ACCEPTANCE OF THESE TERMS
These General Conditions (the “Master Agreement”) govern the relationship between VITUM TECHNOLOGIES, S.L. (tax ID B16923061, C/ Miquela, 18, 17162 Bescanó, Girona, Spain; “Vitum”) and the customer that accepts them (“the Customer”), and apply to all of Vitum’s products and services.
The Customer accepts these Conditions and the applicable Annexes upon any of the following: (i) signing an Order or document that references them; (ii) paying a pro forma invoice; (iii) ticking the acceptance box at Platform sign-up; or (iv) accessing or using the products or services. Re-signing the Master Agreement is not required for later purchases.
Whoever accepts on behalf of a company represents that it has authority to bind it. If you do not agree, you must not accept or use the products or services.
STRUCTURE AND DOCUMENTS
Vitum develops the “Vitum Asset Hub” traceability and asset-management platform (web and app), supplies IoT hardware devices, and provides related professional services.
The Master Agreement contains the common conditions. The Annexes (A Software/SaaS, B Hardware, C Services, D Platform, E Data and SLA) govern each category and apply only when incorporated by an Order. Prices and the specific details of each transaction are set in the relevant Order.
These Conditions are permanently available at vitum.io/legal, identified by version and date. In case of conflict between language versions, the Spanish version prevails.
Clause 1. Definitions
“Master Agreement”: this document of general conditions.
- “Annex/Module”: each set of category conditions (A Software/SaaS, B Hardware, C Services, D Platform, E Data Protection and Service Level).
- “Order”: any commercial document (purchase order, pro forma invoice, accepted quotation, Platform sign-up) setting the price and specific conditions.
- “Platform”: Vitum Asset Hub (web and app). “Devices”: the hardware supplied. “Services”: the professional services.
- “Customer Data”: data entered or generated by the Customer in the Platform.
Clause 2. Object and structure of the framework
This Master Agreement sets the general conditions applicable to the entire relationship between the parties.
Contracting is structured in three layers: (i) this Master Agreement; (ii) the applicable Annexes; and (iii) the Orders. An Annex applies only when incorporated by an Order.
The Customer may procure additional products or services through further Orders, without re-signing the Master Agreement.
Clause 3. Contract documents and incorporation by reference
The contract comprises: the Master Agreement, the incorporated Annexes and the accepted Orders.
Acceptance of an Order (by signature, written confirmation, payment of the pro forma, or electronic acceptance at Platform sign-up) constitutes acceptance of the Master Agreement and of the referenced Annexes, which the Customer confirms it had a real opportunity to review beforehand.
The documents are permanently available at vitum.io/legal and/or attached to the Order, identified by version and date.
Clause 4. Customer’s purchasing conditions
The Customer’s general purchasing conditions shall not apply unless expressly accepted by Vitum in writing.
If both were to apply, this Master Agreement and its Annexes prevail.
Clause 5. Order of precedence
In case of conflict, the following order prevails: (1) special conditions negotiated and signed by Vitum in an Order; (2) the Order / pro forma / quotation; (3) the applicable Annex; (4) the Master Agreement; (5) referenced policies.
Notwithstanding the above, the Limitation of Liability, Intellectual Property and Data Protection clauses of the Master Agreement prevail over any lower document, unless expressly waived in writing by Vitum management.
Clause 6. Independent parties
The parties act as independent contractors, in their own name and at their own risk. The contract creates no agency, partnership, joint venture or employment relationship, and neither party may bind the other towards third parties.
Clause 7. Intellectual and industrial property
The Platform, software, firmware, documentation, trademarks and other elements are the exclusive property of Vitum or its licensors, protected by intellectual and industrial property law.
The Customer acquires no rights beyond those expressly granted in the applicable Annex. Reverse engineering, copying, distribution or unauthorised commercial use is prohibited.
Customer Data is and remains the property of the Customer. Ownership of Services deliverables is governed by Annex C.
