Maxwell Applied Technologies

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES

SCOPE OF APPLICATION
1. These General Terms and Conditions govern the provision of the services performed by MAXWELL APPLIED TECHNOLOGIES, S.L. (hereinafter, “MAXWELL”), with registered office at Rúa das Hedras, No. 2, 3rd Floor-D, Milladoiro (Postal Code 15865), Ames (A Coruña – Spain), and Spanish Tax Identification Number (N.I.F.) B-70.602.982, for any Customer, which shall in all cases contract in its capacity as a business or professional, within the scope of its business or professional activity (the “Customer”). MAXWELL’s corporate purpose is the design and development of solutions in the field of electronic engineering, including the provision of services such as simulation, technical advice, characterization, verification or manufacturing of electronic systems (Spanish economic activity code CNAE: 71.12). MAXWELL does not contract with consumers or users, and therefore these General Terms and Conditions are addressed exclusively to businesses and professionals.
2. The Customer acknowledges that it has had actual and sufficient access to these General Terms and Conditions before entering into the contract and represents that it has read and understood them.
3. The provision of the services is subject to the Customer’s full acceptance of these General Terms and Conditions. Acceptance of these General Terms and Conditions shall exclude the Customer’s own general terms and conditions, unless expressly accepted in writing by MAXWELL.
4. The placing of an order entails full and unqualified acceptance of these General Terms and Conditions, provided that they have been made available to the Customer beforehand in a clear and accessible manner.
5. If a specific agreement exists between MAXWELL and the Customer affecting any of the matters covered in this document, the terms of such specific agreement shall prevail.
6. If any provision of these General Terms and Conditions is declared null, void, invalid or unenforceable, in whole or in part, this shall not affect the validity of the remainder of the contract, which shall remain in effect to the fullest extent legally possible. The affected clause shall be replaced by a valid provision that approximates as closely as possible the intended economic and legal purpose, while in all cases complying with applicable mandatory law.
OFFER AND FORMATION OF THE CONTRACT
1. The applicable prices shall be those set forth in the quotation, offer or pro forma invoice issued by MAXWELL or, failing that, in the fee schedule in effect on the date the order is received.
2. Offers shall remain subject to acceptance during the term stated therein. In the absence of an express term, the offer shall remain valid for thirty (30) calendar days from its date of issuance. MAXWELL may withdraw or modify an offer before its acceptance by the Customer, unless the offer was issued on an irrevocable basis or applicable law provides otherwise.
3. The information contained in the services catalog, website and any other MAXWELL communication shall be for guidance purposes only, unless it is expressly incorporated into the offer, quotation or contract. MAXWELL may modify such information for the future, without affecting orders already accepted.
4. The contract shall be deemed formed when both of the following occur: (a) the Customer places the order; and (b) MAXWELL expressly confirms such order by e-mail or other written means.
5. Once confirmed by MAXWELL, orders may not be modified or delayed by the Customer without MAXWELL’s express written consent and the prior payment of any reasonable and duly documented costs arising from such modification.
CONTENT AND SCOPE OF THE SERVICES
1. The services shall be strictly limited to those specified in the quotation or offer issued by MAXWELL. Any modification, additional design iteration or change in the Customer’s requirements shall require written acceptance by both parties and may be subject to a review of the technical terms, economic terms and schedule.
2. The Customer’s technical specifications and/or particular requirements regarding the service shall be enforceable only if they have been duly communicated to MAXWELL in a verifiable manner and MAXWELL has expressly included them in the quotation or offer.
3. The scope of the service shall not be deemed to include any work not expressly contemplated in the quotation or offer, nor any work arising from the resolution of issues unrelated to the contracted services.
4. The delivery deadlines stated in the offer shall be estimates only, unless they have been expressly agreed to be essential or binding. Such deadlines shall be conditional upon the Customer providing, in due time and form, all necessary information, parameters, documentation and materials for the services delivery. Any delay attributable to the Customer shall suspend the running of the delivery period for an equivalent period of time.
