End User License Agreement (EULA)¶
End User License Agreement for Intermediaries and Vendors
Terms and Conditions of Use
1 About our Terms
1.1 These Terms explain how you may use SieSmart, My SFS and the SieSmart API (the SFS Technology), each of which simplifies the lease administration process and helps you to take full advantage of our services.
1.2 You should read these Terms carefully before using the SFS Technology. By accessing or using the SFS Technology or otherwise indicating your consent, you acknowledge that you have understood and agree to be bound by these Terms and the documents referred to in them. If at any time you do not agree to these Terms, you must immediately terminate all use of the SFS Technology. If you have any questions about the SFS Technology, please contact us through your SFS representative.
1.3 Definitions
Confidential Information means any and all information made available to you through the SFS Technology which is not already generally available to the public.
Customer means the counterparty to any asset finance agreement.
IP Rights means rights such as copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
License has the meaning given to it in clause 4.1.
My SFS means our Progressive Web Application which allows you to access our services from mobile and desktop devices.
OWASP Top Ten means the standard awareness document for developers and web application security published by the Open Web Application Security Project and available at https://owasp.org/www-project-top-ten/.
SieSmart means the web platform which allows you to access our services online, as further described in clause 2 below.
SieSmart API means our application programming interface, which is to be used as an interface between SieSmart and your applications.
SieSmart API Documentation means the documents (in whatever media) that accompany the SieSmart API including our policies for use of the SieSmart API.
SFS Content means all data, text, images, video, audio or other multimedia content, software or other information or material which is uploaded to or processed via the SFS Technology other than the User Content, including but not limited to any materials and data provided by us and accessed by you, such as online forms, tables and these Terms.
Terms means these terms and conditions of use as updated from time to time under clause 8.
User Content means any text, images, video, audio or other multimedia content, software or other information or material which you process through, submit or upload to or on the SFS Technology.
We, us or our means Siemens Financial Services Limited (company registration number 00646166) and the registered office of which is at Sefton Park, Bells Hill, Stoke Poges, Buckinghamshire, SL2 4JS. References to "us" in these Terms also includes our group companies from time to time.
You or your means the person accessing or using the SFS Technology or the SFS Content.
2 Using the SFS Technology
2.1 The SFS Technology is for your commercial use only and is designed to accelerate the lease administration process through the use of SieSmart to generate lease quotations. It is not intended to operate as a replacement for any of the more detailed terms and processes set out in any trading agreement or similar arrangement between us.
2.2 You agree that you will only use the SFS Technology in accordance with these Terms and such other instructions from us concerning your use of the SFS Technology as may be amended or revised by us at our discretion at any time.
2.3 You agree that you will only use the SieSmart API in accordance with the SieSmart API Documentation and that you will notify us as soon as you suspect or become aware of any use of the SieSmart API otherwise than in accordance with the SieSmart API Documentation. In using the SieSmart API you agree that you will act in accordance with best practice including but not limited to the OWASP Top Ten.
2.4 You will not attempt to circumvent any limitations placed by us on use of the SieSmart API without our consent. Such limitations are imposed by us at our sole discretion.
2.5 You agree that you are solely responsible for:
(a) all costs and expenses you may incur in relation to your use of the SFS Technology;
(b) keeping your user name, password and other credentials confidential and ensuring that such information is not stolen, mislaid or used in an unauthorized manner
© any activities and actions that take place through your account by use of your credentials (and that you will be liable for all actions and activities that take place through your account by use of your credentials) whether authorized or not;
(d) your own hardware, the User Content and any other data uploaded through or to the SFS Technology; and
(e) third parties unlawfully obtaining access to your accounts in order to abuse the nature and intent of the SFS Technology.
2.6 You further agree that:
(a) you will only use the SFS Technology for the purpose of introducing Customers to us and/or our group companies and not for any other purpose unless you obtain our prior written consent;
(b) you will keep all Confidential Information strictly confidential, and that you will not disclose such information to any other person;
© you will inform us immediately if you have any reason to believe that there has been any unauthorized use of your user name, password and/or other account details.; and
(d) you are satisfied that the SFS Technology is suitable for the purpose for which you propose to use it.