Clause 8. Aggregated and anonymised data
Vitum may generate and use statistical, aggregated and/or anonymised data derived from use of the Platform and Devices, in a way that does not identify the Customer or any individuals, to operate, maintain and improve its products and services, produce metrics and market benchmarks, and develop new features, including artificial intelligence.
Such aggregated/anonymised data is Vitum’s property. This right does not affect the Customer’s ownership of its identifiable Data nor Vitum’s obligations under Annex E.
Clause 9. Feedback
If the Customer or its users provide feedback, ideas or suggestions about the products or services, Vitum may use them freely and without compensation to improve its offering, without granting the Customer any rights over the resulting improvements.
Clause 10. Publicity and references
With the Customer’s reasonable prior consent, Vitum may name the Customer and use its name and logo as a commercial reference (website, materials and case studies). The Customer may withdraw such consent in writing at any time.
Clause 11. Confidentiality
Each party shall keep the other’s non-public information confidential, using it solely to perform the contract, with no less care than for its own information, during the term and for 3 years thereafter.
Excepted is information that is public, lawfully obtained from third parties, or required by law or competent authority.
Clause 12. Data protection
Where Vitum processes personal data on behalf of the Customer, it acts as processor under GDPR (EU) 2016/679 and Annex E (Data Processing Agreement).
Each party shall comply with applicable data-protection law. Annex E prevails on matters of personal-data processing.
Clause 13. Warranties and disclaimers
Vitum shall provide the products and services with professional care. Specific warranties are set out in each Annex (A for software, B for hardware, C for services).
Except as expressly stated, the Platform is provided “as is”, without warranty of uninterrupted or error-free use. Vitum is not liable for failures caused by third-party hardware or services.
Clause 14. Limitation of liability
Vitum’s total aggregate liability to the Customer, on any basis, shall be limited to the amount actually paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
Vitum shall not be liable for indirect damages, loss of profit, loss of data, loss of business or loss of opportunity.
Liability is not limited for wilful misconduct, gross negligence, personal injury, or where it cannot be excluded by law.
Any claim under the contract lapses if not brought within twenty-four (24) months from when it could have been brought.
Clause 15. Term, suspension and termination
The Master Agreement takes effect upon acceptance of the first Order and remains in force while at least one Order is active.
Either party may terminate for material breach not cured within 30 days of formal notice, or for the other’s insolvency/bankruptcy.
Termination gives no right to refund of amounts already accrued. Clauses that by nature should survive (IP, confidentiality, liability, data) remain in force.
Clause 16. Force majeure
Neither party is liable for failures due to external causes reasonably unforeseeable or unavoidable (disasters, supply or network outages, acts of authority, etc.), for as long as they persist.
Clause 17. Assignment and subcontracting
The Customer shall not assign the contract without Vitum’s written consent. Vitum may subcontract, remaining responsible for its subcontractors, and may assign the contract to group companies.
Clause 18. Notices
The designated means of communication between the parties is email. Communications to Vitum shall be sent to [email protected]. Communications to the Customer shall be sent to the email address it provided in its Order or, failing that, to the Customer's administrator-account email on the Platform. Any change of address shall be given 2 weeks in advance.
Clause 19. Compliance, anti-bribery and export control
The parties shall comply with applicable law, including anti-bribery and sanctions law, and shall refrain from unlawful practices in connection with the contract.
The Customer shall comply with export-control and sanctions rules applicable to the Devices and technology (including dual-use), and shall not re-export or transfer them to restricted destinations or persons.
Clause 20. Governing law and jurisdiction
The contract is governed by Spanish law. Waiving any other jurisdiction, the parties submit to the Courts and Tribunals of Girona.
Clause 21. Miscellaneous
Entire agreement: the Master Agreement, its Annexes and the Orders constitute the entire agreement on their subject matter and supersede prior arrangements, without voiding the Annexes or Orders that form part of it.
Partial nullity: invalidity of a clause does not affect the rest. Amendments: by written agreement or via new versions published and notified 30 days before renewal.
Language: multilingual document; the Spanish version prevails.