Terms And Conditions

The below Standard Terms & Conditions (“T&Cs”) apply to Dun & Bradstreet Information Services India Private Limited (“D&B”) and the Customer, including the Customer’s employees and contractors, if any, or any person or entity accessing and/or using the Information and Services (“Users”), for the period mentioned in the Order. D&B either directly or indirectly through its affiliates, shall make available to Customer the services identified in Order, which may include information ("Information"); or professional services and other services (all together “Services”), subject to these T&Cs. The Services under these T&Cs are licensed for use that is commercial in confidence by the Customer as specified herein, unless otherwise explicitly mentioned in the Order.

1.Scope of License. In consideration of the Customer’s payment of all Fees due and subject to these T&Cs, Customer is hereby granted a non-exclusive, non-sublicensable, non-transferrable, limited, revocable license to access and use the Information and/or Services as detailed in the Order.

2.Terms of Use. Customer will not, either directly or indirectly through any other party, access or use the Information or Services, in whole or in part, with the intent to commercially exploit it, by way of sub-licensing or selling it; or voluntarily produce it in any legal proceeding without D&B’s prior written consent, unless otherwise required by law; or use in any unauthorized manner. The Services shall be used by Customer only in India to support its India business. Customer will not use the Services to engage in any unfair or deceptive practice and will use the Services only in compliance with all applicable local, state, central and international laws, rules, regulations or requirements, regarding data protection and privacy. Customer will not copy, download, upload or in any other way reproduce Information, except as expressly permitted herein. Users will not use Information or Services (i) as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family, household or employment purposes; or (ii) in any manner that would cause such Information to be construed as, a consumer report. In addition, the Customer agrees that in the event D&B obtains information or other evidence leading it to reasonably conclude that the Customer is violating its obligations herein, D&B may at its expense, and on reasonable notice and during normal business hours, with Customer’s consent inspect the locations at; or computer systems on; which the Information is used, stored or transmitted; OR if requested by D&B, an officer of Customer will certify that it is in compliance with these T&Cs. D&B agrees to treat all information obtained in the course of any such audit as confidential; and that such information shall not be used for any purpose except to verify compliance with these T&Cs, or as required by law. 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 (excluding linkage D-U-N-S® Numbers) solely for identification purposes and only for Customer's business use as specified herein. 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.

3.Fees & Pricing. The Customer agrees to pay D&B, in Indian Rupees, in accordance with the payment terms specified in the Order and it shall not make any set-off against D&B. No advance payments will be refunded by D&B in any event whatsoever, including (i) voluntary termination of the Order by the Customer; and/or (ii) Customer voluntarily stops using the Services. Applicable taxes (as per the extant laws and prevailing rates) will be payable in addition to the stated fees. In case the Customer fails to make the payment within the stipulated timeframe as mentioned in the payment terms column, D&B will be entitled to charge a late payment fee @ 2% per month from the due date till the payment is made. Owing to the changes in the tax laws, any change or increase in goods and services taxes, on accounts of GST legislation(s) shall be to account of the Customer. Parties shall always comply with the extant GST legislation(s). The Customer shall clearly mention the ‘BILL TO’ and ‘SHIP TO’ addresses in the purchase order(s), if any, to be issued by Customer pursuant to any Order, if not provided in the Order. The Customer shall provide correct GST registration details to D&B. D&B shall not be responsible to verify the same and shall rely on the details provided by the Customer, while raising the invoice(s) under the Order. In case of failure on part of the Customer to provide the GST registration details, the Customer shall be treated by D&B as unregistered under the GST legislation(s) and the Customer shall be required to provide a declaration in this behalf to D&B.

