Standard Terms and Conditions for Data Users Accessing Securitisation Information

I. Introduction

The following standard terms and conditions (the “Terms and Conditions”) govern all use of European DataWarehouse’s data repository website (the “Site” or “EDW Software”) and the services offered on or through the Site (collectively, the “Services”). The Site and the Services are operated by European DataWarehouse GmbH (“EDW”). By using the Site, all permitted users (hereinafter each a “User”) do hereby represent, warrant, understand, agree to, and accept the Disclaimer and all other operating rules, guidelines and processes published by EDW on the Site and the EDW Website (“EDW”), as may be published from time to time, which apply in addition to these Terms and Conditions (collectively, the “EDW Terms of Use”).

A User that does not agree with the EDW Terms of Use, including the Disclaimer or these Terms and Conditions, is not permitted to use the Services or the Site.

By using the Site, Users represent, warrant, understand, agree to, and accept the Disclaimer, the Terms and Conditions and all EDW Terms of Use, as applicable.

 

II. Changes to the Terms and Conditions

EDW as operator of the Site reserves the right to revise, change or remove – in whole or in part – the EDW Terms of Use at any time with effect for the future for legitimate purposes, including to the extent such changes are required in connection with changes in applicable law or other unforeseeable changes of the circumstances of the service provision.

EDW will take any reasonable interests of the Users into consideration when executing the relevant changes to the Terms and Conditions. Any material contractual obligations under these Terms and Conditions may not be affected by such changes. Any changes to the Terms and Conditions in accordance with this Paragraph II will endeavour not to place the User in a less favourable positions than under the current Terms and Conditions. Notice of any changes to the Terms and Conditions will be given via email 60 days in advance. If EDW reasonably considers it necessary to make the amendment more urgently in order to address a change in law or regulation, EDW may do so with immediate effect. The User will then have a period of six weeks from notification of the amendment to object by e-mail or in writing. The objection to the EDW Terms of Use may lead to the impossibility to provide the Services.

 

III. Service Description

a. Services

  1. EDW is designated as a securitisation repository by the European Securities and Markets Authority in accordance with Article 10 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent, and standardised securitisation (the “Securitisation Regulation”).
  2. The purpose of EDW is to facilitate the collection, validation, and download of standardised loan-level data (“LLD”), relevant documentation and other data (the “Data”) relating to transactions in Asset-Backed Securities (“ABS”) or other financial instruments (the “Transactions”) and to perform a variety of data quality checks. EDW provides fast access to data in both aggregated and raw formats, allowing for a high degree of ABS portfolio transparency.
  3. The Services provided by EDW to a User facilitates the ability to access the Data of the Site according to the data use conditions statutory prescribed and/or contractually agreed with EDW. Any additional agreement with EDW governing the usage of the Site and the Services, in particular any agreement between EDW and a User’s organisation, (each an “Agreement”) will apply in addition to the EDW Terms of Use. In case of any conflicts between the EDW Terms of Use and any Agreement, the Agreement shall prevail.
  4. All Data displayed on the EDW Software is owned by third parties (“Data Owners“) and has been provided by third parties (“Data Providers“) to EDW. For the avoidance of doubt, access to the Data via the EDW Software or otherwise does not grant any User any ownership interest or rights to the Data or any right to use other than as described in these Terms and Conditions or the Agreement.
  5. Users are required to register with EDW in order to use the Services by completing the relevant registration form.
  6. EDW will provide access to the Data on the EDW Software for User’s information purposes only. Such access does not constitute an offer to sell (or the solicitation of an offer to purchase) any product, nor does it constitute a form of credit rating or a recommendation or investment advice (or any other type of advice) upon which reliance should be placed. Users shall not use or export the Data available on or through the EDW Software in violation of laws in any applicable jurisdiction. Users need to exercise independent judgment when viewing Data on the EDW Software. No Data on the EDW Software should be construed as legal, tax, investment, or accounting advice.

b. Content

  1. The Services provide Users with the ability to access the Content of the Site.
  2. For purposes of these Terms and Conditions, “Content” means, without limitation, all information, data and/or documents provided to EDW to be uploaded and published in the Site or otherwise made available on or through the Services, pursuant to the Securitisation Regulation as applicable in the EU-27 or the UK.

