Terms & Conditions

AUTHORIZATION BY CUSTOMER TO SCHNEIDER ELECTRIC

TO GIVE ACCESS TO CUSTOMER DATA

ON SCHNEIDER ELECTRIC CLOUD ENVIRONMENT

HOSTING ECOSTRUXURE SOFTWARE AS A SERVICE SOLUTIONS

December 2022

PLEASE READ CAREFULLY THESE TERMS & CONDITIONS INCLUDING SUCH OTHER LEGAL DOCUMENTS INCORPORATED HEREIN BY REFERENCE ("TERMS & CONDITIONS") AS THESE ARE TERMS OF A LEGAL AGREEMENT BETWEEN YOU AND SCHNEIDER ELECTRIC WHICH DEFINES AND GOVERNS THE CONDITIONS UNDER WHICH YOU AUTHORIZE SCHNEIDER ELECTRIC TO GIVE ACCESS TO YOUR DATA AS SUCH ARE STORED AND PROCESSED ON SCHNEIDER ELECTRIC CLOUD ENVIRONMENT (“CUSTOMER DATA”) THROUGH YOUR USE OF ANY ECOSTRUXURE SOFTWARE AS A SERVICE CLOUD SOLUTION(S) SOLD OR OTHERWISE MADE AVAILABLE TO YOU BY SCHNEIDER ELECTRIC OR ITS AFFILIATES (“SaaS SOLUTIONS”).

THESE TERMS & CONDITIONS ARE A SEPARATE DOCUMENT OF THE TERMS OF USE BETWEEN YOU AND SCHNEIDER ELECTRIC THAT DEFINE AND GOVERN THE CONDITIONS UNDER WHICH YOU HAVE THE RIGHT TO ACCESS AND USE THE CONCERNED SaaS SOLUTION.

IF YOU ARE AN INDIVIDUAL PERSON TO WHOM THESE TERMS & CONDITIONS ARE SUBMITTED ON BEHALF OF A CORPORATION, COMPANY OR ANY OTHER LEGAL ENTITY, YOU ARE AGREEING TO THESE TERMS & CONDITIONS ON BEHALF OF THAT CORPORATION, COMPANY OR OTHER LEGAL ENTITY AND DECLARE TO SCHNEIDER ELECTRIC THAT YOU HAVE THE AUTHORITY TO DO SO AND THEREBY BIND THAT CORPORATION, COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS & CONDITIONS IN WHICH EVENT, "YOU" AND "YOUR" WILL BE DEEMED TO REFER TO THAT CORPORATION, COMPANY OR OTHER LEGAL ENTITY.

PLEASE UNDERSTAND THAT IF YOU DO NOT ACCEPT THESE TERMS & CONDITIONS, YOU WILL NOT BE ABLE TO GIVE ACCESS TO YOUR CUSTOMER DATA FROM SCHNEIDER ELECTRIC CLOUD ENVIRONMENT TO THIRD-PARTY PARTNERS OR OTHER USERS DESIGNATED BY YOU.

IF YOU AGREE WITH THESE TERMS & CONDITIONS, PLEASE CONFIRM YOUR AGREEMENT BY CHECKING THE CORRESPONDING TICK BOX OR, AS APPLICABLE, CLICKING THE ACCEPTANCE BUTTON ON THE WEB PAGE THAT IS MADE AVAILABLE TO YOU FOR THE PURPOSE OF AUTHORIZING SCHNEIDER ELECTRIC TO PROVIDE ACCESS TO YOUR CUSTOMER DATA FROM SCHNEIDER ELECTRIC CLOUD ENVIRONMENT TO THIRD-PARTY PARTNERS OR OTHER USERS DESIGNATED BY YOU.

1. Definitions

For the purposes of these Terms & Conditions, the capitalized terms below shall have the meaning defined herein below:

"Affiliates": means with respect to either Schneider Electric or the Customer, any corporation, company or other legal entity that is directly or indirectly (i) controlling Schneider Electric or the Customer, or (ii) controlled by Schneider Electric or the Customer, or (iii) under common control with Schneider Electric or the Customer, and the term "control" shall, for the purpose of this definition, mean the direct or indirect control of at least 50% of the stock capital and/or of the voting rights. Notwithstanding the aforesaid definition of Affiliates, AVEVA Group Plc. and all its subsidiaries shall not be deemed as Affiliates of Schneider Electric.

"Application": means any software program hosted on the Cloud Platform and made available by Schneider Electric or its Affiliates on a software-as-a-service (SaaS) basis.

"Authorized User": means any employee or contractor acting under the authority or control and on behalf of the Customer when accessing the Cloud Platform and making use of the SaaS Solution in accordance with the Terms of Use.

"Cloud Platform": means Schneider Electric cloud-based platform hosting the Application, the access to and the use of which is made available by Schneider Electric as part of the SaaS Solution in accordance with the Terms of Use.

"Customer" or "You": means each corporation, company or other legal entity carrying out a professional activity on behalf of which any Authorized User creates or is provided an account on the Cloud Platform to use the SaaS Solution in accordance with the Terms of Use.

