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Means the European and local anti-corruption legislation, guidelines and industry standard in force in the relevant jurisdiction;
Means any information (i) which has been qualified as confidential by a Party, orally or by writing or (ii) which, by its nature, character or method of disclosure would be regarded as confidential by a reasonable person in identical circumstances;
Means Customer of D&B on whose behalf this MA has been signed or electronically accepted (as applicable);
Means any entity which, directly or indirectly, controls, is controlled by, or is under common control with a Party, where “Control” means having the right to decide, directly or indirectly, the manner of exercising more than fifty percent (50%) of the votes in a general assembly of an entity or more than fifty percent (50%) of the votes in a meeting of the executive body of an entity;
Means DUN & BRADSTREET BV, Montevideo Offices, Otto Reuchlinweg 1094, 3072 MD Rotterdam, Netherlands Tel: +31 (0) 10710 95 60, known under the trade name Altares - Dun & Bradstreet and part of the Altares Group;
Means the unique serial numbers which identify a business and which are proprietary to and controlled by DUN & BRADSTREET, INC. 101 John F. Kennedy Parkway, Short Hills, NJ, 07078, US;
Means the date (i) this MA is signed on behalf of Customer, or (ii) if entered into electronically the date on which Customer signifies its acceptance of this MA in accordance with the procedures specified from time to time by D&B;
Means (i) if a Party is being declared bankrupt, applying for a suspension of payments or petitioning for application of the debt restructuring provision referred to in the Dutch Bankruptcy Act and for any other relevant law, or, to the extent applicable, steps are taken to put a Party into administration, propose or enter into any arrangement, scheme, moratorium, compromise or composition with that Party’s creditors, take any other steps to enter insolvency proceedings and/or wind up that Party, (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;
Means any and all intellectual property rights and industrial property rights of any nature whatsoever including without limitation patents, patent applications, copyright, know-how, technical and commercial information, designs, design rights, internet domain names, database rights, trademarks, service marks or business names, applications to register any of the aforementioned rights, trade secrets and rights of confidence, in each case in any part of the world and whether or not registered or registrable;
Means a valid order for Information, Services and/or Programs which has been accepted by D&B in accordance with the terms of this MA;
Means individually D&B or Customer and collectively D&B and Customer;
Has the meaning as defined in the European Union Regulation 2016/679;
Means the European Union Regulation 2016/679 and any other applicable data protection legislation, guidelines and industry standards in force in a relevant jurisdiction, relating to the use and processing of personal data in that jurisdiction;
Means a third party processor as defined in the European Union Regulation 2016/679;
Means the computer programs or applications (including those accessed remotely) that allow access to the Services by Customer and/or the User. The Programs may include API’s or Websites, or any other program defined in the Order.
Means the provision of the Information by D&B to Customer via the Programs. The Services are described in the Order and, if applicable, in the additional contractual documents listed in the Order;
Means those countries or regions identified in a particular Order, included in the scope of the licence to use the Information, Services and/or Programs;
Means the functional corrections, bug or error corrections or modifications made to the API or Programs that are provided to D&B’s customers, including Customer, that might imply a version change;
Means the modification or addition of important functions of the Programs requiring a version change;
Means the employees and contractors of Customer and, if applicable, of Customer’s Affiliate(s) who access and/or use the Information, Services and/or Programs on Customer’s behalf. For the purpose of this definition, “contractor” means any person not an employee of Customer who performs the functions of an employee for Customer on a temporary basis;
Means an online platform that allows access to the Services via the internet. URL’s of the website are set out in the Order.
2.1No obligation to furnish or pay for any Information, Services, or Programs arises under this MA until D&B accepts the applicable Order, either (i) in writing (by the 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.
2.2All Orders are, from the Effective Date of this MA, subject to the terms of this MA, and the terms of all such Orders are by reference incorporated in this MA. All Information, Services, and Programs will be supplied in accordance with and subject to the terms of this MA and the applicable Order.
3.1Unless otherwise stipulated in the Order, any Order is entered into for a minimum term of twelve (12) months (the “Initial Period”).
3.2After the Initial Period, the Order shall be automatically renewed for successive twelve (12) months periods, unless any one of the Parties withdraws from it by prior written notice, no later than sixty (60) days before the renewal date of the Order.
