Terms & Conditions - CIAL Dun & Bradstreet

This Terms & Conditions (“T&C”) regulate all purchase Orders requested by Customer to Cial D&B Client Services Corp. ("D&B"). Customer and D&B may be sometimes referred to each individually as a “Party” or collectively as the “Parties”.

In case of conflict between the languages of this Agreement, the English version, and ONLY the English version, shall prevail.

1. Definitions

The definitions for the defined terms are contained below or in the body of the T&C:

1.1 “Affiliates” means entities that control, are controlled by, or are under common control.

1.2 “T&C” means this document, any Orders, addendum, statements of work, and schedules.

1.3 “Claim” means any litigation, arbitration, demand, suit, judicial action, trial, complaint, appeal or procedure before any court or before any government institution.

1.4 “Confidential Information” means information provided by Discloser to the Recipient that Discloser designates in writing to be confidential, or information that the Recipient ought to reasonably know is confidential.

1.5 “Contact Information” means professional information D&B collects and compiles 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.

1.6 “Contractor” means third parties provided with Information or accessing the Services solely to support Customer.

1.7 “Data Subject” means an individual person who is the subject of, represented within or identifiable by Contact Information.

1.8 “Discloser” means the party disclosing Confidential Information.

1.9 “Documentation” means any manuals, instructions or other documents or materials that D&B provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

1.10 “Government Institution” means any government or any department, authority, agency, council, bureaucracy, commission, tribunal, department, office, officer, subdivision, court, or other administration of any government with authority in any country, whether federal, state, or local, and whether judicial, legislative, executive, administrative, regulatory or otherwise.

1.11 “Information” means information D&B collects and compiles on business entities anywhere in the world which may include, but is not limited to, business information, legal or financial data, Contact Information, D-U-N-S® Numbers, and ratings on such business entities.

1.12 “Order” means the ordering document for Services which may include particular Service-specific terms and conditions.

1.13 “Recipient” means the party receiving Confidential Information.

1.14 “Representatives” means employees and vendors of the Recipient as further described in Section 8.3.

1.15 “Software” means computer programs or applications (including those accessed remotely), documentation, and media.

1.16 “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.

1.17 “Unauthorized Code” means any virus, trojan horse, worm, or any other software routines or hardware components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data.

1.18 The term “Cial D&B” refers to each of the following entities, both collectively and individually: Cial D&B Client Services Corp. (Barbados), Cial D&B Services, Inc., Dun & Bradstreet S.A. (Argentina), Dun & Bradstreet do Brasil Ltda., Dun & Bradstreet de Mexico, S.A. de C.V. and Dun & Bradstreet S.A.C. (Peru).

2. Scope

D&B, either directly or through its Affiliates, shall, subject to the T&C, make available to Customer the Information, Software, and other services, identified in Orders entered into from time to time by D&B and Customer (the “Services”). Where there is a conflict between the terms of any Order and the terms of this T&C, the terms of the Order shall control solely with respect to the Services set forth in such Order and solely to the extent of the conflict.

3. Licenses

3.1 Whenever applicable to the terms and of the contract hereby, D&B grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use and display the Information and Software constituting the Services specified in an Order. All rights not expressly granted hereunder are reserved to D&B.

3.2 Each License is for a term of twelve (12) months, beginning on the effective date of the Order, unless another term is specified in the Order. The initial term and any renewal period for an Order or License constitute "the Term" for such Order or License.

3.3 Affiliates of either party may execute Orders for Services on their own behalf governed by this T&C. For purposes of an Order, the Parties executing the Order are deemed “Customer” or “D&B”, as applicable.

3.4 In the event a particular Order allows for Customer to make Services available to its Affiliates, Affiliates are bound by the same terms and conditions as Customer under the T&C Agreement and Customer is responsible and liable for the Affiliates’ acts and/or omissions which if done by Customer itself would be a breach of the T&C.

4. Terms of Use

4.1 Information and Software are licensed for internal use only by Customer's employees with a need to know for the purpose identified in the Order. Customer will not provide Information, Software or other Services to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical, comparative, or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); or voluntarily produce Information in legal proceedings, unless required by law.

4.2 Notwithstanding the foregoing, Customer may allow Contractors to access the Services in the territories identified on an Order, provided that such Contractors use the Services in accordance with the T&C. However, Customer must have written approval of D&B prior to providing access to a Contractor for use outside of an installation or site that is owned, used or leased by Customer or that is under Customer's operational control. Customer is liable to D&B for any use or disclosure by any Contractor of Services not for the benefit of Customer or, which, if done by Customer itself, would be a breach of the T&C.

4.3 Customer and its affiliates will not attempt to reverse engineer any Services or access, use, modify, copy, or derive the source code of, any Software.

4.4 Customer will not use Information (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; (ii) In addition, Customer will not use any Service to engage in any unfair or deceptive practices and will use the Services only in compliance with all applicable Laws. If Customer is provided with Information from outside of Barbados, the parties must comply with applicable international data transfer laws.

