These Agreement conditions regulate the relationship of any person or entity that participates or intends to participate in our Advertiser Service (the "Advertiser Service" or the "Service") through the Widitrade Platform (the "Platform" or the "Portal").
By registering and completing the Advertiser Registration Form accessible from the Widitrade portal, you accept this Agreement, including the particular policies or conditions that are linked to the Advertiser Service that will be defined throughout this Agreement or, as well as those policies or conditions that may be included within the Platforms and that will form part of this document as they are understood to be incorporated as Annexes to this Agreement.
This Agreement will come into force once Widitrade has validated and accepted the Advertiser as a client and the Advertiser has formalized the corresponding order form (IO) sent by Widitrade for this purpose, which will include the characteristics and particular conditions of the Service based on the provisions of this Agreement.
Once you accept the Advertiser Service conditions and as long as Widitrade validates your form, you will be considered as an "Advertiser" (from now on, we will refer to you as "Advertiser" or "you") binding the natural and/or legal persons you have identified yourself with in the Advertiser form. In any case, the Advertiser will maintain a business relationship with Widitrade, integrated into a productive process for income generation, so in no case be understood as acting as a consumer and / or user.
The services that Widitrade will be able to provide through the Platform are made up of five modules that are designed and configured as follows
1. Content creation module: This is responsible for generating reports or articles about the products and/or services.
2. Module for the creation of pages via template: This is responsible for the configuration of the pages in which the content is going to be shown and its main objective is to capture and collect leads.
3. Traffic purchase module: This is responsible for buying and selling audience in the online channel.
4. Marketing Module (CRM, ERP): This is responsible for managing the databases and generating impact on the marketing channel aimed at customers and potential customers, preparing and launching advertising campaigns via email, SMS, Push Notifications, Facebook, Messenger, WhatsApp, etc.
5. Service Module: This module offers the different services available on the Platform, among which the following can be found Creation of Videos, Management of social networks, Translation service, Customer service module, Logistic services module. Payment gateways and processors.
Purpose of the Agreement
As part of the Advertiser Services, Widitrade offers the Client a service of commercial representation of the Client's products, for their promotion among end customers through electronic means and the generation of an e-commerce platform that will allow end customers to acquire the Products directly from the Client. To this end, the Client will use the Widitrade Platform in the manner provided for in this Agreement.
Territorial scope of sales.
Widitrade will promote the hiring of the services/products of the Advertiser through telematic means, so that buyers can be established anywhere in the world. The Advertiser guarantees that the products can be marketed in any geographical area that the parties establish as viable in accordance with the provisions of this Agreement, and that it has the infrastructure and logistical capacity to deliver the products in any part of the territory.
Incorporation into the Advertiser Service and identification as Advertiser
User registration
In order to start the registration process, you must fill in and submit an application to participate in the Advertiser Service through the Form accessible from the Widitrade Portal, duly and completely filled in. Registration with the Advertiser Service is free of charge.
The Advertiser must maintain complete discretion and confidentiality of their credentials, as they are fully responsible for their safekeeping and conservation, as well as the consequences that could arise from their use by unauthorised third parties. In this regard, the Advertiser exempts Widitrade from any liability caused by the loss of their username or password and/or their use by unauthorised third parties.
Once the Application has been approved by Widitrade, the Client must agree with Widitrade through the IO on the corresponding fees/licence plans in order to use the Platform.
In your Advertiser account you can access the sections of Content, Products, Offers, Marketing Tools/CRM/ERP, Wallet, Account (Billing, settings and change password) where you can find and access the following information:
- Clear information will be provided on deposits and fees charged to the advertiser for advertising and billing activity (Transactions, Sales, full refunds, partial refunds, etc.).
- Displays all information about any individual transaction within the Advertiser's shop, including, but not limited to, items such as Product Sales Revenue, Product Sales Fee, Product Return Fee (partial or full), Monthly Service Fee.
- The Advertiser can change the username, password and language of the Platform
- The Client can obtain information about daily publications and income.
