Abilista Partner Agreement

Effective June 4, 2020

This agreement (hereinafter “Partner Agreement” or “Agreement”) governs the relationship between the Provider  (“you” or “Provider”) offering their fabrication services (“Provider Services”) through Abilista’s website (“Site”), and Abilista Studio S.L. (“Abilista,” “we,” or “us”), a private limited company registered in Spain.

 

By entering into this Agreement you acknowledge and accept our Terms of Use. This Partner Agreement is in addition to and, except where explicitly stated, do not supersede, replace, or limit the terms stated in the Terms of Use.

 

We reserve the right to revise or modify the Partner Agreement at any time, with or without notice, but We will undertake to provide reasonable notice of any major changes. 

 

Key Terms

  • Abilista Marketplace or Platform means the online workspace provided by Abilista to facilitate the creation of Projects, submission of Content, communication and transactions between Clients and Providers.
  • User, You or Your means the individual or legal entity creating an Abilista Account and using the Site or Site Services. 
  • Site Services means the services offered by Abilista to Clients and Providers, on the Abilista Marketplace. 
  • Project means the description of work, specifications, and related Content that is defined by a Client in the Abilista Marketplace for the intention of requesting and ordering Provider’s Services.
  • Content means any content submitted by a User on the Abilista Marketplace, including but not limited to any images, files, videos, text, drawings, and 3D printable files. 
  • Client means a User who requests and/or purchases Provider’s Services through the Abilista Marketplace. 
  • Client’s Request means a specific request of Provider’s Services related to a particular Project with the intention to receive a formal Provider’s Offer to deliver such Project.
  • Provider means a User who is legally authorized to conduct business and who offers Provider’s Services to Clients through the Abilista Marketplace. 
  • Provider’s Services means services offered by the Provider through the Abilista Marketplace. 
  • Provider’s Offer or Quote means a bidding Offer, Quote or Proposal submitted by the Provider in the Abilista Marketplace for the Provider’s Services related to a particular Project.
  • Order’s Cost means the purchase price owed by the Client for the Provider’s Services, including any applicable taxes and any shipping costs. 
  • Order means a formal purchase order placed by a Client, through the Abilista Marketplace, for a Provider’s Service.
  • Request for Delivery means the explicit request made from the Provider, upon completion of the fabrication of an Order, to request the approval for shipment of the Order to the Client. 
  • Delivery Period means the 14 days period from the time an Order is approved for shipment by the Client followed b the shipment by the Provider until the Order arrives at the destination and it’s inspected by the Client.

1. Account

You agree to maintain your Provider’s account information up to date, including your business information, manufacturing capabilities, equipment list, certifications, and any other relevant information that is available in your User Account or is requested by us.

For any modification to your business information that you cannot perform in the Site please contact us at support@abilista.com.

 

2. Projects

By accessing the Abilista Platform you will gain access to a list of Projects posted by Clients with Project’s specifications such as 3D models, 2D drawings, and other technical information. All the files and information described in the Projects are subject to the Abilista’s Non-Disclosure Agreement, which you are required to agree to at the time of joining the Abilista Platform. On some occasions, Projects might require you to sign a Non-Disclosure Agreement provided by the Client before you can access the Project’s details.

 

The Project’s details define the Client’s requirements and specifications to be considered for the fabrication of the Project. Abilista is not responsible for the accuracy of the information provided by the Client. You are responsible for requesting to the Client, through the Platform’s messaging tools, any additional information required to provide an accurate Quote for the Service.

 

3. Submitting Quotes

When submitting a proposal for your services related to a Client’s Project, the proposal becomes a formal Quote to the Client and therefore you agree to respect the price, lead time, and other conditions stated in it. You must also agree to our Service Fees in order to submit your proposal through the Site.

 

All Quotes submitted through the Site will have by default a validity period of 30 days from the date the proposal is submitted, in which the conditions stated in the Quote are to be maintained by you.

 

4. Order fulfillment 

Once a Client accepts and pays for a Quote you have submitted through the Site, an Order will be assigned to you. You shall make all commercially reasonable efforts to have the Order manufactured according to the Project’s specifications and within the delivery date stated in your Quote.