"Customer's Clients": means any third party to whom Customer provides its own services through its use of all or part of the SaaS Solution including the Application.

"Customer Data": shall have the same meaning as the one ascribed to this term in the Terms of Use.

"Customer's Clients Data": shall have the same meaning as the one ascribed to this term in the Terms of Use.

“Data Protection Laws”: shall have the same meaning as the one ascribed to this term in the Terms of Use.

“Data Controller” and “Data Processor”: shall have the same meaning as the one ascribed to this term in the Terms of Use.

"Intellectual Property Rights": means any and all rights of any kind and any type arising under statute, regulation, ordinance, common law, treaty, convention or otherwise, and including, without limitation any patents, utility models, moral rights, copyright and neighboring rights, trademarks and trade dress rights, mask work rights, service marks, right in domain names, designs rights, rights in computer software, database rights, rights in confidential information (including right in know-how and trade secrets) and any other intellectual property rights, in each case whether registered or not, including but not limited to applications and renewals, and all rights and forms of protection having equivalent or similar effect, recognized under the laws of any country.

“Personal Data”: shall have the same meaning as the one ascribed to this term in the Terms of Use.

“SaaS Solution” or "Services": means the cloud-hosted software as a service solution consisting in the provision by Schneider Electric to the Customer of an access to the Cloud Platform together with the right to use the Application hosted on said Cloud Platform subject to and in accordance with the Terms of Use.

"Schneider Electric": means Schneider Electric Industries SAS, a company incorporated and registered in France with company number 954 503 439, whose registered office is at 35 Rue Joseph Monier, 92500 Rueil-Malmaison, France.

“Schneider Electric API”: means any Application Program Interface made available by Schneider Electric and its Affiliates on its/their online platforms.

“Schneider Electric API Terms of Use”: means the document defining the terms and conditions governing the access to and the use by Third-Party Partners of any Schneider Electric API as such Schneider Electric API Terms of Use must be accepted by any Third-Party Partner willing to use any Schneider Electric API.

"Terms of Use": means the document defining the terms and conditions applicable to the license for use of the SaaS Solution and the related processing of Customer Data or Customer’s Clients Data by Schneider Electric, as such Terms of Use must be accepted by Customer when the latter creates its user account to the SaaS Solution on the Cloud Platform.

"Third-Party Partner": means any third-party legal person which (i) provides its own services to Customer under separate contract between them, and (ii) makes or will make use of any Schneider Electric API in accordance with Schneider Electric API Terms of Use separately accepted by said third-party partner.

2. Subject Matter

2.1 Request to Authorize Access and Type of Customer Data

Customer acknowledges that the use by any Third-Party Partner of Schneider Electric APIs in accordance with Schneider Electric API Terms of Use, may trigger an interest or a need for such Third-Party Partner to access and use Customer Data or Customer’s Clients Data available on the Cloud Platform for the purpose of such Third-Party Partner to provide its own services to Customer and/or propose or provide to Customer additional services in either case under separate proposal or contract with Customer.

Schneider Electric acknowledges that Customer may also, at its sole and free decision, identify the need for its own interests to provide access to Customer Data or Customer’s Clients Data onto the Cloud Platform to some of its own employees or third-party contractors (“Customer Selected Accessees”).

Upon any Designated Third-Party requesting to import Customer Data or Customer’s Clients Data from the Cloud Platform towards its own cloud environment (“Requesting Third-Party Partner”), or (ii) upon Customer’s sole and free decision to generate personal access tokens or similar access keys and provide it to any Third-Party Partner designated by Customer (“Customer Designated Third-Party Partner”) or to any Customer Selected Accessee(s) of its choice or to use any other technology allowing such Customer Designated Third-Party Partner or Customer Selected Accessee(s) to access Customer Data or Customer’s Clients Data, Schneider Electric may receive manual or automated requests to authorize access to Customer Data and/or, as applicable, Customer’s Clients Data, onto the Cloud Platform (“Request to Authorize Access”).

Both Schneider Electric and Customer acknowledge as follows:

  1. Request to Authorize Access and Authorization to Give Access to Customer Data (as defined herein below) may only apply to Customer Data and, as applicable, Customer’s Clients Data, which are available on the Cloud Platform as of the respective dates on which the considered request is submitted and the corresponding authorization is given.
  2. In case the Customer Data and/or, as applicable, the Customer’s Clients Data are requested by the Requesting Third-Party Partner to be imported from the Cloud Platform towards the Requesting Third-Party Partner’s cloud environment, said Requesting Third-Party Partner shall be identified to Customer through its company name on Schneider Electric’s web page that manages the Authorization to Give Access to Customer Data. The type of Customer Data and, as applicable, Customer’s Clients Data which are subject to a Request to Authorize Access from a Requesting Third-Party Partner, as well as the corresponding types of access (e.g. reading access or writing access), shall be determined by the choice by the Requesting Third-Party Partner of the Schneider Electric API it uses. Customer shall not have the possibility to determine, interact with or change the types of Customer Data, Customer’s Clients Data or the types of access which are subject to said Request to Authorize Access, neither on Schneider Electric’s web page that manages the Authorization to Give Access to Customer Data, nor elsewhere.
  3. In case of Customer Designated Third-Party Partner selected by Customer, such Customer Designated Third-Party Partner shall not be identified by Customer to Schneider Electric and its company name shall therefore not be indicated to Schneider Electric (neither on Schneider Electric’s web page that manages the Authorization to Give Access to Customer Data, nor elsewhere).
  4. In case of Customer Selected Accessee(s) selected by Customer, such Customer Selected Accessee(s) shall not be identified to Schneider Electric (neither on Schneider Electric’s web page that manages the Authorization to Give Access to Customer Data, nor elsewhere); and
  5. n either of the cases referred to under (iii) and (iv) above, Schneider Electric’s web page that manages the Authorization to Give Access to Customer Data shall provide to Customer the possibility to determine the type of Customer Data and, as applicable, Customer’s Clients Data as well as the corresponding types of access (e.g., reading access or writing access), to which Customer decides to limit the Authorization to Give Access to Customer Data.

2.2 Authorization to Give Access to Customer Data

2.2.1 Delivery of Authorization.

Customer hereby agrees that, upon receipt by Schneider Electric of a Request to Authorize Access, these Terms & Conditions shall be submitted to Customer’s acceptance and that, by accepting these Terms & Conditions, Customer automatically and immediately authorizes Schneider Electric to provide or allow access onto the Cloud Platform to Customer Data and/or, as applicable, Customer’s Clients Data, as per the applicable case as referred to hereinabove, to, respectively, any Requesting Third-Party Partner, Customer Designated Third-Party Partner or Customer Selected Accessee(s), hereinafter referred to in these Terms & Conditions as “Authorization to Give Access to Customer Data”.

For the purposes of these Terms & Conditions, the Authorization to Give Access to Customer Data shall designate the authorization requested and granted in accordance with these Terms & Conditions irrespective whether it relates to (i) Customer Data only, (ii) Customer’s Clients Data only, or (iii) both Customer Data and Customer’s Clients Data.

In either case, access by any Requesting Third-Party Partner, Customer Designated Third-Party Partner or Customer Selected Accessee(s) to Customer Data and/or, as applicable, Customer Clients’ Data hosted on Schneider Electric’s Cloud Platform, shall not be permitted until Customer has provided to Schneider Electric the Authorization to Give Access to Customer Data in accordance with these Terms & Conditions.

2.2.2 Delivery of Access to Customer Data.

(A) Upon receipt by Schneider Electric from Customer of the Authorization to Give Access to Customer Data to any Requesting Third-Party Partner, Schneider Electric shall implement any technological measures of its choice on the online interfaces where Schneider Electric APIs are made available and/or through the Schneider Electric APIs themselves, to allow such Requesting Third-Party Partner to access Customer Data and/or, as applicable, Customer’s Clients Data hosted on Schneider Electric’s Cloud Platform.

(B) Upon receipt by Schneider Electric from Customer of the Authorization to Give Access to Customer Data to any Customer Designated Third-Party Partner or any Customer Selected Accessee(s), Customer may use any technological measures, such as but not limited to the generation of personal access tokens, that are proposed by Schneider Electric on the online interfaces where Schneider Electric APIs are made available and/or through the Schneider Electric APIs themselves, for the purpose of allowing Schneider Electric to provide access to Customer Data and/or, as applicable, Customer’s Clients Data hosted on Schneider Electric’s Cloud Platform.

(C) In case Customer decides to change the type of Customer Data and/or Customer’s Clients Data and/or the corresponding types of access(es) with respect to which it has delivered an Authorization to Give Access to Customer Data, and unless Schneider Electric provides another user interface to Customer to do so, Customer may perform such change through the following steps: Customer shall first return on Schneider Electric’s web page on which Customer provided said authorization, then Customer shall revoke such authorization thus clicking on the corresponding revocation button or, as applicable, checking the corresponding tick box, and finally Customer shall generate and provide to Schneider Electric a new Authorization to Give Access to Customer Data in relation to the modified type of Customer Data, Customer’s Clients Data and/or type of access(es).

2.2.3 Access by Affiliates.

Access to Customer Data or, as applicable, Customer’s Clients Data does not benefit Affiliates of the Requesting Third-Party Partner unless the following conditions are met: (i) the Requesting Third-Party Partner submits a separate written request to Schneider Electric, with written copy to Customer, for the access by its Affiliate(s) to Customer Data and/or as applicable Customer’s Clients Data and Schneider Electric obtains by separate written consent from Customer the express authorization for Schneider Electric to give access to Customer Data and/or, as applicable, Customer’s Clients Data to the concerned Affiliate; and (ii) the Requesting Third-Party Partner justifies in writing to Schneider Electric, with written copy to Customer, that it cannot perform the contract it has entered into with Customer without subcontracting whole or part of said services to its designated Affiliate(s) and such performance will not be feasible without such Affiliate(s) accessing Customer Data and/or, as applicable, Customer’s Clients Data. Such process for separate written request and consent shall apply unless Customer informs the Requesting Third-Party Partner, with copy to Schneider Electric, that a Request to Authorize Access must be submitted to Schneider Electric by the concerned Affiliate of the Requesting Third-Party Partner in accordance with the provisions of these Terms & Conditions. Following such Request to Authorize Access submitted by the concerned Affiliate to Schneider Electric, the process described in Section 2.1to Section 2.2.2 above shall apply.

