Terms and conditions of sale

Definitions

"AUDION": refers to AUDION, a simplified joint stock company with capital of 7694 euros, registered with the Paris Trade and Companies Register under number 834 462 061, and whose registered office is located at 85 rue jouffroy d'abbans 75017 Paris. AUDION hereby declares that, in the context of these General Terms and Conditions, it complies with all the rules governing transparency in economic life, the fight against fraud, corruption and influence peddling (Sapin I and II Laws), personal data (RGPD, CNIL regulations), as well as all the rules governing advertising and digital.

"Client": refers to the advertiser acting directly or through an agent (advertising agency, central space buying office) to whom the advertiser has entrusted the purchase of space and identified as such in the Contract. Agents acting in the name and on behalf of advertisers must provide proof of their status by means of a mandate certificate or any other written means.

"Insertion Order" means the order form signed by the Customer, including in particular the Customer's instructions relating to the campaign medium, the start and end date of the campaign, the broadcast locations, the targeting format and the number of spots. "Advertising": refers to any announcement by the Customer, regardless of the format, consisting in particular of a commercial name, a text presenting the Customer's company or activity, a clickable URL link and intended to promote the Customer's brand(s) and/or the supply of good(s) or service(s).

"Media": refers to the fixed and mobile Internet sites of the publishers or affiliates contacted by AUDION on behalf of the Customer and able to display the Customer's Advertisements;

"Services": means all services provided by Audion on behalf of the Customer under the Contract.

"Contract": refers to all the contractual documents consisting of these General Terms and Conditions and any appendices thereto and the related Insertion Order.

Contract

Only the general terms and conditions apply to the insertion order, to the exclusion of all other general terms and conditions. The general terms and conditions applicable are those in force on the date the Contract is signed by the Customer.

The mere fact that the Customer enters into a Contract implies :

that you have read these General Terms and Conditions and accept them in full to comply with the rules relating to advertising and, in particular, with French regulations on transparency in economic life, the fight against fraud, misconduct, corruption and influence peddling (Sapin I and II Acts), personal data (RGPD, CNIL regulations), as well as any rules governing advertising and digital media. The signing of the Contract by the Customer constitutes a firm and definitive commitment.

It is agreed that the Advertising covered by this Agreement as well as the corporate name, trademark and logo of the Customer may be reproduced by AUDION for advertising purposes in any document and on any commercial or promotional medium. The Customer certifies that it is able to authorise the use, reproduction and representation thereof and guarantees AUDION against any action for infringement, unfair competition or parasitism that may be brought against it as a result of the use, reproduction and representation of the aforementioned elements of the Customer by AUDION.

Transfer

The Contract may not be transferred in whole or in part by the Customer.

Services

In return for payment of the price stated in the Insertion Order, Audion will perform the following services for the Customer:

Responding on behalf of the Customer to bids from demand-side platform ("DSP") publishers;
Search for Supports ;
Distribution of advertising ;
Drafting of a campaign report (media reporting) ;
At the Customer's option, measurement of the digital impact of an Advertisement.

The Services are provided under the conditions detailed in this Contract.

Validation of the Contract - Cancellation/postponement/modification of the Contract

Upon receipt of the Customer's Contract and subject to AUDION exercising its right to refuse the Advertising under the conditions described below, the Advertising will then be broadcast on the Media listed in the Insertion Order.

The Insertion Order must be returned by the Customer to AUDION no later than fifteen (15) days before the date on which the Advertising is scheduled to go online. Only Insertion Orders signed by the Customer will be taken into account.

In the event of a request to cancel the Customer's Contract made by any written means received by AUDION:

between the period of thirty (30) days and fifteen (15) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will charge the Customer, in addition to the amount of the Contract, compensation equal to 25% of the said amount of the cancelled Contract.

between the period of fifteen (15) days and five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will charge the Customer, in addition to the amount of the Contract, compensation equal to 50% of the amount of the cancelled Contract; less than five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will charge the Customer, in addition to the amount of the Contract, compensation equal to 75% of the amount of the cancelled Contract.

In the event of an advertising campaign postponement formulated by any means in writing by the Customer and received by AUDION less than five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will invoice the Customer, in addition to the amount of the Contract, compensation equal to 20% of the amount of the cancelled Contract.

Any request for modification of the Contract, even partial, sent by any written means during the execution of the Insertion Order, unless agreed between the Customer and AUDION, the latter will invoice the Customer, in addition to the amount of the Contract, compensation equal to 30% of the amount of the Contract.

