WEBSITE TERMS OF USE
Please read these Terms of Use (the “Terms”) carefully before you start to use this website. The websites, including but not limited to https://www.watertechnologies.com/, https://estore.watertechnologies.com/, (the “Site”), is owned by Veolia USA, Inc. (“Company,” “we,” “us,” “our”). Company and its affiliates provide the Site to you (the “user”, “you”, and “your”, as applicable) for your personal use only and subject to your acceptance of and compliance with these Terms. These Terms are effective as of 01/22/2021. This version of these Terms replaces and supersedes any prior terms of use applicable to the Site.
You may use the Site for lawful purposes only, in accordance with these Terms. You agree to abide by all applicable international, federal, state, and local laws and regulations in your use of the Site. Your use of the Site confirms your unconditional acceptance of these Terms. If you do not agree to these Terms, do not access or use the Site.
1. General Use and License
Company grants you a limited, nonexclusive, revocable license to make use of the Site, regardless of the medium by which the Site is accessed by you (e.g., via a web or mobile browser). You may view, copy, download, or print materials from the Site for your own personal use only. In this context, “personal use” does not include posting, uploading, or otherwise publishing the materials for any commercial purpose, except with our express written permission. This license does not include any rights not specifically enumerated herein.
You acknowledge that your use of the Site is at our sole discretion and your license to use the Site may be terminated by us at any time, for any reason or for no reason. We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of the Site, to terminate any user’s account, and to alter or delete any material submitted to the Site through the user’s account. Following termination of this license, these Terms shall apply to the extent practicable.
The Site is intended for use by those who are eighteen (18) years of age or older only. If you are not 18 years of age or older, you are prohibited from using the Site without the accompaniment and supervision of a parent or legal guardian. If you are a parent or legal guardian, you agree that you will monitor and supervise the use of the Site by children, minors, and others under your care, and you agree to be responsible for their use of the Site. Any use of the Site by persons under 18 years of age and without parental consent will result in immediate termination of their use of the Site.
2. Prohibited Conduct and Activities
Except as expressly provided in these Terms, and without altering the scope of the license granted to you, you are hereby prohibited from: (a) modifying, adapting, translating, copying, reproducing, imitating, distributing, publishing, or reselling the Site or any of the content on the Site; (b) bypassing any technical measures used to prevent or restrict access to any portion of the Site; (c) reverse engineering, decompiling, disassembling, or otherwise obtaining the source code of the Site, except as interpreted and displayed in a web browser; (d) using or attempting to use any data mining, robot, spider, or similar automated or manual data gathering and extraction tools to access the Site’s listings or content; (e) circumventing or attempting to circumvent the security of the Site; (f) interfering or attempting to interfere with the proper working of the Site or otherwise engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Company or users of the Site or expose them to liability; (g) altering or modifying, or attempting to alter or modify any part of the Site; (h) attempting to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site through hacking, cracking, mining, phishing, or any other means; (i) accessing or attempting to access password protected, secure, or non-public areas of the Site, except as authorized by Company; (j) taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any systems or networks connected to the Site; (k) using reports, content, electronic documentation, or other materials available on the Site to feed any downstream goods, application, or website; (l) engaging in any activity that markets another business or attracts Company users to a third party; or (m) engaging in or promoting illegal activities.
3. Software License
Any Software that Company owns and provides on the Site is the Company’s property. Company provides you a limited, non-exclusive, and terminable license to use the object code of such software for the time period during which Company is providing you services. You agree not to export, copy (except that you may make one copy for backup purposes), sub-license, translate, transfer, reverse engineer, or decode the Software. Single user versions of software may only be used on one (1) device.
4. Intellectual Property Rights
Unless otherwise noted, all content provided on the Site, including images, illustrations, designs, icons, photographs, video clips, text, software and other material, is the property of Company or its suppliers, licensors, talent, partners, or affiliates and is protected by United States and international copyright laws. This protection also applies to any software, including any files, images generated by the software, code, and data accompanying the software (collectively, “Software”), used or accessible through the Site. Any and all content on the Site is either the property of Company or is used by us with the permission of its owner. The compilation of the Site is the exclusive property of Company and is protected by United States and international copyright laws. You agree that you will not take any actions inconsistent with Company’s ownership of the Site and content.
The trademarks, logos, and service marks displayed on the Site are owned by Company and other third parties, and the Site’s trade dress is owned by Company. All trademarks not owned by Company are the property of their respective owners, and, where used by Company, are used with permission. Nothing contained on the Site may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark. Company’s trademarks and/or trade dress may not be copied, imitated, or used, in whole or in part (including use in metatags or in hidden text), without our prior written permission. You agree that you will not take any actions inconsistent with Company’s ownership of, or any third party’s ownership of, the trademarks and trade dress used on the Site.
Some goods and processes offer on the Site may be covered by, or may be subject to, one or more patents and may be subject to other trade secret and proprietary rights. Any and all goods or processes on the Site are either the property of Company or is used by us with the permission of its owner. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of the goods or processes on the Site. You acknowledge that Company is in the business of selling goods and agree that you will not file patent applications on the goods or processes and methods of using the goods. You further agree that in any event, any such patents will not be asserted against Company or its customers based upon purchase and use of such goods provided on the Site.
Except as we may expressly authorize, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, decompile, reverse engineer, or disassemble the materials on the Site, including any copyrighted, trademarked, or patented content. You may only use the materials and content on the Site as expressly permitted in these Terms and for no other purpose. Any unauthorized use of any content or materials on the Site is strictly prohibited and may violate copyright, trademark, patent, or trade secret laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
5. Confidentiality
You agree to keep confidential Company’s proprietary non-public information, if any, which may be acquired by you in connection with these Terms.
6. DMCA Notice
We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Site by users suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims (“Designated Agent”). If you are a copyright owner (or authorized to act on behalf of the owner) and believe that your copyrighted work has been infringed, please submit a written notice to our Designated Agent that substantially includes the following:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;
- Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.
The written notice, along with any accompanying items, must be submitted to our Designated Agent at:
ATTN: DMCA Agent (Legal Dep’t)
Veolia Water Technologies & Solutions
3600 Horizon Boulevard Trevose, PA 19053.
USA
If you send your notice by email, please make sure to write “DMCA Copyright Notice” in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
7. User Account
Before you can make use of certain services associated with the Site, you may be required to register with the Site and create an account. You agree and warrant that all information you provide to us through the Site, including but not limited to any contact information or registration information, is truthful, accurate, and up-to-date. You further agree to maintain the accuracy of your account information and to inform us promptly of any changes to your information, including but not limited to any changes to your email address.
You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security you become aware of. We are neither responsible for, nor liable, for any loss or other injury that you may incur as a result of someone else using your user account or password, either with or without your knowledge.
By creating an account with the Site, you consent to receive communications from us electronically via the email address associated with your account. Although you can opt-out of receiving promotional communications, we reserve the right to email you informational communications about your account or administrative notices regarding the Site, as permitted under the CAN-SPAM Act.
You are expressly prohibited from selling, trading, or transferring your account (including but not limited to, selling, trading, or transferring emails associated with such account).
8. Submission of Content and User Activity
From time to time, we may make available on the Site certain services, features, or sections that allow users to post or upload materials to the Site. You understand that all information, communications, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. Therefore, you, and not Company, are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available through the Site or any related services.
You represent and warrant that you own or otherwise control all the rights, titles, and interests to any Content that you upload, transmit, or otherwise make available through the Site, that use of any Content you provide does not violate the intellectual property rights or any other rights of any third parties, and that use of Content you provide will not cause injury to any person or entity.
Without limiting the foregoing, you represent and warrant that you will not: (a) provide any Content that is unlawful (according to local, state, federal or international law) or any Content that advocates illegal activity; (b) provide any Content that is defamatory, false, or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) provide any Content that you do not have a right to provide under law or under a contractual or fiduciary relationship; (d) provide any Content that contains software viruses or other harmful devices; or (e) impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content you provide.
When you post or submit Content to the Site, you hereby expressly grant Company a royalty-free, perpetual, non-exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, exploit, sublicense, or otherwise distribute and display Content and any ideas, concepts, know-how, or techniques contained therein for any reason and in any manner it chooses, alone or as a part of other works, in any form, medium or technology now known or later developed, without restriction and without compensation of any kind to you, and you waive all moral rights in all such Content. Therefore, we request that you not provide us Content in which you do not wish to grant us rights.
Company disclaims any and all liability for any Content emailed, transmitted, or otherwise made available via the Site. The opinions expressed in postings or other Content on the Site may not represent the views or opinions of Company or its advertisers, sponsors, affiliated or related entities. We do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. Any Content on the Site is provided “as is.” You should be aware that your use of and reliance on Content is at your own risk.
Company has no obligation to review, monitor, delete, or edit the Site, including user Content. However, you acknowledge and agree that Company has the right to do so at any time in its sole discretion, for any reason or no reason, with or without notice. We shall not be liable for any alteration or deletion of any Content. You acknowledge, consent, and agree that Company may access, preserve, and disclose any inappropriate conduct, your account information, and any Content you submit if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Company, its affiliates, personnel, other users, and the public.
9. Correction of Errors and Inaccuracies; Limitations on Services
The information on the Site may contain typographical errors or inaccuracies, and may not be complete or current. Company therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to service descriptions, pricing, and availability. Company also reserves the right to limit the scope of services (including after you have submitted your request). Company apologizes for any inconvenience this may cause you.
We are not responsible for typographical or other errors or omissions regarding goods, services prices or other information provided on the Site. All goods and/or service sales and promotions are subject to the terms of these Terms, in addition to any other terms that may apply. Promotional offers and prices are available for a limited time as specified on the Site. Prices, promotions and availability are subject to change without prior notice.
10. Links to Third Party Sites
The Site may contain links to third-party websites or other resources, which we may have no direct control and all of which may have their own set of rules and guidelines for usage of their sites and services. Company does not endorse, and we shall not be responsible or liable for, any content, advertising, goods, or other materials on or available from such sites or resources.
For your protection, please refer to the terms of service and privacy policies of those respective websites. You acknowledge, understand, and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such content, goods, or services available on such other websites. Company shall not be liable for any errors or delays in the content, goods, or services available on such other websites, or for any actions taken or not taken in reliance thereon. The links are provided “as is” and use of such links is at your own risk.
11. Payment Processing
We use a third-party payment processor (the “Payment Processor”) to process any payments made through the Site. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Company is not responsible for these financial transactions, the security of your financial information with respect to these transactions, and any errors by the Payment Processor. You acknowledge and agree that we are not responsible for any unauthorized charges or other breach of your financial information and/or security.
By making payments through the Site, you agree to pay us—through the Payment Processor—all charges at the prices then in effect for any use of such payment processing in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand.
