General Terms and Conditions of Use

1.    Purpose and acceptance

These general terms and conditions of use (hereinafter, referred to as the "General Conditions") regulates the use of the website https://extranet.idiada.com/web/idiada/terms-of-use (hereinafter, referred to as the "Website"), property of IDIADA Automotive Technology, S.A. (hereinafter, referred to as "IDIADA") and the terms and conditions of hiring of services offered through the Website (hereinafter, referred to as the "Services").

For the purposes of these General Conditions, it is expressly set of record that IDIADA is a Spanish public limited company, with registered office at L'Albornar, PO Box 20, E-43710, Santa Oliva (Tarragona) Spain, filed with the Commercial Registry of Tarragona under Volume 1,506, Sheet 1, Page T-18,969, and holder of Identification Tax Number A-43,581,610.

IDIADA provides information regarding certain Services and offers the possibility of hiring them through the Website. To this end, the persons intending to hire Services through the Website shall have the status of "Affiliated". Such status is acquired only by sending an e-mail to the professional of IDIADA responsible for the relevant client intending to have the status of "Affiliated". The details of IDIADA's professional to whom the e-mail should be directed shall be specified in the quotation sent to the client as stated in point 3 herein below.

These General Conditions are the only terms and conditions applicable to the use of the Website and to the hiring of Services through the Website, and substitutes and derogates all other previous conditions in relation to its object, unless prior written agreement between IDIADA and the Affiliated is provided. Consequently, the Affiliated which accesses the Website and/or hires Services through the Website accept to abide by and are bound by these General Conditions in accordance with the wording of the same at the time they access the Website.

Each party shall bear its own costs arising in connection with its use of the Website and the Website's applications, including without limitation personnel costs, the cost of procuring and operating its communications facilities and related software, the cost of correcting malfunctions of its equipment, the cost of tracing real or supposed errors, and the cost necessary to keep its communication facility up to the state of the art.

Any Affiliated who accesses or operates through the Website must have enough legal capacity to enter into contracts.

2.    Services and prices

The descriptions of the Services are based on assumptions subject to change and the Affiliated should not rely on the availability or functionality of Services until they are effectively offered through the Website. IDIADA reserves the right in its sole discretion to determine how registration and other promotions will be awarded. This determination includes, without limitation, the scope, nature and timing of all such awards.

The Services offered by IDIADA through the Website essentially consist of proving ground facility services and homologation services, and Affiliated shall also have the possibility to download the relevant reports regarding services previously hired to IDIADA. The particular Services to be hired by Affiliated at any time shall be determined in the specific conditions of each relevant quotation or offer to be furnished by IDIADA.

The content, photos, graphic representations, iconographies, videos, copyrights, trademarks, trade names or other proprietary rights in the Website related to the Services are posted in the Website to provide additional information with regard to Services and IDIADA's premises. Notwithstanding, Affiliated have to take into account that such information is only for reference purposes, therefore, it does not have comprehensive nature.

The Website provides information regarding the availability of Services from time to time. In the event that, after the Services are offered by IDIADA and such offer is accepted by the Affiliated the Services are not available due to grounds of Force Majeure, IDIADA shall inform the Affiliated by e-mail about the cancellation, total or partial, of the relevant offer.

The price, form of payment, execution and time-frame for execution of the Services offered in the Website shall be provided separately for each service order by means of an individual offer or quotation issued by IDIADA through the Website.

All taxes due and payable on any payment to IDIADA are the sole responsibility of the Affiliated. Thus, any payment received by IDIADA shall correspond to the total net amount stipulated in the corresponding offer, after any deduction has been made. If the Affiliate is required by its applicable domestic law to withhold any tax on any payment to IDIADA, the Affiliate shall assume and settle all such taxes and provide official evidence that such payment has been made.

3.    Hiring of Services through the Website

IDIADA offers its services to clients through quotations. In the quotations sent to IDIADA's clients it shall be included the possibility to hire the specific services offered through the Website in case such services may be contracted in the Website.

