These General Terms & Conditions shall apply to an order (“Order”) signed between Dun & Bradstreet (HK) Ltd. (“D&B”) and its customer (“Customer”) when D&B provides Customer with information, services and/or software listed in the Order (“Services”). These General Terms & Conditions include the D&B Global Privacy Exhibit. D&B may modify these General Terms & Conditions from time to time due to updates in laws or in Services, and the revised version will take effect from the date of release.
Last Updated: March 2026
1. DEFINITIONS
In these General Terms & Conditions (except where the context otherwise requires):
Affiliate means (i) any subsidiary, holding company or a subsidiary of a holding company of a party and (ii) any entity directly or indirectly controlled by, controlling, or under common control with a party. Customer Affiliate in these General Terms & Conditions means Customer’s Affiliates located in HK.
Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business (and any other applicable anti-corruption legislation, guidelines and industry standards from time-to-time in force in a relevant jurisdiction).
Applicable Law means all local, national and international laws, rules, and regulations in any jurisdiction to which a party is subject based on the Services, Information and any other data accessed within the Services, including without limitation in the areas of artificial intelligence law, Privacy and Data Protection Law, economic and trade sanctions, anti-corruption, and marketing and advertising, in each case as may be amended, modified, supplemented, or restated.
Claim means any third party claim, demand, suit or proceeding.
Confidential Information means information provided by Discloser to the Recipient which is unpublic information.
Contact Information means information D&B collects and compiles relating to a person to enable communication and outreach which may include but is not limited to names, titles, phones e-mail addresses and physical addresses.
Customer means the customer of D&B on whose behalf an Order has been signed or electronically accepted (as applicable).
Contractor means third parties provided with Information or accessing the Services solely to support Customer, and includes Customer’s Processors and sub-processors.
Consumer Data means data related to people in their personal or household capacity.
Contract Year means each twelve (12) month license period
Customer Data means any information that Customer provides to D&B (which may include Personal Data).
D&B means Dun & Bradstreet (HK) Ltd.
D&B Global Privacy Exhibit means the agreement related to Privacy and Data Protection Law and protection of Personal Data and Regulated Data retained at http://www.dnb.co.uk/dpa as updated by D&B from time to time.
Data Subject shall have the same meaning as defined in applicable Privacy and Data Protection Law in HK, EU or other relevant jurisdiction.
Discloser means the party disclosing Confidential Information.
Effective Date means the date an Order is effective.
EU Means European Union.
HK Means the Hong Kong Special Administrative Region of the People’s Republic of China.
Information means all information supplied by D&B to Customer from time to time via the Services and/or Software and pursuant to an Order.
Insolvency Event means (i) if a party convenes a meeting of its creditors, make a voluntary arrangement or proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors, (ii) if a party shall be unable to pay its debts, (iii) if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any material part of the business or assets of a party; (iv) if a meeting is convened for the purpose of considering a resolution, or other steps are taken for the winding up of any party (otherwise than for the purpose of an amalgamation or reconstruction) or for the making of an administration order or other appointment of an administrator in respect of a party, or any such order or appointment is made or effective resolution is passed to wind up a party.
Intellectual Property Rights means (a) rights in, and in relation to, any patents, designs, design rights, trademarks, trade and business names (including all goodwill associated therewith), copyright, moral rights, trade secrets, database rights, domain names, topography rights and utility models, and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; and (b) all other intellectual property rights and forms of protection of a similar nature or having equivalent or similar effect and which may subsist anywhere in the world.
Losses means all losses, costs and damages, including reasonable counsel fees.
Order means a valid order for Information, Services and/or Software which has been accepted by D&B in accordance with the terms of these General Terms & Conditions and, if identified, applicable Service specific terms and conditions.
Personal Data means any data element, set of data elements, file, records, or other information that relates to an identified or identifiable Data Subject or any broader meaning set forth under Privacy and Data Protection Law. Personal Data may include Professional Data
Privacy and Data Protection Law means any applicable laws and regulations related to privacy (including but not limited electronic communications privacy), data protection, data governance, data security, cybersecurity, and operational resilience including implementing rules, guidelines and industry standards from time-to-time in force in a relevant jurisdiction, relating to the use and Processing of Personal Data including without limitation the Personal Data (Privacy) Ordinance (Cap. 486)), the European Union Regulation 2016/679 (GDPR), the UK GDPR, the EU Electronic Communications Privacy Directive, the EU Digital Operational Resilience Act or the financial sector (DORA) the China Personal Information Protection Law (PIPL), the China Data Security Law (DSL), the India Digital Personal Data Protection Act (DPDPA), the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (TCPA), the California Consumer Privacy Act (CCPA) and similar privacy and data protection laws in other jurisdictions. Notwithstanding the foregoing, where a party is bound by sector specific laws and regulations, nothing in these General Terms & Conditions binds the other party to such law or regulations except as explicitly related to a party’s role as a Processor or other form of Contractor pursuant to the relevant law or regulations.
Processor shall mean a person who processes Personal Data on behalf of a party.
Process, Processed or Processing means any operation, or set of operations, which is performed upon Personal Data, whether or not by automatic means, or the use of artificial intelligence, such as collection, recording, organization, storage, adaptation or alteration, retrieval, use, disclosure by transmission, or otherwise making available, alignment or combination, return or destruction.
Professional Data means data related to people in their employment, contractor, board membership, or other professional capacity, including data about sole proprietors.
Regulated Data means any data or information that is subject to specific requirements under Applicable Law, including Personal Data.
Recipient means the party receiving Confidential Information.
Services means Information, Software and/or other products and services) supplied to Customer by D&B pursuant to an Order.