4.5 Upon expiration or termination of a License with respect to a particular Service, or upon receipt of a Service that is intended to supersede previously obtained Service(s), Customer will promptly delete or destroy all originals and copies of the Information and/or Software, as applicable, including all Information or Software provided to Contractors as permitted by Section 4.2 hereof; and provide D&B with a certification thereof. Notwithstanding the foregoing:

(i) Customer is granted a perpetual, limited, non-transferable and non-assignable license to retain copies of such Information in the form of hard copies or in systems not used in the current operations of the Client, so that the Information is not susceptible to use as a substitute for the Services licensed by D&B, 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 and not for any other continuing use (“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;

(ii) The obligation to delete Information shall not apply to names, addresses (street, city, state, and zip code), phone numbers, fax numbers, and email addresses to the extent the subject to whom the Information relates has (x) become a customer or supplier of Customer, or (y) engaged with Customer to become a customer or supplier of Customer.

4.6 Customer agrees, that in the event D&B obtains information or other evidence leading it to reasonably conclude that Customer is violating its obligations under the T&C, D&B may request an officer of Customer to certify that it is in compliance. If the officer refuses to do so, or D&B has reasonably evidence that such certification is not reliable, D&B may, at its own expense, audit Customer’s records and applicable computer systems, no more frequently than once a year, provided that such audits are conducted with reasonable notice (of not less than 10 working days), during Customer’s normal working hours, and in such a way as not to interfere unduly with the operation of Customer’s business;. 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 the T&C.

4.7 To the extent that Customer transfers to D&B, under a particular Order, Personal data subject to the Barbados Laws, D&B will process such Personal data in accordance with the laws of the Barbados juridical system.

5. Products

5.1 CIAL360

5.1.1 CIAL360 is a platform that allows Clients to research and make decisions about companies of interest, regarding credit decisions or supplier approvals. However, any requested report will be charged according to the Data Credits table mentioned at the end. The Client can contract additional services such as Managed Services or Integrations within the CIAL360 product.

5.1.2 The quantity of each service provided is limited by the number of Data Credits acquired at the beginning of the Purchase Order.

5.1.3 In cases where the Client requests or provides documents and/or data through CIAL360, CIAL Dun & Bradstreet acts solely as a facilitator in gathering the information, which will be stored on the platform during the validity of the purchase order. The Client is solely responsible for obtaining necessary approvals regarding the information collected from the entities in question.

5.1.4 In CIAL360, a Client accesses company data through Reports or by viewing data on the platform. Available reports vary by country, as do the terms and conditions for these reports. Access to Dun & Bradstreet's data or reports will be as follows:

(i) Access and delivery of Commercial Information Reports to Clients will be done through the CIAL360 platform.

(ii) CIAL Dun & Bradstreet obtains information for its reports from various reliable sources, including research, business references, and information published in public records or acquired from third parties, including Dun & Bradstreet International and Dun & Bradstreet's global network. Some of these sources are updated daily, others monthly, quarterly, or annually as needed. Each type of report has proprietary internal metrics that indicate when information should be updated before delivering the report. Based on these metrics, reports may be available for instant delivery or may require investigation and potential update. Normally, the Client can see whether the Report is available for instant delivery or requires investigation before making a purchasing decision. When a report is requested that requires investigation, delivery times may vary depending on the report type, from 1 hour to 7 business days, always depending on the response time of the investigated company. In some cases, a "Preliminary Report" may be available for instant delivery with a pending investigation update. Once the update is completed, the Client will also receive the updated Report. Clients can contact CIAL Dun & Bradstreet's customer service for more information on Report investigation times and how to recognize when a Report is available for instant delivery.

(iii) The Client acknowledges and agrees that the information presented in the Reports and platforms is intended to assist in company evaluations and does not constitute a guarantee or recommendation by CIAL Dun & Bradstreet.

5.1.5 The Client acknowledges and agrees that CIAL Dun & Bradstreet's team may access, preserve, and disclose the information and content of their account, if required by law or in good faith, believing that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce these terms; (c) respond to claims that any content violates the rights of third parties; or (d) respond to customer service requests.

5.1.6 The Client warrants the accuracy and rights to possess and use any information submitted to CIAL360, which will be used in their commercial decision-making process, and that the submission of such information does not violate any law, contractual restriction, or third-party rights.

5.1.7 Overconsumption: If exceeding the initially contracted Data Credits amount, these will be additionally charged according to the proposal presented by the CIAL Dun & Bradstreet executive.

5.1.8 Managed Services: The Managed Services (availability and scope may vary by country) are available in CIAL360 subscriptions, involving monitoring via email and/or phone of all applicant clients of CIAL Dun & Bradstreet. If the applicant is in a country where Spanish is not spoken, follow-up will be conducted via email in English.

5.1.9 Applicant Pays: Upon acquiring the Applicant Pays module or subscription, functionality will be enabled for applicants of each client to make payment for their evaluation.

