Terms and conditions of service

GENERAL TERMS AND CONDITIONS OF CONTRACTING

Introduction

This contractual document governs the General Terms and Conditions for the contracting of services provided by B2Brouter Global S.L. (hereinafter, the “Terms”) through the website B2Brouter.net, owned by B2Brouter Global, S.L. (hereinafter, “B2Brouter”), under the commercial brand B2Brouter. Contact details are provided in the Legal Notice on this website. Any individual agreement or special conditions that may be established in each case shall always prevail over these Terms and Conditions.

B2Brouter is a professional product intended exclusively for business users, whether natural or legal persons, engaged in an economic activity. B2Brouter is not distributed to natural persons for exclusively personal or domestic use. In any case, B2Brouter reserves the right to verify the existence of this requirement.

These Terms shall remain published on the website and available to the USER for reproduction and storage as confirmation of the contract and may be modified at any time by B2Brouter. It is the USER’s responsibility to read them periodically, as the terms in force at the time of placing an order shall be applicable.

Acceptance of this document implies that the USER:

Has read, understands, and comprehends the provisions herein.
Is a person with sufficient legal capacity to enter into contracts.
Accepts all the obligations set forth herein.

These Terms shall have an indefinite validity period and shall apply to all services contracted through the website B2Brouter.net.

B2Brouter informs that it is a responsible service provider and is familiar with the laws and regulations in force in the countries to which it provides services, and reserves the right to unilaterally modify these Terms and Conditions, without affecting services or promotions contracted prior to such modifications.

Definitions

For the purposes of these Terms, the following expressions shall have the meanings set out below:

“B2Brouter”: refers to B2Brouter Global, S.L., provider and owner of the platform and the brand.
“USER”: any natural or legal person acting for professional or business purposes who registers, accesses, or uses the services offered through the B2Brouter platform.
“Platform”: the online environment accessible via B2Brouter.net that enables USERS to send, receive, manage, and store electronic documents.
“Service(s)”: the functionalities, tools, and features provided by B2Brouter under any of its subscription plans.
“Subscription Plan” or “Plan”: any of the service tiers offered by B2Brouter (Basic, Professional, Business, or eDocExchange) under the conditions and prices published on the website.
“Transaction”: means any measurable and billable event corresponding to the sending or receiving of an electronic document through the B2Brouter platform. Each transaction may include validation, transformation, registration, and transmission of the document to ensure compliance with applicable technical and legal standards. Tax reports automatically generated and transmitted to public authorities are counted as separate transactions.
“Contract”: the legally binding relationship established between the USER and B2Brouter upon acceptance of these Terms.
“Data” or “User Data”: all information, files, or documents uploaded or generated by the USER within the Platform.
“Working Day”: any day except Saturdays, Sundays, and official public holidays in Spain.

Service Description

B2Brouter is a platform that enables USERS to send and receive electronic documents such as invoices. Among other features, it offers tools for the storage and visualization of invoices, access control, and delegated electronic signature or signature using the user’s own certificate.

The B2Brouter platform offers registered USERS a free basic service for issuing and sending electronic invoices.

Additionally, by paying a fee, the platform offers supplementary document management services such as format conversion, management of invoice sending and receiving channels, storage, tax reporting, international electronic invoicing, and integration with management systems.

Identification of the Contracting Parties

On the one hand, the provider of the services contracted by the USER is B2Brouter Global, S.L. (hereinafter “B2Brouter”), with its registered office at Av. Diagonal 433, 1-1, Spanish Tax ID (NIF) B63276174.

On the other hand, the USER, who is registered on the website and responsible for the accuracy of the personal data provided to B2Brouter.

Purpose of the Contract

The purpose of this contract is to regulate the contractual relationship for the provision of services between B2Brouter and the USER, established at the time the USER accepts the corresponding checkbox during the online contracting process or signs the commercial proposal.

The contractual relationship for the provision of services entails compensation payable by the client in favor of B2Brouter for the services rendered under the Professional, Business, and eDocExchange subscription plans.

