Spanish Terms of Service
English version - Last modified: June 21, 2023
Condition of admission of the products
Conditions for the provision of services
Fees, billing and payment
Right of lien
Intellectual property and confidentiality
Applicable legislation and competent jurisdiction
1.1. These General Terms and Conditions (hereinafter, the "GTC") are intended to regulate relations between Bigblue Network SL, with registered office at Calle Serrano, 90, 6ª A, 28006 Madrid (Spain) and with NIF number B67928515 (hereinafter, " Bigblue ") and any professional client who wishes to benefit from the services provided by Bigblue (hereinafter, the " Client ").
1.2. For the purposes of the execution of the Contract for the Provision of Services, the Parties designate as their domicile for the purposes of notifications the addresses of their respective registered offices. Any change of address must be notified to the other Party. All notifications and communications between the Parties shall be made by letter with acknowledgment of receipt or email to the other Party.
1.3. The GTC are applicable from June 21, 2023 (06/21/2023) and replace all those previously published. They may be modified at any time by Bigblue, which must notify the Client fifteen (15) days prior to the entry into force of the new general conditions. The use of the Bigblue Services after the entry into force of said modifications implies the Client's consent to them. Any subsequent modification of the GTC will be subject to these new terms and conditions.
1.4. The GTCs that govern the relationship between Bigblue and the Client are available at the following URL address: https://www.bigblue.co/legal/terms-es
1.5. The acceptance of the GTCs by the Client is an essential and binding condition for the validity of any agreement entered into between Bigblue and the Client. The contrary provisions and, in particular, the general or Special Clauses of the Client will not be binding on Bigblue or applicable to the contractual relationship, unless Bigblue has previously accepted them in writing.
1.6 By signing the Special Clauses, the Client acknowledges having read and unreservedly accepted Bigblue's GTCs.
1.7. The Contract for the Provision of Services is made up of:
- the Special Clauses (and their annexes); and
- the General Conditions (GTC), the updated version of which is available at the following URL: https://www.bigblue.co/legal/terms-es
Capitalized terms used in the GTCs will have the meaning defined below. The terms in capital letters not defined in these GTCs will have the meaning indicated in the Special Clauses.
Any good or item supplied by the Client for the purpose of Bigblue taking care of it in accordance with these GTCs.
a transaction of Product(s) made through a sales channel between the Client and a Recipient.
Reception, storage, collection, packaging, delivery or any other logistics service provided by Bigblue on behalf of the Client.
2.3.1. Reception: the acceptance of the Products by an Associated Warehouse before providing other Services.
2.3.2. Storage: storage of Client's Products in one or more locations of an Associated Warehouse.
2.3.3. Picking : collection of the Products constituting an Order by the Associated Warehouse, at its storage location.
2.3.4. Packaging: packaging of the Products constituting an Order by an Associated Warehouse in one or more Packages entrusted to an Associated Carrier.
2.3.5. Order Preparation : all Picking and Packing operations.
2.3.6. Delivery: delivery of a Package to the Recipient, from the Partner Warehouse and through Bigblue or a Partner Carrier, in accordance with the instructions given by the Client (in particular, the contact details of the Recipient, the postal address and the method of shipment). The different shipping methods and the associated rates are defined in the Special Clauses of the Service Agreement. A Package(s) is considered to have been "Delivered" as soon as Bigblue or the Partner Carrier has electronically confirmed that the Package(s) have been successfully delivered to the Recipient, either in a mailbox, in a secure location, in person or to an authorized person to receive packages on behalf of third parties (including building concierges or front desk agents or neighbors).
2.3.7. Return: control and stowage operation of the Products that constitute a Package returned to an Associated Warehouse after a Delivery (whether the Package has been Delivered or not).
2.3.8. Return shipment: delivery of the Product(s) to an Associated Carrier, destined for an Associated Warehouse, by the Recipient. The different shipping methods and associated rates are defined in the Special Clauses of the Service Agreement.
carriers, warehouses, freight forwarders, couriers, customs brokers and other third parties with whom Bigblue has a business relationship for the provision of the Services.
2.4.1. Associated Carrier: carrier with which Bigblue has entered into a transport contract and which undertakes to carry out, on behalf of Bigblue, all or part of a transport carried out under its own responsibility.
2.4.2. Associated Warehouse: Warehouse with which Bigblue has entered into a contract for the reception, storage, Preparation of orders, packaging or any other logistics operation.
set of Products that, after Packaging, is delivered to the Associated Carrier.
refers to the final customers of Bigblue Clients, indivual and/or legal entities who will receive the Packages.
2.7. Standard Packaging:
refers to the cardboard packaging used by Bigblue and its Associated Warehouses for the Preparation of orders.
2.8. Personal information:
any information relating to an identified or identifiable person, directly or indirectly, in particular by reference to an identifier such as a name, an identification number or any other information relating specifically to this person.
2.8.1. Personal Data of the Client: Personal data related to the Client if he is a person and/or to the employees of the Client, such as last name, name, postal address, telephone number, email.
2.8.2. Personal Data of the Recipient : The personal data of the Recipient of the Order(s) that Bigblue has assumed at the Client's request, within the framework of the provision of the Services, such as first name, surname, postal address, telephone number, email address etc.