5.1.10 Integrations: The price of integrations may vary depending on the type and complexity. If you renew your service, you must specify whether you wish to continue with the integration so that it can continue to function.

5.1.11 The validity of this product will be the same as specified in your original purchase order with which you acquired your CIAL360 license. Additionally, the terms and conditions contained in that initial purchase order apply equally to this additional product.

5.1.12 Additional Data Credits: The validity of additional Data Credits will be the same as specified in your original purchase order with which you acquired your CIAL360 license. Additionally, the terms and conditions contained in that initial purchase order apply equally to this additional product.

5.1.13 Additional Users: The validity of this product will be the same as specified in your original purchase order with which you acquired your CIAL360 license. Additionally, the terms and conditions contained in that initial purchase order apply equally to this additional product.

5.1.14 Non-Payment: In case of delay exceeding 7 days, access to CIAL360 will be automatically blocked and reinstated only upon payment.

5.2 Compliance Onboard

5.2.1 Upon signature by Customer and submission to CIAL Dun & Bradstreet (CIAL D&B), the Order Form shall become legally binding.

5.2.2 Any service requested through our platform that is not contemplated in the items on the Order Form will be charged based on our standard price list.

5.2.3 Subscriptions are non-cancelable before their Order End Date.

5.2.4 In the event of consumption being less than the Total Order Amount, no amount previously paid will be reimbursed, being the Total Order Amount due. In case the Customer exceeds the referred Amount, the applicable prices will remain those provided in the Price Table.

5.2.5 The Order Form will automatically renew for additional 1-year periods unless either party gives written notice of non-renewal (including email) at least 60 days before the renewal date.

5.3 Compliance Watch

5.3.1 Upon signature by Customer and submission to CIAL Dun & Bradstreet (CIAL D&B), the Order Form shall become legally binding.

5.3.2 Any service requested through our platform that is not contemplated in the items on the Order Form will be charged based on our standard price list.

5.3.3 Subscriptions are non-cancelable before their Order End Date.

5.3.4 In the event of consumption being less than the Total Order Amount, no amount previously paid will be reimbursed, being the Total Order Amount due. In case the Customer exceeds the referred Amount, the applicable prices will remain those provided in the Price Table.

5.3.5 The Order Form will automatically renew for additional 1-year periods unless either party gives written notice of non-renewal (including email) at least 60 days before the renewal date.

5.3.6 To ensure fair use of data, unlimited packages have an annual screening volume limit of 250,000 screenings and a monthly limit of 21,000 screenings.

5.4 Finance Analytics

5.4.1 The Finance Analytics platform includes access to the CIAL Dun & Bradstreet company database, allowing the client to request reports, monitor, and manage their portfolio through the platform. The functionalities vary depending on the chosen package.

5.4.2 The quantity of each service provided is limited by the number of reports acquired at the beginning of the Purchase Order.

5.4.3 Service: Finance Analytics is a platform that allows clients to research and make decisions about companies of interest, related to credit decisions of customers.

5.4.4 In Finance Analytics, clients access company data through Reports or by viewing data on the platform. Available reports vary by country, as do the terms and conditions for these reports. Data or reports from CIAL Dun & Bradstreet can be accessed as follows:

(i) Access and delivery of Commercial Information Reports to clients will be done through the Finance Analytics platform.

(ii) CIAL Dun & Bradstreet obtains information for its reports from various reliable sources, including research, business references, and information published in public records or acquired from third parties, including Dun & Bradstreet International and Dun & Bradstreet's global network. Some of these sources are updated daily, others monthly, quarterly, or annually as needed. Each type of report has proprietary internal metrics that indicate when information should be updated before delivering the report. Based on these metrics, reports may be available for instant delivery or may require investigation and potential update. When an investigation is requested, delivery times may vary from 5 hours to 7 business days, always depending on the response time of the investigated company. When the investigation is completed, the client can view the update directly on the platform and, in some cases, the report may be available for instant delivery on the platform. Clients can contact CIAL Dun & Bradstreet's customer service for more information on report investigation times.

(iii) The client acknowledges and accepts that the information presented in the Reports and platforms is intended to assist in company evaluations and does not constitute a guarantee or recommendation by CIAL Dun & Bradstreet.

5.4.5 The client acknowledges and accepts that CIAL Dun & Bradstreet's team may access, preserve, and disclose the information and content of their account, if necessary, according to the law or in good faith, believing that such access, preservation, or disclosure are reasonably necessary to: (a) comply with legal processes; (b) enforce these terms; (c) respond to claims alleging that any content violates the rights of third parties; or (d) respond to customer service requests.

5.4.6 The client warrants the accuracy and that they have the right to possess and use any information submitted to Finance Analytics, which will be used in their commercial decision-making process, and that the presentation of such information does not violate any law, contractual restriction, or rights of third parties.