The Basic plans offered by B2Brouter do not involve payment but have limited functionalities compared to the paid plans.

Correction of Data

If the USER identifies any errors in the data published on the website or in documents generated through the contractual relationship, they may notify B2Brouter at gdpr@b2brouter.net so the company can correct them as soon as possible.

The USER may keep their information up to date by accessing their user account within the contracted platform.

Contracting Procedure

To access the services offered by B2Brouter, the USER must be:

A natural person of legal age and/or with legal capacity;
A legal entity duly incorporated and registered under the law to operate in the market;
Correctly complete the registration process to open an account.

B2Brouter’s services are only available after the creation of a user account.

The USER must freely and voluntarily provide the requested personal data, which will be processed in accordance with the provisions of Regulation (EU) 2016/679 of 27 April 2016 (GDPR) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as detailed in the Legal Notice and the Privacy Policy of this website, as well as other applicable regulations.

The contracting process shall follow the steps below:

General Terms of Contracting
User Accounts
2.1. Account Opening
2.2. Identification
2.3. Account Termination or Restriction
Subscription Plans
3.1. Basic
3.2. Professional
3.3. Business
3.4. eDocExchange
3.5. Downgrade to Basic Plan
Payment Methods
4.1. Automatic Renewal and Subscription Cancellation
Refund Policy
Liability and Warranties
6.1. General System Operation
6.2. Use of Content
6.3. Use of the Peppol network
Service Maintenance and Updates
7 BIS. Force Majeure
Term and Renewal
Authorization for Electronic Invoicing
Client Responsabilities and Legal Compliance
Confidentiality
Data Retention and Post-Termination Handling
Intellectual Property Rights
Termination Clauses
Notices and Communications
Assignment
Severability, Warranties and Disclaimers
Applicable Law and Jurisdiction
Legal Annexes

1. GENERAL TERMS OF CONTRACTING

Unless otherwise agreed in writing, the contracting of the service with B2Brouter shall imply the USER’s acceptance of these legal terms. No provision made by the USER may differ from those of B2Brouter Global unless expressly accepted in advance and in writing by B2Brouter Global.

2. USER ACCOUNTS

2.1. Account Opening

To open a user account and successfully complete the registration, the USER must:

Provide first and last name, email address, and choose a password. With the email and password, USERS can log in and use the services.
Accept these Terms and Conditions.

The USER will receive an email after completing the registration process to validate and confirm the accuracy of the information provided. Once validated, the USER may use the services on the B2Brouter platform.

2.2. Identification

To log in and use B2Brouter’s services, USERS must identify themselves with:

The email address used during registration.
The password chosen during registration.

The USER is responsible for securely storing the password and must notify B2Brouter immediately if it is stolen, lost, or misused by third parties via the “Support” section. Failure to do so will render the USER responsible for any resulting unauthorized or improper use.

B2Brouter provides a two-factor authentication mechanism, which is recommended for all users in order to prevent security issues.

2.3. Account Termination or Restriction

USERS may cancel or delete their accounts at any time through the personal support area. B2Brouter Global reserves the right to terminate or restrict functionalities of an account without prior notice if it suspects or confirms that the account is being used for illegal purposes or in breach of the contract between the USER and B2Brouter Global.

3. SUBSCRIPTION PLANS

B2Brouter Global offers four different subscription plans designed to meet the needs of various types of businesses:

Basic (free)
Professional (Premium)
Business (Premium)
eDocExchange (Enterprise)

The services included in each plan are those displayed on the website at the time the USERS subscribe.

The pricing of the eDocExchange subscription plan is determined by the volume of transactions and will be specified at the time of subscription and according to the tier selected by the USER. Prices for all other Premium plans are specified on the website next to each plan’s description.

For more information about pricing and the details of each service available on the B2Brouter Global platform, please contact us.

3.1. Basic

The Basic Plan is a free subscription plan that enables businesses to use the basic features of the B2Brouter platform. This plan includes the following functionalities:

Issuance of electronic invoices addressed to both Public Administrations and private companies.
Viewing and downloading documents sent from the platform.
Delegated electronic signing of invoices, without the need for a personal digital certificate.