Technical details - Ad content

It is the Customer's responsibility to provide AUDION with the elements of the Advertising that it will have designed or manufactured at the latest, one (1) week before the publication date set out in the Insertion Order. This deadline may, for technical reasons, be increased or decreased depending on the type of Advertising to be broadcast at the request of AUDION, which will then inform the Customer when the Insertion Order is signed.

In the event of late submission of Advertising elements by the Customer, AUDION reserves the right to postpone the campaign depending on inventory availability, without the Customer being able to claim any compensation whatsoever.

Furthermore, in the event of late delivery of the Advertising elements, AUDION undertakes to make its best efforts to deliver 100% of the volume ordered. If, despite its best efforts, AUDION is unable to deliver 100% of the volume ordered, the Customer may not claim any compensation whatsoever.

For all formats, in the event of late delivery of the Advertising elements resulting in the non-appearance of the Advertising ordered or a shift in the planned publication date and/or the non-delivery of 100% of the volume ordered by the Customer, AUDION will invoice the Customer the amount stipulated in the Contract.

If the Advertising does not comply with the technical characteristics required by AUDION and/or the applicable regulations, the Customer must make the necessary changes within the time required for the Advertisement to appear. These deadlines will be specified by AUDION.

In the event of persistent non-compliance with the said technical specifications, AUDION reserves the right not to broadcast the Advertising in whole or in part without the Customer being able to claim any compensation whatsoever. In such a case, the full price of the Advertising will be payable by the Customer whether or not the Advertising has been broadcast.

AUDION declines all responsibility for any defects or errors that may result from the use of the technical elements provided by the Customer.

It is specified that the aforementioned provisions relating to the late submission of Advertising elements and to any request for cancellation, postponement or modification of the Advertising are distinct from one another. Consequently, the penalties provided for by the said provisions may be accumulated as soon as the conditions for their application are met. Moreover, these penalties apply without prejudice to any other damages to which AUDION may be entitled.

Right of refusal

AUDION may, for technical or legal reasons, decide to refuse the Contract or ask the Customer to modify the Advertising, without the Customer being able to claim any compensation in the case of Advertising used to promote products or services competing with those of AUDION or the Media or promoting products and services contrary to public order and laws and regulations.

AUDION's failure to exercise its right to refuse an Advertisement shall not incur AUDION's liability and shall not be considered as AUDION's validation of the latter's compliance with the provisions hereof and/or with the regulations in force, or as AUDION's waiver of its rights hereunder.

In the event of refusal of such Advertising, AUDION may automatically terminate the Contract, cancel or suspend any Advertising in this respect. In this case, the Customer will only be bound by the payment of the sums due for Advertising that has already been broadcast, except in the event of a fault attributable to the Customer. In this case, AUDION may also claim any compensation from the Customer. AUDION hereby grants the Customer no exclusivity in any form whatsoever.

Order execution report - Campaign review and digital impact

At the end of each advertising campaign, AUDION will send the Customer by e-mail a campaign report to enable him to measure the effectiveness of a campaign.

The Customer accepts and acknowledges that the methods and technologies used by AUDION to draw up the campaign report take precedence over any other method or technology used. Consequently, in the event of a dispute, the data contained in the campaign report provided by AUDION shall serve as official and definitive data and shall be deemed authentic between the Parties.

The said data shall prevail over any other data recorded by the Customer or any other third party and shall alone be accepted as proof.

In addition, at the Customer's choice and upon option subscribed to within the Insertion Order, AUDION may request, on behalf of the Customer, from partner service providers, the performance of a digital impact study enabling the Customer to identify which audiences are most receptive to the campaign and the effects of a campaign (e.g. in terms of visits to points of sale, geographical area affected, etc.).

Rates, billing and payment terms

The tariffs, commercial conditions and general conditions in force on the day the Contract is signed shall apply to invoicing.

Rates are indicated exclusive of taxes; all duties, taxes and levies collected on the broadcasting of advertising messages are the responsibility of the Customer. They do not include the cost of producing the technical elements that the Customer must transmit to AUDION for the broadcast of its advertising messages on the Media.

Invoices will be issued as soon as the Advertising campaign goes online. They will be sent to the Client advertiser and, where applicable, a copy will be sent to the Client agent.

Invoices are payable within 30 days of the invoice date, unless otherwise agreed in writing by AUDION. Payments by cheque or bank transfer, or by bills of exchange, even if accepted, shall not entail any change or derogation. Refusal to accept our drafts or non-payment of a single instalment shall render all outstanding debts immediately payable. Early payment shall not give rise to any discount.