4.1Any Customer Affiliate may place Orders with D&B by submitting an Order to D&B which Order shall be governed by the terms set out in the Order and this MA.
4.2Where a Customer Affiliate places an Order, Customer Affiliate shall be regarded as Customer for the purposes of that Order and this MA and all references in that Order and this MA to Customer shall accordingly be construed as referring to the relevant Customer Affiliate.
4.3Where Customer places an Order on behalf of a Customer Affiliate Customer hereby represents and warrants that (i) it has the authority to bind Customer Affiliate to the terms of that Order and this MA and (ii) it remains liable to D&B for any failure by Customer Affiliate to comply fully with, or in connection with any breach by Customer Affiliate of the terms of that Order and/or this MA.
6.1Unless stipulated otherwise in an applicable Order, Customer will pay all fees due to D&B (together with any applicable VAT) for each Order within thirty (30) days of the applicable invoice date.
6.2Customer accepts digital invoicing by D&B via the specified email address mentioned in an applicable Order. If applicable, Customer shall promptly provide D&B with any purchase order numbers and applicable system requirements for processing by Customer of D&B’s invoices. The issuance or failure as to the aforementioned shall in no way affect the payment obligations of Customer as set out in an applicable Order. Any costs related to the use of Customer’s purchasing system will be borne by Customer.
6.3Contractual interest of 1,5% per month may be applied, without the need for a reminder, to any outstanding and undisputed fees due from Customer to D&B until paid, unless the statutory interest rate is higher, in which case the statutory interest rate is applicable.
6.4Without prejudice to any other rights or remedies of D&B under this MA, an applicable Order or at law, if any fees remain unpaid D&B may suspend the provision of the Services without prejudice to D&B’s rights of termination hereunder.
6.5Prices and product descriptions for specific Information, Services or Programs shall be as set out in the relevant Order, or, if not set out in the Order, then the applicable pricing shall be the one in force at the time of the Order date.
6.6If Customer exceeds the permitted usage in an Order, Customer will be invoiced for such excess usage at the rate set out in the relevant Order, or, if not set out in the Order, then the applicable pricing shall be the one in force at the time of the Order date.
6.8Subject to compliance with the notification procedure described herein, D&B may, at any time during the term of the Order, modify the rates applicable to the Services. Any modification of the rates applicable to annual licences will be applicable from the date of renewal of the licence. D&B will inform Customer of the terms and conditions of this modification prior to its implementation. Customer may refuse this modification by the termination of the applicable Order(s) by giving notice to D&B within thirty (30) days of the above mentioned information. In the absence of the termination of the Order(s), Customer is deemed to have accepted the tariff modification.
6.9Any dispute relating to invoicing shall be addressed to D&B no later than two (2) months from the applicable invoice date.
7.1D&B may make Updates or Upgrades to the Services with reasonable prior notice, provided that (i) there is no charge to Customer unless mutually agreed, (ii) the updated or upgraded Services serve the same use case with similar product capabilities and functionality, (iii) D&B provides reasonable technical support and training, (iv) the conditions applicable to any new feature will be communicated to Customer.
7.2Solely for APIs, D&B maintains access to the prior version of the API for a reasonable period of time, after which the API will no longer be maintained. If the Update or Upgrade is subject to additional charges, Customer may terminate the concerned API within thirty (30) days from the date of written notice by D&B of the change.
7.3D&B may sunset a Service with twelve (12) months advance notice. This notice may be reduced to a shorter period (i) as mutually agreed or (ii) if Service’s sunset is necessary to address material and imminent risks relating to regulatory or compliance requirements, in which case contracted fees after discontinuation may be reduced as mutually agreed by Parties.
8.1Though D&B uses extensive procedures to keep its database current and to promote data accuracy Customer acknowledges that due to its nature and sources the Information may contain a degree of error. Customer is responsible for determining whether Information supplied by D&B is sufficient for Customer’s use and Customer shall use its own skill and judgement when relying upon the Information. Customer assumes full responsibility for the use of the Services provided by D&B.
