General Terms of Contract — Advertising (B2B)
Holder/Provider: MuseumMate, S.L.U. (“TWOP”) — C/ Arlabán, 7 – 8th floor, 28014 Madrid (Spain). CIF: ESB88168299.
Contact: business.ads@twop.app
Scope: contracting for spaces, formats and advertising services in the TWOP ecosystem (web, apps, newsletters or other media operated by TWOP).
Effective date: at the moment of ticking the acceptance box in the partner Ads form, or upon approving an Insertion Order (OI), whichever occurs first.
1. Definitions
Advertiser: company or professional who contracts advertising on TWOP.
Agency: third party acting on behalf of the Advertiser.
OI/Insertion Order: document/digital flow with format(s), location/placement, geographical scope, dates, price/rate, budget, KPIs, frequency limits, invoicing and specific conditions.
TWOP Metrics: records of impressions, visibility, views, clicks, conversions, and anti-fraud indicators generated by TWOP systems.
Guaranteed / Non-guaranteed inventory: as specified in OI.
Materials: creatives, trademarks, audio, video, landings, measurement tags, and any other contributions from the client.
2. Acceptance, documentary priority and duration
2.1. These Conditions govern from the first click of acceptance in the partner Ads form and for the entire life cycle of the B2B relationship (including trials, budgets and negotiations).
2.2. In the event of conflict: OI (1st) → these Conditions (2nd) → Advertising Policies and Content of TWOP (3rd) → any client document (4th), with general conditions of the client expressly excluded unless written acceptance from TWOP is obtained.
2.3. TWOP may modify these Conditions with reasonable notice (publication on the web and/or email). Continued use/contracting implies acceptance.
3. Rates, invoicing and payments
3.1. Pricing model: CPM/CPV/CPC/Flat Fee, based on format, geographical scope, and placement (e.g., main feed, search, experience detail, profiles, sponsorships, TopView/Takeover).
3.2. Prices: exclusive of tax; relevant taxes (VAT or others) will be applied. TWOP can update prices for future campaigns and apply surcharges for premium inventory, season, and advanced segments.
3.3. Payment: by default prepaid. Automatic payment modes or monthly billing require risk approval and may be revoked at any time.
3.4. Deposits/guarantees: TWOP may require a deposit or guarantee prior for risk campaigns.
3.5. Default: after 15 days of non-payment, legal interests, recovery costs, and immediate suspension of campaigns will apply.
3.6. Agency – “sequential liability”: if TWOP authorizes it in OI, the Agency is liable up to what has effectively been collected from the Advertiser; otherwise, both Agency and Advertiser are jointly liable to TWOP.
4. Delivery, measurement, discrepancies, and invalid traffic
4.1. Binding metrics: unless manifest error, the TWOP Metrics govern invoicing. Discrepancies ≤10% with external verifiers are considered normal; if >10% and substantiated, TWOP may offer makegood, reallocation, or commercial credit as the only remedy.
4.2. Inventory: planning is estimative unless guaranteed inventory; TWOP may relocate delivery to equivalent placements and adjust pacing/caps to optimize performance.
4.3. IVT/anti-fraud: TWOP applies its own controls; third-party reports are advisory. Adjustments will only be made if TWOP confirms IVT within 7 days from delivery.
4.4. Verification: IAS/MOAT tags or others require technical approval; TWOP may disable them if they degrade performance/privacy.
5. Materials, approval and policies
5.1. The client guarantees ownership/licenses (IP, image, music), legality of the sector, truthfulness and compliance with regulations.
5.2. TWOP may reject/pause/remove creatives, segments, or landings for non-compliance with laws, advertising policies/restricted categories, or due to reputational risk to TWOP or its communities.
5.3. Landings: must be consistent with the ad, mobile-friendly, with a visible privacy policy and no deceptive practices.
6. Targeting, brand safety and limitations
6.1. TWOP will apply reasonable brand safety filters and negative lists.
6.2. No guarantee is provided for appearing alongside specific content/context unless expressly stipulated in OI.
6.3. TWOP may exclude locations/UGC or audiences for safety, compliance or quality.
7. Cancellations, modifications and force majeure
7.1. Client:
Non-guaranteed inventory: cancelable with 7 days; served inventory will be invoiced.
Guaranteed inventory/packages: cancelable with 14 days and a 25% fee on the remaining amount, in addition to served inventory.
7.2. TWOP: may modify/pause/cancel for non-payment, non-compliance, fraud, technical risks, authority orders or force majeure. Remedy, if applicable: makegood, reallocation, or pro-rated credit.
7.3. TWOP will not be liable for external causes (failure of suppliers, CDNs, stores, changes in OS/policies, etc.).
8. Regulatory compliance and data
8.1. The client will comply with advertising, consumption, competition, minors, sanctions/export, GDPR/ePrivacy, DSA, and sector regulations.
8.2. It is prohibited to inject tags that capture personal data without a legitimate basis and TWOP's authorization.
8.3. TWOP respects ATT/IDFA in iOS, AAID/“Limit Ad Tracking” in Android, and CMP (IAB TCF 2.2) + Consent Mode v2 on the web.
8.4. Shared data: the client may not use data derived from TWOP to build cross-app profiles or for re-identification.
9. Intellectual property and licenses
The client grants TWOP a worldwide, non-exclusive and free license to host, reproduce, adapt, communicate and optimize Materials during the campaign and for case studies (screenshots/reels) and archiving. The client shall keep TWOP indemnified against third-party claims.
10. Warranties, indemnity and limitation of liability
10.1. The client warrants that advertisements are not unlawful, do not infringe rights, do not mislead, or violate policies.
10.2. The client will indemnify and hold TWOP (and its staff/affiliates) harmless from any claim, penalty, damage, cost or expense (including legal fees) arising from advertisements, their products/services, landings, or breaches by the client/agency.
10.3. TWOP provides the service “as is” and does not guarantee results (sales, leads, notoriety).
10.4. Limit: TWOP's total liability per campaign is limited to the lesser of (i) the net amount effectively paid to TWOP for the affected campaign in the last 12 months, or (ii) €50,000; excluding indirect damages, loss of profits and data loss, unless fraud or gross negligence.
11. Confidentiality, communication and brand use
11.1. The parties shall maintain confidentiality regarding non-public information.
11.2. TWOP may mention the client as an advertiser and show logos in client/case study listings (the client may oppose in writing for reasonable grounds).
12. Assignment, subcontracting and audit
12.1. TWOP may subcontract and assign its contractual position in corporate transactions, prior notice given.
12.2. TWOP may conduct reasonable audits (or request certifications) regarding creatives/landings in regulated sectors.
13. Applicable law and jurisdiction
Spanish law. Exclusive jurisdiction: Courts of Madrid (B2B professional relationship).
GENERAL CONTRACTING CONDITIONS — EXPERIENCES (B2B: CREATOR/PROMOTER)
Holder/Platform: MuseumMate, S.L.U. (“TWOP”).
Scope: publication, marketing, and dispersal in TWOP of experiences/activities offered by Creators/Promoters.
Effective date: at the moment of ticking the acceptance box in the partner Experiences form, or upon publishing/activating a listing, whichever occurs first.
1. Role of TWOP and contract with the client
1.1. TWOP acts as a mediating platform and/or commercial agent facilitating the sale and collection of experiences.
1.2. The service contract for the experience is made between the Creator/Provider and the Client; TWOP is not a party to that contract.
1.3. The Creator is solely responsible for the execution, safety, licenses/insurance, staff, quality, compliance with regulations, and customer service during the experience.
2. Economic Definitions
Gross Selling Price (PBV): price displayed to the Client excluding indirect taxes (VAT/IGIC) and excluding gateway fees.
TWOP Commission: 20% of the PBV for each confirmed and non-refundable sale.
Processing Costs: gateway fees, chargebacks, currency conversion, and other financial costs.
Discounts: “from the Creator” (funded by them) vs. “from TWOP”.
3. Price, discounts and parity
3.1. The Creator sets the PBV. TWOP may propose promotions and campaigns.
3.2. Commission calculation:
If the Creator funds the discount ⇒ the Commission (20%) is calculated on the PBV without discount.
If the discount is funded by TWOP ⇒ the Commission is calculated on the amount effectively paid by the Client.
3.3. Parity: the Creator guarantees that the price/conditions in TWOP will not be less favourable than in their direct or third-party channels for the same experience and date, unless written agreements exist.
4. Collections, settlements, reserves and offsets
4.1. TWOP will charge the Client and retain: (i) TWOP Commission (20%), (ii) Processing Costs, and (iii) applicable taxes/withholdings.
4.2. Settlement to the Creator of the net amount remaining with monthly frequency (unless otherwise agreed), after passing KYC/KYB.
4.3. Risk Reserve: TWOP may hold up to 20% of sales for the period for up to 180 days to cover refunds, claims, and chargebacks.
4.4. Offset: TWOP may offset amounts owed by the Creator (e.g., refunds, penalties, fines) with future settlements or direct charges.
5. Listings, standards and quality control
5.1. The Creator will provide true and complete information: description, requirements, schedule/timings, meeting point, insurance/licenses, age/health restrictions, accessibility, and cancellation policy.
5.2. TWOP may edit, reorder, highlight, declassify or unpublish listings for quality, safety, compliance or reputation reasons, and request evidence (insurance, permits, protocols).
5.3. SLAs: the Creator will respond to incidents or messages from TWOP and Clients within <24 h (or immediately for activities close to their date).
6. Cancellations, no-shows and refunds
6.1. Default policy (if the listing does not indicate otherwise accepted by TWOP):
100% refund if the Client cancels with >24 h.
No refund if cancelling with ≤24 h or no-show.
6.2. Cancellation by the Creator (without force majeure): full refund to the Client; TWOP may penalize the Creator with 10% of the canceled PBV and declassify the listing.
6.3. Chargebacks and disputes: chargebacks will be deducted from future settlements. The Creator will provide evidence of service (lists/signatures, photos, GPS, etc.).
6.4. TWOP may, at its reasonable discretion, authorize refunds to the Client for defective service or safety risks, charging them to the Creator.
7. Safety, licenses and insurance
7.1. The Creator will comply with all applicable regulations (tourism, consumption, accessibility, minors, health/safety, transport, environment) and maintain sufficient insurance (minimum liability €1,000,000 per incident; €1,500,000 for risk activities).
7.2. Safety briefing, crowd occupancy ratios, and weather plans are mandatory when applicable.
7.3. Serious incidents must be reported to TWOP within <24 h with facts and measures taken.
8. Customer Service and complaints
8.1. The Creator is responsible for customer service before/during/after the experience.
8.2. TWOP may intervene as a courtesy mediator, without assuming obligation.
8.3. TWOP may withhold settlements in reserve while relevant incidents are resolved.
9. Conduct and anti-circumvention
9.1. Disintermediation is prohibited: do not direct TWOP Clients to external channels during the booking/service execution process of the published experience.
9.2. Data collection of Clients beyond what is necessary for the service and against the Privacy Policy of TWOP is prohibited.
10. Intellectual property and licenses
10.1. The Creator grants TWOP a worldwide, non-exclusive and free license to host, reproduce, adapt, communicate and promote listings, brands and materials (including SEO/ASO and internal campaigns).
10.2. The Creator guarantees rights and will keep TWOP indemnified from third-party claims regarding IP/image/music.
11. Data and privacy
11.1. In general, TWOP and the Creator act as independent controllers:
TWOP: platform, payments, support, mediation.
Creator: service of the experience and processing of data necessary for its execution.
11.2. If TWOP processes data only on behalf of the Creator (e.g., integrations), a DPA (data processing agreement) will be signed.
11.3. The Creator will process only the minimum data and implement appropriate security measures.
12. Warranties, disclaimers and indemnity
12.1. The Creator warrants: (i) legality of the activity, (ii) adequacy of staff and equipment, (iii) truthfulness of published information, (iv) legal compliance, and (v) existence and validity of required insurance.
12.2. Exemption for TWOP: TWOP is not the organizer or part of the contract with the Client; it assumes no liability for accidents, damages, delays, cancellations, weather incidents, transport, conduct of participants or third parties, nor for the quality or suitability of the experience, without prejudice to its inalienable legal obligations.
12.3. Indemnity: the Creator will indemnify TWOP (and its personnel/affiliates) from any claim, penalty, damage, cost or expense (including legal fees) arising from: (i) the experience, (ii) legal or contractual breaches, (iii) incidents, and (iv) content/materials from the Creator.
13. Limitation of liability of TWOP (B2B)
The total liability of TWOP to the Creator is limited to the total commissions effectively retained by TWOP regarding the claimed experience in the last 12 months; in no case will it be liable for indirect damages, loss of profits, or loss of reputation, unless due to fraud or gross negligence.
14. Suspension and termination
14.1. TWOP may suspend/unpublish listings or terminate the relationship for: (i) non-compliance, (ii) fraud or security risks, (iii) insufficient quality levels, (iv) non-payment of penalties, or (v) legal requirements.
14.2. Termination does not affect pending settlements, reserves, and offsets nor obligations of confidentiality and intellectual property.
15. Confidentiality and business references
15.1. The parties will keep confidential non-public information.
15.2. TWOP may mention the Creator as a partner and display their brand in listings/case studies, unless there is reasoned written opposition.
16. Additional compliance
Anti-corruption and sanctions: the Creator declares that they are not on sanction lists and will not offer payments or undue advantages (applicable anti-corruption laws).
Export control: experiences will not violate export restrictions/sanctions.
17. Applicable law and jurisdiction
Spanish law. Exclusive jurisdiction: Courts of Madrid (B2B professional relationship).
Language: these terms are governed by their Spanish version.
18. Miscellaneous
Severability: the invalidity of one clause will not affect the rest.
No waiver: the failure to exercise a right does not imply waiver.
Assignment: the Creator may not assign without TWOP's written consent; TWOP may assign/subcontract with prior notice.
Entire agreement: these Conditions, along with the listing/OI and referenced policies, constitute the entire agreement.
