- The Data Sharing Services
- Pricing and Payments
- Use of Platform and Data Sharing Services by Client
- Rights in or to the Licensed Software and Restrictions
- Rights in or to Data processed by and resulting from the Data Sharing Services
- Warranty of Data Sharing Services
- Limitation of Liability
- Data Protection and Security
- Confidential Information
- Suspension of Data Sharing Services
- Term and Termination
- Assignment and Subcontractors
- Service Adjustments
- Force Majeure
- Independent Contractor
- Applicable Law and Place of Jurisdiction
The CDQ Data Sharing Cloud, the digital platform invented and operated by CDQ (the “Platform”), supports you in managing data quality in various ways through its cloud-driven digital ecosystem. CDQ provides a combination of smart rules, data from public sources and peer-validated records (the “Data Sharing Services”) which result in unmatched data quality.
The Platform is publicly available in the internet and allows registered Clients to use the Data Sharing Services in return for payment.
Additional Services are those services CDQ offers optionally in addition to Data Sharing Services, e.g. data analyses, ramp-up support, or general project support.
CDQ Data means any data which is processed by our Data Sharing Services except for Client Data.
Client Data is information of Clients (i.e. a customer or supplier) which is processed by our Data Sharing Services, e.g. legal name and legal form of a business partner, tax and identification numbers, addresses, or hierarchy relations.
Community Member is a Client with a Membership in the Data Sharing Community.
Data Sharing Community is a trusted network of companies that manages Client Data and related Metadata collaboratively.
Data Sharing Services deliver features to Clients to manage (e.g. analyze, enrich) their data. CDQ provides its Data Sharing Services by application programming interfaces (API) and by web applications (i.e. websites).
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, neighbouring 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 Data Sharing Services 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.
Membership means the right of a Client to use specific features agreed upon by Client and CDQ for a defined period. The features are delivered through providing access to Data Sharing Services or set forth in a separate contract.
Metadata specifies concepts (e.g. guidelines, processes, data quality rules) which are used by Data Sharing Services to process Client Data and to deliver features.
Parties mean both contracting entities, and Party means either of the contracting entities.
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.
5.2. You can use our Data Sharing Services by subscribing to three different Membership Data Sharing Service levels with each consecutive level providing additional features (see also under https://meta.cdq.ch/Data_Sharing_Community):
Level 1, Shared Quality Rules: On this level, you manage Client Data in a protected storage in CDQ’s cloud infrastructure. You decide on your own which records and which information per record you copy to your storage and how frequently you update this data. This data is not shared with any other Client, but CDQ analyzes this data on a regular basis and provides error reports to you. Error reports are created by validating your data with data quality rules which specify requirements on Client Data. These rules are managed by CDQ (in terms of Metadata) based on information and feedback shared by you and other Clients. This Data Sharing is an ongoing collaboration process of CDQ and Clients in the role of Community Members and constitutes the fundament of the Data Sharing Community.
Level 2, Shared Data Sources: On this level, CDQ provides updates and missing information to its Clients, in addition to error reports. These data quality improvements come from external data sources such as open data collections, commercial registers, or third-party services.
CDQ identifies and integrates such data sources based on information and feedback shared by Community Members. This collaborative Data Sharing process ensures on a global scale to know about relevant data sources, to understand and manage the heterogeneous data models correctly, and to assess and manage the varying quality of several data sources. CDQ does not verify the data; a data accuracy check is not part of the Data Sharing Services. It is the sole decision of the Client whether it uses any data provided, in particular whether it updates its own database with Shared Data.
Level 3, Shared Data with Peers: On this level, CDQ includes Shared Data of Community Members in the continuous process of improving data quality. Your Data is only used for this Data Sharing if you explicitly disclose your data for sharing. If disclosed, CDQ monitors your Client Data for updates, collects these updates, analyzes data quality, and consolidates validated data in the Shared Data Pool.
If CDQ receives updates for an already existing record in the Shared Data Pool, CDQ asks another Community Member to approve or decline the update. This peer-review process is performed anonymously, i.e. both the providing and the reviewing Community Memberdo not know about each other.
CDQ does not verify the data; a data accuracy check is not part of the Data Sharing Services. It is the sole decision of the Client whether it uses any data provided, in particular whether it updates its own database with Shared Data.
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.
6.4. Save as expressly provided for in this Agreement and subject to applicable mandatory law, amounts paid under this clause are not refundable under any circumstances and Taxes, as applicable, shall be payable in addition.
7.1. Client will not use the Platform or the Data Sharing Services in any manner which (a) disrupts the normal use of the Platform by other Clients of the Platform, (b) impacts the privacy, integrity or security of other Clients or, (c) 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 Data Sharing Services. Client will be solely responsible for all Data placed upon the Platform by it.
