GENERAL CONDITIONS OF COOPERATION ON THE TPV INNOVATION STATION
- Preliminary provisions
We appreciate your use of our services (»Services«) through the innovation station https://www.tpvinnovationstation.com/ («Innovation station«). You are requested to read carefully these general conditions of use (»Conditions«), as they regulate your use of Services if not otherwise agreed between you and us as the Parties. You shall not use the Services if you do not want to be bound by the Conditions. In the event you make an enquiry or contact us through the Innovation station or communicate with us in any way either through the Innovation station, electronic mail, phone or any other means of communication, and if you request a quotation or proposal or you continue to use any Services offered by the Group TPV (as defined hereinafter), including but not limited to Services, you confirm acceptance of Conditions.
The Services shall be provided by the company TPV trženje in proizvodnja opreme vozil d.o.o., having its registered office at Kandijska cesta 60, 8000 Novo mesto (hereinafter referred to as TPV). You may contact us through our online contact form or elecronic mail email@example.com.
The Innovation station Services are intended to all who have capacity to contract and agree with these Conditions, which are made public on https://www.tpvinnovationstation.com/ and also available at TPV’s head office. These Conditions have the character of an agreement and shall be as binding upon the Parties as an agreement.
By accessing the Services, the Party aknowledges and agrees that they have read these Conditions, they are at least eighteen (18) years of age and wish to be bound by the provisions stipulated in these Conditions. TPV shall reserve the right to change these Conditions.
- Definition of terms
- In these Conditions the following terms shall have the following meanings:
»Innovation station« shall mean the station https://www.tpvinnovationstation.com/
»Party« or »you« shall mean any natural person or legal entity logging in the Innovation station.
»TPV« shall mean the company TPV trženje in proizvodnja opreme vozil d.o.o., having its registered office at Kandijska cesta 60, 8000 Novo mesto.
»TPV Group« or »we« shall mean TPV and all their affiliated and associated legal entities.
»Intellectual property« shall mean all trademarks, service trademarks, trade names and business names, along with related goodwill, models, patents, copyrights, rights related to databases, moral rights, trade secrets, and confidential and protected business information including know-how, formulas, manufacturing and production processes and techniques), names of website domains, and other rights of intellectual property, in all cases, irrespective of whether such rights are registered or not, including applications for registration, and any other forms of protection having equivalent or comparable effect to the rights listed above which exist anywhere in the world.
»Services« shall mean all services TPV provides in the Innovation station.
»Conditions « shall mean these General conditions of cooperation on the Innovation station.
»Applicable legislation and law« shall mean the respective applicable law for the protection of copyright and related rights, protection of industrial property and regulation of intellectual property arising from the labour relationship, as well as all executive regulations and the applicable international law.
In these Conditions, unless the context otherwise clearly requires:
- the use of singular includes the plural and vice versa;
- the use of any gender includes all genders;
- »person« includes an individual or an entity, entrepreneur or association of persons not being a company, society, partnership or any other entity, as well as successors and acquirers of such person;
- the term »include« or »including« shall be construed without limitation;
- the headings in these Conditions shall be for convenience only and shall not affect the interpretation of these Conditions;
- reference to any law, agreement, ordinance, decree, directive, instruction or any other legally binding decision made by national authorities shall be reference to the relating act, with periodic changes, repetitions, extensions, replacements and shall include all necessary surbordinate regulations adopted within the applicable law.
- Services of Innovation station
TPV is an innovative company which under terms and conditions stipulated in these Conditions provides their parties with services of financing and cooperation on developing innovative business ideas and technological solutions.
TPV Group shall provide the services through the Innovation station and other communication channels used by TPV Group, allowing therefore cooperation and communication. The Party shall express their interest to cooperate by logging in the Innovation station. TPV Group shall offer to Parties including, but not limited to, Services of financing, collecting ideas, award contests, business cooperation in the field of startups. Cooperation in the field of services not covered in these Conditions shall be regulated between TPV Group and the Parties by a mutual agreement. TPV Group shall provide including, but not limited to, the Services as follows:
TPV Group shall provide the Parties with possibility to submit their innovative idea on the Innovation station in accordance with the requirements of Innovation station on this website. The idea shall be deemed to be a specific solution of a technological problem.