 

4.1. Fabrication

Upon confirmation of an Order, you shall start making any arrangements to produce the Order, including job planning, materials preparation, file preparation, machine programming, equipment installation, fabrication of any tools, jigs & fixtures, parts fabrication, part finishing or any other processes required.

 

You shall not subcontract or delegate any of your obligations hereunder without the prior written consent of Abilista. You are solely responsible for any subcontractors, service providers, suppliers, licensors, and/or manufacturers you engage to manufacture, calibrate, test, and otherwise produce any portion of the Order.  

 

You are responsible for the end quality of the Project manufactured according to the Client’s requirements. Unless otherwise stated, you shall follow our Fabrication Standards to fabricate the Order.

 

4.2. Inspection & Testing

The Client is solely responsible for the Project’s specifications, Abilista does not warrant that the Project can or will be manufactured in accordance with the Project’s specifications. 

Certain Orders might require special Quality Inspections or Testing to be performed by you. Any protocols and requirements needed to perform such activities must be provided or requested to the Client prior to submitting a proposal for the Project.

 

In order for the Client to confirm the delivery of an Order, you must provide photos or other agreed evidence of the final quality of the Project’s components through the Platform. You agree to provide sufficient and non-misleading evidence so that the Client can unequivocally evaluate the quality of the Project before delivery. 

 

The Client may, in its sole discretion, open a dispute and reject the Project entirely or partially if those are not conforming with the Project’s specifications. In such an event, you may take the necessary actions to correct or replace the non-conforming parts or, if it is the case,  provide all necessary documentation through the dispute process as specified in the section Disputes and Arbitration of our Terms of Use.

 

4.3. Approval for Delivery and Shipment

Prior to the delivery of an Order, you must additionally provide the shipment tracking number through the Abilista Platform. Upon delivery approval from the Client, you shall immediately proceed to the Delivery of the Order to the shipping address indicated in the Project’s details.

 

You are responsible for any delay or damage to the Project during its shipment, therefore you must ensure the correct packaging and shipping method to protect the Order during its transportation and ensure its on-time delivery. 

 

4.4. Release of Funds to Provider

The release of funds is an automatic process that occurs within fourteen (14) days (“Delivery Period”) from the moment the Client approves the Delivery of the Order.

 

In case the project or its components do not meet the Project’s Specifications, the Client can raise a dispute as specified in the section Disputes and Arbitration of our Terms of Use. A Dispute opened during the Delivery Period will hold the Funds release mechanism until resolution. 

 

5. Communications

In order to ensure transparency and satisfaction through the Abilista Platform, we require that all communications related to any Client’s Project or Order, must take place on the Platform or via the Platform’s communication tools.

 

This is especially relevant for a good dispute resolution process.

As such, you agree that all contact and communications with a Client related in any way to any Project or Order, shall be conducted exclusively via the communication tools offered in the Platform. You further acknowledge that Abilista may monitor such contact and communications at any time without notice for the purpose of providing the Site and related Site Services.

 

6. Fees and Payments

 

6.1. Service Fees 

You agree to pay Abilista a “Service Fee” for accessing Projects available for quotation and for the use of related Site Services. 

 

You must agree with the Abilista Service Fees at the time of submitting a proposal for a Project. Abilista will retain the Service Fees when the Client confirms your Quote for such Project and pays to place the Order. 

 

The details of the Service Fees can be consulted in the following link.

 

6.2. Payments

All the payments from Clients are processed through a third-party payment service provider as stated in our Terms of Use. You authorize Abilista to automatically collect all related Service Fees from the Order’s Cost. 

 

Upon an Order’s approval, funds will be deposited directly to your account and will be visible through our third-party payment service provider.

 

As mentioned in section 4.4, the release of funds is an automatic process that occurs within fourteen (14) days (Delivery Period) from the moment the client approves the Delivery of the Order.

 

6.3. Abilista Service Fees, VAT And Other Taxes  

 

Abilista will send invoices to you for all collected Service Fees or any other related fees.

Abilista may be required by the applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Provider (the “Taxes“). In such instances, any amounts Abilista is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Abilista under the Terms of Use.

