0. DEFINITIONS AND INTERPRETATIONS

The following terms will have the meanings and interpretation as detailed below, unless the context clearly indicates otherwise:

1. The Corporation; refers to “GRUPO CORELLIA PROYECTOS GASTRONOMICOS, S.L.”, a company specialised in selection, filtering and training of applicants for the delivery and transportation industry.
2. Service Club; refers to the online marketplace of delivery and transportation workers and opportunity-seekers, created by the “Corporation” where applicants can register, complete their profiles, apply for opportunities, and have their details shared with “Companies”.
3. Couriers; refers jointly or individually to those people who work in the delivery industry seeking work in delivery industry and are registered within the “Service Club Platform”. 
4. Drivers; refers jointly or individually to those people who work in the taxi or ride-hailing industry or seeking work in the taxi or ride-hailing industry and are registered within the “Service Club Platform”.
5. Companies; refers jointly or individually to Companies for whom “Courier/Driver” leads the “Service Club Platform” generates. In other words, those companies which use “Service Club Couriers/Drivers” to perform the delivery of orders or driving of passengers. In this case, “Company”. 
6. Company Account; refers to the Account created by “Service Club” on its platform where they will advertise and publish “Company” open opportunities.
7. Service; refers to Basic service, Standard service, Pro service.
8. Basic service; refers to the service in which “Service Club” provides the “Companies” with unfiltered applicants.
9. Standard service; refers to the service in which “Service Club” provides the “Companies” with “Filtered leads”.
10. Pro service; refers to the service in which “Service Club” provides the “Companies” with “Filtered Leads” who have also became “Onboarded couriers/drivers.” In “Pro service”, “Filtered leads” are moved to the “Company platform” through “Full API integration.”
11. Add-ons; refer to additional payable features the “Company” ordered from “Service Club”.
12. Engagement; refers to any communication between the “Courier/Driver” and the “Company”.
13. Unfiltered leads; refer to those applicants that have not gone through any filtering process that “Filtered leads” go through.
14. Filtered leads; refers to those applicants that applied to “Company’s” opportunities at “Service Club Platform” and have gone through a filtering process by “Service Club” which includes but is not limited to collecting contact details, experience, education, interview via video or telephone and legal document collection. 
15. Onboarded couriers/drivers; refers to those “Filtered leads” which have onboarded the “Company Platform” in order to complete deliveries or trips.
16. Active leads; refers to those “Onboarded couriers/drivers” who have also completed a certain number of pre-agreed  trips/orders within the “Company Platform”.
17. Hidden profile; refers to those “Courier/Driver” profiles in “Standard service” and “Pro service” whose full details are hidden from the “Company”. At this status of the “Courier/Driver” profile, the “Company” can only see sufficient information to verify that the “Courier/Driver” is not a “Duplicate”.
18. Revealed profile; refers to those profiles in “Standard service” and “Pro service” whose full details are revealed.
19. Payable leads; refers to unfiltered leads that are provided to the “Company” in the “Basic service” and refers to “Filtered leads” that are provided to the “Company” in the “Standard service” profile details of which are turned from “Hidden profile” to Revealed profile” by the “Company”. 
20. Maximum limit; refers to the maximum number of leads the “Company” requests every month based on the chosen “Service”. “Maximum limit” is an indicator and not an obligatory target “Service Club” commits to meet.
21. Duplicates; refer to those leads in “Standard service” and “Pro service” that already exist in the “Company Platform” or funnel prior to being offered by “Service Club”. 
22. Service Club Platform; refers to the “Corporation’s” propriety technology to advertise and filter delivery and transportation industry professionals.
23. Company Platform; “Company’s” own “Courier/Driver” onboarding platform or CRM.
24. Export-import; is a manual way of synching the activities of “Service Club Platform” and “Company Platform” through daily downloads and uploads both parties agree to commit to.
25. Full API integration; refers to seamless technological connectivity that allows “Service Club Platform” and “Company Platform”  to automate sharing data.

