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Sell packs
CONTRACT FOR THE PROMOTION OF PRODUCTS AND/OR SERVICES THROUGH THE WWW.PACKSTIME.COM PLATFORM AND ORDER MANAGEMENT
GATHERED
On the one hand, PACKSTIME e-SERVICES S.L.U., with registered tax ID B-22917645, with registered office at c/ Roger de Llúria 104, 5º 2ª, 08037 - Barcelona (Spain), acting in its own name and representation (hereinafter, "PACKSTIME").
And, on the other hand, [COMPANY NAME], with a NIF [indicate], with registered office at [full address] (hereinafter, "the Shop"), is represented by [name and surname], with ID [indicate], with address at [full address].
Both parties may be referred to jointly as "the Parties" or individually as "the Party". The Parties, of their free and spontaneous wills, declare that they have and recognize, mutually and reciprocally, the necessary legal capacity to grant this contract, for which purposes,
MANIFEST
I.That PACKSTIME is a Marketplace platform accessible through the URL address www.packstime.com, (hereinafter, the "PACKSTIME Marketplace"), which allows natural and legal persons dedicated to the food, beauty, hygiene, home, cleaning, fashion, leisure, health and sports sector, to promote the offer and acquisition of their products and/or services through it.
II.That the Shop is interested in promoting its products and/or services through the PACKSTIME Marketplace so that all those who access and use the Marketplace (hereinafter, the "Users") can obtain the information indicated above and acquire the products and/or services promoted and marketed by the Shop through the Marketplace, PACKSTIME acting as a mere intermediary between the Shop and the Users in the management of orders placed through the Marketplace. The Shop states that it will make available to users, through the Marketplace, promotional packs with an incentive purpose with the aim of promoting, increasing or boosting sales or the provision of services.
III.That, by virtue of the foregoing considerations, the Parties have agreed to execute this contract (hereinafter, the "Agreement") subject to the following
CLAUSES
1st.- PURPOSE
By means of this Agreement, the Parties establish the terms and conditions that will regulate the service provided by PACKSTIME to the Shop consisting of making available to the Marketplace for the creation and publication of a profile containing data and information related to the Shop, as well as the products, services, offers and promotions of the same. This profile will be public and visible to all Users of the Marketplace.
Likewise, PACKSTIME will manage on behalf of the Shop the order orders that Users may place through the Marketplace.
2ª.- ENTRY INTO FORCE AND DURATION
Unless otherwise agreed upon, this Agreement shall enter into force on the date of receipt by PACKSTIME of the Agreement duly completed and signed by the Shop.
This Agreement has a duration of twelve (12) months from its entry into force and will be tacitly renewed for consecutive monthly periods as long as neither of the Parties notifies the other in writing of its intention not to renew at least fifteen (15) calendar days before the expiration of the agreed or extended term.
3.- SHOP PROFILE ON THE MARKETPLACE PLATFORM
The Shop will have a space in the Marketplace where you can publish your profile during the term of this contract. This profile will contain data, information and material, in any medium or medium, related to the Shop, as well as its products and/or services (hereinafter "the Material"). The Material may consist of, but is not limited to, text, photographs, videos, images, sounds, trademarks and logos, as well as links to websites and social media profiles.
PACKSTIME may review such information and reserves the right to activate or deactivate the Shop profile.
The Shop Material must reflect the veracity, timeliness and reality of the Shop, as well as the products, services, offers, promotions and news that the Shop promotes through the Marketplace and its profile. The Material shall be the sole responsibility of the Shop, and the Shop shall be liable for any material that infringes or violates the rights of third parties or applicable regulations.
The Shop declares and guarantees that the Material that it publishes in its profile, as well as any information and images related to the promotions and offers of the products and services offered by it that may be in its profile at any time will be the property of the Shop or of third parties who have given their consent or authorization for its use.