Inappropriate Advertiser Products
Inappropriate products are those that:
(a) promote or contain sexually explicit or obscene materials;
(b) encourage violence or contain violent materials, or encourage, support or incite potentially harmful or dangerous acts;
(c) encourage or contain false, misleading, defamatory or libelous material;
(d) promote or contain materials or activities that incite hatred, harassment, or harm or invade the privacy of others, or are abusive or discriminatory in nature (including on the grounds of race, color, sex, religion, nationality, disability, sexual orientation or age);
(e) encourage, develop or carry out illegal activities;
(f) are directed at children or knowingly collect, use or disclose personal information from children under the age of 13 or any other applicable age threshold (as defined in applicable laws and regulations); or violate any laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory standards, court rulings or decisions, or other requirements of any applicable governmental authority relating to child and consumer and/or user protection.
(g) include any trademark not authorized by Widitrade, in any domain name, sub-domain name, tag or Advertiser ID number, or in any username, group name or other form of identification on any social networking site; or
(h) in any other way, infringe industrial or intellectual property rights.
We will decide on the suitability of your application at our sole discretion. If we deny your application for reasons of inappropriate content, you may reapply at any time after you have met our eligibility requirements. Notwithstanding the foregoing, if at any time (1) we reject your application for any other reason, or (2) we terminate your account for breach or abuse (as determined in our sole discretion), you may not attempt to rejoin the Advertiser Service without our prior approval.
Updating your Advertiser Information
You must ensure that the information collected in your application for registration with the Advertiser Service and any other information related to your account, including your e-mail address, other contact information is always and at all times complete, accurate and up-to-date. We may send you notifications, approvals and other communications regarding the Advertiser Service and the Agreement to the e-mail address associated with your account at that time, as well as display information on your Advertiser Account Control Panel. You will be deemed to have received all notices, approvals and other communications sent to that email address, even if the email address associated with your account is out of date or no longer valid.
You have the obligation to keep your information as an Advertiser permanently updated and to always provide real information that allows adequate contact with you.
Identification as an advertiser once your registration has been validated
As an advertiser for Widitrade, you may only identify yourself as such and may not make any communication and/or representation on behalf of Widitrade or assume any obligation or commitment on behalf of Widitrade without our prior consent. Likewise, you may not make clients understand, either directly or indirectly, that you are acting on behalf of Widitrade or that you are Widitrade.
Obligations of the Advertiser Service.
The Advertiser shall provide us, as soon as possible and without delay, with any information we request to verify its compliance with the provisions of this Agreement.
In the event that you violate this Agreement or any of the Annexes that are part of it, as well as the terms and conditions of any other marketing agreement or particular conditions that apply, Widitrade may suspend your account and terminate this agreement immediately. This suspension and/or termination of the Agreement may be carried out upon simple suspicion of infringement without prior notice. However, Widitrade will attempt to notify you through the means of communication normally used between the parties.
The Advertiser represents, guarantees and undertakes to:
Widitrade makes no representations or warranties of any kind regarding the volume of traffic or the amount of revenue that you, as an Advertiser, could expect at any time as a result of your participation in the Advertiser Service; therefore Widitrade assumes no liability for any decisions and actions or omissions made by you prior to, during or upon termination of your participation in the Advertiser Service.
Customer service and/or returns management
The Advertiser may contract the customer telephone service and/or the service for managing the return of the Products when he/she considers it appropriate and applicable.
Brand
The Advertiser grants Widitrade, within the scope of this Agreement, a license to use its name, brands, the name of the Products or its distinctive signs that are necessary for the provision of the services covered by this Agreement in order to be able to sell its products.
Without prejudice to the provisions of the previous paragraph, Widitrade may use terms or descriptive words that are used within the scope of the Platform in order to make it more attractive to customers, always without affecting the rights of third parties.
Payment, billing and service fees by Widitrade.
The Advertiser is responsible for contracting the means of payment that he/she considers appropriate to carry out the operations necessary for the correct development of the services that are the object of this Agreement. In this regard, Widitrade will incorporate the payment method chosen by the Advertiser into the Advertiser's Platform.
The initial price of the Services shall be those established in the IO or, failing that, in the service rates accessible from the Platform Advertiser's Control Panel, without prejudice to the possibility of increasing it, either by verbal or written agreement, the aforementioned price in accordance with the provisions of this Agreement. The payment of the amounts shall be made in "pre-payment" mode by means of Bank Transfer, Paypal, Credit Card, or any other mode of which the Platform is enabled.