12. Disclaimer of Warranties
THE SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SITE AND ANY CONTENT AVAILABLE AT YOUR OWN RISK. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, TO THE INFORMATION, CONTENT, MATERIALS OR GOODS INCLUDED ON THE SITE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. UNLESS OTHERWISE SPECIFIED IN THESE TERMS, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE SITE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT COMMUNICATIONS BETWEEN YOU AND COMPANY, OR ANOTHER USER OF THE SITE, WILL BE SECURE FROM INTERFERENCE, VIRUS-FREE, OR FREE OF OTHER HARMFUL COMPONENTS. THE SITE IS CONTROLLED, OPERATED, AND ADMINISTERED BY COMPANY FROM ITS OFFICES WITHIN THE UNITED STATES. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SITE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ACCESS THE SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND COMPANY ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS. ANY OFFER FOR ANY SERVICE OR GOOD MADE IS VOID WHERE PROHIBITED.
13. Limitation of Liability
YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER, OR THAT YOU ARE ONLY USING THE SITE UNDER THE SUPERVISION OF A PARENT OR GUARDIAN. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE. NEITHER COMPANY NOR ANY OF COMPANY’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO YOUR USE, OF OR INABILITY TO USE, THE SITE OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, OR FOR LOST DATA OR LOST PROFIT, EVEN IF COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THE SITE, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SITE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON COMPANY’S COMPUTERS AND/OR SERVERS. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF COMPANY’S SITE AND ASSOCIATED SERVICES. UNLESS OTHERWISE SPECIFIED IN THESE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, OR ITS PARENT, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS—WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY—ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED THE TOTAL AMOUNT YOU PAID TO COMPANY TO UTILIZE THE SITE WITHIN THE PRECEDING THREE (3) MONTHS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. Additional Disclaimers
THE SITE, TOGETHER WITH ANY DOCUMENTS ISSUED BY COMPANY OR ITS SERVICE PROVIDERS, AFFILIATES, OR BUSINESS PARTNERS AND AVAILABLE THROUGH THE SITE, MAY CONTAIN CERTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE BASED ON COMPANY’S CURRENT EXPECTATIONS AND ARE SUBJECT TO UNCERTAINTY AND CHANGES IN CIRCUMSTANCES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE EXPECTATIONS DUE TO CHANGES IN GLOBAL ECONOMIC, BUSINESS, COMPETITIVE MARKET, AND REGULATORY FACTORS. MORE DETAILED INFORMATION ABOUT THOSE FACTORS IS CONTAINED IN COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NOT ALL GOODS AVAILABLE THROUGH THE SITE ARE ELIGIBLE FOR EXPORT IN ALL COUNTRIES. YOU ASSUME THE RESPONSIBILITY TO ENSURE THAT ANY GOODS PURCHASED FROM THE SITE ARE IN FULL COMPLIANCE WITH ANY AND ALL CODES, REGULATIONS, STANDARDS, AND OTHER REQUIREMENTS IN CONNECTION WITH THE IMPORT, EXPORT, AND/OR USE OF THE PURCHASED GOODS IN THE JURISDICTION(S) IN WHICH THE GOODS WILL BE SHIPPED, PLACED, USED, OR OTHERWISE SENT.
15. Indemnification and Remedies
You agree to indemnify, defend, and hold harmless Company and its employees, subsidiaries, affiliates, agents, representatives, distributors, and licensors, from and against any claim, demand, damages, cost, expenses, and liabilities, including reasonable attorneys’ fees, which may arise from or be related to: (a) your use of the Site; (b) Content you post or submit to the Site; or (c) your breach of any provision of these Terms or any warranty provided hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Unless otherwise specified in these terms, you agree that if you are dissatisfied with the Site or any services offered in connection with the Site, do not agree with any part of these Terms, or have any other dispute or claim with or against Company with respect to these Terms or the Site, your sole and exclusive remedy is to discontinue using the Site.
16. Intellectual Property Indemnification
Company shall indemnify and hold you harmless from any rightful claim of any third party that good or service offered on the Site infringes a patent in effect in the jurisdiction where such good or service was provided by Company to you. You shall notify Company promptly of the receipt of any such claim, shall not take any position adverse to Company regarding such claim, and give Company information, assistance, and exclusive authority to settle and defend the claim.
Company shall, at its own expense and choice, either (i) settle or defend the claim and pay all damages and costs awarded in it against you, (ii) procure for you the right to continue using the good or service, (iii) modify or replace the good or service so that it becomes non-infringing, or (iv) remove the infringing good or service, or cease performance of the service, and refund the price. The foregoing list states the entire liability of Company for intellectual property infringement of any good or service.
You shall be fully liable for any infringement of intellectual property rights, including patent rights, of third parties arising out of the goods or services supplied within these Terms of Use and any other agreement or policy referenced herein where the construction or other characteristics of such goods or services such as design, specifications, requirements, or modification of the good or service, are prescribed to Company, or completed independently, by you or your agent. You shall fully defend and indemnify Company in case of such claim(s). You shall indemnify Company and hold Company harmless for any patent infringement by a good or service in the event that you modify the goods or services provided by Company, or that you use the good or service in combination with other goods, services, and/or other features which were not explicitly authorized by Company.
17. Choice of Law and Venue
The laws of the Commonwealth of Pennsylvania shall govern the validity, performance, enforcement, interpretation, and any dispute that may arise between the parties with respect to these Terms, without giving effect to any principles of conflicts of laws. The parties agree that any action or proceeding arising out of these Terms or your use of the Site, whether at law or in equity, must be brought in the state or federal courts located in Philadelphia County, Pennsylvania and you hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts. You further agree to file any cause of action with respect to these Terms within one (1) year after the cause of action arises. You agree that a cause of action filed after this date is barred.
18. General Terms
These Terms, including any documents referenced herein, represents the entire understanding between you and Company regarding your relationship with Company and use of the Site, and supersedes all other agreements, express or implied, written or oral, between you and Company. These Terms shall not be modified except as provided for herein or in writing, signed by an authorized representative of Company.
If any provision of these Terms is determined to be invalid or unenforceable for any reason whatsoever, the remainder of these Terms shall be enforced to the extent possible, and the offending provision shall be treated as though not a part of these Terms. Company’s failure to act with respect to a breach of these Terms by you or others does not constitute a waiver of its rights with respect to that breach or any subsequent breach, nor shall it constitute a waiver of any other rights under these Terms. Notwithstanding any provision of these Terms, Company has available all remedies at law or equity to enforce these Terms. Company shall have the right to assign these Terms and to sublicense any and all of its rights and under these Terms. You agree to execute any documents that may be necessary to complete any Company assignments or sublicensing.
You agree that there shall be no requirement to translate the Site, or any portion thereof or content thereon, into any other language than the one in which they appear, that all contractual and transactional communications shall be in the English language, and that there shall be no requirement to translate any communication into any other language.
You acknowledge and agree that the provisions, disclosures, and disclaimers set forth in these Terms reflect a fair and reasonable allocation of risk between you and Company, and is not the result of fraud, duress, or undue influence exercised upon you by any person or entity. Any rights not expressly granted herein are reserved.
19. U.S Government Contracts
This section applies where an applicable agreement is for the direct or indirect sale of goods and services to any agency of the U.S. Government and/or is funded in whole or in part by any agency of the U.S. Government. You agree that all goods and services provided by Company meet the definition of “commercial-off-the-shelf” (“COTS”) or “commercial item” as those terms are defined in Federal Acquisition Regulation (“FAR”) 2.101. To the extent the Buy American Act, Trade Agreements Act, or other domestic preference requirements are applicable, the country of origin of goods is unknown unless otherwise specifically stated by Company in an applicable agreement. A buyer agrees that any services offered by Company are exempt from the Service Contract Act of 1965 (FAR 52.222-41). The version of any applicable FAR clause listed in this section shall be the one in effect on the effective date of an applicable agreement. If you are an agency of the U.S. Government, then as permitted by FAR 12.302, you agree that all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms of Use and any other agreement or policy referenced herein. You further agree the subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the prices under an applicable agreement.
20. Privacy Policy
Company respects and is committed to security and confidentiality of your personal information. Please review our Privacy Policy, which also governs your use of the Site, to understand Company’s privacy practices. By visiting or using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, which is hereby incorporated by reference into these Terms. Please see our Privacy Policy for more information.
21. General Terms and Conditions
You are able to purchase goods and services through the Site. Before making purchases through the Site, please review the Company’s General Terms and Conditions. By purchasing goods and services through the Site, you agree to the terms of the General Terms and Conditions, which are hereby incorporated by reference into these Terms.
22. Changes to these Terms
We reserve the right, in our sole discretion, to revise these Terms at any time. Any changes to these Terms will be included in a revised version accessible through the Site. Your continued use of the Site following posting of any changes to these Terms constitutes your unconditional acceptance and agreement to be bound by the changed terms. Accordingly, we urge you to review these Terms at the start of each use of the Site. If you do not agree to these revised Terms of Use, do not access or use the Site.
23. Notices
Where required, Company may give notice to you by a general posting in the Site, by electronic mail, or by conventional mail to your address of record. You may give notice to Company by electronic mail or by conventional mail to the address below. If you have any questions about these Terms, the practices of the Site, or your dealings with Company, please contact us at:
Attn: Compliance Officer
Veolia Water Technologies & Solutions
3600 Horizon Boulevard Trevose, PA 19053
Email: vtc.vwts.dataprivacy.wts.all@veolia.com
ESTORE PURCHASE TERMS OF USE
Please read these eStore Purchase Terms of Use (the “Terms”) carefully before you (“you” or “Buyer”) make any purchases through the website, https://estore.watertechnologies.com/ (the “Site”). The Site is owned by Veolia USA, Inc. (“Company,” “we,” “us,” “our”). Company and its affiliates provide the Site to you (the “user”, “you”, and “your”, as applicable) for the purpose of purchasing products and services and subject to your acceptance of and compliance with these Terms. This version of these Terms replaces and supersedes any prior terms of use applicable to the Site. Company and you may be referenced individually as a “Party” and collectively as the “Parties.”
1. Buyer Obligations.
Goods and services provided on the Site are based upon the information you make available to Company, and Company reserves the right to utilize the most compact and feasible design compatible with sound engineering practices, and to make changes in details of design, construction, and arrangement of goods unless precluded by limitations (including, but not limited to actual space and feedwater/substance quality specifications) specified by Buyer in writing at the time an order is placed. If no such limitations are specified, Company shall not be held responsible for incompatibility of the goods and services due to changes in feedwater/substance quality specifications or site conditions nor for incompatibility with actual space or design limitations, which were not initially disclosed by you but become apparent at a later date.
For services to be accurate and goods to work as intended, you must fulfill the following obligations (“Obligations”): (a) provide Company complete and accurate information and data relevant to the scope of work to be provided, such as information related to your site conditions, systems, related equipment and processes, feedwater, or other substances to be treated or measured with the goods, including any hidden, unapparent, or changing conditions that may affect the effectiveness of the goods; (b) operate all related systems and the goods within the agreed to control parameters or, if none, within industry customary operating conditions; (c) maintain all related systems and goods in good operating condition and repair; and (d) maintain and handle goods in a proper and safe manner. If you fail to fulfill the foregoing Obligations, Company shall be relieved of any warranties or other commitments made to you in writing, and Company shall have no liability for any loss, damage, or injury which you may sustain or for which you may be liable.