c. Edward

  1. EDW may, from time to time, offer certain artificial intelligence and/or machine learning-powered tools and functionalities that interface with and form part of the Services (collectively “AI Powered Functionality”). Such AI Powered Functionality includes but is not limited to “EDWARD” EDW’s artificial intelligence-powered assistant, which is designed solely as an analytical tool to facilitate interactions with and provide support with respect to the Content and thus enhance the overall user experience for its Users in respect of the use of the Services.
  2. By using EDWARD and/or any other AI Powered Functionality in respect of the Content and/or Services Users acknowledge that these are purely artificial intelligence and/or machine learning-powered tools and functionalities and that independent judgement when acting on information provided by EDWARD and/or other AI Powered Functionality must be exercised. Any use of EDWARD and/or other AI Powered Functionality does not replace the need for professional advice.
  3. In delivery of EDWARD and/or other AI Powered Functionality in relation to the Services EDW relies upon uses Microsoft Azure Open AI. The use of EDWARD nor any other AI Powered Functionality in respect of the Services do not involve any transfer of personal data to Microsoft Azure Open AI.
  4. EDW shall not be liable for any actions taken based on EDWARD and/or other AI Powered Functionality. Users are solely responsible for verifying the accuracy and relevance of any information provided by EDWARD and/or other AI Powered Functionality and should seek professional advice where they deem relevant.

 

IV. Registration Requirements

In order to use the Site and Services (and by extension any AI Powered Functionality) as a User each prospective individual User must:

a) complete the Site registration process as indicated in the EDW Website (Register with ED)

b) be validated by EDW as being eligible as a User;

c) only access the Services using the email address registered with EDW and the password provided as a registered User;

d) comply with any additional terms agreed between the individual user’s organisation and EDW, if applicable.

 

V. Users’ Liability

Individual Users shall use the Data, Services and EDW Software in compliance with all applicable laws and regulations and with the content standards set out in these Terms and Conditions.

 

VI. Service Access

  1. EDW may amend the Services on reasonable notice, including in response to changes in law or regulations, for maintenance purposes or for general development of the Services or to preserve or enhance the (digital) operational resilience and/or data protection standards applicable to EDW and/or its Services.
  2. EDW shall use reasonable endeavours (e.g. Application Support from 9am to 5pm CET/CEST on Business Days, continuous Infrastructure Support and a Disaster Recovery Environment) to ensure that the Services are available at all times, subject to routine maintenance (which shall be notified to Users no less than 24 hours in advance).
  3. EDW shall provide the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards.
  4. EDW aims to update the EDW Software on a regular basis and may change the underlying software or system architecture at any time provided that no such updates or changes shall materially diminish the current functionality of the EDW Software. If the need arises, EDW reserves the right to suspend access to the EDW Software, upon reasonable prior written notice to Users.
  5. Further, EDW reserves the right to suspend access to the EDW Software and Services as required to maintain the security of the EDW Software and mitigate any risks or such suspension is otherwise required to protect the Services or any infrastructure supporting the Services without prior notice, including to prevent unauthorized access to the EDW Software, other fraudulent activities and/or security breaches.
  6. Changes may be made to the templates or taxonomies used in connection with the provision of Data or to the requirements for the information to be provided by Data Providers, provided that EDW provides Users with reasonable advance notice of such changes.
  7. If an individual User is provided with a log-in, password or any other piece of information as part of EDW’s security procedures, such user details are provided by EDW for exclusive use by the respective named user and they must treat such information as confidential and not disclose it to any third party, except to the service providers and, where applicable, the Approved Affiliates referred to in the Agreement with EDW, if any.
  8. The Data, EDW Software and Services may only be used for internal purposes of the user’s organisation, unless otherwise stipulated in the Agreement, and in accordance with the EDW Terms of Use and any Agreement.

 

VII. Information Security

  1. Users shall make all arrangements necessary to have access to the EDW Software. Users also shall ensure that all persons who access the EDW Software through their internet connection or otherwise on a User’s behalf are aware of the EDW Terms of Use and any applicable Agreement and comply with such relevant provisions as if they were party to it in the User’s place.
  2. EDW reserves the right to suspend access to the EDW Software and Services at any time if (a) a User is in material breach of the EDW Terms of Use or any Agreement; and (b), if the breach is capable of remedy, the User not remedied it within ten (10) calendar (or as appropriate in the respective scenario) of receipt of notice from EDW requiring it to be remedied.