2.7 You will ensure that your use of the SFS Technology is in accordance with all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental or regulatory agency or other relevant body.
2.8 You will not use the SFS Technology:
(a) in a manner that will cause interruption, damage, impairment or reduction in the quality or depth of the SFS Technology, servers or networks providing the SFS Technology or the services that we offer to you, Customers or other suppliers through the SFS Technology;
(b) in connection with a criminal offense under the applicable national laws or regulations or against public order or applicable ethical standards and codes;
© in any way which causes or is intended to cause annoyance, inconvenience or needless anxiety;
(d) for any unlawful purpose whatsoever, including fraud or terrorism;
(e) in any way which is abusive, harmful, threatening or defamatory or any other way that may cause offense;
(f) in any way that could be harmful to our systems or data (including uploading any material that otherwise contains a virus or other malicious code);
(g) in any way which breaches or could potentially breach a legal duty to a third party (including a duty of confidentiality) or which infringes or could potentially infringe a person's right to privacy;
(h) in any way which promotes discrimination or is likely to incite hatred; or
(i) in any way which may infringe the intellectual property rights of third parties or which promotes any unlawful act.
2.9 You will not:
(a) distribute, license, sell, rent, lease or otherwise deal in or encumber the SFS Technology;
(b) modify, add to, or otherwise enhance the SFS Technology;
© build databases or create permanent copies of data scraped from the SFS Technology;
(d) reverse engineer or extract the source code from the SFS Technology; or
(e) copy the SFS Technology.
2.10 Your use of the SFS Technology is intended only for access from within the UK. If you choose to access the SFS Technology from locations outside the UK, you are responsible for compliance with local laws where they are applicable.
2.11 We reserve the right to:
(a) terminate your License and your access to the SFS Technology immediately if:
(i) you do not properly perform your obligations under these Terms;
(ii) you fail to comply with the instructions for use of the services from time to time in force as displayed on the SFS Technology or in the SieSmart API Documentation; or
(iii) any representations or warranties you have made to us are or become incorrect,
(b) monitor your use of the SFS Technology in order to ensure quality, improve our products and services and to verify compliance with these Terms;
© make modifications to the SFS Technology at any time for any reason; and
(d) terminate or withdraw any of the SFS Technology at any time without prior notice and for any reason.
2.12 On termination or discontinuation of access to the SFS Technology you will immediately delete any stored SFS Content.
3 Data Protection and Use of Information
For the purposes of this clause 3, the following definitions shall apply:
Controller has the meaning given in applicable Data Protection Laws from time to time;
Data Protection Laws means, as binding on either party or the service provided under these Terms:
a) the GDPR;
b) the Data Protection Act 2018;
c) any laws which implement any such laws; and
d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Subject has the meaning given in applicable Data Protection Laws from time to time;
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;
Personal Data has the meaning given in applicable Data Protection Laws from time to time;
Processing has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);
Processor has the meaning given in applicable Data Protection Laws from time to time; and
Protected Data means Personal Data received from or on behalf of you in connection with the performance of our obligations under these Terms.
3.1 We understand that our use of Personal Data requires trust. We are committed to the highest standards of data privacy and will only use Protected Data for clearly described purposes and in accordance with Data Subjects’ data protection rights. We will comply with our obligations under Data Protection Laws in respect of Protected Data. We may disclose Protected Data for the purposes of checking credit, arranging insurance, administering the customer agreement and preventing fraud, to credit reference agencies, insurers and other finance companies. We will not use Protected Data for marketing or other purposes or disclose that information to other companies for such purposes, without first giving the Customer the opportunity of opting out. For further details about our use of Personal Data please read our Privacy Notice and Fair Processing Notice.