1. OBJECT

In this Terms and Conditions for “Service Club”’s “Pro Service”, “Service Club’s” main objective is to find and filter “Couriers/Drivers” that match “Companies”’ all pre-agreed requirements and register them with the “Company Platform”. These leads who register with the “Company Platform” are called “Onboarded couriers/drivers”.  

“Service Club” is a marketplace that matches the “Companies’” delivery or driving opportunities with those who are after similar opportunities in the industry. “Service Club” puts parties that are interested in each other in contact as a broker . Therefore, “Service Club” cannot and does not assume any responsibility such as, and not limited to; the conditions of the relationship, the payment of fees to the “Couriers/Drivers“, the fulfilment of their fiscal obligations (if applicable), any expenses that may have incurred, the conduct of the “Company” or the “Courier/Driver/Driver”, among others.

2. REGISTRATION PROCESS

“Service Club” will create a public account for the “Company” in the “Service Club Platform” with their company name, website, corporate images, videos, and company description. The “Company” gives “Service Club” the right to create content for, promote, publish and share open positions they have within “Service Club Platform” and in other network sites and events, online and offline.

The details of the information that “Service Club” collects and how it is used, stored, transferred, or disclosed are detailed in “Service Club” Privacy Policy available both in the Application and on the website www.serviceclub.com, which is an integral part of these “Conditions”. 

The “Company” will place a post with “Service Club” outlining exact requirements in terms of “Courier’s/Driver’s” location, experience, education, legal documents, vehicle ownership and training. The “Company” will also set the “Maximum limit” for each of the opportunity posted every 30 days for “Service Club” to follow. ”Maximum limit” must be set within 7 days of signing this agreement.

 “Service Club” will endeavour to provide the “Company” with the “Onboarded couriers/drivers” in line with the “Maximum limit” set by the “Company”. If and when “Service Club” reaches the “Maximum limit” earlier than the end of the 30-day period, “Service Club” will stop providing the “Service” until the beginning of the next 30-day period and will notify the “Company” to check if the “Company” would like to increase the “Maximum limit” or pause until the next 30-day period. The “Company” can decrease the “Maximum limit” once every 30 days. The “Company” can increase the “Maximum limit” at any time.

The “Company” agrees to commit to a “Full API integration” between the “Company Platform” and “Service Club Platform.”

 “Service Club” will present all “Filtered Leads” that expressed interest to work for the open opportunities published in the “Company Platform” by the 3rd parties to the “Company” via a password protected account. In “Pro service”, the “Company” has the right to reject a “Filtered Lead” while the “Filtered Lead” is still “Hidden profile” and only on the basis that the “Filtered Lead” is a “Duplicate”, in other words an existing “Courier/Driver” of the “Company”, as long as they can provide proof that the “Courier/Driver” registration date with the “Company Platform” is earlier than the date on which the “Filtered Lead” applied to the “Company” through “Service Club” and the “Courier/Driver” is still an “Active Courier/Driver” of the “Company” meaning the “Courier/Driver” has completed at least one trip/order for the “Company” in the last 6 months. Once a “Hidden profile” is turned to “Revealed profile”, the “Filtered lead” becomes “Payable lead”. If a “Filtered lead” remains as a “Hidden profile” for more than 48 hours (excluding weekends), the “Filtered lead” becomes “Payable lead”. 

After a “Hidden profile” is turned to “Revealed profile” by the “Company”, the “Company” guarantees to carefully analyse the “Filtered Lead” and send the lead the necessary registration paperwork unless the lead is rejected for one of the valid reasons listed in the “Service Club Platform” including missing documents and information. In this case, “Service Club” will either remove the lead from the “Company” account or fix the reason for the rejection. The “Company” guarantees to update daily the candidate status field of each lead’s profile in “Service Club Platform” manually or through “Full API integration”. 

From the moment a “Filtered Lead” is shared with the “Company”, the “Company” has 10 days in total to complete the entire acquisition process of a “Courier”; including contacting, any checks, contract signing, and Onboarding. The date of the Onboarding session must take place within this 10-day period. If completion of the acquisition process takes longer than 10 days for a “Courier/Driver” that is not rejected using the “Service Club Platform” for one of the valid reasons listed, the “Courier/Driver” becomes payable.  The “Company” has the right decide how to distribute their 10-day processing time. “Couriers/Drivers” that remain in the same status at “Service Club Platform” for more than 48 to 96 hours [depending on the agreed time-frames for each status] become “Payable leads”. The “Company” guarantees to mark those registered leads “Onboarded” on the day or latest next day of the onboarding. Every lead engaged by the “Company” but left unprocessed in the funnel for more than 48 to 96 hours is “Payable lead”. 

The following “Filtered leads” are also “Payable leads”:

The “Filtered lead” was dormant in the “Company” system for 6 months and was reactivated by “Service Club”.

The “Filtered lead” has left the “Company” and re-applied to register through “Service Club”.

The “Filtered lead” is registered by the “Company” in another position other than “Courier/Driver”.

The “Filtered lead” that manages his/her own fleet; in this case each member of the “Filtered Lead’s” fleet is also “Payable lead”.

The “Company” gives “Service Club” the right to create content for, promote, publish and share open positions they have within “Service Club Platform” and in other network sites and events, online and offline.

3. COMPLAINTS POLICY

All complaints regarding “Service Club” must be sent to [email protected]. “Service Club” will acknowledge the “Company” complaint on the same day and aim to resolve within SEVEN (7) DAYS where possible. Certain complaints may require detailed investigation; in those cases, “Service Club” will give you an update in SEVEN (7) days and will set, where possible, a new deadline to respond.

4. FEES & PAYMENT TERMS

The fees paid by the “Company” to “Service Club” are not considered as “Courier/Driver” salaries. Apart from the payment of “Service Club” fees, the “Company” is obliged to pay the “Courier/Driver” the amount stipulated in the offer posted on the “Service Club Platform”. The fees applicable as of today can be found on our website: https://serviceclub.com/fees 

 

Prices are exclusive of VAT.  The fees above may change due to market conditions; the “Company” will always see the most up-to-date cost of a lead from the “Service Club Platform” prior to setting their “Maximum Limit”.  “Service Club Platform” will issue an automatic invoice every 15 days from the date on which the first lead was provided to the “Company”. The invoice will be for all the leads provided in the last 15 days and will have a payment term of 14 days.  “Service Club” will only invoice the “Company” for the actual number of leads provided and not for the “Maximum limit” set by the “Company” if the “Maximum limit” was not reached. The “Company” has the right to change their “Maximum limit” once in every 30 days. 

5. DISCLAIMER OF WARRANTIES

The “Company” agrees and acknowledges that the “Service Club Platform” and all information are provided on an “as is” and “as available” basis without any express warranties or representations. “Service Club” is not responsible and makes no representations or warranties on the “Service Club Platform” nor that it functions without interruption or error in functioning. “Service Club” disclaims all liability for damages caused by and such interruption or error in functioning. Furthermore, “Service Club” disclaims all liability for any malfunctioning, impossibility of access or poor use conditions of the “Service Club Platform” due to inappropriate equipment, disturbances related to internet service providers or to the saturation of the internet network, and for any other reason. “Service Club” makes no warranty that the “Service Club Platform” or any server through which you access the “Service Club Platform” is free of viruses or other harmful components. Any content or material downloaded or obtained through the use of the “Service Club Platform” is at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such content or material. “Service Club” makes no representations or warranties that there will be any minimum number of users with resumes or companies with offers on the “Service Club Platform”, and that the information disclosed by the users with resumes or companies with offers is accurate, up-to-date and reliable. “Service Club” makes no representations or warranties that any resume, opportunity posted, news document, advertisement or other content or communication will be viewed by a minimum or defined number of users or by any specific user, and that your requirements or expectations on the quantity or quality of applicants will be met.

6. TERM AND EXPIRY

“Start date” of this agreement is the day these terms and conditions are accepted. The “Company” hereby guarantees to provide “Service Club” with all the information, tools and
materials needed for “Service Club” to perform its services within 24 hours (1 working day) of accepting these terms and conditions. Your first lead may arrive to your account within a week after the kick-off meeting during which “Service Club” will create the “Company” account, create posts for open opportunities, set up the necessary teams and start marketing optimisation. This is a rolling contract with no minimum period and can be terminated by both parties with 30 days notice.

7. SERVICE CLUB LIABILITY

“Service Club” acts as a broker between “Couriers/Drivers” and “Companies”. It performs as a marketplace platform that matches up different delivery and driving professionals in accordance with their requirements.

According to the aforementioned, “Service Club” is not responsible in any case from the following matters:

• From any dispute between the “Company” and the “Couriers/Drivers”.
• From any “Courier’s’/Driver’s” conduct. 
• From the accuracy of the information and the authenticity of the documentation uploaded in the “Company” profile. 
• From any comment or content left in our website that violates applicable laws, rules or regulations, is offensive or illegal, or damages the reputation of “Companies” unless the “Company” requested the content to be taken down, or the “Company Platform”, or violates the rights of, or harms or threatens the safety of users.
• In the absence of “Pro service” which comes with “Full API integration”,  “Courier’s/Driver’s” refusal to onboard to the fleet of the “Company” manually and/or not completing their application in the “Company Platform” or CRM after being introduced to the “Company”. 
• Unless otherwise agreed in writing, legal document validation with the relevant authorities, contract signing process, full Courier/Driver” induction to the “Company”, training, and onboarding.
• From inability to generate leads in a geographical region. While every effort will be made to find “Couriers/Drivers” in remote areas, no guarantee is offered to the “Company” as the success of our campaigns depend on various variables such as the market conditions, offered terms by the “Company”, targets Courier/Driver” numbers, and support “Service Club” receives from the “Company” throughout the recruitment process.
• While “Service Club” will make every effort to work towards the “Maximum limit” set by the “Company”, depending on the variables mentioned in the previous bullet point, “Service Club” is not liable for not meeting such indicators.

8. COMPANY LIABILITY

• The “Company” hereby guarantees to provide “Service Club” with all tools and materials needed for “Service Club” to perform its services 15 working days prior to the date the first round of “Couriers/Drivers” are needed. These tools and materials include but are not limited to job ads in the correct language, “Courier/Driver” contracts (if “Service Club” is assigned to send them), a set onboarding date, time and place and responses to the FAQs. If “Service Club” Couriers/Drivers” cannot be engaged with and therefore onboarded within the 48 hours of lead being generated due to one of these tools and materials missing, generated leads are still payable.
• The “Company” is responsible for enabling “Courier/Driver” onboarding spread over multiple days. The “Company” accepts that mass onboarding of large numbers of “Courier/Driver” may not be possible due to applicant volumes and competitiveness of the local market and therefore guarantees to onboard Couriers/Drivers” in the speed and intervals “Service Club” is able to generate leads.

Neither party shall be liable to the other for any indirect, incidental, consequential, punitive, or special damages whatsoever (including without limitation, any damages claimed for business interruption, loss of income, loss of data, loss of use or performance of any products, revenue, or profits or for loss of goodwill) arising from or related to services provided pursuant to this agreement.

9. CONFIDENTIALITY

In order to preserve the confidentiality and trade secrets of any “Company” and “Service Club” and without prejudice to any other duty, it’s agreed that, during and after any “Engagement“, neither Party will disclose or use for their own benefit or that of third parties, any “Confidential Information“. Also it is agreed that, at any time, neither “Party” will make any copy, extract or summary, either in whole or in part, of any document or information belonging to the “Company” or “Service Club“, except when it is necessary to do so in the course of an “Engagement“, in which case said copy, extract or summary would be the property of the “Company” or of “Service Club“. This Clause does not apply to information that is in the public domain, or information not being considered as public domain but is known due to breach of this clause or due to the breach of any other obligation of confidentiality, or information whose transmission or disclosure has been ordered by competent courts or tribunals.

10. APPLICABLE LAW

The relationship between “Service Club” and the “Company” will be governed and construed in accordance with these “Conditions” as well as in accordance with Spanish law.