5.4.7 Overconsumption: If exceeding the initially contracted number of reports, these will be additionally charged according to the proposal presented by the CIAL Dun & Bradstreet executive.

5.4.8 Monitoring: The Monitoring service allows clients to track the different risk indicators of their assessed entities. If any CIAL Dun & Bradstreet information source has an update that impacts risk indicators, the client will be notified through alerts, if desired. This service has an additional cost to the basic license.

5.4.9 Non-Payment: In case of delay of more than 7 days in payment, access to Finance Analytics will be automatically blocked and will only be reinstated after payment is updated.

5.4.10 Additional Reports: The validity of this product will be the same as specified in their original purchase order, with which they acquired their Finance Analytics license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.5 Risk Analytics –Supplier Intelligence

5.5.1 The Risk Analytics – Supplier Intelligence platform includes access to CIAL's Dun & Bradstreet database, allowing clients to request company records, scan individuals and entities on global sanctions lists, watch and monitoring lists, Politically Exposed Persons (PEP) lists, and anti-corruption lists. The functionalities vary depending on the package chosen.

5.5.2 The quantity of each service provided is limited by the number of records purchased at the beginning of the Purchase Order.

5.5.3 Subscribers accept all content provided by Provider "AS IS", without any warranty as to the accuracy of the content.

5.5.4 Service: Risk Analytics – Supplier Intelligence is a platform that allows clients to research and make decisions about companies of interest, regarding to firmographic, commercial and financial data, sanctions/watch lists, adverse media, and criteria of political affiliations of their counterparts.

5.5.5 In Risk Analytics – Supplier Intelligence, a customer accesses company data through records or by visualizing data on the platform. The available records vary by country, as do the terms and conditions of the reports. CIAL Dun & Bradstreet's data or reports can be accessed as follows:

(i) The access and delivery of compliance information records to customers will be carried out through the Risk Analytics – Supplier Intelligence platform.

(ii) CIAL Dun & Bradstreet obtains information for its reports from several trusted sources, including research, business references, and information published in public records or acquired from third parties, including Dun & Bradstreet International and Dun & Bradstreet's global network. Some of these sources are updated daily, others monthly, quarterly, or annually, as needed. Based on these metrics, records may be available for instant delivery or may require investigation and possible updating. When an investigation is requested, delivery times can vary from 5 hours to seven business days, always depending on the response time of the company investigated. Once the investigation is complete, the customer can view the update directly on the platform, and in some cases, the record may be available for instant delivery on the platform. Customers can contact CIAL Dun & Bradstreet customer service for more information on report investigation times.

(iii) Customer acknowledges and agrees that the information presented in the Reports and on the platform is intended to assist in the Company's evaluations and does not constitute a guarantee or recommendation by CIAL Dun & Bradstreet.

5.5.6 Customer acknowledges and agrees that the CIAL Dun & Bradstreet team may access, preserve, and disclose the information and content of your account, if necessary, in accordance with the law or in the good faith, believing that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these terms; (c) respond to claims that any content violates the rights of third parties; or (d) respond to customer service requests.

5.5.7 The customer warrants the accuracy and that it has the right to possess and use any information submitted to Risk Analytics – Supplier Intelligence, which will be used in its business decision-making process, and that the submission of such information does not violate any law, contractual restriction or rights of third parties.

5.5.8 Excess chargers: In case of exceeding the number of records initially contracted, these will be charged additionally in accordance with the proposal presented by the executive of CIAL Dun & Bradstreet.

5.5.9 Non-payment: In case of a delay of more than 7 days in payment, access to Risk Analytics - Supplier Intelligence will be automatically blocked and only restored after the payment is updated.

5.5.10 Additional Reporting

(i) With this purchase, the customer can purchase additional records, which will be added to their current plan at an additional charge

(ii) The validity of this product will be the same as specified on your original purchase order, with which you purchased your Risk Analytics – Supplier Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.5.11 Factiva License

(i) With this purchase, the customer can purchase additional licenses from Factiva, which will be added to their current plan at an additional charge.

(ii) The validity of this product will be the same as specified on your original purchase order, with which you purchased your Risk Analytics – Supplier Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.5.12 ESG add-on

(i) The ESG add-on is complement that allows clients to research and make decisions about companies of interest, in relation to the environmental, social and corporate governance (ESG) criteria of their counterparts.

(ii) With this purchase, the customer can purchase the ESG add-on within Risk Analytics – Supplier Intelligence, which will be added to their current plan at an additional charge.

(iii) The validity of this product will be the same as specified on your original purchase order, with which you purchased your Risk Analytics – Supplier Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.5.13 Cyber Risk Add-On

(i) The Cyber Risk add-on is a rating (subject to availability) provided by the Security Scorecard with the goal of analyzing, monitoring, and reporting on cybersecurity performance across the third-party portfolio, as well as helping to identify and highlight cyber risks before an outage occurs.

(ii) With this purchase, the customer can purchase the Cyber Risk add-on within Risk Analytics – Supplier Intelligence, which will be added to their current plan at an additional charge.