Unless otherwise agreed upon, PACKSTIME will decide the location, content, form and conditions under which the profile will appear on the Marketplace, and PACKSTIME may, at any time and without prior notice, modify, locate, withdraw, delete, alter and manipulate the profile. That said, PACKSTIME will not modify or alter the Material supplied by the Shop. In this sense, the Shop may make recommendations on the profile that is published in the Marketplace, without this imposing an obligation on PACKSTIME to adopt them.
The profile will be presented in Spanish, English, Catalan, French and Italian.
PACKSTIME will not be responsible for the comments, opinions, ideas or expressions that Users of the Platform may publish in forums or similar sections available on the Platform. The messages will only show the opinion of the Users who authored them and in no case will they presuppose a position or opinion of PACKSTIME towards the Shop. In the event that the Shop considers that the comments, opinions, ideas or expressions of the Users may be illegal or inappropriate, it may communicate this to PACKSTIME, without this communication entailing in any case the obligation for PACKSTIME to remove them.
4.- ORDER MANAGEMENT AND DELIVERY
Once it has received an order made by a User in relation to a product, service or promotion offered in the Shop's profile through the Marketplace, PACKSTIME will contact the Shop by email to transfer the order.
The Shop must confirm the placement of the order within a maximum period of 3 days from the receipt of the order that PACKSESTIMATE sends to the Shop. An order will be considered confirmed when the Shop changes the order status to the preparation in progress status. In the event of failure to confirm by the Shop within the period indicated above, PACKSTIME will understand that the Shop considers the order cancelled. PACKSTIME will immediately inform the User of the impossibility of fulfilling their order order.
The Shop accepts that, once it has received the order from PACKSTIME, any subsequent cancellation incurred will incur a penalty corresponding to 7% of the value of the cancelled order as a handling fee. Such penalty does not include indirect taxes or other applicable taxes.
The Shop will collect orders placed by Users through the Marketplace using the Stripe payment management platform or another of the same characteristics.
The Shop must have previously registered on the Stripe platform, or the platform indicated by PACKSTIME, in order to receive payments for its sales.
The Shop must update the status of each order received through PACKSTIME from its seller account in PACKSTIME.
In order to protect local commerce and the environment, the Shop will manage with the Users, free of charge, the delivery of orders to its own establishment.
In order to ensure that orders are not tampered with and that orders are kept safe and suitable for consumption, the Shop will be responsible for packaging, sealing, labelling and bagging orders in such a way that any attempt to tamper with them is manifest.
The Shop will be responsible for the preparation, packaging, labeling and bagging of the products that are the subject of the orders. In this sense, such preparation, packaging or packaging, labelling and bagging must be carried out in accordance with the regulations governing the preparation, distribution and trade of the products subject to the orders received, as well as the corresponding hygienic-sanitary standards.
The Shop will be responsible for ensuring that the content of the orders corresponds to the content published on your profile and must take into account customer comments, especially, but not limited to, comments regarding food allergies and/or intolerances.
5.- COMMISSION
For its services, PACKSTIME will charge, each time an order is generated, a commission of 8% on the total value of the order placed through the Marketplace (hereinafter, the "Commission"). Total value shall be understood as the total amount paid by a customer to a Shop for an order, including the amount of the products and/or services plus any applicable taxes. Such commission does not include indirect taxes or other applicable taxes. This commission is valid during the promotional period from December 1, 2022 to June 30, 2026.
Unless otherwise agreed upon, PACKSTIME will send the relevant invoice for the previous month to the Shop at the beginning of each month.
The Shop consents to PACKSESTIM issuing its invoices in electronic format (PDF). If the Shop wishes to revoke this consent, the Shop may indicate this by sending an email to the PACKSTIME address indicated in this Agreement.
Any change in the ownership of the Shop or in the bank details must be notified in advance and in writing to PACKSTIME. Failure to notify PACKSTIME could result in the payment of amounts to the outgoing cardholder's bank account or to an incorrect bank account. In such cases, the Shop shall be liable for such failure and shall indemnify PACKSTIME for any losses, damages or claims that PACKSTIME may suffer from the new owner(s) or that it may incur as a result of the Shop's failure to provide notice.
