Customer Data. 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 4.2 Siemens shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Data Management Principles for Stratos document. 4.3 Siemens shall, in providing the Services, comply with its Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretion. 4.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf; (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. 4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 2 contracts
Sources: Stratos System Agreement, Stratos Subscription Agreement
Customer Data. 4.1 5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back- Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back- Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4. If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 5.4.1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) 5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 5.4.3. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.4.4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The customer being a contractor of DSA Airport, the customer shall not own the rights, title and interest in and to the Data which belongs to DSA Airport.
4.2 Siemens 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back- Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 2 contracts
Sources: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
Customer Data. 4.1 7.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens shall follow its archiving procedures for 7.2 The Supplier will ensure that there are regular back ups of Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to timeData. In the event of any loss or damage to Customer DataData caused by the Supplier, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). If recovery of Customer Data is required as a result of an issue resulting from the Customer, the Supplier will use all reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier provided that the Customer pays the Supplier’s reasonable additional Fees for Stratos documentsuch recovery.
4.3 Siemens shall, in providing the Services, comply with its Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretion.
4.4 7.3 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreementContract, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 7.3.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Contract;
7.3.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Contract on the Customer's behalf;
(b) 7.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 7.3.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Contract and any lawful instructions reasonably given by the Customer from time to time; and
(d) 7.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 2 contracts
Sources: Order Form, Order Form
Customer Data. 4.1 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to timetime the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, Policy as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, 5.5 The Supplier and the Customer shall have access to the Siemens Data. At the end comply with their respective obligations as set out in Schedule 4 of the Subscription Term the Customer shall return to Siemens all the Siemens Data.this Agreement
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Customer Data. 4.1 6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 6.2 Iplicit shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back- Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens Iplicit in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for Siemens Iplicit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens Iplicit in accordance with the archiving procedure described in its Back-Up Policy. Iplicit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party.
4.3 Siemens 6.3 Iplicit shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens Iplicit in its sole discretion.
4.4 6.4 If the Supplier Iplicit processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Iplicit shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Iplicit’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Iplicit so that the Supplier Iplicit may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier Iplicit shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Customer Data. 4.1 7.1 The Customer shall own all right, right and title to and interest in:
7.1.1 all rights arising from or in and to all connection with its acquisition, verification or presentation of the Customer Data Data; and
7.1.2 all copyright arising from the authorship of literary work in the creation of Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all Customer Data.
4.2 Siemens 7.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf Back-up and Retention Policy annexed to this Agreement at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to timeSchedule 5 (Retention Policy), as such document may be amended by Siemens the Supplier in its sole reasonable discretion from time to time. .
7.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with its Retention Policy in force at the archiving procedure described in its Data Management Principles for Stratos documentrelevant time.
4.3 Siemens shall7.4 Save where directly attributable to any breach by the Supplier of the terms of this Agreement, in providing the ServicesSupplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause7.
7.5 Both parties will comply with its Security Principles for Stratos document relating to all applicable requirements of the security Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations, responsibilities or rights under the Data Protection Legislation.
7.6 The parties acknowledge that:
7.6.1 in respect of the personal data processed by the Supplier on behalf of the Customer in connection with the Services whether or not Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to (Personal Data), the Customer from time to timeis determining the purpose and approving the manner in which data is processed in connection with the provision of the Services and that, as such document may be amended from time to time by Siemens in its sole discretion.
4.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that accordingly the Customer shall be is the data controller and the Supplier shall be a is the data processor for the purposes of the Data Protection Legislation; and
7.6.2 Schedule 2 sets out the scope, nature and in any such case:purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of data subject.
(a) 7.7 Without prejudice to the generality of clause 7.5, the Customer shall will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data Personal Data to the Supplier and processing of the Personal Data for the duration and purposes of this Agreement so that the Supplier may lawfully use, process and transfer the personal data Personal Data in accordance with this agreement Agreement on the Customer's behalf;.