For the purposes of an efficient management of the Website by clients and after the client has sent the e-mail applying for the status of Affiliated, an administrator within the client's organization shall be appointed. The administrator shall be able to apply for registration of Affiliated and, in the event that an Affiliated leaves the client's company, he shall be responsible for keeping in force the access to the Website.

Once the application for new registration is submitted, the Affiliated shall receive an e-mail specifying the username and password to access the Website.

4.    Cancellation of service orders

The Affiliated may cancel a service order accepted by IDIADA within seven (7) days from such acceptance, that is, the date in which the contract between IDIADA and the Affiliated is deemed to be executed. Any request for cancellation shall be made  through the link posted in the Website for this purpose and within the above-referred term stating the willingness to cancel the provision of the Services requested and, as the case may be, indicating a bank account number for the return of any payment made regarding the service order cancelled.

In the event that IDIADA has started the rendering of the Services hired before the end of such seven-day term with the consent of the Affiliated, the request for cancellation shall not be accepted.

In any case, the cancellation of a service order within the above-mentioned seven-day term shall not imply any penalty for the Affiliated. Notwithstanding, a cancellation fee equal to 1% of the price of the Services hired shall be borne by the Affiliated for administrative costs. Likewise, if the Affiliated has paid any amount for the Services cancelled, IDIADA shall return such amount through bank transfer to the bank account provided by the Affiliated for this purpose which shall be executed within forty-eight (48) hours from the cancellation request. The costs for the transfer of funds shall be deducted from the mentioned amount.

Once the referred seven-day term from IDIADA's acceptance has elapsed, no cancellation requests shall be accepted.

5.    Data protection

In compliance with the provisions of Law 15/1999 dated December 13 on the Protection of Personal Data, IDIADA informs Affiliated that his/her/its personal data will be incorporated into an IDIADA file. This file has been created for the purpose of giving information about the Services, offers and news that may interest the Affiliated, for on-line hiring of Services, for carrying out promotional and advertising activities by any means, including sending e-mails, as well as for responding to Affiliated questions or information requests (by e-mail or by any other similar means).

The Affiliated expressly authorizes IDIADA to use the aforementioned data for the purposes described above. The Affiliated expressly authorizes IDIADA to transfer his/her/its personal data to the APPLUS+ group of companies to which IDIADA belongs to (check the website for details about the businesses composing the group). Such companies shall make use of the aforementioned data in the terms and for the same purposes described above. The Affiliated is the sole responsible party and shall respond to the reliability and correctness of the personal data provided to IDIADA, who is therefore exonerated from any responsibility for such data.

The Website uses cookies, which is a small data file that can be placed on your hard drive. The Website may use cookies to collect, store and sometimes track information for statistical purposes, to improve the products and services APPLUS+ group of companies provide and to customize the Affiliated browsing experience. These cookies do not enable third parties to access any personal information. With regard to the data obtained, the Affiliated may exercise his/her/its right to access, rectify, cancel and object to such data, as well as the right to withdraw his/her/its consent for transferring this data, or for any of the uses described above.

Any Affiliated may exercise the rights referred above  through the link posted in the Website for this purpose. If thought fit, a copy of the Affiliated ID or passport will be required as a proof of identity.

6.    Intellectual Property Rights

"IDIADA" is a trademark registered in the Trademark Registration Office of the European Union under number 011989068 and 011988953, and the Website "www.idiada.com" is a domain name registered by IDIADA, therefore it is expressly forbidden any use of such trademark or domain name (or any similar distinctive sign which may imply confusion regarding their origin or ownership) by third parties without the prior written consent of IDIADA.

This Website is the property of IDIADA. The intellectual property rights and the rights for the usage and copying of this Website, its pages, screens, the information they contain, their appearance and design, as well as the links from it to other websites that belong to IDIADA are the exclusive property of the latter, unless otherwise specified. Any names, designs and/or logos and any other product or service offered and reflected on this Website, are duly registered trademarks. Any misuse of these by persons other than their rightful owner, may be prosecuted in accordance with current legislation. Downloading of the contents, and the copying or printing of any page of this Website, are solely authorized for personal and private use. It is forbidden to copy, transmit, modify or delete the information, content or warnings of this Website without the prior written authorization of IDIADA. In this sense, IDIADA reserves itself the right to take the appropriate legal action to defend its rights.

