General Conditions

These General Conditions will govern the provision of services between ARDE, clients and suppliers.

1. Agreement for the provision of advertising services

The purpose of this contract is the provision of advertising services by Arde Marketing, S.L (hereinafter «ARDE») through all its brands (ARDE and ARDE (RED)) according to the instructions given by the CLIENT for such purposes. . This contract will enter into force at the time of signing the corresponding order form (IO), which will imply full acceptance by the CLIENT of the terms and conditions included in this document.

The CLIENT may give verbal or written instructions to ARDE so that it provides the services included in a Sales Order (hereinafter «OV») to any company of the CLIENT’s group of companies.

Likewise, the CLIENT may give any type of instruction to ARDE in relation to an IO, whether verbal or written, such as, by way of example and in no way limiting, extending the term of an OV, including new services in a OV, increase the unit or global price of the services included in an OV, etc.

In any case, for said instructions to be binding on ARDE, the latter will have to reliably accept the instructions given by the CLIENT.

2. Place of provision of services

The services carried out by ARDE are considered to be provided at the ARDE headquarters, regardless of the CLIENT’s nationality or the origin of the income generated by the provision of advertising services.

3. Billing and payment

The invoice must be issued in accordance with the provisions of the OV.

In the event that the CLIENT has given instructions for the provision of services in favor of companies in its group, the invoice will be issued by the company that has received the services in accordance with the CLIENT’s instructions in accordance with the above.

The payment conditions will be those established in the corresponding IO. Failure to comply with the payment conditions will be penalized with interest of 10% per year.

The invoices will be issued based on the reports issued by ARDE. Any discrepancy in billing of less than 10% must be paid to ARDE by the CLIENT. In the event that the discrepancy exceeds that percentage, both parties must reach an agreement in writing.

The CLIENT agrees that once the numbers have been confirmed between both parties there can be no subsequent claim and the invoice will have to be paid. All requests sent by the CLIENT will have to be paid, since the CLIENT is responsible for validating these requests.

4. Claim for fraud

In the event that the CLIENT is certain that there has been fraudulent traffic, the CLIENT must notify ARDE within fifteen days of receiving the invoice, providing sufficient proof of fraud. Otherwise, the shipments will be considered as valid and therefore must be paid in full.

The lack of timely notification by the CLIENT will be understood as a waiver of his right to claim for fraud.

5. Duration of the contract

The period of the contract will be that established in the corresponding OV, which may be renewed according to the instructions given by the CLIENT in accordance with what is indicated in the first clause above, by issuing a new Sales Order or by renewing the OV. current.

6. Amount of the contract

The initial price of the contract will be the one established in the IO, without prejudice to the possibility of increasing, either by verbal or written agreement, the aforementioned price in accordance with the provisions of this contract. The price indicated in the OV will be net.

7. Data protection.

The data processed to develop the contractual relationship that unites both parties will be included in the data files owned by each party, these being the only recipients of the data. The purpose for which the data is processed is to administer the terms established in these Conditions. The data collected is essential for the establishment and further development of such a relationship.

Each party acknowledges that the owners of said data have the right to exercise their rights of access, rectification, deletion, restriction, opposition to the processing and portability of the data before the registered office of the parties to these Conditions.

In accordance with Regulation 2016/679 on data protection («RGPD») for the execution of the services contracted by CLIENTS, as Data Controllers, CLIENTS authorize ARDE to install and develop its technology on a website that is owned by the partner or bound by a valid contract.

The CLIENT assures that he has obtained prior authorization from the owner of the website to subcontract the installation of technology on his website with ARDE, and that he has published all the legal notices necessary to comply with the current data protection legislative framework.
To provide the services, ARDE, as data processor, will access and process, on behalf of the CLIENT, the personal data necessary to: (i) effectively provide the service and (ii) effectively create and implement ad hoc developed measures that follow the analysis of information made by the CLIENT.