(b) 7.8 Without prejudice to the generality of clause 7.5, the Supplier shall, in relation to any Personal Data processed by the Supplier in the course of the provision of the Services:
7.8.1 process that Personal Data only as is strictly necessary to provide the Services and on the documented written instructions of the Customer shall ensure that unless the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as Supplier is required by all the laws of any member of the European Union or by the laws of the European Union applicable data protection legislation;
to the Supplier and/or Domestic UK Law (cwhere Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process such Personal Data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing Personal Data, the Supplier shall process promptly notify the personal data only in accordance with the terms Customer of this agreement before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
7.8.2 not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
7.8.2.1 the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
7.8.2.2 the data subject has enforceable rights and effective legal remedies;
7.8.2.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any lawful Personal Data that is transferred; and
7.8.2.4 the Supplier complies with reasonable instructions reasonably given notified to it in writing in advance by the Customer with respect to the processing of such Personal Data;
7.8.3 ensure that all personnel who have access to and/or process such personal data are obliged to keep the Personal Data confidential;
7.8.4 assist the Customer, at the Customer's cost, in responding to any request (including a subject access request) from time a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to timesecurity, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.8.5 notify the Customer in writing without undue delay on becoming aware of a personal data breach;
7.8.6 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Laws to store the Personal Data;
7.8.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and the Data Protection Legislation and immediately inform the Company if, in the opinion of the Supplier, an instruction provided by the Customer infringes the Data Protection Legislation; and
7.8.8 allow for audits by the Customer or its authorised representatives to review the Supplier’s compliance with this clause 7 and the Data Protection Legislation, provided that such audits shall not take place more than once in any twelve month period (dunless the Customer, acting reasonably, suspects a breach of Data Protection Legislation) and shall be on reasonable prior written notice and carried out in such a manner as to minimise disruption to the Supplier’s business. The Supplier may require the Customer’s authorised representatives to enter into binding confidentiality obligations with it prior to such audit.
7.9 In each party calendar year the Supplier shall take complete and publish the Data Security and Protection Toolkit. The Customer hereby acknowledges and agrees that the completion and publishing of the Data Security and Protection Toolkit satisfies the requirements of Article 32 of the General Data Protection Regulation (2016/679) and constitutes the taking of appropriate technical and organisational measures adequate to protect the Personal Data processed by the Supplier against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, such Personal Data and are appropriate to the personal data harm that might result from the unauthorised or its unlawful processing or accidental loss, destruction or damagedamage of the Personal Data, having regard to the state of technological development and the cost of implementing any measures.
4.5 Siemens shall own 7.10 The Customer consents to the Siemens DataSupplier appointing the third-party processors of Personal Data specified in Schedule 4 (as amended and updated by agreement in writing between the parties from time to time). During The Supplier confirms that it has entered or (as the Subscription Termcase may be) will enter with the third-party processor a written agreement incorporating terms which are substantially similar to those set out in this clause 7 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Customer Supplier shall have access remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Datathis clause 7.
Appears in 1 contract
Sources: Software Subscription Agreement
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data (or have an appropriate licence to use such rights where the Customer relates to an End User) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 Causeway shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor / or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens ▇▇▇▇▇▇▇▇ in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens Causeway to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens Causeway in accordance with the archiving procedure described in its Back-Up Policy. Causeway shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by Causeway to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3 Causeway shall, in providing the Services, comply with its Security Principles for Stratos document Privacy Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal / or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens Causeway in its sole discretion.
4.4 5.4 If the Supplier Causeway processes any personal data on the Customer's (or an End User’s) behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Causeway shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Customer Data. 4.1 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/GDPR/Legalor such other website address as may be notified to the Customer from time to time, security-and-data- protection/servers-security#a174 as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal /staffwise_privacy.pdf or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion. The client will be notified 30 days before any amends.
4.4 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) , the Customer Supplier’s processing activities shall ensure that the Customer is entitled be subject to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of the separate data processing agreement to be entered into between the parties on or around the Effective Date of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damageagreement.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.:
Appears in 1 contract
Customer Data. 4.1 9.1. The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens shall follow its archiving procedures for 9.2. In relation to Services which involve the Supplier storing Customer Data as set out and in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore ensure that the lost or damaged Customer Data is secure and backed up and that the Customer has electronic access to the Customer Data stored by the Supplier to retrieve or manipulate at any time. If the Customer has no access to the Customer Data electronically, the Supplier shall, upon the Customer’s request grant such access necessary to retrieve/manipulate Customer Data within 7 working days from the latest request. In the event that the Customer requires Customer Data on physical media, the Customer can raise a request and the Supplier will apply reasonable endeavours to assist the Customer with the physical retrieval of Customer Data.
9.3. On the billing anniversary following the termination date of a Service which involves the storing or hosting of Customer Data by the Supplier, all Customer Data held within the Service shall cease to be available to the Customer to access. Any Customer Data will be retained in accordance to the extent set out in the applicable Service Option and can be retrieved by the Supplier (and then provided to the Customer in the format reasonably required) through the submission of a request to the Supplier by email.
