Subscribe to our newsletter
Thank you for subscribing! 1.1 "Agreement" means these General Terms and Conditions together with the terms of any applicable Specification Document.
1.2 "Customer" means the organization or person who purchases goods and services from the Supplier.
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how, and all other forms of intellectual property wherever in the world enforceable.
1.4 "Specification Document" means a statement of work, quotation, or other similar document describing the goods and services to be provided by the Supplier.
1.5 "Supplier" means TRISON EUROPE, S.L.U. or any of its other group entities.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services, the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price to be paid. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but shall not be liable for delays caused by third parties or the Customer which delay the provision of any service.
2.4 The Supplier shall request permission from the Customer to actively promote or advertise any project for marketing or sales activities.
3.1 The price for the supply of goods and services is as set out in the Specification Document. The Supplier shall invoice the Customer as agreed.
3.2 Final payment shall be due no later than 30 days after the commencement of the project unless otherwise stated. The Supplier shall be entitled to charge interest on overdue invoices at a rate of 8% per annum above the interest rate applied by the European Central Bank to its most recent main refinancing operation, in accordance with Law 3/2004 on combating late payment in commercial transactions.
3.3 In the event that the Customer's procedures require an invoice to be submitted against a purchase order for payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
3.4 Where the Customer has more than one outstanding invoice, any payment made by the Customer to the Supplier shall be assigned to the oldest outstanding invoice, unless specifically agreed otherwise in writing by the Supplier.
All goods shall conform only to the specifications in the Specification Document. For the avoidance of doubt, no description, specification, or illustration contained in any product brochure or other sales or marketing literature of the Supplier, and no written or oral representation, correspondence, or statement shall form part of the contract.
5.1 The delivery date specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, cost, damages, charges, or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3 The Supplier reserves the right to suspend or terminate any service, including web services and licenses, in the event of total or partial non-payment within the agreed terms. Such suspension shall not relieve the Customer of its outstanding payment obligations.
6.1 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full for the Goods.
6.2 Any custom programming, source code, or development made for the Customer shall remain the property of the Supplier and may be used for other projects. Once full payment has been cleared, the Customer will receive a non-exclusive, non-transferable license to use the front-end project deliverables, but the intellectual property of the source code and base libraries shall remain with the Supplier. The Customer may use such programming solely with respect to the operation or modification of the deliverables and for no other purpose, including the assignment of such license or sub-license.
6.3 Any graphic material, images, or text supplied and/or designed by TRISON shall remain the property of TRISON and/or its suppliers. The Customer is granted a license to use the copyrighted material solely for the project defined in the scope and for no other purpose. The Customer may request permission in writing to use materials in a manner other than that originally supplied, and Trison may charge for such additional use. Any third-party software or code used remains the property of the creator, and license fees or updates are the responsibility of the Customer.
7.1 To enable the Supplier to perform its obligations, the Customer shall cooperate with the Supplier, provide any information reasonably required, obtain all necessary permissions and consents prior to commencement, and comply with the requirements of the Specification Document.
7.2 The Customer shall indemnify the Supplier for expenses incurred due to a breach of Clause 7.1.
7.3 In the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as liquidated damages and not as a penalty the full amount of any third-party costs to which the Supplier has committed. Furthermore, in respect of cancellations on less than five working days' written notice, the Customer shall pay the full amount of the goods and services contracted for as set out in the Specification Document.
7.4 If the Customer or third parties prevent or delay the performance of the Supplier's obligations: (a) the Supplier shall have no liability for the delay; (b) the project schedule shall be amended accordingly; and (c) the Supplier shall be entitled to claim reasonable additional costs resulting from such delay.
8.1 The parties may agree on new Specification Documents reflecting changes in scope and price.
8.2 The Customer may request alterations to the Specification Document by notice in writing to the Supplier.
8.3 Following such request, the Supplier shall communicate whether it accepts to perform the alterations and under what new terms. The Customer shall confirm in writing within 5 working days if they wish to proceed under the new conditions.
9.1 The Supplier warrants that, for a period of six (6) months from delivery, the goods shall be free from material defects in design, workmanship, or materials.
9.2 The Supplier warrants that the services shall be performed with reasonable skill and care in accordance with accepted industry standards.
9.3 Except as expressly stated in this Agreement, all other warranties, conditions, or terms, whether express or implied, statutory or otherwise, are excluded.
The Customer shall indemnify and hold the Supplier harmless against all claims, costs, and expenses incurred by the Supplier arising from the Customer's breach of any of its obligations under this Agreement, or from third-party claims alleging intellectual property infringement regarding materials supplied by the Customer.
11.1 Except in the case of death or personal injury caused by the Supplier's negligence, the Supplier's total liability under this Agreement shall be limited to the amount actually paid by the Customer for the service or product subject to the claim.
11.2 The Supplier shall not be liable to the Customer under any circumstances for loss of profit, loss of business, depletion of goodwill, or for any indirect or consequential damages.
Either party may terminate the Agreement if the other:
12.1 Commits a material breach not remedied within 30 days after being notified.
12.2 Commits an irremediable material breach.
12.3 Enters into liquidation, insolvency, receivership, or ceases trading.
TRISON retains intellectual property ownership of all working files and Intellectual Property Rights resulting from the execution of the Contract. The Customer warrants that the content supplied under its instructions does not infringe third-party rights and shall indemnify TRISON against any claims in this regard.
Neither party shall be liable for delays or failures due to events beyond its reasonable control, being entitled to a reasonable extension of its obligations.
The parties are independent contractors. The Supplier may engage subcontractors to provide the services without being relieved of its obligations.
The Customer may not assign its rights or obligations under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is declared void or ineffective by a competent court, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
Failure to strictly enforce a term of the Agreement shall not constitute a waiver of such term or of the right to enforce it subsequently.
Failure to strictly enforce a term of the Agreement shall not constitute a waiver of such term or of the right to enforce it subsequently.
This document constitutes the entire agreement between the parties and supersedes any prior proposal or agreement. It may only be modified in writing signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22.1 This Agreement is governed by Spanish law.
22.2 For any dispute, the parties submit to the Courts and Tribunals of A Coruña, expressly waiving any other jurisdiction.
Updated: