By accepting these Terms and Conditions, the Expert confirms his/her preliminary agreement to participate in the MaJoR Program under the principles set out below. These Terms and Conditions summarise the main provisions of the Expert Service Agreement to be entered into with IGNITY S.A. (“IGNITY”).
PREAMBLE
The MaJoR FSTP program aims to mature and demonstrate joining, maintenance and repair technologies across air, sea and land domains and supports SMEs and start-ups through coaching, training, testing, networking and matchmaking activities.
IGNITY acts as reference accelerator within the MaJoR Program and may engage independent technical experts to provide specialised support to participating start-ups and SMEs (“Innovators”).
ARTICLE 1. DEFINITIONS
Expert: the independent professional providing specialised support to Innovators.
Innovator: any start-up, SME or eligible organisation selected to participate in the MaJoR Program.
Intellectual Property: all intellectual property rights, including patents, copyrights, designs, trademarks, trade secrets, know-how and related rights.
Deliverables: documents or other outputs to be supplied by the Expert as part of the Services.
Services: all services performed by the Expert under the Agreement, including Deliverables.
ARTICLE 2. Conditions of performance
The Expert performs the Services independently, professionally and in compliance with applicable laws, Program requirements and IGNITY’s relevant strategic or technical instructions.
Subcontracting requires IGNITY’s prior written consent. Activities for third parties remain permitted provided they do not conflict with the Expert’s confidentiality, intellectual property or other obligations towards IGNITY, the Innovators or the MaJoR Program.
IGNITY shall have access to Deliverables and relevant working documents relating to the Services.
ARTICLE 3. Expert’s duties and responsibilities
The Expert shall provide the agreed Services and Deliverables according to professional standards, provide constructive and actionable advice, cooperate with IGNITY’s reporting and quality-monitoring requirements and comply with the applicable Code of Conduct.
The Expert shall respect the Innovators’ autonomy and the Program’s ethical and confidentiality standards.
ARTICLE 4. Personal Data
Any personal data accessed through the MaJoR FSTP Program shall be treated confidentially, used exclusively for the purposes of the Services and processed in accordance with applicable data-protection legislation, including the GDPR.
The Expert shall not disclose such data without appropriate authorisation and shall immediately report any breach, accidental disclosure or misuse to IGNITY.
ARTICLE 5. Confidentiality
All non-public information received or accessed in connection with the MaJoR Program — including technical information, know-how, inventions, trade secrets, business plans, strategies, financial information, personal data and information concerning Innovators — shall be treated as Confidential Information.
The Expert shall protect Confidential Information with appropriate security measures, use it solely for performing the Services, and shall not use it for his/her own benefit or that of any third party or disclose it without IGNITY’s prior written consent.
ARTICLE 6. Content
The Expert remains responsible for any materials or Content shared in connection with the Services and warrants that he/she owns or is authorised to use such Content and grant the rights required under the Agreement.
The Content must not infringe third-party intellectual property, privacy, contractual or other rights or violate applicable law.
ARTICLE 7. Conflict of interests
The Expert shall disclose any actual or potential conflict of interest that could affect his/her independence, impartiality or objectivity and shall preserve the interests of the Innovators and the integrity of the MaJoR FSTP Program.
ARTICLE 8. Intellectual property
8.1. Intellectual property access rights
The Expert shall grant IGNITY access to the documents shared by the Expert with the Innovator in connection with the Services, to the extent necessary for IGNITY to properly monitor the Innovator’s participation in the MaJoR Program and to fulfil its obligations under the MaJoR Consortium Agreement.
8.2. Innovators’ Intellectual Property
All Intellectual Property, confidential know-how, trade secrets, inventions, concepts, technical information and other protected or potentially protectable information belonging to or disclosed by an Innovator remain protected.
Access to such information in the course of the Services does not grant the Expert any ownership, licence, exploitation right or other Intellectual Property right, whether expressly or implicitly.
The Expert shall:
- use Innovator information exclusively to perform the Services under the MaJoR FSTP Program;
- keep such information strictly confidential and comply at all times with Article 5;
- refrain from copying, exploiting, commercialising, disclosing, reusing or appropriating an Innovator’s Intellectual Property, know-how or trade secrets for his/her own benefit or for any third party;
- make best efforts to identify information that may constitute valuable trade secrets or be eligible for Intellectual Property protection; and
- where potentially protectable Intellectual Property or trade secrets are identified, alert the Innovator to the risks of further disclosure and redirect the Innovator to IGNITY before such information is disclosed to third parties.
The protection of Innovators’ Intellectual Property and Confidential Information is a material obligation of the Expert and survives termination of the Agreement where applicable.
ARTICLE 9. Payment and travel costs
During the hours devoted to the Services, the Expert shall remain remunerated by their employer, being the MaJoR Consortium beneficiary to which the Expert is affiliated. The corresponding personnel costs, as well as any eligible travel and subsistence costs, shall be borne and declared by that employer and financed through the grant, in accordance with the eligibility, reporting and payment conditions set out in the Grant Agreement.
Accordingly, no remuneration or reimbursement shall be payable by IGNITY to the Expert under this Agreement.
ARTICLE 10. Warranties and Liability
The Expert warrants that he/she has the authority and capacity to enter into and perform the Agreement and meets the applicable MaJoR eligibility requirements.
The Expert is responsible for his/her Services, Deliverables and Content and shall indemnify IGNITY against claims, liabilities, losses or costs arising in connection therewith, as provided in the final Agreement.
ARTICLE 11. Force majeure
Neither Party shall be liable for failure or delay caused by circumstances beyond its reasonable control, provided that the affected Party promptly informs the other and takes reasonable measures to limit the consequences.
Prolonged Force Majeure may result in termination in accordance with the Agreement.
PRE-ACCEPTANCE
By accepting these Terms and Conditions, the Expert confirms that he/she:
- has read and understood the principles governing participation as an Expert in the MaJoR Program;
- accepts in particular the obligations concerning Confidentiality, Intellectual Property and protection of Innovators’ Intellectual Property and trade secrets;
- understands that this acceptance constitutes a prevalidation of the contractual principles and that the relationship will ultimately be governed by the complete Expert Service Agreement and its applicable Annexes.