GENERAL CONDITIONS OF COLLABORATION FOR THE DISSEMINATION OF SERVICES: REAL ESTATE
GIBOBS S.L. (“GIBOBS”) is a commercial entity dedicated to the provision of mortgage credit intermediation services to end customers, with CIF number B-88226725, registered office at Calle Las Norias, 92, Edificio Nuestra Señora del Pilar, C.P. 28221 (Majadahonda, Madrid), and duly registered both in the Madrid Mercantile Registry and in the State Registry as a credit intermediary.
The Real Estate Agent provides services for a commercial entity dedicated to the provision of advisory and management services for the sale of real estate (“the Agency”).
In view of the profile of the clients to which the Agency provides services, who in turn may require financial intermediation services, the Parties are interested in collaborating with each other for the growth of their respective businesses, for which they accept compliance with the following General Conditions (hereinafter also, “these Conditions”).
FIRST. – Object
By accepting these Conditions, the Real Estate Agent undertakes to publicize and disseminate GIBOBS mortgage credit intermediation services among its clients.
GIBOBS will act in any case independently in its activity, without there being any other relationship or link with the Real Estate Agent other than the collaboration regulated by these Conditions.
SECOND. – Territorial scope
The Real Estate Agent will collaborate with GIBOBS without any geographical limitation and without exclusivity, and may therefore reach other agreements with entities that provide similar services to GIBOBS.
THIRD. – Customer relationship
3.1. During the term of this collaboration agreement, the parties will reciprocally provide an index or list of potential clients who may need their services, each party within its business scope indicated in the expository part of this document.
3.2. Prior to giving the information expressed in the previous paragraph, the parties must request the people from whom they collect their data the appropriate consent for their transfer, in accordance with current regulations on personal data and the clauses on this matter is collected later.
FOURTH. – Duration
Collaboration with GIBOBS will begin at the moment of acceptance of these Conditions by the Real Estate Agent, and will have a duration of one (1) year, extendable for periods of the same duration unless otherwise indicated by any of the Parties.
FIFTH. – Exclusivity and non-competition
5.1. Collaboration between the Parties is not exclusive, and both GIBOBS and the Real Estate Agent may reach other agreements and pacts with people and entities in the same sector.
5.2. The parties may not compete with each other, directly or indirectly, in the markets in which they carry out their respective activities, either by themselves or by mandate of others.
SIXTH. – Obligations of the Real Estate Agent
6.1 The Real Estate Agent, by accepting these Conditions, undertakes to:
a) Act legally and in good faith, safeguarding the interests of GIBOBS.
b) Deal with the diligence of an orderly merchant, of the promotion and management of the acts and operations that are entrusted to him.
c) Communicate to GIBOBS all the information at its disposal, when it is necessary for the proper management of the acts and operations whose promotion is entrusted to it.
d) Carry out its activity in accordance with the indications or recommendations received by GIBOBS, without affecting its independence.
e) In the event of any type of claim from third parties regarding the effects or defects of the quality or quantity of the services provided as a result of the promoted operations, put the clients in contact with GIBOBS through the customer service channels.
f) Develop, according to what is established in each case and by mutual agreement, the campaigns that are considered necessary or convenient to increase the number of commercial operations.
g) Choose, among the possible clients, those that it considers most acceptable for its volume of business. The Real Estate Agent will be in charge of ensuring, with due diligence, that the potential clients referred to GIBOBS meet the appropriate profile to the indications provided in this regard.
6.2 Likewise, the Real Estate Agent will have the obligation to notify GIBOBS:
a) The situation of each of the commercial operations promoted by him and sent to GIBOBS.
b) Any problems or difficulties faced by the aforementioned operations.
c) The process that he must carry out to carry out his collaborative tasks.
SEVENTH. – Obligations of GIBOBS
GIBOBS undertakes to:
a) Act loyally and in good faith in their relations with the Real Estate Agent.
b) Make available to the Real Estate Agent in advance and in appropriate quantity, the documentation necessary for the exercise of the activity.
c) Provide the Real Estate Agent with all the necessary information for the dissemination of their services and, in particular, warn them when they foresee that the volume of the acts or operations is going to be significantly less than the Real Estate Agent could have expected.
d) Provide the Real Estate Agent within fifteen (15) days of receiving the information from a client that becomes common to both parties, the status of the operations that have been promoted.
