Acceptance of the Terms and Conditions of Use
By accessing and using this website www.ignion.io (the “Website”), you expressly accept all the terms and conditions set forth in this document in their entirety (“Terms and Conditions of Use”). In case you do not accept such Terms and Conditions of Use in their entirety, please do not access or use this Website and any of its contents.
This Website has been created and is being managed by the company Ignion, S.L. (the “Company”). The Company retains the right to amend, change, add, or delete, totally or partially, at any time, at its discretion, this Terms and Conditions of Use, and the Company will not be liable for such amendments, changes, additions or deletions, vis-à-vis the users of this Website, or any third party.
General Terms and Conditions of Use
The contents of this Website are intended to provide general information of a promotional nature concerning the products and services provided by the Company to companies and/or individuals belonging to the same business sector of the Company.
The contents of this Website are exclusively addressed to companies and individuals of the same business sector having advanced and wide experience and knowledge in the products and services provided by the Company. In this regard, this Website is not addressed to consumers or individuals failing to have such experience and knowledge.
By accessing and using this Website you represent that: (i) you are a professional belonging to the same business sector of the Company; (ii) you have the necessary knowledge and experience concerning the nature, functionalities, and purposes of products and services similar or equal to the products and services provided by the Company; and (iii) you understand the nature of the information contained in this Website.
The contents of this Website are reviewed on regular basis by qualified members of the Company. Notwithstanding this, the Company does not warrant that the contents of this Website are fully updated, complete, or accurate at all times.
You can contact the Company by sending an electronic mail to the following address email@example.com. The Company will apply reasonable efforts to answer your requests for information. However, the Company will be entitled at all times not to respond to the requests for information in which: (i) the sender is not properly identified; or (ii) the information requested or the contents of the answer may imply, at the discretion of the Company, the disclosure of any confidential information, totally or partially, on the Company or third parties in accordance with: (1) the applicable legislation; or (2) the contents of the confidentiality agreements signed by the Company from time to time.
We request all users of this Website not to submit or send any original work to the Company, including, without limitation, description of functionalities, technical specifications, users’ manuals, data bases, software, designs, patents, or patent applications, preparatory documentation, catalogues of products or services, information, suggestions, proposals, diagrams, graphics, ideas, concepts, principles, methods, formulas, or any type of industrial or intellectual property rights . If despite this express request from the users of this Website not to send any original work to the Company, and disregarding such warning, you voluntarily choose to send to the attention of the Company by e-mail any type of industrial or intellectual property rights, the Company understand and you expressly accept that the full ownership of the industrial and intellectual property rights on such creations or works will be vested at all times to the Company for an indefinite term.
This Website and its contents are provided “as it is”. The Company does not grant any express or implied warranty of any kind. To the extent allowed by the applicable legislation, the Company excludes any express or implied warranty, including without any limitation, any implicit warranty of merchantability or suitability for particular purposes.
Industrial and Intellectual Property
All industrial and intellectual property rights on the contents of this Website as well as on the trademarks and the logos, graphics, designs, creations, data, info rmation and any other rights associated to or included in such contents are fully and exclusively owned by the Company worldwide, without any restriction or limitation, and for an indefinite term.
Any use of the contents of this Website for any purpose, including, without limitation, private, commercial, or non-commercial purposes is expressly prohibited. The sale, auctioning, renting, assignment, transfer, gift, donation, exchange, bartering, or any other type of use or exploitation of any products, services, contents, text, icons, logos, graphics, designs, contents, names, software, databases, or any other content or industrial or intellectual property included in this Website, for any purpose, and in any form, format, support, or technology, which is currently known or may be developed in the future, including, the use, reproduction or exploitation in any form of any of the mentioned contents, property, or rights in any other website, server, or network, without the consent of the Company in writing is also expressly prohibited.
In addition to the above, the Company expressly prohibits any third party from making or carrying out versions, or derivative works based on the any of the contents of this Website.
The Company only authorises the users to make one single copy in their computers for personal and non-commercial purposes, in order to read, assess, analyse, or review the information contained in this Website for the term such reading, assessment, analysis, or review of such information may last.
The Company only allows companies or users expressly authorised in writing by the Company to place links from their official websites to this Website.
The Company will not be held liable for failing to provide, totally or partially, accurate, complete or updated information in its Website. In addition to this, the Company will not be held liable for the losses and damages that may be caused to a user of this Website or any third party as a consequence of the use of the information included in this Website, or for any decision or action that may be made or taken, respectively, by such user or third party, on the bases of such information. In no event shall the Company be liable vis-à-vis the users of this Website for any consequential, indirect, incidental, special, or punitive damages, whether foreseeable or unforeseeable, (including claims for loss, interruption in use or unavailability of information or data) arising out of the use of or the access to this Website.
