APTIA GROUP PURCHASE ORDER TERMS AND CONDITIONS
1 Definitions and Interpretation
1.1 In this Agreement, unless otherwise stated or unless the context otherwise requires, each capitalized term will have the meaning set out below:
Affiliate means, with respect to a party, an entity that (directly or indirectly) controls, is controlled by or is under common control with, such party, where control refers to the power to direct or cause the direction of the management and policies of another entity, whether through ownership of voting securities in the case of Customer, of at least 20% interest in such entity), by contract or otherwise;
Agreement means these Aptia Group Purchase Order Terms and Conditions, the Purchase Order, any document governing the Services, and all other documents of Customer that refer to, or are referred to in, this Agreement, all as amended from time to time;
Applicable Law means any applicable statute, enactment, ordinance, order, regulation, guidance or other similar instrument in any jurisdiction, as amended from time to time;
Business Day means a day, other than a Saturday or a Sunday or a local (where the Products or Services are received) public holiday; Charges means the charges to be paid by Customer to Supplier for the Products and Services provided by Supplier under this Agreement as set out in the Purchase Order;
Confidential Information means any and all information or data (including Personal Data) in whatever form, whether in oral, tangible or in documented form, that is by its nature confidential, has been designated by a party as being confidential, or which ought to reasonably be regarded as confidential, and which is disclosed by or to or is otherwise learned, acquired, developed, or accessed by a party in connection with this Agreement;
Control means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise. The terms Controlling and Controlled shall have a corresponding meaning;
Customer means Aptia Group, or the relevant Affiliate in the Customer Group ordering Products and/or Services, as identified on the applicable Purchase Order or other document governing the Services;
Customer Data means any data, content, and/or other materials, including Personal Data, whether in physical or electronic form, including but not limited to documents, databases, records, Intellectual Property Rights and Confidential Information, created by or made available to Supplier in the course of providing Products or Services to Customer and/or any of its Affiliates, and any information that may be derived from the foregoing;
Customer Group means Customer and all Affiliates of Customer; Customer Premises means premises owned, leased, licensed or otherwise controlled by any member of the Customer Group from time to time;
Data Privacy Laws means all laws and regulations applicable to the Processing of Personal Data under the Agreement, as further defined in the DPA;
Deliverables means the items identified as such in the Purchase Order or any document governing the Services together with any other materials developed or generated by Supplier for Customer under this Agreement;
Disclosing Party means, in relation to any Confidential Information, the party to which such Confidential Information belongs;