2.3 Customer’s obligations.

2.3.1 Customer shall bear sole and full responsibility to ensure the security of any personal access tokens or similar access keys it generates and provides to Customer Designated Third-Party Partners or Customer Selected Accessee(s) in accordance with the foregoing provisions.

2.3.2 In case Customer's Clients Data are subject of a Request to Authorize Access by any Requesting Third-Party Partner or Customer wishes to allow access to Customer's Clients Data to any Customer Designated Third-Party Partner or Customer Selected Accessee, Customer shall be solely and fully responsible to obtain from such Customer's Client or other relevant third-party in relation to the Customer’s Clients Data the necessary approvals, consents, authorizations and, as applicable, licenses to provide to Schneider Electric the Authorization to Give Access to said Customer(s Clients Data

Customer represents that it has and will keep in effect all of the aforesaid approvals, consents, authorizations and licenses at no charge to Schneider Electric, Schneider Electric’s Affiliates and subcontractors, as long as Customer does nor revoke the Authorization to Give Access to Customer Data in accordance with these Terms & Conditions.

Customer represents that Customer is not exceeding any specific entitlement or permitted use or violating applicable license agreements or applicable laws to provide to Schneider Electric the Authorization to Give Access to Customer Data and/or, as applicable, Customer’s Clients Data. When applicable license agreements or applicable laws require specific arrangements, including obtaining an approval, an authorization or a license from any competent authority or from Customer’s Clients or a consent from any individual person, Customer shall obtain such approval, authorization or license and seek consent from any such individual persons, in accordance with applicable law and without infringement of any Intellectual Property Rights, using such methods which will be decided and deployed by Customer at its sole costs and responsibility.

2.3.3 Customer agrees to indemnify and hold harmless Schneider Electric from any third-party claims and any costs and other amounts that Schneider Electric may incur or otherwise be subject to because of Customer's breach of this Section 2.3.

2.4 Use of Customer Data and Customer’s Clients Data

2.4.1 Schneider Electric shall not have any control over and will not be responsible for the use of any Customer Data and/or, as applicable, Customer’s Clients Data by any Requesting Third-Party Partner, Customer Designated Third-Party Partners or Customer Selected Accessee(s) at any time upon or after Customer provides Schneider Electric with Authorization to Give Access to Customer Data to any of such persons in accordance with these Terms & Conditions.

2.4.2 Customer hereby acknowledges and hereby agrees that it will be Customer’s responsibility to perform the following actions without cost or other charge to Schneider Electric: (i) to define and agree with the Requesting Third-Party Partner, the Customer Designated Third-Party Partner or, as applicable, the Customer Selected Accessee(s), at their discretion under any separate contract Customer may enter into with any of them, upon the terms, conditions, limitations and purposes under which Customer agrees that the Requesting Third-Party Partner, the Customer Designated Third-Party Partner or, as applicable, the Customer Selected Accessee(s) may use and/or process Customer Data and/or, as applicable, Customer’s Clients Data, and (ii) to obtain, as applicable, the commitment of the Requesting Third-Party Partner, the Customer Designated Third-Party Partner or, as applicable, the Customer Selected Accessee(s) to comply with all applicable laws and regulations and obtain all required consents and make all required notifications that are applicable to its/their use and/or processing of Customer Data and/or, as applicable, Customer’s Clients Data.

2.5 Duration and revocation of Authorization to Give Access to Customer Data

2.5.1 Authorization to Give Access to Customer Data, as provided to Schneider Electric in accordance with these Terms & Conditions further a Request to Authorize Access made by any Requesting Third-Party Partner, shall not be limited in time by Customer. Customer may however revoke at any time such authorization by returning on Schneider Electric’s web page on which Customer provided said authorization and clicking on the corresponding revocation button or, as applicable, checking the corresponding tick box.

2.5.2 Authorization to Give Access to Customer Data, as provided to Schneider Electric in accordance with these Terms & Conditions further a Request to Authorize Access made by Customer in relation to either a Customer Designated Third-Party Partner or a Customer Selected Accessee, may be limited in time by Customer under its sole responsibility by way of any limitation determined at its sole discretion into the personal access tokens or similar access keys or any other technology that Customer has elected to use for the purpose of allowing such Customer Designated Third-Party Partner or Customer Selected Accessee(s) to access Customer Data or Customer’s Clients Data.

2.5.3 Absent any limitation in time assigned by Customer to any Authorization to Give Access to Customer Data provided to Schneider Electric further a Request to Authorize Access made by Customer in relation to either a Customer Designated Third-Party Partner or a Customer Selected Accessee, Customer may however revoke at any time such authorization by returning on Schneider Electric’s web page on which Customer provided said authorization and clicking on the corresponding rejection button or, as applicable, checking the corresponding tick box.

