1. Fields of application - Changes - Definitions
- The services provided by the company ADWANTED (hereinafter, "ADWANTED"), for the benefit of subscribers (hereinafter "clients" or "client"), are subject to the general terms of sale exposed below and whose subscribers acknowledge full and unreserved acceptance.
ADWANTED offers, amongst other, to facilitate the management of plurimedia advertising space sales under the conditions provided for in Chapter 4 of this agreement, and is available to subscribers with a website for exchange of offers and requests for advertising space. Through the website :
- the sellers of advertising space ("media") or their advertising agency offer advertising space to advertising space buyers ("advertisers"), or media agency.
- buyers of advertising space ("advertisers") are informed of the different proposals and can consult the offers of the sellers of advertising space ("media").
- Except written derogatory agreement of ADWANTED, the terms and conditions of sale will apply to the future transactions between the parties, notwithstanding any reserve or otherwise to the client.
- It is expressly provided that the general terms and conditions of sale govern the contractual relations between the buyer and the seller in the case of conclusion of sale through the ADWANTED platform are unenforceable in ADWANTED.
ADWANTED is authorized to change the content of the present general terms and conditions of sale, subject to inform the client, inviting him to take knowledge of the new text of the general terms of sale available online.
Definitions of terms used in the present
- ADWANTED platform : functional, logistical and organizational structure set up by ADWANTED allowing the connection of sellers and buyers of advertising space.
- Advertising space : free media space dedicated to the announcement of a commercial product.
- Client(s) : subscriber(s) of the ADWANTED website.
- Seller or media company : means a subscriber of ADWANTED making a bid under suspensive condition on the platform.
- Buyer or advertiser : means a subscriber likely to make and give his acceptance for an advertising space purchase.
- Price : means the price offered by the seller in its offer on the ADWANTED platform. The price set in the advertising contains remuneration base of ADWANTED, notwithstanding subsequent specific to the buyer and the seller. The price set by the seller in its offer takes into account the commission charged by ADWANTED.
- Commission : means the remuneration received by ADWANTED for acceptance by the buyer and seller. The remuneration is due and the sale formed at the time of the acceptance by the seller of the purchase offer issued by the buyer.
- Support : means any form of communication allowing the broadcast of a message to the public, without limitation of technology.
2. ADWANTED obligations
- ADWANTED undertakes to make available to the subscribers on the ADWANTED platform the offers of the sellers. ADWANTED undertakes to put online the offer of sale, under the conditions provided for in chapter 6.
- ADWANTED is in no way a reseller of advertising space in the context of connecting buyers with sellers.
- ADWANTED does not guarantee space sold by the media will satisfy the buyer.
- ADWANTED undertakes to removed the offer of the platform in case of formation of the sale corresponding to this offer.
3. Obligations of the clients
- The client guarantees that the data he will provide to ADWANTED are correct and complete. The client undertakes to notify ADWANTED immediately of any change.
- This including, without exhaustive character, the following information: -name, address, e-mail address, phone number. The client is obliged to reimburse the costs claimed for the modification of its personal data to ADWANTED.
- The customer undertakes to keep confidential the passwords for access to the various services offered by ADWANTED and inform immediately assuming that he would come to learn that an unauthorized third party has become aware of it. If this awareness is due to the fact of the client and has allowed a third party the fraudulent use of the password giving access to ADWANTED services, the client must settle immediately pay ADWANTED a sum equivalent to the amount of the royalties relating to the use of the services or corresponding goods, at the current rate, without prejudice to damages and interests that may be claimed by ADWANTED or by an interested third party.
- The client agrees to not use any other electronic mail or Internet support to send prospecting emails via infrastructure ADWANTED, unless the express permission of the recipient, prohibited commercial messages or messages whose content is illegal or denigrating.
- In addition, the publication of hypertext links in the advertising sent by the seller is prohibited and may incur the immediate cancellation of the subscription at the client's expense without the latter being able to return in any way whatsoever towards ADWANTED in liability.
- The seller undertakes that any offer of advertising space corresponds to material goods which he owns fully and completely and has the right to sell, which are available at the time of publication on the site.
