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.
The Partner account from which the clients’ FacturaDirecta accounts are managed is free of charge; the PARTNER only pays for the subscriptions of their associated accounts as provided in this agreement. The Partner account is a management environment and does not include the use of the FacturaDirecta service for the PARTNER’s own activity: if the PARTNER wishes to use FacturaDirecta for their own company, that account will be contracted and invoiced as one more associated account, with the volume discounts that apply.
The use of the FacturaDirecta service by the client companies is governed by the General Service Agreement of FacturaDirecta, which the PARTNER undertakes to bring to the attention of each client company.
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
FACTURADIRECTA may apply volume discounts to the PARTNER based on the number of active accounts at the end of the previous month, in accordance with the particular conditions agreed with the PARTNER in their Partner Program contract. For information purposes, the general conditions of the program in force at any given time are published at https://www.facturadirecta.com/partner.
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.
2.4. PARTNER’s place of establishment and applicable taxation
The PARTNER may be established in Spain or abroad. The taxes applicable to the monthly invoice will be determined according to the PARTNER’s status as a taxable person established in Spain, in another Member State of the European Union or outside the European Union, in accordance with the regulations in force at any given time. The PARTNER undertakes to provide FACTURADIRECTA with the tax details required for this purpose (including, where applicable, their VAT identification number) and to keep them up to date. Prices are expressed and invoiced in euros.
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 a returned direct debit, FACTURADIRECTA may charge the PARTNER a return processing surcharge equivalent to 5% of the returned amount (minimum €15 + VAT) and may require the outstanding amount to be paid with a credit or debit card. The consequences of non-payment are governed by clause 9.
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.
If the PARTNER does not maintain any account with an active subscription for a continuous period of 12 consecutive months, the Partner account will be deactivated automatically upon expiry of that period, regardless of the current validity period. Deactivation prevents registering new accounts and contracting new subscriptions, and does not affect the existing company accounts. If the PARTNER wishes to reactivate their account, they must request it from FACTURADIRECTA, which may make reactivation conditional on a new application process.
8. Transition and continuity of associated accounts
The rules of this clause apply in any case of termination of this agreement or of the Partner account: non-renewal in accordance with clause 7, termination with notice, termination for breach or deactivation due to inactivity.
- Client companies already associated with the PARTNER will keep their plan and their service until the end of the period already invoiced to the PARTNER or already provided, under the economic and technical conditions of this agreement.
- 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 the volume discounts applicable to those accounts.
- The PARTNER may not register new companies or contract new subscriptions through their partner profile, except with express authorization from FACTURADIRECTA.
Regardless of the above, any client company may at any time request to contract its subscription directly with FACTURADIRECTA, without PARTNER intermediation. The PARTNER will reasonably cooperate with such a request and will not make it conditional. FACTURADIRECTA will inform the PARTNER of the change, which will take effect at the end of the period already invoiced to the PARTNER or, if the PARTNER is in a situation of non-payment, immediately.
9. Non-payment
If the collection of a PARTNER invoice is not completed, FACTURADIRECTA will notify the PARTNER at the notification address of the Partner account and will retry the collection with the indicated payment method. That notification will be considered reliable communication of the debt for the purposes of this clause.
After 30 calendar days from that notification without the debt having been settled, FACTURADIRECTA may:
- Suspend the PARTNER’s access to their management environment, while keeping their access to their invoices and payment method in order to settle the debt.
- Stop renewing the subscriptions of the associated companies, which will keep their service until the end of the period already invoiced to the PARTNER or already provided and will then move to the free plan.
- Offer each client company the possibility of contracting their plan directly with FACTURADIRECTA, without PARTNER intermediation, guaranteeing service continuity.
Once the debt is settled, FACTURADIRECTA will restore the PARTNER’s access and the renewals of the companies that remain associated.
After 60 additional calendar days without settlement, the non-payment will be considered a material breach for the purposes of clause 7 and FACTURADIRECTA may terminate the agreement, deactivate the Partner account and unlink the remaining associated companies, which will then manage their subscription by themselves in accordance with the General Service Agreement.
None of the above measures extinguishes or reduces the PARTNER’s debt for the services already provided.
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.
The parties accept email as a valid means of notification, addressed, in the case of the PARTNER, to the contact address indicated in their Partner account and, in the case of FACTURADIRECTA, to info@facturadirecta.com. Notifications will be deemed received on the day they are sent. The PARTNER undertakes to keep that contact address up to date.
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.