2.5.4 In case Customer decides to modify the scope and/or the nature of the Customer Data and/or Customer’s Clients Data for the access to which it has delivered any Authorization to Give Access to Customer Data, and unless Schneider Electric provides another user interface to Customer to do so, Customer may only do so by first, returning on Schneider Electric’s web page on which Customer provided said authorization, then revoking such authorization thus clicking on the corresponding rejection button or, as applicable, checking the corresponding tick box, and finally generating and providing to Schneider Electric on the same Schneider Electric’s web page a new Authorization to Give Access to Customer Data in relation to the modified scope and/or nature of Customer Data.

2.5.5 Customer agrees that any revocation by Customer of any Authorization to Give Access to Customer Data, shall automatically disable any possibility to access any Customer Data and/or, as applicable, Customer’s Clients Data by the Requesting Third-Party Partner, the Customer Designated Third-Party Partner or, as applicable, the Customer Selected Accessee(s) to which such authorization wad benefitting. Customer agrees to indemnify and hold harmless Schneider Electric from any third-party claims and any costs and other amounts that Schneider Electric may incur or otherwise be subject to in result of any revocation by Customer of any Authorization to Give Access to Customer Data.

3. Intellectual Property Rights

3.1 Schneider Electric, its Affiliates or its/their licensors own all right, title, and interest, including any related Intellectual Property Rights, in and to Schneider Electric’s web page(s) and tools managing Authorization to Give Access to Customer Data and the Schneider Electric APIs. The use by Customer of such web pages and, as applicable, of any Schneider Electric APIs or any hardware, software and other technology provided by Schneider Electric enabling Customer to give access to Customer Data in accordance with these Terms & Conditions, does not convey to Customer or any third-party, such as but not limited to Customer Designated Third-Party Partner or Customer Selected Accessee(s), any title, Intellectual Property Right or interest in or to the above referred to Schneider Electric’s web page(s) and tools or Schneider Electric APIs.

3.2 All trademarks, service marks, service or trade names, logos, and other designations of Schneider Electric and its Affiliates, on the above mentioned Schneider Electric’s web page(s) and tools or Schneider Electric APIs and any and all hardware, software and other technologies used by Schneider Electric to enable access to the Customer Data and Customer’s Clients Data upon Authorization to Give Access to Customer Data, are registered trademarks, service marks, service or trade names of Schneider Electric and/or its Affiliates or its/their licensors, or are otherwise protected under any applicable Intellectual Property Rights, and may not be copied, imitated, or used, in whole or in part, without Schneider Electric’s prior written permission. The same shall apply to all page headers, custom graphics, button icons and scripts displayed or otherwise available on the above-mentioned Schneider Electric’s web page(s) and tools, the Schneider Electric APIs and any of the above-mentioned hardware, software or other technologies. No transfer or grant of rights by Schneider Electric to Customer or any third-party in relation to any such trademark, page headers, custom graphics, button icons and scripts or any related Intellectual Property Rights is made or implied by any provision of these Terms & Conditions.

3.3 Should Customer become aware of any actual or threatened infringement or misappropriation of any Intellectual Property Rights or other proprietary rights of Schneider Electric, its Affiliates or its/their licensors on any of the above mentioned Schneider Electric’s web page(s) and tools, Schneider Electric APIs or hardware, software and other technologies, or the aforementioned Schneider Electric trademarks, service marks, service or trade names, logos or other designations, Customer shall immediately inform Schneider Electric of such infringement or misappropriation and provide all relevant information and assistance reasonably required by Schneider Electric for the defense of its rights and interests.

4. Disclaimer of warranties

4.1 SCHNEIDER ELECTRIC DOES NOT MAKE ANY WARRANTY THAT ITS WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. SCHNEIDER ELECTRIC DOES NOT MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM CUSTOMER’S USE OF ANY OF (A) THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES OR (B) ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA ACCESSIBLE UPON AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, NOR AS TO (II) THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA THEREBY ACCESSED.

4.2 ALTHOUGH SCHNEIDER ELECTRIC MAKES EVERY ENDEAVOR TO KEEP THE SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES, AND DUE TO THE INHERENT RISKS OF TELECOMMUNICATIONS AND TRANSFER OF DATA OVER THE INTERNET, SCHNEIDER ELECTRIC CANNOT WARRANT THAT ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES SHALL BE FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES. SCHNEIDER ELECTRIC SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES RESULTING FROM VIRUSES, MALICIOUS CODES OR CORRUPTION OF DATA THROUGH ACCESS TO AND/OR USE OF ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES OR ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA THEREBY ACCESSED.