You are solely responsible for the operation of your systems, including ensuring that the systems are operated and maintained properly and comply with all laws, rules, regulations, license conditions, and orders. Company will not operate, inspect, or maintain your systems or act as a licensed operator as defined by local regulatory authorities. Goods and services sold by Company are not intended for use in connection with any nuclear facility or activity. You shall not sell or permit the use of the goods in connection with any nuclear installation or activity without the prior written consent of the Company. If, in breach of these Terms, any such use occurs, Company (including its parent, affiliates, suppliers, and subcontractors) disclaims all liability for any nuclear or other damage, injury, or contamination, and, in addition to any other rights of Company, you shall indemnify and hold Company (including its parent, affiliates, suppliers, and subcontractors) harmless against all such liability. You shall maintain all risk, property, and boiler and machinery breakdown insurance covering the full replacement value of your site, systems, and related equipment, together with business interruption coverage, which includes a waiver of subrogation in favor of Company and its affiliates.
2. Delivery.
All delivery designations are INCOTERMS 2010. Title and risk of loss or damage to goods as well as containers and tanks in which goods are contained, shall pass to you upon Company making the goods available to you for collection at Company’s premises. Delivery dates indicated by Company are only approximate. Quotations and proposal drawings provided by Company show only general style, arrangement, and approximate dimensions and weight. If any part of the goods cannot be delivered when ready due to any cause not attributable to Company, you shall designate an alternate storage location, and Company shall ship such goods to storage. Title and risk of loss shall thereupon pass to Buyer, and amounts payable to Company upon delivery or shipment shall be paid by you along with expenses incurred by Company. Services provided herein shall be charged at the rate prevailing at the time of actual use, and you shall pay directly all costs for storage and subsequent transportation. Your failure to take delivery of the goods shall be a material breach of these Terms.
3. Payment and Prices.
Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Company’s invoice, which shall be issued at the time of shipment. The prices quoted herein do not include taxes or duties. You shall be directly responsible, and reimburse Company, for the gross amount of any present or future bond, sales, use, excise, value-added, environmental, or other similar tax or duty applicable to the price, sale of delivery of any goods or services furnished hereunder. You shall provide to Company, within one (1) month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes. Unless you have furnished Company with evidence of tax exemption or direct pay permit acceptable to taxing authorities prior to the execution of these Terms, Buyer shall pay all taxes as invoiced by Company and Company is relieved of any obligation to (i) apply any tax exemption or direct pay permit, and/or (ii) refund to you any tax paid by the Company. Company’s invoices will only be issued without domestic VAT where you either make available to Company your valid VAT number in the case of an intercommunity supply or provide a valid certificate or acceptable statement for VAT or duty exemption.
If you are to arrange export or intercommunity shipment, upon request by Company, you agree to provide free of charge to Company evidence of exportation or intercommunity shipment that makes reference to Company’s invoice number and this documentation is acceptable to the relevant tax or custom authorities. In the event that there is either a failure to meet any of the above conditions or the information or documentation provided is deemed to be defective in any way by the tax or custom authorities, then the Company will have the right to separately invoice you for any taxes, VAT, or duties payable together with any interest or penalties that Company incurs as a result and you shall pay this invoice in accordance with the payment terms of these Terms.
For multi-year agreements, pricing stated shall remain firm for twelve (12) months, after which Company shall be entitled to adjust pricing upward on an annual basis according to the designated formula used by Company in your country. You will provide to Company a new purchase order at least thirty (30) days before expiration of any purchase order issued under these Terms. If purchase orders are not renewed or new purchase orders issued by you within this time scale, Company, without any liability and without being subject to any penalties that may be applicable as negotiated with you , may either: (a) decline to make deliveries of goods or provide services; or (b) if requested in writing by you, continue to deliver goods and services subject to new prices that may be applicable and invoice you for these under the expired purchase order at prices in effect as of that date. Buyer agrees to be bound to pay such invoices in accordance with the payment terms of these Terms.
Unless otherwise specified, all prices are INCOTERMS 2010 FCA Company’s premises. You agree to reimburse Company for collection costs, including two percent (2%) interest per month, not to exceed the maximum amount permitted by applicable law, should you fail to timely pay. You shall have no rights to any setoffs of any nature relating to any payments due under these Terms.
Notwithstanding the terms set forth herein or of any agreement or acceptance of Company’s quotation, Company reserves the right at any time and from time to time by notice in writing to the Buyer to (a) increase prices (or impose temporary price adjustments) based on increases in the cost of base components for the goods or services provided, where the increase is due to increased global demand, limited supply, temporary product shortages, allocation of supply, or such other similar inflationary pressures; and (b) impose a surcharge equal to any increase in the cost of the goods or services as a result of a modification of exchange rates, taxes, or other levies imposed by public authorities.
4. Payment for Excessive Usage; Lost and Damaged Goods.
If payment for goods is based on some factor other than the actual amount of goods delivered (e.g., payment is for a fixed amount, or based on usage or production), then you agree to pay for all goods (a) consumed as a result of your failure to comply with the Obligations; or (b) lost or damaged after delivery to you. You agree to provide Company all information necessary to calculate amounts due and enable Company to audit those records.
5. Consigned Goods.
If goods are being made available to Company under a consignment arrangement, additional terms and conditions shall be applicable and shall be provided by Company.
6. Limited Warranties.
Company warrants that the goods shall conform to Company’s specifications and shall be free from defects in material and workmanship when at all times operated in accordance with Company’s written instructions; and that the services will be performed with the degree of skill which can reasonably be expected from a seller engaged in a comparable business and providing comparable services under comparable circumstances.
Under no circumstances do services include the operation, inspection, or maintenance of your systems or acting as a licensed operator as defined by local regulatory authorities. Unless otherwise provided in a warranty schedule issued by Company, the foregoing warranties are valid: (a) for Chemicals, the earlier of, the shelf-life of the product, or six (6) months from their date of delivery or the provision of services; (b) for Consumables, including Filters and Membranes, twelve (12) months from their date of delivery; (c) for goods other than Chemicals and Consumables, the earlier of, fifteen (15) months from receipt, or twelve (12) months from start-up/first use; (d) for Software, nine (9) months from the date of receipt. Unless expressly agreed in a performance warranty schedule signed by Company and you on a separate basis, there is no performance warranty on goods or services or warranty on process results.
For goods not manufactured by Company, the warranty shall be the manufacturer’s transferable warranty only. Any claim for breach of these warranties must be promptly notified in writing or the claim will be void. Company’s sole responsibility and your exclusive remedy arising out of or relating to the goods or services or any breach of these warranties is limited to, at Company’s option: (a) replacement of non-conforming goods or refund of purchase price of the non-conforming goods; and (b) re-performance of the services at issue, or a refund of the amount paid for the services at issue. No allowance will be made for repairs or alterations made by you without Company’s written consent or approval. Goods may not be returned to Company without Company’s written permission. Company will provide you with a “Return Material Order” number to use for returned goods. You are not entitled to extend or transfer this warranty to any other party. The foregoing warranties are in lieu of and exclude all other warranties, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose.
7. Use of Equipment, Tanks, and Containers.
Semi-bulk containers (“SBCs”) owned by Company shall be used only for the storage of goods approved by Company and you shall return to Company all SBCs owned by the Company in an “empty” condition, as defined by appropriate transport or environmental regulations. Title to, and risk of loss or damage of, all equipment, product containers (e.g., pails, drums, recyclable intermediate bulk containers “IBC”), and tanks supplied to you shall pass to you as provided for in Section 2 of these Terms, except that returnable SBCs shall remain property of Company, unless otherwise stated in Company’s documentation.
8. Compliance with Laws; Permits.
You are responsible for compliance with all laws and regulations applicable to the operation of your systems and to the storage, use, handling, installation, maintenance, removal, registration, and labeling of all goods from and after your receipt of the good, as well as for the proper management and disposal of all wastes and residues associated with the goods and signing manifests for waste transport and disposal. You are responsible for ensuring that all goods and services provided to you for export are exported in compliance with applicable export control laws and regulations. Permits and licenses which are required to operate apparatus or equipment or to use the goods, shall be procured by you at your expense. You shall be responsible for and procure all permits, licenses, exemptions, authorizations, and approvals necessary to the operation of its systems, including but not limited to permits related to liquid and solid waste handling and discharge, air and water emissions, sound, safety, etc
Company shall not be liable if any such permit, license, exemption, authorization, or approval is delayed, denied, revoked, restricted, violated, or not renewed and you are not to be relieved thereby of your obligations to pay Company in accordance with these Terms. Company’s obligations are conditioned upon your compliance with all applicable trade control laws and regulations. You shall not trans-ship, re-export, divert, or direct goods (including related equipment, software and technical data) other than in and to the ultimate country of destination declared by you and specified as the country of ultimate destination on Company’s invoice. The obligations of the parties to comply with all applicable trade control laws and regulations shall survive any termination or discharge of any other contract obligations.
9.Limitation on Liability.
COMPANY, INCLUDING ITS AFFILIATES, SUBCONTRACTORS AND SUPPLIERS OF ANY TIER, AND THEIR RESPECTIVE AGENTS AND EMPLOYEES (“COMPANY & AFFILIATES”), SHALL HAVE NO LIABILITY FOR INCOMPATIBILITY OF GOODS WITH YOUR ACTUAL SPACE OR DESIGN LIMITATIONS. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COMPANY & AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THESE TERMS OR USE OF ANY GOODS OR SERVICES SHALL NOT EXCEED THE TOTAL PRICE PAID BY YOU. COMPANY & AFFILIATES SHALL NOT BE LIABLE FOR ANY ADVICE, INSTRUCTION, ASSISTANCE, OR ANY SERVICES THAT ARE NOT REQUIRED HEREUNDER OR FOR WHICH COMPANY & AFFILIATES DOES NOT CHARGE YOU.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, COST OF CAPITAL OR REPLACEMENT WATER OR POWER, DOWNTIME COSTS OR INCREASED OPERATING COSTS, LOST OR DECREASED PRODUCTION, CLAIMS OF YOUR CUSTOMERS FOR SUCH DAMAGES OR ANY SIMILAR OR COMPARABLE DAMAGES, OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, IRRESPECTIVE OF WHETHER ARISING FROM ACTUAL OR ALLEGED BREACH OF WARRANTY, INDEMNIFICATION, PRODUCT LIABILITY OR STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
IF YOU ARE SUPPLYING, OR OTHERWISE MAKING AVAILABLE, COMPANY GOODS OR SERVICES TO A THIRD PARTY, YOU AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD COMPANY, ITS CORPORATE SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FREE AND HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES, LIABILITIES, CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, OR OTHER LITIGATION, ARISING OUT OF OR RELATED TO COMPANY GOODS OR SERVICES PROVIDED BY YOU TO A THIRD PARTY, INCLUDING BUT NOT LIMITED TO PRODUCTS OR SERVICES THAT MAY BE RELATED TO COMPANY GOODS OR SERVICES.
