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TERMS AND CONDITIONS FOR COMMERCIAL AGREEMENTS WITH REGISTERED BUSINESS

Defnitions

  1. Metanomi BV (hereinafter “Metanomi BV” or “the Provider”) is an entity whose corporate purpose is, among others, to provide advice and services to its clients related to Influencer Marketing, sports sponsorships, and organization of events, having sufficient material and personal means and having the know-how and experience, through professionals with knowledge and capacity to do so.

  2. The Client is an entity who for business strategy reasons, is interested in publicizing and promoting a brand or product through a promotional campaign or receive a social media training carried by Metanomi BV 

  3. Contract means the agreement between Metanomi BV and the Client  for the provision of services consisting of these  General Terms and Conditions of Services and the Purchase Order signed by the Client. 

Scope of application

  1. These General Terms and Conditions of Services shall apply to all contracts for the provision of services by Metanomi BV with effect from [Defined date on PO] until further notice.

  2. The General Terms and Conditions shall apply to each and every offer, and contract between Metanomi BV and a client, to which Metanomi BV has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the present terms and conditions in writing.

  3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed upon in writing.

Conditions of Contract

Services

The provision of services by Metanomi BV to the Client will consist of the hiring of a consulting service or the organization, planning, hiring Influencers and activation of an Influencers Plan in favor of the Client and through a promotional campaign Services will be specifically defined by the purchase order signed by each Client.

Execution of services

  1. Metanomi BV shall provide all the Services with due care and diligence, in accordance with the appropriate professional practices and techniques in each area and responding to their expertise in the field in which the object of the contract operates.

  2. Metanomi BV will make diligent efforts so that all Influencers will follow the guidelines set by the Client for the correct development of the contracted services.

Duration of Contract

The contract will begin to take effect on the date of  the purchase order signed by the Client and will end once the agreed services have been duly provided by the parties and the price has been paid or by the date mutually agreed by the parties.

Price and payment method

  1. The Client shall pay the Price in accordance with the terms of the contract.

  2. The Client undertakes to pay the Provider, as consideration for the execution of the Services object of the contract, by bank transfer and against the presentation of the corresponding invoice, within a period of thirty (15) days from the presentation of the corresponding invoice. The invoice will be presented on the date of completion of this contract.

  3. In the event that the payment is made after 15 days, the Client will have to pay an additional 7.5% compensation for the first 15 days of delay. After this period, the Client will have to pay a penalty of € 100 for each day of delay.

Obligations 

The obligations of the Provider are the following, without prejudice to those separately established by the parties:

  1.  Provide all the Services with due care and diligence, in accordance with the appropriate professional practices and techniques in each area and responding to their expertise in the field in which the object of the contract operates.

  2. Inform the Client, during the development period of the different Services, of the state in which they are. 

Likewise, they constitute obligations in charge of the Client, without prejudice to those separately established by the parties:

  1.    Pay the price of the Services in the terms and deadlines stipulated in the contract.

  2.   Collaborate with the Provider for the development of the contracted Services in all its phases, to bring them to fruition (when applies). 

  3.  Provide the necessary product and material to the Influencers for the correct development of the campaign (when applies).

  4.  Communicate to the Provider the exact dates of the publications for subsequent communication to each Influencer (when applies);

  5. Use the rights of image, voice, name of the Influencers and/or the exploitation rights of the promotional content of the Influencers only during the period of validity of the contract and in the terms and conditions statuated in the contract (when applies).

Image Rights (when applies to campaigns) 

  • The Provider will make all diligent efforts to obtain from the Influencers as many authorizations, licenses and assignments of image rights and intellectual property are necessary, so that they assign to the Client all the image rights and the exploitation rights of the published contents.

  • The Provider will obtain the assignment in favor of the Client of the rights of image, voice and name of the Influencers for the correct development of the campaign and exclusively during the term of the contract.

  • The Provider undertakes that all the content created and published by the Influencers on their Instagram or TikTok profiles may be used by the Client exclusively on their official social media profiles and channels without paid media, or advertising.

  • Obtaining the transfer of image rights of the Influencers and the transfer of the exploitation rights of the promotional content of the Influencers is carried out exclusively, without territorial limitation, this is for all the world, and for the period of validity of the contract.

  • Likewise, in the event that the Client has an interest in using the contents of the Influencers on any other platform or for any other purpose (offline media, newsletters, paid media, etc.), it will have to be communicated to the Provider, who will contact the relevant Influencers and an additional budget will be established depending on the characteristics of the action.

Trademark use rights

During the term of the contract, and for the purposes of guaranteeing its fulfillment, the Client expressly authorizes the Provider to authorize the Influencers to use the brand and products owned by the Client in accordance with the content, media and target areas. The Provider will make diligent efforts so that the Influencers will carry out an adequate and diligent exploitation of the Client's brand. However the Provider will not be held responsible for any infringements of the trademarks, names, patents and other intellectual and industrial property rights associated with the Client's products by the Influencers in the execution of the Campaign.

The Provider accepts and acknowledges that the trademarks, names, patents and other intellectual and industrial property rights associated with the Client's products are the exclusive property of the Client and that the conclusion of the contract does not imply in any way waiver or transfer of such intellectual and industrial property rights.

In the event that this contract loses its validity or is terminated in advance, whatever the cause and time of termination, the present assignment of trademark use rights will also be without effect from that moment and in the same way.

Liability

The Provider will respond to the Client for any obligations derived from the provision of Services assumed by the Provider that are the object of the contract, and will hold the Client harmless, from the moment they occur, from any liability, damages or losses related to any breach by the Provider of the current legislation or of their obligations or guarantees of the contract.