Upon submission of an idea, the Party is aware that in accordance with the applicable law the idea is not protected as a copyright work. Upon submission of an idea, the Party shall expressly agree that TPV Group can use all ideas submitted on the Innovation station without remuneration.
By submitting an idea, the Party undertakes not to send the same idea for consideration to any other person and not to send it for consideration to any other person within 6 months after its submission to the Innovation station.
TPV Group undertakes to examine the submitted idea and give a reply on a possible cooperation within 6 months after submission of the idea.
In the event the idea is economically beneficial for TPV Group, the Party will be offered a business cooperation under conditions regulated by a special agreement.
- Award challenge
On the Innovation station TPV Group will occasionally call for award challenges intended to obtain technological solutions from different fields of activities run by TPV Group (»Tehnological solutions«). Each award challenge shall have a deadline which TPV is entitled to extend or change at their own discretion.
The Party can apply to the award challenge by submitting their Technological solution on the Innovation station. By applying to the award challenge the Party agrees that TPV Group is allowed to implement and use such Technological solution.
After completion of each challenge, the expert committee consisting of TPV Group professionals, shall review and evaluate the submitted Technological solutions. The committee shall estimate the economic benefit in respect of the implementation cost of such solution and potential savings.
The committee shall choose the best Technological solution and the winner taking into account the possibility to use such Technological solution and calculated economic benefit.
The committe is not bound to choose the winner of the challenge if in its professional opinion none of the submitted Technological solutions meets the conditions of implementation nor has any economic benefit for TPV Group.
The committee is not obliged to justify its decisions to the Parties nor reveal the standards and criteria for evaluation. The decision made by the committee and choice of the winner by the committee shall be final and shall not be public.
TPV Group shall notify the winner on the choice and acquisition of the right to receive the award on the electronic address the Party indicated when logging in the Innovation station.
In the event the winner of the award challenge has been chosen, he or she shall have the right to receive a pecuniary award in the predetermined gross amount provided that the following conditions are cumulativelly fulfilled:
- the expert committee concludes on the possible implementation of the submitted solution and its potential economic benefit for TPV Group.
- within 60 days after the notification on acquisition of the right to receive the award, TPV Group and the Party (the winner) shall conclude an Agreement on the copyrighted work based on which TPV Group shall acquire exclusive and unlimited all material copyright rights related to the copyrighted work for the entire duration of the rights to the widest extent, as this is permitted by the law in force, while the author shall retain the moral copyrights on the work. In the event the selected technological solution is of the nature of industrial property, TPV Group and the Party shall make an Agreement based on which TPV shall acquire exclusive and unlimited ownership of such right of industrial property to the widest extent and for the entire duration of such right, and the right to use such Technological solution.
- the Party shall not breach any provision under these Conditions.
The Party expressly agrees that TPV Group shall acquire all exclusive and unlimited material copyrights on the copyrighted work for the entire duration of such rights at the widest extent, as this is permitted by the law in force, while the author shall retain the moral copyrights on the work or exclusive and unlimited ownership of such right of industrial property to the widest extent and for the entire duration of such right, and the right to use such Technological solution even if the Party has not concluded the Agreement on transfer of copyrights or industrial property rights.
If the Party is chosen as the winner of the award challenge, the latter shall, upon receiving the award, give its irrevocable consent to cooperate with TPV Group in terms of photographing the Party for the purpose of advertising or announcing thus acquired material in all media without right to remuneration or payment. At the same time, the Party shall also waive the right to check, approve or object to any way of using the material, editorial choice or material appearance.
TPV Group may use the personal data from the preceding paragraph, including date of birth, photography, video recordings and other significant data for the purpose of their internal personal data records, as well as for the purpose of publishing in national and foreign mass media, including websites, social media sites and other communication channels of TPV Group for the purpose of increasing their identity, acquiring new deals, informing the public and business partners, and similar purposes.