COMPANY & AFFILIATES’ LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT YOU MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUT IN NO EVENT LATER THAN FIVE (5) MONTHS AFTER EXPIRATION OF SUCH WARRANTY PERIOD.
10.Conflicts; No Third Party Beneficiary Rights.
If there is any conflict between these Terms and any written proposal or quotation provided by Company, then the terms and conditions set forth in the proposal or quotation shall prevail. Except as otherwise specified in these Terms, these Terms shall be binding upon and inure only to the benefit of the parties, and their respective successors and permitted assigns, and no other party, including any employee or creditor of any party hereto or any affiliate thereof, shall have any rights or obligations hereunder.
11. Excusable Delays.
Company shall not be liable nor in breach or default of its obligations under these Terms to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of Company, including, but not limited to: acts of God, natural disasters, unusually severe weather, fire, kidnapping, civil unrest, armed conflict, terrorism, war (declared or undeclared), pandemics or epidemics, material shortages, insurrection, acts (or omissions) by you or your contractors/suppliers or agents, any act (or omission) by any governmental authority, states of emergency, strikes, labor disputes, transportation shortages, vendor non-performance, or accidents at Company’s premises beyond its control that create an unsafe work environment (collectively, “Force Majeure Events”).
The delivery or performance date shall be extended for a period equal to the time lost by reason of delay or non-performance, plus such additional time as may be necessary to overcome the effect of the delay or non-performance. If delivery or performance is delayed for a period exceeding 180 (one hundred and eighty) days, either Company or you may terminate a purchase order without further liability provided
(a) Buyer agrees to pay for all goods in Buyer's possession or for which title has passed to Buyer, at current prices or at such other prices as have been agreed to in writing; and (b) all amounts owing, if any, for the equipment or tanks relating to those goods shall immediately become due and shall be paid within thirty (30) days of receipt of an invoice. If Company is delayed by Buyer’s acts (or omissions), or by the prerequisite work of your contractors or suppliers, Company shall be entitled to an equitable adjustment in schedule, price and/or performance, as applicable.
12. Right to Suspend.
Notwithstanding any other term set forth herein, Company may, in its sole discretion, with or without notice, suspend, change, or impose limits on delivery of goods and services, or any portion thereof, either temporarily or permanently, without any liability to Company by Buyer or third parties.
13. U.S Government Contracts.
This Section 13 applies only if these Terms is for the direct or indirect sale to any agency of the U.S. Government and/or is funded in whole or in part by any agency of the U.S. Government. You agree that all goods and services provided by Company meet the definition of “commercial-off-the-shelf” (“COTS”) or “commercial item” as those terms are defined in Federal Acquisition Regulation (“FAR”) 2.101. To the extent the Buy American Act, Trade Agreements Act, or other domestic preference requirements are applicable, the country of origin of goods is unknown unless otherwise specifically stated by Company in these Terms. Buyer agrees that any services offered by Company are exempt from the Service Contract Act of 1965 (FAR 52.222-41). The version of any applicable FAR clause listed in this Section 13 shall be the one in effect on the effective date of these Terms. If you are an agency of the U.S. Government, then as permitted by FAR 12.302, you agree that all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms. You further agree the subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the prices under these Terms.
GENERAL TERMS AND CONDITIONS OF SERVICE INSIGHT & HUBGRADE WATER FOOTPRINT
The present General Terms and Conditions of Service (as defined hereinafter) are entered into by and between Veolia WTS USA, Inc. d/b/a Veolia Water Technologies & Solutions (“VWTS”) or the VWTS Affiliate identified in the Proposal (collectively, “Veolia”), and the Customer (as defined hereinafter) and are effective as of the earlier of the date specified in the Proposal for InSight™ or HUBGRADE™ Water Footprint, as otherwise agreed upon in writing by the Parties, or the date the Customer or User first accesses the Platform or Services (hereinafter the “Effective Date”). Any acceptance of any Proposal by the Customer constitutes acceptance of the present General Terms and Conditions of Service).
1. DEFINITIONS
“Affiliate”: means with respect to a Party any legal entity, partnership, joint venture, equity company or other type of company, including in particular any and all subsidiaries which, directly or indirectly, controls a party and/or is under the control of a party and/or is under the control of the ultimate parent company of one party, and “control” shall mean the ability, directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise.
“Agreement”: means the agreement as entered between Veolia and the Customer as of the Effective Date for the performance of the Services and composed of the contractual documents further listed in Article 3.
“Business Hours”: means the hours of 9:00 A.M. to 5:00 P.M. Eastern Time, Monday through Friday (holidays excepted).
“Confidential Information”: all confidential information, howsoever recorded, preserved or disclosed, disclosed by a Party to the other Party after the Effective Date including but not limited to (a) any information that would be regarded as confidential by a reasonable business person relating to (i) the business, affairs, customers, clients, suppliers, plans of the disclosing Party or of the disclosing Party's group of companies; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party or of the disclosing Party's group of companies; and (b) any information or analysis derived from any such confidential Information.
“Connectivity Solution”: means the hardware(s) and/or software solution(s), either set up by Veolia or the Customer, which is necessary for any collection of Equipment Data, transfer thereof to the Platform and making any Equipment Data available in return to the Equipment as the case may be in order to perform the Services (subject to the relevant Services and subscription level purchased by the Customer).
“Customer”: means the legal entity (as further identified in the Proposal) which enters the Agreement as the counterpart of Veolia; it may also be hereinafter referred to individually as a “Party” and together with Veolia as the “Parties”.
“Deliverable”: means any tangible creation developed as a result of or in connection with the Services and provided to the Customer as part of the Services, such as data sets, documents, images, photographs, graphics, videos, manuals, visuals, models, Reports, including their supporting documentation, whatever they may be.
“Equipment”: means any equipment or key plant asset such as boilers, cooling towers, condensers, reverse osmosis, ultrafiltration membrane equipment, and tanks, together with the related sensors as the case may be, of the Customer within any relevant Service Area, as may be further referred to and described in the Proposal, which will be serviced in any manner pursuant to the Agreement.
“Equipment Data”: means (i) any data and/or meta-data collected from the Equipment by the Connectivity Solution and transmitted to the Platform or uploaded by the Customer to the Platform in the context of using the Services and as the case may be any data made available in return to the Equipment, and (ii) any data contained in any Deliverable which is originated from the raw data of the Equipment either in using the Platform or performing the Services and which may include man-made observations and interpretation data.
“Expertise Data”: means any data which has not been collected via the Connectivity Solution and originates either from the public domain or the anonymization of other customers’ data and which is provided by Veolia to the Customer in the course of performing the Services.
“General Terms and Conditions of Service” or “General Terms and Conditions”: means the present document that provides for the general terms and conditions applicable to any Services to be performed by Veolia pursuant to the Agreement.
“InSight” or “InSight Solution”: means Veolia’s cloud-based asset performance management solution that provides greater visibility and transparency into Customer’s key performance indicators through features such as customizable dashboards, plant and asset-level visibility, alarms, trending asset performance, customizable reports, and analytics. Veolia offers two subscription levels to InSight: InSight Start and InSight Boost. Subscription to InSight is governed by these General Terms and Conditions and the Proposal.
“InSight Platform”: means the cloud-based software solution which can be accessed via the following URL https://insight.watertechnologies.com/ or any other URL as may be relevant, as well as all its databases and graphic, audio, visual, software and textual components. The InSight Platform gives each Customer access to the InSight Solution it has subscribed to pursuant to the Proposal. The InSight Platform is owned and published by Veolia.
“Log-In Credentials”: means the username and the password entered by any User to access and use the Services.
“Notification”: means any notification that is sent to a User in the course of using the InSight Solution or Water Footprint Solution.
“Personal Data”: has the meaning set forth in applicable law.
“Platform” means the InSight Platform or Water Footprint Platform that provides
access to the InSight Solution or Water Footprint Solution, as applicable, and as subscribed to by Customer pursuant to the Proposal.
“Prerequisite”: means any condition the Customer must achieve prior to a Service being performed as further defined in Article 5 hereof.
“Proposal”: means the business and technical proposal whereby Veolia proposes the InSight or Water Footprint Services, as applicable, for subscription to the Customer including but not limited to a quote, order form, statement of work, or any amendment thereof or update thereto.
“Reports”: any memoranda, data, recommendations, calculations, measurements, estimates, notes, certificates and other material prepared by Veolia and provided to the Customer or automatically produced by the Platform in the course of performing the Services, together with status summaries or any other communication from Veolia to the Customer in any form describing the results of any work or services performed.
“Service”: means the InSight Solution, Water Footprint Solution, or related service as subscribed by the Customer pursuant to the Proposal and performed by Veolia in accordance with the terms and conditions of this Agreement.
“Service Area”: means the geographical location where any Services will be performed, whether remotely or not; it comprises at least any Equipment and any related Connectivity Solution plus any relevant plants, structures, tanks, networks, buildings, rooms, closets, servers or other as the case may be.
“User”: means any natural person who is an employee or a representative of the Customer and is properly authorized by it for using the InSight Solution or Water Footprint Solution.
“User Account”: refers to the account of any User.
“User Content”: means any content posted, uploaded or published in any manner by any User on or through the InSight Solution or Water Footprint Solution, including but not limited to any and all comments filled by any User in open field(s) or in any room dedicated to that purpose, as well as any other content which may be provided by any User to Veolia.
“Water Footprint” or “Water Footprint Solution”: means Veolia’s cloud-based solution providing plant managers and sustainability leaders with plant-level environmental usage dashboards and project management tools related to water, energy, waste, and greenhouse gas emissions. Subscription to Water Footprint is governed by these General Terms and Conditions and the Proposal.
"Water Footprint Platform” means the cloud-based software solution which can be accessed via https://footprint.watertechnologies.com/ or any other URL as may be relevant, as well as all its databases and graphic, audio, visual, software and textual components. The Water Footprint Platform gives each Customer access to the Water Footprint Solution it has subscribed to pursuant to the Proposal. The Water Footprint Platform is owned and published by Veolia.
2. RESERVED
3. CONTRACTUAL DOCUMENTS
The Agreement is composed of the following contractual documents, including any appendices and schedules thereof:
* A commercial agreement signed by the Parties (if applicable);
* the Proposal; and
the present General Terms and Conditions of Service. In the event of any conflict, discrepancy or inconsistency, the terms of the aforementioned documents shall prevail in the descending order of priority in which they are listed hereinabove. The Parties acknowledge and agree that any attempt by the Customer to impose its own terms and conditions, for example by referring to different terms in any order for purchase of any Service shall be invalid, void and of no effect.
Any Proposal is deemed to refer, whether expressly or not, to the present General Terms and Conditions.