4.Ownership. Intellectual property rights in whatever owned by the respective party will continue to vest in the said party. Nothing herein shall be construed to mean transfer or assignment of intellectual property rights by one party hereto to the other. The Information is owned either by D&B or its associate/sister concerns, as the case may be, and such entity is the sole owner and proprietor of all rights including copyrights, trademarks and all other intellectual property rights (“IP Rights”) in the said Information, including, all research, analysis, data provided in any form, and is protected by Indian and foreign laws and applicable treaties and conventions. Any misappropriation or unauthorized use of the Information for commercial gain would unfairly and irreparably harm the proprietary and intellectual property rights in the Information of D&B or its associate/sister concerns. The Customer shall not commit or permit any act or omission that would impair D&B’s or its associate/sister concerns’ proprietary and IP Rights in the Information licensed by or through D&B to the Customer. The Customer shall reproduce D&B’s or its associate/sister concerns’ copyright and proprietary rights’ notice on all authorized copies of the Information. D&B represents to the Customer that to the best of D&B’s knowledge, the Information, when used in accordance with these T&Cs will not violate any existing copyright, patent, trademark or other extant intellectual property rights of any third party, however, this representation shall not hold good to the extent the Customer modifies the Information in any way or combines the Information with any other material of third party. Neither party will use the trade names, trademarks or service marks or other intellectual property of the other party in any news release, publicity, advertising, or endorsement without the prior written approval of the other party. Customer shall not disclose the negotiated pricing or terms of this Order, to any third party, unless required by law or expressly authorize hereto. Each party hereto shall hold in strict confidence and shall never reproduce, reveal or make accessible in whole or in part, in any manner whatsoever to others, the confidential and/or proprietary information of the other party, unless required by law, or unless otherwise expressly agreed to herein.. Unless prohibited by law, in the event of an actual breach of such security measures that involves the unauthorized access, use or disclosure of Information; and Customer’s confidential and/or proprietary information each party shall notify the other promptly after becoming aware of any such security incident.

5.Warranties & Disclaimer. Each party represents and warrants that it (i) has the right to enter into this Order; and (ii) has all necessary legal rights, title, consents and authority to disclose confidential and/or proprietary information to the other in accordance with these T&Cs. D&B represents that the Information has been collected and compiled in accordance with applicable local, state, central and international laws, rules or regulations, but D&B does not guarantee that the Customer’s or User’s use of the Information meets the requirements of any applicable local, state or central law, rule or regulations. D&B and Users hereto warrants and undertakes that i) use of Personal Information will be for limited and legitimate purposes as specified herein; ii) it will provide the same level of protection as required under the applicable data privacy & protection laws and will notify the other party if it makes a determination that it can no longer meet this obligation; and (iii) upon notice, including the notice under (ii) above, take reasonable and appropriate steps to stop processing such Personal Information or remediate unauthorized use. D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals. Contact Information, comprising of professional information collected and compiled by D&B relating to a person in the context of business, which may include but is not limited to, names, titles, business phone and facsimile numbers, wireless devices, e-mail addresses and physical addresses, and social media handles, has not always been obtained directly from the individual person identifiable by the Contact Information and such individual persons have not opted in or otherwise expressly consented to having their information used in the market place. Except as set forth in this Section 5, D&B shall not be liable for any damages, losses, costs, claims or expenses with respect to any data privacy legal or compliance violation arising out of or related to Customer’s use of Contact Information. Every business decision to some degree represents an assumption of risk and that D&B in furnishing Information does not assume any such risk. The Services are provided on an "AS IS," "AS AVAILABLE" basis and D&B does not give any warranty whatsoever, including without limitation, as to the availability, accuracy, currency, completeness, correctness, or reliability of the Information made available and expressly disclaims (to the maximum extent permitted in law) all liability for any direct or indirect damage or loss resulting from the Customer’s or Users’ use of, or reliance on the Information or the contents provided therein. D&B and its third-party providers disclaim all warranties, express or implied, including any warranties of accuracy, completeness, currency, 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. The Customer acknowledges that some data used by D&B in providing the ESG Ranking is self-reported and has not been independently validated by the third party data provider or D&B. D&B and its third party data provider disclaims all representations and warranties, express or implied, related to the collection and compilation of such data.

