Service Agreement for FacturaDirecta Partners and Distributors

This Service Agreement (hereinafter “Agreement”) broadly explains our obligations as service providers (the company Conductiva Online Services, SL, hereinafter FACTURADIRECTA), the obligations of the Partner or Distributor (hereinafter PARTNER) as well as other conditions and circumstances of interest to the parties, which will come into force at the time of acceptance.

FacturaDirecta will understand that the Partner has read and accepted this agreement, as well as the General Service Agreement of FacturaDirecta and has sufficient capacity to contract.

1. Purpose

The purpose of this contract is to establish the terms and conditions under which the Partner will act as an authorized reseller of the online invoicing service FacturaDirecta, providing service to third parties (client companies) through their FacturaDirecta Partner profile.

The online service “FacturaDirecta” is accessible and described at https://www.facturadirecta.com

FACTURADIRECTA will provide the PARTNER with access to an online environment from which they can manage and activate multiple FacturaDirecta accounts for their clients.

2. Economic conditions

2.1. Monthly billing

FACTURADIRECTA will issue a single monthly invoice to the PARTNER on the 1st of each month corresponding to the contracts, renewals or plan changes in their FacturaDirecta accounts (associated with their Partner Program) that occurred in the previous month. No daily proration will be made. Subscriptions in trial period (30 days) do not count towards billing.

2.2. Volume discount

A tiered discount will be applied based on the number of active accounts of the PARTNER at the end of the previous month. The discount varies depending on the number of active accounts and can reach up to 50% discount (according to volume of active accounts)

An “active subscription” will be considered one that:

  • Has a current paid plan contracted.
  • Has completed the initial 30-day free trial period.

Companies that are within their free trial period will not count as active subscriptions for billing purposes or for calculating the volume discount.

2.3. Reference base prices (RRP)

The base prices on which monthly billing and volume discounts will be calculated will always be the standard prices published without discounts available on the FacturaDirecta commercial website:

https://www.facturadirecta.com/precios/

FACTURADIRECTA commits to keeping this page updated as the only valid source of official information about the prices of current plans. Any change in these prices will be understood as notified to the PARTNER through its publication at this URL.

3. Payment methods

The Partner will pay the total amount of the monthly invoice through the payment method they have indicated at that time in the subscription area of the Partner account within their FacturaDirecta company profile. Currently, accepted payment methods are: credit or debit card, direct debit. No payment by bank transfer will be accepted.

IMPORTANT NOTE: In case of returned direct debits, the outstanding amount must be paid with a credit or debit card, including a return processing surcharge equivalent to 5% of the returned amount (minimum €15 + VAT). Non-payment may result in temporary suspension of active accounts until regularization.

4. Commitments

4.1. PARTNER commitments

The PARTNER commits to:

  • Not make fraudulent use of the registration and cancellation process.
  • Use the company management system in good faith.
  • Not create fictitious accounts or make fraudulent registrations.
  • Properly manage the relationship with end customers.
  • Comply with the FacturaDirecta service agreement.

4.2. FACTURADIRECTA commitments

  • Maintain the FacturaDirecta technical platform operational in accordance with the service levels established in the service agreement, without prejudice to downtime for maintenance reasons, which will be notified to customers 48 hours in advance through: the FacturaDirecta website (www.facturadirecta.com), the special notifications area within the FacturaDirecta application itself, social networks where FacturaDirecta is present.
  • Maintain and guarantee data protection and confidentiality of customers in accordance with current legislation and the conditions established in the privacy policy.
  • Provide reasonable technical support through email info@facturadirecta.com and the platform’s own chat.
  • Offer end-user support under the same conditions offered to all users of the FacturaDirecta platform

5. Warranties and liabilities

FACTURADIRECTA guarantees to the PARTNER and end users the operation of the FacturaDirecta system in accordance with the conditions of use specified in the Service Agreement. In case of any breakdown or defect, the PARTNER and/or end users must contact FACTURADIRECTA through the online support service (by email info@facturadirecta.com or through the platform’s chat).