4. COMPLIANCE WITH CUSTOMER’S NEEDS
The Customer acknowledges and agrees that any Services provided by Veolia under this Agreement shall be for the Customer's use and benefit only. Any Services, including any produced Reports, will be performed by Veolia within the limits of the scope of work agreed upon with the Customer in the Proposal and where needed pursuant to the Customer's specific instructions or, in the absence of such instructions, in accordance with any relevant trade custom, usage or practice.
5. PREREQUISITES
As a condition to any Services being performed by Veolia, the Customer shall (the “Prerequisites”):
1. at all times own or have any other sufficient title to the Equipment (including where taken over) and any part thereof, including to any Equipment Data;
2. provide and maintain at all times a high-speed internet connection free of interruption (unless otherwise agreed to in writing between the Parties) plus supply of all required utilities (including electricity);
3. grant and maintain at all times access to its network and/or information systems to the extent reasonably required by Veolia to perform the Services;
4. at all times grant access to the Service Area, including to any Equipment and/or Connectivity Solution, in accordance with Section 6.1; and where applicable, have its Connectivity Solution properly set up and audited by Veolia as per Section 6.2 and maintained accordingly, without being misused or damaged in any manner;
5. have established and maintained at all times sufficient internal controls (technical and organisational) in order to minimise the risk and consequences of errors or breakdowns in both the Platform and Service provided by Veolia; and
6. furthermore fulfil any additional prerequisite set forth in the Proposal and/or in any applicable Specific Terms and Conditions.
Neither Veolia nor any Affiliate thereof shall have any liability vis a vis the Customer and the Customer shall indemnify and hold Veolia and any Affiliate thereof harmless from any consequences, including any damages, losses, liabilities or third party claims (including any reasonable costs and expenses such as costs of defence and law firms) which may arise from or be connected to any failure or delay from Veolia in performing the Services if any such failure or delay is caused by or attributable to a delay or default from the Customer in fulfilling any Prerequisite.
6. CONNECTIVITY SOLUTION
6.1. Access to the Customer premises and Service Area:
Upon first demand from any employee or representative of Veolia who may reasonably need to perform any action on any Connectivity Solution (including but not limited to any set up, operation, software maintenance or inspection thereof), the Customer shall at all times grant access to any relevant Service Area, including to any Equipment and/or Connectivity Solution, to any such employee or representative. Where the Customer has provided Veolia with any safety regulations applicable within any such Service Area, Veolia shall instruct such employees or representatives to comply with any such safety regulations.
The Customer shall take all required measures to prevent any non-authorized persons from entering any such Service Area and unless otherwise agreed to in writing with Veolia, shall not allow any person other than any such employees or representatives of Veolia to operate, alter, repair, relocate, interrupt, regenerate, adjust or tamper with any such Connectivity Solution (including its own personnel).
6.2. The Connectivity Solution set up and maintenance:
Unless otherwise set forth in the Proposal, the set-up of any Connectivity Solution within any relevant Service Area shall be performed as follows:
* where Veolia has supplied any such Connectivity Solution to the Customer, Veolia shall set up any such Connectivity Solutions or instruct the Customer how to proceed therewith; moreover, in such a case Veolia shall carry on any required maintenance of the software (and firmware as the case may be) of any such Connectivity Solution through regular updates applied via any available communication channel;
* otherwise, the Customer agrees that it shall comply with any specifications and requirements from Veolia with regards to any such Connectivity Solution (for both set-up and maintenance thereof).
In either cases, the Customer furthermore agrees to be entirely responsible for the perimeter security of any such Connectivity Solution.
Upon first demand from Veolia to check in any manner on the proper fulfilment of any Connectivity-Solution-related Prerequisite, the Customer shall grant access to any such employee or representative to any relevant Service Area and Equipment (including but not limited to any information, data or material they may reasonably require to).
The Customer shall hold Veolia harmless from any consequences of any damages to any Connectivity Solution in the Service Area unless such damages are directly and exclusively attributable to the negligent act or omission of Veolia, its employees or representatives.
6.3. Leased Connectivity Solution following expiry or termination:
Where the Customer leases any Connectivity Solution (or part thereof) from Veolia, the Customer shall:
* as soon as reasonably practicable following expiry or termination of the Agreement, dismantle and return any such Connectivity Solution to Veolia or, if not performed accordingly, agree to pay to Veolia all reasonable costs and expenses arising from the need for it to send competent operator(s) on-site to proceed to such dismantling and return; and
* in case any defect to the Connectivity Solution is detected by Veolia within 15 days from any such return, charge the Customer with the full price of the Connectivity Solution by an invoice which will become immediately payable upon receipt.
7. PLATFORM LIMITED LICENSE
7.1 Grant of the Limited License:
In consideration of the performance of its payment obligations by the Customer in accordance with this Agreement, Veolia hereby grants the Customer a limited, site-specific, non-exclusive, non-sublicensable and non-transferable license (the “Limited License”) to access and use through any User (i) the InSight Platform or Water Footprint Platform, as applicable, via the internet, in object code form only on a data as a service (“DaaS”) basis, solely for its own internal business purposes; and (ii) the Expertise Data provided in the course of performance of the Services, in any case for the internal business purposes of the Customer only and subject to any further conditions set forth in this Agreement, and the Customer hereby accepts such Limited License without any reservation.
The Customer acknowledges and agrees that (i) Veolia is the sole and exclusive owner of and has sole and exclusive title to any and all intellectual property rights related to the Platform, InSight Solution and Water Footprint Solution, and that (ii) no transfer or assignment whatsoever of any such intellectual property rights thereto is hereby contemplated or granted.
7.2 Obligations of the Customer as grantee of the Limited License:
Both Parties shall take any commercially reasonable security measures (both technical and organizational) required to prevent or mitigate any cyber-attack on or failure of its information system which may have adverse consequences or effect on the availability, functioning or performance of the Platform. Should any unauthorized access to or use of the Platform. come to its knowledge, the Customer agrees to notify Veolia of it as soon as practically possible.
Except to the extent required by any applicable law (and which cannot be excluded by mutual agreement of the Parties), the Customer agrees as material obligations not to:
* try to copy, modify, reproduce, create any derivative work, alter, create a mirror, republish, download, attach, transmit or distribute all or part of the components of the Platform that are the object of the Services in any way, in any medium, or by any means whatsoever;
* try to decompile, disassemble, perform any reverse-engineering or render comprehensible in any way all or part of the Services or the Platform outside the conditions prescribed by applicable law;
* access all or part of the Platform for the purpose of conceiving a competing application or service, or for any purpose other than the authorized purpose expressly set forth in this Agreement;
* access the Platform in the form of source code, decompile the relevant software or proceed to reverse engineering;
* try in any way whatsoever to suppress or override any technological protection measure, or use or manufacture with a view to selling or leasing, importing, distributing, renting, offering for sale or lease, promoting sale or lease or possessing for the purpose of private or commercial use any means to facilitate the unauthorized suppression or overriding of any security measures;
* unless otherwise agreed to in this Agreement, use the Platform, and/or the Services in order to provide services to third party/ies or grant sub-license on the Limited License, sell, rent, assign, allocate, distribute, display, disclose, commercially exploit or to make available the Platform in any way to any third party.
7.3 Infringement Warranty:
Unless otherwise stated elsewhere in this Agreement, Veolia warrants to the Customer that the Platform does not infringe any copyright, patent, trademark and/or trade secret of any third party.
All intellectual property rights, including any source code of the Platform, algorithms, databases, interfaces, brands, logos and trademarks, etc and any and all patents on technical solutions that form part of or are used in the performance of the Services, etc. are the exclusive property of Veolia (or any Affiliate thereof) and cannot be reproduced, represented or used in any manner whatsoever without the express prior written authorization therefrom.
Veolia shall hold the Customer harmless from any proven or alleged infringement or misappropriation claim or action by any third party with respect to the use of the Platform and indemnify and defend the Customer against all such claims, actions and expenses (including, but not limited to, the costs of the proceedings, reasonable attorneys' fees, court costs and any damages which it may have been ordered to pay by a court of competent jurisdiction); provided the proven alleged infringement or misappropriation does not result from: (a) any breach by the Customer of any of its obligations pursuant to the Agreement and/or a violation by the Customer of any applicable law or regulation unless that the Customer can prove that any such breach or violation has not caused the alleged infringement or misappropriation; (b) any use of the Platform by any person who is not a User; (c) any use of the Platform by any User which is in contradiction with these General Terms and Conditions, including but not limited to any User Content posted or published on the Platform which infringes, violates or misappropriates any third party rights; (d) any use of the Platform in conjunction or combination with any software, services or any product, data, item or apparatus that Veolia has not explicitly approved; (e) anything the Customer provides or designs including modifications, configurations, instructions, or specifications of the Platform unless the Customer can prove it has not caused the alleged infringement or misappropriation; (f) any failure from the Customer to use the latest release or version of the Platform (including any corrections or enhancements) or Service insofar provided by Veolia to it where such use would have prevented the infringement or misappropriation claim; and/or (g) use of or storage on the Platform not permitted by the Agreement unless that the Customer can prove that such use or storage has not caused the alleged infringement or misappropriation.
The application of the preceding paragraph is expressly subject to:
(a) the Customer providing Veolia with prompt written notice of such claim or action, including a written opinion concerning the claim or action setting forth a detailed explanation of its character;
(b) Veolia having the sole authority to exclusively control the defence and settlement regarding the claim; the Customer shall not assume any responsibility, nor discuss or conclude any agreement, settlement, or commitment concerning the claim or action without first obtaining the written agreement of Veolia; and
(c) the Customer timely providing reasonable cooperation as well as any information that may be requested by Veolia; subject to a reasonable prior notice, the Customer shall allow any employees of Veolia (or any representatives thereof) at reasonable intervals (based on reasonable advance notice) to have access to its facilities and to converse with its agents, directors, employees, representatives or advisors, and to consult any pertinent document and allow them to make copies for the purpose of evaluating the claim or action; and the Customer shall take every reasonable measure requested by Veolia in order to avoid, challenge, reach a settlement or defend against the claim or action.
The provisions contained in this Article 7 survive the expiry or termination for whatever cause of this Agreement provided any such claim or action has been brought to Veolia prior to any such expiry or termination.
8. ACCESS TO THE PLATFORM AND USE OF USER ACCOUNT
8.1. Required Information:
Following written acceptance of any Proposal, the Customer shall timely provide Veolia with any information required in the Proposal, including but not limited to any information related to the Equipment or the required User registration on the Platform.
The Customer is responsible that any such information is at all times true, accurate, representative, complete in all respects and not misleading in any manner. Therefore the Customer shall timely notify Veolia whenever any update, addition or correction thereof is required and, if the Customer fails to do so, Veolia may temporarily suspend the Customer’s access to and use of the Platform and/or the provision of its Services in accordance with Section 21.1.1.
8.2. Notifications setting:
The Platform invites the Customer (through its Users) to manage its Notifications regarding the Platform. Subject to the subscription made by the Customer as per the Proposal, each User may choose (i) on which device(s) to receive Notifications and (ii) the type and frequency of any such Notifications. The Customer shall be responsible for any such choice made respectively by its Users.
The Customer acknowledges and agrees that Veolia shall not be liable in case of damage arising from its User’s failure to take into account any Notification or from the absence of Notification pursuant to the Customer’s configuration leading to less frequent Notifications and/or fewer channels. Furthermore, the Customer acknowledges and agrees that the Notifications must be considered only as a guidance and shall in no event be the sole ground for any action from or decision made by the Customer on any Equipment.
9. OBLIGATIONS OF THE CUSTOMER
9.1 The Customer hereby agrees to strictly adhere to these General Terms and Conditions and shall procure the same from any User. In addition to the obligations arising from such strict adherence to the General Terms and Conditions, the Customer agrees as material obligations:
(a) not to grant access to the Platform to any User otherwise than on a “need-to-know” basis;
(b) to grant access to the Platform only to those Users who (i) have sufficient authority and power to act on behalf the Customer; and (ii) when required, will log in to the Platform and accept the General Terms and Conditions without any reservation (as those are updated or amended from time to time); and
(c) to immediately and without delay deactivate any access to the Platform and close any Account of any User who ceases to be an employee or a representative of the Customer;
(d) to issue and implement internally a clearance policy aimed at defining the list of its Users and the conditions of their access and use in strict accordance with the Terms of Use and this Agreement; and
(e) to be responsible for the strict observance at all times by any User of any obligation of these General Terms and Conditions.
9.2 Furthermore, the Customer shall respect the rights of third parties and comply with any and all applicable laws and regulations. In particular and as further set forth herein, the Customer shall not use, and shall procure no User uses the Platform and/or the Services in a manner which is illicit or illegal under any applicable law whatsoever or violates or misappropriates the rights of any third party.
9.3 In addition to the Prerequisite obligations set forth in Article 5, the Customer shall also comply at all times with the following material obligations in order to enable the proper and timely performance of the Services by Veolia:
* cooperate with Veolia in any and all matters arising out of or connected to the performance of the Services or the functioning of the Platform as the need may be;
* appoint a main contact person with sufficient authority to provide Veolia with any and all instructions or information it may need from the Customer to perform the Services; make regular backups of its own data, including of the Equipment Data;
* have any Users completing any training program recommended by Veolia before making any usage of the Platform or the Services;
* not disclose to Veolia (including its Users, agents, sub-contractors and employees) any data, information, sample and/or related document which is not true, accurate, representative, and complete; the Customer further acknowledges that for the purposes of performing the Services, Veolia will rely on any such information, data, samples or other related documents and materials as provided by the Customer, without having vis a vis the Customer any obligation to confirm or verify the accuracy, representativity or completeness thereof (unless otherwise explicitly stated in the Agreement);
* grant any Users access to the Platform in a timely manner and at no additional cost to Veolia;
* provide any relevant instruction, feedback or information requested by Veolia in a timely manner;
* provide Veolia (including its agents, sub-contractors and employees) with access to the Equipment as well as to any other relevant premises as may be reasonably required for the performance of the Services;
* prior to Veolia accessing any such Equipment or premises, inform Veolia of all applicable health and safety rules and regulations and other reasonable security requirements that may apply;
* notify Veolia promptly of any risk, safety issues or incidents whatsoever which may affect in any manner the performance of the Services; the Customer being at all times responsible for compliance with any health and safety laws and regulations applicable within the Service Area, the Customer shall in particular equip any Equipment included within the Service Area with any safety measures required to protect it against overload and/or inappropriate use;
* obtain and maintain any and all licenses, permits, and consents required to comply with any applicable legislation and/or regulation;
* not use any Reports from Veolia in a misleading manner and only distribute any such Reports in their entirety except for internal diffusion within the Customer’s group of companies;
* not publish, distribute or disclose in any manner the content of any Reports (including of any extracts, excerpts or parts thereof) without the prior written consent from Veolia in each instance (such consent not to be unreasonably withheld);
* not make, whether directly or not, any advertising, promotional material and/or statement which may give any false, incomplete or misleading impression to any third party concerning the Services performed by Veolia;
* maintain the Connectivity Solution in good operating conditions and ensure the cybersecurity and safety of its own information system up to the Connectivity Solution (included).
9.4 Should the Customer fail to comply (in whole or in part) with any of its obligations under Sections 9.1 to 9.3 hereof, Veolia may either temporarily suspend the Agreement in accordance with Section 21.1.1 or terminate the Agreement at the Customer’s sole costs and expenses. For greater certainty, in any such case, the Customer shall remain liable to pay to Veolia any sum owed prior to such suspension or termination.
10. DATA AVAILABILITY AND PRESERVATION - EXTERNAL SOURCES
10.1 Availability of data:
10.1.1. Equipment Data:
Subject to the Customer performing at all times its obligations under Article 5, Veolia shall do its best efforts to make the Equipment Data - as is collected via the Connectivity Solution - available on the Platform.
The Customer is at all times responsible for the accuracy, completeness, lawfulness and timeliness of any Equipment Data as provided to Veolia.
10.1.2. User Content:
Subject to the Customer performing at all times its obligations under Article 5 and complying with any obligation arising out of or connected to Section 9.1, Veolia shall do its best efforts to make the User Content available on the Platform.
The Customer is at all times responsible for the accuracy, completeness, lawfulness and timeliness of any User Content.
10.1.3. Expertise Data:
Any Expertise Data from Veolia comprises aggregated data as analyzed by Veolia and may be used by the Customer for the purposes of (i) benchmarking the functioning of its own plant and Equipment and (ii) understanding the status of its system, performance or as basis for optimization. In no event, any Expertise Data shall serve as an exclusive or conclusive basis for the Customer to make any decision which may have a material impact on the then-current setting, functioning or operation of any Equipment.
10.2 Preservation of Equipment Data:
The Customer acknowledges and agrees that Veolia is under no obligation to make or secure in any manner any back-up of the Equipment Data nor to store any such back-up on the Platform. Veolia hereby recommends the Customer to secure any such back-up (including by storage on the Customer's PLC and SCADA systems where applicable) in accordance with the industry standards.
Notwithstanding the foregoing, historic Equipment Data may be available through the Platform for a limited period of time in accordance with Customer’s subscription for Services.
10.3 Use of external sources:
For those Services which rely on the availability of certain sources of data, the Customer acknowledges and agrees that the performance of the related Services may be interrupted or discontinued, in whole or in part, when any such sources become unavailable for reasons independent of the will of Veolia (including if the terms of use of the API of any social network evolves in a manner which prohibits its use by the Services).
Should the Customer wish to link the Services with external professional databases, it shall be exclusively responsible for any access to or use of any such database. In such a case, Veolia acting only on behalf of the Customer, The Customer shall (i) represent and warrant to Veolia that it has any and all required and valid rights to access and use any such database, (ii) provide the identifiers to link the Services to the external professional database providing data to analyze, and (iii) defend and hold Veolia harmless from and against any and all consequences, damages, losses or claims resulting from the use of this external professional database by the Customer.
11. FEES AND PAYMENT
In consideration of the performance of the Services, the Customer shall pay in a timely manner to Veolia any and all fees, charges or monies as specified in an executed commercial agreement between Customer and Veolia. If the commercial agreement is silent as to payment terms, or if Customer does not have a signed commercial agreement with Veolia, the following payment terms in this Section shall apply.
Customer shall pay in a timely manner to Veolia any and all fees, charges or monies specified in the Proposal or elsewhere in this Agreement (as it may be amended from time to time).
Unless otherwise specified in the Proposal, any and all fees, charges or monies payable to Veolia pursuant to the Agreement shall be paid by the Customer in U.S. dollars within thirty (30) days of issuance of the related invoice. Unless otherwise specified in the Proposal, no payment obligation is cancellable and all paid amounts are non-refundable, except for amounts paid in error that are not actually due under this Agreement. The fees paid by the Customer are exclusive of all applicable taxes, levies, or duties.
Unless otherwise specified in the Proposal or a signed commercial agreement, Veolia may, in the event of a default of payment by the Customer, apply the interest penalty of 1.5% or the maximum amount allowed by law, whichever is less. Interest penalties are due on the day following the date of settlement without a reminder being necessary. Where settlement conditions for late payment are agreed upon by the Parties, such as payment in several instalments, default on one single payment shall render payable the entirety of the debt. It shall also entail the immediate suspension of the benefits and services under the Agreement while the payment is outstanding.
Any payment obligation arising from this Article 11 is to be considered as a material obligation. Unless otherwise stated herein, neither termination, whatever the cause, nor expiry of this Agreement shall release the Customer from any of its obligations laid down in this Article 11, including any obligation to pay that may have raised prior to the date of any such termination or expiry.
12. INTELLECTUAL PROPERTY
Unless otherwise expressly agreed to in the Proposal or stated in Article 7 and/or in the following provisions of this Article 12, this Agreement shall not entail any transfer of ownership, interest in or title to any intellectual property rights or data of either Party to the other.
12.1. Property of the Customer:
(i) The Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to both the Equipment Data as collected by Veolia and the User Content.
(ii) Notwithstanding the foregoing, the Customer hereby grants to Veolia a non-exclusive, worldwide, royalty-free right to use, copy, display, store, transmit, modify, create the Equipment Data and the User Content for the purposes of creating any Deliverables, including any derivative work, from any such Equipment Data and/or User Content and more generally to the extent required to perform, whether directly or not, any of the Services to the Customer and any of its obligations arising out of the Agreement. Any such licence is granted for the term of the Agreement or for the period of protection of the related intellectual property rights whichever occurs last.
(iii) In addition to the foregoing, the Customer hereby grants to Veolia a non-exclusive, worldwide, royalty-free right to use, reproduce, display, modify, edit, translate and disclose any data from the Customer, including but not limited to the Equipment Data and the User Content, in whole or in part, on all media and using all means, disclose it to all third parties and for all purposes (commercial or otherwise) provided it is on a no-name basis and for the purposes of the improvement, enhancement, enrichment, operation and promotion and supply of the Platform and/or the related Services. Any such licence is granted for the term of this Agreement and for an additional period of twenty (20) years following the expiry or termination of the Agreement or for the period of protection of the related intellectual property rights, whichever occurs last.
(iv) The Customer is responsible for any use of the Platform by any User and it shall at all times cause any such User to comply with these General Terms and Conditions. The Customer shall take any measures required to control that its use of the Services (including by way or posting or publishing of any User Content) is at all times compliant with its own privacy policies and all applicable national and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and technical or personal data export.
12.2. Property of Veolia:
This Agreement, including by way of performance of the Services set forth herein, does not convey to the Customer any intellectual property rights, including but not limited to any rights under any patent, trademark, copyright, or trade secret, in any such Services and/or in the Platform other than those granted with the Limited License under Article 7.