The Party shall bear all costs incurred by creating and submitting the Technological solution, particularly, but not exclusively the costs of elaborating the Technological solution, development, application for challenge, travel expenses, ….
- Obligations of the Parties
The Party expressly agrees and warrants that:
- they have submitted real and complete personal data to the Innovation station,
- they entirely fulfill conditions for cooperation on the Innovation station,
- within 6 months after submitting the idea or Technological solution they shall not submit the same idea or Technological solution to any other challenge nor shall they release it to the public in any way or inform any third person about it.
- they will not use the Innovative station and/or Service in any illegal way, in particular:
- they shall not include in the request for quotation any information which might infringe any patent, trademark, copyright, trade secret or any other right of intellectual property or property right of any person;
- they shall not send through the Innovation station or other communication channels any damaged files, files containing viruses or any other item which might damage the computer’s operating system or any other electronic device;
- they shall not falsely represent another person or entity;
- they shall not falsify or destroy any copyright data, genuine information or protected designation on any material;
- they shall not cause the operation of Innovation station to stop, get damaged, become less efficient or decrease by any means the efficiency or functionality of the Innovation station; or
- they shall not restrict or forbid any other user to benefit the Services.
- they are exclusive holder of material and moral copyrights or industrial property rights related to the submitted Technological solution, and that they have the right to disclose information on the Technological solution and that by disclosing they do not violate any agreement or obligation between the Party and third persons,
- the submitted Technological solution does not infringe any copyrights or intellectual property rights of the third persons, and the Party has not received any notification from a third person that the use of trademarks constitutes a breach of rights of the third person to such trademarks, service trademarks, copyrights, logotypes, trade name, fictitious name, or any other denomination or registration.
Upon submission of the Technological solution or idea, the Party agrees that TPV Group can implement and use such solution or idea even if the Party is not the winner of the award challenge.
Without a prior written consent from TPV Group, the Party shall not publicly release the submitted solutions.
The Party shall be fully accountable for entire material and non-material damage which TPV Group might incur as a result of infringement of intellectual property rights, obligational or other rights of third persons by the Party. The Party shall fully compensate TPV Group for all damage incurred and all costs caused by any proceeding for infringement of intellectual property rights, obligational or other rights of third persons made by the Party.
- Innovation station functioning
TPV Group does not ensure that the Innovation station will operate continuously or flawlessly.
Despite taking effective measures to prevent abuse of our systems we cannot guarantee that the Innovation station will at all times operate free of viruses or other harmful codes nor can we assume any responsibility for any loss or damage caused by transmission of such code. We recommend that for protection of their hardware and data, the Party should always use the latest fire walls and intrusion detection software.
As we can not check the functioning of the Innovation station and the related websites at all times, the Party is obliged to act with due diligence when opening any connection. We shall not assume any responsibility for any damage which might be caused by opening and misfunctioning of such connections.
- Protection of business secrets
By agreeing with these Conditions on cooperation, the Party undertakes that when in contact or communication with TPV Group, they shall not disclose any information which they might be given by TPV Group in relation to development, process of implementation of the idea, use and similar.
Confidential information is deemed to be any information which has or might have any market value whatsoever or any other value for economic activities of TPV Group. Professional secrecy within the meaning of this agreement shall have the following meanings:
- any data TPV Group willingly provides to the other party in relation to elaboration and presentation of the project or mutual cooperation;
- any data you acquire in conversations related to the project elaboration or the party acquires by connecting individual data obtained in such conversations;
- any business data of TPV Group which is defined as a business secret or might be defined as a busines secret in accordance with relevant provisions of the respective applicable Business Secrect Act and Companies Act, and which the Party acquires directly from TPV Group or from a third person;
- sketches, documents, drawings, models and samples; know-how, all protective rights and other operating results which have not been registered and have been achieved within the development project or over the last development projects;
- development plan; timescale; result of the work between TPV Group and the Party, including all discoveries, know-how, reports on testing and development, initiatives, ideas, samples, models, drawings and proposals, and other information unavailable to non-authorized persons, which the Party has acquired within the communication with TPV Group.