This plan is subject to the following limitations:

Contact registration limit: Each Basic Plan account can register a maximum number of contacts, as indicated in the updated plan description available on the B2Brouter website.
If the user wishes to exceed this limit, they must upgrade to a higher plan (such as the Professional or Business Plan), which allows for more contacts and access to additional functionalities.
Transaction limit: Each account may carry out a limited number of transactions per calendar year.
Functionality limit: Basic accounts cannot issue cross-border invoices, attach documents to invoices, use the product catalogue, or access the quotation module, among other advanced features of the platform.

3.2. Professional

The Professional Plan is specifically designed for small businesses, self-employed professionals, and traders who require more comprehensive management of their electronic invoicing.

In addition to all the features included in the Basic Plan, this plan offers the following additional benefits:

Invoice storage for the legal period within the platform, meeting legal retention requirements.
Attachment of supporting documents to electronic invoices.
Creation of corrective invoices in accordance with current regulations.
Import of invoices in XML format to facilitate integration with other systems.
Authorization of SEPA mandates to manage payments via direct debit.
Invoice signing using a personal digital certificate for enhanced security and legal validity.
Creation and delivery of quotes directly from the platform.
Unlimited tax reports to meet tax obligations without restrictions.
Priority customer support with reduced response times.

This plan is aimed at users who need greater operational flexibility, extended regulatory compliance, and preferred support.

3.3. Business

The Business Plan is aimed at small and medium-sized enterprises (SMEs) that require advanced document management and international connectivity for their invoicing and commercial processes.

This plan includes all the functionalities of the Basic Plan and the Professional Plan, and adds additional capabilities specifically designed to automate processes and facilitate interoperability, including:

It allows for the reception of electronic orders
Automatic order to invoice conversion
Full connectivity with the international PEPPOL network
Export invoices in CSV format, which facilitates their accounting processing or integration with other systems,
Management of a catalogue of products and services, simplifying document creation and improving consistency in commercial information.
Management of labels and despatch advices

3.4. eDocExchange

eDocExchange is a service aimed at companies with a high volume of transactions and advanced integration needs, designed to automate and scale the processes of issuing and receiving electronic documents in demanding professional environments.

This service includes all the functionalities covered in the previous subscription plans (Basic, Professional, and Business), and expands its capabilities through enterprise-level features, among which the following stand out:

Advanced integration with ERP systems or proprietary billing platforms via our API, allowing direct and automated communication with B2Brouter.
The service enables mass document import and is compatible with multiple formats and standards recognized in the sector, such as EDI, CSV, XML, among others. It also supports the sending and receiving of electronic documents through various delivery channels, including PEPPOL, EDI, and email.
eDocExchange allows multiple accounts to be managed under a single subscription, with a fixed additional cost for each added account. Each account is bound to a single company, and the companies that can be added into a single subscription are companies belonging to the same corporation.

The service subscription is established based on the number of transactions contracted for a given period. Transactions may be consumed freely during that period starting from the activation date. If the CLIENT exceeds the contracted volume, the excess transactions will be invoiced at the end of the period in accordance with the current rate. Unused transactions during the validity period will not be refunded.

The CLIENT will receive notifications regarding the consumption level reached and may, if desired, request a tier change before reaching the maximum limit.

Tier change conditions

Only one tier change per contracted period is allowed.
If requesting a downgrade, only one level down is permitted.
The change takes effect once the new tier is confirmed by the user, which updates the subscription date and triggers immediate billing for the new tier.
If excess transactions are detected during the tier change, the surplus will be billed along with the new tier price.

3.5. Downgrade to Basic Plan

Paid subscription plans (Professional, Business or eDocExchange) will automatically revert to the Basic plan once the renewal period expires, unless USERS renew on time.

