1.1. Adserver (publicity server): refers to a tool that allows toschedule and display advertising on the Publisher’s website(s).
1.2. Agency: refers to the entity that contracts with Adsviu for the publication of Advertiser’s Advertising Material.
1.3. Advertiser: refers to the company that wishes to advertise its products on the Publishers’ Websites and that owns the Advertising Material that will be displayed on those sites.
1.4. Advertising Campaign or Campaign: refers to a specific advertising action consisting of displaying the Advertising Material on the Publishers’ Websites, the details of which are agreed upon between the Parties under a Purchase Order.
1.5. Publisher(s): refers to the companies that control one or more Websites and offer Advertising Spaces on their Site(s) where the Advertising Material will be displayed.
1.6. Advertising Spaces: refers to the spaces displayed on the Publisher’s Website(s), mainly images and videos, where the Advertising Material will be placed in accordance with applicable laws, formats, and devices agreed upon by the Parties.
1.7. Applicable Laws: refers to any treaties, statutes, orders, regulations, rules, and/or legal requirements established by courts, regulatory or control authorities, or any other authority.
1.8. Advertising Material: refers to the advertising content of the Advertisers that will be displayed on the Publishers’ Websites.
1.9. Adsviu: refers to NEXTCHANCE ASSETS, S.L., a company established and existing under Spanish law, with registered office at Paseo de la Castellana, 259-D, Floor 43 South, Torre Espacio Building, 28046 – Madrid (Spain), VAT number B86079407, registered in the Commercial Register of Madrid.
1.10. Services: refers to the digital advertising services offered by Adsviu to the Client based on Adsviu Technology.
1.11. Website(s): refers to the website(s) owned by the Publisher where the Advertising Material will be displayed, in accordance with the agreement between the Parties in the Purchase Order.
1.12. Adsviu Technology: refers to the tool developed by Adsviu based on artificial intelligence that allows contextual online advertising.
2.1. These General Terms and Conditions of Contract (“the Conditions”) and the Purchase Orders (as defined below) (collectively, the “Agreement”) are intended to set out the terms and conditions applicable to the Services offered by Adsviu. The provisions contained in these Conditions shall govern the relationship between Adsviu and the Agency or Advertiser (either of them, hereinafter the “Client”), contracting with Adsviu.
2.2. The relationship between the Parties shall also be governed, if the parties have signed them, by the purchase order(s) eventually signed by the Parties to formalize the provision of the Services (hereinafter, the “Purchase Order(s)”), which are incorporated into these Conditions by reference.
2.3. The Purchase Orders will establish the specific details of the Campaigs that are requested by the Client.
2.4. In the event of any contradiction between these Conditions and the provisions of the Purchase Order, the provisions of the Purchase Order shall prevail.
3.1. The Client shall provide clear instructions to Adsviu regarding its requirements for the Services to be included in the Purchase Order. The Client shall immediately inform Adsviu if it considers that the Services are inadequate or do not comply with this Agreement or the applicable Purchase Order.
3.2. The Client shall provide Asdviu promptly and free of charge with any Advertising Material of the Client (or a third-party Advertiser in the case of an Agency client) necessary to provide the Services.
3.3. The Client shall ensure that it has all rights and licenses to allow the use of all the Advertising Materials of the Client by Adsviu in accordance with these Conditions and the applicable Purchase Order.
3.4. Adsviu shall provide the Client with clear instructions regarding the Client’s Advertising Materials that Adsviu requires to perform the Services.
3.5. Adsviu shall:
i. apply the necessary time, attention, skill, and reasonable care to properly perform and provide the Services;
ii. use industry tools and data for the provision of the Services that are generally accepted as suitable for protecting the Client’s best interests and providing a higher quality Service.
iii. comply with all Applicable Laws in relation to the performance of the Services;
iv. comply with all reasonable instructions regarding the Services communicated by the Client from time to time;
v. keep the Client’s Advertising Materials and Client data in its possession or control secure.
4.1. The Parties agree that Adsviu shall be entitled to the amounts indicated in the Purchase Order for the provision of the Services under these Conditions, subject to the taxes and deductions legally applicable to those amounts.