The Customer agrees to provide information concerning its business (“Customer Information”) to D&B, by completing an D&B ESG Self-Assessment Questionnaire (“ESG Questionnaire”) as required by D&B, which includes separate terms and conditions regarding Customer Information and D&B’s use of Customer Information. Customer shall also assist D&B in verifying the Customer Information at its own expense, as necessary. The Customer represents and warrants the Customer Information provided in the ESG questionnaire is, and any supplementary information with respect to Customer’s business as may be provided by Customer to D&B from time to time shall be, complete, current, and accurate. Customer has all necessary rights, title, consents, and authority to provide Customer Information to D&B.

By providing Customer Information to D&B, the Customer consents to D&B’s use of Customer Information as described herein. D&B will use Customer Information, which may also include certain personal information, for compiling and delivering the Services. The personal information forming part of the Customer Information shall be subject to D&B’s privacy notice retained at https://www.dnb.co.in/privacy-policy. The Customer will be responsible for the content/material it provides to D&B, over an email, or in physical form, vide any D&B questionnaire or otherwise, including through the management discussions, which shall subsequently flow into the Services and into D&B’s global database. The Customer warrants that it will not provide, or upload “Sensitive Personal Data” as defined under the applicable data privacy legislation in D&B’s questionnaire or system. The Customer will indemnify and hold D&B harmless from any and all claims resulting from the Customer supplied information. The Customer agrees to D&B’s use of Customer Information obtained or accessed by D&B from the Customer, or through public sources for provision of Services, including D&B’s internal analysis purposes, which may subsequently form part of D&B’s business information services. Customer grants D&B a non-exclusive royalty-free license to use, access, anonymize the Customer Information, display the same ‘AS IS’ or in an anonymized form, for the said purpose and D&B agrees that it will not disclose the origin of the Customer Information unless required by law. The Customer acknowledges that the contents of the Services which may also form part of D&B’s global database and services, may be commercially made available by D&B and its affiliates to a third party without any prior consent of the Customer. D&B will use Customer Information in accordance with the Terms of Use retained at www.dnb.co.in and the privacy notice retained at https://www.dnb.co.in/privacy-policy. The Customer may limit information provided to what is requested. This Service is not intended for sensitive information as defined under the applicable privacy legislation. Each party shall implement and maintain security measures with respect to the confidential and proprietary information, including the Information and Services, and personal data of the other party in its possession that effectively restrict access only to employees on a need to know for the purpose contemplated herein, and protect such information and data from unauthorized use, alteration, access, publication and distribution. D&B shall comply with the security principles and controls located at https://www.dnb.com/about-us/company/our-security.html. In no event shall either party’s security measures be less restrictive than those each party employs to safeguard its information of a similar nature. Upon expiration or termination of the arrangement contemplated herein, the recipient will delete the applicable confidential information, personal data, upon request or, absent such a request, in accordance with recipient’s records management policy.

6.Indemnity & Liability. Each party agrees to hold harmless and indemnify the other party from and against any claim, including any third-party claims that are settled or compromised, including any liability or expense arising from any breach of these T&Cs by the indemnifying party. Neither party hereto nor D&B’s third-party providers will be liable for any incidental, special, punitive, exemplary, indirect, or consequential damages of any kind, including lost profits, lost data, lost revenues, and loss of business opportunity, whether or not the other party was aware or should have been aware of the possibility of these damages. The maximums aggregate liability of a party under this Order whether arising in contract, tort or otherwise will not exceed the total amount paid and payable by Customer under the Order during the 6-month’s period immediately preceding the date on which such loss, damage, injury, cost or expense occurred, or Indian Rupees Two Lakh, whichever is less. Notwithstanding anything to the contrary, the exclusions and limitations set forth herein above shall not apply with respect to: (i) the parties’ respective obligations with respect to the infringement of the intellectual property rights; or (ii) Customer’s unauthorized use, disclosure, or distribution of Information or Services, or (iii) breach of Section 1, 2, 3 or 4. D&B shall defend or settle at its expense any claim arising from or alleging infringement of any existing India copyrights, patents, trademarks, or other intellectual property rights of any third party by the Services furnished hereunder (but not to the extent Customer modifies the Services in any way or combines the Services with material from third parties). D&B shall indemnify and hold Customer harmless from and pay any and all losses attributable to such intellectual property rights’ infringement claim and Customer shall give D&B prompt notice of such claim. D&B shall have the right to control the defense of any such claim, including appeals, negotiations and any settlement or compromise thereof, provided that Customer shall have the right to approve the terms of any settlement or compromise that adversely impact Customer’s use of the Services, such approval not to be unreasonably withheld. Customer shall provide all reasonable cooperation in the defense of any claim. This section provides Customer’s exclusive remedy for any third-party infringement claims or damages (but not to the extent Customer modifies the Information / Services in any way or combines the Information / Services with material from third parties).