 

6.4. Customer Invoicing  

 

You are solely responsible for generating the invoices to the Client for the Order’s Amount including all the applicable taxes.

 

Invoices must be provided to the Client through the Platform. 

 

7. Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation Abilista receives for making the Site available to you is collected through the Service Fee described in the Service Fees Agreement and that in exchange a substantial value to you is the relationships you make with Clients. Abilista only receives the Service Fee when a Client pays for an Order through the Platform. Therefore, for 24 months from entering into this Agreement, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that Client or arising out of your relationship with that Client and not to circumvent the Payment Methods offered on the Site. For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another Client through the Site, such as if you and another Client worked together before meeting on the Site, then this clause does not apply. 

 

You further agree you will not initiate unsolicited communications with any User outside of the Site, including, without limitation, using any information found on the Site such as name, company name, or other information on the Site, to solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User.

 

You agree to notify Abilista immediately if a Client suggests to you making or receiving payments other than through the Site or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Abilista at support@abilista.com.

 

You acknowledge and agree that a violation of any provision of this clause is a material breach of the Terms of Use. Your Account may be permanently suspended if you violate this clause. 

 

8. Disputes

 

Clients can raise Disputes during two (2) stages of the project:

 

1- Request for Delivery – The client has five (5) days from the Request for Delivery to notify Abilista, by opening a Dispute, if there is an issue with the Project evidence submitted by the Provider.

 

2- Delivery Period – The client has fourteen (14) days following the Delivery Approval of an Order to notify Abilista, by opening a Dispute,  of any issues with the Order. 

 

The Dispute process is explained in detail in the Disputes and Arbitration section of our Terms of Use.

 

9. Compliance with Laws

You shall comply, at your sole cost and expense, with all applicable statutes, regulations, rules, ordinances, codes and standards governing the manufacture, assembly, transportation, import, export, or sale of goods in your country of business. You shall secure binding obligations from any independent contractors or other parties who have access to Abilista or Client data or otherwise are performing services or activities in connection with this Agreement to comply with the terms of this Agreement.

 

10. Indemnification 

You will indemnify, defend, and hold harmless Abilista, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors against any and all costs, expenses (including reasonable attorneys’ fees), losses, damages, claims, liabilities, demands, penalties, forfeitures, suits and judgments, which the Abilista and its parties may hereafter incur, become responsible for or pay, as a result of (a) Your breach or other violation of this Agreement; (b) Your negligent or willful acts, errors or omissions; or (c) any death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith. Abilista reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Abilista in asserting any available defenses. You agree that the provisions in this section will survive any termination of Your Account, this Agreement or Your access to the Site.

 

11. Warranties and Disclaimer

You represent and warrant that (a) You have the authority to enter into this Agreement personally (if you are a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity; (b) title to the Order shipped to the applicable Client pursuant to this Agreement will pass to the Client, as applicable, free and clear of all liens, charges, encumbrances, restrictions or other third party rights; (c) Orders shipped pursuant to this Agreement will be manufactured from new and unused components; (d) the Orders will comply with the Project’s specifications and be free from defects in material and workmanship at the time of delivery to the Customer, as applicable; and (e) You will comply laws, rules, regulations and industry standards applicable to your manufacture and delivery of Orders to which You are bound.

 

To the extent permitted by applicable law, Abilista and their officers, directors, employees, shareholders or agents exclude all liability and responsibility for any kind of loss or damage caused to You or to a third party in connection with the Abilista Platform, its content, and/or the Abilista Services including, without limitation, any indirect, punitive or consequential loss or damages, loss of profits, expenses, loss of data, loss of software packages, damaged or lost hardware, including the costs incurred in recovering, reproducing, or repairing such losses or damage, whether in tort (including without limitation negligence), contract or otherwise. 

 

To the maximum extent permitted by applicable mandatory law, if You use a Abilista Service where We are not involved in transactions between Users, You agree to release Us from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes between such Users, including damages related to the electronic funds transfer (payment of a debt, product, donation, loan, undue payment, etc.), the validity or accuracy of the payment, and errors or inaccuracies in the information provided to Clients by Providers. 

 

12. Terms And Termination

This Agreement commences on the date when You accept it and remain in full force and effect while You use the Abilista Platform, unless terminated earlier in accordance with this Agreement.