Software means computer programs or applications (including those accessed remotely), documentation and media supplied to Customer from time to time by D&B pursuant to an Order.
Territories means those countries or regions identified in a particular Order; if not specified in an Order, it should be interpreted as Hong Kong.
Third Party Providers means third parties that provide data, software or services to D&B for use in providing the Services to D&B customers.
Users means the employees of Customer who access and/or use the Information, Services and/or Software on Customer’s behalf.
2. ACKNOWLEDGEMENT
2.1 No obligation to furnish or pay for any Information, Service or Software arises under an Order until D&B accepts the applicable Order, either (i) in writing (by signature of an authorized D&B representative or delivery of a D&B invoice to Customer in connection with such Order) or, (ii) electronically in accordance with the electronic acceptance procedures specified from time to time by D&B.
2.2 All Orders are, from the Effective Date of these General Terms & Conditions, subject to the terms of these General Terms & Conditions, and the terms of all such Orders are by reference incorporated in these General Terms & Conditions. All Information, Services and Software will be supplied in accordance with and subject to the terms of these General Terms & Conditions and the applicable Order.
3. AFFILIATES
3.1 In the event the Order allows for Customer to make Services available to Customer Affiliate, Customer Affiliate is bound by the same terms and conditions as Customer under the Order.
3.2 Customer hereby represents and warrants that Customer remains liable to D&B for any failure by the Customer Affiliate to comply fully with, or in connection with any breach by the Customer Affiliate of, the terms of that Order and/or these General Terms & Conditions.
4. SCOPE OF LICENSES IN AN ORDER
4.1 Upon acceptance of an Order by D&B and subject to the terms of these General Terms & Conditions, D&B will grant Customer a non-exclusive, limited, personal, non-sublicenseable, non-transferable license for the time period, and upon the terms set out in an Order for such number of Users as are specified in the relevant Order to access and/or use the Information, Services and/or Software for a lawful business purpose supplied pursuant to that Order and Information, Service and/ or Software may not be used to endanger the public interests, or legitimate interests of citizens or organizations of any country/region. Unless expressly permitted in an Order, Customer may not sub-license in whole or in part or grant any rights in or to the Information, Services or Software to any other party.
4.2 Information, Services and Software are licensed to Customer for its internal use only. 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. Customer will also not make available or permit any other party to access or use any of the Information, Services or Software in whole or in part, whether directly or indirectly, in any media; or use or permit the use of Information, Services or Software (i) 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), (ii) to prepare any comparison to other information databases that is or will be provided to third parties, or (iii) in connection with providing advice or recommendations to third parties.
4.3 Customer will not voluntarily produce any Information in legal proceedings without D&B’s prior written consent. Where Customer receives a subpoena, summons, warrant or governmental order requiring it to produce any Information in legal proceedings, the Customer shall (i) promptly notify D&B with details of the requirement and the Information it intends to produce, and (ii) take all reasonable steps (a) to minimize the Information produced and (b) to obtain written confidentiality undertakings in its favor with respect to any Information produced.
4.4 Each Order placed by Customer shall identify the Territories in which Customer is permitted to access and/or use the Information, Services and Software supplied pursuant to that Order. Customer agrees that it shall (and shall procure that its Users shall) only access and/or use the Information, Services and Software at the locations specified in that Order to support its business operations in the Territories. Customer shall not set up or share any user’s ID, passwords or Information with persons located outside the Territories.
4.5 Customer will not (i) attempt to access, use, modify, copy, reverse engineer, or otherwise derive the source code of Software, or (ii) copy, download, upload or in any other way reproduce Information or Software, except as expressly permitted by these General Terms & Conditions or an applicable Order.
4.6 Customer will not systematically access or extract (or “scrape”) Information from the Software (outside of the features available within the Software for exporting Information) via any mechanical, programmatic, robotic, scripted or any other automated means.
4.7 On not more than two (2) occasions in any twelve (12) month period, or such further occasions as may be required by Applicable Law, and on reasonable notice and during normal business hours, D&B or its authorized party can inspect the locations at, or computer systems on which, Information and Software are used, stored or transmitted, records relevant to Customer’s performance of its obligation under these General Terms & Conditions and relevant Orders. D&B will limit any inspection to the extent reasonably necessary to confirm compliance with the terms of these General Terms & Conditions, relevant Orders and Applicable Law. If required by Customer, D&B will enter into a confidentiality agreement (in a form reasonably acceptable to D&B) in respect of any information that its representative may incidentally acquire while carrying out an inspection.
4.8 With the prior written consent of D&B (which may be given by email), Customer may engage a Contractor to host and/or process Information provided that Customer has a valid written agreement with the Contractor (“Contractor Agreement”) that stipulates that (a) the Contractor's access to and use of the Information shall be limited solely to the performance of specific services for Customer and the Contractor may not copy or use the Information for any other purpose, (b) the Information is the property of D&B and may not be disclosed or distributed by the Contractor to any other party, (c) upon the earlier of termination of Customer's agreement with Contractor or the termination or expiry of these General Terms & Conditions or all applicable Orders, the Contractor shall return the Information to D&B or certify its destruction to D&B, (d) Customer acknowledges that Customer is the “data user (and/or data controller)” and that the Contractor is the “Processor” of the Information for the purposes of applicable Privacy and Data Protection Law, and (e) that Contractor will comply with any applicable Privacy and Data Protection Law. Customer (i) shall be responsible for Contractor’s compliance with the Contractor Agreement, and (ii) shall indemnify and keep indemnified D&B against any claims that arise by virtue of the Contractor's breach of or failure to comply with the terms of the Contractor Agreement. Such Contractors may not use Information for the purpose of making credit, marketing or supply decisions on Customer’s behalf. If Customer requests and D&B approves the use of a Contractor at a location outside the HK then D&B reserves the right at its sole discretion to charge Customer, in addition to the fees payable under the applicable Order, a further 5% of such fees (which shall be payable to D&B prior to the appointment of such Contractor).
