The CDQ Cloud Suite supports you in managing data quality in various ways through CDQ’s cloud-driven digital ecosystem, which is accessible through the Internet to registered Clients in return for payment.
Additional Services are those services CDQ offers optionally in addition to Cloud Suite, e.g., data analyses, ramp-up support, or general project support.
CDQ Data means any data which is processed by our Cloud Suite except for Client Data.
Client Data is information of Clients (i.e., customer or supplier data) which is processed by our Cloud Suite, e.g., legal name and legal form of a business partner, tax and identification numbers, addresses, or hierarchy relations.
Cloud Suite means the various applications (e.g., duplicate matching, data validation) and their underlying features (e.g., smart rules, data from curated sources and peer-validated records) developed by CDQ and delivered to Clients to manage (e.g., analyze, enrich) their data.
Community Member is a Client with a Membership in the CDQ Data Sharing Community.
Data Processing Agreement (“DPA”) means a separate, legally binding agreement to be entered into between the Parties, to define and regulate the processing of personal data (e.g., scope, purpose and third parties) and the relationship between the controller (i.e., the Client) and the processor (i.e., CDQ).
Data Sharing Community is a trusted network of companies that manages Client Data and related Metadata collaboratively.
Intellectual Property Rights means any and all intellectual and industrial property rights through the world including rights in respect of or in connection with any confidential information, trade secrets, copyright (including future copyright and rights in the nature of or analogous to copyright), database rights, neighboring rights, moral rights, inventions (whether patentable or not, including patents, patent applications, utility models, utility model applications,), trademarks and design rights whether or not now existing and whether or not registered or registrable and includes any right to apply for the registration of such rights, any priority right in respect of the above and further includes all renewals, divisionals, continuations, continuations-in- part, extensions and reinstatements.
License Fee means the License fee payable as set out in the relevant Pricing Schedule.
Licensed Software means (i) the object code version of the Cloud Suite software as supplied by CDQ to the Client, and (ii) any third-party software which is directly licensed and provided by CDQ to Client as part of, or together with, the Licensed Software.
Metadata specifies concepts (e.g., guidelines, processes, data quality rules) which are used by Cloud Suite to process Client Data and to deliver features.
Parties mean both contracting entities, and Party means either of the contracting entities.
Platform refers to the digital platform invented and operated by CDQ, i.e., the technical means (e.g., websites, infrastructure, and databases) by which CDQ operates (e.g., cloud infrastructure, databases, algorithms) and provisions (i.e., web applications, application programming interfaces (API)) the Cloud Suite to Clients.
Shared Data is Client Data which is completely or partially shared with other Community Members, or Metadata which is defined or collected by collaboration and feedback of Community Members.
Shared Data Pool is a collection of Shared Data managed by CDQ, composed of Shared Data explicitly committed by Community Members. No reference to the Community Members that committed such Shard Data or are using it is accessible to other Community Members.
4.2 As part of the registration for the use of the Cloud Suite, Client is required to provide complete and accurate information about itself (such as identification or contact details).
4.3 During the automated process of registering, Client is granted an account by CDQ. The Cloud Suite is provided online by CDQ for the term of the Membership.
5.2. Community Members and CDQ agree on the following Data Sharing Community guidelines and principles, applicable to Community Members towards each other and between CDQ and the Community Members:
- Open community: According to antitrust regulation, the Data Sharing Community does not exclude any company per se. However, due to data quality and collaboration performance in data sharing processes, a Community Member may be excluded from the data sharing with peers (see below);
- Community access limited by data management maturity: Collaborative work in the Data Sharing Community requires a certain maturity in data management. This maturity is assessed by CDQ in its sole reasonable exercised discretion before a Client becomes an active Community Member and can by re-assessed due to significant data quality and collaboration performance issues;
- Hide data relations: CDQ receives Client Data from the Community Members and thereby knows which Client uses a data set (i.e. Client and/or supplier relation). However, CDQ hides this information from other Clients and provides Shared Data anonymously. Thus, Clients do not know about which Shared Data is used by which other community member;
- No research capabilities: To find a data set in the Shared Data Pool, a Community Member must be able to specify the data set, i.e. the approximate name and the location, or the VAT number. Category search (e.g. “hospitals in Shanghai”) is not allowed and technically disabled by CDQ;
- Data storage in Europe: Shared Data is entirely stored and processed on servers in Switzerland and the European Union and thus protected by the Swiss data privacy law (which is equivalent in relevant parts to European Union law). Compliance with data privacy law: All Community Members and CDQ commit themselves to managing data in compliance to Swiss data privacy law (and equivalent law of the European Union, in particular the General Data Protection Regulation). Active participation: Community Members are not just consumers of Data Sharing Services, they are engaged in multiple roles to improve and extend data resources, e.g. Shared Data Pool or Metadata. Ratio and quality of updates per Community Member shall be balanced across all Community Members;
6.3 Amounts payable under an invoice may not be set off against another claim unless such other claim is undisputed or has been confirmed by a final and binding court judgment.