4.2. Adsviu shall calculate the amounts to be invoiced monthly using the information extracted from the Adserver used by Adsviu. In the event that the Client’s data differs from the data extracted from Adsviu’s Adserver, the information extracted from Adsviu’s Adserver will prevail.
The parties acknowledge that various factors may result in discrepancies between the numbers reported by Adsviu and the numbers reported by the Client or by third parties for the same type of events, due to, without limitation, different counting methodologies, fraud filtering, or poor internet connection.
The parties undertake to make all reasonable efforts to keep discrepancies to a minimum and to cooperate in good faith to reduce discrepancies below 5% (five percent).
However, in the event that there is a difference of up to a maximum of 10% between the information extracted from the Adserver used by Adsviu and the data reported by the Client, Adsviu may accept as a means of reconciliation to assume such difference and add it, up to a maximum of 5%, to the data extracted from its Adserver.
4.3. If the Client disagrees with the amount invoiced by Adsviu, the Client must notify Adsviu in writing within five (5) days after receipt of the invoice, specifying the reason for the disagreement. Once the notification has been received and have been examined it, Adsviu will: (i) duly justify the amount invoiced, or (ii) if Adsviu determines, as a consequence of the Client’s notification, that the calculations were incorrect, proceed to adjust the amount and issue a new invoice. In any case, the Parties agree to cooperate in good faith to resolve any discrepancies arising in the calculation of the amount to be paid by the Client. Under no circumstances, unless expressly agreed in writing by the Parties, will the notification of discrepancies by the Client entitle it to fail to comply with its payment obligations within the time limits specified in clause 4.4.
4.4. Adsviu will issue a monthly invoice between the first (1st) and fifth (5th) days of each month for the amount accrued during the immediately preceding month. The Client will pay the invoice within a maximum period of thirty (30) days from the date of receipt of the invoice, by bank transfer to the account designated by Adsviu in the corresponding invoice.
4.5. All payments made under these Conditions shall be issued in the currency indicated in the Purchase Order and/or Quotation.
5.1. Each of the Parties acknowledges the ownership of the other Party or any other third party with respect to all intellectual and industrial property rights, as well as other similar rights over trademarks, logos, trade names, sound contents, audiovisuals, signals, distinctive signs, and any other element, creation, invention, or sign owned by them. In particular, the Client acknowledges the ownership of Adsviu and, where applicable, any other third party on Adsviu Technology.
5.2. The Client grants Adsviu a non-exclusive, non-sublicensable, unlimited territorial, and limited temporal license for the reproduction, public communication, and transformation of the Advertising Material, for the purpose of carrying out the Services which are under the Agreement with Adsviu.
5.3. The Client authorizes Adsviu to use the Advertising Material of the Campaign for the purpose of promoting its services and activities. In particular, the Client authorizes Adsviu to use and include in its presentations, professional portfolios, website, and/or social media platforms, images, screenshots, and/or video captures that partially or fully display the Advertising Material. The authorizations and/or assignments contained in this clause 5.3 are made worldwide and for the maximum period permitted by applicable law.
5.4. Likewise, the Client authorizes Adsviu to use the Client’s name, logo, trade name, and/or registered trademarks to create marketing tools presenting the results of the Campaign, as well as to publish them in its presentations, professional portfolios, website, or social platforms, showcasing the Services provided in relation to the Client as a “success story.” In the case of an Agency client, the Client authorizes, under the same terms, the use of the mentioned distinctive elements owned by the Advertiser. The authorizations and/or assignments contained in this clause 5.4 are made worldwide and for the maximum period permitted by applicable legislation.
5.5. Likewise, both during the Campaign and after its completion, the Client authorizes Adsviu to use the trademarks and other distinctive signs owned by the other Party in its presentations and display of professional portfolios, as well as on its website or social platforms, allowing Adsviu to mention the Client as one of its clients. In the case of an Agency client, the Client authorizes, under the same terms, Adsviu to use the mentioned distinctive elements owned by the Advertiser. In the case of an Agency client, the Client authorizes, under the same terms, the use of the mentioned distinctive elements owned by the Advertiser. The authorizations and/or assignments contained in this clause 5.5 are made worldwide and for the maximum period permitted by applicable legislation.