4.9 Customer authorizes D&B to act on its behalf as its agent when Customer needs public search copy services from register authorities and related departments and agencies including but not limited to Companies Registry, Official Receiver's Office and Inland Revenue Department. Customer understands that D&B’s role in providing any public search copy services, where applicable, shall be limited to acting as a Processor on behalf of the Customer in accordance with Customer’s request; and that any Personal Data collected is incidental to the said public search copy services and is provided as is, with no warranties as to it accuracy or usability by the Customer. Customer warrants and undertakes that it has/or obtained all necessary consent from the Data Subject whenever any Personal Data will be collected or otherwise processed about them, where applicable. Customer further warrants and undertakes that any collection, use, storage, transfer or otherwise processing of such Personal Data shall not infringe any third party rights and in compliance with all Applicable Law and D&B hereby expressly disclaims any and all liabilities on any claims in relation to such Personal Data or any part thereof. Customer also grants to D&B a royalty free, perpetual, worldwide right and license to use and authorize use of the data obtained in the public search copy services, including but not limited to rights to reproduce, analyze, incorporate, modify, display, create derivative works, and distribute in connection with producing, distributing and marketing D&B and its Affiliates’ products and/or services.
4.10 Beta Products. From time to time D&B may invite Customer to try, at no charge, products or services that are not generally available to D&B’s customers (“Beta Products”). Customer may accept or decline any such trial in its sole discretion. Any Beta Products will be designated as beta, pilot, limited release, developer preview, or non-production. Customer may not use the Beta Products for any purpose other than to evaluate the viability of the Beta Product concept and provide feedback to D&B to support a commercial release. The Beta Product is not supported and may contain bugs or errors. D&B may discontinue the Beta Product at any time in its sole discretion.
4.11 Sample Data. Upon Customer’s request and at D&B’s discretion, D&B may provide a limited amount of Information to Customer for a period of thirty (30) days for evaluation purposes only and not for any commercial purposes (“Sample Data”). Sample Data will be designated as sample data or proof of concept data. Sample Data is provided without warranty of any kind.
4.12 Customer is permitted to use the Information with artificial intelligence only to the extent expressly stated in the Appendix Artificial Intelligence Clauses. D&B will not use Customer prompts or queries for the purpose of training or tuning any Gen AI models. D&B remains committed to responsible AI, as described in its Privacy, Data Transparency, and AI Trust Centre at: https://www.dnb.com/en-us/why-dnb/data-transparency/ai-systems.html.
5. COMPLIANCE WITH LAWS
5.1 Customer represents and warrants that it will only use Information, Services or Software in compliance with all Applicable Law. Customer will not use any Service, Information or Software to engage in any unfair or deceptive practice or in connection with any criminal activity.
5.2 In making the Information, Services or Software available to the Customer, D&B will comply with all Applicable Law as well as the guidance and requirements by the supervision authorities of HK government. Customer understands and agrees that D&B has right to make adjustments on the Information, Services or Software it provides (including but not limited to content modification, version update, suspending/termination of product or services) according to its product status to comply with the Applicable Law as well as the guidance and requirements by the supervision authorities of HK government. D&B will timely communicate with Customer on the adjustment, but such adjustment shall not be deemed as a breach by D&B.
6. D-U-N-S® NUMBERS
D-U-N-S® Numbers are proprietary to and controlled by D&B and/or its Affiliate and licensor Dun & Bradstreet. D&B hereby 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 internal business use. Where practicable, Customer will refer to the number as a "D-U-N-S® Number" and shall state that “D-U-N-S® is a registered trademark of Dun & Bradstreet”.
7. PAYMENT
7.1 Unless stipulated otherwise in a relevant Order, Customer will pay all fees due to D&B (together with any applicable VAT, withholding tax or the like) for each Order within thirty (30) days of the relevant invoice date. Unless otherwise agreed in the Order, the fees do not include taxes, and Customer will pay any applicable taxes relating to the Order.
7.2 A late payment charge of 1.5% per month may be applied (Late Payments) to any outstanding fees due from Customer to D&B until paid. Without prejudice to any other rights or remedies of D&B under these General Terms & Conditions , an applicable Order or at law, if any fees are unpaid (i) for more than fifteen (15) days beyond their due date D&B may upon giving Customer not less than forty-eight (48) hours’ notice (email is permitted) suspend access to, and/or use of, the Information, Services and/or Software to which the outstanding fees relate until paid, and/or (ii) for more than thirty (30) days beyond their due date (a) D&B may (if applicable) cancel a relevant installment payment plan without prior notice whereupon all fees due shall become immediately payable in full and/or (b) D&B may upon giving Customer not less than forty-eight (48) hours’ written notice cancel the Order to which the outstanding fees relate.
7.3 Prices and product descriptions for specific Information, Services or Software shall be as specified in the relevant Order, or, if not specified in the Order, then the applicable pricing shall be those set and published by D&B from time to time. For “pay-as-you-go” Orders, D&B reserves the right to revise its pricing and product descriptions at any time subject to giving Customer not less than thirty (30) days’ notice of any applicable revisions.
7.4 If Customer exceeds the permitted usage in an Order, Customer will pay D&B for such excess usage at the rate specified in the relevant Order (or, if not specified in the Order, then at the premium “pay-as-you-go” rate set by D&B from time to time).