8.2Other than as explicitly stated in this MA or an applicable Order, (i) all Information, Services, or Programs are provided on an “as is”, “as available” basis, without any warranty or representation regarding the availability of a service, service levels or performance (ii) D&B disclaims all warranties, express or implied, including any warranties of accuracy, completeness, currentness, quality or fitness for a particular purpose, (iii) D&B does not warrant that the services will be uninterrupted or error-free.
8.3The aggregate liability for either Party with respect to a particular Order will not exceed the sums payable by Customer to D&B in respect of one (1) contractual year in such Order.
8.4Unless specifically provided to the contrary in this clause 8, neither Party shall have any liability to the other Party for any damages other than direct damages.
8.5The liability limits set out in this clause 8 shall not apply to (i) death or personal injury of each Party’s employees, agents or subcontractors; (ii) wilful misconduct or gross negligence of a Party and; (ii) for claims arising out of infringements of intellectual property rights.
9.1Each Party undertakes to: (i) treat all Confidential Information disclosed by the other Party in the same way that it treats its own confidential information; (ii) to use it for the sole purpose of fulfilling its contractual obligations and/or for internal analysis purposes. D&B may share Confidential Information with its employees and third-party service providers with a need to know in order to fulfil its obligation pursuant to an applicable Order and in furtherance of the provision of Services, provided that such employees and service providers are subject to confidentiality obligations substantially as restrictive as those set forth herein.
9.2Confidential Information shall not include information that: (i) is or becomes part of the public domain without breach of this MA and/or an applicable Order, (ii) information which was lawfully in the possession of a Party before being disclosed to it by the other Party, (iii) information that was disclosed by a third party with the right to disclose such information without restriction or (iv) is independently developed by D&B without the use of or reference to the Confidential Information.
9.3Customer shall not disclose the negotiated pricing or terms of this MA, or any Order, to any third party (save where it is required to do so by a governmental body in which case it shall take all reasonable steps to minimize such disclosure and to obtain written confidentiality undertakings in its favour with respect to such disclosure).
10.1Each Party undertakes to comply with Privacy Laws relating to the processing of Personal Data applicable under an applicable Order. The terms and conditions for the processing of Personal Data by D&B are specified in the Appendix "Processing and Protection of Personal Data ".
10.2Each Party undertakes to proceed all the necessary declarations and administrative procedures provided by the Privacy Laws with the competent authorities and, more generally, to assume all the responsibilities and obligations arising from the applicable legislation, in particular in the event of the transfer of Personal Data.
10.3Each Party warrants to respect Privacy Laws in its relations with third parties (including data processors, partners, etc.) concerning the processing of Personal Data.
10.4Each Party shall take the appropriate precautions, in regard to the nature of the Personal Data and the risks presented by the processing, to preserve the security of the Personal Data and, in particular, to prevent them from being distorted, damaged, or accessed by unauthorised third parties.
10.5The Parties agree to transmit without delay to the other Party: (i) any request relating to the right of access, rectification, or opposition to Personal Data processed under an applicable Order; and (ii) any request made by an administrative or judicial authority relating to Personal Data processed under an applicable Order or to the conditions of their processing that the other Party should address.
D&B is authorized to use sub-contractors and service providers in the provision of all or part of the Services and undertakes to provide a list of these at Customer’s request. D&B remains, however, the sole debtor of its obligations under an applicable Order.
12.1This MA will continue in full force and effect unless and until terminated in accordance with this paragraph 12. Orders will continue in full force and effect for the licence period specified in the applicable Order unless and until terminated in accordance with the terms of that Order or this paragraph 12 (as applicable).
12.2In the event of a breach by one of the Parties of its contractual obligations, and failure to remedy such breach within thirty (30) days following a formal notice sent by registered letter with acknowledgement of receipt, the other Party may terminate the MA and/or any applicable Order by sending a registered letter with acknowledgement of receipt.
12.3In the event of a breach of the provisions regarding Intellectual Property Rights and Licence to use the Service, Confidential Information and/or Personal Data by Customer, D&B may immediately suspend the Services and/or the access and use by Customer of any Information or Programs without prior notice. D&B will inform Customer of such suspension without delay. 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 accessing and using the Services, or if such breach is not remedied or capable of remedy, D&B may terminate the MA and/or any applicable Order upon giving Customer no less than seven (7) days written notice.
12.4Either Party may terminate this MA and any applicable Orders immediately by notice in writing if the other Party suffers an Insolvency Event.