7.1 Client will not use the Platform or the Cloud Suite in any manner which (i) disrupts the normal use of the Platform by other Clients of the Platform, (ii) impacts the privacy, integrity or security of other Clients or, (iii) violates any applicable law or regulation. Client further will not, and ensures that its employees and other persons it enables access will not, allow unauthorized access to or use of the Platform and Cloud Suite. Client will be solely responsible for all Data placed upon the Platform by it.
7.2 The Client is responsible for its conduct, Client Data, and communications with others while using the Cloud Suite. Client must comply with the following requirements when using the Cloud Suite:
- Client may not purchase, use, or access the Cloud Suite for the purpose of building a competitive product or service or for any other competitive purposes;
- Client may not misuse the Cloud Suite by interfering with its normal operation or attempting to access it using a method other than through the interfaces and instructions that we provide;
- Client may not circumvent or attempt to circumvent any limitations that CDQ imposes on your account;
- Unless authorized by CDQ in writing, Client may not probe, scan, or test the vulnerability of any CDQ system or network;
- Unless authorized by CDQ in writing, Client may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Cloud Suite available;
- Unless permitted by applicable law, Client may not deny others access to, or reverse engineer, the Cloud Suite, or attempt to do so;
- Client may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Cloud Suite;
- Client may not engage in abusive or excessive usage of the Cloud Suite, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Cloud Suite for other users. CDQ will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to CDQ;
- Client may not use the Cloud Suite to infringe the Intellectual Property Rights of others, or to commit an unlawful activity;
- Unless authorized by CDQ in writing, Client may not resell or lease the Cloud Suite;
- If Client’s use of the Cloud Suite requires Client to comply with industry-specific regulations applicable to such use, Client will be solely responsible for such compliance, unless otherwise agreed upon with CDQ in writing. Client may not use the Cloud Suite in a way that would subject CDQ to those industry-specific regulations without obtaining CDQ’s prior written authorization.
- Client may not register accounts by “bots” or other automated methods.
7.3 It is the Client’s responsibility to exclude any confidential, proprietary, or sensitive information from the Platform.
7.4 If the Client and CDQ have not closed a DPA, it is the Client’s responsibility to exclude any personally identifiable information from the Platform. Both Parties agree to notify the other Party if it discovers that personally identifiable information has been collected, and immediately and permanently delete such information upon discovery or written request from the other Party
7.5 If a DPA has been closed between the Client and CDQ, it is the Client’s responsibility to ensure that personally identifiable information submitted to the Platform is limited to mere business contact information. Both Parties agree to notify the other Party if it discovers that personally identifiable information beyond mere business contact information has been collected, and immediately and permanently delete such information upon discovery or written request from the other Party.
7.6 With respect to such business contact information, it is the Client’s responsibility to ensure that the data is included in line with applicable laws and CDQ can use such data if constituting Shared Data legitimately as data controller.
8.4 CDQ doesn´t commercialize free public data. This raw data can be obtained free of charge. If requested, you can contact us on firstname.lastname@example.org
8.5 The Client shall not:
- reverse assemble, reverse compile or reverse engineer, or allow or cause a third party to reverse assemble, reverse compile or reverse engineer, the whole, or any part of the Licensed Software or the Cloud Suite (including not to try to identify or analyse the underlying algorithm, technical concepts and trainings), unless (i) otherwise permitted by mandatory law, and (ii) where permitted by mandatory law, only after having requested the necessary, permitted work to reverse assemble, reverse compile or reverse engineer from CDQ and CDQ having refused to undertake it under conditions which do not materially deviate from market conditions;
8.6 The Client agrees that it is responsible for the acts and omissions of its and its employees of other persons it may allow access to or use of the Licensed Software as if they were the acts or omissions of itself.
9.1 Between the Parties, the Client shall hold all ownership rights, title and entitlement in the Client Data and CDQ shall hold all ownership rights, title and entitlement in the CDQ Data.
9.2 Rights of CDQ in and to Client Data:
- When you upload, submit, store, send, or receive Client Data to or through our Cloud Suite, you give CDQ (and those we work with) a worldwide licence to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes that we make so that your Client Data works better with our Cloud Suite), as well as in case of Shared Data communicate, publish, publicly perform, publicly display and distribute the data. The rights that you grant in this licence are for the limited purpose of operating, promoting and improving our Cloud Suite, and to develop new ones. You are required to ensure that you have the necessary rights to grant us this licence for any Client Data that you submit to our Cloud Suite.