4.3 YOU ACKNOWLEDGE THAT THE ACCESS TO AND THE USE OF (I) THE SCHNEIDER ELECTRIC’S ITS WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, OR (II) CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA THEREBY ACCESSIBLE, MAY BE SUBJECT TO LIMITATIONS, DELAYS AND POTENTIAL FAILURE INHERENT TO INTERNET CONNECTIVITY OR OTHER TELECOMMUNICATION NETWORKS AND FACILITIES. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL DOWNTIME MAY OCCUR. SCHNEIDER ELECTRIC MAKES NO WARRANTY THAT ACCESS TO ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES OR ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA THEREBY ACCESSIBLE, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT FAILURE OR DEFECTS THEREOF, IF ANY, WILL BE CORRECTED OR THAT CONTENT LOSS WILL NOT OCCUR. SCHNEIDE ELECTRIC SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN ACCESS TO AND/OR USE OF ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES OR ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA THEREBY ACCESSIBLE OR FOR ANY LOSS OR DAMAGE RESULTING FROM THE AFORESAID LIMITATIONS, DELAYS OR POTENTIAL FAILURE.

4.4 SCHNEIDER ELECTRIC RESERVES THE RIGHT, AT ANY TIME, TO MODIFY, SUSPEND OR DISCONTINUE THE ACCESS TO OR THE OPERATION OF WHOLE OR PART OF ITS WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, AS SCHNEIDER ELECTRIC SHALL DEEM NECESSARY FOR ANY OF THE FOLLOWING REASONS:

  1. TO PERFORM SCHEDULED OR UNSCHEDULED MAINTENANCE OF ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES; OR
  2. TO COMPLY WITH ANY LEGAL OBLIGATION APPLICABLE TO SCHNEIDER ELECTRIC OR ANY VALID ORDER BY A COURT OR OTHER COMPETENT JURISDICTION OR GOVERNMENTAL AGENCY; OR
  3. TO PREVENT FRAUD, ABUSE OR SECURITY THREAT OF ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES; OR
  4. WHERE SCHNEIDER ELECTRIC IS SUBJECT TO ANY CIRCUMSTANCES OUT OF ITS CONTROL WHICH CREATES HARDSHIP CONDITIONS FOR SCHNEIDER ELECTRIC TO CONTINUE OPERATING, DELIVERING, SUPPORTING AND/OR MAINTAINING WITHOUT MODIFICATION ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES; OR
  5. WHERE SUCH MODIFICATION, SUSPENSION OR TERMINATION IS IMPOSED TO SCHNEIDER ELECTRIC BY ANY OF ITS THIRD-PARTY HOSTING SERVICE PROVIDERS, THIRD-PARTY LICENSORS OR OTHER THIRD PARTIES OPERATING, DELIVERING, SUPPORTING AND/OR MAINTAINING ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES ON BEHALF OF SCHNEIDER ELECTRIC, OR
  6. WHERE SUCH MODIFICATION, SUSPENSION OR TERMINATION RESULTS FROM THE DISCONTINUANCE TO SCHNEIDER ELECTRIC FROM ANY OF ITS THIRD-PARTY HOSTING SERVICE PROVIDERS, THIRD-PARTY LICENSORS OR OTHER THIRD PARTIES OPERATING, SUPPORTING AND/OR MAINTAINING ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES.

SCHNEIDER ELECTRIC WILL MAKE ITS REASONABLE BEST EFFORTS TO INFORM YOU BY REASONABLE NOTICE PRIOR TO IMPLEMENTING SUCH MODIFICATION, SUSPENSION OR DISCONTINUANCE. UNLESS OTHERWISE REQUIRED UNDER LAW GOVERNING THESE TERMS & CONDITIONS, SCHNEIDER ELECTRIC SHALL HAVE NO OBLIGATION AND WILL MAKE ITS REASONABLE BEST EFFORTS TO PROPOSE YOU IN SUBSTITUTION ANY FEATURE OR FUNCTIONALITY OF ITS CHOICE THAT IS FUNCTIONALLY EQUIVALENT TO THE ABOVE-MENTIONED COMPONENTS AND/OR TECHNOLOGIES.

4.5 WITHOUT PREJUDICE TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD- PARTY RIGHTS AND FITNESS OR ACCURACY FOR CUSTOMER'S PARTICULAR PURPOSE, REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS, ARE EXCLUDED REGARDING SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA.

5. Limitations of liability

5.1 CUSTOMER ASSUMES FULL AND SOLE RESPONSIBILITY FOR ITS USE OF SCHNEIDER ELECTRIC WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA. CUSTOMER’S SOLE REMEDY AGAINST SCHNEIDER ELECTRIC FOR DISSATISFACTION WITH ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES, IS TO STOP USING THEM.

