12. CONFIDENTIALITY

12.1. Confidentiality Obligations. Each Party shall treat Confidential Information disclosed by the other Party or its Affiliates as confidential, only use it in connection with the Platform or as otherwise permitted under these Terms, and not disclose such Confidential Information to anyone except to those Users, employees, Affiliates, clients, business partners and advisors, and the respective employees of such Affiliates, business partners and advisors who need to know that information for implementation of these Terms and who are bound to appropriate confidentiality obligations or as explicitly specified in the respective Specification Documents.

12.2. Compelled Disclosure. Siemens will not disclose Confidential Information and/or any of Customer’s Content to any third party except (i) as instructed by Customer, (ii) as permitted in these Terms, or (iii) as required by Laws or governmental order. Should any third party (including governmental bodies) contact us with a request to disclose Confidential Information or any of Customer’s Content, Siemens will redirect such third party to request that data directly from Customer and may provide Customer’s basic contact information unless Siemens is prohibited from doing so by Laws or governmental order. If Siemens is compelled to disclose Confidential Information or any of Customer’s Content to any third party, Siemens will promptly notify Customer and provide a copy of the request unless we are prohibited from doing so by Laws or governmental order. Siemens may further disclose Confidential Information or Customer’s Content to third parties in order to report to them potential violations of Laws, or in case of a security incident and/or vulnerability in connection with Customer’s use of the Platform.

13. EXPORT CONTROL AND SANCTIONS COMPLIANCE

13.1. Export Regulations. Customer shall comply with all applicable sanctions, embargoes and (re-)export control regulations, and, in any event, with those of the European Union, the United States of America and the jurisdiction in which the Platform is made available to Customer (collectively “Export Regulations”).

13.2. Customer’s Obligation. Customer shall not, unless permitted by the Export Regulations or respective governmental licenses or approvals, (i) access or use the Platform from any location prohibited by or subject to comprehensive sanctions or license requirements according to the Export Regulations; (ii) grant access to, transfer or otherwise make available the Platform to any individual or entity designated on a sanctioned party list of the Export Regulations; (iii) use the Platform for any purpose prohibited by the Export Regulations (e.g. use in connection with armaments, nuclear technology or weapons); (iv) upload to the Platform any content unless it is non-controlled (e.g. in the EU: AL = N; in the U.S.: ECCN = N or EAR99).

13.3. Pass-through Obligation. Customer shall provide any User with all information necessary to ensure compliance with the Export Regulations. Customer shall (i) be responsible for the use of the Platform by any User; (ii) procure to pass on all of Customer’s obligations under these Terms to each User; (iii) ensure that all Users comply with Customer’s obligations under these Terms. Should Customer become aware of any violation of its obligations under these Terms, Customer shall immediately terminate the relevant User’s access to the Platform.

13.4. Information Obligation. If required to enable authorities or Siemens to conduct export control checks, Customer, upon request by Siemens, shall promptly provide Siemens with all information pertaining to User(s), the intended use and the location of use of the Platform.

13.5. Right to Withhold Performance. Siemens shall not be obliged to fulfill its obligations under these Terms if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions. Customer acknowledges that Siemens may be obliged under the Export Regulations to limit or suspend access by Customer and/or User(s) to the Platform.

14. DATA

14.1. Security and Data Privacy. Each party will comply with applicable data privacy laws governing the protection of personal data in relation to their respective obligations under these SiGREEN Terms. Where Siemens acts as processor of personal data provided by User, the Data Privacy Terms available at https://www.siemens.com/dpt/sw, including the technical and organizational measures described therein, apply to the use of the Platform, and are incorporated herein by reference.

14.2. Data Center Locations. Customer’s Content at rest will be stored within data centers located in the European Union.

14.3. Systems Information. Siemens and its Affiliates and their subcontractors may collect and derive information, statistics, and metrics regarding usage, operation, support, and maintenance of the Platform (collectively, “Systems Information”), and may use Systems Information to support, maintain, monitor, operate, develop, and improve its products and services or enforce its rights, provided that any Systems Information derived from Customer Content is aggregated with other information so that the original Customer Content is not identifiable. Siemens may disclose Systems Information to a Siemens-authorized solution partner solely to the extent reasonably required for such partner to fulfill its support obligations to Customer. To determine unauthorized use of Software licenses, Siemens reserves the right to embed a reporting mechanism in Software.

15. GENERAL PROVISIONS

15.1. Assignment. These Terms will extend to and be binding upon the successors and permitted assignees of the Parties. Siemens may assign these Terms or any right granted thereunder or individual orders to any of Siemens’ Affiliates that assume Siemens obligations. Customer shall not assign the agreement under these Terms, in whole or in part, or any of the rights granted thereunder without Siemens’ prior written consent.

15.2. Force Majeure. Neither Party shall be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including acts of God, acts of any governmental body, earthquake, pandemic, epidemic, fire, flood, embargo, riot, sabotage, attacks on IT systems by third parties (e.g., hacker attacks), labor shortage or dispute, acts or omissions of civil or military authorities, war, or terrorism.