4. PAYMENT METHODS

If you have opted for a paid plan, you may select one of the payment methods available on the platform to subscribe to the service. These are credit card, direct debit or bank transfer. The latter two options are subject to verification by our administrative department to properly activate the service.

1. Credit card: any fee paid by credit card is charged immediately. Consequently, the selected subscription will be automatically activated and the corresponding invoice will be issued. If you do not receive the invoice, you can retrieve it from your B2Brouter account under Expenses / Received invoices.

2. Direct debit: if you choose this payment method, a SEPA mandate will be provided for you to complete, sign, and upload to the portal. B2Brouter will receive the request, validate the information, and activate the subscription. Once the selected subscription has been activated, the corresponding invoice will be generated and sent. If you do not receive the invoice, you can retrieve it from your B2Brouter account under Expenses / Received invoices.

3. Bank transfer: if you choose this option, the platform will prompt you to upload proof of payment to your account. Payments must be made to the IBAN account displayed on the platform. Upon receiving the proof of payment, B2Brouter Global will activate the selected subscription, and the corresponding invoice will be generated and sent. If you do not receive the invoice, you can retrieve it from your B2Brouter Global account under Expenses / Received invoices. This payment method does not enable automatic renewal of subscriptions by default. Therefore, to maintain your subscription, you must manually renew it each year by paying the applicable fee.

4.1. Automatic renewal and subscription cancellation

Regardless of the payment method chosen when subscribing to a Premium plan, USERS will receive a reminder one month before the subscription expiration date.

Unless expressly stated otherwise, all subscription plans will be automatically renewed at the end of each contracted period.

In cases where the USER has selected credit card or direct debit as the payment method, the renewal will be carried out automatically on the expiration date, unless the USER has previously canceled the subscription.

The USER may cancel their subscription at any time before the end of the current period by accessing the “Cancel subscription” option available under the “Renewal and payment” section of their account. In the event of cancellation, the USER will retain access to the contracted services until the expiration date of the current period, at which point the plan will be deactivated.

Exceptionally, in the case of a monthly subscription to the eDocExchange service, cancellation will result in immediate suspension of the service. At the time of cancellation, any excess transactions beyond the contracted volume will also be invoiced immediately.

5. RETURN POLICY

If during the first 15 calendar days from contracting our “Professional” or “Business” plans the user is not satisfied with the service and has not used any premium functionality, they must contact support. We commit to finding a solution to each user’s needs and, if none is found, we will proceed with a refund.

6. LIABILITY AND WARRANTIES

6.1. On the general operation of B2Brouter Global

B2Brouter guarantees the proper operation of the system in terms of the absence of serious and repeated programming, compilation, or design errors or defects, as well as the safekeeping of the information hosted on its servers, and shall be liable within the legal limits permitted by Spanish legislation. In any case, B2Brouter shall be excluded from liability for damages resulting from accidents, misuse or unauthorized or unforeseen application, or for any other direct or indirect, consequential, incidental or special damages, including but not limited to consequential damages or lost profits, work interruption, breakdowns, failures or losses, or any claim from third parties as a result thereof.

B2Brouter shall not be held liable for abnormal operation, failures, errors, or damages, whether direct or indirect, that may occur to the user’s computer system or to the files or documents stored therein, caused by or arising from:

The capacity or quality of the user’s computer system or the presence of a virus on the user’s computer used to access or use the contracted products or services.
Their Internet connection or access.
A malfunction of their browser or other applications installed on their system, or the use of outdated versions or without the corresponding user license.

6.2. On the use of content

B2Brouter solely provides a platform with the elements, applications, and functionalities described in these terms.

Under no circumstances shall B2Brouter be held liable for the quality, reliability, or suitability of the data provided by users of the platform or third parties, or for the infringement of intellectual or industrial property rights, disclosure of trade secrets or personal data, violation of privacy, or any civil, criminal or administrative infractions that may have been committed through or by means of said content, unless a final judicial ruling has been directly notified and B2Brouter has not proceeded with its blocking or removal.