Subject to the foregoing, Veolia reserves all rights, title and interest in and to any intellectual property right arising out of or connected to this Agreement and no transfer of ownership of or title to or interest in any such rights is hereby contemplated or achieved. The Customer hereby acknowledges that the Platform and all of its components (which includes without restriction any texts, graphics, logos, images, videos, trademarks, names, designs, software and databases not originating from Customer - including from its Users) are the exclusive property of Veolia and that no transfer of ownership of or title to or interest in the Platform or its components is hereby contemplated or achieved (otherwise than as expressly set forth in Article 7).
12.3. Third-party software:
The proper functioning of the Platform may require the use of some third-party software in addition to the Platform itself.
The Customer acknowledges and agrees that (i) any of its Users shall adhere by any relevant terms and conditions of use of any such third-party software as the case may be, (ii) any such third-party software may be used exclusively in connection with the Platform, (iii) it will own no independent rights of any kind to any such third-party software, (iv) Veolia will assume no responsibility for any bug, error or non-conformity in any such third-party software which is provided “As Is”, except that Veolia hereby guarantees that it may be legally used by the Customer and at no additional cost to the Customer provided said Customer complies at all times and in all respects with the above mentioned terms and conditions of use.
The provisions contained in this Article 12 shall remain in force for a twenty (20) year-period following the expiry or termination for whatever cause of this Agreement.
13. LIABILITY
13.1. Exclusions of liability:
To the maximum extent permitted by law, Veolia shall not be responsible for the following:
(a) any use of the Platform by any User which contravenes and/or causes any breach from the Customer to its obligations pursuant to this Agreement;
(b) any temporary or provisional unavailability of the Platform (including poor or deteriorated performance thereof) resulting from any required technical maintenance operations or interruptions or from the availability of the internet network for reasons independent from Veolia;
(c) any loss or damage which may be caused by viruses or other malicious code arising from the use of the Platform; it being noted that the Customer remains responsible for the software protection of any of its Users; and/or
(d) any act or omission (including negligence, either gross or not, and willful misconduct) of the Customer which may be regarded as a default in performing any obligation, whether material or not, or a breach of contract pursuant to this Agreement.
To the maximum extent permitted by law, Veolia shall not be liable, whether in contract, tort (including negligence), for breach of a statutory obligation or otherwise, for any any indirect, special, consequential, exemplary and/or punitive damages, including for any loss of profit, loss of production, loss of contract, loss resulting from Equipment or plant shutdown, loss of output, pure financial loss, loss of revenue, loss of chance, loss of data, data corruption or loss of use of data.
13.2 Limitation of liability:
The total aggregate liability of Veolia, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising out in connection with the Agreement shall not exceed one hundred (100) percent of the total amount of fee paid or payable by the Customer in consideration of the grant of the Limited License (or namely DaaS Fee as per the Proposal) during the twelve months preceding the event that gives rise to any such liability.
13.3. Liability vis a vis third parties:
With no limitation, the Customer shall defend, indemnify and hold Veolia harmless without any limitation against any claims brought against it (or any Affiliate thereof) by any third party (allegedly) as a result of any breach by the Customer of any of its obligations arising from or connected to this Agreement, including but not limited to any breach of Sections 9.1 to 9.3.
The provisions contained in this Article 13 shall remain into force for five (5) years following the expiry or termination for whatever cause of this Agreement.
14. WARRANTIES
14.1 Mutual representations and warranties:
Each Party represents and warrants to the other Party:
* that it has the capacity and the authority to enter into the Agreement, and that over the course of execution of the Agreement it shall procure and/or maintain all authorizations that may be necessary for the discharge of its obligations;
* that it holds and will maintain for the duration of this Agreement any intellectual property rights necessary for the performance of its herein obligations;
* that it will execute its obligations in relation to the Agreement pursuant to all applicable laws in force while demonstrating diligence and reasonable competency;
* that it will not do or fail to prevent anything that would lead the other Party into a violation of any law or regulation in force; and
* that in no event it will not defame or disparage the other Party.
Each Party acknowledges and agrees that any partial, incorrect or false representation or warranty with reference to the foregoing representations and warranties by it shall constitute a material breach of this Agreement.
14.2 Performance of the Services by Veolia:
In relation to the performance of the Services, the Customer acknowledges and agrees that:
(i) no performance of any Service is guaranteed by Veolia unless all Prerequisites have been fulfilled at all times in accordance with Article 5;
(ii) Veolia does not warrant to the Services will achieve whatever specific result;
(iii) the Services, including the Platform, are tools and support systems which are intended to assist the Customer in monitoring and optimizing the operation of its Equipment; therefore, Veolia strongly recommends any Customer to establish any sufficient internal controls and monitoring processes (both technical and organizational) required to minimize the risk of occurrence and the potential consequences of any errors or breakdowns in the Platform and/or the Services;
(iv) the Platform was not designed and/or developed for the purpose of satisfying any individual requirements and/or needs of the Customer; therefore, the Customer hereby acknowledges that the Proposal meets its needs and requirements; and
(v) Veolia does not abridge, abrogate or undertake to discharge any duty or obligation of the Customer to any other person or any duty or obligation of any person to the Customer.
The Customer furthermore acknowledges and agrees that any reliance on any Report shall be limited to the facts and representations set out in any such Report which represent Veolia’s review and/or analysis of facts, information, documents, samples and/or other materials in existence at the time of the performance of the Services only. The Customer acknowledges and agrees that it is responsible for acting as it sees fit on the basis of any such Report. Neither Veolia nor any of its affiliates or their respective officers, employees, agents or subcontractors shall be liable to Customer nor any third party for any actions taken or not taken on the basis of any such Report.
Subject to the foregoing, Veolia guarantees that the Platform will generally function as described in the Agreement, in particular in the Proposal, but cannot guarantee that the Services are free from errors or non-conformities or will work without interruption. Veolia will do all commercially reasonable efforts to make the Platform available at all times and to correct any functional or operational error that is brought to the attention of Veolia; therefore, the Customer hereby acknowledges and agrees that Veolia does not guarantee, however, that the Platform or the Services will work without interruption or free from any error or non-conformity.
15. WARRANTY DISCLAIMER
UNLESS OTHERWISE STATED ELSEWHERE IN THIS AGREEMENT AND EXCEPT AS PROVIDED FOR BY ANY APPLICABLE LAW, THE SERVICES ARE PROVIDED BY VEOLIA “AS IS” AND VEOLIA MAKES NO WARRANTIES OF ANY KIND WHATSOEVER TO THE CUSTOMER IN RELATION TO THE PERFORMANCE OF THE SERVICES, WHETHER STATUTORY OR CONTRACTUAL, EXPRESS OR IMPLIED, ORAL OR WRITTEN OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PERFORMANCE OR MERCHANTABILITY OR NON-INFRINGEMENT (EXCEPT AS PROVIDED FOR IN SECTION 12.3 HEREOF), OR WARRANTIES ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION, ALL OF WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED BY VEOLIA AND IRREVOCABLY WAIVED BY THE CUSTOMER.
16. PRIVACY AND PERSONAL DATA PROTECTION
Either Party may have to process personal data of employees or representatives of the other Party for the purposes of the Services being properly performed in accordance with this Agreement. With regards to the personal data of any User, the Customer acknowledges and agrees that any such processing will be performed in accordance with the Veolia privacy policy at www.watertechnologies.com/privacy-policy-notice.
17. CONFIDENTIALITY
Unless otherwise expressly set forth in this Agreement, in particular under Article 12, the Parties shall neither use nor disclose to any third party (with the exception of its Users, employees, agents, consultants and/or representatives on a “need-to-know” basis) any Confidential Information unless for the purpose of performing any obligation under this Agreement.
Any such confidentiality obligations shall not apply to the entirety or to any part of the information which:
* is or was made public other than by any fault or breach of the receiving Party;
* was already lawfully held by the receiving Party before it was disclosed by the disclosing Party;
* is lawfully disclosed to the receiving Party by a third party free of any obligation of confidence to the disclosing Party at the time of its disclosure;
* is independently developed by the receiving Party, without reference to or use of such information; and/or
* is required by law, by a court or governmental or regulatory order to be disclosed; provided the receiving Party provides the disclosing Party with prompt written notice of such subpoena or governmental order so that the disclosing Party may (at its expense) seek a protective order against such disclosure.
Each Party acknowledges and agrees that any unauthorized use or disclosure of any such Confidential Information may seriously harm the interests of the other Party. In such a case, the defaulting Party acknowledges and agrees that the non-defaulting Party may have grounds to (i) institute any legal proceedings it may consider relevant against the defaulting Party and all fellow offenders or accomplices, and (ii) claim for damages compensation where the confidentiality obligations set forth in the first paragraph of this Article 17 have been breached in any manner whatsoever.
The provisions contained in this Article 17 shall remain in force for a five (5) year-period following the expiry or termination for whatever cause of this Agreement or for any given Confidential Information until it enters into the public domain in some way other than by a breach of the receiving Party. By derogation to the foregoing, any Confidential Information which qualifies as “trade secrets” shall be kept confidential until such time as it enters the public domain in some way other than by a breach of the receiving Party.
18. FORCE MAJEURE
Neither Party is responsible for delay or failure to perform its obligations (except payment obligations in accordance with Article 11) to the extent caused by events beyond its reasonable control including an attack by hackers, unavailability of any equipment, supplies, spare parts, equipment owned by Customer or anyone else; the blocking of means of transport or supply, war, riot, earthquakes, fires, storms, floods, lightning, epidemics, quarantine or restrictions; and interruption, suspension, reduction or disturbance of electricity or other or any interruption of electronic communications networks. The affected Party shall make commercially reasonable efforts to mitigate the effects of the force majeure event.
In the event that the delay of performance of any material obligation of a Party lasts for more than two (2) months, the Agreement may be terminated at the initiative of either Party, without any right to compensation on either side as a result of such delay or termination.
19. UNFORESEEN CIRCUMSTANCES
Should any unforeseen circumstances (at the date of entering the Agreement) other than force majeure make the performance of this Agreement excessively onerous for either Party, any such Party may request the other Party to renegotiate in good faith the terms and conditions of the Agreement.
20. INSURANCE
The Customer shall subscribe and maintain, for the duration of the Agreement, an insurance policy coverage which is sufficient with regards to the risks arising from, related or connected to the performance of the Services, such as any bodily injury, material or immaterial damage caused by the Customer or to any third party, agent or property thereof, including any legal compliance risks (noncompliance with regard to applicable regulations). Veolia represents and warrants that for the purpose of performance of the Services, it is and will remain properly covered by insurance in Veolia’s discretion.
21. SUSPENSION AND TERMINATION
21.1. Circumstances for suspension or termination:
21.1.1. Suspension:
Veolia may suspend the Agreement without liability to the Customer at anytime in the following cases:
(a) without any prior notification
(i) if the Customer has breached any of its herein material obligations and there is an urgent need to remedy such breach for the sake of the performance of the Services; or
(ii) if any action or omission from the Customer endanger and/or put at risk the security or the functioning of the InSight Platform or the performance of the Services; provided that in either case any such suspension (including the reason for it) is brought without delay to the attention of the Customer by registered letter with acknowledgement of receipt; or
(b) following a notification to remedy any other breach of its obligations under this Agreement, whether material or not, which the Customer has left unremedied (in whole or in part) after fifteen (15) days following receipt thereof.
