Conditions de vente

General Sales Conditions

For the purposes of the present General Sales Conditions, the term ‘Vendor’ shall refer to the Publisher of Internet sites, newsletters or every advertising medium and/or its commercial representative, namely Rossel Advertising. The term ‘Purchaser’ shall refer to the Advertiser or its representative, in other words a Central Purchasing Body or an Agency. The provisions set out below shall govern the placing of Electronic Advertisements. Any contrary condition appearing in orders for adverts or on order forms shall be deemed not to exist, with no need to dispute it. Any departure from the present provisions shall require the written consent ofthe Vendor (the Publisher). The Vendor reserves the right to amend the present provisions at any time and to immediately notify its clients accordingly.

1. REQUESTS FOR TENDERS

The Vendor shall be entitled to at least three (3) working days to respond to the Purchaser’s requests for tenders. This gives the Vendor the time to make the necessary enquiries and check whether sufficient space is available.

2. OPTIONS

Where an option is taken up by a Purchaser, the following rules shall apply: Every option shall be valid for fourteen (14) days from the date on which itis taken up. The Vendor may combine three (3) options on advertising locations. In such a case, the Vendor shall notify the Advertiser or the Agency of the level of the location of its option in the list of options. Where the Purchaser wishes to convert an option into a campaign, the holders of the other two options shall be notified accordingly by the Vendor within twenty-four (24) hours. These holders shall have the preferential right to convert their options into a campaign within two (2) working days from the notification, with a level of priority matching the level of their option in the list.

3. ORDER FORM DEADLINE

The order form must be signed by the Purchaser and returned to the Vendor no later than five (5) working days before the start of the campaign, so that the Vendor can confirm the availability of the space two (2) working days before the campaign.

4. CHANGE OR CANCELLATION OF CAMPAIGNS

The Purchaser may make modifications to the campaign planning no later than three (3) working days before the start of the campaign. Campaigns may be postponed with no extra cost on a maximum of two (2) occasions. Should the Purchaser shift a campaign more than twice, the Vendor shall have the right to charge for new planning costs. Orders may be cancelled in part or in full. Requests to do this must be made in writing (email, fax or letter) no later than four (4) weeks before the campaign start date. If this deadline is not respected, the following rules shall apply: if the modification request is submitted five (5) working days before the campaign start date, the campaign Purchaser must pay the total order value. Because of the special circumstances and the extra work costs involved, cancellations relating to mini-sites, sponsoring and other products shall be dealt with on a case-by-case basis between the Purchaser and the Vendor. If the production work has already been carried out by the Vendor, no cancellation will be accepted, and no refunds will be made in the event of cancellation, save where otherwise agreed between the Vendor and the Purchaser.

5. DISSEMINATION MATERIAL AND URLs, DEADLINES

Definition: Rich media banners correspond to any banner not in GIF/JPEG format. The Purchaser and the Vendor may not assume that rich media banners are operating properly. For this reason, Advertisers must supply the dissemination material in good time so that the Vendor has time to test the banners before the campaign goes live. Should the Purchaser or the Vendor consider that he test results are not satisfactory, the rich media banner will be replaced by a default banner. For this reason, the Purchaser must provide an additional GIF/JPEG banner for each rich media banner. Deadlines: For GIF, JPEG or animated GIF campaigns, three (3) working days before the campaign start date. For rich media campaigns (take-over, integration, sponsoring, expandable and video), five (5) working days before the campaign start date. For campaigns supplied by third parties, the codes must be submitted eight (8) working days before the campaign start date. Should the deadlines above not be met by the Purchaser, the Vendor will be unable to guarantee that the campaign will start on the date initially scheduled. In such a case, the campaign will be deemed to have started on the date initially scheduled. Prints that have not been delivered because of delays in the delivery of the dissemination material will not be compensated. The Vendor undertakes to put the campaign on line as quickly as possible. If the destination URL is not accessible or if it links to an error page, the Vendor will notify the Purchaser accordingly by email and the URL will be replaced temporarily by the URL of the client’s homepage (if available) until the initial URL is back in use. Prints delivered during the period of non-availability will be deemed to be prints delivered normally.

