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These terms and conditions have been established to provide a clear and fair basis for the cooperation between the Partner and Gestoraz. By entering into the agreement, you confirm that you have read and agree to these terms.
Introduction
These general terms and conditions apply to all agreements between the Partner and Gestoraz regarding the use of the Partner account. Besides these terms, Gestoraz’s General Terms and Conditions will always apply to the agreement between the actual client and Gestoraz.
Identification Details
1. Definitions
2. Applicability
These general terms and conditions apply to all agreements between the Partner and Gestoraz regarding the use of the Partner account. Deviations from and additions to these terms are only valid if agreed upon in writing between Gestoraz and the Partner.
3. Use of the Partner Account
Gestoraz grants the Partner a non-exclusive, non-transferable right to use the services and resources available through the Partner account for the duration of the agreement.
The Partner is not permitted to copy, modify, distribute, or otherwise exploit the obtained resources without prior written consent from Gestoraz. The Partner must comply with all applicable laws and regulations when using the Partner account.
4. Responsibilities of the Partner
You are responsible for the correct and secure use of the Partner account in accordance with Gestoraz’s instructions and guidelines. You must not use the Partner account in a way that could cause damage to Gestoraz, other users, or third parties.
Additionally, you are responsible for all activities that occur under the Partner account and must immediately report any unauthorized use to Gestoraz.
You must implement appropriate security measures to prevent unauthorized access to the Partner account and ensure that all information shared through the Partner account is accurate, complete, and up to date.
5. Declaration of Representation
You declare and guarantee that you are authorized to enter into this agreement on behalf of the organization you represent. If you act as a representative of a legal entity, you confirm that you have the legal authority to enter into this agreement on behalf of that legal entity.
6. Liability
You are liable for all damage arising from the use of the Partner account, including damage caused by negligence or improper use.
Gestoraz is not liable for any damage, direct or indirect, resulting from your use of the Partner account unless there is intent or gross negligence on the part of Gestoraz.
You indemnify Gestoraz against all claims from third parties arising from your use of the Partner account. Neither party is liable for indirect damages, such as consequential damages, loss of profits, or data loss.
Gestoraz’s total liability towards you will never exceed the amount you have paid for the respective service.
7. Penalty Clause
In the event of a breach of these terms, particularly regarding Article 4 (Responsibilities of the Partner), you shall pay Gestoraz an immediately payable penalty of €1,000 (one thousand euros) per breach, without prejudice to Gestoraz’s right to claim full compensation for damages.
The penalty applies for each week the breach continues, up to a maximum of €10,000 (ten thousand euros). Imposing a penalty does not release you from your obligations under the agreement and these terms.
You are required to pay the penalty within 14 days of receiving the invoice.
8. Data Processing and GDPR
In the context of fulfilling the agreement, Gestoraz may process Personal Data on your behalf. Gestoraz is considered the processor and you as the data controller, as defined in the General Data Protection Regulation (GDPR) and the Spanish Organic Law 3/2018 (LOPDGDD).
You are responsible for providing all necessary documentation regarding data and sub-processing agreements.
Gestoraz will only process Personal Data on your instructions and in accordance with your written instructions. Gestoraz will implement appropriate technical and organizational measures to protect Personal Data against loss or unlawful processing.
Gestoraz will not provide Personal Data to third parties without your prior written consent, unless necessary for performing the tasks, legally obligated, or based on a binding court order.
In the event of a data breach, Gestoraz will inform you without undue delay. This includes all relevant information needed for you to comply with your legal obligations under the GDPR and LOPDGDD.
Upon termination of the agreement, Gestoraz will, at your choice, either destroy or return all Personal Data, unless storage of the Personal Data is legally required.
You have the right to monitor the processing of your Personal Data and may request access, correction, or deletion of your data as provided in the GDPR and LOPDGDD.
9. Termination of the Agreement
Gestoraz has the right to terminate the agreement with immediate effect if you do not comply with these terms or if there is a breach of contract. Upon termination, you must immediately stop using the Partner account and delete all copies and data thereof.
Termination of the agreement does not release you from obligations that arose before termination. Gestoraz may also terminate the agreement if the Partner account is inactive for a period of twelve months.
10. Use of Name and Logo
You grant Gestoraz the right to use your name, logo, and other trademark rights for publication and marketing purposes. This includes use in promotional materials, on Gestoraz’s website, in social media, and in other marketing channels.
11. Other Provisions
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision will be replaced by a provision that most closely reflects the original intent.
These terms are governed exclusively by Spanish law. Disputes arising from or related to these terms will be submitted exclusively to the competent court in the district where Gestoraz is established in Spain.
Gestoraz may modify these terms at any time. You will be notified of any changes, and continued use of the Partner account after such changes constitutes acceptance of the amended terms.
These terms constitute the entire agreement between Gestoraz and you regarding the subject matter herein and replace all previous oral and written agreements.
12. Intellectual Property
All intellectual property rights related to the services and resources provided by Gestoraz remain the property of Gestoraz or its licensors at all times.
You do not obtain any ownership rights regarding the services and resources, except for the limited right to use as defined in Article 3. You are not permitted to copy, distribute, disclose, reproduce, or otherwise exploit Gestoraz’s materials without prior written consent.
13. Confidentiality
Both parties commit to maintaining the confidentiality of all confidential information obtained from each other in the context of the agreement. This confidentiality obligation remains in effect even after the termination of the agreement.
Confidential information includes, but is not limited to, technical data, know-how, business plans, financial information, and other non-public information.
14. Force Majeure
Neither party is liable for any delay or failure in performing the agreement due to a force majeure situation, including but not limited to natural disasters, war, strikes, pandemics, or government measures.
The party invoking force majeure will inform the other party in writing as soon as possible and make all reasonable efforts to mitigate the effects of the force majeure situation.
If the force majeure situation persists for more than three months, both parties have the right to terminate the agreement in writing without any obligation to compensate for damages.
Last updated: 01/10/2024
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