Terms and conditions | Retailer Hyperlocal Campaigns

Hi there, how awesome that you want to collaborate in local campaigning! To make sure that everything is clear, we would like you to express consent that enables us to create certain campaigns. But first, let us take a moment to explain a bit about ourselves and our services.

What we believe in

We believe in the importance of diversity. We love local entrepreneurs. Their craftsmanship, passion, personal service, and expertise. They make each day a bit better with a good conversation, a sincere smile and personal attention. We also believe in the diversity of inspiring brands. We love brands that have a good story, deliver special products and bring variation to their field.

Purpose

We make local entrepreneurs and brands future-proof by supporting them in telling their story to the local consumer. We collect stories from, and create advertisement campaigns for our clients - brands, suppliers, and distributors. Next, we distribute these stories and campaigns through the (social media) channels of local retailers (you!), the clients of our clients. For this, we use our smart technical solutions.

Consent

In order to enable us to publish the advertising campaigns on / through your (social media) channels, we need your consent to use your data and access your account(s) as stipulated below.
 

Definitions

We love clarity and have done our best to make this document as readable as possible. So, to make sure that you don’t get lost in these terms and conditions, we have made a list of our most-used words. 

The following definitions apply to these Terms and Conditions:

• Us (Embrosa): Embrosa B.V., registered with the Dutch Chamber of Commerce under number 66026334, the user of these T&C.
• Retailer / you: you, the entrepreneur who is a client of a Brand that has requested Embrosa to carry out a local campaign through the timelines and/or social media and/or other online channels of local retailers.
• T&C: these terms and conditions.
• Brand: the companies that have requested us to prepare and publish online advertisement campaigns via local retailers. 
• Campaign: a specifically designed and created hyper-local communication strategy to be shared through your (social media) channels that aims at reaching the end-consumers that work or live around your shop; part of the total marketing or advertising campaign of a Brand.
• Channel: any social media, media, or online marketing channel, including but not limited to Facebook, Facebook Advertising, Instagram, Google Ads, Google Adwords, TikTok, SnapChat, YouTube, digital signage and Out-of-Home.
• Personal Data: the personal data as defined in Article 4 of the General Data Protection Regulation (GDPR) of the Retailer, including any of its employees, agents, directors, contractors that are contact person of Embrosa or otherwise, to the discretion of the Retailer, relevant for the execution of the Campaign.
• In writing / written: when we speak about written or in writing in these T&C, we also mean electronic communication, such as e-mail or chat, provided that the identity of the sender and the authenticity of the communication are sufficiently established.

Article 1: Applicability

1. These T&C apply to any Campaign that Embrosa carries out for any Brand through a (number of) Retailer(s).
2. The details of a Campaign are further detailed in the Campaign Onboarder on embrosa.com/fb.
3. The Retailer’s general conditions are explicitly rejected. Deviating from these T&C is only possible after we have agreed to this with you in writing.

Article 2: Consent 

1. By accepting these T&C, the Retailer explicitly consents to the following:
   • The Retailer consents to the use of any Personal Data as requested by Embrosa from time to time, under the terms of the Embrosa Privacy Statement;
   • The Retailer consents to Embrosa’s access to its Channel accounts, with the sole purpose of carrying out a (number of) Campaign(s). The type, details, and duration of the Campaign is stipulated in the Campaign Onboarder on embrosa.marketing/onboarding to which these T&C apply integrally;
   • The Retailer declares to enable Embrosa to carry out the relevant and agreed Campaign(s) and to tolerate the advertisements placed by Embrosa on its Channels for the duration of the Campaign.
2. The Retailer can at all times manage its consents by accessing its settings via the Campaign Onboarder on embrosa.com/fb.
3. The Retailer acknowledges and agrees that altering, withdrawing or deleting certain consents may cause Embrosa to no longer be able to carry out a Campaign through the Retailer’s Channel(s).

Article 3: Campaigns

1. Embrosa executes the Campaign on behalf of and at the request of the Brand(s). 
2. In the event that the Retailer discovers any errors or irregularities in the Campaign, the Retailer shall contact Embrosa as soon as possible at support@embrosa.com. Embrosa shall use its commercially reasonable efforts to remedy an error or irregularity as soon as possible. Embrosa is never liable towards the Retailer for any error or mistake in a Campaign.
3. It is in the best interest of the Retailer, Brand, and Embrosa that Campaigns are successful. In order to optimize the collaboration, the Retailer hereby grants permission to Embrosa to forward, at all times, any question or complaint of the Retailer on the Campaign to the relevant Brand and to discuss these items with the Brand.
4. All intellectual property rights and/or similar rights on the App, including the underlying software, texts, images, video and sound fragments, lie solely and exclusively with us, or with our licensors, or Brands that have added messages, and/or the distributor of those Brands. 

5. Embrosa shall fully indemnify the Retailer for direct damages (including reasonable costs for legal representation), actually suffered by Retailer as a result of claims and actions brought by a third party if and to the extent that such direct damages arise from a breach of the previous section. The foregoing obligation from Embrosa shall not apply to the extent that such claim arises from the Retailer’s negligence or willful misconduct. In the event of a third party claim as mentioned in the first sentence of this section, you shall immediately inform Embrosa. In such an event, Embrosa at its discretion, shall have the right to select lead counsel in the litigation at its own expense.

6. Under these T&C, Embrosa provides the Retailer with the right to use the content of the Campaign for the sole purpose for which it was shared under the relevant Campaign. This right to use does not include any right to modify or eliminate information of property, Brands, copyright notices or any other notices, nor to, except for in the context of its normal use as stipulated in the previous sentence, the Retailer is not allowed to copy, multiply, spread, forward or offer it to any third party. 

7. These T&C explicitly do not aim to transfer any intellectual property rights.

Article 4: Disclaimer

When carrying out a Campaign, Embrosa uses its best endeavours to provide for a campaign that will reach end-consumers that work or live around your shop. Embrosa does however not guarantee or warrant that the Campaign will lead to any particular result for a Retailer (or, for that matter, a Brand). Any Retailer that participates in a Campaign does so at their own discretion and risk. Any Retailer remains at all time responsible for complying with applicable law, holding Embrosa completely harmless in this respect. Embrosa shall not be liable for any possible losses or harm that may derive from participating in the Campaign.

Article 5: Other provisions

1. Embrosa may change or supplement these T&C. The Retailer will be informed in time about the changed conditions via an update or an e-mail message. The most recent version can also be viewed at any time on our website.
2. If any part of these T&C proves to be void or voidable, the remaining provisions remain in force. 
3. The United Nations Convention for the International Sale of Goods (CISG) is expressly excluded and does not apply to any legal relationship between us and you.
4. Dutch law applies to all legal relationships between us and you. Disputes will be submitted to the competent court in the district of Midden-Nederland, location Utrecht.