5.2 IN NO EVENT SHALL SCHNEIDER ELECTRIC NOR ITS LICENSORS OR CONTRACTORS INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF WHOLE OR PART OF SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF AVAILABILITY OF OR CORRUPTION OR DAMAGE TO ANY DATA (INCLUDING CUSTOMER DATA OR CUSTOMER’S CLIENT DATA), LOSS OF REPUTATION OR WASTE OF MANAGEMENT OR OFFICE TIME, ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER'S ACCESS TO OR INABILITY TO ACCESS OR THE CUSTOMER'S USE OR INABILITY TO USE, ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES OR ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA THEREBY ACCESSIBLE, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL GROUND AND EVEN IF SCHNEIDER ELECTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.3 EXCEPT IN CASE OF (I) SCHNEIDER ELECTRIC'S FRAUD OR FRAUDULENT MISREPRESENTATION, (II) SCHNEIDER ELECTRIC'S WILFUL MISCONDUCT OR GROSS NEGLIGENCE (TO THE SOLE EXTENT LIABILITY FOR GROSS NEGLIGENCE CAN BE EXCLUDED UNDER APPLICABLE LAW), OR (III) DEATH OR INJURY TO AN INDIVIDUAL PERSON, WHERE IN EITHER CASE NO LIMITATION OF LIABILITY SHALL APPLY, SCHNEIDER ELECTRIC'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS, THE SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED (I) THE WITHOUT TAX AMOUNT PAID BY CUSTOMER TO SCHNEIDER ELECTRIC OR SCHNEIDER ELECTRIC AFFILIATE FOR ANY OF THE ABOVE-MENTIONED COMPONENTS OR TECHNOLOGIES WITH RESPECT TO WHICH LIABILITY IS CLAIMED OVER THE LAST TWELVE (12) MONTHS PRIOR TO CUSTOMER’S LIABILITY CLAIM, OR (II) TWENTY-FIVE (25) EUROS IN CASE THE ABOVE-MENTIONED COMPONENTS AND TECHNOLOGIES ARE PROVIDED FREE OF CHARGE TO CUSTOMER BY SCHNEIDER ELECTRIC OR SCHNEIDER ELECTRIC AFFILIATE.

5.4 SCHNEIDER ELECTRIC SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS, PENALTY, SURCHARGES, INTEREST OR MONETARY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S ACCESS TO OR INABILITY TO ACCESS OR THE CUSTOMER'S USE OR INABILITY TO USE SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, OR ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA THEREBY ACCESSIBLE, THAT IS DUE TO (I) THE SUPPLY BY THE CUSTOMER OR ANY THIRD PARTY NOT BEING UNDER CONTROL OF SCHNEIDER ELECTRIC OF INCORRECT OR INCOMPLETE INFORMATION, (II) THE FAILURE BY THE CUSTOMER OR ANY THIRD PARTY NOT BEING UNDER CONTROL OF SCHNEIDER ELECTRIC TO SUPPLY ANY REQUISITE INFORMATION REQUESTED BY SCHNEIDER ELECTRIC, (III) ANY ACT, OMISSION, NON-PERFORMANCE OR DELAY ATTRIBUTABLE TO OR CAUSED BY THE CUSTOMER, ITS SUBCONTRACTORS, EMPLOYEES OR ANY OTHER THIRD PARTY BEING UNDER THE CUSTOMER'S CONTROL, OR (V) ANY MATTER OUTSIDE CONTROL OF SCHNEIDER ELECTRIC.

5.5 SCHNEIDER ELECTRIC'S LIABILITY ARISING OUT OF THESE TERMS & CONDITIONS IS REDUCED PROPORTIONALLY TO THE EXTENT TO WHICH THE ACT OR OMISSION OF CUSTOMER OR ANY OTHER THIRD PERSON CONTRIBUTED TO THE LOSS OR DAMAGE INCURRED.

5.6 SCHNEIDER ELECTRIC SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR THE USE BY THE CUSTOMER OR ANY THIRD PARTY OF ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA ACCESSED FROM SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA, NOR FOR THE CONSEQUENCES OF ANY DECISION, ACT OR OMISSION, SUCH AS BUT NOT LIMITED TO ANY ELECTRICAL ASSEMBLY, INSTALLATION OR MAINTENANCE, THAT THE CUSTOMER OR ANY THIRD PARTY MAY MAKE ON BASIS OF ANY CUSTOMER DATA OR CUSTOMER’S CLIENTS DATA.

5.7 THE EXCLUSIONS, LIMITATIONS AND DISCLAIMERS OF WARRANTY OR LIABILITY STATED IN THESE TERMS & CONDITIONS SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO THESE TERMS & CONDITIONS AND DO NOT AFFECT OR PREJUDICE STATUTORY RIGHTS WHICH, AS THE CASE MAY BE, BENEFIT YOU UNDER MANDATORY OR PUBLIC ORDER LAWS OR REGULATIONS APPLICABLE IN ANY COUNTRY FROM WHERE YOU WILL ACCESS AND/OR WHERE YOU WILL USE THE SCHNEIDER ELECTRIC’S WEB PAGE(S) AND TOOLS MANAGING AUTHORIZATION TO GIVE ACCESS TO CUSTOMER DATA, SCHNEIDER ELECTRIC APIS AND ANY AND ALL HARDWARE, SOFTWARE AND OTHER TECHNOLOGIES USED BY SCHNEIDER ELECTRIC TO ENABLE ACCESS TO THE CUSTOMER DATA AND CUSTOMER’S CLIENTS DATA.