2.8.3. Data Protection Regulations : any law, decree, order, directive or regulation regarding the processing of personal data applicable in Spain, including Regulation (EU) 2016/679, of April 27, 2016 and Organic Law 3/2018, of December 5, Protection of Personal Data and guarantee of digital rights.
2.9. Portal : web application available at the URL https://app.bigblue.co through which the Client can request and monitor the provision of Services by Bigblue.
2.10. Billing period : period between two successive invoices for the Services, as defined in the Special Clauses. By default, Services will be billed every fifteenth (15th) of the month and every last day of the month.
3. Condition of admission of the Products
3.1. The Client warrants to Bigblue that he is the owner of the Products and that he is the holder of all rights thereto.
3.2. The Client guarantees that all Products, as well as their packaging and labeling, comply with all laws, regulations, rules and customs applicable in the country of destination and that they are freely marketable.
3.3. The Client will be solely responsible for the declarations made to the authorities, certificates or authorizations related to the importation or distribution of the Products. In the event of an omission or inaccuracy, the Client shall be obliged to indemnify Bigblue for all consequences and to reimburse Bigblue, on first demand, for all costs and damages, including legal costs and fees, that Bigblue may have incurred as a result of an action/claim brought against Bigblue by a third party.
3.4. In any case, the Client will remain responsible for any lack of conformity and/or defect of the Product, for any reason and under any circumstances, without Bigblue being held responsible for it.
3.5. The Client undertakes not to trust Bigblue and/or its Partners with:
- Products subject to current national, European or international regulations on hazardous materials (for example, gas, ammunition, flammable, radioactive, biological, toxic or corrosive materials).
- Products whose delivery must comply with the obligations of the ADR regulations.
- any other Products listed in the "Prohibited Products" section at this link: https://help.bigblue.co/article/80-restricted-prohibited-products
3.6. The Client undertakes to deliver to Bigblue and/or its Partners only the goods for which the corresponding customs and tax rates have been paid.
3.7. The Client undertakes not to provide Bigblue and/or its Partners with Products that could harm agents and employees of Bigblue and/or its Partners or other objects or machines belonging to Bigblue and/or its Partners.
3.8. The Client agrees not to supply Bigblue and/or its Partners with Products whose volume exceeds one hundred and seventy-seven thousand (177,000) cubic centimeters (cm3). For these purposes, the volume of a Product is defined as the product of its three dimensions.
3.9. The Client guarantees that all the information transmitted on the Portal and related to the Product is exact, truthful, updated and complete.
3.10. Bigblue reserves the right at any time to refuse or discontinue Services in relation to any Product that does not comply with all or part of conditions 3.1 to 3.9. listed above.
3.11. Bigblue will not be responsible, under any circumstances, in case of breach of any of the conditions 3.1 to 3.8 above.
3.12. Any Product that is defective or damaged in itself or its packaging, in such a way that the Recipient can refuse to accept/return the Product, will be rejected by Bigblue and returned to the Client. In such case, additional charges may apply.
3.13. Bigblue will charge the Client for the additional costs of processing derived from the lack of conformity of the Products entrusted to Bigblue.
3.14. The Client authorizes Bigblue to grant, at all times, free access to the Products to any competent authority that so requests.
4. Conditions for the provision of services
4.1. Access to the Portal
4.1.1. After signing the Agreement, Bigblue provides the Client with access to his account on the Bigblue Portal. The Client is responsible for the use and confidentiality of their login and password. Any login to the Client account will be deemed to have been made by the Client.
4.1.2. Bigblue will not be responsible for any unauthorized access by third parties to a Recipient's personal or confidential data transmitted or stored in connection with Client's use of the Portal.
4.2. Reception of the Products
4.2.1. Unless otherwise specified, the Products will not be collected by Bigblue, and the Client must arrange delivery of the Products to the Associated Warehouse(s).
4.2.2. Client will be responsible for ensuring that all Products comply with Bigblue's Reception Policy described at the following URL: https://help.bigblue.co/article/39-bigblue-reception-policy
4.2.3. The Client will be responsible for ensuring that all Products (both at the box and unit level) have an adequate and correctly legible barcode label to guarantee proper inventory management and correct execution of the Preparation service. Bigblue will not be held responsible for possible errors in the Preparation of the Order, at a later stage, if these errors are a direct consequence of a defect in the Preparation of the Products by the Client. Bigblue can put a barcode on the Client's Products at an additional cost, detailed in the Special Clauses.
4.2.4. Bigblue will not be responsible for discrepancies in the quantity, quality or condition of Client Products received. Bigblue will only count the number of packaging units (boxes or pallets) received at the time of receipt. The Client is obliged to indicate the number of packaging units on the delivery note, which must be ratified by Bigblue, who may issue reservations in the event of missing Products.
4.2.5. The Client will deliver the Products to the Associated Warehouse at his own expense and risk. The Client's Products will remain under the Client's full responsibility until the Products have been fully received by Bigblue. The Client will be responsible for the packaging and packing of its Products so that they are protected from any risk of damage and deterioration during delivery by its carrier and Reception by Bigblue.
4.2.6. Bigblue may, at its sole discretion, refuse or return any Product that does not comply with its Receiving Policy or that it considers to be illegal, dangerous or otherwise, at the Client's expense, and will not be responsible for any loss or damage of any nature to , or in connection with such rejected Products.
4.2.7. Bigblue may reject any delivery listed below, without the Client being able to claim any compensation for it:
- delivery of Products with defective or damaged packaging on the pallet, the box (carton) or the Product itself.
- the delivery of Products without a Delivery Note that allows the Products to be identified.
- the delivery of Products without an appointment when necessary (see the Reception Policy).
4.2.8. Bigblue will receive the units declared on the Portal and will inform the Client of the quantities actually received through the Portal.
4.2.9. Bigblue reserves the right to limit the number of items that can be sent to the assigned Associated Warehouse at any time, notifying the Client of this limitation, if applicable.
4.2.10. The term "standard" is used to define any Reception of:
- 80 x 120 cm pallets made up of homogeneous boxes (that is, with a single product reference)
- homogeneous boxes
Any non-standard reception may entail additional costs, which are detailed in the Special Clauses and explained in the Reception Policy available at the following URL: https://help.bigblue.co/article/39-bigblue-reception-policy
4.2.11. The Products may only be collected for the Preparation of an Order within a minimum period of one (1) business day after their Reception at the Associated Warehouse.
4.2.12. In the case of a first receipt of a Product, orders containing this Product may only begin to be prepared at least seven (7) days after the arrival of the referred product at the Associated Warehouse.
4.3.1. Once the Reception or Return has been completed, Bigblue will select the most appropriate location in the Associated Warehouse(s) to store the Products. The Client will be billed for the costs for the Product Storage service provided until Picking.
4.3.2. Bigblue may freely move the Client's Products between different locations within the same Associated Warehouse.
4.3.3. Bigblue will treat each Product with the utmost care and diligence.
4.3.4 For each Product entrusted to Bigblue, if the lack of stock on the anniversary date of the Agreement (that is, one (1) year after signing) gives rise to a balance that exceeds the 2% shrinkage rate in value, Client shall be entitled to charge Bigblue a penalty based on the costs of the Products, excluding the circumstances listed in Article 7.5, and excluding Bigblue's intent or gross negligence.
4.3.5. The inventory of the Products will be available on the Portal. The inventory of the Products will be updated as soon as possible, based on the different Services provided that may affect the number of Products (ie Reception, Order Preparation, Return).
4.3.6. The price of the Storage Service indicated in the Special Clauses takes into account the dimensions of the Products stored and their storage time in the Associated Warehouse. The calculation made by Bigblue to determine the cost of the Storage Service is not subject to dispute by the Client.
4.3.7. Bigblue may carry out a physical inventory of the Products, at any time, at the Client's written request. This Service will be charged by the hour and the Client must notify Bigblue 14 business days in advance.
4.3.8. Bigblue may carry out inventories at its discretion and on a timely basis. The result of these inventories will be conclusive for the parties.
4.3.9. Bigblue will not be responsible for the costs derived from the shortage of any of the Products entrusted to it.
4.4. Order Preparation
4.4.1. The Preparation of an Order will be carried out exclusively on the basis of the creation of an order to send an Order on the Portal.
4.4.2. Bigblue will not be held responsible for any errors in the information provided directly or indirectly by the Client in connection with an Order (in particular with regard to the Products and their quantities). The Preparation of the Order will not be carried out if the requested quantities of Products available to Bigblue are insufficient.
4.4.3. No modification of the information relating to the Products of the Order and/or the Recipient may be processed after the transmission of the Order to the Associated Warehouse.
4.4.4. The Packaging of the Products will be carried out before the delivery of the corresponding Package to the Associated Carrier for its Delivery to the final Recipient.
4.4.5. If the Client chooses the Standard Packaging offer, Bigblue will select a suitable packaging for the Product(s) of the Order. Bigblue undertakes to do everything possible to ensure sufficient protection of the Product(s). If the Client wishes to use its own packaging (or special packaging), Bigblue will not be responsible for any damage caused to the Product(s) of the Order after delivery to the Partner Carrier.
4.4.6. Once the Packaging is finished, Bigblue will update the inventory of the Product(s) referenced in the Portal as soon as possible. Bigblue will weigh the Packaging and place the transport label corresponding to the Associated Carrier chosen by the Client on the Portal. Bigblue will not be held responsible for errors in the information provided by the Client about the Associated Carrier on the Portal.
4.5.1. The Client will be able to choose between several associated carriers for the delivery of their Product(s) through the Portal. The Client is aware that this choice may have an impact on the delivery time of the Orders, as well as on the shipping rates. The shipping conditions of each Partner Carrier are available at the following URL: https://help.bigblue.co/article/96-shipping-conditions
4.5.2. Bigblue will not be held responsible for errors in the information provided by the Client through the Portal about the Recipient (address, mail, postal code, province, country, telephone number, last name, first name). In the event of loss of the Delivery, the Client must assume all additional costs incurred, including, but not limited to, the transportation costs to return the Package, the costs of processing the Return to the Associated Warehouse and the costs of returning a replacement Order.
4.5.3. In the event that the Client and/or the Recipient refuse delivery of a Package(s), Bigblue will rely on the information provided by the Partner Carrier, in particular on the delivery note provided by the Partner Carrier. Bigblue will not be responsible for any costs arising from this dispute.
4.5.4. Bigblue will do everything possible to inform the Client, as soon as possible, of all Delivery events, once they are transmitted by the Partner Carrier.
4.5.5. Bigblue, in its capacity as principal, will deal with claims relating to the Delivery.
4.5.6. The shipping costs, detailed in the Special Clauses, will be defined based on the destination address and the real or volumetric weight of the shipment. The weight and dimensions of the Package(s) declared to the Associated Carrier cannot be disputed by the Client. The volumetric weight application conditions are detailed at the following URL: https://help.bigblue.co/article/91-volumetric-weight
4.5.7. The Client acknowledges and accepts the shipping conditions and surcharges of each of the Partner Carriers that are available at the URL: https://help.bigblue.co/article/90-extra-costs. Bigblue will bill Client for such surcharges, which may not be disputed by Client.
4.5.8. In the case of a Delivery against signature, the Recipient must report any damage and/or defect of the merchandise on the delivery note of the Associated Carrier, which the latter must ratify. In the absence of observations, Bigblue will not be responsible for the costs derived from the damage and/or loss of the Products.
4.5.9. Customs declarations and their content will at all times be the sole responsibility of the Client. Bigblue will not be responsible for any action taken by the customs authorities in relation to the Package(s) that may prevent their delivery (for example, retention, destruction, plunder, etc.).
4.5.10. Bigblue will generate, on behalf of the Client, the commercial invoices and customs declarations, in accordance with customs regulations, which must be attached to Packages that are sent outside the EU Customs Union. The generation of these documents will be based on the information related to the Products and Orders entered in the Portal or transmitted through it. Bigblue will not be responsible for any misstatement based on this information, nor for any additional costs resulting from misstatement. In addition, Client must provide any specific additional documents, licenses, or statements that may be required.
4.5.11. Unless otherwise specified, all Deliveries outside the EU Customs Union will be made under the Delivered at Place (DAP) incoterm. This will imply that:
- the Client will not be charged any administrative fee for the processing of duties, taxes or costs related to customs clearance;
- the Recipient will be responsible for all duties, taxes or customs clearance fees applicable to the Package(s). Bigblue will not be responsible for any customs fees, taxes or duties associated with a shipment and charged to the Receiver, and will not be able to provide any credit or advance for these fees.
4.5.12. In the event of the collection of one or several Packages by a carrier of the Client or contracted by it or by a third party, this will be at the Client's expense and risk. A flat collection rate of 6 (six) euros will be applied, taxes not included, per Package.
4.6.1. Any Product that returns to the original Associated Warehouse, for whatever reason, will be subject to a Return Service. The Return will imply: the analysis of the quality of the Product and the replacement of said Product.
4.6.2. The quality analysis will consist of analyzing whether the returned Product is identical, in appearance, to the Product before its Preparation. Bigblue will not be responsible for hidden defects in the Product or for defects that cannot be identified with the naked eye.
4.6.3. For all Products returned to the warehouse, the costs of the Return Service will be invoiced.
4.6.4. Client may download or provide Recipient with the ability to download a Return Shipment label.
4.6.5. The Return, whether initiated by the Client or by the Recipient, will be billed for the Return Service.
4.7. Terms of services
4.7.1. Unless otherwise specified, all terms related to the execution of the Services are only indicative.
4.7.2. However, Bigblue will take all the necessary measures to guarantee, as far as possible, compliance with the usual terms for the provision of this type of Services.
5. Fees, billing and payment
5.1. Minimum fee
5.1.1. As Bigblue provides logistics tools and know-how at a cost, Client acknowledges and agrees that Bigblue may exercise its right to charge Client a "minimum fee" for each Billing Period, the amount and terms of which are defined in the Special Clauses.
5.1.2. The Client acknowledges that this minimum fee will apply regardless of the number of Products received, the volumes of Products stored, the number of Orders fulfilled or the type of Services provided.
5.1.3. In the event that the total amount of the Services provided by Bigblue at the end of the Billing Period exceeds the amount of the minimum fee, the Client shall pay the full amount of the Services provided by Bigblue during the Billing Period without applying the minimum fee.
5.2. Fee Review
5.2.1. Bigblue may revise and modify at any time the rates indicated in the Special Clauses, in particular due to economic, political or legislative circumstances or due to the renegotiation of commercial conditions with its Partners.
5.2.2. In such case, Bigblue will inform the Client in writing of the updated rates. The new rates will enter into force fifteen (15) days after the notification made to the Client.
5.2.3. The Client may, within fifteen (15) days from Bigblue notifying them of the rate revision, reject the new prices and request the termination of this Contract by sending a letter with acknowledgment of receipt. In such a case, the Contract will be terminated within forty-eight (48) hours following receipt by Bigblue of the notice of termination, notwithstanding that both parties must comply with their obligations during this period. In particular, the Client must be up to date with his payments to Bigblue.
5.2.4. If the Client does not notify Bigblue of his willingness to terminate the Contract within fifteen (15) days from the date of notification of the tariff change, the application of the new conditions will be considered accepted by the Client for the duration of the commercial relationship between the Parties. The new rates will then apply to all Services performed after this period.
5.3. Excessive burdensomeness
5.3.1. If, during the course of the execution of the Contract, the economic or political situation, or the conditions of services and/or commercialization in force at the time of its conclusion, make the execution of the Agreement excessively onerous for one of the Parties and, In general, if the economic circumstances on which the Parties were based at the time the Agreement was concluded change in such a way that its execution by one of the Parties would have unfairly costly consequences, the Parties will agree to adapt the conditions. of implementation of the Agreement to the new situation in an equitable manner.
5.3.2. If an agreement is not reached within two (2) months from the application of this clause, the Agreement may be terminated by either Party by giving one (1) month's notice. This Agreement will continue on the same terms and conditions during the notice period.
5.4.1. All the prices of the Special Clauses are expressed in euros (€), without taxes, and are subject to VAT, without prejudice to what is established by the applicable regulations.
5.4.2. The Client must provide all billing information on the Portal, in particular: the full billing address, the billing email, the VAT number.
5.4.3. The first Preparation of the Client's order will be subject to the electronic signature of a SEPA mandate by the Client. Payment will be made by SEPA direct debit, in the Client's bank account, from the fifth (5) day after Bigblue performs the first Service.
5.4.4. The Billing Period is defined in the Special Clauses of the Contract. Billing will be done within a maximum period of seven (7) business days from the end of the Billing Period.
5.4.5. The invoices will be made available to the Client by sending an email to the email address indicated on the Portal or directly on the Portal.
5.5. SEPA Mandate
5.5.1. By signing a SEPA Direct Debit Mandate, the Client authorizes Bigblue to make periodic direct debits to the Client's bank account.
5.5.2. Invoice payments will be made by SEPA direct debit in the Client's bank account from the fifth (5th) day after the date of issuance of the corresponding invoice.
5.5.3. Bigblue undertakes to notify the Client at least two (2) calendar days prior to the date of direct debit.
5.5.4. The Client undertakes to verify that the information provided in the SEPA Mandate is correct and that his bank account allows direct debits.
5.5.5. The Client acknowledges that it is his responsibility to ensure that there are sufficient funds in the designated bank account on the due date, so that the direct debit can be debited on said date. In the event that there are not sufficient funds available, Bigblue will not be responsible for the commissions and expenses that may be charged to the Client.
5.5.6. In the event of a change of bank, the Client must inform Bigblue and sign a new SEPA Mandate to guarantee that payments can continue to be made at all times.
5.6.1. By non-payment, the Parties understand any delay in payment, partial payment of the debt and/or rejection of the direct debit to the Client's bank account.
5.6.2. The Client must inform Bigblue by email whenever he wishes to cancel a direct debit activated by Bigblue.
5.6.3. In the event of non-payment, and as long as there are outstanding amounts owed to Bigblue, in addition to initiating a recovery procedure for all outstanding amounts, Bigblue reserves the right to:
- deny the Client access to his account on the Portal;
- require payment in advance for the provision of future Services;
- compensate, under the conditions of article 1195 and following of the Spanish Civil Code, any amount that may be owed to the Client.
5.6.4. In the event of non-payment, the Client must pay Bigblue the following amounts (in addition to the principal amount owed):
- Late-payment interest, calculated from the expiration date until the effective payment date, by operation of law and without the need for formal notice or notification. The amount of this interest will be calculated by applying an annual rate of ten (10) percent to the amount owed.
- A global amount of forty euros (€40), for each unpaid invoice, for collection costs, without the need for formal notice or notification. In addition, if Bigblue incurs higher costs, justified additional compensation may be requested.
5.6.5. In the event that, after notifying the Client of the non-payment, he does not proceed to correct the situation within a period of fifteen (15) calendar days, Bigblue reserves the right of retention on the Client's Products.
In addition to the principal amount, the Client must pay, as a penalty clause, an amount equivalent to fifteen percent (15%) of the amount pending payment, without prejudice to any other amount due, as a result of non-payment (late interest, principal debt, etc.).
5.7. Invoice discrepancy
5.7.1. In the event of a discrepancy on an invoice, the Client must inform Bigblue in writing of the reason for the same within a maximum period of six (6) weeks from the issuance of the invoice. If no objection is received within this period, the invoice will be deemed accepted by the Client. Claims after this period will not be accepted.
5.7.2. In the event of a manifest error relating to one or more invoices, the Client undertakes to pay the amount that is not disputed. No other claim authorizes the Client to defer, reduce or reject the payment of the invoices presented.
5.7.3. Any justified claim will give rise to a refund right to the Client. This refund will be made within fifteen (15) business days from the date Bigblue has notified Client in writing that it agrees to the requested refund.
6.1. The Client will be responsible for all damages and losses that derive from the Client's breach of the obligations imposed on him, of the elements that he provides to Bigblue or of the actions of his employees and/or collaborators. Therefore, the Client agrees to indemnify and hold Bigblue harmless from any claims or actions by third parties claiming Bigblue's liability in the event that such claims or actions, regardless of their legal basis, are related to the violation of the present GTC by the Client. Therefore, the Client must fully indemnify Bigblue for the consequences of the aforementioned claims or actions and must reimburse Bigblue for any damages, fines, penalties, expenses (including legal costs) to which Bigblue may be sentenced, as well as the legal expenses incurred for your defense. The Client also undertakes to pay any damages that Bigblue may owe to any plaintiff or claimant, and the Client may attend the negotiations between Bigblue and the third party.
6.2. The incorrect execution of any of the Services provided by Bigblue will not give rise to any penalty determined unilaterally by the Client. In the event that the Client encounters any difficulties in the execution of the Service(s) by Bigblue, the Client must inform Bigblue as soon as possible and in a timely manner so that Bigblue can understand such difficulties and modify and/or resolve them.
6.3. Bigblue is not responsible for any errors or omissions in the information provided by the Client to Bigblue through the Portal or in writing. The Client undertakes to assume the economic consequences derived from providing erroneous or incomplete information.
6.4. Bigblue's liability cannot be extended to any indirect damage or harm of any kind, regardless of the cause, nor to the consequences (especially financial) of a delay in the activity or delivery.
6.5. Duty of cooperation
6.5.1. The Client undertakes to cooperate with Bigblue and to provide all documents and/or information necessary for the provision of the Services in a timely manner by Bigblue.
6.5.2. The Client undertakes to respond promptly to Bigblue's requests to provide instructions, information, approvals, authorizations or decisions that are reasonably necessary for Bigblue to provide the Services in accordance with the requirements of these GTCS.
6.5.3. The Client undertakes to provide Bigblue with all the necessary information and documentation available to Bigblue so that Bigblue can provide the Services. In this sense, the Client must inform Bigblue before the start date of the Services of any hidden feature of the Client's Products that may affect the execution of the Services.
6.5.4. The Client undertakes to regularly inform Bigblue of anything that may alter or hinder the execution of the Services.
6.6. Liability and compensation for loss of or damage to Products during delivery
6.6.1. Bigblue will be liable for damages resulting from the Delivery, its organization and the execution of ancillary services and specific instructions. In the event of loss or damage during Delivery, if it is not insured, Bigblue will indemnify the Client for material damage that is proven, direct and foreseeable, in accordance with the indemnity conditions defined in sections 6.6.2. and 6.6.3., except in cases of force majeure and/or in cases in which the Products are affected by their own defect and/or in cases in which the loss or damage derives from the performance or the fault of the Client, or the Recipient, or any third party other than Bigblue and the Associated Carrier.
6.6.2. Responsibility of Bigblue Partners
184.108.40.206. Bigblue's compensation for this proven loss is limited to the loss suffered by the Partner Carrier in relation to the Package entrusted to it. If the indemnity limits of the Partner Carriers are not known or do not result from mandatory, legal or regulatory provisions, they will be considered identical to those of Bigblue's personal liability (see 6.6.3.).
220.127.116.11. The compensation will be established based on the conditions of the Associated Carrier and in accordance with the value of the Product(s) indicated on the Portal. All Partner Carrier compensation terms are available at the following URL: https://help.bigblue.co/article/140-bigblue-compensation .
18.104.22.168. Since Partner Carriers require claims to be submitted within a specific time frame, it is the Client's responsibility to provide Bigblue with the necessary documents in time for Bigblue to process the claim.
22.214.171.124. The compensation that is received will be paid to the Client, up to the amount obtained from the Partner.
6.6.3.Bigblue's Personal Liability for International Shipments. Except in the case of intent or gross negligence, Bigblue's proven personal liability compensation will be limited to compensation for the actual damages suffered by the Client as established in the Agreement relating to the Contract for the International Carriage of Goods by Road (CMR).
6.6.4. Bigblue's personal responsibility for shipments made within Spain. Except in the case of intent or gross negligence, Bigblue's proven personal liability compensation will be limited to compensation for the actual damages suffered by the Client in accordance with the value by weight determined by Law 15/2009, of November 11, of the Contract for Land Transportation of Goods. The rate per kg is linked to the IPREM index (http://www.iprem.com.es/) , in 2022 the value is €6.43/kg.
6.6.5. In any case, the Client must duly justify Bigblue's fault in case of loss or damage.
7.1. Each of the Parties undertakes to take out all the necessary insurance to cover the damages that may occur in the course of their respective activities.
7.2. The Client shall be responsible for any damage that a Product(s) or Product Package(s) may cause to third parties and/or to Bigblue (including, but not limited to, agents, partners, employees, service providers).
7.3. The Client waives, and undertakes to obtain the same waiver from their insurers, to make any claim against Bigblue and its insurers, as well as against the Partners and their insurers, for any damage or loss that they may suffer, except in the case of fraud or gross negligence on the part of Bigblue or its Partners. The Client will be personally in charge of contacting their insurers for this purpose. In case of non-compliance with this obligation, the Client must reimburse Bigblue and/or its insurers for the compensation paid to third parties and/or their insurers.
7.4. The Client undertakes to take out an insurance policy with a solvent insurance company to cover the material, immaterial and physical consequences derived from their professional, public and contractual responsibilities.
7.5. The Client undertakes to take out all the necessary insurance policies, with one or more solvent insurance companies, to cover the risks of robbery, fire, collapse of warehouse shelves, floods, storms, explosions, lightning, electrical accidents, water and other liquid damage, hail, snow, frost, collision with a land vehicle, air accidents, strikes, civil disturbances, civil commotion, terrorism, sabotage, vandalism, malicious acts, attacks, bombings, natural disasters and related risks, which may damage or cause the irreversible and permanent destruction of the Client's Products entrusted to Bigblue and stored in an Associated Warehouse.
7.6. The Client undertakes to provide Bigblue with a copy of the updated insurance policies mentioned in sections 7.4. and 7.5. In case of renewal of the insurance policies, the Client is obliged to provide Bigblue with these documents as soon as possible.