6. STANDARD NAMING AGREEMENT

Where the dissemination material is supplied by the Purchaser’s Traffic department, the Vendor shall insert the name of the banner into the ad server as it appears in the Traffic report or as it has been notified by the Purchaser. If necessary, the name must include the code determining the language (two letters, fr, nl, uk or others). The name given to the banner must be used in all reports sent to the Purchaser.

7. MODIFICATIONS TO BANNERS

The Vendor shall under no circumstances make any modifications (including, but not limited to, a change of size) to the dissemination material without first advising the Purchaser. The Purchaser shall, however, be obliged to supply dissemination material which meets the criteria set out by the Vendor (formats, cf. IAB/Casie Standards).

8. NOTIFICATION OF RECEIPT OF BANNERS

Unless otherwise agreed, the Vendor undertakes, when it has received the dissemination material, to send the Purchaser or its technical intermediary an email confirming receipt of the banners, mentioning the campaign name, the banner name and the time and date when the banners were sent. This email will likewise confirm whether the banners satisfy the criteria imposed by the Vendor. The confirmation email must be sent to the person who signed the order form.

9. TIMING OF REPORTING

Unless otherwise agreed, the Vendor undertakes to send a campaign report to the Purchaser once every two weeks. The definitive campaign report will be sent to the Purchaser no later than one week after the end of the campaign.

10. CREDIT FOR PRINTS NOT DELIVERED

Before the campaign is put on line, the Purchaser and the Vendor must agree what is to be done with prints not delivered at the end of the campaign. It must be clear whether the Purchaser will be reimbursed for the number of prints not delivered, or whether the Purchaser will be issued a print credit equivalent to the number of prints not delivered.

11. PUBLISHER’S RIGHT OF REFUSAL

The Publisher (the Vendor) may refuse, suspend or stop the publication or its continuation, without the Advertiser (the Purchaser), the client or a third party being entitled to any compensation, even if the advertisement order was accepted or has already started being implemented. This applies to any electronic advertisement or announcement running counter to public order, decency, advertising codes of ethics, the editorial or commercial project of the platform or whose content would be liable to offend readers’ sensitivities or endanger the Publisher’s liability vis-à-vis third parties. Such refusal shall be notified in writing to the client at any time, as soon as the announcement becomes known.

12. RATES AND BILLING

The Vendor reserves the right to modify the prices of its products at any time. The publication of an electronic advertisement is, however, billed by the Publisher (the Vendor) to the Purchaser in accordance with the rates in force. Prices billed are given in euros, inclusive of all taxes and excluding participation in handling and despatch costs and excluding connection and/or call costs which remain the responsibility of the Purchaser. Prices billed are those in force at the time of the order, subject to any input errors or modifications to the VAT rate and provided that the order reaches us before the expiry of the validity deadline on the price quote. Any change to the rate applicable will be automatically added on to the all-inclusive price of the product/s.

13. LIABILITY OF THE PRINCIPAL OR INTERMEDIARY

If the Purchaser asks the Publisher (the Vendor) to send the bill for the publication of an electronic advertisement to a third party, the Purchaser recognises that it is acting as the authorised representative of the natural or corporate entity in whose name the bill is to be issued (hereinafter the ‘Principal’), and confirms that all the undertakings entered into in virtue of this agreement have been made in the name of and on behalf of the said Principal. That being so, the Purchaser remains jointly liable with the Principal for all the obligations entered into in the name of that Principal. It shall pay the said bill on first request and shall be deemed to have settled the said bill only on production of proof of its payment by itself or by a third party. Without prejudice to the provisions in the paragraph above, the Publisher may always require the Principal to provide written confirmation of the order for an electronic advertisement or the approval of a proof.

14. PAYMENT CONDITIONS

The payment deadline may not extend beyond thirty days from the despatch of the bill. Bills not settled by their due date shall attract interest automatically and without notice by way of a penalty clause of 15%, with a minimum of one hundred and fifty (150) euros, plus legal interest calculated from the due date of the bill.

