Legal Notice & Terms of Use

1. General Information (Legal Notice / Aviso Legal)

In compliance with the duty of information contained in Article 10 of Spanish Law 34/2002, of July 11, on Information Society Services and Electronic Commerce (LSSI-CE), the following corporate information is declared for the website and platform hosted at www.ivydecarb.com (hereinafter, the "Platform" or "Marketplace").

• Company Name: IVY DECARB MARKETPLACE, S.L. (hereinafter, "Ivy Decarb" or the "Owner")
• Tax Identification Number (NIF): B75319020
• VAT ID: ESB75319020
• Registered Address: C/ Jose Ortega y Gasset, 22-24, 5th floor, Zip Code 28006 - Madrid, Spain
• Contact Email: [email protected]
• Mercantile Registry Inscription: Registered in the Commercial Registry of Madrid electronic folio, sheet M-837352, section 8

2. Object and Scope

These Terms of Use govern the access, navigation, and use of the Ivy Decarb Platform.

Ivy Decarb operates a specialized B2B marketplace designed to accelerate the low-carbon transition of the textile industry. The Platform facilitates connections between Textile Manufacturers seeking to optimize resource efficiency, verified Machinery Manufacturers offering lower-emission equipment, Financial Partners providing transition financing, and Retailers/Brands monitoring supply chain impact.

By registering for, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree, you must not use the Platform.

3. User Roles and Registration

The Platform is intended strictly for professional, B2B use. Users must be of legal age and possess the legal capacity to represent their respective corporate entities.

Depending on the account type, Users may access the Platform as:

• Textile Manufacturers: Entities seeking to acquire resource-efficient machinery and transition financing.
• Machinery Manufacturers / Vendors: Entities offering vetted equipment and technical solutions.
• Financial Partners: Institutions offering transition finance products.
• Retailers / Brands: Entities seeking visibility into the footprint of their supply chain.

Users are responsible for maintaining the confidentiality of their account credentials. Ivy Decarb assumes no liability for damages arising from the unauthorized use of passwords.

4. Platform Operation & Ivy Decarb's Role

Ivy Decarb acts solely as an intermediary marketplace. We provide the digital infrastructure to connect industry stakeholders.

Ivy Decarb is not a party to the final commercial transactions. Any purchase, sale, or financing agreement executed as a result of connections made on the Platform is strictly between the involved Users. Ivy Decarb does not manufacture the equipment, nor do we act as a financial lender.

5. Rules of Use and User Obligations

The User agrees to use the Platform in accordance with the law, morality, public order, and these Terms of Use.

5.1 General Prohibitions

The User explicitly agrees NOT to:

• Use the Platform for illegal, fraudulent, or unauthorized activities.
• Introduce viruses, malware, or any technological routine that may interrupt or damage the Platform.
• Attempt to gain unauthorized access to other Users' accounts or Ivy Decarb's backend systems.
• Scrape, extract, or mine data from the Platform for competitive purposes.

5.2 Environmental Data Integrity & Anti-Greenwashing

Given the core mission of Ivy Decarb, Machinery Manufacturers and Vendors are subject to strict data integrity rules.

• Vendors explicitly warrant that all environmental efficiency claims, emissions reduction statistics, and resource optimization data uploaded to the Platform are truthful, scientifically substantiated, and verifiable.
• Vendors must be prepared to provide supporting documentation (such as Life Cycle Assessments (LCAs), Environmental Product Declarations (EPDs), or independent third-party audits) upon request by Ivy Decarb.
• Ivy Decarb reserves the right to suspend or terminate any Vendor account found to be engaging in "greenwashing" (publishing false, exaggerated, or unqualified environmental claims) to protect the integrity of the Marketplace.

6. Intellectual and Industrial Property

• Platform IP: Ivy Decarb holds all intellectual and industrial property rights over the Platform, including its software, design, architecture, branding, logos, and algorithms. The User is granted only a limited, non-exclusive, revocable license to access the Platform strictly for its intended B2B purposes.
• User Content: Users retain the intellectual property rights to the content, data, and imagery they upload to the Platform (e.g., machinery specs). However, by uploading content, the User grants Ivy Decarb a non-exclusive, worldwide, royalty-free license to host, display, and distribute this content within the Platform for the purpose of rendering the marketplace services.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Ivy Decarb declares that:

• Platform Availability: We do not guarantee uninterrupted, error-free operation of the Platform, which may be subject to routine maintenance or unforeseen technical outages.
• Third-Party Content: While we strive to vet our vendors, Ivy Decarb is not legally liable for the absolute accuracy, completeness, or legality of the content, claims, or environmental data published by third-party Users on the Platform.
• Commercial Transactions: Ivy Decarb is entirely exempt from liability regarding breaches of contract, product defects, delivery failures, or financial disputes occurring between Users who connected via the Platform.

8. Data Protection and Privacy

The processing of personal data collected through the Platform is governed by our Privacy Policy. By using the Platform, you acknowledge that you have read and understood how we process your personal data in accordance with the GDPR and Spanish LOPDGDD.

For information regarding our use of tracking technologies, please consult our Cookie Policy.

9. Modifications to the Terms

Ivy Decarb reserves the right to modify, update, or amend these Terms of Use at any time to reflect changes in the law, our business model, or Platform features. Significant changes will be communicated to registered Users via email or through a prominent notice on the Platform. Continued use of the Platform after such modifications constitutes acceptance of the new Terms.

10. Applicable Law and Jurisdiction

These Terms of Use shall be governed by and interpreted in accordance with the laws of Spain.

For the resolution of any controversy or dispute arising from the interpretation, application, or execution of these Terms, the parties expressly submit to the exclusive jurisdiction of the Courts and Tribunals of the city of Madrid (Spain), expressly waiving any other jurisdiction that may correspond to them.