The Advertiser shall be obliged to pay any applicable taxes in accordance with the applicable regulations and to comply with all the requirements necessary to carry out its activity. The price indicated in the IO shall be net. In this sense, any direct or indirect tax, withholding, commission or any other local tax, cost or expense of any kind that could be applicable to the price indicated in the IO according to the corresponding applicable legislation, will be added to the net amount of the price, increasing accordingly the net price by the amount resulting from the application of the above
The costs associated with money transfers and/or transactions, whether through banks or the Client's means of payment, will be charged to the Client, who will have to make them.
The Advertiser must enter the Platform's Control Panel and choose the corresponding rates, and Widitrade will send him a document to be electronically formalized in which the rates chosen by the Advertiser are reflected.
Widitrade will announce, either through its own control panel or by the contact method chosen by the Advertiser, any change in rates that apply to the Advertiser or that the Advertiser should be aware of.
Duration
The duration of the Agreement will be that established in the corresponding IO, which can be renewed according to the instructions given by the Advertiser by issuing a new IO or by renewing the current IO.
Termination of Advertiser Service Agreement
Either party may terminate this Agreement at any time, either with or without cause, by giving written notice to the other party through the means of communication customarily used by the parties in their relationship. In such case, the termination of the Agreement shall be deemed effective and shall take effect seven (7) calendar days after the date of such notification.
You may notify the termination of this Agreement through the Control Panel by logging into your account and selecting the option to close your account in the "Account Settings" tab.
In addition, Widitrade shall be entitled to suspend or terminate this Agreement with immediate effect in the event of a justified reason:
Upon termination of this Agreement, we reserve the right to withhold, for a reasonable period of time after such termination, the corresponding revenues accrued and due, in order to ensure that the correct amounts are paid.
Upon termination of this Agreement, for any reason whatsoever, all rights and obligations of the parties, including all licenses granted under this Agreement, shall terminate. Termination of this Agreement shall not relieve either party of its liability for breach of this Agreement or otherwise arising under this Agreement prior to termination.
Disclaimer of Liability
The Advertiser Service the Widitrade portal, the products and services offered on our portal, any special links, link formats, content, advertising content, our domain names, trademarks and logos and all technology, software, functions, materials, data, images, text and other intellectual and industrial property rights, information and content provided or used by us or our related entities or customers on the occasion of or in the framework of the Advertiser Service (together, the "Service Offerings") are provided and offered "as is" and "as available".
Widitrade does not assume any responsibility in relation to the products and/or services marketed by the Advertiser, nor in relation to the information, labelling and/or advertising used for the sale of its products, in whatever modality proposed, which is used for the marketing of these; given that this information must be supplied and validated by the Advertiser itself, who assumes responsibility for the legality in force.
Neither we nor any of our related entities make any representation or warranty of any kind, whether express or implied, by law or otherwise, with respect to the service offerings. We and our related entities or customers disclaim any responsibility or warranty with respect to the service offerings, including any implied warranties of title, merchantability, satisfactory quality or suitability for a particular purpose or non-infringement of third-party rights, and any warranties arising under any law, custom, act or practice, performance or trade usage.
We reserve the right to suspend any service offer, or to change the nature, characteristics, functions, scope or operation of any service offer, at any time and as often as we deem appropriate. Neither we nor any of our related entities or licensors warrant that the service offerings will continue to be provided, perform as described, as expected or in a particular manner, or be free from interruptions, inaccuracies, errors or harmful components.
Neither we nor any of our related entities or licensors shall be responsible or liable for (a) any errors, inaccuracies, viruses, malware or service interruptions, including power outages or system failures, or (b) unauthorized access to or alteration, deletion, destruction, damage or loss of your site or any of your data, images, text or other information or content.
The advice or information you may obtain from us or any other person or entity or through the service offerings will not create or imply the creation of any warranty not expressly stated in this agreement. In addition, neither we nor any of our related entities or licensors shall be responsible or liable for any compensation, reimbursement or damages of any kind arising from (i) the loss of potential profits or revenues, anticipated sales, goodwill or other advantages or benefits; (ii) the investments, expenses or commitments you make or have made in connection with your participation in the Advertiser Service; or (iii) the termination or suspension of your participation in the Advertiser Service.
