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General Contractual Conditions

General Contractual Conditions

This document, called General Contractual Conditions (“the Conditions” or “the Contract”), regulates the contractual relationship between the bidder  and Inspiring Benefits S.L. (“INSPIRING”).

Subject to the General Contractual Conditions

The Bidder authorizes INSPIRING to make promotional offers oriented to the sale of the services offered by the Bidder (“the Offers”) for the members (“the Clients”) of the INSPIRING purchasing clubs. Said purchasing clubs are contracted by INSPIRING’s final client and are directed to several user groups, associated to INSPIRIG’s final client.

INSPIRING will make the prevously mentioned promotional offers though different Media (“the Media”) configured for that purpose in the purchasing clubs and the contract that INSPIRING concludes with their final client. The offers will be made during the validity period of the present Conditions.

The service offered by the Bidder, which must be included in the promotional offers made by INSPIRING, must be reviewed by the Bidder on the activation request and duly described on the corresponding Offer File, to be filled in by the Bidder.

Price and Conditions

The Bidder agrees to maintaint in force all the requirements and benefits established in the Client’s Offer.

There is no minimum amount or discount percentage to be applied by the Bidder in this Offer File, however, based on INSPIRING’s service characteristics and its artificial intelligence engine, Offers with a greater interest amongst Clients will acquire a greater visibility in the Media.

In case of cancellation of a current Offer by the will of the Bidder, the Bidder is commited to respect the Offer presented to the Clients up until its cancellation, which must be announced at least ten working days prior to the effective date of cancellation.

In order to simplifly the identification of the Clients, members of INSPIRING’S purchasing clubs, with the exception of specific justified cases, will be carried out by a technology supported by INSPIRING, to avoid having to send regularly updated lists of companies collaborating with INSPIRING.

Duration

The Conditions will have the same duration as the one established in the Service Offer File, starting from the date of communication of the service subscription, and will remain valid during the time the Bidder stipulates, unless otherwise indicated by notice of either of the parties.

Intellectual and Industrial Property Rights

INSPIRING will promote the Bidder’s product or service with the registered trademark and other distinctive marks indicated by the Bidder

The Bidder states to be the legal owner, or authorised user, of the registered trademark and gives INSPIRING the required authorisation for its use in the offer, publicity or promotion of products and/or services. This authorisation of use does not imply the transfer of property.

The Bidder will defend, at their own expense, any claim or lawsuit against INSPIRING, on the basis that the license infringes a patent, copyright or trade secret, trademark, and will cover all of the expenses and losses that come as a result of the final judicial decision. INSPIRING will notify the Bidder about the claim and will provide them with the information and cooperation requested, just as the Bidder will act to defend and solve the claim, INSPIRING will also be able to take the necessary legal actions.

In compliance with the Conditions and use of the Registered Trademark and the rest of the licensed contents, Inspiring will not be responsible for any lawsuit and will not be the object of any legal action, nor will be obligated to provide any economic compensation or compensation of another type deriving from the breach of Intellectual Property Rights to third parties

Offer Exclusion

INSPIRING reserves the right to exclude any offer from the Media, due to Clients’ low interest, infringement of conditions or internal policies of INSPIRING’s service contractors, or if the quality of service is not considered appropriate.

Bidder Agreements

The Bidder declares to be in possession of the required authorisations to conclude and meet these Conditions.

The Bidder will provide the products and/or services to the Clients under the stipulated conditions in the Offer File.

If indicated in the file, the Bidder agrees to inform INSPIRING on a monthly basis about the amount and number of redirected sales, as well as the total sum of the amount saved by INSPIRING Clients.

The Bidder guarantees the quality of the products and/or services to the Clients and is obligated to provide them with due diligence and have the necessary means to adequately provide the service.

The Bidder will assume the responsibility for the sale of the product or the provision of the services to the Client, leaving INSPIRING unharmed by any third party claims. They will assume the costs and risks derivated from the sale of products or the provision of services to the Clients.