 

If You want to terminate the Agreement, You may do so by (a) notifying Abilista at any time and (b) closing Your Account. Your notice should be sent, in writing, to Abilista’s address set forth below.

 

Abilista has the right to, immediately and without notice, suspend or terminate this Agreement or Your use of the Platform and any services provided hereunder at any time (with or without cause), including if You have materially breached any provision of this Agreement, or if Abilista is required to do so by law. You agree that all terminations for cause shall be made in Abilista’s sole discretion and that Abilista shall not be liable to You or any third party for any termination of Your Account. In the event Abilista determines, in its sole discretion, that You have breached any portion of this Agreement, Abilista reserves the right to: (i) warn you via email (to any email address you have provided to Abilista) that you have violated this Agreement; (ii) delete Your Content provided by You or Your agent(s) to the Site; (iii) notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iv) pursue any other action which Abilista deems to be appropriate.

 

Termination of this Agreement includes deletion of Your password and all related information, files, and content associated with or inside Your Account (or any part thereof). Upon termination of this Agreement, Your right to use the Site will automatically terminate immediately. All provisions of this Agreement which by their nature should survive shall survive termination of this Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

 

13. Insurance

Without limiting or qualifying Your liabilities, obligations, or indemnities otherwise assumed by You pursuant to this Agreement, You shall maintain appropriate insurance policies, at Your sole cost and expense, in amounts adequate to cover Your obligations and responsibilities under this Agreement.  Upon Abilista’s request, You will promptly furnish Abilista written evidence of Your insurance coverage.

 

14. Governing Law

Unless otherwise provided in any additional terms applicable to You, if you are acting as a business, this Partner Agreement shall in all respects be governed and construed in accordance with the laws of Spain and any dispute arising out of or in connection with the use of the Abilista Marketplace. To the maximum extent permitted by applicable law, You must notify Us of any dispute or request relating to a malfunction of one of the functions or information provided by Abilista in connection with the Abilista Services, an error in the execution or non-execution of a payment, or an error by Abilista in the deduction of commissions, taxes or bank charges, within fifteen (15) calendar days from the day You have knowledge thereof or You are presumed to have had knowledge thereof. This notification shall be sent by email together with the necessary details and explanations to the following support email address, support@abilista.com

 

15. Intellectual Property

You acknowledge that Abilista owns all right, title, and interest in and to the Site and the Site Service, including without limitation all intellectual property rights, and such rights are protected by Spain and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Site or the Site Service.

The Project’s files and specifications provided within a Project or Order are the exclusive property of the Client. You are hereby granted a non-exclusive, non-transferable, non-sublicensable, limited license to use, the Project’s files and specifications, and any other that is provided for the sole purpose of performing its obligations hereunder. You agree that within 18 months upon the completion of its obligations for any Order, or upon request from Abilista, it will return or destroy the files and specifications for such Order. Partner further understands and agrees that the files and specifications and other information provided are the confidential and proprietary information of the applicable Client, and will not disclose such files or information to any third party, without the prior written consent of Abilista or the applicable Client; provided, that, you may disclose such files and information to its employees who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

 

To the extent You upload any information, content, data or other materials to the Platform, You hereby grant Abilista a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive license to reproduce and use such information, content, data and materials for the purpose of providing the Site Services to You, other Providers and our Clients; provided that, Abilista may use such information, content, data and materials on an aggregated and anonymized basis to provide, improve and market the Abilista Platform.

 

16. Privacy Policy

This Privacy Policy has been compiled to better serve those who are concerned with how their ‘Personally identifiable information’ (PII) is being used online. PII, is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. Please read our Privacy Policy carefully to get a clear understanding of how we collect, use, protect, or otherwise handle your Personally Identifiable Information in accordance with the Site.

Read the Privacy Policy.

 

17. Contact us

If there are any questions regarding this Partner Agreement you may contact us using the information below.

Abilista Studio S.L.

B01690916

C/ Cronista Carreres 13, 5

46003 Valencia, Spain

support@abilista.com

Registro Mercantil de Valencia, tomo 10836, folio 20, hoja V-193206