(iii) The validity of this product will be the same as specified on your original purchase order, with which you purchased your Risk Analytics – Supplier Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.6 Risk Analytics – Compliance Intelligence

5.6.1 The Risk Analytics – Compliance Intelligence platform includes access to the CIAL Dun & Bradstreet company database, allowing clients to request company reports, scan individuals and entities against global sanctions lists, watchlists, Politically Exposed Persons (PEP) lists, and anti-corruption lists. It also serves to make evaluations with a risk calculator based on internal user policies through the platform. The functionalities vary depending on the chosen package.

5.6.2 The quantity of each service provided is limited by the number of reports acquired at the beginning of the Purchase Order.

5.6.3 The Subscriber accepts all content provided by the Supplier on an "AS IS" basis, without any guarantee of the content’s accuracy.

5.6.4 Service: Risk Analytics – Compliance Intelligence is a platform that allows clients to research and make decisions about companies of interest, regarding to sanctions/watchlists, adverse media and political affiliations criteria of their counterparties.  

5.6.5 In Risk Analytics – Compliance Intelligence, a client accesses company data through Reports or by viewing data on the platform. Available reports vary by country, as do the terms and conditions for these. Data or reports from CIAL Dun & Bradstreet can be accessed as follows:

(i) Access and delivery of compliance Information Reports to clients will be done through the Risk Analytics – Compliance Intelligence platform.

(ii) CIAL Dun & Bradstreet obtains information for its reports from various reliable sources, including research, business references, and information published in public records or acquired from third parties, including Dun & Bradstreet International and Dun & Bradstreet's global network. Each type of report has proprietary internal metrics that indicate when information should be updated before delivering the report. Based on these metrics, reports may be available for instant delivery or may require investigation and potential update. When an investigation is requested, delivery times may vary from 5 hours to seven business days, always depending on the response time of the company investigated. When the investigation is completed, the client can view the update directly on the platform and, in some cases, the report may be available for instant delivery on the platform. Clients can contact CIAL Dun & Bradstreet's customer service for more information on report investigation times.

(iii) The client acknowledges and accepts that the information presented in the Reports and on the platform is intended to assist in company evaluations and does not constitute a guarantee or recommendation by CIAL Dun & Bradstreet.

5.6.6 The client acknowledges and accepts that CIAL Dun & Bradstreet's team may access, preserve, and disclose the information and content of their account, if necessary, according to the law or in good faith, believing that such access, preservation, or disclosure are reasonably necessary to: (a) comply with legal processes; (b) enforce these terms; (c) respond to claims alleging that any content violates the rights of third parties; or (d) respond to customer service requests.

5.6.7 The client warrants the accuracy and that they have the right to possess and use any information submitted to Risk Analytics – Compliance Intelligence, which will be used in their commercial decision-making process, and that the presentation of such information does not violate any law, contractual restriction, or rights of third parties.

5.6.8 Excess Charges: If exceeding the initially contracted number of reports, these will be additionally charged according to the proposal presented by the CIAL Dun & Bradstreet executive.

5.6.9 Non-Payment: In case of delay of more than 7 days in payment, access to Risk Analytics - Compliance Intelligence will be automatically blocked and will only be reinstated after payment is updated.

5.6.10 Additional Reports  

(i) With this purchase, the client can acquire additional Evaluations, which will be added to their current plan with an additional charge.

(ii) The validity of this product will be the same as specified in their original purchase order, with which they acquired their Risk Analytics – Compliance Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.6.11 Factiva License

(iii) With this purchase, the customer can purchase additional licenses from Factiva, which will be added to their current plan at an additional charge.

(iv) The validity of this product will be the same as specified in their original purchase order, with which they acquired their Risk Analytics – Compliance Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.6.12 ESG add-on

(i) ESG add-on is a complement that allows clients to research and make decisions about companies of interest, regarding environmental, social, and governance (ESG) criteria of their counterparties.

(ii) With this purchase, the client can acquire ESG add-on within Risk Analytics – Compliance Intelligence, which will be added to their current plan with an additional charge.

(iii) The validity of this product will be the same as specified in their original purchase order, with which they acquired their Risk Analytics – Compliance Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.6.13 Cyber Risk add-on

(i) Cyber Risk add-on is a rating (subject to availability) provided by Security Scorecard with the objective of analyzing, monitoring and reporting cybersecurity performance in the third-party portfolio, as well as helping to identify and highlight risks cyber before an interruption occurs.

(ii) With this purchase, the client can acquire Cyber Risk add-on within Risk Analytics – Compliance Intelligence, which will be added to their current plan with an additional charge.

(iii) The validity of this product will be the same as specified in their original purchase order, with which they acquired their Risk Analytics – Compliance Intelligence license. In addition, the terms and conditions contained in that first purchase order apply equally to this additional product.

