These General Terms and Conditions will govern the relationship in the rendering of services between MOBUSI and the CLIENT.
The object of the current contract is the provision of advertising services by MOBUSI according to instructions of the client. This contract will come into effect from the moment the corresponding purchase order (IO) is signed, which implies full acceptance of the following terms and conditions.
The client may give verbal or written instructions for the provision of services to any company of its business group under the same IO group. Likewise, the client may give any kind of instruction, either verbal or in writing, to MOBUSI, with respect to a particular IO. These instructions could be, by way of example but not limited to: the extension of the term of the IO, the inclusion of new services in the IO, the increase of the unitary or global prices of the services included in the IO, etc.
In any event, for these instructions to be binding for MOBUSI, the latter has to expressly accept the instructions given by the client.
The services provided by MOBUSI shall be deemed rendered at the headquarters of MOBUSI, irrespective of the nationality of the customer or the location from which the advertising revenue is generated.
The invoice shall be issued according to the IO. In the event that the customer has given instructions for the provision of services to different companies of its business group, the invoice will be issued to the company that has actually received the services in accordance with customer instructions.
The payment terms and conditions will be established in the corresponding IO.
Failure to comply with the terms of payment will be penalized with an interest rate of 10% on an annual basis.
All reported numbers for the purposes of billing and general delivery reporting are based on MOBUSI reports. Discrepancy must be not higher than 10%, in case of larger discrepancy amount this should be negotiated between parties in writing.
Once the numbers have been confirmed, CLIENT hereby agrees that no further alterations will be made and that MOSBUSI will be paid for the full invoice amount. All the notifications CLIENT sends to MOBUSI must be paid, since CLIENT is responsible for the lead validation before the notification is sent to MOBUSI's platform.
To the extent CLIENT believes Fraud has occurred in any advertising by MOBUSI, CLIENT must notify MOBUSI not later than fifteen days after receiving the invoice and provide competent evidence report of such fraudulent activities, otherwise the leads will be considered as qualified and must be paid in full size.
Failure of CLIENT to notify MOBUSI of any fraudulent activity within mentioned period shall waive any right or claim of CLIENT against MOBUSI.
The contract period will be established in the corresponding IO, which may be extended according to instructions given by the client in accordance with clause first above, by means of a new or renewed IO under this agreement.
The initial amount of the contract will be the established in the IO, regardless of the possibility of extension, either by verbal or written agreement, under this contract.
The amount set in the IO will always be considered as a NET amount; consequently, any indirect tax, withholding tax, commission, local tax, cost or expense of any kind that may be applicable to the amount set in the IO under the applicable law, will be added to the NET amount. As a consequence of the above, the NET price will be increased in the amount resulting from any indirect tax, withholding tax, commission, local tax, cost or expense of any kind that may be applicable to the NET price.
The data processed to develop the contractual relationship that binds both parties, will be included in data files owned by each party, being these the only recipients of the data. The purpose for which the data is processed is to manage the terms establish in the present Conditions. The data collected is essential for the establishment and further development of said relationship.
Each party acknowledges that the owners of such data have the right to exercise their rights of access, rectification, erasure, restriction, to oppose to the processing and to data portability before the registered office of the parties to this Conditions.
In accordance with Regulation 2016/679 on Data Protection (“GDPR”) for the execution of the services agreed by the Partners, as Data Controllers, the Partners authorizes MOBUSI to install and develop its technology in a website which is owned or contractually-related to the Partner.
The Partner assures that it has obtained prior authorization from the website owner to subcontract the installation of technology on its website with MOBUSI, as well as that it has published every legal notice it is required to in order to comply with the current data protection legislative framework.
To provide the services, MOBUSI, as Data Processor, will access and process, on behalf of the Partner the personal data needed to: (i) effectively provide the MOBUSI service and (ii) effectively create and implement measures developed ad-hoc that follow the information analyses conducted by the Partner.
The Partner assures that it will inform users that the services provided by MOBUSI will collect personal data through:
MOBUSI assures that the information provided is treated with maximum confidentiality, as MOBUSI has adopted the technical and organizational methods and measures necessary to guarantee the security of personal information, avoiding the alteration, loss, treatment or unauthorized access to the same.
The Partner undertakes to comply with the following obligations: (i) Ensure that it has adequately adapted all of its data processes and company structure to the requirements imposed by EU Regulation 2016/679, and that it is fully compliant with the legislative framework; (ii) Incur in full responsibility for the accuracy, quality, and legality of personal data as well as claims related to the Data Processor’s means of acquisition of the data. As such, the Partner agrees to not submit any personal data to MOBUSI that goes beyond the established purposes; (iii) To immediately notify the Data Processor in case of any deviation from the present Agreement and its clauses and incur in full responsibility for any costs and legal liability emanating from the Partner’s actions; (iv) To supervise the processing, including the conducting of inspections and audits.
The Partner authorizes MOBUSI to contract with sub-processors that provide services related with the services.
MOBUSI undertakes to the following:
The client guarantees that the content of the advertising service is not illegal or fraudulent, contrary to morals or public order. The client is responsible for any damages caused as a consequence of the breach of any of its guarantees or obligations under this agreement and/or the IO to users, publishers, MOBUSI or to any other third party, expressly undertaking to indemnify and hold MOBUSI harmless for any damages arising out of or in connection with the foregoing.
MOBUSI will only and exclusively be responsible for the damages directly caused to the CLIENT (excluding indirect damages and loss of profit) by the direct fault or negligence of MOBUSI in the rendering of the announcing services object of this agreement, but will never be considered responsible for actions carried out by other users or third parties, including the Client, in which case the Client undertakes to indemnify and hold MOBUSI harmless for any damages arising out of or in connection with the foregoing.
The parties expressly agree that the total aggregate liability of MOBUSI under this agreement shall be limited to the amount to be paid by the Client included in the IO for the rendering of the announcing services.
MOBUSI will not be responsible in any event for the total or partial suspension of services without prior notice due to technical problems or acts of god.
This agreement will be governed by and construed in accordance with the civil and mercantile laws of Spain.
Both parties agree to submit any and all disputes that may arise between the parties related with or in connection with this agreement or any other document thereof, to the jurisdiction of the courts of the city of Madrid, expressly renouncing to any other jurisdiction that may correspond.