9.4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Data Management Principles for Stratos documentup).
4.3 Siemens 9.5. The Supplier shall, in providing the Services, comply with its Security Principles for Stratos document relating to Privacy Policy available on the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal InsightCloud Website or such other website address as may be notified to the Customer from time to time, as time and such document policy may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 9.6. If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 9.6.1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.6.2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 9.6.3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 9.6.4. the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party 9.6.5. the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 4.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens . The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time], as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos document.
4.3 Siemens caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 . If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
; (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
; (ce) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Application Services Agreement
Customer Data. 4.1 5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
4.2 Siemens 5.2. The Supplier shall follow its archiving procedures for maintenance of metadata related to Customer Data as set out in its Data Management Principles for Stratos document Metadata Maintenance Policy available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor /metadata-maintenance-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for Siemens the Supplier to use reasonable commercial endeavours to provide the Customer with available Customer comprehensible metadata to restore the lost or damaged Customer Data from the latest back-up version of such metadata related to Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Metadata Maintenance Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up for Stratos documentwhich it shall remain fully liable under clause 5.9).
4.3 Siemens 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal /privacy-security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 If 5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5. The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall be a data is the processor and in any such case:for the purposes of the Data Protection Legislation.
(ab) Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer shall and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
5.7. Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
i. the Customer shall ensure or the Supplier has provided appropriate safeguards in relation to the transfer;
ii. the data subject has enforceable rights and effective legal remedies;
iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
iv. the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required Supplier complies with reasonable instructions notified to it in advance by all applicable data protection legislationthe Customer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data it can reasonably identify and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data only in accordance with (and for these purposes the terms of this agreement and any lawful instructions reasonably given by the Customer from time term "delete" shall mean to timeput such data beyond use); and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8. Each party shall take ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damagedamage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
4.5 Siemens shall own 5.9. The Customer consents to the Siemens DataSupplier appointing or otherwise hosting its Software with (i) Amazon Web Services EMEA SARL or any other member of the Amazon Web Services Group; and (ii) any other third party processor the Supplier considers appropriate to the provision of the Services; as a third-party processor of personal data under this agreement. During The Supplier confirms that it has entered or (as the Subscription Termcase may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business including terms related to the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Customer Supplier shall have access use commercially reasonable efforts to enforce the Siemens Data. At the end terms of the Subscription Term the Customer shall return to Siemens all the Siemens Dataany third-party processor.
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 4.1 The Customer CUSTOMER shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The CUSTOMER hereby grants to the SUPPLIER an irrevocable worldwide, royalty free licence to use Customer Data for the provision of the Services and otherwise in accordance with the terms of this agreement.
4.2 Siemens The SUPPLIER shall follow its archiving procedures for Customer Data as set out in its Information Governance and Data Management Principles for Stratos document available Protection Policy and Privacy Policy, each as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer amended from time to time. The SUPPLIER’S policy and related procedures are fully compliant with the UK’s Data Protection legislation, and if the SUPPLIER becomes aware of any non-compliance, it agrees to inform the CUSTOMER as such document may be amended by Siemens in its sole discretion from time to timesoon as reasonably practicable. In the event of any loss or damage to Customer Data, the CustomerCUSTOMER's sole and exclusive remedy shall be for Siemens the SUPPLIER to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the SUPPLIER in accordance with the archiving procedure described in its Back-Up Policy. The SUPPLIER shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub- contracted by the SUPPLIER to perform services related to CUSTOMER maintenance and back-up).
4.3 Siemens The SUPPLIER shall, in providing the Services, comply with its Security Principles for Stratos document Information Governance and Data Protection Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer CUSTOMER from time to time, as such document may be amended from time to time by Siemens the SUPPLIER in its sole discretion.
4.4 If the Supplier SUPPLIER processes any personal data (as defined in the GDPR 2018) on the Customer's CUSTOMER’s behalf when performing its obligations under this agreement, agreement then the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer SUPPLIER shall ensure that compliance with the Customer is entitled to transfer requirements of the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
, the General Data Protection Regulation (cRegulation (EU) 2016/679) (“GDPR”), the Supplier shall process the personal data only in accordance with the terms of this agreement Data Protection Act 2018 (“DPA 2018”) (and any lawful instructions reasonably given by the Customer statutory modification or re-enactment thereof from time to time; andtime in force) in respect of any personal data supplied to the SUPPLIER by the CUSTOMER:
(d) each party shall take appropriate technical and organisational measures against unauthorised 4.5 The CUSTOMER acknowledges that the SUPPLIER may monitor the CUSTOMER’s or unlawful processing its sub-licencees’ use of the personal data or Services for its accidental lossown purposes (including, destruction or damage.