- The seller agrees to describe the advertising space offered for sale according to on the one hand the criteria adopted by ADWANTED at the time of publication, and then on the other hand by informing the buyer in good faith of the specific conditions of the advertising space. The seller is solely responsible for his obligation to provide inform about the essential characteristics of the advertising space put online. He undertakes not to mislead the buyer.
- Any content made available on the site must relate exclusively to the object of ADWANTED is the linking of advertiser and media regarding the sale of advertising space.
- ADWANTED reserves the right to remove at any time ads that do not respect the decency or public morality, although the non-exercise of this right can not be criticized or even founded on any action in liability.
- In the event of non-compliance with this undertaking, the seller will be required to pay a contractual penalty of 3,000 (three thousand) € per violation, which payment being not exclusive to a judicial claim for damages. It is specified that the seller will have to pay as many times the penalty as the number of violations eventually found.
- The buyer is solely responsible for the contents offered by the publisher. ADWANTED can not be held liable in any way for the legality of the contents of which the sale would have been made on the platform of the site.
4. Features and transactions
Linking of advertisers and media companies
ADWANTED provides a service to connect a "media" and an "advertiser" on an Internet platform.
the seller ("the media") Creating a seller account is free. The seller guarantees that the information provided when registering online are accurate. Subscription to a seller account gives access to the possibility of creating a media offer. Different on-line options are then offered to the seller. The seller is free to withdraw an unit at any time. Media offers are always issued under the suspensive condition of confirmation of the availability of the advertising space. In addition, media offers are always issued under the suspensive condition that the seller reserves the right to check on his own solvency, credibility of the buyer, consistency with the editorial line of the support and compliance with legislation on sectors.
the buyer ("advertiser") Create a buyer account is free. The buyer guarantees that the information provided when registering online are accurate. Create a free buyer account gives the right to consult the ads placed on the website by sellers, without limitation of number or duration.
Procedure of the deed of sale
The buyer makes a purchase proposal to the seller, by clicking on the button "SUBMIT A PURCHASE PROPOSAL", on the conditions set by the buyer. The buyer's commitment is firm and definitive. The buyer also acknowledges that his acceptance of the offer is made in consideration of the description of the advertising space put up for sale by the seller. The buyer agrees to accept the terms of sale of the seller present in the announcement. ADWANTED notifies the seller of the buyer's bid. Failing receipt of the seller's agreement by clicking on the "VALIDATE THE PROPOSAL" tab, the sale will be deemed to be untrained and the offer to purchase will lapse after 72 hours, starting from the sending of the mail by ADWANTED to the seller.
The price set by the seller in the advertisement contains ADWANTED's remuneration base, whatever the subsequent and specific conditions of sale and payment of the advertising space fixed between the buyer and the seller. When posting by the seller, the price quoted is the total price including the commission of ADWANTED. Clients receive a confirmation e-mail from ADWANTED, informing them that the transaction has been concluded. This mail contains the references of the announcement, the date of formation of the sale, the description of the advertisement and the contact details of the clients informed at the time of registration. An invoice is sent to the seller. ADWANTED does not and can never be held responsible for the failure or the actual conclusion of the contracts solicited by the clients. The seller agrees to remunerate ADWANTED under the conditions stipulated in 5.1 and 5.2 whatever the final outcome of the sale. In case of a dispute on the execution of the formed contract on the ADWANTED platform, the seller and the buyer retain full and complete disposal of their right of action in compulsory execution of the sale, towards each other, without ADWANTED being called to the cause or even being disturbed and seeing his responsibility sought for any reason or by any means whatsoever. In addition, ADWANTED does not guarantee that ads submitted by "media" actually exist at the time they are posted on the site. It is up to the media to withdraw its announcement if it lapses for whatever reason. No claim shall be receivable against ADWANTED for any false or fraudulent ad.
ADWANTED can interrupt the access to the services and/or terminate the subscription of right and with immediate effect, due to a serious default of the client, in particular in case of delays in the payment of amounts due by the seller, on the expiry of a period of three days after setting remains.
5. Rates and payment
As a matter of principle, ADWANTED rates are fixed. The commission on transactions carried out is 15% with the media and 7.5% with the advertising agencies. This is taken into account in the price offered by the seller in his media ad. ADWANTED is authorized to increase or decrease prices at any time during the course of the contract, for the purpose of updating in the terms defined in the specific conditions of sale specifically binding ADWANTED with a subscriber. If the amount of the commission on the transaction is less than 100 € excluding taxes, an amount of 100 € excluding tax will be invoiced by default to the seller of the media offer. If the amount of transaction fee is less than 150 € (excluding tax) for other types of media (radio, TV, billboard, print, cinema, internet ...), the seller will be charged 150 € (excluding tax).