In the event of a payment incident or delay, AUDION reserves the right ́ to terminate or suspend the distribution of orders in progress to the exclusive detriment of the Customer. The Client Agent, prior to the conclusion of the Contract, has brought to the attention of its Client Principal the terms and conditions of the Contract subscribed, including the General Terms and Conditions, and has ensured their express acceptance by the Client Principal.

If the Customer fails to pay in full or in part, the provisions of article 441-10 of the French Commercial Code shall apply: any sum not paid by the due date stated on the invoice shall give rise to a claim for damages:

to the payment of late payment interest payable from the due date in question until full payment on the basis of three times the legal interest rate, without any reminder from us being necessary;
the payment of a fixed indemnity for collection costs equal to 40 euros. If the recovery costs incurred by AUDION are higher than the amount of this fixed indemnity, AUDION will request, on justification, additional compensation from the Customer concerned.

AUDION reserves the right to modify the terms of payment (possible request for advance payment), to refuse or suspend any Customer Contract that does not present sufficient financial guarantees validated by AUDION's administrative and financial management.

AUDION's liability

AUDION undertakes to disseminate the Advertising subscribed to by the Customer in accordance with the terms of the Contract. In the event of a change in the conditions under which an Advertisement is produced and/or broadcast, AUDION will inform the Customer and obtain its agreement to the planned changes. In this case, the Customer may cancel the Contract exclusively on the basis of real and serious grounds and without being able to claim compensation of any kind whatsoever.

If the scheduled broadcast date cannot be met due to AUDION's fault, another broadcast date will be set at the Customer's convenience under the same conditions as those stipulated in the Contract. If the Customer does not agree to a new date for broadcasting the Advertising, the Contract will be cancelled and will not give rise to any invoicing. In such a case, the Customer may not claim any compensation whatsoever.

AUDION may not be held liable in the event of delay, poor execution or non-execution of the Contract resulting from the Customer or the Media or due to a case of force majeure or an act of God. AUDION assumes no responsibility for interruptions or malfunctions of the Internet network.

Under penalty of foreclosure, in the event that AUDION's liability is called into question directly as a result of a fault committed by AUDION and proven to be such, any claim against AUDION must be notified to AUDION by registered letter with acknowledgement of receipt within a maximum period of thirty (30) days following the event giving rise to the claim.

Any failure by AUDION to perform one of its obligations shall only entitle the Customer to compensation in the event of a proven loss.

In any event, AUDION shall not be held liable for indirect damages such as, in particular, any additional costs, commercial prejudice, financial prejudice, loss of customers, loss of sales, loss of profit, loss of orders, loss of data, loss of savings, any commercial disturbance whatsoever, loss of earnings, alteration of brand image, even if such damages were foreseeable and had been brought to its attention.

AUDION may not be held liable in any way in the event of copying, counterfeiting, imitation and generally any reproduction of all or part of the Advertising by a third party, or any incident of publication due to disturbances on the electronic communication network.

In all cases and without prejudice to the foregoing provisions, the liability of AUDION's liability will be limited to the amount of the Advertising that led to the liability being incurred, whatever the cause of the liability being incurred and all causes combined.

Customer liability - Guarantees

The hypertext link installed behind the Advertisement must redirect exclusively to a Customer site.

The Customer guarantees AUDION against any recourse, claims and/or convictions or other consequences that could result from the action of a third party due to this connection, in particular in the event that the content of the Customer's site, as well as sites redirected from this site are contrary to the regulations in force.

The Customer guarantees that the Advertising complies with the characteristics, in particular, technical and graphic characteristics imposed by AUDION, of which it assures having taken note, prior to the signature of the Contract.

The Customer is solely responsible for the complete content of the Advertising, regardless of its distribution on AUDION's Media.

The Customer expressly declares that it has the necessary authorisations and rights in respect of literary and artistic property, industrial property (trademarks, designs, models) and, where applicable, the image rights of any person featured in the Advertising, in respect of any element featured in the Advertising, and that the Advertising and the Customer's site to which it refers comply with public policy, accepted standards of behaviour, any legal, administrative or ethical rules relating to its profession, and the recommendations of the Autorité de Régulation Professionnelle de la Publicité.

In any event, the Customer is liable for damages of any kind, caused to AUDION and to any third party, which would find their source in the non-respect of legal obligations or contractual commitments, and/or in the Advertising. The Customer guarantees AUDION against any condemnation or other consequences that may result from the action of a third party.

The Customer authorises AUDION, on a non-exclusive basis and worldwide, to use, reproduce, represent and make available to the public on the Media the Advertising including, in particular, the brands, logos, creations protected by copyright as well as all distinctive signs appearing in the Advertising.