7.5 Unless otherwise provided in these General Terms & Conditions or the applicable Order, fees are non-refundable. Carry-over of any unused amounts or units related to the Services from the current agreement to the subsequent agreement (or the Renewal Contract), or from one Contract Year to another is only permitted if explicitly agreed in the applicable Order.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Customer acknowledges that the Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, patented or patentable inventions, databases or other materials created by D&B at great effort and expense. Nothing in these General Terms & Conditions shall be deemed or construed as an assignment or transfer of legal interest by D&B to Customer of any Intellectual Property Rights which are and shall at all times remain D&B’s property. D&B retains all Intellectual Property Rights in the Services and Customer obtains only such rights as are explicitly granted in these General Terms & Conditions. Customer will not contest the validity of, or D&B’s Intellectual Property Rights in or ownership of, the Information or Software in any way. Customer will reproduce D&B's copyright and proprietary rights legend on all copies of Information and Software.
8.2 Unless otherwise provided in these General Terms & Conditions or the applicable Order, either party shall obtain the other party's prior written consent to use the name, trade names, trademarks or service marks or other intellectual property of the other party in any news release, publicity, advertising, or endorsement. Customer shall not disclose the existence, the pricing or terms of these General Terms & Conditions, and any Order, or claim that it has any cooperation relationship with D&B without the prior written approval of D&B to any third party (save where it is required to do so by a regulatory or governmental body in which case it shall take all reasonable steps to minimize such disclosure and to obtain written confidentiality undertakings in its favor with respect to such disclosure).
8.3 Unless the Recipient obtains the prior consent of the Discloser, Recipient will treat all Confidential Information in the same manner as Recipient treats its own Confidential Information; provided that (i) Recipient may share such Confidential Information with its employees and/or contractor with a need to know in order to fulfill its obligations pursuant to these General Terms & Conditions or an Order and in furtherance of the provision of Services, provided that such employees and/or contractor are subject to confidentiality obligations substantially as restrictive as those set forth in this paragraph and Recipient assumes responsibility for such employees and/or contractor use of such Confidential Information; and (ii) D&B may share Confidential Information with its Affiliates. Discloser represents and warrants that it has all necessary legal rights, title, consents and authority to disclose such Confidential Information to Recipient. Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of Recipient; (ii) was in Recipient’s lawful possession prior to Discloser’s disclosure to Recipient; (iii) is lawfully disclosed to Recipient by a third-party with the right to disclose such information without restriction; or (iv) is independently developed or discovered by Recipient without use of or reference to the Confidential Information.
8.4 D&B warrants to Customer that (i) it has the right to grant the license at paragraph 4.1 and (ii) to D&B's knowledge, the Information and Software, when used in accordance with these General Terms & Conditions, do not violate any existing third party Intellectual Property Rights in the Territories, as at the Effective Date of the applicable Order. The foregoing warranty does not apply to the extent Customer is not using the most up to date Software version, or modifies the Information or Software in any way, or combines the Information or Software with material not supplied by D&B.
8.5 Customer shall implement and maintain security measures that effectively restrict access to the Information and Software only to authorized Users with a need to know, and protects the Information and Software from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Customer employs to safeguard its most confidential information. Customer shall supply D&B with a description of such security measures at D&B's request. In the event of an actual or suspected breach of such security measures, Customer shall provide D&B with prompt (but in no event later than forty-eight (48) hours after becoming aware) written notice of any security incident that involves, or which Customer reasonably believes involves, the unauthorized access, use or disclosure of Information or Software.
8.6 D&B generally seeks opportunities to publicly promote customer projects it has served or is serving. Customer agrees that D&B and its global Affiliates may reasonably reference the Customer 's name, trade names, trademarks, service marks, as well as information about the products/services purchased by Customer, application scenarios, and user experience in promoting D&B's products or services, provided that such use does not infringe Customer's legitimate rights and interests.
9. CUSTOMER DATA AND PERSONAL DATA
9.1 From time to time Customer may, at its discretion, provide Customer Data to D&B and/or its Affiliates. Where Customer Data is provided to enable D&B to fulfill its obligations under an applicable Order, Customer grants D&B a limited non-exclusive revocable royalty free licence to use such Customer Data solely for the purpose(s) specified in an applicable Order. Where Customer Data is provided to D&B for the additional purpose of validating and/or enhancing D&B’s business information services, Customer grants D&B a non-exclusive royalty free license to use Customer Data for that purpose (D&B will not disclose the origin of Customer Data unless required by law). D&B may disclose Customer Data to its Affiliates.
9.2 Customer represents and warrants that (i) it has all necessary legal rights, title, consents and authority to provide Customer Data (including but not limited to Personal Data) to D&B; and (ii) Customer will not provide D&B any Personal Data which reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic or biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation and data relating to criminal convictions and offences. Except otherwise agreed by the parties, Customer is the data user (and/or data controller) and D&B is the Processor with regard to any Customer supplied Personal Data for the purposes of applicable Privacy and Data Protection Law.
9.3 Where D&B is the Processor with regard to any Customer supplied Personal Data, D&B may act on instructions from Customer regarding the processing of any Customer supplied Personal Data, and will ensure that appropriate technical measures (including the use of encryption) and organizational measures are taken to avoid unauthorized or unlawful processing of such Personal Data and against accidental loss or destruction of or damage to such Personal Data (including adequate back-up and disaster recovery systems).