12.5Termination of this MA will result in the immediate cancellation of all Orders. Either Party may terminate this MA by written notice at such time as there are no active Orders by giving no less than thirty (30) days written notice to the other Party.
12.6Upon expiry or termination of this MA or a relevant Order (or upon receipt of Programs or Information that is intended to supersede previously obtained Programs or Information), unless D&B and Customer agree otherwise in writing, Customer will promptly (and no later than seven (7) days after the termination of this MA or a relevant Order) delete or destroy all originals and copies of the Information and/or Programs, as applicable, and upon request, provide certification. Notwithstanding the aforesaid, Customer may retain a single copy of the Information (but not the Programs) for regulatory compliance and archive purposes, provided always that such retained copy may not be used for any commercial purpose.
12.7If, without D&B's written permission or as otherwise permitted hereunder, Customer continues after expiry or termination of an Order or this MA to access or use Services, Information and/or Programs, in addition to any other remedies available to D&B, Customer will be liable to pay D&B for the Services, Information and/or Programs Customer has continued to access and/or use at the amounts provided for in a specific Order for such Services at the date of termination or, in case the prices are not set out in the Order, at the premium “pay-as-you-go” rate applicable on the date of expiry of the Order and on such terms as to payment as D&B shall specify.
12.8Except where exclusively caused by a breach of D&B, the termination of an applicable Order does not entail any obligation to refund the sums paid by the Customer.
12.9The exercise by D&B of any rights of suspension or termination under this paragraph shall be without prejudice to any other rights or remedies which D&B has under this MA, an applicable Order, or at law.
12.10Any provisions set forth in this MA which by their nature are intended to survive termination of this MA will be deemed to survive termination of this MA.
13.1 Entire agreement. This MA, all Orders and, if applicable, any data transfer or processing agreements between D&B and Customer, 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 Programs. All prior agreements both oral and written between the Parties on the matters contained in this MA are cancelled, replaced, and superseded by this MA. Any Order in effect at the Effective Date shall from the Effective Date be subject to the terms of this MA. 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 this MA. The headings in this MA are for ease of reference and shall not affect its interpretation.
13.2 Precedence. In the event of a conflict between the terms of this MA and any Order, the terms of the Order shall prevail in relation to that conflict.
13.3 Severability. If any provision of this MA 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 this MA or an Order, which will otherwise 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 greatest extent possible the same economic, legal, and commercial objectives.
13.4 Waiver/Amendment. The failure to exercise a right provided by this MA, an Order, or at law shall not constitute a waiver of that right. If a Party waives a breach of any provision of this MA or an Order this shall not operate as a waiver of any subsequent breach. Any amendment, addendum, or waiver relating to this MA or any Order must be in writing and signed by both Parties.
13.5 Assignment. Neither Party may assign any of its rights and/or obligations under this MA without the prior written consent of the other Party, save that D&B may assign the MA (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, to the beneficiary of such operation. Any assignment in breach of this paragraph is void.
13.6 Force Majeure. Neither Party shall be liable for any delay in performing, or failure to perform, any of its obligations under this MA or any Order if such delay or failure result from events, circumstances, or causes beyond its reasonable control, and in such circumstances either Party 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, either Party may cancel the affected Order by giving no less than fourteen (14) days written notice to the other Party, sent by registered letter with acknowledgment of receipt.
13.7 Notices. Any notice to be served on a Party shall be in writing and may only be served by sending it by registered letter with acknowledgment of receipt. Email may be used for routine communication and where otherwise expressly permitted in this MA or an Order. For the avoidance of doubt, email notices shall not amount to notice in writing or a written instrument for the purposes of termination for breach, waiver, and assignment paragraphs.
13.8 Insurance. D&B has subscribed to necessary insurance policies for the exercise of its activity in a notoriously solvent company and accepts, at Customer’s request, to provide the aforementioned with a certificate thereof.
13.9 Third party rights. A person who is not a party to this MA has no right under the MA or at law to rely upon or enforce any term of this MA.