7.Dispute Resolution & Governing Law. The laws of India shall govern this Order and the parties agree that the appropriate Courts at Mumbai shall have exclusive jurisdiction for resolving any disputes arising under the Order or these T&Cs.

8.Cancellation. In the event of material breach of Section 1 or 2 or 3 or 4, the non-breaching party may immediately terminate this Order without prior notice; or D&B may, with notice, suspend Customer’s access to the Services subject to such breach if necessary to prevent any ongoing impairment of D&B’s intellectual property rights. In the event of material breach of any other part of this Order by Customer or D&B, the non-breaching party may terminate this Order if such breach is not cured within thirty (30) days of written notice of breach. Notwithstanding anything herein to the contrary, upon any expiration or termination of this Order, the provisions that by their nature survive, shall survive and shall continue in full force and effect. Upon expiration or termination of the Order, the Customer shall promptly delete or destroy all originals and copies of the Information, as applicable, including all Information provided to contractors with written consent from D&B; and upon request, provide D&B with a certification thereof.

9.Miscellaneous. D&B’s services are subject to its Global Product and Data Lifecycle Policy, as set forth at http://www.dnb.com/product-lifecycle-policy.html which is incorporated herein. These T&Cs contain the entire and only agreement between D&B and the Customer in relation to the subject matter hereof and all other representations, warranties, promises and conditions made by D&B have been merged herein. These T&Cs shall prevail over any other forms or orders, by whatsoever name called, issued by the Customer and are subject to changes only if agreed in writing by the parties hereto. No representation, warranty, promise or condition not incorporated herein shall be binding upon either party. Neither party shall assign these T&Cs without other party’s prior written consent, except in case of merger and consolidation. In the event that any court of competent jurisdiction holds any provision of these T&Cs invalid or unenforceable, it will not invalidate or render unenforceable any other provisions hereof and the same will continue to be valid. No waiver or amendment of these T&Cs shall be binding on either party, unless it is in writing and signed by the authorized officials of both the parties. Provisions which by their very nature survive termination shall be deemed to survive any termination. Any delay or non-performance on part of D&B due to any event whatsoever, including the force majeure event, like act of God, lockdowns, pandemic, fire, earthquake, war, disruption, govt. declared actions, which may make performance of the contract impossible shall not be construed as breach of the contract by D&B. Upon happening of such an event, D&B shall inform about the same to the Customer, within 15 (fifteen) days from the date of happening of such an event, thus, enabling the contracting parties to mutually agree upon the strategies to be adopted to deal with such an event and to settle the matter amicably.

ADDITIONAL CLAUSES APPLICABLE IN CASE OF D&B ESG REGISTEREDTM BADGE AND PROFILE SERVICES ARE BEING AVAILED: D&B will analyse and summarize the Customer Information and combine it with other data sources to enable D&B to create the D&B ESG RegisteredTM badge and the D&B ESG RegisteredTM profile (“Profile”) for Customer, and which will be available for Customer to display through the D&B ESG RegisteredTM Services for the duration of the Order. D&B shall provide the Customer with a D&B ESG RegisteredTM badge that can be installed by Customer itself on Customer’s official website that links to the Profile after getting the Customer Information.

Customer represents and warrants the following:

1. Customer shall proactively inform D&B immediately if there is any change in the Customer Information or other material issues relating to the Customer’s business. In addition, Customer shall update the Customer Information annually at D&B’s request.

