Disclaimer

For your own protection and for the protection of the Partners, the terms set out below must be respected. We recommend that you safeguard your ideas by a patent or any other form of intellectual protection.

 

1 - Definitions

Partners” means Bouygues Construction, PCAS Pte. Ltd., Thales Solutions Asia Pte. Ltd., VE City Modelling Centre Pte. ltd. and a “Partner” means any one of them and its own affiliates. 

  • Bouygues Construction SA. (French limited company with the registration number 552 045 999), a building company and having its registered address at 1 avenue Eugène Freyssinet- 78280 Guyancourt,  France
  • PCAS Pte. Ltd. Peugeot Citroën Automobiles Singapore Pte. Ltd., named PCAS Pte. Ltd. (Company registration number: 201506983E), a RESEARCH AND EXPERIMENTAL DEVELOPMENT COMPANY ON SUSTAINABLE MOBILITY and having its registered address at 8 MARINA BOULEVARD, #05-02 MARINA BAY FINANCIAL CENTRE TOWER, SINGAPORE 018981. PCAS Pte. Ltd. is part of PSA PEUGEOT CITROEN group
  • Thales Solutions Asia Pte. Ltd. (Company registration number: 199306768W), an AEROSPACE, TRANSPORT, SECURITY AND DEFENCE COMPANY and having its registered address at 21 CHANGI NORTH RISE, SINGAPORE 498788. Thales Solutions Asia Pte. Ltd. is part of Thales S.A. group
  • VE City Modelling Centre Pte. Ltd. (Company registration number: 200513718E), a RESEARCH AND EXPERIMENTAL DEVELOPMENT COMPANY ON ENVIRONMENT AND CLEAN TECHNOLOGIES and having its registered address at 5 LOYANG WAY, 1 WMX TECHNOLOGIES BUILDING, SINGAPORE 508706. VE City Modelling Centre Pte. Ltd. is part of Veolia S.A. group

 

Affiliates” means any corporation, company or other entity which:

  • is Controlled by the relevant Partner;
  • Controls the relevant Partner; or
  • is under common Control with the relevant Partner.
  • For this purpose, “Control” means (a) at least fifty percent (50%) of the controlled entity’s outstanding shares or ownership interest representing the right to make decision for such entity are owned or controlled, directly or indirectly, by the controlling entity, and/or (b) the controlling entity possesses, directly or indirectly, the power to influence the decision-making process, the direction of management and the policies of the controlled entity.

 

"Information" means any information of any nature, in particular technical, commercial or economic, on any medium and in any form, in particular, knowledge, experience, know-how, method, tool design, process, prototype, specific component or software, that is protected or protectable by an intellectual property right.

 

"Information communicated" means any Information passed on through the www.openinovasi.sg website, by the Communicating Company to the Partners.

 

Information divulged by the Communicating Company to the Partners through the www.openinovasi.sg website will not be considered as Information Communicated if the Partners is able to prove that this information is not protected by intellectual property rights:

  •     information that was already in possession of the other party prior to this disclosure,
  •     or that was publicly known on the date on which these terms were accepted or subsequently thereto,
  •     or that was lawfully disclosed by a third party,
  •     or that results from internal developments undertaken in good faith by the Recipient Party without having preliminary access to this Information.


"Authorised Third Party" means any service provider or entity participating in projects completed on behalf of or for the Partners, whether they work on the premises of one of the subsidiaries of the Partners or on their own premises, as well as any user authorised by one of the subsidiaries of the Partners to access the Information Communicated.  These include, in particular, suppliers or other commercial partners of subsidiaries of the Partners, and/or their distribution networks.

2 - Subject

The purpose of this document (hereafter referred to as "General Terms and Conditions")  is to set out the terms and conditions under which the Communicating Company agrees, for the purposes of studying possible research and development projects,  to communicate Information to the Partners  via the website accessible at the address "http://www.openinovasi.sg" website, (hereafter referred to as the "openinovasi.sg website").

 

For the purposes of the present document, a Partner and the Communicating Company will hereafter be referred to individually as the "Party" and collectively as the "Parties".

 

3 - Acceptance of the general terms and conditions

Submitting an innovation proposal is conditional upon:

  1. acceptance of these General Terms and Conditions; acceptance is formally confirmed by means of electronic approval by the authorised representative of the Communicating Company  through the respective Partner system;
  2. storage of this electronic acceptance in the respective Partner system (acceptance traced and dated).

 

By accepting the General Terms and Conditions, the Communicating Company acknowledges that it is submitting the Information Communicated voluntarily and freely.

 

4 - Divulgation of information communicated through the www.openinovasi.sg website

The Communicating Company authorises Partners to divulge the Information Communicated to all the subsidiaries of the Partners as well as to Authorised Third Parties in order to study the possibility of conducting research and development projects in connection with the Information Communicated.

 

The Communicating Company acknowledges that Partners or any one of its Affiliates is free to show an interest or not in the Information Communicated. Partners are not required to justify any refusal to continue exchanging information with the Communicating Company following the preliminary feasibility study.

 

5 - Intellectual property

Acceptance of these General Terms and Conditions shall in no way be interpreted as conferring any right of ownership upon the Partners or as granting an explicit or implied operating licence in any form relating to the Information Communicated, or to any patent or similar right, data, drawings, methods of know-how, ideas, inventions, discoveries or improvements achieved, designed, acquired or owned by the Communicating Company before or after acceptance of the present General Terms and Conditions and in relation with the said Information Communicated.

 

The Communicating Company guarantees that it is the sole owner of the Information Communicated, and/or that it has the rights necessary to communicate this Information to the Partners. It also guarantees that the Information Communicated is not divulged in breach of any secret or obligation of confidentiality enforceable by a third party in relation to the Communicating Company.

 

In this respect, in the event of any claim, action or demand inherent to the Information Communicated, the Communicating Company shall hold the Partners harmless for any fees and compensation that Partners and/or one of its Affiliates may be required to pay and/or to which Partners and/or one of its Affiliates may be exposed as part of any claim, action or demand by a third party.

 

6 - Independance of the parties

From a general standpoint, each of the parties is a legally and financially independent legal entity acting in its own name and under its own responsibility.

 

In consequence, the personnel of each Party remains under the authority, control and surveillance of the said Party, and the acceptance of the General Terms and Conditions by the Communicating Company shall not constitute a transfer or operating license for the Information Communicated, or a franchise or mandate granted by the Communicating Company to the Partners.

 

The Communicating Company recognises that sending Information through the www.openinovasi.sg website in no way creates a contractual obligation or working relationship with any one of the subsidiaries of the Partners and/or between any one of its employees and a subsidiary of the Partners.

 

7 - Miscellaneous provisions

Any dispute arising in connection with the Terms of Submission will be referred to the exclusive jurisdiction of the Singapore courts, and will be governed exclusively by Singapore law, excluding rules on the conflict of law.