The CLIENT assures that he will inform users that the services provided by ARDE will collect personal data through:
– Identification for Advertisers (IDFA) IDFA: it is a device identification specific to Apple iOS for advertising. The IDFA is a random identifier assigned to an individual device and is used to deliver personalized ads. This ID is generated for mobile applications, whereas if you are browsing in a web browser via a mobile device, a browser cookie will be used (see “Cookies”). IDFA can be revised or reset by the user.
– Google Play ID/GAID/AAID: The AAID is the Android version of the unique advertiser identifier with similar functionality and capabilities.
– IP Address a unique set of numbers that identifies a device’s location on a network.

ARDE ensures that the information collected is treated with the utmost confidentiality, since ARDE has adopted the necessary technical and organizational methods and measures to guarantee the security of personal information, avoiding alteration, loss, treatment or unauthorized access to it.

The CLIENT undertakes to comply with the following obligations: (i) ensure that it has adequately adapted all its data processes and company structure to the requirements imposed by Regulation (EU) 2016/679, and that it fully complies with the legislative framework; (ii) Incur full responsibility for the accuracy, quality and legality of personal data, as well as for complaints related to the collection of data from the person in charge of the treatment. As such, the CLIENT agrees not to send any personal data to ARDE that is not necessary for established purposes; (iii) Immediately notify the person in charge of the treatment in case of any deviation from these Conditions and its clauses, and incur full responsibility for the costs and legal responsibilities that arise from the actions of the CLIENT; (iv) Supervise the processing, including carrying out inspections and audits.

The CLIENT authorizes ARDE to contract subcontractors that provide services related to the contracted services. Said subcontractors may not be hired directly by the CLIENT during the commercial relationship between ARDE and the CLIENT without written authorization from ARDE.

ARDE is committed to the following:
– Process the personal data received from the CLIENT solely for the following purposes: (i) provide the services; (ii) Follow the instructions that the CLIENT deems reasonable and necessary, as long as they also comply with the terms of this Contract.
– Treat personal data with confidentiality and take mitigation measures to prevent breaches of confidentiality, including restricting access to any employee who is not related in any way to the personal data received.
– Notify the CLIENT of any request for the rights of the interested party that it receives from the user of the website. By Rights of data subjects, we understand (i) Right of access; (ii) Right of rectification; (iii) Right to limit processing; (iv) Right of deletion; (v) Right to data portability; (vi) Right to oppose the treatment; and (vii) not be

8. CUSTOMER’s responsibility

The client guarantees that the content of the advertising object of the services of this contract and/or of the OV, is not illegal, fraudulent or contrary to morality or public order.

The client is responsible for any damage caused to users, editors or publicists, ARDE or any other third party, as a result of non-observance of the guarantees or obligations to which it is submitted by virtue of this agreement and/or the IO. The client expressly agrees to indemnify and hold ARDE harmless from any type of liability for any damage that may arise as a result of the foregoing.

9. ARDE’s responsibility

ARDE will be solely and exclusively responsible for damages directly caused to the client (excluding indirect damages and lost profits) due to ARDE’s direct fault or negligence in providing the services covered by this contract, but it will never be considered

The parties expressly agree to limit the total liability of ARDE in relation to this contract to the amount to be paid by the client that is included in the OV.

ARDE will not be in any way responsible for the total or partial suspension, without prior notice, of the services covered by this contract due to technical problems or force majeure.

10. Language, applicable law and competent jurisdiction

This agreement will be governed and interpreted in accordance with the civil and commercial laws of Spain. The parties, expressly waiving any jurisdiction that may correspond to them, agree to submit any dispute that may arise in relation to this contract or other agreements related to it to the Courts of the city of Vigo.

11. Business ethics

Ethical conduct, integrity and honesty are fundamental values of the Arkana Group Business Units that make up the ARKANA Group of which ARDE MARKETING, S.L. is part of and we expect the same adherence to these standards by our Third Parties (suppliers and customers).
This Code establishes the minimum standards of conduct for our Third Parties and is intended to clarify their responsibilities throughout the contractual relationship with any of the Business Units of the Arkana Group.

