Terms and Conditions

1. Previous Information

These Terms and Conditions (hereinafter, the “Z PAY”) regulate access to the content of the “ZEXEL PAY” platform (hereinafter, the “Platform”) owned by ZEXEL SOFTWARE, S.L. (hereinafter, “ZEXEL PAY”), with CIF no. B06910483, and registered office at Ventura Rodríguez Street, 16, 29009, Málaga.

For the purposes of these Terms and Conditions, User(s) will be understood as the brands or agencies (hereinafter, the “Companies”) or content creators (hereinafter, “Content Creators”) that access the Platform.

• Content Creators are those individuals or entities who promote products or services through their social media platforms or create digital content for brands or companies. They offer promotional services through digital or physical media, at events, and create digital content such as photographs, promotional compositions, and similar materials. They may also license their image or intellectual property rights to Companies.
• Companies are the entities that hire these Content Creators to promote their products or services.

All of them are considered users of the Platform.

For any questions, the User may contact the following email address: hello@zexel.io

2. Acceptance of Terms and Conditions

Through the Platform, ZEXEL PAY offers an administrative management service for the billing and payment of compensation for collaborations between Companies and Content Creators (hereinafter, the “Services”).

ZEXEL PAY is fully responsible for the services it provides, within the limits of its commitments and according to the terms set forth in these Conditions.

Registration on the Platform and acceptance of these Terms and Conditions by users imply an acceptance, without any reservations, of these Terms and Conditions.

By accepting the Terms and Conditions, the User agrees to act in accordance with the provisions set forth in this legal text, which define the rights and obligations of both ZEXEL PAY and the User in relation to the contractual relationship arising from the use of the services offered on the Platform.

Additionally, the User declares to be at least 18 years old and/or to have the legal capacity or explicit authorization from their parents or guardians to use and interact with the Services provided on the Platform.

3. Content of the Services

This Platform has been developed by ZEXEL PAY with the purpose of offering an intermediation service in the payment process between Companies and Content Creators, simplifying and making the transaction process more efficient.

ZEXEL PAY will act as an intermediary to receive payments generated by the Content Creators' campaigns, centralizing and managing payments on behalf of the Content Creators, streamlining the collection and billing process.

3.1. Billing Services

• Billing Services: ZEXEL PAY issues invoices in compliance with applicable legal requirements so that Content Creators can receive payments legally.
• Consolidated Billing: Companies can request payment for multiple actions from different Content Creators and receive a single invoice detailing each collaboration individually.

This consolidation simplifies the accounting process, allowing Companies to centralize information and accounting records while maintaining transparency, as each collaboration is precisely detailed.

The Services are provided in accordance with the information available on the Platform and may be modified or deleted at any time.

4. Platform Operation

To ensure Users can enjoy the Platform Services, they must take the following into account:

4.1. User Registration

To use the services offered on the Platform, Users must first register by creating a profile as a “Brand or agency” or “Content Creator” through an online form.

Only Users of legal age (+18) or those with sufficient legal capacity (or explicit authorization from their guardians) may register.

ZEXEL PAY may enable the use of personal passwords for Users who register on the Platform (hereinafter, “Credentials”). These Credentials are created by the User and are required for accessing the Platform services.

4.1.1. Particularities for Content Creators

Once registered, Content Creators must complete their profiles and upload the required documentation. ZEXEL PAY will verify each account automatically once all requirements are met.

Once verified, Content Creators will have access to an exclusive panel where they can manage and request payments from Companies, as well as check the status of their payments.

4.2. Use of the Platform

Users are fully responsible for the use and access of their User account. Users must:

• Keep their Credentials secure and not share them with third parties.
• Notify ZEXEL PAY immediately at hello@zexel.io in case of theft, loss, or unauthorized access to their account.

Users must not:

• Make unauthorized or fraudulent use of the Platform.
• Attempt to access restricted resources on the Platform.
• Introduce viruses or malicious software.
• Use the Platform for illicit, offensive, or defamatory purposes.

4.3. Obligations of Companies

Companies must:

• Register as “Brand or agency” with the required data.
• Pay for the software if they choose to cover the cost.
• Verify invoice details before processing payments.

4.4. ZEXEL PAY Obligations

ZEXEL PAY is responsible for:

• Enabling secure access for Users.
• Managing User requests efficiently.
• Issuing invoices that comply with legal requirements.
• Ensuring invoice accuracy and correcting errors if necessary.

5. Billing

5.1. Payment Process

Payments to Content Creators are managed by Estonia Z Pay Fintech solutions OÜ (“Z PAY”).