13.10 Choice of law and jurisdiction. This MA 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 the Netherlands. Any dispute relating to this MA and/or any applicable Order, and in particular to the interpretation, performance, or validity of any Order or any of its stipulations, shall be subject to an attempt at amicable resolution by the Parties within ten (10) business days from receipt by one of the Parties of the notification of the dispute by registered letter with acknowledgement of receipt sent by the other Party. In the absence of agreement between the Parties within thirty (30) days from said meeting, the dispute shall be brought before the courts of Rotterdam.
D&B is committed to ensuring that its activities comply with its obligations regarding the protection of Personal Data and to implement all necessary means to this end, according to European Union Regulation 2016/679, relating to Personal Data and its guiding principles (hereinafter the “Applicable Legislation”). This commitment is reflected in the implementation of technical and human resources, as well as appropriate organizational measures.To this end, this appendix aims to describe the measures set in place to ensure the protection of Personal Data within the meaning of the Applicable Legislation that is processed within the framework of the agreement signed between the Parties (hereinafter the "Order") and for the provision of the services described in said Order (hereinafter the "Services"), and more specifically :
1.2 - This Personal Data is processed by D&B for the purpose of performing the Order, including the setting of Users’ account necessary for the provision of certain Services. The information requested is mandatory; the lack of communication of such information may affect the performance of the Order and the provision of the Services provided for in the Order.
1.7 - In accordance with the Applicable Laws, data subjects involved in the processing of Personal Data within the scope of this Article have (i) the right to retrieve, access, correct, delete and/or transfer their Personal Data, as well as the right to obtain the restriction of their processing and the right to object (to the processing of Personal Data, as well as to prospecting, including commercial prospecting), (ii) the right to establish guidelines regarding the fate of his Personal Data and the way in which data subjects wish these rights to be exercised after their death. These rights may be exercised by a simple written request sent by post to the following address: Dun & Bradstreet BV, Montevideo Offices, Otto Reuchlinweg 1094, 3072 MD, Rotterdam, The Netherlands or by e-mail at the following address: email@example.com. For further information regarding the protection of personal data, please contact the Data Protection Officer appointed by D&B at the following address: firstname.lastname@example.org.The data subject may file a complaint with the Personal Data Authority, in charge of the protection of Personal Data, if it is considered that Personal Data is not processed in accordance with the Applicable Laws.
188.8.131.52 - Personal Data that may be processed may come (i) mainly from public sources, since the D&B Dutch database is based in particular on the Dutch registry of the Chamber of Commerce (Kamer van Koophandel), but also (ii) from private sources and (iii) from D&B’s Customers.
184.108.40.206 - Personal Data that may be processed comes from DUN & BRADSTREET’s subsidiaries and affiliated entities, as well as members of DUN & BRADSTREET’s WWN. As such, they may come from (i) public sources (and in particular law enforcement agencies or public records) but also (ii) private sources.
2.3.1In accordance with the Applicable Legislation, the data subjects have (i) the right to query, access, correction, deletion and portability of their Personal Data, as well as the right to obtain the limitation of their processing and the right to object (to the processing of their data, as well as to prospection, including commercial prospection), (ii) the right to set guidelines regarding the fate of Personal Data and the way data subjects wish these rights to be exercised after their death.
2.3.2These rights may be exercised by means of a simple written request accompanied by a copy of both sides of a signed ID sent by post to the following address: Dun & Bradstreet BV, Montevideo Offices, Otto Reuchlinweg 1094, 3072 MD, Rotterdam, the Netherlands or by e-mail at the following address: email@example.com.
2.3.3Data subjects may in any event file a complaint with the Dutch Data Protection Authority, in charge of the protection of Personal Data, if it is considered that Personal Data is not processed in accordance with the Applicable Legislation.
220.127.116.11 - D&B may be given access to certain Personal Data as a processor, for the provision of certain Services. D&B may thus be required to process such Personal Data on behalf of the Customer, who is then acting as data controller, for the sole purpose of providing Services and for the duration of the Order.
18.104.22.168 - To this end, D&B shall assist the Customer in the compliance with its own obligations regarding the security and confidentiality of Personal Data.
D&B has designated a Data Protection Officer who may be contacted at the following address: firstname.lastname@example.org.
D&B declares to keep a written record of the processing activities carried out on behalf of the Customer, in accordance with the Applicable Legislation.
Altares Dun & Bradstreet
Otto Reuchlinweg 1094
3072 MD Rotterdam