5.6. The Client declares to be the owner of all exploitation rights over the Advertising Material or, where applicable, to have the authorizations, permits, and licenses necessary to carry out the transfers contemplated in these Conditions.
5.7. In the event that the Services include the granting of a license to use the Adsviu Technology, such license shall be deemed non-exclusive, non-sublicensable to third parties, limited territorially to the territories established in these Conditions or in any other documents agreed upon by the Parties, and limited temporally to the duration of the Agreement between the Parties, revoking it upon termination, for any reason, thereof. Said license shall also be limited to the uses, number of users, and maintenance conditions agreed upon by the Parties.
5.8. The Client acknowledges Adsviu’s ownership of the undisclosed information and know-how used by Adsviu in the provision of the Services under these Conditions, which belong exclusively to Adsviu. The Client undertakes to maintain strict confidentiality regarding such information in accordance with these Conditions. The Client shall refrain from using, duplicating, sharing, or disclosing such information, orally or in writing or in any other way, without the express prior written authorization of a person duly authorized by Adsviu. Furthermore, the Client undertakes not to exploit, either by itself or through the intervention of third parties, without express authorization from Adsviu, the ideas, strategies, or knowledge developed and/or created by Adsviu under these Conditions that have not been implemented or put into practice by Adsviu.
5.9. The Parties expressly acknowledge that, beyond what is provided in these Conditions, they shall not acquire any rights over the trademarks, logos, and denominations owned by the other Party, but only the right to use them for the purposes and under the conditions set forth in these Conditions. Except as expressly provided in these Conditions, each Party shall retain exclusive ownership, without the possibility of assignment, of all intellectual and industrial property rights that belong to them.
6.1. These Conditions shall remain in force as long as there is an active Campaign under a specific Purchase Order signed between the Parties.
6.2. In addition to the legally provided causes, the Client may terminate this Agreement at any time, requesting the cancellation of ongoing Campaigns through written communication to Adsviu with a minimum notice of thirty (30) calendar days. In any case, the Client shall pay the full amounts accrued until to the termination date.
6.3. The Client acknowledges that, after the termination date, Adsviu will need two (2) business days to carry out all the necessary procedures to disactivate all ongoing Campaigns.
7.1. Both Parties mutually commit to keep confidential any information (texts, images, information, etc.) communicated by any means within the scope of this Agreement or during negotiations, related to the other Party’s activity, including, but not limited to:
7.2. In particular, all the know-how or know-how resulting from the execution of the Services will be considered as confidential information (hereinafter referred to as “Confidential Information”). For the purposes of these Conditions, Confidential Information includes, without limitation, all aspects derived from the provision of the Services that allow Adsviu and/or its Clients and commercial partners to obtain competitive advantages in the market and have an industrial, business, technological, and/or commercial nature. In particular, Confidential Information will include any aspects related to these Conditions, the patented or patentable technological developments or improvements of Adsviu, assessments of the technical and commercial viability of the Services under these Conditions, aspects related to the exploitation of any project by Adsviu (including the project’s background), knowledge acquired for the usefulness and application of Adsviu Technology, and the provision of the Services acquired through Adsviu’s previous experience and/or during the provision of the Services for the Client.
7.3. The Party to whom such Confidential Information has been provided or who has had access to it shall be obliged to: i) guard and safeguard it against any unauthorized disclosure or access by third parties, ii) not disclose it or provide it to third parties without the express written authorization of the other Party, and iii) maintain absolute confidentiality regarding such information.
7.4. The obligations mentioned in this clause shall remain in force after the expiration of the Agreement for the maximum period permitted by applicable legislation. In the case of information that may be considered “business secrets” under applicable legislation, the confidentiality obligation shall remain in force indefinitely.
7.5. Notwithstanding the provisions of this clause, the Parties agree that the following information shall not be considered Confidential Information and, therefore, may be used by Adsviu with the limitations set forth in these Conditions:
a) Information about the Campaign, including, among others: territories and contents used, main categories and keywords, displayed ads, formats, etc.
8.1. Adsviu and the Client represent and warrant that: (i) they have full capacity and authority to enter into the Agreement; (ii) the fulfillment of these Conditions will not breach the terms of any other agreement to which they are a party; (iii) the fulfillment of the obligations under these Conditions will comply with all applicable regulations, including advertising, privacy, and anticompetitive or unfair practices regulations; and (iv) they will comply with their obligations in accordance with the terms of these Conditions and in accordance with the highest industry quality standards.