21.1.2. Termination:
(a) Without affecting any other right or remedy under this Agreement, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party commits a material breach of the Agreement where that breach is irremediable or, if such breach is remediable, where the Party in breach fails to remedy the breach within a period of fifteen (15) days after being notified in writing to do so.
(b) Veolia may terminate the Agreement if the Customer is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the Customer (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the Customer or the Customer enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
(c) Either Party may terminate the Agreement for force majeure in accordance with the provisions of Article 18.
21.2. Consequences of termination:
Upon termination of this Agreement and unless for those provisions which are explicitly meant to survive any such termination, all rights granted to the Customer pursuant to or in connection with the Agreement shall immediately cease; and the Customer shall destroy any and all documents or materials, whether containing Confidential Information or not, which has been transmitted or disclosed to it by Veolia during the term of the Agreement.
Unless where the Agreement is terminated due to breach exclusively attributable to Veolia, the Customer shall immediately pay all amounts payable to Veolia in respect of all Services that have been provided by Veolia and for the remaining term of the Agreement.
For greater certainty, the provisions of articles 7 (Limited License), 11, (Fees and Payment), 12 (Intellectual Property), 13 (Liability), 16 (Personal Data) 17 (Confidentiality) and 27 (Applicable Law and Competent Jurisdiction) shall survive expiry or termination for whatever cause of the Agreement.
21.3. Reversibility:
Upon request from the Customer, Veolia shall make raw Equipment Data available to Customer in accordance with applicable law.
22. COMPLIANCE WITH LAWS AND POLICIES
Each Party shall comply with any and all laws and regulations (as they may evolve from time to time) which may apply to it in performing its herein obligations, including obtaining at its own costs any applicable licenses, registrations, permits and approvals required for such purposes.
In particular, each Party shall at all times during this Agreement comply with:
* any applicable laws, statutes, regulations, and codes relating to any applicable anti-corruption or anti-bribery laws and regulations, the US Foreign Corrupt Practices Act, the UK Bribery Act or any similar applicable legislation, and/or any applicable export control laws and regulations of any jurisdiction to which any such Party is subject to, including, without limitation, obtaining any necessary export or re-export consent from the U.S. Department of Commerce, Export Controls Division-Foreign Affairs and International Trade Canada, (the “Relevant Requirements”); and
* any anti-bribery, anti-corruption and ethics policies of Veolia, as may be updated from time to time (the “Relevant Policies”). Each Party represents and warrants that neither it nor any of its directors, officers, or employees:
1. has missed or will miss to disclose any relationship or affiliation with any foreign government official or any family member of any foreign government official it may have to;
2. has not been and will not be convicted of or pled guilty to an offense involving fraud, corruption, or moral turpitude, and is not now listed by the government or agency of any country or as debarred, suspended, proposed for suspension or disbarment, or otherwise ineligible for any government procurement programs;
3. has not and will not (directly or through an intermediary) give or offer to give, agree to give, authorize, solicit, or accept the giving of anything of value, including a political contribution or charitable donation, or grant any advantage or gift to any person, company or undertaking whatsoever including any government official, representative or employee, political party official, candidate for political office, person holding a legislative, administrative or judicial position of any kind for or on behalf of any country, public agency or state owned company, official of a public national or international organisation, for purposes of corruptly influencing any such person in his/her official capacity and/or rewarding or inducing such person to improperly perform a relevant function or activity and/or use his/her influence to assist either Party in obtaining or retaining business, or to gain any advantage in the conduct of business for either Party or to benefit either Party or any other person in any way, and will not otherwise violate the Relevant Requirements and Policies.
Each Party shall have and maintain in place for the duration of this Agreement sufficient policies and procedures to ensure compliance with any such Relevant Requirements and Policies and will enforce them where appropriate.
Each Party furthermore represents and warrants ensure that any each of its suppliers, agents, subcontractors and its Affiliates which perform services or provide goods in connection with this Agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those applicable pursuant to this Agreement. Each Party agrees to be responsible for the observance and performance by such persons of the relevant terms.
Each Party acknowledges and agrees that any breach with reference to the foregoing obligations as well as any partial, incorrect or false representation or warranty with reference to the foregoing representations and warranties by it shall constitute a material breach of this Agreement and that it shall promptly notify any such breach to the other Party within a reasonable time. Moreover, if either Party notifies the other that it has reasonable grounds to believe that it has committed any such breach, that Party may suspend performance of this Agreement without notice for as long as it considers it necessary to investigate the relevant conduct without incurring any liability or obligation to that other Party for such suspension; in such a case, the Parties shall take all reasonable steps to prevent the loss or destruction of any documentary evidence in relation to the relevant conduct. Should any breach be actually constituted, then the non-breaching Party may immediately terminate this Agreement without notice and without incurring any liability and the breaching Party shall, to the maximum extent permitted by law, indemnify the non-breaching Party for any losses, damages, or expenses it may have incurred or suffered as a result of or in connection to such breach.
23. APPLICABLE LAW AND COMPETENT JURISDICTION
The construction, validity and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles thereof.
In the event of a dispute between the Parties which arises out of or is connected with the interpretation, performance or termination of the Agreement, including any contractual document forming part thereof, the Parties shall endeavour to reach an amicable settlement. To that end, the Parties shall submit their dispute, to a member of their respective senior management who shall endeavour to resolve the submitted issue within sixty (60) days following initial submission by any Party.
The Parties agree that, should the Parties fail to reach any such amicable settlement within such sixty (60) day-period, any such dispute (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the federal or state courts in Philadelphia County, Pennsylvania to which jurisdiction is expressly conferred, including in case of defendant plurality or judicial warranty request, including in the event of emergency or protective procedures, in summary proceedings or by request. In this respect, the parties irrevocably waive any claim that the aforementioned courts are not a convenient forum for any such suit, action or proceeding.
The Parties expressly acknowledge and agree that any such litigation shall be engaged within one (1) year following the occurrence of the event giving rise to said litigation, otherwise it shall be time-barred.
24. ADDITIONAL INSIGHT AND WATER FOOTPRINT TERMS.
24.1 Use: Customer agrees to use the Equipment only in accordance with Veolia's instructions and shall only use Veolia approved chemical products in connection with the Equipment. To the extent that Customer fails to do so, Customer hereby agrees that any and all applicable warranties for the Equipment and Services, including, but not limited to, any accuracy or performance guarantees shall be waived.
24.2 Data Rights: The Parties acknowledge that in performance of the Services, Veolia will be collecting data from Customer relating to Customer's processes, materials, Equipment and other information including Equipment Data (collectively, "Data"). Customer hereby consents to the collection of such Data by Veolia. The following provisions will apply to Data.
24.3 Custodian: Veolia will be custodian of the Data. Veolia will store and maintain the Data in a secure manner and logically separate from data belonging to other customers consistent with industry standards. Data will be stored and maintained by Veolia during the term of any agreement with Customer. However upon termination of the same, Veolia may delete data in accordance with its then standard business practice. Periodic back-ups of Data will be maintained as necessary for Veolia to perform its obligations herein. Veolia may store such information in any location and in such a manner as it deems appropriate in its sole discretion in accordance with reasonable commercial practices.
24.4 Veolia Access: Veolia will restrict access to Data to those employees, agents and contractors of Veolia with a need to know. In addition to accessing Data through computers, tablets, and smartphones , such employees, agents and contractors may access Data through computer monitors disposed in monitoring laboratories or control rooms at sites operated by or on behalf of Veolia. Access by such individuals on behalf of Veolia to stored Data shall be controlled through individual user names and passwords consistent with Veolia's information technology policies and procedures. Access by such individuals on behalf of Veolia to displayed Data on monitors shall be restricted through controlled access or other reasonable security measures determined by Veolia in its sole discretion.
24.5 Customer Access: Veolia may provide access to Customer to Data during the period which Data is stored. For individual access, Customer shall provide a request for authorization for each individual requesting such access. Authorized personnel of Customer shall be issued a unique User ID and password that identifies and may be used by only a single user. All requests for access shall be through an officially approved and documented process of Customer. Veolia shall use reasonable commercial efforts to provide user access to Customer in a timely manner. In the case that any employee or contractor no longer requires access or in the case where such employee or contractor is voluntarily or involuntarily terminated, Customer shall notify Veolia immediately at which time such User ID will be disabled and access terminated. Veolia shall not be liable for any access by individuals based on whole or in part by the failure on the part of Customer to provide timely notice of restrictions on or termination of access. Upon reasonable request by Customer and to the extent technically feasible or practical, copies of some or all of Customer's Data shall be transferred to Customer pursuant to mutually agreed upon protocols, procedures and schedules. Moreover, reports that summarize Data may be developed from time to time and provided to Customer. Veolia shall be compensated on a time and materials basis for any such transfer or report generation. Customer acknowledges that much of wireless network security is controlled by 3rd party carriers or network vendors and Veolia shall not be liable for any security breaches based in whole or in part on services provided by such 3rd parties.
24.6 Rights to use Data: Customer shall have unlimited rights to use the Data for any purposes not inconsistent with this Agreement. Veolia may use the Data (1) for any and all purposes in furtherance of this Agreement; (2) for research and development and troubleshooting purposes; and (3) in the aggregate for statistical and other analysis, provided that in the case of (3) above, no information identifying Customer shall be associated with such analysis. Veolia may share Data with its affiliates, including its affiliates in other countries, for the purposes described above.
25.1 Entire Agreement:
The Agreement shall constitute the entire agreement between the Parties with respect to the performance of any Service and shall not be modified or rescinded, except in writing signed by both Parties. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and understandings of the Parties with respect to the subject matter of this Agreement. If any provision or part of the Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable, then that provision will, to the extent required, be given no effect and will be treated as though it were not included without, as far as is possible, modifying any other clause or part of the Agreement and the validity or enforceability of the remaining provisions of the Agreement will not be affected.
25.2 Reference:
The Customer hereby grants Veolia the right to make use of its company name, logo and a sample message as “Model client” for purposes of public communication or commercial promotion at no cost to Veolia and publish testimonials provided the content and procedures for publication thereof have been mutually agreed between the Parties.
25.3 Evidence:
The Parties hereby agree to accept any electronic communication as a form of evidence, including but not limited to any e-mails, Notifications, connection logs, tokens or results provided by tracking and tracing tools of the InSight Platform. Any printout of these elements is considered to be authentic and binding between the Parties.
25.4 Severability:
Should any term or provision of this Agreement be found to be invalid or otherwise unenforceable, any such term or provision shall be deemed stricken and the remainder of the Agreement shall remain in full force and effect. Either Party having knowledge of the presumed non-applicability of any such term or provision shall promptly inform the other.
25.5 Assignment:
Veolia may transfer or assign any rights and obligations under this Agreement without Customer’s prior written consent.