5.7 D&B Hoovers

5.7.1 Customer shall use the D&B Hoovers in compliance with all applicable laws and regulations.

5.7.2 D&B Hoovers may contain personal information protected under the data protection laws and regulations of various countries and Customer shall comply with any applicable obligations required under such laws and regulations and ensure that such personal data is only used by appropriate and trained personnel.

5.7.3 We and our Third Party Partners shall have no liability arising out of or relating in any way to any solicitation and/or communication Customer make using D&B Hoovers.

5.7.4 You may not robotically or otherwise automatically access or collect any information or data from the D&B Hoovers.

5.7.5 The number of company downloads and contact downloads will depend on the plan acquired by the customer. The Explore plan includes 5,000 company downloads and 5,000 contact downloads, the Focus plan includes 10,000 company downloads and 5,000 contact downloads, and the Predict plan includes 20,000 company downloads and 5,000 contact downloads.  

5.7.6 You agree not to distribute, sell or publish the information received through D&B Hoovers to anyone without the express prior written consent of Hoover’s. Copying and distributing the Services to third parties is forbidden.

5.7.7 The sites, the information and functionality are provided on an “as-is” and “as available” basis for your use, without warranties of any kind.

5.7.8 The Service is subject to the terms and conditions located at http://www.hoovers.com/terms-conditions.html

5.7.9 Additional Services or Add-ons: These Add-ons may include Precision Research, Technology Insights, and/or Bombora. The 3 additional services are available in Hoovers for an additional cost. Bombora is available in all plans, while Precision Research and Technology Insights are only available starting from the Focus package. The validity of this additional product will be the same as specified in your original purchase order, with which you acquired your D&B Hoovers license. Additionally, the general terms and conditions of the Hoovers product apply equally to these services.

5.8 DUNS PLANS

5.8.1 CIAL Dun & Bradstreet offers different DUNS plans through which you will receive access to the DUNSGUIDE platform, where you can download or view the services listed below. By signing the purchase order, you accept the terms and conditions of what is included in the plan.

5.8.2 Subscription to DUNSGUIDE (Included in all plans)

5.8.2.1 The Client (hereinafter referred to as the Advertiser) acquires from CIAL Dun & Bradstreet (hereinafter referred to as "CIAL D&B") a comprehensive platform (hereinafter referred to as the "Site"), where they can manage each of the services included in their plan. Additionally, the Client will receive online access to the business directory contained in Dunsguide.

5.8.2.2 Depending on the type of package purchased, the Client may have one or several of these functionalities (to a greater or lesser extent) available within the Site: Statistics, Image Upload, or Priority Ranking of companies within the search engine to be found by affiliated companies on the Site, among others.

5.8.2.3 It should be clarified that, upon the termination of the contract for any reason, the Advertiser will no longer be able to use any of the Services.

5.8.2.4 General Commitment of the Company to the Advertiser Regarding Information

(i) The Advertiser represents and warrants that the information in their profile, including all materials and content, is accurate, and authorizes CIAL D&B to publish such material on the Dunsguide platform. CIAL D&B retains all necessary rights, authorizations, permissions, and licenses to make the information available to all CIAL D&B users. No user or company with information on Dunsguide or any of CIAL D&B's platforms will receive any compensation or royalties of any kind. The Advertiser also represents and warrants that no part of the information or its use by CIAL D&B violates any law, contract, or third-party rights of any kind.

(ii) The Advertiser confirms that, after the signing date of this agreement, CIAL D&B will publish on Dunsguide the information that the Advertiser has made available.

5.8.3 D-U-N-S® Number (Included in all plans)

5.8.3.1 The D-U-N-S® Number (Data Universal Numbering System) is a nine-digit code provided by CIAL DUN & BRADSTREET. The D-U-N-S Number is unique to each Client and is acquired under the terms chosen based on the service package purchased. It allows the Client to be identified and distinguished from other companies for electronic data exchanges (EDI) and international business transactions.

5.8.3.2 A D-U-N-S® Number will be obtained after completing the "D-U-N-S® Number Request," where the Client must provide, under their responsibility and legal liability, the following mandatory information:

(i) Applicant Information: Name, position, email, and phone number.

(ii) Company Identification: Company name, full address (including district, municipality, city, state, country), phone number, industry or economic activity, number of employees, and tax identification.

(iii) Company History and Participation: CEO’s name and position.  

5.8.3.3 The parties acknowledge that only D&B is responsible for registering and providing the nine-digit code: the D-U-N-S® Number. Therefore, D&B does not offer any warranty and assumes no liability toward the Client or third parties. The Client will be responsible for any damage or loss caused, partially or entirely, by the information provided to D&B for the D-U-N-S® Number.

5.8.3.4 The D-U-N-S Number can also be obtained for different branches or affiliates of a company at an additional cost. The terms and conditions of the D-U-N-S Number apply equally to each branch or affiliated company of the Client.