The Customer does not acquire any right of ownership or use on the screen captures as well as on all trademarks, logos, distinctive signs and, more generally, any intellectual property right, which remain the exclusive property of AUDION.

The Customer undertakes, both on its own behalf and on behalf of any service provider and/or intermediary, to comply with all rules whatsoever relating to the protection of user data, the processing of electronic communications data and the use of tracking technologies such as tags and cookies, and to direct marketing.

The processing of personal data under the Contract and the respective obligations of Audion and the Customer in their capacity as processor and data controller are detailed in the Appendix.

Suspension - Termination

In the event of a serious breach by one of the Parties of its obligations under the Contract, the Party that is the victim of this breach may, after sending the other Party a formal notice to cease the breach by registered letter with acknowledgement of receipt, which has remained unsuccessful for a period of seven (7) days, immediately and automatically terminate the Contract, without any legal formalities and without prejudice to any other rights and remedies that it may have.

In addition, in the event of a breach by the Customer of its obligations under the Contract, AUDION reserves the right to take any appropriate measure made necessary by the circumstances and in particular :

suspend access to the Customer's services with immediate effect;
delete any Advertising that may infringe the rights of third parties or applicable laws and regulations.

Confidentiality

The Customer and AUDION agree to consider as strictly confidential all information and documents exchanged within the framework of the present, including the Contract, and this from the first exchanges whatever they may be, during the performance of the Contract and when the latter is terminated for any reason whatsoever.

Force majeure

In the event of force majeure, performance of the Contract is initially suspended. Any event meeting the criteria laid down by the French Civil Code and French case law, and more generally any event outside AUDION's control that prevents the normal performance of the Contract, shall be deemed to be a case of force majeure. Should this event last for more than ninety (90) days, the Contract may be terminated by AUDION, ipso jure and without legal formalities, by sending a registered letter with acknowledgement of receipt with immediate effect, without the Customer being able to claim compensation of any kind whatsoever. The Customer undertakes to pay the amounts due in respect of the Advertisements already published on the date of the force majeure event.

Modification of the general terms and conditions of sale

The general terms and conditions of sale applicable to Advertising are those in force at the time the Contract signed by the Customer is sent.

AUDION reserves the right to modify the general terms and conditions of sale at any time. Any new version of the said terms and conditions will be available on audion.fr and will apply immediately to the Customer.

Nullity

If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations of the said contractual documents will retain all their force and scope.

Applicable law - Jurisdiction

The Insertion Order and these General Terms and Conditions (the Contract) are governed by French law.

In the event of a dispute, the Paris Commercial Court shall have sole jurisdiction.

Annex 1: Personal data

In performing the Services, the Customer thus acts as the data controller and Audion acts as the data processor within the meaning of French Law 78-17 of 6 January 1978 "Informatique et Libertés" and the RGPD (hereinafter the "Applicable Personal Data Regulations").
The Parties agree to comply with their obligations under the applicable regulations on personal data.

Obligations of the Customer as data controller

It is the Customer's responsibility to comply with the obligations relating to informing the persons concerned and exercising their rights.

Audion's obligations as a subcontractor

When processing data on behalf of the Customer, Audion undertakes to comply with its obligations under the Regulations applicable to personal data.

Description of treatment

For the duration of the Contract, Audion is authorised, as a subcontractor, to process on behalf of the Customer the personal data necessary to provide the Services under the following conditions:

Nature of processing: collection, recording, organisation, structuring, hosting, deletion or destruction, access, etc.

Purpose of processing: provision of the Services.

Categories of data subjects: customers, prospects, subscribers of the Customer (hereinafter the "Public")

Types of personal data processed:

The type of device used (smartphone, tablet, computer, etc.) by the Audience,
The Public's device operating system (iOS, Android, Windows, etc.),
The browser used (Safari, Chrome, Internet Explorer, etc.) by the Public,
The advertising identifier linked to the operating system of the Public's mobile device,
The IP address of the device,
The geolocation data of the Public's device,
Information relating to advertisements broadcast to the public,

The URL and/or content of the website or mobile application on which the Public is browsing and where the advertisement is likely to be delivered and, where applicable, the information according to which the advertisement was delivered.
Details of the advertisement(s) shown to him/her (identity of the advertiser, type of advertisement, etc.).
The behaviour of the Public with regard to this/these advertisement(s) (time spent on the advertisement, clicks, etc.).
The number of occasions on which the Public has received the advertisement(s) broadcast by Audion.