15.3. Dispute Resolution. All disputes arising out of or in connection with these Terms, including the formation, interpretation, amendment, breach, or termination thereof, shall be finally settled under the rules of arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with such rules. The seat of arbitration shall be Zurich, Switzerland. The language to be used in the arbitration shall be English. Any orders for the production or disclosure of documents shall be limited to the documents on which each Party specifically relies in its submission(s). Nothing in this Section 15.4 shall restrict the right of the Parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction.

15.4. Applicable Law. These Terms shall be governed by and construed in accordance with the Laws of Switzerland, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply.

15.5. Notices. Siemens may provide notice to Customer under these Terms by: (i) posting a notice on Customer’s Account or (ii) sending a message to the email address provided to Siemens as part of the registration process to SiGREEN or then associated with Customer’s Account. It is Customer’s responsibility to regularly visit Customer’s Account and to keep Customer’s email address current. If Customer does not comply with such obligation or if Customer’s receipt of a notice fails because of technical issues related to equipment or services which are under Customer’s or Customer’s subcontractors’ control, notices shall be deemed to have been provided to Customer two days following the date of such notice. Notices to Siemens shall be sent to the email address provided in the Platform.

15.6. Validity and Enforceability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with Applicable Law.

15.7. Entire Agreement. These Terms constitute the full and complete statement of the terms agreed between the Parties with respect to the subject matter thereof and supersedes any previous or contemporaneous agreements, understandings, or communications, whether written or verbal, relating to its subject matter. The reference to a document that refers to another document shall be deemed to also include such other document, unless otherwise stated therein. No other terms and conditions shall apply.

15.8. Independent Contractors. For all purposes, the Parties will be deemed to be independent contractors, and nothing contained in these Terms will be deemed to constitute a joint venture, partnership, employer-employee relationship or other agency relationship. Neither Party is, nor will either Party hold itself out to be, vested with any power or right to contractually bind or act on behalf of the other Party.

16. DEFINITIONS

16.1. “Account” means one or more web-based accounts, individually or collectively, enabling access to and use of the Platform through a unique URL (i.e., web-address) assigned by Siemens.

16.2. “Affiliate“ means a corporation or other legal entity, directly or indirectly, owned or controlled by, or owning or controlling or under common control with one of the Parties where “control” shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation or other entity.

16.3. “Confidential Information” means any information disclosed by a Party or its Affiliate to the other Party under or in connection with these Terms and which is – when disclosed – identified as “Confidential” or consists of information that, by its nature or context, is sufficient to put the receiving Party on notice of its confidential nature. In addition, any information, data, and materials obtained by Customer in connection with these Terms or Customer’s access to and use of the Platform, including the performance and availability of the Platform, information regarding Siemens’, Siemens’ business partners’, or other Platform users’ business strategies and practices, content, methodologies, trade secrets, know-how, pricing, technology, software, application programming interfaces, application programming interface signatures, product plans, and information regarding Siemens’ employees, clients, vendors, and consultants, are deemed to be Confidential Information. Confidential Information does not include information that: (i) is generally available to the public without breach of these Terms and without any wrongdoing; (ii) is or becomes available to the recipient from a source other than the Party who discloses the Confidential Information, provided that the recipient has no reason to believe that such source is itself bound by a confidentiality obligation or that such source has obtained the information through any wrongful or tortious conduct; (iii) was lawfully in the recipient’s possession prior to receipt from the other Party without a corresponding obligation of confidentiality; (iv) is independently developed by the recipient without the use of, or reference to, Confidential Information; or (v) has been released by the disclosing Party for non-confidential use.

16.4. “Customer’s Content” means any information or data that is entered, uploaded onto, stored, or used on the Platform in connection with any User’s use of the Platform under Customer’s Account.

16.5. “Excusing Event” shall mean any of:

Customer’s acts or omissions or those of a third party for which Customer is responsible, including failure to supply accurate, complete, and timely information when requested;
A force majeure event;
Routine maintenance and planned downtimes of the Platform, any other scheduled downtime agreed to by the Parties or emergency or unscheduled maintenance of the Platform;
Defects in Third Party Services or loss of license rights or restrictions imposed by third party licensors with respect to Third Party Services;
Unavailability of necessary technology or other resources on commercially reasonable terms;
Issues including configuration issues with any operating system, database, application, network, hardware, infrastructure, or other code or materials not provided by Siemens;
Any act or omission of a third party that is not caused by Siemens (for example, hacking, denial of service attacks and the introduction of malware including viruses);
Compliance with any applicable law or requests of governmental entities that adversely affects Siemens’ ability to provide the Platform.

16.6. “Laws” means any law, rule, regulation, norm, or directive including, without limitation, industry or company specific regulations, co-determination rights of the works council, data privacy, telecommunication, energy law, IT security law, export control, sanctions, and regulation pertaining to the protection of classified information.

16.7. “Party” means either Customer or Siemens, depending on the context.

16.8. “Third Party Service” shall mean open-source software, other software, and functionalities owned by third parties that Siemens uses or makes available to Customer in connection with the Platform.

16.9. “User” means an individual who has access credentials to Customer’s Account, including individuals of third parties, or who is otherwise authorized by Customer to access Customer’s Account. Access to Customer’s Account includes access to Customer’s Content, and/or the Platform.

How to Respond to a PCF request from your Customers

Guide Overview