7.2. It is the Client’s responsibility to exclude any confidential, proprietary, sensitive, or personally identifiable information; with the exception of mere business contact information. 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.
7.3 The Client commits to comply with CDQ's Acceptable Use Policy, which can be accessed here: https://www.cdq.ch/legal/acceptable-use-policy
8.3. The Licensed Software may include third party elements such as third party or open source software. CDQ is responsible for obtaining the necessary rights to license such third party elements to Client. However, Client is obliged to comply with the specific license terms covering such third party products as far as the terms are available to Client.
8.4. 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 Data Sharing Services (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;
8.5. 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 Data Sharing Services, 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 Data Sharing Services), 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 Data Sharing Services, 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 Data Sharing Services.
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 Data Sharing Services 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 Data Sharing Services (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 sublicensable, timely and otherwise unlimited right to use, modify and exploit the Licensed Software or the Data Sharing Services or elements thereof (as applicable) in any manner (as part of a version of the Licensed Software and the Data Sharing Services, 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 Data Sharing Services 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 in particular owns any Metadata that it documents, and which is required for operating the Data Sharing Services. However, CDQ permits the following:
- Clients may use the Metadata without any limitation
- Clients may 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. All Data Sharing Services are provided as services (Dienstleistungen) unless expressly agreed otherwise. Accordingly, CDQ does not undertake any warranties with respect to the Data Sharing Services. CDQ will perform the Data Sharing Services with reasonable and professional care.
10.3. CDQ provides no guarantee that the Data Sharing Services, 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 fulfillment 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
- loss of anticipated savings;
- frustrated investments;
- loss of revenues or profits;
- loss of business opportunity; and
- loss of reputation and goodwill.
11.7. The Client is solely responsible at all times for ensuring the adequate backup 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 Data Sharing Services do not include any obligation or responsibility on CDQ to safely backup 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. If 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.
Client Data will be used or otherwise processed only to provide Customer the Data Sharing Services including purposes compatible with providing those Data Sharing Services. CDQ has also implemented adequate technical and organisational measures to ensure a level of security appropriate to the risk.
13.1. Compliance with Data Protection Laws:
13.2. CDQ as data processor:
13.3. CDQ as data controller:
13.4. Data Security:
CDQ will implement and maintain appropriate technical and organizational measures to protect Client Data. Further details are set out in the DPA at the location referenced above.
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 af-filiates 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 Data Sharing Services if there is valid reason for this suspension. Valid reasons are for example installations of or changes or maintenance to the Data Sharing Services. CDQ shall ensure that the said suspension takes no longer than necessary or that it takes place, if possible, outside CDQ’ normal office hours.
15.2. CDQ shall notify Client good time in advance of these suspensions of the Data Sharing Services in case they are not outside CDQ’s normal office hours. CDQ shall not be liable to compensate any potential damage incurred by Client due to said suspensions.
16.2. Termination by Client:
You can terminate your Membership to our Data Sharing Services twelve (12) months after the subscription considering a three (3) month notice period (i.e. unless the Membershipis terminated after nine (9) months at the latest, it will continue for another year). The termination notice period similarly applies in any subsequent annual term, as well.
Notice of termination shall be submitted in writing.
If you terminate a Membership in the middle of a billing cycle, you will not receive a refund unless you are terminating these terms for any of the following reasons:
- We have materially breached these terms and failed to cure that breach within 30 days after you have so notified us in writing.
- A refund is required by law.
- >We, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Data Sharing Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.
16.3. Termination by CDQ:
CDQ may terminate your Membership at the end of a billing cycle by providing at least 30 days’ prior written notice to you. CDQ may terminate your Membership for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period you did not use in that billing cycle. CDQ may suspend performance or terminate your Membership for any of the following reasons:
- You cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
- You fail to pay fees for 30 days past the due date.
Additionally, CDQ may limit, suspend, or terminate the Cloud Services to you
- if you fail to comply with these terms,
- if you use the Data Sharing Services in a way that causes legal liability to us or disrupts others’ use of the CDQ Products, or
- if we are investigating suspected misconduct by you.
Also, if we limit, suspend, or terminate the Data Sharing Services you use, we will endeavor to give you advance notice and an opportunity to export a copy of your Client Data from that products. 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. 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, please cancel your account before they become effective. Where applicable, we’ll 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 Data Sharing Services after the updates come into effect, you agree to be bound by the revised terms.
We may identify you as a Client of our Data Sharing Services in our promotional materials. We will promptly stop doing so upon your request sent to email@example.com.
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.
23.2. The exclusive legal venue for all disputes arising from the business relationship shall be Ravensburg, Germany.