5. MAXWELL reserves the right to subcontract the performance of the services in part, while in all cases remaining liable to the Customer for the work performed by its subcontractors. MAXWELL shall require its subcontractors to assume appropriate confidentiality, security and regulatory compliance obligations, including, where applicable, obligations relating to personal data protection.
CUSTOMER OBLIGATIONS
1. The Customer undertakes to provide MAXWELL, within the agreed time periods, with all information, technical documentation, parameters, input data and specifications necessary for the proper performance of the services.
2. The Customer shall appoint a technical contact person with sufficient decision-making authority for project coordination, validation of deliverables and resolution of incidents during performance of the service.
3. The Customer assumes responsibility for the truthfulness, accuracy and currency of the information provided to MAXWELL. Accordingly, MAXWELL shall not be liable for failures or deficiencies in the services that result directly from erroneous, incomplete or outdated input data provided by the Customer, provided that MAXWELL could not reasonably have detected such errors by applying the required professional standard of care.
4. The Customer undertakes to cooperate actively with MAXWELL for the proper performance of the service, including by providing access to facilities, systems or additional information that may be necessary.
REVIEW AND ACCEPTANCE OF DELIVERABLES
1. Upon receipt of each deliverable, the Customer shall have ten (10) business days to review the work and notify MAXWELL in writing of any reasoned nonconformity.
2. If such period elapses without an express notice from the Customer, the deliverable shall be deemed accepted for operational and invoicing purposes. However, such acceptance shall not limit any claims or actions that the Customer may have for latent defects or lack of conformity under applicable law.
3. The quotation or offer may specify the number of review rounds included in the price. Additional iterations shall be quoted and invoiced separately in accordance with the applicable fee schedule or offer.
ABSENCE OF WARRANTY
1. The services provided by MAXWELL are experimental, exploratory or research in nature and do not, in any event, constitute a validated commercial product. Accordingly, MAXWELL grants no warranty, whether express or implied, with respect to the deliverables and, in particular, does not warrant their merchantability, their fitness for any purpose other than the one expressly agreed, or the absence of errors, defects or technical limitations inherent to the experimental nature of the work.
2. Verification of the conformity of each deliverable with the specifications expressly agreed in the quotation or offer, as well as the detection of any defects or lack of conformity, shall be carried out solely through the review and acceptance procedure set forth in clause 5. For this purpose, the Customer shall have the ten (10) business day period established in that clause to examine each deliverable and notify in writing any reasoned nonconformity, such period operating as a period for the verification of any defects in the deliverable.
3. In any event, the verification provided for in the preceding clause shall not extend to, and MAXWELL shall assume no liability for: (a) nonconformities, defects or failures arising from specifications, requirements, data, materials or instructions provided by the Customer; (b) modifications, manipulations, integrations or developments made to the deliverable by the Customer or by third parties without MAXWELL’s authorization; (c) use of the deliverable for a purpose other than that agreed or under conditions not contemplated.
4. Without prejudice to the foregoing, the services constitute an obligation to use professional means as set forth in clause 9, to whose limitations of liability the provisions of this clause are subject. The provisions of this clause replace, to the maximum extent permitted by law, any other warranty, whether express or implied, and are without prejudice to any rights that may correspond to the Customer under applicable mandatory law.
PRICE AND PAYMENT TERMS
1. The prices quoted in the quotation or offer do not include VAT or other taxes payable by the Customer, unless expressly stated otherwise, nor any other expense and/or fee, including bank charges, incurred to make payment of the price, which shall be borne exclusively by the Customer.
2. Payment of the price may not, under any circumstances, be made conditional upon the receipt of grants, subsidies, external financing or any other benefit of any kind.
3. If, for reasons not arising from a breach by either party, a service cannot be fully completed, MAXWELL shall be entitled to invoice the proportional part corresponding to the work actually performed.
4. Failure to comply with payment obligations shall entitle MAXWELL, at its election, to: (a) terminate the contract with the right to claim damages; (b) suspend the provision of the services, after notice to the Customer, where the non-payment is not cured within the reasonable period stated by MAXWELL; or (c) demand payment of the outstanding amount plus the legally applicable default interest. In commercial transactions between businesses or professionals, the regime on interest and compensation for collection costs set forth in Spanish Act 3/2004 of December 29 shall apply, where applicable.