This Website contains links to third parties’ websites. Due to the nature of the Internet and the impossibility for the Company to review and verify on permanent and comprehensive basis each and all of the contents of the third parties’ websites, in their entirety. As a consequence, the user accepts full liability for the access and use of such third parties’ information, should that be the case, as well as for the losses and damages that it may experience as a consequence of the use of such third parties’ information.
General Conditions of Sale
(a) These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Ignion, S.L. (“Service Provider”) to You (“Customer”).
(b) The accompanying quotation, (the “Quotation”), if any, and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. If there’s any specific terms of the sale and purchase in the Quotation (the “Particular Conditions”) shall prevail over these Terms.
(c) These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
(d) By sending the Costumer a purchase request (“Order”), it shall be understood that the Customer knows and expressly accepts theses terms as a whole.
Once the Order has been issued, the Service Provider shall examine it and, when appropriate, formally accept it. Then these Terms and the Particular Conditions shall be binding between the Service Provider and the Costumer and it shall it considered that the concurrence of wills is met.
(d) If You are accepting these Terms on behalf of an organization or entity, You represent and warrant that you are duly authorized to accept it, on behalf of this organization or entity, for which You obligate them to comply with these Terms.
(a) Service Provider shall provide the services to Customer as described in the Order by You (the “Services”) in accordance with these Terms.
(b) Any Order formally accepted by the Service Provider cannot be cancelled by the Customer except with the Service provider’s consent, in writing. In any case, the Customer shall indemnify the Service Provider in full against all losses (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred as a result of the cancellation.
(c) The Customer shall not become the owner of the Services until the Service Provider has received the payment in full.
- Date of Delivery. Service Provider shall use reasonable efforts to meet any Date of Delivery specified, and any such dates shall be estimates only. The Service Provider shall not be liable for any losses, costs, damages or expenses caused directly or indirectly by any delay in the delivery of the Service howsoever caused.
- Customer’s Obligations. Customer shall:
(a) Cooperate with Service Provider in all matters relating to the Services as may reasonably be requested by Service Provider, for the purposes of performing the Services;
(b) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
(c) provide such customer materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and
(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
- Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
- Fees and Expenses; Payment Terms; Interest on Late Payments.
(a) In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order. In case the Payment Term has been agreed “in advance”, the Service Provider will engage the service only when the payment is duly credited. 30 days net means 30 days net from the invoice date.
(b) Customer agrees to reimburse Service Provider for all reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Expenses will be asked for approval in written in advance.
(c) In the event payments are not received by Service Provider, Service Provider may:
(i) charge interest on any such unpaid amounts at a rate of the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
(ii) suspend performance for all pending Services, if any, until payment has been made in full.
(d) The Service Provider reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price of the Services to reflect any increase in the cost which is due to any factor beyond the control of the Service Provider (including without prejudice any increase in the cost of labor, materials or other costs of manufacture), any change in the Date of Delivery, quantities or characteristics of the Service requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Service Provider adequate information or instructions.
- Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
- Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Quotation (collectively, the “Deliverables”) shall be owned by Service Provider. The sale to the Costumer of the Services does not convey to Costumer any intellectual property rights.
- Confidential Information.
(a) All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party.
(b) Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
(c) Service Provider shall be entitled to injunctive relief for any violation of this Section.
- Disclaimer of Warranties. Service provider makes no warranty whatsoever with respect to the Services, including any (i) warranty of merchantability; or (ii) warranty of fitness for a particular purpose; or (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.
- Limitation of liability.
(a) in no event shall service provider be liable to customer or to any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not service provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
(b) in no event shall service provider’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to service provider pursuant to this agreement or the applicable Quotation.
- Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
(a) fails to pay any amount when due under this Agreement;
(b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
- Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 120 days, Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
- Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
- Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of Spain without giving effect to any choice or conflict of law provision or rule (whether of Spain or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Spain.
- Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the courts of Barcelona, SPAIN and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
- Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Quotation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
- Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, and Submission to Jurisdiction/Arbitration
- Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
This Terms and Conditions of Use will be governed and interpreted in accordance with the Spanish legislation applicable form time to time. In addition to this, the users which access or use this Website expressly accept that any discrepancy which may arise in the interpretation, compliance or execution of this Terms and Conditions of Use will be subject to the exclusive jurisdiction of the courts of the city of Barcelona ( Spain ).
© Ignion, S.L. , March 2021, Sant Cugat del Valles ( Barcelona ), Spain . All rights reserved.