8. Right of lien
Regardless of the capacity in which Bigblue participates in the provision of the Services, the Customer expressly grants Bigblue a contractual lien, in preference to any other lien and permanent, on all Products, securities and documents in Bigblue's possession as security for any claims (invoices, interest, expenses incurred, etc.) that Bigblue may have against the Customer, even if these are prior to or independent of the transactions in respect of the Products, securities and documents then in Bigblue's possession.
9. Force majeure
9.1. Events beyond the control of the Parties that make the execution of the obligations impossible and that have the characteristics of irresistibility and unpredictability recognized by Spanish legislation and jurisprudence will be considered cases of force majeure. It is expressly stated that natural disasters, exceptional weather conditions that prevent the performance of benefits, fires, wars, riots, attacks, strikes, health crises that totally and unpredictably paralyze and transport of insurmountable goods will have the same consequences as cases of force majeure or fortuitous events usually recognized by the jurisprudence of the Spanish courts.
9.2. During the term of the Contract, the Parties will not be responsible for the breach of their obligations due to an event of force majeure.
9.3. In addition, Bigblue cannot be held responsible if it is unable to comply with its obligations due to a case of force majeure, as defined by Spanish legislation and jurisprudence, and in particular in the event of inclement weather, natural disasters, lockout, fire, epidemic, embargo, war, general shortage, strikes or, in particular, internal strikes of logistics service providers such as Carriers and Associated Warehouses, without this list being exhaustive. In the event that it is shown that the breach of their contractual obligations is due to an event of this type, the parties agree to meet within thirty (30) calendar days following the event in question to negotiate the continuity of their commercial relationship.
10. Business ethics
The Client undertakes not to grant or cause to be granted, directly or indirectly, to Bigblue, any offer, gift or payment, remuneration or advantage of any kind that constitutes or may constitute an illegal act or a corrupt practice with a view to or consideration of to the execution of these GTC.
In case of non-compliance with this clause, Bigblue may terminate the business relationship with the Client by letter with acknowledgment of receipt without mandatory notice or compensation.
11.1.1 Either Party may terminate the Contract, notifying the other with fifteen (15) calendar days notice. Any request for termination must be made:
- by letter with acknowledgment of receipt; either
- by email, to the extent that the other Party acknowledges receipt of the resolution request also by email.
11.1.2. These notice periods will not apply in the case of tariff revisions and situations of excessive onerousness, as defined in clauses 5.2. and 5.3. of the GTCS.
11.1.3. In any case, the Parties undertake to respect the fulfillment of their obligations until the effective date of termination of their relationship. To this end, after notification of the termination of the commercial relationship, all Orders placed under this Contract will be executed before their expiration, and all amounts owed will be paid, in accordance with the provisions of this Contract.
11.1.4. The Client may have full or limited access to the Portal during the Termination Notification Period (that is, the period from the date on which one party notifies the other of its willingness to terminate the Contract until the effective date of termination). Bigblue will continue to process and execute all Orders that have been submitted by the Client through the Portal or by any other means during the Termination Notification Period.
11.1.5. Upon termination of this Agreement for any reason, Client shall immediately pay Bigblue all outstanding invoices and interest owed to Bigblue. Likewise, Bigblue will send the invoices for those Services rendered that have not yet been invoiced. The Client shall pay these invoices immediately upon receipt.
In the event that the Client's account has remained inactive for one (1) year since the last Delivery made, Bigblue reserves the right to restrict or even eliminate the Client's access to the Portal. The Client will be responsible for taking all necessary steps to end the relationship with Bigblue, including the revocation of the SEPA Mandate.
11.3 Resolution in case of non-payment
Without prejudice to Bigblue's right to take all possible actions to pay the amounts owed and any compensation, Bigblue may, in the event of partial or total non-payment of the amounts owed by the Client, terminate the business relationship after having sent a notification of non-compliance to the Client by letter with acknowledgment of receipt, without the latter having proceeded to correct the situation within a period of eight (8) calendar days from the date of receipt of the notification or the date of the first presentation. In such a case, Bigblue reserves the right to restrict or cancel the Client's access to the Portal.
11.4. Termination of the commercial relationship and return of the Products
11.4.1. In the event that the Client requests the partial or total return of the Products on the Portal, Bigblue may require the payment of a provision for the corresponding services.
11.4.2. Bigblue will prepare the Client's Products for collection as long as the Customer is up to date with payment of all amounts owed to Bigblue.
11.4.3. All Products collected by the Client or by a third party commissioned to remove them will be considered in perfect condition, unless otherwise indicated in writing at the time of removal.
11.5. After a period of three (3) months from the expiration date of the last invoice issued, Bigblue reserves the right to dispose of or sell the Client's Products, complying with thirty (30) working days notice, if the Client does not collect the Client's Products stored in the Bigblue warehouse or in the Associated Warehouse.
12. Data protection
12.1. Some terms and expressions used below are defined in clause 2 of these GTC. Failing that, they will have the meaning attributed to them by the Data Protection Regulations.
12.5. The Client will be solely responsible for compliance with the obligations incumbent on the data controllers under the Personal Data Protection Law and, in particular, for obtaining the consent of the interested parties for the transmission of Personal Data to Bigblue in order to provide the Services.
12.6. Bigblue undertakes to adopt the necessary measures to protect the confidentiality and security of the Personal Data of the Recipients that the Client provides to Bigblue in connection with the provision of the Services. Bigblue undertakes to apply the appropriate technical and organizational measures for the processing of the aforementioned Personal Data.