EIGHTH. – Economic conditions
Given the presence that the Real Estate Agent has in the real estate brokerage market, and the benefit that this may entail for GIBOBS in terms of the dissemination of its services among clients who access this real estate brokerage, the parties may agree to certain compensation economic by signing a separate Agreement of these Conditions.
NINTH. – Independence of the Parties
9.1. The Parties expressly acknowledge that the collaboration that binds them is exclusively commercial in nature.
9.2. The Parties undertake to comply with current labor, tax and Occupational Risk Prevention regulations in their respective activities, as well as any other applicable to them, exempting the other Party from liability with respect to the breach of said obligations and holding harmless to the other Party.
9.3. The activities and services offered and provided by each of the parties are independent of the other. In particular, the Real Estate Agent will not develop in any case for GIBOBS or for potential clients that it facilitates any of the following actions:
a) Present or offer clients loan contracts.
b) Assist clients in previous procedures or other pre-contractual management regarding loan contracts.
c) Enter into loan agreements with clients on behalf of any entity.
The activities listed above are part of the services that GIBOBS provides to its clients as an entity specialized in financial intermediation, so the Real Estate Agent may not exercise jurisdiction in this area.
TENTH. – Expenses derived from the intermediation activity
All expenses arising from the development of the intermediation activity will be borne by each of the parties.
ELEVENTH. – Confidentiality
11.1. Confidential information (hereinafter, the “Confidential Information”) will be understood as all the information referring to the Parties, including, but not limited to, development and implementation procedures, their databases, their know-how, samples , models, computer programs, trademarks, logos, intellectual works, commercial offers, information with commercial value, internal structure, business organization, business plans, financial information documentation, designs, inventions, technology, prices, sales and, in general, all that relating to the Parties, their subsidiaries or group companies, their programs, their employees and their clients to which the Parties have access by virtue of the service provision contract. Confidential Information is not understood to be that which has previously been made available to the public.
11.2. The Parties undertake to guard, indefinitely and diligently, the Confidential Information that they receive from the other Party and not to reveal to any natural or legal person any confidential information that may have access by virtue of said relationship, except when the Parties have obtained the express, written and prior consent of the other Party, using for this purpose the same procedures that they use to avoid the disclosure, publication or dissemination of their own information of a similar nature. At the request of either Party or when the contractual relationship ends, all Confidential Information will be returned to the other Party or destroyed.
11.3. The breach by any of the Parties of this confidentiality clause will empower the other Party to terminate this Contract and, in addition, to demand the damages that may have been caused.
TWELFTH. – Responsibilities
12.1. The Parties are obliged to fully comply with these Conditions, as well as the current regulations that may be applicable.
12.2. In case of breach by any of the Parties of any of these Conditions, as well as the current regulations that may be applicable to the activity, the offending Party will hold harmless and will indemnify the other Party for any damage, sanction , fine derived from said breach.
THIRTEENTH. – Transfer of rights and transfer of data
13.1. The Parties may not assign the rights and obligations derived from these Conditions to any third party, unless expressly authorized in writing by the other Party.
13.2. The Parties accept compliance with the conditions relating to the transfer of data, which is attached as Annex I to these Conditions.
FOURTEENTH. – Intellectual and industrial property
14.1. The Parties mutually acknowledge that they hold the ownership or that they have all the necessary licenses with respect to intellectual, industrial and other similar property rights over texts, images, trademarks, logos, domain names and any other elements, creations, inventions or distinctive signs. Nothing that is established in these Conditions implies any agreement that any right to any of the intellectual property rights of GIBOBS is transferred.
14.2. Notwithstanding the foregoing, GIBOBS authorizes the Real Estate Agent, without geographical limitation and during the time in which the collaboration between the Parties is in force, to use the logo and commercial name of GIBOBS in the different communication channels of the Real Estate Agent (such as brochures, official website or any other) with the sole purpose of advertising GIBOBS mortgage credit intermediation services.
14.3. The Real Estate Agent undertakes that said license of use may not undermine the prestige of GIBOBS at any time.
14.4. In the event that the Real Estate Agent does not comply with the provisions of this condition, GIBOBS will have the right to demand the cessation of use of its logo and / or commercial name. Likewise, GIBOBS will have the right to request compensation for damages caused and derived from said breach.
FIFTEENTH. – Resolution of the collaboration.
Notwithstanding the foregoing, any of the Parties may decide to terminate the collaboration governed by these Conditions at any time and for any reason, by means of a written communication to the other party one (1) month in advance with respect to the intended date of completion.
