General terms and conditions of Dun & Bradstreet Finland Oy, Dun & Bradstreet Marketing Oy and D&B Finland Oy

Dun & Bradstreet Finland Oy, Business ID 2014838-7
Dun & Bradstreet Marketing Oy, Business ID 1966768-1
D&B Finland Oy, Business ID 0830215-0
Alvar Aallon katu 5 C, 00100 HELSINKI, Finland
Tel. +358 (0)9 7511 9100

1. Scope of application

1.1 In addition to Dun & Bradstreet Finland Oy, Dun & Bradstreet Marketing Oy or D&B Finland Oy, the terms of agreement and delivery terms shall be applied to any agreements, deliveries and disclosure of information between the customer and other Dun & Bradstreet Group companies operating in Finland (hereinafter referred to as D&B).

2. Product and service deliveries

2.1 D&B shall deliver products and services to the customer in accordance with a separate written agreement. If no separate written agreement has been concluded for the delivery, the terms and conditions stated in the order confirmation and/or offer, as well as any product and service-specific special terms and conditions, shall apply. In case of any discrepancies between these general terms and conditions and product or service-specific special terms and conditions, the special terms and conditions shall prevail. Any written agreements (or, alternatively, terms and conditions stated in an order confirmation and/or offer) shall take precedence over the terms and conditions.
2.2 D&B shall have the right to use subcontractors for deliveries. D&B shall be responsible for the work of its subcontractors as for its own work.
2.3 Delivery times are estimates that D&B strives to meet.

3. Prices and charging principles

3.1 Prices shall be based on D&B’s price list valid at the given time or on an offer provided by D&B, unless otherwise separately agreed in writing. Value added tax and any other applicable taxes and fees under public law shall be added to prices.
3.2 The term of payment shall be fourteen (14) days from the invoice date. If a payment is delayed, D&B shall have the right to charge interest on overdue payments in accordance with the Interest Act and suspend deliveries. If a payment is overdue for more than 30 days, D&B shall have the right to rescind the agreement. Any complaints concerning an invoice shall be presented in writing by the due date of the invoice.
3.3 D&B shall have the right to amend pricing by providing notice of this no later than 30 days before the change takes effect.
3.4 If the customer is charged based on a fixed pricing model so that the charges are based on volume estimates provided by the customer, and the actual usage exceeds the estimated volumes, D&B shall have the right to charge the additional volume in accordance with the price list.
3.5 If there are changes to any service charges that are based on regulations, D&B may immediately amend its service pricing accordingly.

4. D&B’s responsibilities

4.1 D&B shall be responsible for ensuring that the products and services it produces comply substantially with the descriptions provided for them. D&B’s products and services shall be based on information sources that are considered reliable. D&B cannot guarantee the reliability of external information sources or the accuracy or correctness of information. D&B shall not be responsible for the suitability of the products or services for a particular purpose. D&B shall not be liable for any errors or defects in software, data or other material provided by third parties. D&B shall not be liable for any damage that is incurred as a result of disruptions in data communication that are attributable to third parties. For hosting services, D&B shall not guarantee that services are available without any interruptions, and D&B shall reserve the right to temporarily disable the services due to maintenance, equipment installation or other justified reasons.
4.2 D&B shall not be liable for any indirect damage.
4.3 D&B shall have the right to change the content and operation of its products and services without the consent of the customer. However, D&B strives to ensure that its products and services are up to date and appropriate.
4.4 D&B’s maximum liability for damages shall be limited to the amount that the customer paid for the delivery.
4.5 D&B shall not be liable for any damage, interruptions in deliveries, delivery failures or any other breach of contract if it is attributable to provisions of law, measures taken by authorities, war, strike, embargo, lockout or any equivalent reason. Regarding strikes, embargos, boycotts and lockouts, this Clause shall apply if the said events have an effect on D&B’s possibilities to fulfil its contractual obligations.

5. Customer’s responsibilities

5.1 The customer shall undertake to comply with the legislation in force at the given time, for example, data protection legislation, Credit Information Act, Act on Electronic Communications Services, Population Information Act and Vehicular and Driver Data Register Act. In addition, the customer shall undertake to adhere to any applicable regulations and instructions provided by authorities and valid at the given time. D&B has a right to damages if the customer misuses the services or fails to comply with the instructions or regulations of authorities, also in cases where the authorities impose a contractual penalty on D&B for noncompliance with the instructions.
5.2 The customer shall be responsible for ensuring that the use of products and services that are delivered is in accordance with the applicable legislation and instructions provided by authorities that are valid at the given time and with good conduct.
5.3 The customer shall be responsible for establishing the required connections for use and the customer shall be liable for any costs incurred as a result of the use.