Nothing in this clause is intended to exclude or limit or will serve to exclude or limit any warranties, liabilities or representations that cannot be excluded or limited under applicable law.
Limitation of Liability
Neither we nor any of our related entities or customers shall be responsible or liable for any indirect, consequential, special, punitive or any loss of profit, goodwill, use or data arising from the service offerings, even if we were advised of the possibility of such damages. In addition, the total liability arising from the service offerings may not exceed the total revenue paid or payable to the Advertiser under this agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent liability claim occurred. By entering into this agreement, you waive any rights or remedies available to you in equity, including the right to claim specific performance of agreed-upon performance, injunctive relief or any other form of equitable relief in connection with this agreement. Nothing in this clause is intended to limit or shall serve to limit liability which is not capable of limitation under applicable law.
Duty to Compensate
To the fullest extent permitted by applicable law, we disclaim any liability for matters directly or indirectly related to your breach of this Agreement or your Products, and you agree to defend, indemnify, hold harmless and hold us and our related entities and licensors, and our respective employees, officers, directors and representatives (and those of our related entities and licensors) harmless from any and all claims; damages, losses, liabilities, costs and expenses (including attorneys' fees) relating to or arising from (a) your breach of any term or condition of this agreement (including any service policy); or (b) your taxes and duties or the collection, payment or failure to collect or pay your taxes or duties, or the failure to comply with any tax registration obligations or duties; or (c) the infringement of any intellectual or industrial property rights related to your Services and/or Products; or (d) any negligent or wilful misconduct by you or your employees or contractors.
Confidential information
With respect to Confidential Information provided by either party (the "Disclosing Party") to the other (the "Receiving Party"), the latter agrees by signing this Agreement to:
- To protect, preserve and safeguard such Confidential Information in a reasonable and appropriate manner, or in accordance with applicable professional standards, and at least using measures similar to those used to treat and process their own Confidential Information.
- Use the Confidential Information solely for the purpose of fulfilling your obligations under the terms of this Agreement.
- Refrain from disclosing or revealing the Confidential Information or any part of it to third parties, directly or indirectly, in any way and by any method, without the prior written authorisation of the Issuer.
- Reproduce the Confidential Information only to the extent necessary to comply with its obligations under the terms of this Agreement.
- Disclose or offer access to the Confidential Information received from the Issuer (or any part of such Confidential Information) to its employees, solely and exclusively to the extent that they need to know it in the context of this Agreement, and provided that the Receiving Party has obtained the necessary undertaking of secrecy, confidentiality and non-disclosure from such employees prior to disclosure or before access is offered.
Notwithstanding the foregoing, Widitrade may transmit Confidential Information to its insurers or their legal advisors or may use it for internal quality reviews. This clause will not apply to information that:
- Be or become generally known to the public for reasons not resulting from the breach of any of the obligations contained in this Clause;
- Be already known by the Receiving Party;
- Has been provided to a third party without restriction;
- has been developed independently by the Receiving Party; or
- It has been disclosed in compliance with a legal obligation or a demand from the courts or administrative or government authorities.
The obligations contained in this Clause shall remain in force without limitation even after this Agreement is terminated for any reason.
Modifications
Widitrade reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by publishing on the Platform Control Panel or on the Advertisers' Site a notice of change in the conditions, or by sending you a notification of such modification by email to the email address you usually communicate with us.
The date of entry into force of such change, except in the case of increases in Revenue, in which case the change shall enter into force seven (7) calendar days after the date of notification.
Your continuation in the Advertiser Service after the date of effect of the corresponding modification will constitute your acceptance of the modifications made.
The Advertiser is aware that this Agreement was originally drafted in Spanish. The Advertiser is aware of this and accepts that, in the event of inconsistencies or differences in interpretation between the Spanish version and a translated version, the Spanish version will always prevail.