SIXTEENTH. – Notifications
16.1. Communications between the Parties regarding their collaboration will be made in writing, by any means that allows proof of their reception and content.
16.2. The Parties recognize as addresses that allow to prove their reception and content, by the Real Estate Agent those that have been indicated in the registration form of the GIBOBS Platform (www.gibobs.com); by GIBOBS, which appear in the contact details of the same website.
SEVENTEENTH. – Miscellaneous
17.1. These Conditions may be modified only by written agreement between the Parties, duly signed by their legal representatives.
17.3. In the event that any of these Conditions were declared null and void in whole or in part, said nullity will not affect the validity of the rest, said provisions remaining in force without being affected by said declaration of nullity.
17.4. The condition declared void or voidable will be, by mutual agreement between the Parties, replaced by a new one that replaces it, or interpreted in a legally acceptable way, which is as close as possible to the condition that the Parties would have formalized had they learned of the ineffectiveness of the voided condition.
EIGHTEENTH. – Applicable law and jurisdiction
18.1. These Conditions will be governed in accordance with Spanish law.
18.2. In case of discrepancy of the Parties with respect to the interpretation and / or execution of the provisions of these Conditions, both Parties submit to the jurisdiction of the Courts and Tribunals of Madrid, expressly waiving any other legislation or jurisdiction that may correspond.
ANNEX I: CONDITIONS FOR THE TRANSFER OF PERSONAL DATA
I.- The Real Estate Agent (“the Assignor”) provides services for an entity dedicated to the provision of advisory services and management of the sale of real estate.
II.- GIBOBS (“the Assignee”) is an entity dedicated to the provision of mortgage loan intermediation services to end customers.
III.- The Assignor, in order that the Assignee may contact the end customer to offer mortgage loan intermediation services, has the will to communicate the personal data contained in files owned by it, to the Assignee.
IV.- In order to carry out the collaboration governed by these Conditions, the parties agree to also assume the conditions for the transfer of personal data contained in this Annex I, which will be governed by Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016 (hereinafter, “RGPD”), the Organic Law on the protection of personal data and guarantee of digital rights (LO 3/2018, of December 5), its regulations on development and, in particular, by the following:
The purpose of this Annex is to define the conditions under which the Assignor will communicate the personal data of which it is the owner, to the Assignee.
The purpose behind this assignment corresponds to the intention that the Assignee may offer its own mortgage loan intermediation services.
2.- Origin of the data and legality of the assignment
The Assignor declares the legal origin of the personal data that is the object of the transfer, guaranteeing that these have been obtained in compliance with the requirements established in article 6 of the RGPD and other applicable regulations. In this sense, the Assignor declares that it has obtained the corresponding consent of the owners of the data to carry out the transfer of the data, for the purpose of the purposes outlined in these Conditions, among which is, by way of example but not limiting, the elaboration of profiles and the sending of commercial communications.
The Assignor guarantees that it can prove that the owners of the data reliably consented to the processing of their personal data for this purpose, in accordance with the provisions of article 7 and following of the RGPD, and other applicable regulations.
3.- Typology of transferred data and categories of interested parties
The types of personal data that the Assignor will communicate to the Assignee are the following:
- Identifying data.
- Contact information.
- Transactions of goods to be carried out (real estate in which you are interested).
The parties undertake not to give more data than those mentioned above, these being strictly necessary to fulfill the purposes described.
The category of interested parties whose personal data will be communicated by the Assignor to the Assignee are the following:
- End customers of the Assignor
4.- Right to information
The Assignor declares to have informed those affected of the purpose of using the information collected and of the other aspects included in articles 13 and following of the RGPD.
The Assignor must provide, if required by the Assignee or the corresponding Control Authority:
- Information and consent clause model in which the transfer is covered.
- Sufficient sample of clauses duly signed by the interested parties whose data has been transferred. (The contribution of an amount between two and five clauses will be considered sufficient sample).
5.- Guarantees and obligations of the Assignor
The Assignor guarantees compliance with the obligations that correspond to it by virtue of the provisions contained in this Annex and in the applicable personal data protection regulations.
The Assignor guarantees that the necessary security measures have been adopted, taking into account the state of the art, the application costs, and the nature, scope, context and purposes of the treatment, as well as risks of variable probability and severity. for the rights and freedoms of natural persons, in order to ensure the confidentiality and integrity of the data, in accordance with the provisions of the aforementioned data protection regulations, guaranteeing a level of security appropriate to the risk.