9.4 Subject to paragraph 9.3 above, where D&B is the Processor with regard to any Customer supplied Personal Data, D&B will not process such Customer supplied Personal Data for any purposes other than for the purpose(s) specified in an applicable Order. Where disclosure of Customer supplied Personal Data is required by law, D&B will limit the scope of the disclosure to what is strictly required by law. Without prejudice to the generality of this paragraph 9.4, D&B and Customer will co-operate and assist each other in allowing Data Subjects to exercise their rights to access their Personal Data to the extent permissible and necessary under applicable Privacy and Data Protection Law, and in circumstances where a party’s consent is required, such consent will not be unreasonably withheld or delayed.
9.5 D&B will promptly carry out any request from Customer requiring it to amend, transfer or delete all or any part of Customer supplied Personal Data.
9.6 D&B will take reasonable steps to ensure the reliability of any employees who have access to Customer supplied Personal Data, including ensuring that all such employees have received training in applicable Privacy and Data Protection Law. D&B will limit access to the Customer supplied Personal Data (including when in a test environment) to those of its employees who have a business need for access.
9.7 To the extent that in providing the Services D&B processes Personal Data or other Regulated Data which is subject to Applicable Law, both parties will process such Personal Data or other Regulated Data in accordance with (i) its applicable privacy notices and other legally required disclosures for Personal Data or other Regulated Data; (ii) the D&B Global Privacy Exhibit. (which will define the respective roles and responsibilities of Customer and D&B with respect to the Processing of such Personal Data or other Regulated Data, including without limitation the safeguards for protection of Personal Data and other Regulated Data, the Processing location(s) of Personal Data or other Regulated Data, and use of Contractors by D&B); and (iii) these General Terms & Conditions, as applicable.
9.8 D&B and Customer agree as follows with respect to Contact Information:
9.8.1 Contact Information may not have been obtained directly from Data Subjects and Data Subjects may not have opted in or otherwise expressly consented to receiving direct marketing, nor has D&B scrubbed Contact Information against wireless suppression lists, Do-Not-Call lists or other opt out lists (other than its own).
9.8.2 Prior to using Contact Information for direct marketing or any other permitted purposes, Customer should check all applicable Privacy and Data Protection Law and shall be responsible for compliance with such applicable Privacy and Data Protection Law in connection with Customer’s use of the Contact Information.
9.8.3 D&B may provide information regarding market-level compliance rules and restrictions (the “Compliance Insights”) to help facilitate transparency and Customer compliance, however, D&B expressly disclaims any liability for use of, or reliance on, any such Compliance Insights. D&B shall not be liable for any damages, losses, costs, claims, or expenses arising from use of the same.
9.8.4 Contact Information that is Professional Data may only be used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession.
9.8.5 It is Customer’s responsibility to observe any indicators D&B provides to Customer indicating that the Data Subject has expressly objected to receiving direct marketing (as well as Customer’s own and any applicable opt out lists) prior to sending any direct marketing to that Data Subject. Opt-out provisions and/or opt-out links in Customer’s marketing and sales materials shall not pertain to opting out of D&B’s marketing lists and/or databases. If Customer uses Contact Information in a manner that violates these requirements, D&B shall not be liable for any damages, losses, costs, claims or expenses arising from such use.
9.9 Customer warrants that it will timely honor Data Subject rights requests passed on by D&B. Customer further warrants that, to the extent required by applicable Privacy and Data Protection Law, it will provide to Data Subjects (whose Personal Data is Processed) applicable information, notices, or documentation about the Processing activities, and will obtain, as appropriate, necessary consents, authorizations or approvals from such Data Subjects (or from competent data protection authority or other regulator of privacy and data protection practices) and will comply, as appropriate, with further notice or transparency requirements.
9.10 Services may include Restricted Data on U.S. businesses that operate as a Sole Proprietor, which is a business with a single owner and no formal legal entity structure. “Restricted Data” on Sole Proprietors includes financial information (including but not limited to revenue, sales, and financial statements), credit information (including but not limited to payment experience data or data in a credit report), diversity insights (including diversity ownership information), and IP address insights (including a business’s online activities or digital footprint).
Based on Applicable Law, D&B has implemented certain controls to restrict access to the Restricted Data to customers and customer users based in (or owned or controlled by a business or individual based in) Chinese Mainland, Hong Kong Special Administrative Region, Macau Special Administrative Region, Russia, Iran, North Korea, Cuba, or Venezuela. Customer hereby confirms that:
(i) Customer is one or both of the following: (a) Customer is based in (or owned or controlled by a business based in) Chinese Mainland, Hong Kong Special Administrative Region, Macau Special Administrative Region, Russia, Iran, North Korea, Cuba, or Venezuela, or (b) one or more of Customer’s users that will access the Services through the license granted to Customer is based in or owned or controlled by a business based in) Chinese Mainland, Hong Kong Special Administrative Region, Macau Special Administrative Region, Russia, Iran, North Korea, Cuba, or Venezuela.
(ii) Customer is a Restricted Party. No Restricted Party may proactively search nor otherwise attempt to access or use any Restricted Data in the Services.
(iii) If Customer discover that Customer has accessed or used the Restricted Data, Customer must promptly notify D&B at incident@dnb.comincident@dnb.com.
D&B monitors its systems for appropriate use and compliance. If D&B discovers that a Restricted Party has accessed Restricted Data, D&B will promptly take measures to remove such access, to delete any reports in its systems generated based on such access, and will require Customer to certify that it has deleted all copies of such data and reports that may have been generated, accessed, or downloaded. Failure to do so in the timelines prescribed by D&B may result in termination of Customer access to the D&B Services.