Considering the importance of data defined as or deemed to be business secret, the Party undertakes to use the confidential data only for the purpose of cooperation with TPV Group. Particularly for this purpose, the Party is bound to deal with such data with due care and keep them strictly confidential and make every reasonable effort to prevent their disclosure to third persons and limit their disclosure to the narrowest circle of persons who need to know such data for the reason of their business cooperation with TPV Group.
If the Party can not determine whether certain data represent a business secret or not, the Party is bound to obtain the opinion of TPV prior to dislosure or transfer of such data. Otherwise, such data are deemed to be business secret.
The Party undertakes that without a prior specific written approval from TPV, they shall not for their own benefit or benefit of third person use, disclose, copy or in any other way reproduce or publish the confidential information, and shall take all necessary actions to keep the confidential data secret and protected against intrusion or any unlawful alienation. Upon a written request from TPV, the Party shall immediately return all notes, documents in written or electronic form or any other media containing confidential information or furnish to TPV evidence on their destruction.
- Personal data processing
TPV respects the Parties’ right of privacy and aims at the highest degree of personal data protection. Therefore, offering Services through the Innovation station we are committed to acting in compliance with laws and regulations specifying protection of personal data, in particular with the respective applicable Personal Data Protection Act, Electronic Communications Act and EU General Regulation on Data Protection.
TPV undertakes that all personal data provided by the Party through the Innovation station and/or any communication with TPV, either through electronic mail, phone or other means, shall be used in compliance with these Conditions, that they shall not be sold, lent or in any way transferred to third persons, except in statutory cases.
- Data administrator
The personal data administrator is the company TPV trženje in proizvodnja opreme vozil d.o.o., having its registered office at Kandijska cesta 60, 8000 Novo mesto, but in case of legal interest also all other companies within the TPV Group.
- Purpose of personal data processing and types of personal data
All personal data provided by the Party shall be processed confidentially and used only for purposes they are provided for, in particular for the purpose of implementation of the rights and obligations with respect to the submitted idea or Technological solution in the stage after submission of the idea, conclusion of confidentiality agreement, conclusion of preliminary agreement or agreement on business cooperation, registration of rights to the competent patent institution or further cooperation with TPV or TPV Group. If a need arises for further processing of the Parties’ personal data, the Party shall be contacted in advance and asked for consent.
In the framework of enforcement of rights and performance of contract obligations or execution of rights under these General conditions, TPV Group deals with the the following Party’s personal data: e-mail address and name, date of birth, photography, phone number, home address, company data. The photography and potential video recordings shall be used for the purpose of publishing in all Slovene and foreign mass media, including websites, social media sites and all other communication channels of TPV Group for the purpose of increasing their identity, acquiring new deals, informing the public and business partners, and similar purposes.
Subscription to newsletter:
Through the Innovation station the Party can sign up for electronic newsletter about current events. To this end, TPV shall inform the Party through the electronic mail about the news related to the services they provide.
Such data shall be processed on the basis of the Parties’ consent, the consent to receive the commercial ads may be canceled by the Party at any time.
Unsubscribing from newsletter:
If the Party no loger wants to receive the electronic newsletter, they may unsubscribe by using the unsubscribe link in each electronic newsletter or send an e-mail with the subject »UNSUBSCRIBE« to the e-mail address: firstname.lastname@example.org.
- Data users
All data provided on the basis of the legal ground referred to above, shall be used in accordance with the purpose they have been provided and shall not be transferred to any third person without the Party’s consent.
Within the statutory powers the Party’s personal data can be disclosed to the follwing data users:
- providers of postal services, providers of dispatch services, providers of files destruction and data holders;
- providers of information technology services in the framework of software servicing and maintenance;
- website assistant and administrator;
- employees of TPV Group who by reason of implementation of mutual rights and obligations and statistical analyses have access to the data.
TPV undertakes that they shall not disclose the personal data or transmit or transfer them to a third country or international organisation. Should TPV be in need of services from abroad, the Party’s personal data shall only be transferred abroad with a special consent.