4.5 Siemens shall own without limitation, for purposes of monitoring levels of activity and for purposes of maintaining the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end functional and operational integrity of the Subscription Term Smart Phone App and for purposes of complying with applicable laws and regulations) and the SUPPLIER may use anonymised Customer shall return Data for commercial and/or research purposes and/or to Siemens all analyse how the Siemens DataServices are used. For example, to assist in making statements such as (without limitation) “average users use the Software [x] times a week” or “we have [x] users in Devon”. The SUPPLIER will not use personally identifiable data without the express prior written permission of the CUSTOMER.
Appears in 1 contract
Sources: Organisational Licence Agreement
Customer Data. 4.1 9.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens shall follow its archiving procedures for 9.2 In relation to Services which involve the Supplier storing Customer Data as set out and in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore ensure that the lost or damaged Customer Data is secure and backed up and that the Customer has electronic access to the Customer Data stored by the Supplier to retrieve or manipulate at any time. If the Customer has no access to the Customer Data electronically, the Supplier shall, upon the Customer’s request grant such access necessary to retrieve/manipulate Customer Data within 7 working days from the latest request. In the event that the Customer requires Customer Data on physical media, the Customer can raise a request and the Supplier will apply reasonable endeavours to assist the Customer with the physical retrieval of Customer Data.
9.3 On the billing anniversary following the termination date of a Service which involves the storing or hosting of Customer Data by the Supplier, all Customer Data held within the Service shall cease to be available to the Customer to access. Any Customer Data will be retained in accordance to the extent set out in the applicable Service Option and can be retrieved by the Supplier (and then provided to the Customer in the format reasonably required) through the submission of a request to the Supplier by email.
9.4 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Data Management Principles for Stratos documentup).
4.3 Siemens 9.5 The Supplier shall, in providing the Services, comply with its Security Principles for Stratos document relating to Privacy Policy available on the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal smartCLOUD Website or such other website address as may be notified to the Customer from time to time, as time and such document policy may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 9.6 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 9.6.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.6.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 9.6.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 9.6.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party 9.6.5 the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 4.1 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 A [ ] data backup strategy will be implemented to ensure availability of data. Data backups shall follow its archiving procedures only be kept for Customer Data up to [ ] days. Any data loss can be recovered by restoration of backups within the [ -day] retention period. The Supplier shall as set out in its Data Management Principles for Stratos document available far as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to possible perform the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to timerestoration within [ ] hours upon request. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens shall, in providing the Services, comply with its Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇5.3 [Not used.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretion.]
4.4 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 5.4.1 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) 5.4.2 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 5.4.3 the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.4.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Software as a Service (Saas) Subscription Agreement
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address Back-Up Policy as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back- up).
4.3 Siemens 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: License Agreement
Customer Data. 4.1
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document (available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time), as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its above. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back- up).