9.11 Services may include EEA Restricted Data. EEA Restricted Data may only be accessed by customers who have a legitimate interest or are otherwise permitted access in accordance with Applicable Law. To meet these requirements, Customer must either: (i) be an obliged entity, or a competent authority or other permitted public authority, (in each case as defined by Applicable Law); or (ii) have a legitimate interest to access the EEA Restricted Data for managing risk and compliance obligations with respect to preventing money laundering, predicate offences (including those that may be linked to fraud, corruption, terrorism, organized crime, regulatory and suspicious activity reporting, sanctions, trade export requirements and restrictions, or other regulatory risks and associated obligations) or terrorist financing.
If Customer cannot confirm that it meets one of the conditions above, then Customer is prohibited from searching or otherwise attempting to access or use any EEA Restricted Data.
If D&B identifies that Customer has accessed or used EEA Restricted Data in breach of the foregoing restriction, D&B will promptly take measures to remove such access, to delete any reports in its systems generated based on such access and will require Customer to certify that it has deleted all copies of such Information and reports that may have been generated, accessed, or downloaded. Failure to do so may result in termination of Customer’s access to the Service.
Customer must promptly notify D&B at incident@dnb.com if it identifies any unauthorised access to or use of EEA Restricted Data.
“EEA Restricted Data” means any of the following information about a Beneficial Owner that originates from a central beneficial ownership register within any member state of the European Economic Area (EEA): name, month and year of birth, country of residence, nationality or nationalities, and nature or extent of beneficial interest held.
“Beneficial Owner” means any natural person who ultimately owns or controls a legal entity, an express trust, or a similar legal arrangement.
10. TERMINATION
10.1 These General Terms & Conditions will continue in full force and effect unless and until terminated in accordance with this paragraph 10. Orders will continue in full force and effect for the license period specified in the applicable Order unless and until terminated in accordance with the terms of that Order or this paragraph 10.
10.2 Without prejudice to the rights available to D&B in paragraph 7.2, in the event of a breach by Customer (or its Contractor) of paragraphs 4, 5, 8 or 9 of these General Terms & Conditions, D&B may immediately suspend the Services and/or the use by Customer of any Information or Software without prior notice, whereupon it shall promptly notify Customer (email is permitted) of such suspension and investigate the breach. If such breach is incapable of remedy (to D&B’s reasonable satisfaction), D&B shall promptly notify Customer (email is permitted) of its findings and D&B may at its discretion terminate the applicable Order and/or these General Terms & Conditions upon giving Customer not less than seven (7) days written notice. If such breach is capable of remedy, D&B shall promptly notify Customer in writing of its findings and (i) if the breach is remedied (to D&B’s reasonable satisfaction) within seven (7) days of D&B giving such notice to Customer, D&B shall promptly reinstate the Services and permit Customer to resume using the Information and/or Software, or (ii) if such breach is not so remedied, D&B may by giving Customer written notice immediately terminate the affected Order(s) and/or these General Terms & Conditions.
10.3 In the event of a breach by either party of any term of these General Terms & Conditions or an Order not covered by paragraphs 7.2 or 10.2 above, and such breach is incapable of remedy, the non-breaching party may at its discretion terminate the affected Order and/or these General Terms & Conditions upon giving the breaching party not less than seven (7) days written notice. If such breach is capable of remedy, the non-breaching party shall promptly notify the breaching party of the acts required to remedy the breach and if the breaching party fails to remedy the breach within thirty (30) days of receiving such notice, the non-breaching party may at its discretion immediately terminate the affected Order and/or these General Terms & Conditions.
10.4 Either party may terminate these General Terms & Conditions and any applicable Orders immediately by notice in writing if the other party suffers an Insolvency Event.
10.5 Both parties understand and agree that if D&B is unable to continue to provide the Information, Services and/or Software under these General Terms & Conditions due to any Applicable Law, executive orders, or requirements by the government supervision authorities from time to time in force in HK, the United States or other applicable jurisdictions (the aforementioned are collectively referred to as "Laws and Acts"), D&B shall have the right to immediately suspend the provision of Information, Services and/or Software under these General Terms & Conditions, and terminate the these General Terms & Conditions and/or any applicable Orders by notice in writing. Such termination by D&B shall not be deemed as a breach by D&B.
10.6 Termination of these General Terms & Conditions will result in the immediate cancellation of applicable Orders under these General Terms & Conditions.
10.7 Upon expiry or termination of these General Terms & Conditions or a relevant Order (or upon receipt of Software or Information that is intended to supersede previously obtained Software or Information), unless D&B and Customer agree otherwise in writing, Customer will immediately delete or destroy all originals and copies of the Information and/or Software, as applicable, and upon request, provide D&B with certification thereof. Notwithstanding the aforesaid, D&B permits Customer to retain copies of such Information in the form of hard copies or in non-operational systems, made in the normal course of business, solely for historical and/or archival (i.e. disaster recovery, compliance and evidence of Customer’s use of Information for regulatory compliance) purposes (“Retained Information”). Customer is prohibited from using such Retained Information for any commercial purposes or as a substitute for the Services licensed by D&B.
10.8 If, without D&B's written permission or as otherwise permitted hereunder, Customer continues after expiry or termination of an Order or these General Terms & Conditions to access or use Services, Information and/or Software the subject of an expired or terminated Order or these General Terms & Conditions (as applicable), in addition to any other remedies available to D&B, Customer will be liable to pay D&B for the Services, Information and/or Software Customer has continued to access and/or use at the premium “pay-as-you-go” rate set by D&B from time to time and on such terms as to payment as D&B shall specify.
10.9 The exercise by D&B of any rights of suspension or termination under this paragraph 10 shall be without prejudice to any other rights or remedies which D&B has under these General Terms & Conditions, an applicable Order or at law. Without prejudice to any other rights or remedies that D&B may have, Customer acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of these General Terms & Conditions by Customer, and accordingly, D&B shall be entitled to the remedies of an injunction for any threatened or actual breach of these General Terms & Conditions by Customer.