The Assignor undertakes to notify, without undue delay, the Assignee, about those violations of the security of personal data of which it is aware and affect the information that is the subject of the assignment, supporting the Assignee in notifying the Spanish Agency for Data Protection or other competent Control Authority, and where appropriate, to the interested parties of the security violations that occur, as well as to provide support, when necessary, in conducting privacy impact assessments.
The Assignor undertakes to notify the Assignee of the rectifications or deletions of data, as well as the exercise of the other rights in terms of data protection, which occur in the information transmitted, by virtue of this Contract, as briefly as possible and always within the legally established deadlines.
The Assignor undertakes to make available to the Assignee all the information necessary to demonstrate compliance with the obligations established in this Contract and the current regulations on data protection.
The Assignor must hold harmless and, where appropriate, indemnify the Assignee for all claims, damages, debts, losses, fines, penalties, costs and expenses, including reasonable attorneys’ fees, that may arise from the Assignor’s breach of any of the provisions contained in this Annex and in the applicable regulations in relation to the data being transferred.
6.- Obligations of the Assignee
In compliance with the aforementioned data protection regulations, the Assignee undertakes to:
- Fulfill each of the obligations set forth in this Annex for the Assignor, in the cases in which the Assignee decides to proceed with the assignment, to a third entity, of the personal data received as a result of the acceptance of this Annex.
- Comply with the obligations set forth in the European regulations for the protection of personal data for a Data Controller, as a consequence of acquiring this consideration after the communication of the data regulated by this Annex.
- Allow the exercise of the rights established in the data protection regulations by the owners of the transferred data, providing them with an address for this purpose.
7.- General stipulations
All notification between the parties will be made to the respective addresses indicated in these Conditions. Any notification that is made between the parties will be made in writing and will be delivered in any way that certifies receipt by the notified party.
The headings of the different sections of this Annex are only informative and will not affect, qualify or expand the interpretation thereof.
The non-demand by any of the parties of any of their rights, in accordance with the provisions of this Annex, will not be considered to constitute a waiver of said rights in the future.
This Annex includes all the existing agreements between the parties, and cancels and revokes, where appropriate, any other agreements or agreements, verbal or written, that were in force on the date of their subscription regarding the processing of personal data.
If any or some of the sections or stipulations of this Annex are declared null or unenforceable, said sections or stipulations will be considered excluded from it, without implying the nullity of the entire Annex, remaining in force as regards the remaining agreements. In such event, the parties will do their best to find an equivalent solution that is valid and that properly reflects their intentions.
This Annex is understood to be accepted together with the acceptance of these Conditions of which it is a part.
8.- Security Measures
The parties undertake to establish sufficient and appropriate guarantees in order to correctly apply the technical and organizational measures that allow meeting the requirements of the RGPD and LO 3/2018, including the appropriate security measures.
9.- Applicable Legislation
This Annex will be governed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016 and current regulations on data protection.
In order to resolve any discrepancy with respect to the interpretation and / or execution of the provisions of this Annex, both parties agree to proceed to a friendly resolution thereof. However, if an amicable resolution is not reached, the parties submit to the jurisdiction of the Courts and Tribunals of Madrid, expressly waiving any other legislation or jurisdiction that may correspond to them.
10.- Information to Signatories.
In compliance with the provisions of current regulations on the Protection of Personal Data, both parties inform the parties that the personal data that appear in this Annex and those derived from the relationship, will be processed by each of the parties for the correct execution of the contractual relationship.
The basis for the treatment of the data is the execution of the collaboration, being necessary to provide said data, otherwise it would not be possible to formalize said relationship. The data will be kept as long as the relationship is maintained and its deletion is not requested and in any case in compliance with the legal limitation periods that may be applicable. No data will be transferred to third parties, except legal obligation and international transfers of said data are not foreseen.
Interested parties can exercise their rights of access, rectification, deletion, portability and limitation or opposition by writing to the addresses of each of the parties.
Likewise, interested parties have the right to file a claim with the Control Authority (Spanish Data Protection Agency: www.aepd.es).
11.- Entry into force.
This Annex enters into force at the time of acceptance of these Conditions of which it forms part, and will be in force until the date of termination of the relationship that binds the Assignor with the Assignee, on the occasion of the transfer of the data.