3.2 For the purposes of these Terms you and we are deemed to be separate Controllers, in respect of the Processing of Protected Data in connection with this Agreement. You and we shall comply with Data Protection Laws in Processing Protected Data. You will not by your act or omission cause us to breach Data Protection Laws. You will ensure that you have obtained appropriate consents (or otherwise have a lawful basis under GDPR) for providing the Protected Data to us. Furthermore, you shall provide appropriate fair processing information (including our fair processing notices as updated from time to time) to Data Subjects identified in the Protected Data.
3.3 On the basis of your business relationship with us, we will continue to keep you informed by email about our financial products which you may wish to recommend to your clients. If you would like to opt out of marketing communications, you can click the 'Unsubscribe' link at the bottom of any marketing email we send to you.
4 Ownership and Intellectual Property Rights
4.1 We grant you a limited, non-exclusive, non-sublicensable, fully paid, non-transferable, royalty-free license to use the SFS Technology and the SFS Content within the UK and only for the purposes authorized in clause 2 of these Terms (License). Using the SFS Technology in an unlawful way is expressly prohibited under these Terms and may result in civil and criminal penalties. Your License will continue indefinitely until such time as it is terminated in accordance with clause 2.11 above.
4.2 Except for the License, all IP Rights in and to the SFS Technology and the SFS Content shall vest and remain vested in us. To the extent that you acquire any IP Rights in the SFS Technology or the SFS Content, you will assign or procure the assignment of such IP Rights with full title guarantee (including by way of present assignment of future IP Rights) to us or to anyone else we nominate. You will execute all such documents and do such things as we may consider necessary to give effect to this clause.
4.3 You grant to us a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, publish, edit, translate, distribute, perform and display any User Content and any data or analytics generated from the same.
4.4 SieSmart and MySFS are trade marks of Siemens Financial Services GmbH. Other trade marks, logos and trade names may also be used within the SFS Technology. The use of any trade marks, logos and trade names is strictly prohibited unless you have our prior written permission.
5 Links to Third Party Websites
5.1 We may provide links to sites on the Internet via the SFS Technology which are operated by other people. If you use these links, you will be leaving the SFS Technology and we therefore take no responsibility in respect of linked sites.
6 Warranties
6.1 You warrant that:
(a) you have the right, power and authority to agree to these Terms and to grant to us the rights contemplated in these Terms;
(b) you hold all rights and have obtained all licenses and consents required to use the SFS Technology; and
© your use of the SFS Technology will not infringe any rights of any third party or our rights, nor will it breach any applicable laws or regulations, including Data Protection Laws.
6.2 The SFS Technology is provided on an ‘AS IS’ basis and you acknowledge and agree that the SFS Technology may not be free of bugs or errors and agrees that the existence of minor bugs or errors shall not constitute a breach of these Terms. We do not warrant that the SFS Technology will be uninterrupted or error-free or compatible with third party software or equipment.
6.3 Neither we nor our suppliers give any warranties nor make any representations about the SFS Content or about results to be obtained from using the SFS Technology and shall not be liable for any loss or damage arising out of any virus or other malicious code.
6.4 Any warranties we provide under these Terms will be subject to you using the SFS Technology in compliance with these Terms and the SieSmart API Documentation, and we will not be liable under these Terms for, or required to remedy, any problem arising from:
(a) any modification made to any part of the SFS Technology by anyone other than us without our express prior written consent; or
(b) any defect or error wholly caused by any equipment or third-party software used in connection with the SFS Technology.
6.5 Subject to these express Terms and to the maximum extent permitted by applicable law, we hereby disclaim all other warranties, terms and conditions, either express, implied or statutory in relation to the SFS Technology.
6.6 You should notify us as soon as possible of any fault or problem you are experiencing with the SFS Technology by contacting your SFS representative who will be able to conduct the lease administration process for your lease business if the SFS Technology is not available. Any errors will be corrected at our sole discretion. We may, but are not obliged to, use any feedback or suggestions you provide including by way of publicity.
7 Rights of third parties
No one other than a party to these Terms has any right to enforce any of these Terms.
8 Variation
These Terms are dated June 2020. No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Terms from time to time. Our updated terms will be displayed on SieSmart and My SFS and communicated to you directly if needed and by continuing to use and access the SFS Technology following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms to verify such variations.