Within what is permitted by mandatory regulations, FACTURADIRECTA will not be liable to the PARTNER for any indirect damage or loss (loss of profits) that it may suffer (or that an end user may suffer) as a consequence of compliance with this agreement and the use of the FacturaDirecta system. In any case, FACTURADIRECTA limits its liability under this agreement to the PARTNER to the total amount invoiced to the PARTNER in the month in which the event giving rise to liability occurs.

6. Confidentiality

Both parties commit to respect the confidential nature of the information exchanged in connection with this Contract and not to disclose it or make it available to third parties, without having obtained prior written consent from the other party, unless required by a court or other supervisory authority. Likewise, both parties commit to adopt those precautions to preserve the secret nature of the other party’s confidential information as they habitually adopt for their own Confidential Information.

The restrictions of the previous point will not apply to that widely known information that is either explicitly free of confidentiality or is public knowledge or is subject to a judicial or governmental requirement of force majeure. The obligations described in this point will extend beyond the termination of this Contract.

Both parties will have the right to publish, or use the name of the other party and brief information about their business relationship, including the inclusion of the other party’s name in commercial listings for advertising or promotional purposes, unless the other party explicitly requests its prohibition in writing.

7. Duration and termination

The validity period of this agreement is one year from the activation of the Partner account. At the end of the validity period, the agreement will be automatically renewed for a duration period equal to the previous validity period. Both parties agree that they may, unilaterally, at any time and for any reason, decide not to continue with the automatic renewal of the agreement once the current validity period of the agreement has ended.

This contract will be terminated by mutual resolution of the parties or by written notification by one party to the other with three months’ notice. Both parties agree that just causes for unilateral termination of the contract constitute the continued and material breach by the other party, not remedied within ten days, of any of the clauses agreed therein, or technical inadequacy to fulfill the obligations arising from this agreement.

Likewise, in the event that the PARTNER does not maintain accounts with active subscriptions for a continuous period of 12 consecutive months, FACTURADIRECTA will automatically proceed not to renew the Partner account at the end of the current validity period. In such case, if the PARTNER wishes to re-enter the Partner Program in the future, they must initiate the application process again in accordance with the procedure established by FACTURADIRECTA at each moment.

8. Transition in case of non-renewal

In the event that either party decides not to renew this agreement in accordance with the provisions of clause 7, the following conditions will apply:

  • Client companies that are already active under the PARTNER’s management on the FacturaDirecta platform will continue to operate under their profile, and the economic and technical conditions applicable in this contract will remain in force.
  • The PARTNER may continue to manage these pre-existing accounts as long as they keep payments up to date, under the same general conditions as the rest of FacturaDirecta users, including volume discounts applicable to those accounts.
  • However, once the validity period of the agreement has ended, the PARTNER may not register new companies or contract new accounts through their partner profile, except with express authorization from FACTURADIRECTA.

9. Non-payment and treatment of active accounts

In case of total or partial non-payment by the PARTNER and after 30 calendar days from the date of reliable communication of the existing debt without the situation having been regularized, FACTURADIRECTA may:

  • Temporarily suspend the PARTNER’s access to their management environment.
  • Revert active accounts to the free plan (if one exists).
  • Offer the end customer the possibility of contracting their plan directly with FACTURADIRECTA without PARTNER intermediation, guaranteeing service continuity.

10. Assignment and publicity

This contract may not be assigned to third parties without express written authorization from the other party.

FACTURADIRECTA may mention the PARTNER as part of its partner network, unless otherwise indicated in writing.

The PARTNER may mention FACTURADIRECTA as part of its supplier network, unless otherwise indicated in writing.

11. Other

The relationship between the parties is exclusively commercial in nature, there being no employment relationship between one party and the other’s personnel.

The parties commit to collaborate closely in the performance of the service, so that it can be successfully completed to the satisfaction of both contractors.

This contract and the obligations arising from it cannot be assigned to a third party, except with express written consent from the counterparty.

12. Applicable law and jurisdiction

This agreement is subject to Spanish law. For all actions and claims that may arise in the interpretation or compliance of this contract, or of some or all of its conditions and of the relationships regulated by it, the parties submit to the competence and jurisdiction of the Courts of Barcelona, committing from now to comply with the sentence.

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