However, the Provider will not be held responsible for any acts or omissions of the Influencers in executing their obligations in respect of the Client’s campaign including but not limited to the Influencers’ breach of the Client’s guidelines, delivery deadlines or any other infringements of the Client’s rights by the Influencer.

The Client will respond to the Provider for any obligations derived from the provision of the obligations assumed by the Client under the contract, and will hold the Provider harmless, from the moment they occur, from any liability, damages or losses related to any breach by the Client of the current legislation or of their obligations or guarantees of the contract.

Early termination

The contract may be terminated in advance in the following cases:

(1) By agreement of the Parties, collected in writing.

(2) In case of force majeure, immediately and without any compensation between the Parties, without prejudice to the application of penalties that may have been generated prior to the occurrence of force majeure. Force majeure is defined as when one or both Parties are not in a position to comply with their contractual obligations and the situation of force majeure or its effects determine that said inability to fulfill the contract lasts for fifteen (15) calendar days or more. In such circumstances and once the aforementioned fifteen (15) days have elapsed, any of the Parties may terminate the contract at any time.

(3)In the event of breach by any of the Parties of the obligations that correspond to it under the contract. .

As a consequence of the non-compliance of either Party, the aggrieved Party may:

  • Cease the contract by a simple notification without the necessity of a court trial provided that  the Party has previously notified the counterpart in writting of the breach and the latter has not rectified such breach within a maximum period of twenty (20) days from the date of receipt of such notice, provided that said breach could be corrected.

  • Demand compensation for the damages suffered as a result of said breach, including, among others, the fees of its lawyers and experts, as well as the procedural costs.

  • Enforce any other right provided by law. 

Failure to request compliance with any term of the contract shall not constitute a waiver of the rights of the aggrieved Party provided therein.

If applicable, all the services provided and justified expenses prior to the assumptions contained in this clause must be satisfied in accordance with the amounts agreed in this contract. 

Confidentiality

The Parties accept that all information of their respective ownership or property, provided previously and on the occasion of the signing and execution of the contract, its object and scope, including the signature thereof, including, but not limited to, technical data, know-how, ideas, inventions, concepts, business plans, new products, contracts, projects, documents, designs, logos, new technologies, plans, drawings, instructions, recommendations and all other information related to the Services object of the contract, whatever may be its support and form of communication, is of a secret and confidential nature and has great value and that any negligence in the treatment of the information (or any part of it) without the adoption of due precautions, may cause irreparable damage to the interests of the Parties.

Thus, the Parties agree not to disclose and keep the information and documentation related to the contract under strict confidentiality and secrecy, expressly prohibiting the disclosure of all information and knowledge related to the contract. The violation of the confidentiality and / or secrecy obligations established herein will have the character of an essential breach of the contract, and the complying Party may claim compensation for damages from the non-complying Party, in addition to being empowered to terminate the contract.

The confidentiality and secrecy obligations provided for in this clause will be applicable from the signing of this contract, without prejudice to covering all actions, information and documentation in any medium and by any means related to the Services object of the contract and generated even before the signing the contract. Likewise, the provisions of this clause will continue in full force and will be binding on the Parties for 5 years once the contract is terminated or terminated in advance for any reason. 

Personal data protection

The Parties are obliged to comply with EU Regulation 2016/679 of April 27, 2016 (RGPD)  and other applicable regulations in data protection matters. 

Information:

In accordance with 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), the Parties consent and they state that the personal data of the signatories of the contract will be of exclusive use for the purposes of reciprocal business relationships, such data may appear in the files of private ownership of any of the Parties, in which case the Parties recognize each other and reciprocally, the rights of access, rectification, deletion, opposition, limitation and portability, which may be exercised by writing to the addresses indicated in the header.

The legitimizing basis of the treatment is the contractual relationship between the Parties. The Parties acknowledge that the personal data provided now or in the future will be processed by the other Party in order to manage the contractual relationship arising from the contract.

The personal data will be kept by them for the indicated purpose during the time required by the applicable legislation and, in any case, until the eventual responsibilities derived from the contract are prescribed.

The Parties may communicate the personal data they obtain to other companies in their Group, in order to be able to carry out the centralization of administrative and IT processes.

Each of the Parties has the right to:

  • Access their personal data.

  • Rectify inaccurate or incomplete data.

  • Request the deletion of their data when, among other reasons, the data is no longer necessary for the purposes for which it was collected.

  • Obtain from the counterpart the limitation of data processing when any of the conditions provided in the data protection regulations are met.

  • Request the portability of their data.

  • Claim before the Dutch Data Protection Agency when the interested party considers that the other party has violated the rights that are recognized by the applicable data protection regulations. 

Miscellaneous

(1) In the event that any provision of the contract is declared void by a competent court, the stipulation with respect to which this occurs will be replaced by another that produces the same or similar effects to those intended by the parties, the rest of the provisions of the contract will continue to have full effect, unless said partial nullity affects an essential element of the contract. Any provision of the contract that is declared partially void will continue to have full effect in the part that has not been declared void, with the same previous exception.

(2) Any notification between the Parties under the contract must be made in Spanish or English and in writing and be directed to the attention of the relevant person by certified mail or burofax to the address of the corresponding Party indicated in the heading.

If either Party changes its notification address, it must notify the other Party, understanding that such notification will take effect from the moment it becomes known to them.

Applicable law and jurisdication

The contract will be governed by the laws of The Nertherlands.

The Parties agree to submit any difference, discrepancy or dispute related to the contract or derived from it, exclusively and waiving their own jurisdiction, to the Courts and Tribunals of the city of Amsterdam, The Nertherlands.  

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