B2Brouter shall also not be held responsible for the use of documents or contracts outside of the B2Brouter service, nor for the successful completion of the transaction or legal agreement that may have been reached by the parties involved.

6.3. Use of the Peppol Network

As a member of OpenPeppol AISBL, B2Brouter guarantees that the services provided are reliable, professional, and in compliance with the applicable law and the operating framework defined in the Internal Regulations of OpenPeppol. We are governed by the Peppol Agreements available at https://peppol.org/ and under the supervision of the Peppol Authority (“OpenPeppol Authority”).

B2Brouter acknowledges the existence of different Peppol Authority Specific Requirements in various countries within the Peppol Network and commits to adjusting its operations to comply with the demands of every respective Peppol Authority where B2Brouter provides domestic services.

In accordance with these agreements, users who wish to send or receive documents through the Peppol network must prove ownership of the identifier they intend to use on this network by submitting supporting documentation to the B2Brouter Global platform.

7. MAINTENANCE AND SERVICE UPDATES

B2Brouter reserves the right to make changes and updates to the service provision, its content, configuration, availability, and presentation of information at any time, as well as to these Terms of Use, without prejudice to acquired rights. B2Brouter may also temporarily suspend access to perform maintenance or improvements, without any claim being admissible for damages or losses, direct or indirect, arising therefrom.

7 BIS. FORCE MAJEURE

B2Brouter Global shall not be liable for any delay or failure in performance of its obligations under these Terms when such delay or failure results from events beyond its reasonable control, including but not limited to natural disasters, war, strikes, lockouts, civil disturbances, cyberattacks, failures of telecommunication or hosting services, or any other cause that could not have been reasonably foreseen or prevented. In such cases, B2Brouter shall promptly notify the USER, and the performance of the affected obligations shall be suspended during the duration of the force majeure event.

8. TERM AND RENEWAL

This Agreement shall enter into force upon acceptance of these Terms or upon the date of signature, as applicable, and shall remain valid for an initial period of one (1) year from the acceptance of this Terms.

It shall be automatically renewed for successive one-year periods unless either Party notifies the other, in writing and at least thirty (30) days before the end of the current term, of its intention not to renew.

Upon expiration or termination, B2Brouter Global shall make available to the USER all stored electronic invoices and associated data through a downloadable package in interoperable format for a period of (30) days.

9. AUTHORIZATION FOR ELECTRONIC INVOICING

The USER, acting as the entity responsible for issuing invoices under applicable tax regulations, expressly authorizes B2Brouter Global to issue, sign, and send electronic invoices on its behalf to recipients (“DESTINATARIES”), using B2Brouter Global’s qualified electronic signature or that of the USER, when needed.

B2Brouter Global acts solely as a technological intermediary for the issuance, transmission, and preservation of electronic invoices, without assuming responsibility for the accuracy, completeness, or legality of their content.

The USER remains solely responsible for the correctness of the data contained in each invoice, the timing of its issuance, and compliance with Royal Decree 1619/2012, Regulation (EU) 910/2014 (eIDAS), and Directive 2014/55/EU.

10. CLIENT RESPONSIBILITIES AND LEGAL COMPLIANCE

The USER undertakes to:

Comply with all obligations set forth in the applicable eInvoicing regulations, including Regulation (EU) 910/2014 (eIDAS).
Maintain the confidentiality and safekeeping of access credentials and notify B2Brouter immediately of any unauthorized use.
Ensure that all content and data uploaded to the platform are accurate and lawful.
Assume full responsibility towards third parties and tax authorities for the validity and legality of the invoices issued through B2Brouter.
Indemnify B2Brouter Global from any claims, damages, or penalties arising from inaccurate, incomplete, or unlawful information provided by the USER or its recipients.

11. CONFIDENTIALITY

Both Parties agree that all information exchanged in connection with the execution of this Agreement shall be treated as confidential. Each Party shall adopt appropriate technical and organizational measures to ensure its confidentiality and integrity, preventing unauthorized access, alteration, or disclosure.