2. Customer will not use D&B ESG RegisteredTM (a) anywhere other than Customer’s official website without D&B’s prior written consent, (b) to engage in any unfair or illegal practices, and/or (c) for any other purpose for which D&B ESG RegisteredTM is not clearly intended.

3. Customer’s website where D&B ESG RegisteredTM is installed shall not contain information or content which is illegal, illicit, obscene, defamatory, infringing to third parties, and/or otherwise harmful to the reputation of D&B.

4. Customer will not represent that D&B ESG RegisteredTM implies any endorsement by D&B, affiliation with D&B, or any other conclusion that goes beyond what is included in the ESG Ranking.

Customer hereby grants to D&B a royalty free, perpetual, non-exclusive, nontransferable, worldwide right and license to use for the purpose of producing and selling the products and services of D&B and its affiliated group, including copy, analyze, compile, process, display and make derivative works of Customer Information. D&B reserves the right to process and use Customer Information, nor is it bound by any conditions or restrictions attached to the provision of Customer Information when provided by Customers. The Customer shall fill in and submit the ESG Questionnaire and do the annually updates on time. Customer acknowledges that its failure of submitting ESG Questionnaire and maintain updates of Customer Information on time may affect D&B's normal performance of the Services under this Order (including but not limited to the failure to produce ESG RegisteredTM badge and Profile, incomplete Profile information, etc.). The D&B ESG RegisteredTM badge and Profile will be inactive upon the expiration of the Order or early termination.

INTELLECTUAL PROPERTY: The Customer acknowledges that D&B or its associated entity is the sole owner and proprietor of all the intellectual property rights (“IP Rights”) in all D&B ESG Questionnaire, ESG RegisteredTM badge and Profile (“D&B Proprietary Information”). The Customer shall not copy, modify, reproduce, repackage, resell, display, publish, transmit, transfer, disseminate D&B Proprietary Information, in whole or in part, in any form or manner or by any means whatsoever without the prior written permission of D&B.

The D&B ESG RegisteredTM badge and other proprietary logos or trademarks as may be displayed on ESG RegisteredTM badge and Profile (if any) (“D&B Proprietary Marks”), are owned either by D&B or its associated entity, as the case may be, and D&B or such associated entity is the sole owner and proprietor of the IP Rights therein. The Customer shall not take, directly or indirectly, any action inconsistent with, derogatory to or otherwise undermining IP Rights and relevant interests of D&B Proprietary Marks, including but not limited to: (i) copying, modifying, reprinting D&B Proprietary Marks or using them outside of its official website (if any) without D&B’s prior written permission; (ii) adoption, using, registering or attempting to register any logo and/or trademark confusingly similar to the D&B Proprietary Marks.

Any action by the Customer infringing IP Rights will cause irreparable injury to D&B or its associated entity, and D&B shall be entitled to suspend or terminate the D&B ESG RegisteredTM services without any refund and claim for compensation for its losses (including lawsuit costs, attorney fee and any other cost or expense relating to such claim).

DISCLAIMER OF LIABILITY & INDEMNITY: D&B does not give any warranty whatsoever, including but not limited to, as to the completeness, timeliness and accuracy of D&B Proprietary Information and expressly disclaims, to the maximum extent permitted in law, all liability for any direct or indirect damage or loss resulting from the use of or reliance on D&B Proprietary Information. The Customer agrees to indemnify, defend and hold D&B and its officers, agents, employees or partners (the “D&B Indemnitees”), harmless from and against any liabilities, damages, losses or expenses (including but limited to lawsuit costs and attorney fee) suffered by D&B or D&B Indemnitees in connection with any claim by a third party arising from or in, any way related to: (i) the information on the Customer’s official website (if any) or other websites designated by the Customer, where the D&B ESG RegisteredTM badge is installed; (ii) the Customer Information provided by the Customer to D&B and the Customer’s conduct of business; (iii) any breach of these T&Cs by the Customer and its employees or agents.