10.10 The provisions set forth in Sections 4, 6, 8, 9, 10.9, 11, 12, 13 and 14.12 will survive the expiration or termination of these General Terms & Conditions or the Order.
11. INDEMNIFICATION
11.1 Each party shall defend or settle at its expense any Claim arising from or alleging breach of Applicable Law with respect to its provision or use of the Services, as applicable.
11.2 The indemnifying party shall indemnify and hold the indemnified party harmless from and pay any and all Losses attributable to such Claim. The indemnified party shall give the indemnifying party prompt notice of any Claim and shall use reasonable efforts to mitigate any Losses. The indemnifying party shall have the right to control the defense of any such Claim, including appeals, negotiations and any settlement or compromise thereof, provided that (i) if the indemnified party is Customer, 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; and (ii) if the indemnified party is D&B, D&B shall have the right to approve the terms of any settlement or compromise, such approval not to be unreasonably withheld. The indemnified party shall provide all reasonable cooperation in the defense of any Claim.
12. DISCLAIMER
12.1 To the extent that Customer utilizes scores, ratings, rankings, indices, and analytics (the “Scores”) to make determinations regarding the granting of credit or insurance, Customer represents and warrants that it will not rely solely on the Scores to make its final decision of whether to grant or provide such credit or insurance. Customer shall be responsible for using Scores in accordance with the intended purposes and limitations of such Scores as set forth in the D&B Transparency Statement as set forth in D&B’s analytics disclosures at http://www.dnb.com/about-us/our-analytics.html.
12.2 D&B represents and warrants that (i) all Services will be performed with commercially reasonable care and skill by qualified individuals; (ii) it has taken commercially reasonable efforts (i.e., scanning with current versions of antivirus software) to determine that the Software provided hereunder does not contain or will not contain any unauthorized code. In the event D&B discovers or is notified of any such unauthorized code in the Software, D&B shall promptly remove such unauthorized code in the Software.
12.3 EVERY BUSINESS DECISION, TO SOME DEGREE, REPRESENTS AN ASSUMPTION OF RISK AND THAT D&B IN FURNISHING INFORMATION DOES NOT ASSUME CUSTOMER'S RISK. D&B IS ONE TOOL IN CUSTOMER’S DECISION-MAKING PROCESSES. THEREFORE, ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. THOUGH D&B USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND TO PROMOTE DATA ACCURACY, OTHER THAN AS EXPLICITLY STATED IN THE AGREEMENT, D&B AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, SATISFACTORY QUALITY, CONFORMITY WITH DESCRIPTION, 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.
13. LIMITATION OF LIABILITY
13.1 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.
13.2 THE AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR ORDER WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE (INCLUDING IN EACH CASE NEGLIGENCE), FOR D&B AND D&B’S THIRD PARTY PROVIDERS, WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO D&B BY CUSTOMER PURSUANT TO SUCH ORDER.
13.3 NEITHER PARTY NOR D&B’S THIRD PARTY PROVIDERS SHALL BE LIABLE 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 IF A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF THE OTHER INCURRING SUCH LOSS.
14. MISCELLANEOUS
14.1 Global Product and Data Life Cycle Policy. D&B’s services as licensed under these General Terms & Conditions and all Orders shall be subject to the Global Product and Data Lifecycle Policy, as set forth at http://www.dnb.com/product-lifecycle-policy.html
14.2 Entire Agreement. These General Terms & Conditions, all Orders, any attached addendums, appendices and schedules, and any applicable online service terms in effect from time to time, constitute the entire agreement between D&B and Customer regarding the Information, Services and Software. All prior agreements both oral and written between the parties on the matters contained in these General Terms & Conditions are cancelled, replaced and superseded by these General Terms & Conditions. Any Order in effect at the Effective Date shall, from the Effective Date, be subject to the terms of these General Terms & Conditions. In no event shall any Customer terms or conditions (including those in or attached to a Customer’s purchase order) apply to any Order or vary these General Terms & Conditions. The headings in these General Terms & Conditions are for ease of reference and shall not affect its interpretation.
14.3 Precedence. In the event of a conflict between the terms of these General Terms & Conditions and any Order, the terms of the Order shall prevail in relation to that conflict.
14.4 Severability. If any provision of these General Terms & Conditions or an Order shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these General Terms & Conditions or an Order and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
14.5 Waiver / Amendment. The failure to exercise, or delay in exercising, a right, power or remedy provided by these General Terms & Conditions, an Order or at law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these General Terms & Conditions or an Order, this shall not operate as a waiver of any subsequent breach. All rights and remedies expressly granted in these General Terms & Conditions or an Order are cumulative and do not affect any other rights or remedies which either party may otherwise have at law. Any amendment, addendum or waiver relating to these General Terms & Conditions or any Order must be in writing and signed by both parties.
14.6 Assignment. Neither party may assign any of its rights and/or obligations under these General Terms & Condition and s without the prior written consent of the other party, save that D&B may assign the General Terms & Conditions and a relevant Order (i) to any other D&B group company which controls, is controlled by or is under common control with D&B or (ii) as part of a restructuring or consolidation or the sale of substantially all of D&B's assets. Any assignment in breach of this paragraph is void.
14.7 Force Majeure. D&B shall not be liable for any delay in performing, or failure to perform, any of its obligations under these General Terms & Conditions or any Order if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances D&B shall be entitled to a reasonable extension of the time for performing such obligations, provided that, if the period of delay or non-performance continues for thirty (30) consecutive days, Customer may cancel the affected Order by giving not less than thirty (30) days written notice to D&B.