4.3 Siemens 5.3. The Supplier shall, in providing the Services, comply with its Security Principles for Stratos document privacy policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal [INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4. If the Supplier processes Processes any personal data Personal Data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller Data Controller and the Supplier shall be a data processor Data Processor and in any such case:case:
(a) 5.4.1. the Supplier shall not transfer any Personal Data outside of the United Kingdom without the prior written consent of the Customer;
5.4.2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data Personal Data to the Supplier so that the Supplier may lawfully use, process Process and transfer the personal data Personal Data in accordance with this agreement on the Customer's behalf;
(b) 5.4.3. the Customer shall ensure that the relevant third parties have been informed of, and where appropriate have given their consent to, such use, processingProcessing, and transfer as required by all applicable data protection legislationData Protection Legislation;
(c) 5.4.4. the Supplier shall process Process the personal data Personal Data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and;
(d) 5.4.5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing Processing of the personal data Personal Data or its accidental loss, destruction or damage.;
4.5 Siemens 5.4.6. the Supplier shall own ensure that persons authorised to Process the Siemens DataPersonal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
5.4.7. During the Subscription TermSupplier shall ensure at all times it has in place appropriate technical and organisational measures to guard against unauthorised or unlawful Processing of the Personal Data and/or accidental loss, destruction or damage to the Personal Data and to enable the Customer to comply with its obligations under Article 32 of the GDPR;
5.4.8. the Supplier shall not engage another sub Data Processor to undertake any Processing of any Personal Data without the prior written authorisation of the Customer. Where such authorisation is granted by the Customer, the Supplier shall ensure that it enters into a contract with that sub Data Processor on the same or equivalent terms as are set out in this clause 5.4;
5.4.9. the Supplier shall assist the Customer shall have access by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to Subject Access Requests, as well as providing all assistance and cooperation as the Customer may require to investigate or deal with any such Subject Access Requests;
5.4.10. insofar as this is possible given the nature of Processing and the information available to the Siemens DataSupplier, the Supplier shall assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR;
5.4.11. At the Supplier shall notify the Customer of any Personal Data Breach within 24 hours of its occurrence, along with all supporting facts and information sufficient to allow the Customer to make any required report(s) to any relevant Data Subjects, the Information Commissioner or other regulatory or governmental body or bodies to which it is subject;
5.4.12. at the choice of the Customer, the Supplier shall delete or return all the Personal Data to the Customer after the end of the Subscription Term provision of Services, and delete existing copies, unless the Supplier has a statutory duty to retain that Personal Data; and
5.4.13. the Supplier shall make available to the Customer, following a request for such, all information necessary to demonstrate compliance with the obligations laid down in the Data Protection Legislation and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
5.5. The provisions of this clause 5 shall return to Siemens all apply during the Siemens Datacontinuance of the agreement and indefinitely after its termination.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 4.1 7.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 7.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy, available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-back- up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back- up).
4.3 Siemens 7.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 7.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 7.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
7.4.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 7.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 7.4.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 7.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Subscription Agreement
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to time. 5.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its ESC Cloud Database. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to the upkeep of the ESC Cloud Database).
4.3 Siemens 5.3 The Supplier shall, in providing the Services, comply with its Security Principles for Stratos document privacy policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal on the ESC Website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4 By agreeing to these Terms and Conditions the Customer agrees to the Suppliers Privacy Policy.
5.5 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 5.5.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
5.5.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) 5.5.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 5.5.4 the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.5.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: User Account Agreement
Customer Data. 4.1 3.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 3.2 Orpheus shall follow its archiving procedures for Customer Data and the Analytical Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens ▇▇▇▇▇▇▇ in its sole discretion from time to time. In the event of any loss or damage to Customer Data or Analytical Data, the Customer's sole and exclusive remedy shall be for Siemens Orpheus to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Analytical Data from the latest back-up of such Customer Data or Analytical Data maintained by Siemens Orpheus in accordance with the archiving procedure described in its Back-Up Policy. Orpheus shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub- contracted by Orpheus to perform services related to Customer Data maintenance and back- up).
4.3 Siemens 3.3 Orpheus shall, in providing the Services, comply with its Security Principles for Stratos document Privacy Policy relating to the security privacy of the Customer Data available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens ▇▇▇▇▇▇▇ in its sole discretion.
4.4 3.4 If the Supplier Orpheus processes any personal data Personal Data on the Customer's behalf when performing its obligations under this agreement▇▇▇▇, the parties record their intention that the Customer shall be the data controller and the Supplier Orpheus shall be a data processor processor.
3.5 Orpheus shall comply with all Data Protection Laws (which apply to it in its capacity as a data processor) in connection with the processing of Personal Data in respect of the delivery of the Services and the exercise and performance of its rights and obligations under this Agreement.
3.6 The Customer shall comply with all Data Protection Laws (which apply to it in any such caseits capacity as a data controller) in connection with the processing of Personal Data in respect of the exercise and performance of its rights and obligations under this Agreement, and to enable Orpheus to deliver the Services.
3.7 Instructions and details of processing - Insofar as Orpheus processes Personal Data on behalf of the Customer:
3.7.1 unless required to do otherwise by applicable laws, Orpheus shall (a) the Customer and shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(beach person acting under its authority shall) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data Personal Data only on and in accordance with the terms of Customer’s documented instructions as set out in this agreement clause 3 and any lawful instructions reasonably given by the Customer Schedule 2 (Data Processing Details), and as updated from time to timetime by the written agreement of the parties (Processing Instructions); and
3.7.2 if any applicable laws require it to process Personal Data other than in accordance with the Processing Instructions, Orpheus shall notify the Customer of any such requirement before processing the Personal Data (dunless any of the applicable laws prohibit such information on important grounds of public interest).
