Terms of Service

OpenDQV Cloud is operated by BGMS Consultants Limited, trading as OpenDQV Cloud, a company registered in England and Wales (company number 10802377). Registered office: 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom (“we”, “us”).

These terms govern your access to and use of the OpenDQV Cloud service — the hosted data quality platform, including your Vanguard Compute Engines, the dashboard, the REST API, and the MCP connector (together, the “Service”). By creating an account or using the Service you agree to these terms on behalf of the organisation you represent (“you”, “Customer”), and you confirm you have authority to bind that organisation.

The Service is provided for business use only. It is not offered to consumers.

You must provide accurate account information and keep your sign-in credentials (password, authenticator codes, API tokens) confidential. You are responsible for all activity under your account, including activity by team members you invite, except to the extent the activity results from our breach of these terms. Roles (admin, editor, viewer) control what each member can do; granting a role is your decision and your responsibility.

Tell us promptly at hello@opendqv.com if you suspect unauthorised access. We may suspend an account we reasonably believe is compromised, and will tell you if we do.

The trial runs for 14 days or 200 ODUs of engine time, whichever comes first, on one XS engine, with no payment card required. When either limit is reached, your engine stops and new validation requests are rejected until you upgrade.

Seven days after the end of the trial's 14-day period, your account and all of its data — engine, contracts, audit history, and backups — are permanently deleted, except records we are legally required to keep (see section 9). (Exhausting the ODU allowance early stops your engine, but the deletion date still counts from the end of the 14-day period.) We remind you by email starting at least five days before the trial ends (currently at five, two, and one days remaining), and you can export your contracts and audit log at any time before deletion. Upgrading to a paid plan at any point before deletion preserves everything.

The trial is provided as-is, without any service commitments, and we may modify or withdraw trial availability at any time.

Paid plans are metered on engine uptime: 1 ODU = one vCPU-hour of running engine time, metered per second while an engine is on. Current rates are £5 per ODU on Standard and £8 per ODU on Enterprise, exclusive of VAT. Larger engine sizes consume ODUs at their vCPU multiple; the engine sizes and rates available to your plan are shown in the dashboard. When you upgrade you pay an upfront credit — £20 on Standard, £100 on Enterprise, plus VAT — charged at checkout and used against your usage. Upfront credit is not refundable and applies only to usage while your subscription is active. After that you are billed through Stripe for your metered usage: monthly, and earlier whenever unbilled usage reaches your billing threshold (£150 on Standard and £400 on Enterprise at first, rising as your invoices are paid, up to £2,000 and £10,000). Prices are shown and charged in pounds sterling. There is no minimum commitment and no termination fee. Each engine start is billed for a minimum of 60 seconds; usage is metered per second thereafter. Metered usage is reported to billing continuously in fractional ODU increments as it accrues, so every invoice — including your final invoice when a subscription ends — reflects your exact metered usage for the period.

Engines stop automatically when idle and wake on your next call — you pay only for uptime. A clean backup is taken at every stop, and a running engine is backed up daily. Idle auto-stop applies on every plan.

Plan upgrades take effect immediately; the replaced subscription is cancelled at checkout so you are never billed twice. An upgrade charges the new plan’s upfront credit; credit you have not used carries over. Tier upgrades follow the published sequence (Trial to Standard, Standard to Enterprise). We do not offer plan downgrades: to move to a lower plan, cancel your subscription (section 9 applies, including its 30-day deletion timeline) and create a new account and upgrade to the plan you want. If a payment fails or needs your authentication, we tell you and Stripe retries it. Your engines keep running for 72 hours; during that time you cannot add or resize engines or change plan. If the payment is still outstanding after 72 hours, your engines stop and cannot be started until it is paid. If Stripe’s retries end without payment, your subscription is cancelled and section 9 applies; for non-payment, this process applies in place of the general breach process in section 9.

We may change prices or introduce new plans with at least 30 days’ notice by email. Price changes never apply retroactively.