 

VIII. Unauthorised Access

A User’s account and password as a User are solely for individual use to access the Site and the Content and Users may not permit anyone else to use them or the User’s account, unless otherwise agreed with EDW. Users are responsible for all use of the Site and Services and Content accessed through their account (including any illicit use of a User’s account or password) and for preventing such unauthorised use.

If a User believes there has been unauthorised access or use of the Site, the Services or any Content through the User’s account credentials, the User must notify EDW immediately by emailing enquiries@eurodw.eu and or calling +49 (0) 69 50986 9017.

 

IX. Intellectual Property of EDW

  1. All rights in the Data, EDW Software and Services, unless otherwise indicated, are owned either by EDW or by its licensors. The EDW Software and all content published on the EDW Software, unless otherwise indicated, are protected by copyright in Germany and other jurisdictions across the world.
  2. All trademarks and devices displayed on the EDW Software as well as all trademarks and copyrights appearing on the Site are property of EDW unless they are identified as third-party rights or are identifiable as such in any other way and may be registered in many jurisdictions across the world.
  3. It is expressly prohibited to use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of EDW or any third party, including, without limitation, the rights of privacy and publicity.
  4. All rights in the Data as provided through the Services, unless otherwise indicated, are owned either by EDW or by the relevant Data Owners and/or Data Providers.

 

X. Liability of EDW

  1. The Content in the Site is for information purposes only and, unless otherwise agreed contractually with EDW in writing, it is not intended for distribution. The Content in the Site is not intended for any unlawful purpose. It is owned and provided by third parties and EDW has not independently verified the information contained therein. Use of, and any reliance placed on any Content on this Site is entirely and strictly at a User’s own risk, for which EDW shall not be liable.
  2. The Data accessible via the EDW Software is provided by the relevant Data Owner and Data Provider to EDW.
  3. While the Data is displayed by EDW in good faith, no representation is made by EDW as to its completeness or accuracy, or that it does not infringe any third party’s intellectual property or other rights. The Data is displayed on the EDW Software “as is” and has not been verified by EDW with respect to accuracy. Users acknowledge that such information and materials on the EDW Software may contain inaccuracies or errors and EDW expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law. EDW makes no representation that the products listed on the EDW Software are suitable for all Users.
  4. Except as set forth under paragraph IX.1 and IX.2, EDW makes no other representations or warranties, express or implied, to Users or any other person or entity as to the results, timeliness, completeness, merchantability or fitness for any particular purpose of the Data, the Services, or any information provided in connection therewith.
  5. EDW’s liability for damages caused by slight negligence (leichte Fahrlässigkeit), irrespective of its legal ground, shall be limited as follows:
    1. EDW shall be liable up to the amount of the foreseeable damages typical for this type of contract due to a breach of material contractual obligations;
    2. EDW shall not be liable due to a slightly negligent (leicht fahrlässig) breach of any other duty of care applicable.
  6. In no event will EDW be liable for any loss or damage including without limitation, direct, indirect, or consequential, or any loss or damage of any type whatsoever arising from loss of data or profits or damages to third parties, arising out of, or in connection with, the use of the Site, the Content and/or the Services, except in cases involving wilful misconduct or gross negligence of EDW.
  7. The aforesaid limitations of liability shall not apply to any mandatory statutory liability (in particular relating to liability under (i) in the case of Services accessed in the EU-27, the German Product Liability Act (Produkthaftungsgesetz), as amended, or (ii) in the case of Services accessed outside the EU-27, the Supply of Goods and Services Act 1982, as amended) and/or liability for culpably caused injuries of life, body or health, as well as where there are fraudulent, intentional and grossly negligent breaches of duty or behaviour by a party. In addition, such limitations of liability shall not apply if and to the extent EDW has assumed a specific guarantee.

 

XI. Data Protection

EDW will process personal data from individual Users for the performance of the Services as data controller only to the extent strictly required by the User’s contractual relationship with EDW. Users can refer to our Privacy Policy, available at https://eurodw.eu/datenschutz, for detailed information on how personal data is processed, stored, and User’s rights under EU GDPR.