3.8 Technical and organisational measures - Orpheus shall implement and maintain, at its cost and expense (taking into account those factors which it is entitled to take into account pursuant to the Data Protection Laws) each party shall take appropriate technical and organisational measures against unauthorised in relation to the processing of Personal Data by ▇▇▇▇▇▇▇:
3.8.1 so as to ensure a level of security in respect of the Personal Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and
3.8.2 without prejudice to clause 3.11, insofar as is possible, to assist the Customer in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Personal Data.
3.9 Using staff and other processors - Orpheus shall not engage another Data Processor for carrying out any processing activities in respect of the Personal Data without the Customer’s prior written consent. The Customer consents to the processing of Personal Data by the personal data or its accidental loss, destruction or damageAuthorised Reseller in accordance with the Data Processing Instructions.
4.5 Siemens 3.10 Orpheus shall own ensure that all Orpheus personnel processing Personal Data:
3.10.1 are subject to obligations of confidentiality which apply, generally or specifically, to the Siemens Personal Data. During ; and
3.10.2 are reliable and have received appropriate training on compliance with the Subscription TermData Protection Laws.
3.11 Assistance with Customer’s Compliance with Data Subject Rights - Orpheus shall:
3.11.1 record and then refer all Data Subject Requests it receives to the Customer, without undue delay;
3.11.2 provide such assistance to the Customer shall have access as the Customer reasonably requests in relation to a Data Subject Request; and
3.11.3 not respond to any Data Subject Request or Complaint without the Customer’s prior written approval.
3.12 Without prejudice to clause 3.11 Orpheus shall, at its cost and expense, provide such assistance to the Siemens Data. At the end of the Subscription Term Customer as the Customer shall return to Siemens all reasonably requires (taking into account the Siemens Datanature of processing and
3.12.1 security of processing;
3.12.2 Data Protection Impact Assessments (as such term is defined in the Data Protection Laws);
3.12.3 prior consultation with a Supervisory Authority regarding high risk processing.
Appears in 1 contract
Sources: End User License Agreement (Eula)
Customer Data. 4.1 6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document [Back-Up Policy] available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer▇▇▇▇▇▇.▇▇▇/support/Legalor home or such other website address as may be notified to the Customer from time to time], as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its [Back-Up Policy]. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 6.2 The Supplier shall, in providing the Services, comply with its [Privacy and Security Principles for Stratos document Policy] relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer▇▇▇▇▇▇.▇▇▇/support/Legal home or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 6.3 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementFramework Agreement, the parties Parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 6.3.1 The Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Framework Agreement;
6.3.2 The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Framework Agreement on the Customer's ’s behalf;
(b) 6.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 6.3.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Framework Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 6.3.5 each party Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Master Services Agreement
Customer Data. 4.1 8.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer DataData and its ability to use the Customer Data in accordance with the Data Protection Legislation.
4.2 Siemens shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to time8.2. In the event of any loss or damage to any Customer Data, the Customer's sole and exclusive remedy shall be for Siemens Sandgate Systems to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure Sandgate Systems. Sandgate Systems shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party or a force majeure event as described in its Data Management Principles for Stratos documentclause 18.
4.3 Siemens 8.3. Sandgate Systems shall, in providing the Services, comply with its Security Principles for Stratos document GDPR compliance statement relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal on the Website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens Sandgate Systems in its sole discretion.
4.4 8.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. Page26
8.5. If the Supplier Sandgate Systems processes any personal data on the Customer's or any User’s behalf when performing its obligations under this agreementthe Contract, the parties record their intention that the Customer (or the relevant User) shall be the data controller and the Supplier Sandgate Systems shall be a data processor processor. In particular, and in any such case:
(a) without limitation, as between Sandgate Systems and the Customer shall ensure that the Customer is responsible for determining what, if any, personal data will be processed using the Software and for ensuring that it has a legal basis for doing so.
8.6. The Customer shall ensure:
8.6.1. that they are entitled to transfer the relevant personal data to the Supplier Sandgate Systems so that the Supplier Sandgate Systems may lawfully use, process and transfer the personal data in accordance with this agreement these Conditions on the Customer's or the User’s behalf;; and
(b) the Customer shall ensure 8.6.2. that the relevant third parties have been informed of, and have given their consent to, of such use, processing, and transfer as required by all applicable data protection legislationthe Data Protection Legislation;
(c) 8.6.3. that it reviews and manages retention policies for personal data processed using the Supplier shall Software and Services.