Your data stays yours. Validation payloads — the records you send for validation — are held in memory only while they are validated; they are not written to the audit trail, to backups, to application logs, to the engine's durable audit queue, or to metrics. We store validation metadata (the audit trail) in the cloud region you selected at signup, and it is never stored in any other region; your contract definitions (the YAML you author) are stored on Amazon S3 in the jurisdiction you selected, whichever cloud runs your engine. Our Privacy Policy describes this in full; for personal data you process through the Service, you are the controller and we are your processor under our Data Processing Agreement.

The data quality contracts you author or adapt are yours. Sample contracts we provide are starting points, licensed to you for use within the Service; what you build from them is yours. You are responsible for the correctness of your contracts and for ensuring you have the right to submit the data you validate.

You can export your contracts and your full retained audit log at any time from the dashboard or the API. Audit events are retained for your plan’s audit retention window: 30 days on Trial and Standard, and 365 days on Enterprise (trial accounts are deleted sooner — see section 3). We will not reduce your plan’s retention window except on at least 30 days’ notice under section 14, and you may cancel before any such change takes effect.

So that we can run the Service for you, you grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display and process your data and your contracts, and to make backups of them, solely to the extent necessary to provide and support the Service, as described in section 3 of our Data Processing Agreement, and as otherwise permitted by these terms and that Agreement. This licence ends when the relevant data is deleted under section 3 or section 9. We acquire no other rights in your data or your contracts. In particular, we do not use your data or your contracts — whether or not they contain personal data — to train, fine-tune, or otherwise develop or improve any machine-learning or artificial-intelligence model, ours or a third party’s, and we do not disclose them to any third party for that purpose.

The in-product peer benchmark — your pass rate against your sector’s — is a Service feature built from the workspaces that contribute to our published findings, and is shown only to workspaces that contribute. If you exclude your workspace using the report setting in your profile, the benchmark is not shown while it is excluded. Exclusion costs nothing, needs no reason, and has no other effect on your Service or your price.

You agree not to:

• use the Service for anything unlawful, or submit data you have no right to process;
• attempt to breach, probe, or circumvent the Service’s isolation, authentication, or metering;
• interfere with the Service’s operation or other customers’ use of it;
• resell, sublicense, or provide the Service to third parties as a service without our written agreement;
• reverse-engineer the Service (except to the extent a statutory right cannot be excluded), or, for the purpose of building a competing hosted validation service, benchmark or replicate it.

We may suspend accounts that materially breach this section. Except where the breach creates a security or legal risk that makes immediate suspension necessary, we will give you notice and a reasonable opportunity to remedy the breach before suspending. We will tell you why, and restore service when the breach is remedied unless the breach is serious enough to justify termination.

We operate the Service with care, but we do not promise uninterrupted availability, and no uptime service level is offered. Engines usually wake from idle in 15–30 seconds, under a minute; scheduled stops and maintenance are designed to be brief and non-destructive.

Support is by email at hello@opendqv.com. We aim to respond within one working day.

We (and our licensors) own the Service, including the Vanguard Compute Engine, the platform software, and all associated branding. These terms give you a non-exclusive, non-transferable right to use the Service for your business while your account is active. No rights are granted except those stated.

We own the reports, findings and benchmarks we publish and the aggregate statistics from which they are compiled — counts, pass-rate bands and rule-family distributions — together with any copyright or database right subsisting in them, and you acknowledge that ownership. This gives us no rights in your data, your contracts or your audit trail beyond the licence in section 5 and the derivation described in section 3 of our Data Processing Agreement, and those statistics are not your confidential information under section 13. Our published findings never name, and never identify, a customer without that customer’s separate written consent. This paragraph benefits our successors under section 15.

If you send us feedback or suggestions about the Service, we may use them without obligation to you — excluding any confidential information under section 13 incidentally included.

These terms apply while you have an account. You can cancel a paid subscription at any time from your billing portal. It ends at the end of your current billing month: your engines keep working until then, your final invoice covers all usage to that date, and there is no termination fee.

After your subscription ends, your account and its data — engine, contracts, audit history, and backups — are permanently deleted 30 days later, except for records we are legally required to keep (such as invoicing and tax records), which are retained only as long as the law requires — see our Privacy Policy. Within those 30 days you can contact us for a copy of your contracts or audit history; cancellation itself cannot be undone, so returning means starting a new account. Download your contracts from the Contracts page before you cancel if you want to keep them. Trial accounts follow the deletion timeline in section 3. You can request earlier deletion at any time.