14.8 Notices. Save as permitted by paragraph 14.9 below, any notice, demand or other communication to be served on a party shall be in writing and may only be served by sending it by pre-paid recorded delivery, registered post or by delivering it personally to, in the case of D&B, the address of 23/F, Six Pacific Place, 50 Queen's Road East, Wan Chai, Hong Kong and in the case of the Customer, the address specified in the last Order placed with D&B (or such other address as a party shall have previously notified the other in writing or an applicable Order) and shall be deemed duly served two (2) business days (Monday to Friday only, excluding public holidays in HK) after posting. Any notice addressed to D&B must be clearly marked “For the attention of: The Legal Department”. In proving service of the same it shall be sufficient to prove that such notice was correctly addressed and delivered to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter.
14.9 Use of Email. Email may be used for routine communication and where otherwise expressly permitted in these General Terms & Conditions or an Order, provided that such emails are sent between an authorized valid corporate email account of each party as notified by the parties to one another from time to time. For the avoidance of doubt, e-mail notices shall not amount to notice in writing or a written instrument for the purposes of paragraphs 10.3, 10.4, 10.5, 14.5 or 14.6.
14.10 Non-Material Changes. D&B reserves the right to withdraw, reconfigure, modify, and/or substitute Information, Services or Software if (and only to the extent) required as a result of new legislation, or new technologies, or, where sourced from third parties, changes to the terms upon which data, services or software is supplied or made available to D&B, provided that such changes do not materially alter the existing functionality of the Information, Services or Software. D&B shall notify Customer as soon as is reasonably practicable if any such change affects an active Order.
14.11 Third Party Rights. A person who is not a party to these General Terms & Conditions has no right under the General Terms & Conditions or at law to rely upon or enforce any term of these General Terms & Conditions, except that D&B’s third party content providers are entitled to the benefits and protections of paragraphs 11 and 12 to the same extent as D&B.
14.12 Choice of Law. These General Terms & Conditions and each Order (and any contractual and non-contractual obligations relating to or arising out of them) shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute arising from or in connection with these General Terms & Conditions shall be submitted to the Hong Kong International Arbitration Centre ("HKIAC") in accordance with its existing arbitration rules. The award rendered by the arbitral tribunal shall be final and binding upon the parties.
Appendix: Artificial Intelligence Clauses
1 PERMITTED MACHINE LEARNING LICENSE
Customer may, in connection with the permitted uses set forth in the applicable Order, use the Information to develop statistical and machine learning models (e.g., regression, decision trees), provided that: (i) such models are designed to perform specific tasks by identifying patterns within the Information and making predictions or decisions based on those patterns; (ii) the models include documentation sufficient to reasonably explain decision-making processes and output, in accordance with industry standards for model interpretability (e.g., feature importance, decision paths, audit trails); and (iii) the models do not serve as a substitute for, replicate, or eliminate the need for the Information.
2 AUGMENTATION USE LICENSE
Customer is not authorized to use Information or Variations for Augmentation purposes unless Customer has purchased the applicable D&B AI Package with respect to that Information. If Customer has purchased a D&B AI Package, then, solely in connection with the permitted uses set forth in the applicable Order and subject to the restrictions in Section 3 below, Customer may use the Information provided as part of the D&B.AI Package for Augmenting and Grounding the outputs of Customer’s instances of pre-trained Gen AI models and Agentic AI tools (including embedded Gen AI features within proprietary or third-party software, such as Salesforce Einstein™ or Microsoft Copilot™).
3 RESTRICTIONS
Notwithstanding the foregoing, Customer shall not, and shall not permit any third party to: (i) use the Information or Variations to develop, train, fine-tune, reinforce learning in, adjust weights in, customize or otherwise modify, enhance, improve or optimize any Gen AI; (ii) use the Information or Variations in any publicly-available or public-facing Gen AI; or (iii) commercialize, or distribute any output or action that is based on or derived from the Information or Variations. To ensure compliance with Applicable Law, Customer must have separate written permission from D&B prior to using D&B provided Consumer Data, Contact Information, or other Personal Data.
Defined Terms
“Agentic AI” means software systems, models or applications that employ Gen AI to autonomously perform specified tasks, make decisions, or take actions with limited or no direct human interaction based on predefined objectives, learned patterns, or contextual data inputs.
“Augmenting” or “Augmentation” means inputting, referencing, or otherwise entering the Information at Runtime, and solely as Read-Only Context, for the limited purpose of enhancing, informing, contextualizing, constraining, or guiding outputs or actions (e.g. Retrieval Augmented Generation (RAG)). Augmentation includes the use of embedded Gen AI features within proprietary or third-party software, such as Salesforce Einstein™ or Microsoft Copilot™).
“Gen AI” means an artificial intelligence technology that exists now or may be developed in the future that (i) is trained on data; (ii) interacts with a person using text, audio, or visual communication; and (iii) generates non-scripted outputs similar to outputs created by a human, with limited or no human oversight.
“Grounding” means the use of Information to align Gen AI outputs with verified and contextually relevant data, for the purpose of improving factual accuracy, reliability, and relevance of such outputs. Grounding does not include training or fine-tuning Large Language Models (LLMs).
“Read-Only Context” means the model can access Information only at prompt or query time, and only for retrieval, without modifying itself or memorizing the data.
“Runtime” means the period during which Information may be used solely for executing a prompt or query and not memorized or reused outside a single prompt or query.
“Variations” means information based upon, developed from, or otherwise incorporating all or any part of the Information, and which retains or conveys all or any portion of the original meaning, insight, analytical value, content, or conclusions of the Information