Billing details:

• Z Pay Fintech solutions OÜ
• Sombre Tee 2, 76907, Harku, Estonia
• 16919366
• Revolut Bank UAB
• IBAN: LT213250020161240462
• Konstitucijos ave. 21B, 08130, Vilnius, Lithuania

5.1.1. Payment through Companies

If the Company covers the software cost, it must pay:

1. The amount allocated to the Content Creators
2. The software usage fee (2.9% of the total payment)

5.1.2. Payment by Content Creator

If the Content Creator covers the software cost, the Company deducts 2.9% from the agreed payment.

6. Service Fees, Currency Conversion, and Other Costs

ZEXEL PAY applies service fees at the time of payment. Currency conversions are based on market rates and may fluctuate.

Users acknowledge that:

• Exchange rates may vary, affecting the final amount received.
• Their bank may charge additional fees for international transactions.

7. Responsibility

The Platform aims to facilitate the commercial relationship between the Content Creators and the Companies, but ZEXEL PAY will not be responsible for the negotiations between them. Companies are solely responsible for selecting Content Creators and agreeing to the terms and conditions of their contracts.

ZEXEL PAY does not guarantee the quality of the services provided by the Content Creators or the accuracy of the data provided by the Companies.

ZEXEL PAY is committed to ensuring the integrity and accuracy of each consolidated invoice issued in relation to the information received by Users. However, Companies are responsible for reviewing and verifying the information contained in the invoice before proceeding with payment, and Creators are responsible for submitting, reviewing, and verifying the information sent to the Platform to receive charges.

ZEXEL PAY undertakes to correct errors in the invoices issued and issue the necessary corrective invoices. However, it does not assume responsibility for any consequences arising from errors in the original invoices.

ZEXEL PAY is committed to managing refund requests in a timely and professional manner, but will not assume any responsibility for situations that result in the need to make a refund, nor for the consequences derived from such situations.

ZEXEL PAY will not be responsible for the agreements and transactions between the Content Creators and the Companies, as well as for any dispute, claim, or damage resulting from such relationships.

ZEXEL PAY will have the right to investigate and report any of the aforementioned conduct in accordance with the Law, to collaborate with the authorities in the investigation of said actions, and to immediately remove or block any content that is contrary to these Terms and Conditions. Likewise, it reserves the right to suspend or cancel the User's account if it considers that the User has breached the provisions of the Terms and Conditions.

The User will be liable for any damages or losses that ZEXEL PAY, other Users of the Platform, and/or third parties may suffer as a result of the User's failure to comply with the obligations assumed in relation to these Terms and Conditions.

ZEXEL PAY strives to provide a secure and efficient platform for receiving payments and issuing invoices. However, it does not assume any responsibility or obligation in relation to the compliance of the Content Creators with legislation and taxation. In this sense, Content Creators accept that any problems, disputes, sanctions, or legal consequences arising from their failure to comply with laws and regulations are their sole responsibility.

For its part, ZEXEL PAY offers tax advisory services through Zexel Services to help Content Creators understand their tax obligations and comply with regulations. However, it is the responsibility of Content Creators to seek independent tax advice and make informed decisions regarding their tax affairs, and ZEXEL PAY cannot be held responsible in any way for any legal or tax consequences that may arise due to non-compliance with the laws and regulations by Content Creators.

The User will be responsible for deciding whether to use or access third-party websites or applications that are linked from the Platform (hereinafter, the "Referenced Websites"). ZEXEL PAY does not control or endorse such Referenced Websites or the information, materials, products, or services contained in or accessible from the Referenced Websites, and makes no representations or warranties regarding the Referenced Websites. Furthermore, the User's correspondence or business relationships, or participation in promotions of advertisers found on or through the Platform, take place solely between the User and the advertiser. Access to and use of Referenced Websites, including the information, materials, and products and services available on or through Referenced Websites, is solely at the User’s own risk.

ZEXEL PAY will not be responsible for any tax or information obligations that may arise for Users from their activities on the Platform. For the purposes of transactions carried out on the Platform, the Users themselves will be solely responsible for tax reporting obligations, if any arise under applicable legislation.

8. Payment processing

ZEXEL PAY offers payment processing services for Companies to make payments to Content Creators. To provide these services, ZEXEL PAY works with third-party payment service providers.

The Company is responsible for providing accurate payment information and ensuring the availability of funds to complete the payment. ZEXEL PAY is not responsible for errors in the payment process resulting from incorrect or incomplete information provided by the Company.

The Company acknowledges and accepts that transactions made through ZEXEL PAY may be subject to processing fees and applicable taxes, which will be specified before completing the payment.

Payments made by the Company will be received by ZEXEL PAY, which will proceed to distribute the corresponding amounts to the Content Creators. Payments will be processed within the established deadlines and in accordance with the agreements between the Content Creator and the Company.