8.7. Without prejudice to the generality of clause 8.4, Sandgate Systems shall, in relation to any personal data processed in connection with the performance by Sandgate Systems of its obligations under this agreement:
8.7.1. process the that personal data only in accordance with on the terms written instructions of the Customer unless Sandgate Systems is required by the laws of any member of the European Union or by the laws of the European Union applicable to Sandgate Systems to process personal data (Applicable Laws). Where Sandgate Systems is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, Sandgate Systems shall promptly notify the Customer of this agreement and any lawful instructions reasonably given before performing the processing required by the Customer Applicable Laws unless those Applicable Laws prohibit Sandgate Systems from time to time; andso notifying the Customer;
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing 8.7.2. not transfer any such personal data outside of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own European Economic Area and the Siemens Data. During United Kingdom unless the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.following conditions are fulfilled:
Appears in 1 contract
Sources: General Terms and Conditions
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 Yotta shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens Yotta in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens Yotta to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens Yotta in accordance with the archiving procedure described in its Back-Up Policy. ▇▇▇▇▇ shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by Yotta to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3 Yotta shall, in providing the Services, comply with its Security Principles for Stratos document Privacy Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens Yotta in its sole discretion.
4.4 5.4 If the Supplier Yotta processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Yotta shall be a data processor and in any such case:
(a) 5.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored within the EEA or the country where the Customer and the Authorised Users are located inorder to carry out the Services and Yotta's other obligations under this agreement;
5.4.2 the Customer shall ensure that the Customer it complies with its obligations under applicable Data Protection Legislation and that it is entitled to transfer the relevant personal data to the Supplier Yotta so that the Supplier ▇▇▇▇▇ may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) 5.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationData Protection Legislation;
(c) the Supplier 5.4.4 Yotta shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timeprovisions of applicable Data Protection Legislation; and
(d) 5.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 4.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens shall follow its archiving procedures for The Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.grants to ▇▇▇▇▇▇▇! a royalty-free, non-exclusive, non-transferable licence to process Customer Data in accordance with the terms of this Agreement for the purpose of fulfilling its obligations under this Agreement.
4.3 ▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the ! shall follow its standard archiving procedures for Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to timeData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens ▇▇▇▇▇▇▇! to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Data Management Principles for Stratos document.
4.3 Siemens shall, in providing the Services, comply with its Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇! in accordance with its standard archiving procedures. ▇▇▇▇▇▇▇! shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
4.4 The Customer is able to download or export its Customer Data at any time. Instructions on how to do so are available on the Platform.
4.5 If ▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretion.
4.4 If the Supplier ▇▇▇▇! processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier ▇▇▇▇▇▇▇! shall be a data processor and in any such case:
: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier ▇▇▇▇▇▇▇! so that the Supplier ▇▇▇▇▇▇▇! may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's ’s behalf;
; (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier ▇▇▇▇▇▇▇! shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
and (dc) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens ; and (d) any user shall own ensure that when setting up workflows or making any other use of the Siemens Data. During Services that they possess the Subscription Termrelevant consent or lawful permission to use, the Customer shall have access process and share End User Data and that they comply with all relevant data protection laws in all relevant jurisdiction(s) in relation to the Siemens Data. At data processed through the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data▇▇▇▇▇▇▇! Platform.
Appears in 1 contract
Sources: Terms of Service
Customer Data. 4.1 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document Back-Up Policy available as a pdf at ▇▇▇▇://▇-▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor ▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to timetime the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, Policy as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: General Terms & Conditions
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. For the avoidance of doubt, the Company shall have no right or interest in the Customer Data.
4.2 Siemens shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to time. 5.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Company. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party.
4.3 Siemens shall, in providing 5.3 The Company shall use commercially reasonable endeavours to maintain the Services, comply with its Security Principles for Stratos document relating to the security confidentiality of the Customer Customer’s Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal and shall not disclose or such other website address as may be notified to use this without the Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretionCustomer’s express consent.
4.4 5.4 If the Supplier Company processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Company shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Services and the Company’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Company so that the Supplier Company may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier Company shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own 5.5 Upon termination of the Siemens Data. During the Subscription TermAgreement for whatever reason, the Customer shall have access be entitled to the Siemens Data. At the end an export of the Subscription Term Customer Data then held by the Customer shall return to Siemens all the Siemens DataCompany.