Data protection
It is possible that, depending on the services contracted by the Client to Widitrade which are the subject of this Agreement, personal data will be processed during the provision of these services, for which the Client is Responsible for the processing and Widitrade the Processor, in accordance with the provisions of this clause. In this sense, the parties shall be governed by the provisions of article 28 of the RGPD and 33 of the LOPD-GDD. In no case will it be understood that the mentioned access will be a communication or cession of data.
To the purpose of this clause, the following words or expressions shall have the following meaning:
Data Protection Law: GDPR, LOPD-GDD or any other further legislation that could replace or supersede it, and any other subordinated regulation on personal data protection that is in force in Spain.
Data Processor or Widitrade: in accordance with Article 4.8 RGPD, the natural or legal person, public authority, service or other body processing personal data on behalf of the controller.
LOPD-GDD: Organic Act 3/2018 of 5 December on the protection of personal data and the guarantee of digital rights.
Data Controller or the “Client”: in accordance with Article 4.7 RGPD, the natural or legal person, public authority, service or other body which, alone or jointly with others, determines the purposes and means of the processing.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Each party shall comply in all respects with the Data Protection Law. The Controller guarantees that the processing of personal data referred to in this clause is lawful and complies with all the provisions of the Data Protection Law.
The Processor ensures that it offers sufficient guarantees to implement appropriate technical and organizational measures, so that the processing complies with the requirements of the RGPD and ensures the protection of the rights of the data subject.
The Data Processor shall:
- Process the personal data only on documented instructions from the Controller;
- ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
- under no circumstance shall engage another processor nor use the services of any third party that can have access to personal data when providing the service, without prejudice to the part “Subcontracting” of this Clause.
- taking into account the nature of the processing, assists the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR;
- assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 GFPR taking into account the nature of processing and the information available to the processor;
- delete all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data or the Controller shall request the return of the data; nevertheless, data processor can keep data blocked during the time of prescription of liabilities arisen from the data processing, to the sole effect of exercising right to defend from claims.
- make available to the controller all information necessary to demonstrate compliance with the obligations laid down in article 28 GDPR and to allow for and contribute to audits, including inspections, conducted by the controller or another authorized auditor by the controller.
- Under no circumstances will it transfer data outside the European Economic Area, except to those importers that are expressly indicated in the section " Features of the Personal Data Processing"; in this case, the Data Processor guarantees that the data importer offers adequate guarantees and the interested parties have enforceable rights and effective legal actions, and both parties will collaborate so that these guarantees are effectively implemented.
- not outsource or subcontract any personal data processing referred to in this document, nor appoint other data processors or subcontractors that have access to personal data, unless those that are expressly indicated in the section "Features of Personal Data Processing"; in that case, the Data Processor and its subcontractor must sign and keep in force during the term of the provision of series, a contract according to article 28 RGPD, which covers the data protection obligations of the parties in terms similar to those agreed in this Agreement. The subcontracting cannot start until the aforementioned contract has been signed. In any case, the Supplier shall be responsible for the acts and omissions of the sub-contractor to the same extent as if it had carried out the obligations itself pursuant to this Agreement.
- notify to the Controller, as soon as possible, any data breach that affects personal data under processing, that could be aware of.
Features of Personal Data Processing
Purpose of the processing: Provision of the services object of this contract through the Platform of the Manager.
Type of Personal Data: Identifying data (name, surname, etc.), Contact data (address, telephone, email, etc.). Transaction data.
¿Is the personal data processing related to special categories of data of art. 9 GDPR? No
Categories of data subjects: Clients, Potential Clients
Nature of the processing: collection, organization, erasure
Purposes of processing: Hosting and provision of the service related to the transactions carried out through the payment platforms enabled in the Platform.
Duration of the processing: the duration set out in the IO.
Authorized subcontracts inside the European Economic: N/A
International Data Transfers: N/A
Non-assignment
The Advertiser may not assign the Agreement or any of its rights or obligations without the express written permission of Widitrade, which will not be refused without sufficient justification. Any assignment made in contravention of the provisions herein shall be void and constitute a material breach of this Agreement.
Applicable Legislation and Competent Jurisdiction
The present Agreement is governed by the common Spanish law. The Parties agree to submit any litigious matter arising from or related to this Agreement to the Spanish courts and tribunals of the city of Madrid, expressly renouncing their own jurisdiction, if any other corresponds to them.