6th . PROMOTION ON OTHER PLATFORMS
The Shop expressly authorizes PACKSTIME to promote, distribute and publish the information of its products, services, promotional packs and any other Material of its profile through other digital platforms, marketing channels and third-party websites (including, without limitation, Google Shopping, social networks, price comparison sites, marketplaces and any other e-commerce or advertising platform) in order to increase the visibility, reach and sales of the products and services of the Shop.
This authorization includes the right of PACKSTIME to adapt the format, size and presentation of the Material to meet the technical requirements of each platform, without altering the material information of the same. Sales or leads generated through these external platforms will continue to be governed by the terms of this Agreement, including the commission system established in Clause 5.
7th . ADVERTISING
PACKSTIME may incorporate third-party advertising systems (including, without limitation, Google AdSense or other advertising systems) into its Marketplace platform. The Shop acknowledges and agrees that PACKSTIME may obtain advertising revenue through these systems, without this generating any right of participation in such revenue by the Shop.
8th- TERMINATION OF THE CONTRACT
The Shop may terminate this Agreement at any time upon written notice to PACKSTIME of fifteen (15) calendar days from the date of termination of this Agreement or any of its extensions. Termination of this Agreement does not relieve the Shop of any obligations and liabilities that may arise thereafter or result in the refund of any fees previously paid.
PACKSTIME may terminate this Agreement unilaterally at any time, even if there is no prior breach by the Shop.
9.- FORCE MAJEURE
PACKSTIME shall not be liable for any breach of its obligations under this contract if such breach is due to unforeseeable and unavoidable events, including, but not limited to, acts of God, fire, explosions, war, pandemics, floods, violent actions of third parties, electrical problems (excess or lack of current), governmental actions or actions by the competent authorities, losses or delays in supplier deliveries or restrictions on imports and exports.
10.- ASSIGNMENT
The Shop may not assign its position in this Agreement, nor the rights and obligations arising therefrom in its favor or at its expense, without the written consent of PACKSTIME.
PACKSTIME may assign its position in this Agreement, as well as the rights and obligations arising from it in its favor or at its expense.
11ª- GUARANTEE AND LIABILITY
The Shop guarantees that it is the owner of all licenses, permits, authorizations, rights or any other administrative or legal title necessary to offer and provide the products and/or services that will be published and promoted through its profile on the Marketplace, and that it will continue to be so during the term of this Agreement.
In addition, he/she declares to be the owner, or to have the corresponding consent or authorization of third parties for the use and transfer to PACKSTIME of any information, text, image, photograph, video, sound or other material used for the creation of the profile and its subsequent publication in the Marketplace.
The Shop shall be solely responsible for any claim or demand for damages of any nature arising from the breach or violation of this Agreement; of the violation or infringement of the rules, regulations, laws and codes or any other rules applicable to the Shop and its activity; the breach or partial compliance with the contractual and non-contractual obligations assumed by the Shop towards the Users of the Marketplace; of the performance of acts of unfair competition and illegal advertising and of the inadequacy and disappointment of the expectations of the products, services and promotions offered by the Shop through its profile in the Marketplace and that may be or will be acquired through it.
PACKSTIME will be exonerated from any type of liability that may arise from the products and/or services that are the subject of the orders. The liability to the Shop in respect of any type of claim arising out of this Agreement shall be limited to proven direct damages, caused by the sole negligence of PACKSTIME.
The Shop undertakes to hold PACKSTIME completely harmless, including reasonable attorneys' and attorneys' fees, for any fine, penalty, sanction or claim that PACKSTIME may suffer as a result of any breach committed by it with respect to the provisions of this Agreement or the legislation that is applicable to it in each case.
PACKSTIME's liability to the Shop in respect of any type of claim arising from this contract shall be limited to proven damages caused by the sole negligence of PACKSTIME. In any case, such liability shall not exceed the amount corresponding to the amounts actually paid by the Shop to PACKSTIME as commissions during the three months prior to the date on which the event causing the damage occurred.