Appears in 1 contract
Sources: Subscription Agreement
Customer Data. 4.1 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 The Supplier shall follow its archiving procedures for archive Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified daily between 10:00 pm to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to 4:00 am UK time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens in accordance with the archiving procedure described in its Data Management Principles for Stratos documentSupplier.
4.3 Siemens shall5.3 The Supplier shall not be responsible for any loss, in providing the Servicesdestruction, comply with its Security Principles for Stratos document relating to the security alteration or disclosure of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified caused by any third party (except those third parties sub- contracted by the Supplier to the perform services related to Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretionData maintenance and back-up).
4.4 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Digital Hub Subscription Agreement
Customer Data. 4.1 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens 5.2 The Supplier retains primary responsibility for taking at least every twenty four hours and maintaining backups (for seven days) of the Customer Data and shall take regular backups to protect against data loss, corruption or other damage.
5.3 The Supplier shall follow its archiving procedures for Customer Data as set out in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to timePrivacy Policy, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Siemens the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Privacy Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens shall5.4 On termination of this agreement, in providing the Services, comply with its Security Principles for Stratos document relating to the security Supplier may destroy or otherwise dispose of any of the Customer Data available as in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified written request for the delivery to the Customer from time of the then most recent archive of the Customer Data. The Supplier shall use reasonable commercial endeavours to timedeliver the archive to the Customer within 30 days of its receipt of such a written request, as such document may be amended from time to time by Siemens in its sole discretion.
4.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall be the data controller and pay all reasonable expenses incurred by the Supplier shall be a data processor and in any such case:returning or disposing of Customer Data.
(a) the 5.5 The Customer shall ensure that the Customer is entitled to transfer the relevant personal data hereby grants to the Supplier so that a non-exclusive licence to use the Customer Data for the purposes of internal software improvements, including for the purpose of optimising the Services provided by the Supplier may lawfully use, process by way of comparisons across any and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) all Customer projects. The Supplier undertakes not to release details of the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, projects arising from such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damageimprovements.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 1 contract
Sources: Saas Agreement
Customer Data. 4.1 5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
4.2 Siemens 5.2. The Supplier shall follow its archiving procedures for maintenance of metadata related to Customer Data as set out in its Data Management Principles for Stratos document Metadata Maintenance Policy available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor /metadata-maintenance-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for Siemens the Supplier to use reasonable commercial endeavours to provide the Customer with available Customer comprehensible metadata to restore the lost or damaged Customer Data from the latest back-up version of such metadata related to Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Metadata Maintenance Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up for Stratos documentwhich it shall remain fully liable under clause 5.9).
4.3 Siemens 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Principles for Stratos document Policy relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal /privacy-security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens the Supplier in its sole discretion.
4.4 If 5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5. The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall be a data is the processor and in any such case:for the purposes of the Data Protection Legislation.
(ab) Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer shall and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
5.7. Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer shall ensure or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required Supplier complies with reasonable instructions notified to it in advance by all applicable data protection legislationthe Customer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data it can reasonably identify and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data only in accordance with (and for these purposes the terms of this agreement and any lawful instructions reasonably given by the Customer from time term "delete" shall mean to timeput such data beyond use); and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8. Each party shall take ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damagedamage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
4.5 Siemens shall own the Siemens Data5.9. During the Subscription Term, the The Customer shall have access consents to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.Supplier appointing or otherwise hosting its Software with
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 4.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 Siemens The Supplier shall follow its archiving procedures for Customer Data as set out described in its Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by Siemens in its sole discretion from time to timeSchedule 4. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy Supplier shall be for Siemens to use reasonable commercial best endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Siemens the Supplier in accordance with the archiving procedure described in its Schedule 4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data Management Principles for Stratos documentcaused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.3 Siemens shall, in providing the Services, comply with its Security Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Siemens in its sole discretion.
4.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement agreement, the Privacy and Data Protection Legislation and any lawful instructions reasonably given by the Customer from time to time; andtime (the "Authorised Purpose");
(dc) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.; and
4.5 Siemens (d) the Supplier shall own the Siemens Data. During the Subscription Term, indemnify and keep indemnified the Customer shall have access to against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of any breach by the Siemens Data. At the end Supplier of the Subscription Term the Customer shall return to Siemens all the Siemens Datathis clause.
Appears in 1 contract