12.7. The Client acknowledges and authorizes Bigblue to use Partners (in particular, Associated Warehouses and Associated Carriers) as authorized subprocessors for the performance of the Services, understanding that:
- the authorized subsequent subprocessors will be obliged to comply with the obligations established in clause 12 of the GTC;
- the authorized subsequent subprocessors must process the Personal Data solely and exclusively for the purpose of providing the services;
- Bigblue will continue to be, in any case, fully responsible to the Client, in its capacity as original subprocessors, for the fulfillment of the obligations of each of its Partners.
12.8. The Client authorizes the transfer of the Personal Data of the Recipients outside the European Union. Bigblue will comply with the rules that regulate the transfer in accordance with the Data Protection Regulations.
12.9. Bigblue undertakes to implement and maintain a procedure for receiving and executing requests for the rights of access, rectification, deletion, limitation, portability and opposition, of those affected, by sending an email to email@example.com .
12.10. If the commercial relationship between Bigblue and the Client is terminated, Bigblue undertakes, at the Client's choice, to return the Personal Data of the Recipients to the Client or to destroy the Personal Data without keeping a copy of the same, without prejudice to Bigblue's right to archive the Personal Data during the applicable limitation period to comply with its accounting and tax obligations and to be able to respond to possible claims.
12.11. Bigblue undertakes to notify the Client as soon as possible after becoming aware of any Personal Data breach. This notification will be accompanied by all the relevant information available to Bigblue so that the Client can assess the measures to be adopted in accordance with the applicable regulations, including the notification of the violation to the competent control authority and/or the affected persons.
12.12. Bigblue will provide the Client, at his request, with all relevant information regarding the processing of Personal Data in the context of the provision of the Services, so that the Client can, if necessary, demonstrate that he has complied with his obligations as a controller. of the treatment. The Client may carry out an audit at his own expense, a maximum of one (1) time a year, during business hours and days, in accordance with article 28.3 h) of Regulation (EU) 2016/679, of April 27, 2016. The Client undertakes to inform Bigblue, by letter with acknowledgment of receipt, with a reasonable notice of not less than thirty (30) business days. The Client undertakes to specify in this notification the foreseeable duration of the audit or inspection.
12.13. Notwithstanding the foregoing, the Parties declare that there will be no processing of Personal Data between them in accordance with the provisions of Regulation (EU) 2016/679, of April 27, 2016, except for the processing of business contact details of the parts. However, even if said data does not have the nature of "personal data" within the meaning of the aforementioned Regulation, it will be processed by Bigblue, in any case, with the utmost security and confidentiality.
13. Intellectual property and confidentiality
13.1. Bigblue will continue to own all of its patents, invention rights, copyright and related rights, trademarks, trade and domain names, acquisition rights, goodwill and the right to sue for infringement, design rights, databases, rights of use and protection of the confidentiality of confidential information (including know-how), business documents, financial documents, legal documents and all other intellectual property rights, regardless of their nature, form or medium ( paper, digital or oral, whether registered or not).
13.2. The Client is obliged to maintain the strictest confidentiality regarding the information exchanged between him and Bigblue in the course of their business relationship. The Client undertakes that the holders of shares of the Client's capital stock, its directors, employees and contractors comply with this obligation of confidentiality.
13.3. The Client will remain the owner of all intellectual property rights in Client Products and any other materials and data provided by Client to Bigblue.
13.4. The Client authorizes Bigblue to reproduce and distribute the Client's brand and logo, provided that its graphic design is respected. This free reproduction authorization is limited to the following media: web pages, applications and external and internal corporate presentations. Bigblue acknowledges that this authorization does not grant any property rights over the Client's brand and/or logo, and undertakes to make a strictly limited use of them for the aforementioned media, not being able to extend their use to other media without the consent of Bigblue. prior written consent of the Client.
14.1 If any of the clauses of the GTCs were declared null or void, all the other provisions will continue to be applicable, as long as the null or voidable clause was not a determining condition for the consent of Bigblue or the Client in the time of the execution of the Contract.
14.2. The fact that Bigblue does not make use of any of the rights stipulated in any of the clauses of the General Conditions or the Special Clauses at any given time cannot be interpreted as a waiver by Bigblue to make use of them in a later time.
14.3. The Agreement entered into between Bigblue and the Client may not be transferred or assigned to a third party by the Client, in whole or in part, without Bigblue's prior written consent.
14.4 Unless otherwise specified in these GTC, all claim actions against Bigblue will prescribe within one (1) year from the date of shipment or from the day on which the shipment should have been made.
14.5. The Client must inform Bigblue of any action taken against Bigblue and/or its insurers. Otherwise, the Client will lose the right to claim damages.
15. Applicable legislation and competent jurisdiction
15.1. The GTC are subject to Spanish legislation.
15.2. Any litigation related to these GTC, whether regarding its interpretation, execution or termination, will be the exclusive competence of the Courts and Tribunals of Madrid, without prejudice to the existence of a plurality of defendants or third-party claims.
15.3. Each Party undertakes to inform the other Party, as soon as possible, by letter with acknowledgment of receipt, in the event of being declared insolvent.
15.4. The continuity of the Services within the framework of a bankruptcy procedure that affects the Client will be carried out in accordance with the provisions of the Bankruptcy Law and, more specifically, with articles 156 et seq.