- CDQ receives Client Data from Community Members and – if disclosed by a Community Member – shares updates of this data with other Community Members anonymously. Client Data which is provided by CDQ to a Community Member based on information provided by another Community Member or based on external data sources may be used and indirectly exploited by CDQ and Community Members without any limitation. Direct exploitation except for the purposes of the Cloud Suite for the Data Sharing Community is prohibited for both CDQ and for Community Members.
- Furthermore, CDQ is not allowed to exploit (neither direct nor indirect) any information about relations between a Community Member and Shared Data (i.e. customer and/or supplier relations) or to share such information with third parties. For Community Members, such relation information is not available per se.
9.3 Rights of CDQ in and to particularly any output of the Data Sharing Community (in particular Metadata):
If, Client, employees or other users, obtain any Intellectual Property Rights or related moral or personal rights in the Licensed Software, or the Cloud Suite (including the underlying algorithm, technical concepts and teachings and together with all modifications, enhancements or adaptations), or any elements thereof, under any applicable law, then the following shall apply:
- Client hereby assigns, and undertakes to ensure that the concerned employees and other users assign, all such rights to CDQ. If such rights are rights in respect of or in connection with potentially patentable inventions Client shall secure in relation to all employees in advance by means of valid and sufficient agreements and shall undertake all measures required to ensure that such inventions or parts of inventions, created by said employees, are the property of Client.
- If and in so far such rights are not assignable under any applicable law, Client hereby grants, and undertakes to ensure that the concerned employees and other users grant, to CDQ an exclusive, irrevocable, global, freely (without further consent of Client, employees or other users) transferable and sub-licensable, timely and otherwise unlimited right to use, modify and exploit the Licensed Software or the Cloud Suite or elements thereof (as applicable) in any manner (as part of a version of the Licensed Software and the Cloud Suite, in connection with other software, stand alone, or otherwise).
- Client hereby waives, and undertakes to ensure that the concerned employees and other users waive, any applicable moral and personal rights with respect to the concerned Licensed Software or the Cloud Suite or elements thereof (as applicable), including without limitation the right to be named as author, the right to claim (any or additional) remuneration and any right of revocation, in each case to the greatest extent possible under applicable law.
- CDQ owns any Metadata that it documents, and which is requires for operating the Cloud Suite. However, Client may use the Metadata without limitation, and exploit the Metadata indirectly.
9.4 Rights in and to other information provided by Clients:
The Data Sharing Community is a Community to share Client Data and Metadata, but also to share experiences and best practices which might be the basis for developing new methods or software algorithms for data processing. If CDQ or a Community Member share such information in the Data Sharing Community, this information may be used and exploited by CDQ and other Community Members without any limitation.
10.2 The Cloud Suite is provided as services (Dienstleistungen) unless expressly agreed otherwise. Accordingly, CDQ does not undertake any warranties with respect to the Cloud Suite. CDQ will perform the Cloud Suite with reasonable and professional care.
10.3 CDQ provides no guarantee that the Cloud Suite, data collected, processed, and analyzed by it may be used by the Client in a specific commercial way or for a specific purpose, and in particular that it is in fact accurate. In case of discrepancies between old and new data or different new data, CDQ informs the Client about the quality of the data, and how it has been checked or backed by additional sources. It is the choice and responsibility of the Client to decide whether data is used to update its database.
11.1 CDQ is liable without limitation in the event of intentional acts and gross negligence.
11.2 CDQ is liable for simple negligence – except in the case of injury to life, limb or health – only if material contractual obligations are breached with liability being limited to damage that is foreseeable and typical for the contract in question at the time the respective service was performed. Material contractual obligations are deemed to be such obligations whose fulfilment is crucial for the proper performance of the contract and on the fulfilment of which the Client will and may rely on as a matter of course.
11.3 The limitations of liability pursuant to clause 11.2 shall not apply to any strict liability prescribed by statute (such as the German Product Liability Act (Produkthaftungsgesetz) or to any liability under a guarantee given irrespective of the party at fault. For losses arising from the lack of any guaranteed characteristics CDQ shall be liable up to the amount which is covered by the purpose of the guarantee and which was foreseeable for CDQ at the time the guarantee was given.
11.5 Subject to the clauses above, no Party shall be liable for (i) loss of anticipated savings, (ii) frustrated investments, (iii) loss of revenues or profits, (iv) loss of business opportunity, and (v) loss of reputation and goodwill.