 

XII. Viruses, Hacking and Other Offences

  1. Users hereby undertake to use the Service in accordance with the Terms and Conditions and EDW’s Terms of Use. The Unauthorised and/or unlawful use of the Site may give rise to a claim for damages and/or be a criminal offence.
  2. Users must not misuse the EDW Software and Services by knowingly introducing viruses, ‘trojan horses’, worms, logic bombs or other material which is maliciously or technologically harmful. Users must not attempt to gain unauthorised access to the EDW Software and Services, the server on which the EDW Software is stored or any server, computer or database connected to the EDW Software. Users must not attack the EDW Software via a denial-of-service attack or a distributed denial-of-service attack.
  3. By breaching paragraph XI.1, a User may commit a criminal offence. EDW may report any such breach to the relevant law enforcement authorities and EDW may co-operate with those authorities by disclosing the relevant User’s identity to them. In the event of such breach, the User’s right to use the EDW Software will cease immediately.
  4. EDW does not warrant that the EDW Software or any software or material of whatsoever nature available on or downloaded from it will be free from viruses or defects, compatible with Users’ equipment or fit for any purpose. It is the User’s responsibility to use suitable anti-virus software on any software or other material that a User may download from EDW Software and to ensure the compatibility of such software or material with the User’s own equipment and software.
  5. Notwithstanding paragraph XII.4. above, EDW will take commercially reasonable measures (including the use of suitable virus-screening programs) to prevent any distribute denial-of-service attack, virus or other technologically harmful material that may infect a User’s computer equipment, computer programs, data or other proprietary material due to a User’s use of the EDW Software or a User downloading of any information posted on it, or any website linked to it.
  6. Users of the Site may not¬—through hacking, password mining, or any other means—violate the security of the Site or of the documentation published therein, or attempt to gain unauthorised access to the Site, its content or EDW computer systems. Users may not share their password or other login credentials to any third party that has not been duly validated and registered as a User of EDW.

 

XIII. Prohibited Uses

  1. Users may use the EDW Software and Services for lawful purposes only. Users may not use the Services:
    1. in any way that breaches any applicable local, national or international law or regulation;
    2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
    3. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
    4. to knowingly transmit any information, send or upload any material that contains viruses, “trojan horses”, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or otherwise use the EDW Software and Services in a way that jeopardizes the security of the EDW Software; or
    5. in a way that infringes any intellectual property rights and/or other rights and/or interest in the Data, the EDW Software and Services;
    6. in a manner that breaches, or causes the breach of, export control laws.
  2. Users shall not:
    1. reproduce, modify, duplicate, re-engineer, copy, create derivative works, transfer, distribute or re-sell any part of the Data and/or other information obtained from the Services and any part of the EDW Software or Services itself in contravention of the provisions of the EDW Terms of Use or any Agreement; or
    2. share with, or disclose to any of the Data obtained from the EDW Software any unauthorized third parties, unless otherwise stipulated in the Agreement; or
    3. access without authority, interfere with, damage or disrupt any part of the EDW Software; any equipment or network on which the EDW Software is stored; any software used in the provision of the EDW Software or
    4. establish or continue business activities that compete with those of EDW while having access to EDW Software or in the 6 months following the termination of the EDW Terms of Use or any Agreement by either Party.

 

XIV. Suspension and Termination

If a User’s use of the EDW Software has caused a breach of the EDW Terms of Use, EDW may take such action as it deems reasonable, including suspension of the relevant user account. If such breach is material and/or is not remedied within a reasonable timeframe, EDW reserve the rights to terminate the user account for cause without prior written notice in accordance with paragraph XIV below.

Failure to comply with paragraph XII. will constitute a material breach of the EDW Terms of Use.

 

XV. Termination

Unless otherwise agreed contractually with EDW in writing any User may terminate the contractual relationship with EDW at any time through written notification to enquiries@eurodw.eu.

EDW may immediately terminate the account of any User, without being liable to pay damages to them and without prejudice to the right of EDW to claim (additional) damages from them if:

  1. The User has infringed any provision of the EDW Terms of Use or any Agreement and the relevant infringement is not remedied in a reasonable timeframe;
  2. There has been a material breach of the EDW Terms of Use or any Agreement by the User;
  3. The User in any way acts or neglects to act such as to cause damage to the name, trademarks or intellectual property rights of EDW, any Data Holder and/or Data Provider or any other User;
  4. EDW is no longer able to contact the User; or
  5. an account has been deemed inactive for a continuous period of twelve (12) months.

 

XVI. Severability

If any provision of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

 

XVII. Applicable Law and Jurisdiction

Any legal claims or lawsuits (of whatever kind) arising in connection with the Site, the Services or use thereof are subject to German law. The competent court in Frankfurt am Main shall have exclusive jurisdiction with regard to any contractual and/or non-contractual disputes arising from and/or in connection with these Terms and Conditions.