15. EARLY TERMINATION – SUSPENSION

Without prejudice to the other rights to which it is entitled under common law, each party may terminate the agreement if it finds that the other party has failed to respect one or more clauses in the present General Sales Conditions, or if the other party fails to honour its contractual obligations, five (5) days after it has been served notice to comply with its obligations. Each of the parties may, moreover, immediately terminate the contract, by registered letter, in the event of the bankruptcy, liquidation, or judicial reorganisation of the other party, or negotiate payment deadlines with its creditors. In such a case, the cancellation shall become effective immediately. Cancellation for whatever cause shall have no impact upon the rights of one party over the other with regard to any damages payable or owed during the period preceding the cancellation. In the event of cancellation of the agreement by one of the parties, both parties must continue to provide their services until the effective date of the cancellation, without prejudice to the right of each of them to claim compensation from the other.

16. FORCE MAJEURE

The Vendor takes on only an obligation of due care. The Vendor assumes no liability in the event of force majeure and strike, acts against the State, war, upheaval, or any other similar reason, or for technical malfunctions deriving from other enterprises and the client (for example telecommunications enterprises’ transmission pathways, problems with access providers or within the client’s network infrastructure). Neither does the Vendor assume any liability for errors resulting from the use of software and/or hardware not appropriate to the presentation (e.g. browser). The Vendor likewise assumes no liability for the consequences of attacks by hackers, computer viruses or other technical attacks on the platform by unauthorised third parties. The Vendor undertakes to use current, regularly updated protection mechanisms (anti-virus software, firewall). The Vendor assumes no liability for any error occurring in connection with the systems of third parties linked via interfaces with the Vendor’s system (commercial systems, targeting systems, hosting, rich media, etc.) or for errors occurring as a result of the use of such systems.

17. INTELLECTUAL PROPERTY

17.1. Use of distinctive signs The Purchaser (the Advertiser) grants the Vendor a free, non-exclusive licence to use and reproduce its brands, logos, designs and models, graphic chart, etc., for the sole purposes of the application of the present agreement. The present licence is granted for the whole world and solely for the duration of the present agreement.

17.2. Use of contents The Purchaser (the Advertiser) grants the Vendor, solely for the duration of the present agreement and for the whole world, the nonexclusive right to: reproduce the contents of the electronic advertisements on the Publisher’s (the Vendor’s) Internet site or several Internet sites; represent the contents of the electronic advertisements for the users of the website reproducing the content/s concerned; communicate to the public the contents of the electronic advertisements with the users of the Publisher’s (the Vendor’s) website. Any other use by the Publisher (the Vendor) of the electronic advertisements shall require the prior written agreement of the Purchaser (the Advertiser), specifically for any modification, translation into any language other than that of the website reproducing the content/s concerned, creation of any free or chargeable derived products, commercial distribution or any other use not provided or not prescribed by the applicable laws in force.

18.PERSONAL DATA EXPLOITATION

Electronic publishers cannot legally accept responsibility for treatment of personal data outside of their control. The Vendor is prohibited any exploitation and, more generally, any treatment, direct or indirect, immediate or delayed, individuals data - namely data identifier or identification of an individual - who would not strictly be limited to effective dissemination of advertising placed by him on (s) site (s) web [publisher / provider]. Failing that, the Vendor reserves the right to terminate the full command, without prejudice to his right to full payment of the said order.

19.MISCELLANEOUS PROVISIONS

No party may transfer its rights and obligations, in part or in full, to third parties without the prior agreement of the other party. The present General Sales Conditions include all the agreements between the parties with regard to the subjects addressed therein. They cancel and replace any agreement, arrangement or contractual document which may have been drawn up previously. Each of the parties agrees not to rely on any other clause, condition or general condition not included in the present conditions, in their annexes or riders. The fact that one or more provisions in the present General Sales Conditions may be void or no longer applicable shall not affect the validity of the other provisions. It is essential for any modification, adaptation or correction which the parties intend to make to the present agreement to be the subject of a written rider signed by the parties. The fact that one party does not make use of a right granted to it by the present General Sales Conditions can never be considered to be a renunciation of the entitlement to invoke such a right subsequently.

20. COMPETENT COURT AND APPLICABLE LAW

Belgian law shall always be applicable. Any dispute which cannot be settled amicably between the parties shall be referred to the competent court in the judicial district of Brussels, holding its session in the French language.