We may terminate these terms on notice if you materially breach them and do not remedy the breach within 14 days of being told, or immediately for serious unlawful use. We may withdraw the Service commercially with at least 90 days’ notice, in which case we will refund any amounts paid for service not delivered and provide your data for export.

We warrant that we will provide the Service with reasonable skill and care. Except for that, the Service is provided as-is: we do not warrant that it will be error-free or uninterrupted, and we make no warranty about the outcomes of your data quality rules — the Service evaluates the contracts you configure, and the business decisions built on those results remain yours.

Nothing in these terms excludes any warranty or right that cannot lawfully be excluded.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that: neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill, or anticipated savings; and each party’s total aggregate liability arising out of or in connection with the Service is capped at the amounts paid or payable by you for the Service in the twelve months preceding the event giving rise to the claim. If nothing was paid or payable by you in that period — as on the free trial — that cap is £100. This cap does not apply to your payment obligations under section 4 or to your indemnity in the first paragraph of section 12.

You are responsible for maintaining your own copies of source data. The Service validates data in transit; it is not a system of record for the records you validate.

You will indemnify us against third-party claims arising from data you submit to the Service without the right to do so, or from your unlawful use of the Service.

We will defend you against third-party claims that the Service, as provided by us and used in accordance with these terms, infringes their intellectual property rights, and we will pay damages finally awarded (or agreed in settlement) for such claims. If such a claim arises we may modify the Service so it is non-infringing, obtain the right for you to keep using it, or — if neither is commercially reasonable — withdraw the affected part of the Service and refund amounts paid for service not delivered. This does not cover claims arising from your data, your contracts, use in breach of these terms, or combination of the Service with anything we did not supply. This indemnity is subject to the cap in section 11 and is your exclusive remedy for claims that the Service infringes intellectual property rights.

A party claiming under an indemnity in this section must notify the other promptly in writing of the claim (delay reduces the indemnity only to the extent it prejudices the defence), give the indemnifying party control of the defence and settlement of the claim, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that admits fault by, imposes a non-monetary obligation on, or leaves an unindemnified liability with the indemnified party without that party’s consent, which will not be unreasonably withheld. The indemnified party may participate in the defence with its own counsel at its own cost.

Each party may learn confidential information of the other through the Service or otherwise in connection with these terms — in your case, for example, your data quality contracts, your audit trail, and your usage patterns; in ours, non-public information about the Service; and in both cases any other information a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Each party will use the other’s confidential information only as needed to use or provide the Service, protect it with at least reasonable care, and not disclose it except to employees, contractors, and processors who need it and are bound by confidentiality obligations at least as protective as these.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, was independently developed, or was lawfully received from a third party. Either party may disclose confidential information where required by law or court order, giving the other reasonable notice where lawful. These obligations survive for three years after your account closes, except that confidential information which constitutes a trade secret remains protected for as long as it continues to qualify as a trade secret under applicable law; deletion and return of your data are governed by section 9.

We improve the Service continuously and may add, change, or retire features. If a change materially reduces the Service’s core capability for you, you can cancel and we will refund any amounts paid for service not delivered.

We may update these terms; material changes are notified by email at least 30 days before they take effect. Continued use after the effective date is acceptance. If you do not accept a material change, you may cancel before it takes effect and section 9 applies. The “last updated” date above records the current revision.

These terms, together with the Privacy Policy and any Data Processing Agreement, are the entire agreement between us regarding the Service. Each party confirms it has not relied on any statement not set out in these terms; nothing in these terms excludes liability for fraudulent misrepresentation. If any provision is found unenforceable, the rest remain in effect. Neither party is liable for delay or failure to perform (other than a failure to pay) caused by events beyond its reasonable control. Neither party may assign these terms without the other’s consent (not to be unreasonably withheld), except that either party may assign them in full to a successor in connection with a merger, acquisition, or sale of substantially all of its assets or business, on written notice to the other. A person who is not a party to these terms has no right to enforce them.

These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about these terms: hello@opendqv.com.