8.2. The Client warrants that all Advertising Material complies with applicable legislation, including, but not limited to, directives and regulations regarding trademarks, intellectual property, copyright, image rights, data protection, and the right to honor and personal and family privacy. Furthermore, the Client guarantees that it will not provide Advertising Material for inclusion in the Publishers’ Advertising Spaces that contains, promotes, or links to content that may be contrary to morals and public order, such as, among others, violent, pornographic, homophobic, xenophobic, obscene, discriminatory, defamatory, or sexually explicit content. The Client shall also ensure that the Advertising Material does not contain elements that may transmit, install, or publish viruses, malicious code, or any other type of harmful program or file.
8.3. Adsviu shall not be liable for any claims relating to the Advertising Material provided by the Client for inclusion in the Publishers’ Advertising Spaces. In this regard, the Client acknowledges that it is solely responsible for any claims received by Adsviu from Publishers or any other third parties alleging that the content or form of the Advertising Material infringes a right or regulation or causes harm or damage.
8.4. Adsviu undertakes to make all commercially reasonable efforts to ensure that the content of the Websites where the Materials are displayed are not contrary to morals and public order, nor does it contain violent, pornographic, homophobic, xenophobic, obscene, discriminatory, defamatory, or sexually explicit elements.
8.5. The Parties shall not be liable for any delay or omission in publication or any errors in ad insertion, except in cases of gross negligence on the part of either Party.
8.6. In no event shall the Parties be liable for indirect, consequential, incidental, punitive, and/or any other category of special damages, loss of profits, or damages that may arise as a result of any breach of these Conditions and/or due to Force Majeure. Force Majeure or fortuitous event shall be considered, without limitation, any delay, failure, suspension, or interruption of the Services as a result of energy restrictions, telecommunication or Internet network blocking, actions or omissions of third parties, telecommunication operators or service companies, supply or transportation, epidemics, pandemics or natural disasters, wars, riots, strikes, civil unrest, terrorist acts, unforeseen acts, fires, explosions, or any actions of the authorities or any other causes or circumstances beyond the control of Adsviu that prevent the normal provision of the contracted Services.
8.7. Failure to comply with any of the above warranties shall entitle the non-breaching party to recover from the breaching party any amount that may have been unduly assumed, including any possible administrative or judicial penalties.
8.8. In any case, the maximum liability that may be incurred by Adsviu to the Client or to third parties for any cause arising from these Conditions shall be limited to the amount of the consideration actually paid by the Client for the provision of the Services corresponding to the specific Advertising Campaign that gave rise to the liability claim.
8.9. The warranties set forth above shall not apply to the extent that there is misuse of the Service and/or Adsviu Technology, accidents, modification, inadequate physical or operational environment, or different from that specified, inadequate maintenance carried out by the Client or a third party, or breakdowns or damages caused by a product for which Adsviu is not responsible.
8.10. THE WARRANTIES SET OUT IN THESE CONDITIONS ARE THE ONLY WARRANTIES OFFERED BY ADSVIU. IN PARTICULAR, ADSVIU DOES NOT WARRANT THE COST EFFECTIVENESS, RELIABILITY, AVAILABILITY, OR SUITABILITY OF THE SERVICES TO MEET THE CLIENT’S EXPECTATIONS. ADSVIU PROVIDES THE SERVICES “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LEGISLATION, ADSVIU EXCLUDES ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTIES. ADSVIU EXPRESSLY DISCLAIMS THE EXISTENCE OF WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8.11. In the event that applicable law does not allow the limitation or exclusion of certain damages under the terms set forth herein, Adsviu’s liability shall be limited to the maximum extent permitted by applicable legislation.
9.1. The Client may request Adsviu to cancel, suspend, or modify any Purchase Order or part thereof. Adsviu shall use its best efforts to comply with such request, provided it can do so within its contractual obligations with the third parties involved in the provision of the Services, such as SSP, DSP, Ad Server, technical service providers, etc.