CONFIDENTIALITY
1. Both parties undertake to keep strictly confidential all technical, commercial or other information that is designated as confidential or that, by its nature, should be understood to be confidential, and to which they have access in connection with the contractual relationship.
2. The confidentiality obligation shall survive for a period of three (3) years after the completion or termination of the contract, for any reason. However, information constituting a trade secret, undisclosed know-how or information whose nature requires a higher level of protection shall remain confidential for as long as it retains such character and the law permits such protection to be enforced.
3. The confidentiality obligation shall not apply to: (a) information that is or becomes part of the public domain for reasons not attributable to the parties; (b) information that is legally required by a competent authority; and (c) information already in the possession of the receiving party before its disclosure.
4. MAXWELL may make general reference to the existence of the commercial relationship with the Customer as part of its portfolio or commercial activity, unless the Customer expressly instructs otherwise. The use of the Customer’s trade name, trademarks, logos, testimonials or project details shall require the Customer’s prior written authorization and may not involve disclosure of confidential information.
LIABILITY AND LIMITATIONS
1. To the maximum extent permitted by law, MAXWELL’s contractual liability to the Customer shall be limited to a maximum amount equal to fifty percent (50%) of the price of the services in connection with which the claim arose. For recurring services, such limitation shall be calculated on the basis of the price paid by the Customer to MAXWELL during the twelve (12) months immediately preceding the claim. This limitation shall not apply in cases of willful misconduct, gross negligence, personal injury, breach of confidentiality obligations, data protection obligations, intellectual or industrial property obligations, or where applicable law prohibits limiting liability.
2. To the maximum extent permitted by law, MAXWELL shall not be liable to the Customer, nor to any third parties connected with the Customer, for lost profits, loss of revenue, downtime costs, loss of opportunity or indirect, consequential or special damages, regardless of the cause giving rise to them. This exclusion shall not affect liabilities that may not be excluded or limited under applicable mandatory law.
3. MAXWELL shall assume no liability for operating defects, errors, costs, damages and/or liabilities that are the direct consequence of specifications, requirements, configurations, instructions, materials or data incorporated at the Customer’s request, provided that MAXWELL has acted with the required professional standard of care and, where the risk was reasonably foreseeable, has warned the Customer.
4. The Customer shall indemnify and hold MAXWELL harmless from and against third-party claims arising from the Customer’s materials, data, instructions, specifications, uses, integrations or decisions, except to the extent the claim is attributable to MAXWELL’s breach, willful misconduct, gross negligence or negligence.
5. MAXWELL’s obligations in connection with the provision of services constitute obligations to use professional means and not obligations to achieve a specific result, unless the offer or specific contract expressly establishes a specific guaranteed result. MAXWELL undertakes to perform the services with the required professional standard of care and in accordance with the applicable state of the art, without guaranteeing that the deliverables, designs or models will achieve any specific technical, economic or operational performance, milestone or result other than the agreed specifications, or that they will be fit for any particular purpose not communicated by the Customer and expressly accepted by MAXWELL.
6. The limitations of liability set forth in this clause shall prevail over any conflicting provision contained in commercial, technical or pre-contractual documentation, unless a specific written agreement expressly identifies this clause and establishes a different liability regime. Under no circumstances shall such limitations operate against liabilities that may not be limited by law.
FORCE MAJEURE
1. MAXWELL shall not be liable to the Customer, nor shall it be deemed to have breached the Contract, for any delay in performance or failure to perform its obligations under the Contract if such delay or failure is due to or arises from a force majeure event.
2. In the event of force majeure, MAXWELL may delay performance of the order while the event and its effects continue, informing the Customer as soon as reasonably possible. If the force majeure situation prevents performance for a prolonged period or makes performance definitively impossible, either party may terminate the affected part of the order, without prejudice to MAXWELL’s right to collect payment for services actually provided and to the Customer’s right to a refund of any advance payments corresponding to services not performed.
