These terms and conditions (hereinafter, the “Terms and Conditions”) shall apply to the services to be provided by SP Control Technologies, S.L. (hereinafter, “Frenetic”), and constitute the contractual relationship between the client and Frenetic, along with the particular conditions that could be included in the relevant proposal for the provision of specific services (hereinafter, the “Services Proposal”).
The provision of the services by Frenetic shall be carried out in accordance with these Terms and Conditions and with the Services Proposal, which shall prevail over the Terms and Conditions, unless otherwise agreed in writing between the client and Frenetic.
By accepting a Services Proposal, whether for a Starter Program or for a Design and Consultancy Service, the client fully agrees with all the contractual provisions and conditions established in this document.
These Terms and Conditions shall be effective and be binding on the parties upon the date the Services Proposal is signed or, failing that, from the commencement date of the provision of the contracted services by Frenetic.
These Terms and Conditions shall remain in force during the term defined in the Services Proposal or, failing that, until the relevant services to be provided are duly rendered by Frenetic, unless these Terms and Conditions are earlier terminated in accordance with the terms indicated below.
3.- Payment terms and conditions
By accepting a Services Proposal, the client shall pay Frenetic the amounts established in such a Services Proposal. Those amounts shall be invoiced in accordance with the conditions determined in the Services Proposal and, unless otherwise agreed, payments shall be due within thirty (30) days after the invoice is generated. On each invoice, the corresponding increase for the applicable taxes shall be added to the price of the relevant services.
Any amount not paid when due pursuant to the relevant Services Proposal shall accrue interest of the legal maximum allowed from the due date of the payment to the date paid.
4.- Services provision
Frenetic offers the client a designing service of magnetic components that can be provided under two different and independent solutions:
a) Demo Program
The Frenetic Demo Program grants the client, for a reduced period of time, full access to the technology offered by Frenetic through its Web Platform www.spfrenetic.com (hereinafter, the “Platform”), at a reduced price for the first magnetic design.
Once the magnetic design is provided to the client, the client may request a quotation for the manufacturing and testing up of prototypes of his design and acquire a complete design and consultancy service.
The client shall not go to mass-production stage of a magnetic designed under a Demo Program until they get permission from Frenetic or they acquire another Frenetic program, moment in when the Intelectual Property of the design shall be transferred to the client.
b) Design and consultancy service
By this service, Frenetic provides the client with a service consisting in the design and manufacture of a prototype of the magnetic component requested by the client and in accordance with the specifications provided by the client, along with the relevant operational analysis and testing of such a prototype.
In both cases, Demo Program and Design and consultancy service, Frenetic undertakes to provide the services established in any Services Proposal with diligence and in accordance with the good industry practices and the applicable regulations.
As permitted by the applicable law, Frenetic shall not be liable for any damages arising out of or in connection with the non-performance or defective performance of the client’s obligations under these Terms and Conditions, nor for the use, manufacture or testing up of the results or deliverables provided as a result of the provision of the services, nor for any misuse by the client of those results or deliverables; whether through the design and consultancy service or the use of the Starter Program solution.
The client acknowledges that the works or deliverables provided under these Terms and Conditions are “made to order”, and that the obligations assumed by Frenetic under these Terms and Conditions are only with respect to the client and regarding the requirements and specifications provided by the client.
5.- Intellectual Property
Unless otherwise agreed between the Parties, Frenetic shall own the intellectual property rights over the services (including, but not limited to, any content, material, deliverable, design, invention, patent, utility model, know-how or algorithm, etc.) provided under these Terms and Conditions. The client may make copies of such works for its own internal use, but it shall not provide such works or copies thereof to any third party without Frenetic’s prior written consent.
Likewise, the client acknowledges that all intellectual property rights on any software solutions to which it may have access as part of the services and, in particular, regarding the Platform are exclusively owned by Frenetic. In these cases, the client only acquires a right of use over them for internal business purposes. Therefore, the client, unless expressly authorized by Frenetic, is not entitled, among others, to:
The client shall not use Frenetic’s trademarks, logos, trade names, Internet domain names, and any other distinctive sign without Frenetics's express prior written consent. Frenetic will only use the logos and distinctive signs of the client for the provision of services and the elaboration of the works agreed in the relevant Services Proposal, and for the elaboration of future services proposal or professional portfolios with third parties.