9.2. In the event of such cancellation, suspension, or modification, the Client shall pay Adsviu all amounts accrued up to the date of cancellation, suspension, or modification, together with any costs of third parties incurred by Adsviu or to which it has committed, as well as any charges or other costs imposed on Adsviu by third parties (including Publishers) arising from the cancellation, suspension, or modification.
9.3. For the purposes of this clause, costs of third parties shall include, but not be limited to, penalties that are contractually or legally applicable to Adsviu by a third party as a result of the cancellation, suspension, or modification of the Purchase Order or part thereof.
9.4. Notwithstanding the foregoing, Adsviu will use commercially reasonable efforts to mitigate such costs of third parties whenever possible.
9.5. When the cancellation, suspension, or modification is expected to result in costs of third parties, Adsviu will inform the Client so that the Client can decide whether to proceed with the cancellation, suspension, or modification, despite the existence of such costs.
10.1. In compliance with current legislation, the Client is informed that personal data will be processed for the purpose of managing the commercial and/or contractual relationship, and its processing is based on the existence of said relationship. The data provided will be kept for as long as this relationship is maintained or for the time necessary to comply with applicable legal obligations. The data will not be transferred to third parties unless there is a legal obligation, it is necessary for the provision of the Services, or there is another legal basis that justifies such transfer. For the proper provision of the Services, Adsviu may occasionally need to share the Client’s personal data with providers who may not be located within the European Union territory. However, Adsviu will ensure that these providers offer adequate guarantees of compliance with the European Privacy Regulations (GDPR), as well as any other applicable regulations. The data subjects may exercise, to the extent applicable, their rights of access, rectification, erasure, restriction of processing, objection, portability, and to object to individual automated decisions at the address indicated by Adsviu in the header of these Conditions or at the email address firstname.lastname@example.org.
10.2. Likewise, in the event that their rights were violated, data subjects may file a complaint with the Spanish Data Protection Agency (AEPD) or, where appropriate, with the competent regional authority.
10.3. If, as a result of the provision of the Service, Adsviu needs to process personal data, it will do so in accordance with the provisions of Annex I.
11.1. Adsviu may subcontract, in whole or in part, the Services subject to these Conditions when it deems that the intervention of third-party experts in specific matters may result in a better service for the Client, without the Client’s prior authorization.
11.2. In any case, subcontracting that Adsviu may carry out with third parties is solely and exclusively driven by its own interests in providing the Service. Adsviu undertakes to enter into the corresponding agreements with such third parties for the protection of confidential information and the processing of personal data.
11.3. Beyond the provisions of the preceding paragraphs, neither Party may assign the rights and obligations arising under these Conditions to third parties without the prior express written authorization of the other Party. Notwithstanding the foregoing, each Party may assign the rights and obligations arising from these Conditions to any company in its group, provided that the assignee entity can continue to fulfill the obligations set forth in these Conditions. Written notification to the other Party shall be sufficient for this purpose.
12.1. Adsviu reserves the right to modify these Conditions without prior notice. Any modification to these Conditions will be effective upon being published on this website. The continued use of the Services by the Client or the acceptance of payment after the publication of any modification to these Conditions constitutes the Client’s irrevocable acceptance of such additional or different terms.
12.2. These Conditions in no case constitute the establishment of a joint venture or business partnership between the Parties, nor do they constitute an employment relationship between the Parties or their members.
12.3. In the event that any provision of these Conditions is declared invalid, in whole or in part, such invalidity shall not affect the validity of the remaining terms of these Conditions, which shall remain in force without being affected by such declaration of nullity.
13.1. For any matters arising in relation to the interpretation or application of these Conditions and their Incorporated Documents, as well as with respect to matters not covered therein, the current Spanish legislation shall apply.
13.2. The Parties, expressly waiving their own jurisdiction or any other that may correspond to them, for the interpretation or resolution of disputes that may arise between them as a result of these Conditions, and provided that the applicable regulations allow it, expressly submit to the jurisdiction of the Courts and Tribunals of Madrid (Capital).
This version of these Conditions has been published on 20/07/2023.
For the provision of the services detailed in the General Contracting Conditions, Adsviu, as Data Processor (“Processor”), shall access and process on behalf of the Client, who holds the position of Data Controller (“Controller”), personal data for the purpose of carrying out the contracted services.