COMPLIANCE AND CODE OF ETHICS
1. The Customer represents that it is aware of, accepts and undertakes to comply with the provisions of MAXWELL’s Code of Ethics and Conduct in force at the time of contract acceptance, provided that such Code has been made available to the Customer beforehand or in an accessible manner. A material and proven breach of such Code may constitute grounds for contractual termination, following notice to the Customer and, where the breach is curable, the granting of a reasonable cure period.
2. MAXWELL has an internal whistleblowing channel available at https://whistleblowing.televescorporation.com/en , through which any conduct or breaches that may be contrary to such Code or to applicable law may be reported.
INTELLECTUAL AND INDUSTRIAL PROPERTY
1. Title to and intellectual and/or industrial property rights in the offer and the information attached thereto, as well as in the technologies, platforms, tools, methodologies, software, models, algorithms, know-how, templates and any other pre-existing asset developed, acquired or licensed by MAXWELL and used in the provision of the services, shall belong exclusively to MAXWELL and/or its suppliers. Unless otherwise expressly agreed in writing, ownership of all intellectual and industrial property rights in the results, developments and deliverables generated in the performance of the services shall belong to and be exclusively reserved to MAXWELL, and neither the engagement nor the payment of the price shall imply any assignment of such rights to the Customer, notwithstanding to be granted with the license to use set forth in clause 12.2.
2. Unless otherwise agreed in writing, once the price of the services has been paid in full, MAXWELL grants the Customer a non-exclusive, non-sublicensable, non-transferable license, limited to the internal or professional purpose for which the services were contracted, to use the final deliverables made available by MAXWELL. The grant of this license does not imply any assignment or transfer of intellectual or industrial property rights, which MAXWELL retains in full. Such license does not include access to, assignment of or independent exploitation of MAXWELL’s tools, source code, algorithms, models, methodologies, know-how or pre-existing assets, unless expressly provided in the offer or specific contract.
3. MAXWELL reserves the right to reuse, in future projects, the methodologies, technical knowledge, experience and generic developments obtained during the provision of the services, provided that such reuse does not involve the disclosure of the Customer’s confidential information, personal data, trade secrets or materials or intellectual or industrial property rights owned by the Customer.
4. All MAXWELL distinctive signs are registered or unregistered trademarks owned by MAXWELL. The Customer is not authorized to reproduce, display or use them without prior written authorization.
PERSONAL DATA PROTECTION INFORMATION
1. Controller: MAXWELL APPLIED TECHNOLOGIES, S.L.
2. Purpose: to manage the contractual and pre-contractual relationship with the Customer, process orders, provide the services, manage invoicing, collections, operational communications and responses to inquiries, comply with legal obligations and, where applicable and where there is a sufficient legal basis, send commercial communications relating to MAXWELL services.
3. Legal basis: performance of the contract or implementation of pre-contractual measures requested by the data subject; compliance with legal obligations; MAXWELL’s legitimate interest in the ordinary management of the business relationship and, where necessary, the data subject’s consent.
4. Retention: personal data shall be retained for the duration of the contractual relationship and, once it has ended, for the legally established periods required to comply with legal obligations and address potential claims.
5. Rights: the data subject may exercise the rights of access, rectification, erasure, objection, restriction of processing, data portability and, where applicable, the right not to be subject to automated individual decision-making, by sending a communication to dpo@televescorporation.com or to the registered office indicated, providing the information necessary to process the request. The data subject may also file a complaint with the Spanish Data Protection Agency. The Customer may consult additional information in the data protection policy: https://legal.televes.com/webs/maxwell-privacy?lang=en
6. Where, for the provision of the services, MAXWELL must process personal data on behalf of the Customer, the parties shall execute or incorporate the corresponding data processing agreement pursuant to Article 28 of the GDPR before such processing begins.
GOVERNING LAW AND COMPETENT JURISDICTION
1. The relationships between the parties arising from this contract shall be governed by the laws of Spain.
2. For any matter arising from performance and enforcement of the contractual relationship, the parties expressly submit to the Courts and Tribunals of the city of Santiago de Compostela (A Coruña – Spain), expressly waiving any other forum or venue to which they may be entitled.

Version 1. In force since July 1, 2026