6. Data protection and information security

6.1 If the customer saves or stores data received from D&B in electronic format or some other format, the customer shall take into account that, under data protection legislation, the customer is deemed to be a data controller. As a data controller, the customer shall be responsible for providing information on data protection concerning its operations, as set forth in the provisions of data protection legislation. The customer shall also otherwise be responsible for the obligations and responsibilities of a data controller and for the lawful processing of personal data in its own file systems, as set forth in the General Data Protection Regulation.
6.2 Transferring personal data to countries outside the EU and EEA shall be forbidden unless there are legal grounds for doing so.
6.3. The customer shall be responsible for training and supervising its employees, in order to ensure that the personal data of data subjects is protected in an appropriate manner. The customer shall implement all appropriate technical and organisational data protection and information security measures in order to ensure an appropriate level of security. The customer shall ensure that persons processing or having access to personal data only process the data in accordance with the provisions of data protection legislation and instructions provided by the customer.
6.4. For the sake of clarity, it is stated that when data is disclosed, the right of ownership shall not be transferred to the customer, unless otherwise separately agreed in writing.

7. Rights to materials and the right to use materials

7.1 In these terms and conditions, material shall refer to documents, information, software, methods, models and any additions made to them. The copyright and other intellectual property rights to the materials shall belong to D&B and/or third parties.
7.2 The customer, once all payments have been made, shall be granted the right to use the material as set out in the agreement. Unless otherwise separately agreed in writing, and subject to mandatory provisions, the customer may use the material only in their own business operations and for the purpose and to the extent for which they were specifically obtained. Disclosing the material to other parties, publishing and disseminating the material and otherwise making the material publicly available shall be forbidden, unless otherwise separately agreed in writing. This clause shall survive the termination of the agreement.
7.3 Regarding any material owned by third parties, the terms and conditions of the third party shall primarily apply to such material and the use of the material.
7.4 User IDs for services shall be personal. The customer shall be responsible for ensuring that all persons having access rights fulfil the requirements for the granting of access rights.
7.5 Upon the termination of the agreement, the customer must erase all the information provided by the supplier from its registers, systems and other usage applications and destroy all models that were based on the information.

8. Validity

8.1 These conditions are valid from 30.11.2023. The contract and delivery are subject to the General Terms and Conditions of Dun & Bradstreet Finland Oy, Dun & Bradstreet Marketing Oy and D&B Finland Oy.
8.2 An agreement shall be deemed to be concluded between D&B and the customer when both parties have signed the agreement, D&B has accepted an order or the customer has accepted D&B’s offer.
8.3 In non-recurring deliveries, the agreement shall remain valid until both parties have fulfilled their obligations. Standing agreements shall be valid until further notice with a notice period of one (1) month, unless otherwise separately agreed in writing.
8.4 Each party shall have the right to rescind the agreement if the other party is in material breach of the agreement terms and conditions and fails to rectify the defect within thirty (30) days from receiving a written notification. If a payment is delayed for more than 30 days, as set out in Clause 3.3, D&B shall have the right to rescind the agreement with immediate effect.
8.5 At agreement termination, D&B shall be entitled to receiving a full compensation for all deliveries it has made and for all tasks it has performed in order to fulfil its obligations under the agreement. At the end of the contract D&B will not refund payments paid in advance by the customer, unless this has been agreed in written form in the contract document itself.
8.6 Each party shall notify the other party of contract termination and rescission in writing.

9. Confidentiality, non-disclosure obligation and other restrictions

9.1 Information, documents and other material concerning the business operations of the parties, their customers or partners disclosed between the parties shall be kept safe, and such information, documents and material as well as information contained in them may not be disclosed to any third parties without the written consent of the disclosing party. The same shall apply to all information that either party becomes aware of when fulfilling contractual obligations and which the party should understand to be confidential (for example, business, bank and trade secrets).
9.2 During the validity period of the agreement, and for six (6) months from the termination of the agreement, the customer may not hire or attempt to hire any persons who are or were employed by the supplier or the supplier’s subcontractor, when the work duties of such persons were related to the services. However, this restriction shall not apply to such persons after six (6) months have passed from the termination of the person’s employment or other relationship. The aforementioned restriction shall also apply to all arrangements the purpose of which is, either directly or directly, to obtain the work contribution or competence of the person in question. The restriction shall also apply to any parties controlled by the customer through ownership, agreements or otherwise and to parties who exercise such control over the customer or who are under the same above-mentioned control as the customer. If the above-mentioned restriction is violated, the contractual penalty to be paid by the customer to the supplier shall be the amount equivalent to the gross salary, subject to withholding tax, for the twelve (12) months preceding the employment of the hired person.

10. Agreement transfer

10.1 The agreement is not transferable. However, D&B has the right to transfer the agreement to another company in the same group or in connection with a business transaction or part thereof.

11. Dispute resolution and applicable legislation

11.1 The agreements between the parties shall be governed by the laws of Finland.
11.2 Disputes between the parties shall primarily be resolved through negotiations between the parties. If the parties fail to do so, the matter shall be resolved in the District Court of Helsinki or, if the dispute is entirely or partly related to a dispute or non-contentious case concerning industrial property rights, copyrights or other matters under the jurisdiction of the Market Court, the parties have the right to take the matter to the Market Court for resolution.
11.3 D&B shall have the right to amend these general terms and conditions or product and service-specific special terms at any time. These terms and conditions supersede all previous terms and conditions, unless otherwise agreed.