Subcontractor's obligations

In addition to the confidentiality obligations set out herein which apply to all personal data, Audion undertakes in particular to:

use the personal data entrusted to it by the Customer solely on the Customer's behalf, in accordance with the Customer's documented instructions and for the sole purpose of fulfilling the Contract;

not transfer personal data to a third country or to an international organization that does not provide adequate safeguards for the protection of personal data, unless it complies with the terms of this Article or is required to do so by applicable law; in such case, Audion will inform the Customer of this legal obligation prior to the transfer, unless applicable law prohibits such information on important grounds of public interest;

not to transfer, use, modify or disclose the personal data to anyone, whether free of charge or in return for payment, without the Customer's prior written consent;

use personal data only on behalf of the Customer, in accordance with the Customer's documented instructions and for the sole purpose of providing the Services;

take into account, with regard to its tools, products, applications or Services, the principles of data protection by design and data protection by default;

to take the appropriate technical, organisational and structural measures to preserve the confidentiality and security of personal data, taking into account the nature of the personal data and the risks presented by the implementation of the Contract, and in particular to prevent it from being distorted, damaged or communicated to unauthorised third parties, and more generally to implement the necessary measures to protect personal data against any accidental or illicit destruction, accidental loss, alteration, distribution or unauthorised access;

take all necessary steps to ensure that its employees involved in the provision of the Services are adequately informed and trained to comply with the commitments made by Audion in terms of confidentiality and security of personal data in accordance with these terms;

notify the Customer, as soon as possible after their knowledge, and in writing, any incident relating to the processing and security of personal data and in particular any access, disclosure, use or unauthorized access or alteration or destruction of personal data, specifying the measures that are implemented by Audion to end the incident and prevent its recurrence. The Customer reserves the right to make requests, suggestions or comments in writing concerning the measures taken by Audion ;

to cooperate with the Customer in complying with its legal obligations under the Regulations applicable to personal data, and in particular to implement the rights guaranteed to the persons concerned, to carry out impact analyses and to communicate with the supervisory authorities;

at the Customer's option, delete all personal data or return it to the Customer at the end of the Contract and destroy existing copies, unless applicable law requires the retention of personal data;

make available to the Customer all the information necessary to demonstrate compliance with the obligations set out in this Clause and to allow audits, including inspections, to be carried out by the Customer or another auditor appointed by the Customer, and to contribute to such audits;

immediately inform the Customer if, in its opinion, an instruction from the Customer constitutes a breach of the Contract or of other provisions of European Union law or the law of the Member States relating to data protection.

Place of treatment

Audion undertakes to process personal data on behalf of the Customer from a member country of the European Union or from any other country recognised by the European Commission as having a sufficient level of protection of personal data with regard to the protection of privacy and fundamental rights and freedoms of individuals.
As an exception, Audion may transfer personal data entrusted to it by the Customer outside the European Economic Area for the sole purpose of the Contract. Prior to any transfer of data, Audion undertakes to:

provide the Customer with a list of countries outside the European Economic Area to which Audion will transfer data;

to cooperate with the Customer to ensure the implementation of adequate procedures to comply with the applicable Data Protection Regulations;

where applicable, to implement the standard contractual clauses governing the transfer of Personal Data as adopted by the European Commission;

Subsequent subcontractors

The Customer is hereby informed that Audion may use the services of subcontractors (hereinafter the "Subsequent Subcontractor").

Audion only uses sub-contractors who provide sufficient guarantees that appropriate security, technical and organisational measures have been put in place to ensure compliance with the Regulations applicable to personal data.

As part of the performance of the Contract, Audion may subcontract all or part of the processing to subsequent Subcontractors.

The list of authorised subsequent Subcontractors is given in point v. of this Appendix. The Customer shall be informed of any changes to this list.

List of subsequent subcontractors and purpose of subcontracting

Name of subsequent sub-contractor	Address and location of the subsequent sub-contractor	Purpose of the processing carried out by the Sub-Contractor
Adsquare	Adsquare GmbH - Saarbruck er Str.36 - 10405 Berlin	Provision of an analysis solution to create digital impact reports.
Cojecom	SARL COJECOM 13 avenue Albert Einstein 69100 Villeurbanne	Provision of the Mediamath DSP platform
Adswizz	Adswizz - AVENUE DU PORT 86C 204 BOX BRUSSELS	Provision of an Adswizz DSP platform
Google Cloud Platform	8 Rue de Londres, 75009 Paris	Data hosting.
MightyHive, Ltd	Pinnacle, 160 Midsummer Boulevard, Milton Keynes, Buckinghamshire, United Kingdom, MK9 1FF	Provision of an Amazon DSP platform and a Google DSP platform