If a Company cancels a payment or requests a refund after making the transaction, the Company will be responsible for any fees or charges that may arise due to the cancellation or refund. ZEXEL PAY is not responsible for the consequences of such actions.

The User understands and agrees that payments may be subject to delays due to banking processes, payment provider policies, or verification procedures required to ensure the legitimacy of transactions. ZEXEL PAY is not responsible for delays in processing payments caused by third parties or external factors.

In cases of suspected fraud or unauthorized transactions, ZEXEL PAY reserves the right to temporarily hold the payment until additional verification is completed. If fraudulent activity is detected, the corresponding authorities will be notified, and appropriate legal measures will be taken.

Content Creators acknowledge that, depending on their country of residence and applicable tax regulations, payments received through ZEXEL PAY may be subject to withholdings, deductions, or other tax implications. Content Creators are responsible for reviewing and complying with their tax obligations.

By using the payment processing services of ZEXEL PAY, Users accept and agree to comply with these conditions, as well as with the terms and policies of third-party payment providers.

9. Intellectual Property

All intellectual property rights related to the Platform are the exclusive property of ZEXEL PAY.

The unauthorized reproduction, distribution, modification, or use of any content or materials on the Platform is not permitted without the express written consent of ZEXEL PAY.

The User undertakes not to exploit any intellectual, industrial, or any other type of property right embodied in the Platform, its texts, photography, videos, designs, logos, brands, and, without limitation, any other distinctive signs, as well as not to use any type of reverse engineering on the Platform.

10. Personal Data Protection

The User declares to be aware of and compliant with Spanish and European legislation on the protection of personal data, specifically the GDPR, LOPD-GDD, and LSSI.

ZEXEL PAY complies with the corresponding European and Spanish regulations, specifically:
- Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data (hereinafter, “GDPR”).
- Organic Law 3/2018, of December 5, on the Protection of Personal Data and guarantee of digital rights (hereinafter, “LOPD-GDD”).
- Law 34/2002, of July 11, on Information Society Services and Electronic Commerce (hereinafter, “LSSI”).

ZEXEL PAY will process personal data solely to provide the service described here, based on the necessity of processing for the execution of the contract to which the interested party is a party. Additionally, where express consent is given, ZEXEL PAY may send newsletters and information about its services to Users.

ZEXEL PAY guarantees the exercise of the rights of:
- Access
- Rectification
- Deletion
- Opposition
- Limitation
- Portability
- Not to be subject to automated decisions, including profiling

These rights may be exercised by contacting ZEXEL PAY at the postal address indicated in these Terms and Conditions or via email at privacy@zexel.io. If a User or their legal representative believes their rights have not been respected, they may file a complaint with the Spanish Data Protection Agency (www.aepd.es).

11. Modifications

The information on this Platform is current as of the date of its last update. ZEXEL PAY reserves the right to update, modify, or delete information on this Platform, including these Terms and Conditions, the Privacy Policy, or any other related content.

12. Hyperlinks

ZEXEL PAY is not responsible for the use or content of hyperlinks to third-party websites. The existence of such links does not imply that ZEXEL PAY approves, agrees with, guarantees, or recommends the linked websites.

Additionally, third parties who wish to create hyperlinks leading to the ZEXEL PAY Platform must obtain express written consent from ZEXEL PAY. ZEXEL PAY does not assume any responsibility for the use or content of third-party hyperlinks.

13. Nullity

If one or more clauses of these Terms and Conditions are declared void by a final court ruling or arbitration decision, the remaining clauses shall remain in force. In such cases, the affected clause(s) will be replaced with another that preserves the intended effects of these Terms and Conditions.

If an error occurs in the interpretation of any clause, a joint interpretation of the entire document will be made to determine the correct meaning based on the rest of the clauses.

14. Applicable Law and Jurisdiction

These Terms and Conditions are governed by Spanish law. However, in the event of a dispute regarding their interpretation, execution, or validity, jurisdiction will depend on whether the User is a Brand or a Content Creator:

• If the User is a Brand, the competent jurisdiction will be the Courts and Tribunals of the city of Madrid.
• If the User is a Content Creator, the competent jurisdiction will be the Courts and Tribunals of the User's place of residence.

Additionally, in accordance with Regulation (EU) No 524/2013 of the European Parliament and of the Council of May 21, 2013, regarding online consumer dispute resolution, ZEXEL PAY informs Users residing in the European Union that they may access the Online Dispute Resolution Platform developed by the European Commission to seek an extrajudicial resolution of any dispute arising from services provided by ZEXEL PAY.

To access the Online Dispute Resolution Platform, visit: http://ec.europa.eu/consumers/odr/.