6. Miscellaneous

6.1 Each of Schneider Electric and Customer undertakes not to assign or transfer all or part of their rights and obligations arising out or resulting from these Terms & Conditions, whether for valuable consideration or free of charge, except with the prior written consent of the other Party. Notwithstanding the foregoing, Schneider Electric reserves the right to assign, contribute or transfer in any manner whatsoever its rights and obligations arising therefrom to any of its Affiliates without Customer’s prior consent.

6.2 Schneider Electric is an independent contractor. Each of Schneider Electric and the Customer agrees that no partnership, joint venture, or agency relationship exists or is created by these Terms & Conditions between Schneider Electric and the Customer. Neither Schneider Electric nor the Customer is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of one another.

6.3 No third-party beneficiary relationship is created by these Terms & Conditions. These Terms & Conditions shall not be construed to confer any rights or remedies to any third party.

6.4 These Terms & Conditions constitute the entire agreement between Schneider Electric and the Customer in relation to its subject matter as defined herein, and such legal agreement replaces and supersedes any previous agreement or understanding, whether oral, electronic or written, in relation with the same subject matter. The Customer agrees to waive to apply any of its own terms of purchase or license or services or other documents which subject matter is equivalent to these Terms & Conditions’ subject matter.

6.5 Should any provision of these Terms & Conditions be declared invalid or unenforceable by any competent court, such provision of these Terms & Conditions shall be amended by Schneider Electric to achieve as nearly as possible its inner intent, and all other provisions of these Terms & Conditions shall remain valid and in full force and effect.

6.6 All notices sent pursuant to these Terms & Conditions shall be in writing. Notices of a general purpose by Schneider Electric to all Customers in relation to the subject matter of these Terms & Conditions and/or any rights or obligations arising out or resulting therefrom, shall be given by means of a general information posted on the on Schneider Electric’s web page submitting these Terms & Conditions to Customer. Notices specifically addressed to You shall be given by Schneider Electric, at its election, by electronic mail to the electronic address on record in the information provided by You to create Your user account to the SaaS Solution or by written communication sent by first class mail or pre-paid post to the address of Your registered office or principal place of business. Any notice by You to Schneider Electric shall be in writing sent by first class mail or pre-paid post to the address of Schneider Electric's registered office or principal place of business and shall include the words: "Attention Schneider Electric Legal Department."

6.7 Schneider Electric's failure to insist on or enforce strict performance of these Terms & Conditions shall not be construed as a waiver by Schneider Electric of any right to enforce these Terms & Conditions, nor shall any course of conduct between Schneider Electric and the Customer or any third party be deemed to modify any provision of these Terms & Conditions.

6.8 Headings in these Terms & Conditions are just for ease of reference and will not affect its interpretation.

6.9 Words expressed in the singular include the plural and vice versa.

6.10 Schneider Electric reserves the right, at its sole discretion, to amend, add or remove any provision to or from these Terms & Conditions at any time. Any such amendment, addition or removal to these Terms & Conditions will be posted by Schneider Electric on its web page submitting these Terms & Conditions to Customer. It is the Customer's responsibility to check these Terms & Conditions prior to accepting them upon each and any time such Terms & Conditions are submitted to Customer for its Authorization to Give Access to Customer Data. Changes to these Terms & Conditions shall not apply with retroactive effect.

7. Applicable law & Disputes

7.1 These Terms & Conditions shall be governed by and construed in accordance with the laws of France where Schneider Electric has its registered office, to the exclusion of its conflict of law rules and without prejudice to the subsequent provisions of this Section 7.1.

In any country or, as applicable in any state, from where Customer provides the Authorization to Give Access to Customer Data or where Customer or Schneider Electric has its registered office or principal place of establishment, public order laws or regulation and any mandatory laws or regulation overriding the law governing these Terms & Conditions may impose statutory rights and/or obligations between Customer and Schneider Electric in relation with authorizations to provide access and/or the processing of Customer Data and/or as applicable Customer’s Clients Data. These Terms & Conditions shall apply to the extent they do not affect or prejudice such statutory rights and obligations.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms & Conditions.

7.2 Any dispute between Schneider Electric and the Customer arising out or in connection with these Terms & Conditions whether based on contract, warranty, tort, negligence, strict liability, statute or otherwise, and absent out-of-court settlement within thirty (30) calendar days from first notification of the dispute by either You or Schneider Electric, shall in all cases be finally settled, according to the law governing these Terms & Conditions as defined above, by the competent courts of Paris, France.

7.3 The Customer acknowledges and accepts that Schneider Electric will be irreparably damaged and damages at law may be an inadequate remedy if Customer breaches any provision of these Terms & Conditions and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by the Customer of these Terms & Conditions, Schneider Electric shall be entitled, in addition to all other rights or remedies, to (a) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond, and/or (b) a decree for specific performance of the applicable provision of these Terms & Conditions, to the extent permitted by applicable law in the country where Customer or Schneider Electric has its registered office or principal place of business and/or, as relevant in the context, from where Customer provides the Authorization to Give Access to Customer Data , on either federal or state level when applicable.

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