For your own protection and for the protection of the PSA Group, 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
“Affiliate” means any current or future entity directly or indirectly controlled, within the meaning of Article L. 233-3-I and II of the French Commercial Code, by Peugeot SA, the holding company of the PSA Group. The entities in which subsidiaries of the PSA Group hold an equity stake of 50% are included in this definition.
“the PSA Group” refers to the PSA Group and its Affiliates.
“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 Portal, by the Communicating Company to the PSA Group.
Information divulged by the Communicating Company to the PSA Group through the Portal will not be considered as Information Communicated if the PSA Group 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.
“the PSA” refers to Peugeot S.A., a société anonyme (limited company) under French law, with capital of €259,109,146, listed in the business register of Paris under the number B 552100 554, with head offices at 75, avenue de la Grande Armée, 75116 Paris (France).
“Authorised Third Party” means any service provider or entity participating in projects completed on behalf of or for the PSA Group, whether they work on the premises of one of the subsidiaries of the PSA Group or on their own premises, as well as any user authorised by one of the subsidiaries of the PSA Group to access the Information Communicated. These include, in particular, suppliers or other commercial partners of subsidiaries of the PSA Group, 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 PSA Group via the website accessible at the address “http://www.groupe-psa.com/en/automotive-group/innovation/innovating-with-psa/“, (hereafter referred to as the “Portal”).
For the purposes of the present document, the PSA Group 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:
- 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 PSA Group system;
- storage of this electronic acceptance in the PSA Group 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 portal
The Communicating Company authorises PSA Group to divulge the Information Communicated to all the subsidiaries of the PSA Group 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 the PSA Group or any one of its Affiliates is free to show an interest or not in the Information Communicated. The PSA Group is 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 PSA Group 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 PSA Group. 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 PSA Group harmless for any fees and compensation that the PSA Group and/or one of its Affiliates may be required to pay and/or to which the PSA Group 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 PSA Group.
The Communicating Company recognises that sending Information through the Portal in no way creates a contractual obligation or working relationship with any one of the subsidiaries of the PSA Group and/or between any one of its employees and a subsidiary of the PSA Group.
7 – Miscellaneous provisions
Any dispute arising in connection with the Terms of Submission will be referred to the exclusive jurisdiction of the Paris courts, and will be governed exclusively by French law, excluding rules on the conflict of law.
In all matters of opinion or interpretation concerning the translation of these terms, by any person, and the French version, the parties agree that the original language version in French takes precedence over the translation.