PACKSTIME shall not be liable to the Shop for indirect damages; non-material damage; Profit; loss of revenue, profits or goodwill and loss of data and/or use, even if advised of the possibility of such damages.
12.- INDEPENDENT PARTIES
This Agreement is not intended to be or constitute the creation of a partnership between PACKSTIME and the Shop.
This Agreement is purely commercial, so at no time will there be an employment relationship between PACKSTIME and the Shop. In this sense, PACKSTIME does not assume any commitment of exclusivity with respect to the Shop as a result of this Agreement.
13.- INTELLECTUAL PROPERTY
The Parties acknowledge their respective intellectual and industrial property rights and guarantee that, at no time, will they make use of said property for their own purposes or for purposes unrelated to the subject matter of this Agreement.
14-DATA PROTECTION
PACKSTIME is the data controller of the following data: a) those of the Shop itself, in the event that it is considered to be self-employed or self-employed; b) those of the legal representatives and/or representatives of the Shop that have been recorded in this document; and c) those of the persons who, providing their services in the Shop, come into contact with PACKSTIME to enable the maintenance, development and management of the business relationship formalized by means of this document (contact persons), to whom the Shop undertakes to communicate the full content of this clause.
The personal data of the data subjects indicated above will be processed for the following purposes:
● To enable the maintenance, development and management of the business relationship formalized through this document. The data processed for this purpose will be kept for as long as the business relationship is maintained and, once it has ended, during the storage periods and limitation of responsibilities provided for by law. The legal basis for the processing is: a) the execution of a contract when the Shop is considered to be self-employed or self-employed and b) the legitimate interest in the case of the legal representatives and/or representatives of the Shop or contact persons.
● To keep the Shop informed, including by electronic means, about PACKSTIME products, services and news. The data processed for this purpose will be kept until the moment the Shop opposes the processing of your data for this purpose. The legal basis for the processing is PACKSTIME's legitimate interest in keeping the Shop informed.
The data will be transferred to Public Administrations for compliance with legal obligations and banks for the management of collections and payments. The data may be transferred to suppliers who provide auxiliary services who are considered to be data processors. Some of these processors may be located outside the European Economic Area, PACKSTIME guarantees that it will subscribe the appropriate guarantees for the security of the transfer.
The interested party may exercise their rights of access; rectification; deletion; limitation of processing; data portability and opposition before PACKSTIME. To exercise these rights, the interested party may send their request to PACKSTIME, C/ Roger de Llúria 104, 5º 2ª, 08037 – Barcelona and to the email address legal@packstime.com. In any case, the interested party has the right to file a complaint with the corresponding supervisory authority if it deems it appropriate.
At the time a User makes a purchase through the Marketplace, PACKSTIME will communicate the User's data to the Shop for the correct provision of the service/purchase made by the User.
15.- NOTIFICATIONS
All notices, requirements, requests and other communications to be made by the Parties in relation to this Agreement shall be in writing and shall be deemed to have been duly made when they have been sent by e-mail, registered mail or burofax to the address, electronic or postal, of the other Party listed for this purpose in this Agreement.
Notifications to PACKSTIME will be understood to have been validly made when the Shop makes them through e-mail addressed to legal@packstime.com.
On the other hand, notifications to the Shop will be understood to have been validly made when they are made by email by sending them to the address provided by the Shop when creating their account.
16.- NULLITY AND INEFFECTIVENESS OF THE CONTRACT
In the event that any clause included in this Agreement is declared, in whole or in part, null or ineffective, such nullity or ineffectiveness will only affect said clause or the part of it that is null or ineffective, the Contract remaining in force in all other respects, such clause being considered totally or partially not included.
17.- APPLICABLE LAW AND COMPETENT JURISDICTION
Both Parties agree that this Agreement will be governed by and interpreted in accordance with the laws of Spain and will submit, expressly waiving any other jurisdiction that may correspond to them, to the jurisdiction of the Courts and Tribunals of the city of Barcelona, unless the Law obligatorily establishes otherwise.