Method of payment
Payments from the seller to ADWANTED are made by check, bank transfer, TIP or cash. The client must pay to ADWANTED, within 30 days of the transaction made on the platform, a commission corresponding to 15% included in the price set by the seller in his advertising. At the end of a period of 30 days, the amount due will automatically carry interest at the legal rate in force, without ADWANTED needing to give notice or to make any reminder to the client.
6. Guarantee of performance. Accommodation
- ADWANTED provides the client with the technical means necessary in order to allow him to deposit his ad to the ADWANTED servers. It is expressly stated that ADWANTED is not bound by an obligation of result but by a commitment of means.
- However, ADWANTED ensures the availability of its site 24/24 in the conditions provided for by the common law of contracts.
- ADWANTED operates as a service provider, not as an Internet service provider. As such, it can not guarantee the quality of the Internet connection or the absence of interruptions specific to the network.
- Furthermore, ADWANTED will not be held liable for any breach of its obligations due to force majeure as defined by the courts.
- In case of a major technical problem on the ADWANTED website, subscribers will be informed of the duration of the interruption. All online ads will be suspended until the platform is restored and ADWANTED's responsibility can not be investigated if an ad expires during the major technical incident.
- ADWANTED will take care of the choice of the Internet access provider, without the responsibility of ADWANTED for the disputes arising from the hosting of the website.
- ADWANTED reserves the right to modify at any time the characteristics of its technical infrastructures and the choice of its suppliers. However, these modifications will provide performance levels at least equivalent to those provided at the time of the conclusion of the contract with the client. ADWANTED's liability is limited to the hardware and software installed on its servers.
- The client is prohibited from copying or reproducing in whole or in part the software and/or the associated documentation by any means and in any form; translate or transcribe the software and/or documentation into any other language or to adapt or add to them any object not in conformity with their specification.
- The client does not acquire any right, whatsoever, on the brand ADWANTED or any of the trademarks developed by ADWANTED. For all data protected by an intellectual property right, the client must obtain prior authorizations from the rights holders in accordance with the legal conditions, and in particular before any reproduction, representation or communication to the public.
- The client undertakes to seek the contractual liability of ADWANTED only in the event of serious and proven breach of one of its substantive obligations, with a view to the compensation of direct damage.
- In any case ADWANTED will be in no way liable for any loss indirect or intangible, whatever it is, possibly suffered by the customer, in particular harm financial or business, loss of profits or loss of data.
- In any case, the liability of ADWANTED is limited to the sum of 5,000 (five thousand) € maximum, all combined damages.
- ADWANTED is not responsible for the contents published by the clients, the content and the veracity of the advertisings published.
- The client releases ADWANTED from any liability towards third parties resulting from the latter's failure to comply with any of its obligations; He will in this respect guarantee ADWANTED for any claims or remedies against him.
9. Protection of personal data
- 9.1 The client accepts by signing the present contract that ADWANTED declared to the French Data Protection Authority (CNIL) for the processing of its clients management files, following clients accounts, proceeds to the computerized processing of the information it provides in respect of the provisions of the law n°78-17 of January 6, 1978 and other legislative and regulatory texts subsequent.
10. Final provisions
- Any modification, supplementation or any partial or total cancellation of the general terms and conditions of sale requires a writing, including the modification or the deletion of the requirement of a writing.
- The courts of LILLE are granted jurisdiction over any dispute between the parties concerning the formation, interpretation, execution or termination of these general terms and conditions of sale, including in the case of proceedings for interim relief, guarantee call, plurality of defendants or non-adversarial procedure.
- The present general terms and conditions of sale and the related sales are subject to French law.
- If one or more of these stipulations of the present general terms and conditions of sale, any special conditions, were invalid, the validity of the other stipulations would not be affected. As far as practicable, a substitution provision shall be applied as closely as possible to that which has been drafted by the parties. The same applies to incomplete stipulations, referring, if necessary, to the general principles of contract interpretation and good contractual faith.