It is expressly set on record that no license or authorization, whether express or implicit, is granted through this Website over intellectual property rights or any other right or property directly or indirectly related to the content included in the Website.

7.    Responsibility of IDIADA

Without prejudice of that foreseen in the applicable legislation, IDIADA's liability in connection with these General Conditions or the Services rendered through the Website for any claim or whatever reason, regardless of the form of the action giving rise to such liability, shall be limited to an amount equal to the price of the Services hired by the Affiliated.

IDIADA accepts no liability in connection with, including but not limited to, the following circumstances:

(i)    any deficiencies in the service provided by the server, or the communications networks, or problems arising from the malfunction or use of non-optimized versions of browsers;

(ii)    any damages caused by any computer virus and which may be derived from browsing its Website;

(iii)    the contents and opinions of third parties uploaded to the Website, or the information contained in the websites of third parties that may be accessed by links or search engines on the Website, as the function of these is to inform the user about the existence of other sources of information on the subject on the Internet where he will be able to expand the information provided on this Website, and which under no circumstances implies a suggestion, invitation or recommendation of them. IDIADA will therefore not be liable for the results obtained through said links;

(iv)    the use that Affiliated may make of the contents of the Website or links or search engines on the Website, infringing intellectual property rights of third parties or included in the Website;

(v)    the access by minors to the contents of the Website and the sending of personal data without prior authorization of their parents or guardians;

(vi)    damages derived from the malfunctioning of internet access or network providers, grounds of Force Majeure or any other unexpected contingencies beyond IDIADA's control; and

(vii)    failures or incidences that could take place in the communications, erasure or incomplete transmissions so that it is not guaranteed that the services of the Website are constantly operative

IDIADA undertakes to solve any problems that may arise and give, if thought fit, full support to Affiliates in order to reach a quick and satisfactory solution for eventual incidences in the Website.

8.    Applicable law and jurisdiction. Resolution of disputes.

This General Conditions shall be governed by the legislation of Spain.

All disagreements arising in connection with the present General Conditions or the Services rendered thereby shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

Should cases of disagreement arise for which arbitration is not legally applicable, IDIADA and the Affiliated shall submit themselves to the jurisdiction of the Courts of El Vendrell (Tarragona, Spain) and shall renounce the jurisdiction that may have applied to them.

9.    Miscellaneous

9.1.    Assignment prohibition

Neither IDIADA nor Affiliated hereto shall assign their contractual position under these General Conditions without the prior written consent of the other party.

Notwithstanding the above, IDIADA shall be entitled to assign its contractual position under these General Conditions to another company or entity of its group (under the concept of group set forth in section 4 of the Spanish Securities Act).

9.2.    Severability

Should any of the provisions of these General Conditions be declared void, invalid or unenforceable, such declaration shall not affect the remaining provisions which shall remain in force and interpreted taking into account the original intention of the parties and the purpose of these General Conditions.

9.3.    Entire agreement

These General Conditions constitutes the entire agreement of the parties on the date it is entered into, regarding the matters set out in the General Conditions, and substitutes and derogates all other previous agreements in relation to its object.

9.4.    Amendments

IDIADA may change these General Conditions from time to time and at any time, and without actual notice to Affiliated. All such changes to these General Conditions will appear on the Website. IDIADA encourages Affiliated to check for changes to these General Conditions regularly. By using the Website following any modifications to these General Conditions, Affiliated agree to be bound by any such modifications to these General Conditions. Unless explicitly stated otherwise, any new features that augment or enhance the current Website shall be subject to these General Conditions.

9.5.    Correspondence between the parties

All communications directed to IDADA by Affiliated shall be made through the relevant link posted in the Website for this purpose, unless otherwise foreseen in these General Conditions or in the Website for particular procedures or circumstances.