In the event of acquisition, merger or other change of legal form, the personal data shall in accordance with the law be transferred to the acquirer. By using our services, the Party agrees with the subsequent processing of their personal data by the acquirer.
- Period of retention of data
For the purpose of performance of contract obligations, the accounting data and related contact data about individuals can be kept until full completion of the cooperation or at the latest until expiry of limitation periods related to each individual claim which, pursuant to law, may be from one to five years.
The invoices shall be kept 10 years from the end of the year the invoice referred to in accordance with the law regulating the value added tax. Other personal data shall be kept until fulfilment of the purpose of processing or according to the applicable law.
- Means of protecting personal data
TPV undertakes to protect personal data provided by the Parties through the Innovation station and/or any either communication with TPV either through electronic mail, phone or other. TPV shall make every effort to protect the personal data against any violation and abuse.
The personal data shall be kept in a computerized form. The information technology systems of TPV are protected through technical and organisational measures preventing accidental or illegal destruction, loss, alteration and unauthorized disclosure or access to the Party’s personal data. The access to computers is only allowed to TPV’s employees and authorized persons.
After termination of the need to administer the data, that is after fulfilment of the purpose the data have been collected for, the data shall immediately, irrevocably and permanently be deleted.
- Parties’ rights
TPV shall ensure fulfilment of all rights of the Party they are entitled to relating to processing of their personal data and specified in this Statement.
The Party the personal data refer to may at any time require that TPV:
- confirm them whether the data referred to them are being processed or not,
- provide them access to the personal data,
- give information about processing these data,
- allow for correction of incorrect personal data or complete incomplete personal data,
- allow for the right of deletion of personal data,
- allow for the right of restriction of processing,
- allow for the right of transferability to another administrator, and other rights in accordance with the laws.
TPV undertakes to reply without undue delay to a request of an individual the personal data refer to, at the latest within the statutory deadlines.
Where legitimate doubt exists about identity of the Party submitting the request regarding any of their rights, TPV may require additional information in order to confirm the identity of the Party the personal data refer to.
If the Party’s requests regarding their personal data prove to be unfounded or exaggerated, in particular if recurrent, TPV may charge a reasonable fee taking into account the administrative costs of transmission of information or messages, and execution of required measures, or may decline to act in relation to such request.
For any questions about confidentiality of the Parties’ personal data, mode of collecting and processing the data or Parties’ requests regarding implementation of rights relating to their data, we are available at the electronic address email@example.com.
If the Party is not satisfied with the Services provided by the Innovation station or provisions of these Conditions, their sole legal remedy in accordance with these Conditions shall be to cease to use the Services. TPV or TPV Group shall not be held responsible neither for any failure or delay in providing the Services nor for any contractual or non-contractual damage arising from or in any way relating to these Conditions.
The TPV Group shall not be held responsible for any loss of business, profit, termination of operations, loss of business information or any other economic disadvantage (even if they were aware of the possibility of such loss or damage).
- General provisions
TPV Group reserves the right to terminate the Services at any time and limit the access to the Innovation station without any reason whatsoever.
The contracting parties shall endeavour to settle any dispute in an amicable manner. If they fail to do so, the competent court in Novo mesto shall have jurisdiction over such dispute.
Any invalid or uneforceable provision and inadequacy of individual items under these Conditions shall not affect the validity or enforceability of other provisions and validity of these Conditions. In the cases referred to, such contractual provision or legal void shall be replaced by an explanation that to the extent possible implements the purpose of the contracting parties and these Conditions at the time of their conclusion.
- Alteration of Conditions
TPV shall inform the Parties about any change of Conditions at the latest 8 days before the change becomes effective by publishing it on the Innovation station.
Should the Party disagree with the changes of the Conditions, they shall have the right to cease to use the Services with immediate effect. Any further use of the Innovation station after the date of publishing the changes shall mean acceptance of the altered Conditions.
The Conditions shall become effective on the day of their publication on the Innovation station.
During the period of validity these Conditions may change. The altered Conditions shall enter into force on the date of their publication on the Innovation station.