The Bidder agrees to observe in its fullness and rigorously, with respect to the provision of the Services, the applicable regulatory law (international, Spanish or any other) of the competition, advertising, unfair competition and/or marketing; the regulations of telecommunication services; the regulations of the information society and electronic commerce services; the defense of consumers and users; the protection of personal data including technical and organizational security measures for processing and management of personal data, as well as any applicable legislation that may complement or replace it and, in any case, the Services provided shall incorporate those elements or be provided in a way that is suitable for Clients to comply with those regulatory requirements that may be applicable to them; (ii) the Bidder's strict compliance with the legislation on the defense of consumers and users and other related regulations, particularly in terms of the obligation to sell, the right of withdrawal, guarantee and after-sales service, the duty to disclose sales promotion activities and the regime applicable to sales promotion activities; (iii) the Bidder's guarantee that they will be liable to Customers and INSPIRING for any loss or damage arising from the breach of the obligations assumed under this contract, keeping Customers and INSPIRING safe from any damages derived from it; (iv) the offer will not be in direct or indirect relation with any inappropriate content or content that violates the rights of third parties; (v) the Bidder will be solely responsible for the creation and fulfillment of all the contents of the offer and (vi) will provide the content of the offer according to the format agreed with INSPIRING.

The Bidder agrees to communicate to INSPIRING more beneficial offers for their products and/or services than those offered to the general public, so that the price offered to customers is more beneficial than the price that they could get individually.

In the event of a delay of the offered products and/or services, planned or actual, the Bidder: (i) will notify INSPIRING as soon as possible and in writing, the reasons for the delay and the measures taken to solve or minimize the delay, (ii) will provide INSPIRING with a written timeline for the rectification of the delay.

Data Protection and Confidentiality

The information provided by the Bidder through this form or during its business relationship with Inspiring will be treated in order to incorporate the company that you represent to our network of partners, as well as to be able to inform you, by email or other means of electronic communication, of the Inspiring corporate activities that may be of interest to you as our partner in order to enhance the collaboration on our platforms. Your personal data will not be transferred to third parties, unless you provide us with your express authorization beforehand and they will be conserved during the period of time that the negotiation relationship between the Bidder and Inspiring lasts. The Bidder may exercise its rights of access, portability, treatment limitation, opposition information, rectification and cancellation of their data and revocation of your authorization without retroactive effects by sending an e-mail to the following address: lopd@inspiringbenefits.com And in any case, if you consider that Inspiring has not adequately addressed your rights, you can also submit a claim to the Spanish Agency for Data Protection.

Regarding the obligations of each of the parties regarding the processing of personal data, each of the parties will be responsible for their respective treatment against the owners and each party must comply with their obligations in accordance with current legislation in matters of Data Protection, including the updating of records or notifications.

The Parties compromise not to disclose the information that has been provided by the other Party and is identified by it as "Confidential", except for that which is public.

Communications

All notifications and written communications will be sent to the addresses indicated in the file, by any means that irrefutably proves the content and the delivery of the communication.

Any change of address should be notified to the other Party with at least ten working days prior to the change, by any means that irrefutably proves the content and the delivery of the communication.

Resolution

The Conditions and the linked Offer are subject to early termination in the following cases:

  • Unfulfilment by one of the parties, or their employees, of any of the obligations assumed in accordance with the Conditions, without harming the rights of the damaged company for their preference of continuing the Offer and requiring from the other Party the complete compliance with their obligations and, in any case, the reparation of damages caused by the unfulfillment of the contract.
  • Bankruptcy process, insolvency or a judgement against any of the Parties.
  • Any other legal cause of resolution.

Miscellaneous

In the event that any of the clauses in the Conditions become invalid for legal reasons, the rest of the clauses will not be affected and will remain in effect.

The Bidder is an independent contractor and will have absolute control of their offers and all the details of their execution.

The Bidder will comply with all the laws, regulations and any other rules that could be applicable.

The Conditions apply to the totality of the agreements by the parties and substitute and cancel previous contracts, agreements and communications between the Parties. No modification of the Conditions will be binding unless put in writing by each Party.

Jurisdiction and applicable law

The Conditions will be regulated according to Spanish law.

The parties will be submitted specifically to the Court in the city of Madrid, expressly waiving other jurisdictions.