This obligation extends to employees, subcontractors, and any third parties engaged by either Party, who shall be bound by equivalent confidentiality duties.

The obligation shall not apply to information that:

Was already public or becomes public through no fault of the receiving Party;
Was already known to the receiving Party before disclosure;
Was lawfully obtained from a third party without confidentiality restrictions; or
Must be disclosed by law or order of a competent authority, in which case the disclosing Party shall notify the other Party in advance whenever possible.
Confidentiality obligations shall survive termination of this Agreement.

12. DATA RETENTION AND POST-TERMINATION HANDLING

Upon termination or expiration of the contract, B2Brouter Global will retain user data and documents for a period of 30 calendar days, unless otherwise required by law or requested earlier by the USER. During this period, USERS may request an export of their data in a standard interoperable format. After the retention period, B2Brouter will proceed with secure deletion of the data, except for that which must be kept for legal or tax purposes.

13. INTELLECTUAL PROPERTY RIGHTS

All intellectual and industrial property rights over the B2Brouter platform, including its software, structure, design, user interface, databases, source code, and any related materials, belong exclusively to B2Brouter Global, S.L.

The USER retains ownership of the data and documents uploaded or generated through the platform, granting B2Brouter a non-exclusive license to use, host, process, and display such data solely for the purpose of providing the contracted services.

14. TERMINATION CLAUSES

This Agreement may be terminated in the following cases:

Mutual written agreement of the Parties.
Material breach of any contractual obligation not remedied within fifteen (15) days after written notice.
Temporary or permanent disqualification of either Party from providing or receiving the contracted service.
Insolvency, dissolution, or liquidation of either Party.
Force majeure persisting for more than thirty (30) consecutive days

Upon termination, access to the platform shall be cancelled, without prejudice to the USER’s right to obtain a copy of its data in accordance with the “Data Retention and Post-Termination Handling” clause.

Payment for all the provided services has to be settled upon termination.

15. NOTICES AND COMMUNICATIONS

All notices, requests, or communications between the parties related to these Terms shall be made in writing and shall be deemed valid when sent by email to the following addresses:

For B2Brouter Global: legal@b2brouter.net
For the USER: the email address provided in its account settings.

Notices shall be deemed received within one business day of sending, unless a delivery failure notice is received. B2Brouter Global may also communicate important notices through the platform dashboard, which shall be deemed valid and effective once published.

17. ASSIGNMENT

The USER may not assign, transfer, or delegate any of their rights or obligations under these Terms without the prior written consent of B2Brouter Global. B2Brouter Global may assign or transfer its rights and obligations under these Terms to any affiliate or successor entity in connection with a merger, acquisition, or sale of assets, provided that the USER’s contractual rights are not adversely affected.

18. SEVERABILITY, WARRANTIES AND DISCLAIMERS

If any provision of these Terms is found to be illegal, void, or unenforceable by a competent court, such provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

B2Brouter Global warrants that its platform operates in accordance with generally accepted professional practices and uses reasonable technical and organizational measures to ensure continuity and data integrity. Nevertheless, B2Brouter disclaims all implied warranties, including merchantability, fitness for a particular purpose, and those arising from trade usage. B2Brouter shall not be liable for indirect or consequential damages, including data loss or loss of profits, except where prohibited by law.

The USER declares to have read, understood, and accepted these Terms in full.

19. APPLICABLE LAW AND JURISDICTION

These terms shall be governed by and interpreted in accordance with Spanish law and European Union law. They shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded in the case of software. The parties submit, for the resolution of conflicts and waiving any other jurisdiction, to the courts and tribunals of BARCELONA. If, for any reason, a competent court declares any provision of this Agreement or part thereof unenforceable or invalid, the remainder of the Agreement shall remain in full force and effect.

20. LEGAL ANNEXES

These General Terms and Conditions are supplemented by the following annexes, which form an integral part of this Agreement:

Annex I – Data Processing Agreement (DPA): governs personal data processing in accordance with Article 28 of the GDPR.
Annex II – Country-Specific Conditions (if applicable).