5.8.4 DUNS REGISTERED Seal and Electronic Signature (Included in all plans)

5.8.4.1 D&B will provide the Client with the "OTS" certificate, which the Client may display on their website, subject to the following contractual conditions:

5.8.4.2 To use the OTS certificate, the Client agrees and declares that they have the authority to provide information about their business to be displayed on the OTS server.

5.8.4.3 The Client agrees and ensures that:

(i) The information provided periodically must be accurate, complete, up-to-date, and precise.

(ii) They will inform D&B promptly and proactively of any changes in the information so that D&B can update or modify it.

(iii) They acknowledge that their sites cannot contain information that is non-compliant with the law, such as illegal, obscene, defamatory, unauthorized, or harmful content that could damage third parties or D&B’s reputation and goodwill.

5.8.5 Commercial Information Report (Included in the SILVER and GOLD PLANS)

5.8.5.1 The delivery of the Business Information Report (BIR) will be provided by CIAL D&B. It is stipulated that, for both national and international companies, the data published in the reports will have an update period of thirteen (13) months from the delivery date. The report may require further investigation or other types of inquiries after the last update, once thirteen (13) months have passed, or when the company is not in D&B’s database, or when D&B deems it necessary at its sole discretion.

5.8.6 ESG REGISTERED (Available for an Additional Cost in SILVER and GOLD PLANS)

5.8.6.1 CIAL Dun & Bradstreet provides ESG Registered, a trust recognition badge provided by the leading source of business data in the industry, demonstrating a company's commitment to and transparency in ESG criteria.

5.8.6.2 This badge helps to understand how a company is performing in environmental, social, and governance dimensions. It helps gain a competitive advantage in the market and provides recognition of a company's rating in each of the ESG criteria, in addition to comparing a company's efforts with others in its industry through real and verified ESG data.

5.8.6.3 This badge can be shared with all business partners and will be linked to the company's ESG profile, where the results obtained in the evaluation conducted by CIAL Dun & Bradstreet will be displayed.

6. Warranties and Disclaimers

6.1 D&B and Customer each represent and warrant that it (i) has the right to enter into the Order and (ii) has all necessary legal rights, title, consents and authority to disclose information (including Confidential Information and Personal Data) to the other in accordance with this T&C.

6.2 D&B represents that the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations, but D&B does not guarantee that the Customer’s use of the Information meets the requirements of any applicable international, federal, or state law, rule or regulation.

6.3 D&B and Customer each warrant and undertake that:

(i) use of Personal Data will be for limited and legitimate purposes as specified in the Order;

(ii) shall be subject to the regulation by law regarding the Protection of Data and Information or Personal Data; and

(iii) for Customer through the process established in the D&B Privacy Policy and, for D&B upon notice to Customer, including undertake reasonable and appropriate steps to stop processing such Personal Data or remediate unauthorized use

6.4 D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals.

6.5 When applicable to the Services provided by D&B, D&B represents and warrants that it has taken commercially reasonable efforts (i.e., scanning with current versions of antivirus software) to determine that the Software, eventually licensed, 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.

6.6 D&B represents and warrants that the Software will perform all material functions and features as set forth in the Documentation.

6.7 With respect to the Services related to the Dunsguide or any other applicable Services, the Parties declare that the Contact Information has not been obtained directly from the Data Subjects and the Data Subjects have not opted in or otherwise expressly consented to having their information sold for marketing purposes. Except as set forth in this Section 7, D&B shall not be liable for any damages, losses, costs, claims or expenses, including reasonable attorneys' fees, with respect to any data privacy legal or compliance violation arising out of or related to Customer’s use of Contact Information. Customer’s use of the Contact Information shall be for its own marketing and sales purposes and all opt out provisions and/or opt out links in Customer’s marketing and sales materials shall pertain to opting out of Customer’s marketing lists and/or Customer’s databases only.

6.8 Customer agrees that it will not provide D&B any Social Security number, driver’s license number, account number, credit or debit card number (other than Customer’s own card for payment purposes, if applicable), or personal identification number or password that would permit access to the person’s account, or any special categories of personal data as defined in European Privacy Legislation (these are personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, the processing of 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).

6.9 Customer acknowledges and agrees that the CIAL Dun & Bradstreet team may access, preserve, and disclose Customer's account information and content if required to do so by law or in the good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) respond to customer support requests.

6.10 With respect to the D&B Information Service, the CUSTOMER ACKNOWLEDGES THAT EVERY BUSINESS DECISION TO SOME DEGREE REPRESENTS AN ASSUMPTION OF RISK AND THAT D&B IN FURNISHING INFORMATION DOES NOT ASSUME CUSTOMER'S RISK. THE SERVICES PROVIDED BY D&B ARE A 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 Order, D&B AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OR REPRESENTATION (IMPLICIT OR EXPLICIT) REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE.

7. Protection of Proprietary Rights

7.1 Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense. Customer will not remove D&B's copyright and proprietary rights legend from any Information and Software which are so marked when received.