These figures and their obligations are defined in Regulation 2016/679 of the European Parliament and of the Council of April 27, 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 (“GDPR”) and in Organic Law 3/2018, of December 5, on the Protection of Personal Data and Guarantee of Digital Rights (“LOPDGDD”), laws under which the following Data Processing Agreement (“Data Processing Agreement”) is signed:
Unless expressly instructed otherwise in writing by the Controller to change this situation, the Data Processor may only carry out the following processing activities:
a) Collection (capturing information where personal data exists).
b) Recording (enter or record information in some kind of automated or non-automated system or device for subsequent processing).
c) Organization (arranging and structuring the information to facilitate its processing).
d) Retention (keeping the information for a certain period of time).
e) Extraction (obtaining the information from an original system or device for sending or transferring it to another system or device)
f) Query (searching for data within the system or device where it is registered).
g) Transmission by communication (sending the data to another recipient from its original system or device through electronic means).
h) Disclosure or any other form of making available, comparing, interconnecting, or communicating, (making the information registered in a system or device available to other users or recipients).
i) Deletion (erasing or making the information disappear from the system or device where it is originally registered).
The processing activities will be carried out on the identification data, contact data, and browsing data of the Controller’s users.
The Controller shall:
a) Provide the Processor with the personal data to be processed.
b) Communicate to the Processor any changes in the processing of personal data that may require a change in the applicable security measures.
c) Fulfill the obligations required of it due to its status, in accordance with the current regulations.
d) Supervise the processing and carry out inspections and audits when necessary.
The Processor shall:
a) Process personal data only onder the documented instructions of the Controller.
b) Keep a record of processing activities when legally required to do so.
c) Not transfer personal data to third parties without the prior express consent of the Controller.
d) Inform the Controller when it considers that the instructions contravene the GDPR or LOPDGDD.
e) Make available to the Controller all necessary information to demonstrate compliance with its obligations.
f) Allow and actively cooperate in carrying out audits or inspections, with a maximum frequency of one per year, upon prior notice of at least 30 days, and the costs of which shall be borne by the Controller.
g) To preserve confidentiality, professional secrecy, and the duty to mantain secrecy during the term of the contract and after its termination.
h) To ensure that persons authorized to process personal data undertake, expressly and in writing, to respect confidentiality and to comply with the corresponding security measures, as well as to ensure the necessary training on the protection of personal data of the same.
i) Notify the Controller, through the email address provided for this purpose, without undue delay and in any case no later than within twenty-four (24) hours, of any security breaches of the personal data under its responsibility, along with all relevant information for documenting and reporting the incident.
j) Notify the Controller of any exercise of rights received from data subjects within a maximum period of forty-eight (48) hours, as well as collaborate with the Controller in fulfilling data subject rights and provide the necessary information to respond to them if necessary.
k) The Processor will implement the necessary security measures to ensure compliance with the requirements set forth in Article 32 of the GDPR.
l) Return to the data controller the personal data once the relationship has ended and delete any copy in its possession, except for the period strictly necessary to defend itself in the exclusive case that liabilities could arise from its relationship with the Data Controller.
The Controller generally authorizes the Processor to subcontract third parties for services that involve the processing of personal data.
In any case, and whenever subcontracting takes place, the sub-processor is also obliged to comply with the obligations established in this Data Processing Agreement for the Processor. In the event of non-compliance, the initial Processor shall remain fully liable to the Controller for compliance with the obligations set forth in this document.
The Processor, or sub-processor, shall not transfer personal data to a third country outside the European Union or to an international organization unless it can guarantee that the data will have an adequate or similar level of protection in accordance with the requirements of the GDPR, as well as the guidelines and opinions issued by the European Commission. This location affects not only to the headquarters of the Processor but also the location of each of the physical resources it uses to implement the service, whether directly or subcontracted.
The Processor shall indemnify the Controller for all damages (including fines and penalties imposed by the Spanish Data Protection Agency or other competent authorities) arising from a breach of this Data Processing Agreement by the Processor or any sub-processor.
If the Processor uses the data for purposes other than those stipulated, transfers them, or, in general, breaches the conditions of this agreement, it shall also be considered Data Controller, and shall be personally liable for the breaches that he/she may have incurred in accordance with the applicable legislation at any given time.