Notwithstanding the above, the intellectual property rights over the magnetic designs shall vest in the client once the client pays Frenetic the amount established in the relevant Services Proposal. In the event that the parties agree to enter into a Services Proposal for free, Frenetic shall remain the exclusive owner of the intellectual property rights on the magnetic designs.
6.- Early termination
The client may terminate these Terms and Conditions at any time by giving not less than thirty (30) days' written notice. In that case, the client shall pay Frenetic all services provided until the termination along with the investments incurred by Frenetic in order to provide the services. All the outstanding services shall be suspended.
The parties agree that, without the other party’s prior written consent, they will not, during the term of these Terms and Conditions and two (2) years after the termination of these Terms and Conditions for any reason, hire or solicit, directly or indirectly (through an intermediary), any employee, officer or senior manager of the other party.
The parties shall maintain strict confidentiality regarding the content of these Terms and Conditions and the relevant Services Proposal and all the information provided in relation with the provision of the services. This confidentiality obligation shall remain in force during the term of these Terms and Conditions and even after its expiry or termination.
Each party undertakes to maintain strict confidentiality regarding all the data, documents and information, including but not limited to Frenetic’s know-how, communicated to or accessed by the client to fulfil the Services Proposal and those, that, by virtue of their nature, must be treated as confidential information. In particular, Frenetic shall treat all the information regarding the designs or technical materials provided by the client under confidentiality.
In addition, the parties agree not to communicate such information to any other person or entity, not being able to reproduce, use, sell, license, expose, publish or disclose confidential information in any way without express written consent of the other party.
9.- Limitation of liability
The parties mutually guarantee the compliance with any and all the obligations they assume by virtue of theseTerms and Conditions and they shall not hold the other liable regarding any judicial or non-judicial claim for any cause related to the declarations contained in these Terms and Conditions, assuming at all cases the correct implementation of the provisions of the same, responding of such undertaking before the other party.
Each party will undertake payment of any economic amount that may be necessary to indemnify the other party for any damage or loss resulting from a breach or failure to comply with their obligations under these Terms and Conditions, and shall hold the other party harmless in any and all cases, including but not limited to administrative or criminal penalties. As permitted by the applicable law, the total liability of any party for any breach of these Terms and Conditions shall be limited to the amount corresponding to the fees received for the provision of the services contracted under the relevant Services Proposal.
Notwithstanding the above, the parties shall not be liable for consequential, indirect, punitive or exemplary damages of any kind, with respect to any claims based on these Terms and Conditions.
The samples provided by Frenetic shall be tested by the client in the first 15 days after reception. Any problem detected in the magnetics has to be inmediately notified to Frenetic. After this 15 days, Frenetic will not be responsible for any damage or malfunctioning not notified.
10.- Data protection
Any personal data provided by the parties shall be processed by the other with strict confidentiality, pursuant to the applicable law. Each party has been informed that their personal data will be processed by the other party with the sole purpose of fulfilling these Terms and Conditions, guaranteeing compliance with the applicable regulations.
The parties, as proprietors of the personal data provided, may at any time exercise their rights of access, rectification, erasure, restriction of processing, data portability and objection, in compliance with the provisions of the applicable data protection regulations. Such rights may be exercised in their respective addresses indicated in the Services Proposal.
In the event that, in order to provide some of the services under these Terms and Conditions, Frenetic accesses and/or processes personal data under client’s responsibility; Frenetic will be considered “Data Processor” and the client “Data Controller”, and they undertake to conclude the relevant Data Processing Agreement.
Any notification or communication between the parties shall be made at the address indicated in the Services Proposal, being the parties obliged to notify the other party any modifications in this regard.
Frenetic is entitled to assign, transfer or subrogate to third parties or any other company of its business group its rights and obligations under these Terms and Conditions, with sole obligation to communicate this decision to the client.
13.- Governing Law and Competent Jurisdiction.
These Terms and Conditions and any event that is not provided for herein will be governed by and construed in accordance with the laws of the state of Spain. The Parties, with regards to any conflict arising between them as a consequence of these Terms and Conditions, voluntarily and expressly agree to the Courts located in the city of Madrid.