7.2 Neither the Client nor CIAL Dun & Bradstreet may issue press releases, or any public announcements related to the Purchase Order without obtaining written consent from the other party. However, while using CIAL Dun & Bradstreet's services, either party may include the other party's name and logo on its website, as long as it follows standard logo and trademark usage guidelines. For any case studies, press releases, or promotional materials, prior written approval must be obtained from the other party.

7.3 The Recipient will treat all Confidential Information in the same manner as Recipient treats its own Confidential Information of a similar nature provided that: i) Recipient may share such information with its Representatives, with a need to know and/or in order to fulfill the obligations pursuant to the Agreement, in furtherance of the provision of Services hereunder, that are subject to confidentiality obligations substantially as restrictive as those set forth in this Section and ii) Recipient assumes responsibility for such Representative’s use of such information. Neither party shall disclose the negotiated pricing or terms of the Agreement, to any third party. Confidential Information shall not include (a) Information and Services licensed pursuant to the Agreement; or (b) 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 and without restriction on such disclosure; or (iv) is independently developed by Recipient without use of or reference to the confidential information.

7.4 Whenever there is exchange of Confidential Information, each party shall implement and maintain security measures with respect to the D&B Information, Software and Customer Confidential Information in its possession that effectively restrict access only to employees and Contractors with a need to know for the purpose identified in the Order, and protect such Information, Software, and Customer Confidential Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those each party employs to safeguard its confidential information of a similar nature.

8. Termination

8.1 In the event of material breach of Section 4 or 8, the non-breaching party may immediately terminate any particular Orders 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 T&C by Customer or D&B, the non-breaching party may terminate any particular Orders if such breach is not cured within thirty (30) days of written notice of breach.

8.2 The provisions set forth in Sections 4, 5, 7, 8, 10 and 11 will survive the termination of this T&C.

9. Limitation of Liability; Indemnification

9.1 NEITHER PARTY 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.

9.2 EACH PARTY’S AND D&B’S THIRD PARTY PROVIDERS’ MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE APPLICABLE ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS.OCCURRED.

9.3 Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 10.1 and Section 10.2 above shall not apply with respect to: (i) the Parties’ respective obligations under Section 10.4 (Indemnification), or (ii) Customer’s unauthorized use, disclosure, or distribution of Information or Services.

9.4 (a) D&B shall defend or settle at its expense any Claim arising from or alleging infringement of any existing U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party by the Services furnished under this T&C (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 Claim. Customer shall give D&B prompt notice of any 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 infringement Claims or damages.

(b) Customer shall indemnify and hold D&B harmless from and pay any and all losses arising from Customer’s unauthorized use or distribution of Services. With respect to covered Claims brought by D&B directly, Customer will pay all costs and expenses, including reasonable attorneys' fees that D&B incurs in any such action.

10. Payment

10.1 Customer will pay D&B in accordance with the terms set forth in each Order. In the event of late payment, a fine of 2% (two percent) of the amount due, plus default interest of 1% (one percent) per month, calculated pro rata die, will be charged from the due date to the effective date payment of the amount due.

10.2 In the event of a delay of more than thirty (30) days, D&B may, in its sole discretion, suspend the execution of the Services until all the amount due is fully paid, without prejudice to termination of the Order, pursuant to Clause 9.1 above.

11. Choice of Law; Disputes

11.1 This T&C shall be governed by and construed in accordance with the laws of Barbados without giving effect to its conflicts of provisions. Any disputes arising hereunder must be filed and shall be venued in the courts of Barbados and the parties hereby submit to the jurisdiction of such courts. Any representations, warranty, promise or condition not incorporated herein will not be binding upon either party. In the event of a conflict between the T&C and content of any Schedule, the T&C will prevail.

12. Miscellaneous

12.1 The T&C, Orders and Master Service Agreement (if executed) constitute the entire agreement between D&B and Customer regarding the Services. All prior agreements, both oral and written, between the Parties are expressly cancelled and superseded by the T&C, Order and Master Service Agreement (if executed). Any Order shall be subject to this T&C. Any amendments of or waivers relating to this T&C and Orders must be in writing signed by the party, or Parties, to be charged therewith, provided that in no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between D&B and Customer hereunder.

12.2 The T&C binds and inures to the benefit of the Parties and their successors and permitted assigns, except that neither party may assign any Orders without the prior written consent of the other party; however, either party may assign the Orders to any of its affiliated companies or in connection with a merger or consolidation (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of its assets (so long as the assignment is to the acquirer of such assets). Notwithstanding the foregoing, an assignment to a competitor of the non-assigning party will allow the non-assigning party to terminate the Orders.

12.3 If you have questions or concerns about how we collect, use, maintain, disclose, and protect your personal information, you can review our Privacy Policy here: https://project-cial-en.webflow.io/privacy-policy

12.4 Data Credits table is essential for the clarity and accuracy of CIAL360 Credit & CIAL360 Supplier charges. If the Data Credits table is referenced in the contract for the purchased product, the table below will aid in converting what has been consumed or what will be consumed during the license period.

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