Our Third Parties must be ethical, responsible and fully comply with all applicable laws and regulations, as well as with this Code of Conduct.

Honesty and rectitude.
From the first moment and on all occasions, try to always do the right thing in accordance with the Ethical Principles of the ARKANA group.
Be honest and trustworthy, always acting frankly and sincerely, both in professional and personal matters.
Comply with the work, whatever the category, respecting both the letter and the spirit of the laws and regulations applicable to each case.
Not just do what is legal, but what is right.
Strive to exceed the expectations of customers, colleagues and the general public.
Prevent any ambition from clouding professional and ethical responsibilities.

Confidentiality.
As a general rule, it should be considered that any information obtained as a result of the professional relationship is of a confidential nature, having to scrupulously avoid revealing said information, personal or commercial, in public or informal conversations with third parties.

In the event that there are external requests for information (for example, from the media or regulators), these must be channeled through the corresponding areas of the ARKANA group so that they can be processed. This also includes legal requirements, industry publications, etc. In short, not everyone should answer every question. It is ARKANA’s policy to respond, through the appropriate means, to all external requests for information honestly and truthfully, always respecting the duties of confidentiality.
All contacts with Public Administrations and regulators must be carried out through the appropriate channels for this purpose.
Maintain confidentiality in social networks, both in projects and clients, in the type of work, etc.

Interest conflict.
Make all decisions without being influenced by factors outside professional judgment, always making sure to maintain and give an image of impartiality.
Prevent personal interests from prevailing over those of the group.
Act legally and ethically in the event of any conflict of interest.

Intellectual and industrial property.
Always and at all times ensure respect for the rights of third parties, among others, in relation to the technologies used, compositions, data, ideas, improvements, layout plans, images, videos, etc.
All professionals of the ARKANA group and the companies that work or for which the group works must respect and preserve the intellectual and industrial property rights, both their own and those of third parties.

Independence.
All of the firm’s professionals must act towards their clients with absolute objectivity and independent judgment, avoiding any risk that could reduce the quality of the service provided.
Avoid those situations that due to family or similar ties may give rise to conflicts of interest in accordance with the policies of the ARKANA group.

Confidential information.
Preserve the confidentiality of the information obtained during the services provided, treating it with special responsibility, control and protection.
It is strictly forbidden to share confidential or restricted information with anyone outside your organization, even with client employees or ARKANA group professionals who do not have access to it, except for legal or professional reasons, or because you have written consent to do so. .
In any circumstance, the proprietary information of a client or of the firm, whether confidential or not, obtained through the work in the ARKANA group, cannot be used for the personal benefit or that of third parties.

Diligence and professional competence.
Respect and comply with the standards and customs of the profession in the provision of services, and permanently strive to improve their quality.
Being diligent in managing commitments with clients, covering their needs with the appropriate professional team, with the necessary technical level and training.

Acceptance of gifts.
As a general rule, gifts or gifts, including cash, should not be given or accepted to acquire new customers or contract suppliers. ARKANA bases its competitiveness in the market solely on the quality of the services it provides.

However, the policy of the ARKANA group in this regard accepts the possibility of giving or receiving gifts, as long as these are within reason, and their value cannot be considered excessively high, luxurious or exaggerated.

Acceptable gifts include:
– Common small gifts among professionals, mainly of symbolic value and promotional nature (pens, diaries, etc.).
– Invitations to professional meetings, congresses or conferences, whose cost is moderate (for example, courses and business lunches).

In case of doubt, consult the Ethics Committee or existing internal regulations.

ARKANA does not allow the use of gifts, for or by members of the group:
– That improperly influence the commercial relations of the company or that create obligations with clients, suppliers or allies.
– That are contrary to laws, regulations or professional standards.
– That may imply a reduction in the ability to act with objectivity and independent criteria.

No professional, nor any family member or friend, may use their work in the ARKANA group to solicit cash, gifts or free services from any client, supplier or any other person or company, for their personal benefit or that of a third party.