11.7 Client is solely responsible at all times for ensuring the adequate back-up of all data, information and content on the Platform processed, transferred, made available from and/or created on the Platform (together “Data”). Client understands that the Cloud Suite does not include any obligation or responsibility on CDQ to safely back-up any Data or ensure the integrity and safety of any Data or protect any Data from loss of use, alteration, destruction, degradation, corruption or damage. Accordingly, CDQ makes no representation, undertaking, condition, term or warranty of any kind, either express or implied, regarding the legality, quality, reliability, accuracy, completeness or validity of the Data.
11.8 the liability of CDQ is excluded or limited pursuant to this clause, this also applies to the personal liability of CDQ’ employees, staff, representatives or vicarious agents.
13.1 Client Data will be used or otherwise processed only to provide Customer the Cloud Suite including purposes compatible with providing the Cloud Suite. CDQ has also implemented adequate technical and organizational measures to ensure a level of security appropriate to the risk.
13.5 CDQ will implement and maintain appropriate technical and organizational measures to protect Client Data. Further details are set out in the Data Processing Agreement.
14.2 The foregoing obligation pertaining to Confidential Information shall not apply, however, to such information and/or to any part thereof which the other Party can prove (i) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Party; (ii) becomes known to the Party through disclosure by sources other than the other Party, its parent company or of one of its affiliates having no duty of confidentiality to this Party, whether direct or indirect, with respect to such information and having the legal right to disclose such information; (iii) is required to be disclosed by the Party to comply with applicable laws or governmental regulations, provided that the Party submits prior written notice of such disclosure to the other Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.
15.1 CDQ has the right to suspend the performance of the Cloud Suite if there is valid reason for this suspension. Valid reasons are for example installations of or changes or maintenance to the Cloud Suite. CDQ shall ensure that the said suspension takes no longer than necessary or that it takes place, if possible, outside CDQ’s normal office hours (i.e., Monday to Friday, between 09:00 and 17:00 CET, except public holidays in the federated state of Baden-Württemberg, Germany).
15.2 CDQ shall notify Client good time in advance of these suspensions of the Cloud Suite in case they occur during CDQ’s normal office hours (i.e., Monday to Friday between 09:00 and 17:00 CET, except public holidays in the federated state of Baden-Württemberg, Germany). CDQ shall not be liable to compensate any potential damage incurred by Client due to said suspensions.
16.2 Both Parties may terminate the Membership in the following cases:
- The other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
16.3 Client can terminate its Membership to our Cloud Suite, at the earliest for the end of the Initial Term mentioned in the Membership Agreement, considering a three (3) month notice period. Following the Initial Term, the Membership renews on a calendar year basis, and the three (3) month termination notice period similarly applies to any subsequent annual term, to the end of each calendar year.
16.5 CDQ may terminate your Membership in the following cases:
- At the end of a billing cycle by providing at least 3 (three) months prior written notice to you;
- For any reason by providing at least 90 days’ written notice to you. In this case, we will provide a pro rata refund for any period you did not use in that billing cycle.
16.7 CDQ may limit (i.e., restrict Client’s usage of selected Cloud Suite features) or pause (i.e., block all of Client’s user accounts to the Cloud Suite) your Membership in the following cases:
- You fail to comply with these terms;
- You fail to pay Fees for 30 days past the due date;
- You use the Cloud Suite in a way that causes legal liability to CDQ or disrupts others’ use of the Cloud Suite, or
- We are investigating a suspected misconduct by you.
16.8 If we limit, pause, or terminate the Cloud Suite you use, we will endeavor to give you advance notice and an opportunity to export a copy of your Client Data from the Cloud Suite. However, there may be time sensitive situations where CDQ may decide that we need to take immediate action without notice. CDQ will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this section as is needed to resolve the issue that prompted such action.
16.9 CDQ has no obligation to retain your Client Data upon termination of the applicable Cloud Service.
19.2 If you do not agree to the updates we make, you may cancel your Membership before they become effective. Where applicable, we will offer you a pro rata refund based on the amounts you have prepaid for the Membership and your account cancellation date. By continuing to use or access the Cloud Suite after the updates come into effect, you agree to be bound by the revised terms.
Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, or any other unforeseeable cause which is beyond the reasonable control of such Party.
Neither Party will be deemed to be the employee, representative, agent, joint venture or partner of the other Party for any purpose. Neither Party has the authority to obligate or bind the other, or to incur any liability on behalf of the other, nor to direct the employees of the other.
23.1 The business relations between CDQ and the Client shall be governed and construed exclusively in accordance with the law of the Federal Republic of Germany. The application of the provisions of the UN Convention on the International Sale of Goods (CISG) shall be excluded.
23.1 The exclusive legal venue for all disputes arising from the business relationship shall be Ravensburg, Germany.