree and acknowledge the following in respect of that information (“Customer Data”):

(a)     you represent and warrant that it you have all necessary legal rights, title, consents and authority to provide Customer Data to D&B; and

(b)     you grant D&B a non-exclusive, perpetual, royalty-free licence to use that Customer Data to fulfil its obligations under this Agreement, to validate and/or enhance D&B's products and services and to inform you of other D&B products, services and promotions.

(c)     That D&B will not disclose the origin of Customer Data unless required by law or disclosure is inherent in the nature of the D&B product (for example, credit Information inherently discloses the identity of the credit provider and the contact details of the individual that the credit reporting Information is about).

 

Intellectual Property

10.         All Information is licensed to you and D&B retains all ownership rights (including copyright and all other intellectual property rights) in the Information. This Agreement grants you a non-exclusive, non-transferable licence to use the Information for your internal business purposes only (subject to the limitations contained in this Agreement). You obtain only such rights as this Agreement explicitly grants.

11.         You further acknowledge that the Information, regardless of form or format, is proprietary to D&B and comprises: (a) 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; (b) confidential and/or trade secret Information; and (c) Information that has been created, developed and maintained by D&B at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm D&B. You must not commit or permit any act or omission by your agents, employees or any third party that would impair D&B's proprietary and intellectual property rights in the Information. You agree to notify D&B immediately upon obtaining any Information regarding a threatened or actual infringement of D&B's rights.

 

No Copying or Sharing With Others

12.         You agree not to reproduce, reveal, disclose, sell, or make the Information available to anyone else. You must hold all Information in strict confidence. You agree to indemnify, defend and hold harmless D&B from any claim or cause of action against D&B arising out of your breach of this Agreement or relating to use of the Information by individuals or entities who have not been authorised by this Agreement to have access to and/or use the Information.

 

Limitation and Exclusion of Liability

13.         The Australian Consumer Law may confer certain rights and remedies on you in relation to the provision by D&B of goods or services under this Agreement. This Agreement does not exclude, restrict or modify the application of any condition, warranty, guarantee, right or remedy conferred by or implied under any provision of the Australian Consumer Law or any other statute where to do so would:

(a)

contravene the relevant statute; or

(b)

cause any part of this agreement to be void or unenforceable.

 

Non-Excludable Rights

14.         To the extent permitted by law (including by the Australian Consumer Law):

(a)

all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under the general law or by statute are expressly excluded under this Agreement; and

(b)

D&B is not liable (including in negligence) for any loss of profit, loss of revenue, loss of goodwill, loss of or damage to reputation, loss of capital, downtime costs, loss under or in relation to any other contract, or any indirect, consequential or special loss or damage incurred by you or any other person arising under or in connection with this Agreement or the provision, collection, interpretation, reporting, communication or delivery of any Information (even if you have been advised of the possibility of such loss or damage).

15.         Subject to clause 15, and to the extent permitted by law (including by the Australian Consumer Law), D&B's total liability to you under or in connection with this Agreement (including in negligence) is limited, at D&B's option, and in the aggregate to:

 

(a)

in the case of services, the lowest of the cost of supplying the services again and payment of the cost of having the services supplied again; and

(b)

in the case of goods, the lowest of the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

 

Indemnity

16.                   (a) You indemnify and hold D&B and its employees, agents and contractors harmless from all costs, losses and expenses arising from or in connection with third party claims for or in connection with: (i) your or any user's unlawful use (whether in the countries of use or in Australia) of the Information, or a D&B product or service; (ii) the provision by you to D&B of any Customer Data; (iii) any reliance by you on Information provided by D&B to you (including, to avoid doubt, where you have acted, or have omitted to act, on the basis of that Information); and (iv) the observance or performance by D&B of any instructions given by you in relation to any D&B product or service.

(b)    D&B indemnifies and holds you harmless from all costs, losses and expenses arising from or in connection with third party claims for or in connection with (i) D&B's unlawful creation of a D&B product or service; (ii) intellectual property infringement claims (“IPR claim”) relating to D&B authorised use of D&B product or services, where the D&B product or service (including any Information or software) has not been modified by you, and where that D&B product or service is not being used with other D&B product or services not supplied by D&B (if the intellectual property infringement claim would not have arisen without that other D&B product or service use)

(c)    Those indemnified will: (i) give written notice to the indemnifying party of any threatened or actual costs, losses and expenses as soon as is practical; (ii) give the indemnifying party the option to conduct the defence and settlement of the costs, losses and expenses and not make any admissions or otherwise attempt to settle or compromise the costs, losses and expenses except on the express instructions of the indemnifying party; (iii) provide the indemnifying party with reasonable assistance (at the indemnifying party's expense) in conducting the defence or settlement of the costs, losses and expenses.

(d) Where there is an IPR claim and D&B either: (i) modifies or substitutes the infringing part of the Information, or other part of D&B product or service (at D&B's expense) so that it becomes non-infringing without suffering a material adverse effect on performance or functionality; or (ii) obtains for You the right to continue to use the infringing Information, or other part of a D&B product or service, this is Your sole remedy for breach of contract in connection with any alleged IPR infringement.

(e) Each indemnity in this agreement is a continuing obligation which is independent from the each party's other obligations and continues after the expiry or termination of this agreement.

 

D&B Privacy Policy

17.         You agree that D&B's Privacy Policy forms part of this Agreement and applies to Information collected from you or disclosed by you to D&B. To access D&B's Privacy Policy click here.

 

Entire Agreement

18.         This Agreement constitutes the entire agreement between you and D&B concerning its subject matter and is governed by and construed in accordance with the laws of the State of Victoria. If any term of this Agreement conflicts with the provision of any legislation of the Commonwealth of Australia or any State, that legislation will prevail. This Agreement is binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

 

 

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