General Terms and Conditions of Sale
"AUDION": means the company AUDION, a "Société par actions simplifiée" (French simplified private limited company) with share capital of 7694 euros, listed on the Trade and Companies Register of Paris under the number 834 462 061, and the registered office of which is at 85 rue Jouffroy d'Abbans 75017 Paris. AUDION declares, through and in accordance with these General Terms and Conditions, that it shall observe all rules on economic transparency, anti-fraud, compliance, anti-corruption and influence peddling (Sapin I and II Law), personal data (GDPR, CNIL regulations), as well as all rules governing advertising and digital media.
"Client": means the advertiser, acting directly or through an agent (advertising agency, central space purchasing 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 prove their capacity by means of a certificate of mandate or any other written means.
"Advertisement": means any Client advert, regardless of the format, comprising a business name, text presenting the company or business and a clickable URL link, and intended to promote its brand(s) and/or the supply of goods or services.
"Media": means the static and mobile websites of publishers or affiliates in AUDION's portfolio that can disseminate Clients' Advertisements;
"Contract": means all contract documents, consisting of these general terms and conditions and the related insertion order.
Only the general terms and conditions apply to the insertion order, to the exclusion of any other general terms and conditions. The general terms and conditions applicable are those in force on the date the Client signs the Contract.
The signing of a Contract by the Client implies that:
- It has read these General Terms and Conditions and accepted them in full
- It shall observe rules on advertising, in particular French regulations on economic transparency, anti-fraud, compliance, anti-corruption and influence peddling (Sapin I and II Law), personal data (GDPR, CNIL regulations), as well as all rules governing advertising and digital media.
It is agreed that the Advertisement subject to this Contract, as well as the Client's company name, trademark and logo, may be reproduced by AUDION for advertising purposes in any document or on any sales or promotional media. The Client certifies that it is able to authorise the use, reproduction and representation thereof and holds AUDION harmless from any action for infringement or unfair or parasitic competition, which may be brought against it as a result of the use, reproduction or representation of the Client's above-mentioned elements by AUDION.
The Contract may not be transferred by the Client, in whole or in part.
Confirmation of the Contract - Cancellation/deferral/amendment of the Contract
Upon receipt of the Client's Contract and subject to approval of the Client's Advertisement by AUDION, the Advertisement will then be disseminated on the Media referred to in the insertion order.
The Client must return the insertion order to AUDION no later than fifteen (15) days before the scheduled date for posting the Advertisement online. Only insertion orders signed by the Client will be taken into consideration.
In the event of a request for cancellation of the Client's Contract, by any means in writing, received by AUDION:
- between thirty (30) days and fifteen (15) days before the date on which the Advertisement provided for in the Contract is to be posted online, in addition to the Contract amount, AUDION will charge the Client compensation equal to 25% of the said amount of the cancelled Contract;
- between fifteen (15) days and five (5) days before the date on which the Advertisement provided for in the Contract is to be posted online, in addition to the Contract amount, AUDION will charge the Client compensation equal to 50% of the said amount of the cancelled Contract;
- less than (5) days before the date on which the Advertisement provided for in the Contract is to be posted online, in addition to the Contract amount, AUDION will charge the Client compensation equal to 75% of the said amount of the cancelled Contract.
Any request to amend the Contract, even in part, sent by any written means during performance of the Insertion Order, unless agreed otherwise between the Client and AUDION, in addition to the Contract amount, AUDION will charge the Client compensation equal to 30% of the Contract amount.
Technical elements - Content of Advertisements
The Client is responsible for providing AUDION with the elements of the Advertisement that it has designed or produced at least one (1) week before the planned publication date. This deadline may be increased or reduced, at AUDION's request, depending on the type of Advertisement to be disseminated. AUDION will then inform the Client at the time of signing the Insertion Order.
In the event of late submission of the Advertisement elements by the Client, AUDION reserves the right to defer the campaign depending on inventory availability, without the Client being able to claim any compensation of any kind whatsoever.
Furthermore, in the event of late submission of the Advertisement elements, AUDION undertakes to make every effort to deliver the entire quantity ordered. If, despite its best efforts, AUDION is unable to deliver the entire quantity ordered, the Client may not claim any compensation of any kind whatsoever.
For all formats, in the event of late submission of the Advertisement elements resulting in non-publication of the ordered Advertisement or deferral of the planned publication date and/or non-delivery of the entire quantity ordered by the Client, AUDION shall invoice the Client the amount stipulated in the Contract.
In case of non-compliance of the Advertisement with the technical characteristics required by AUDION and/or the applicable regulations and/or the editorial line of the Media, the Client shall make the necessary changes within the requisite time frames for publication of the Advertisement. These time frames shall be specified by AUDION.
In the event of continued non-compliance with the said technical characteristics, AUDION reserves the right not to disseminate the Advertisement, in whole or in part, without the Client being able to claim any compensation. In such a case, the full price of the Advertisement shall be payable by the Client irrespective of whether the Advertisement has been disseminated.
AUDION shall not be held liable for any defects or errors that may result from use of the technical elements provided by the Client.
It is specified that the above provisions on late submission of the Advertisement elements and on any request for cancellation, deferral or amendment of the Advertisement are distinct from each other. Consequently, the penalties provided for in the said provisions may be cumulative as soon as the conditions for their application are fulfilled. Moreover, these penalties apply without prejudice to any other damages to which AUDION may be entitled.
Right of refusal
AUDION may, at its sole discretion, decide to refuse the Contract or ask the Client to modify the Advertisement, without the Client being able to claim any compensation in the event of an Advertisement which is deemed to be inconsistent with the interests or editorial line of the Media (in particular in the case of an Advertisement used to promote products or services that are in competition with those of AUDION or the Media).
In the event of refusal of such an Advertisement, AUDION may automatically terminate the Contract, or cancel or suspend any Advertisement on this matter. In this case, the Client shall only be liable for payment of the sums owed in respect of Advertisements already disseminated, unless the Client is at fault. In this case, AUDION may also claim any compensation from the Client. AUDION does not hereby grant the Client any exclusivity in any form whatsoever.
Report on the performance of the order - Campaign report
At the end of each advertising campaign, AUDION will send the Client a campaign report by e-mail.
The Client accepts and acknowledges that the methods and technologies used by AUDION to prepare the campaign report shall take precedence over any other method or technology used. Therefore, in the event of a dispute, the data in the campaign report provided by AUDION shall be the official, definitive data and shall be deemed authentic between the Parties.
That data shall take precedence over any other data recorded by the Client or any other third party and shall solely be admitted as evidence.
Prices, invoicing and payment terms
The price, commercial terms and conditions and general terms and conditions in force on the date of signing the Contract shall apply for invoicing purposes.
Prices are quoted exclusive of VAT; all duties, taxes and levies on the dissemination of advertising messages shall be borne by the Client. They do not include the costs of producing the technical elements that the Client must transmit to AUDION for the dissemination of its advertising messages on the Media.
Invoices will be issued as soon as the advertising campaign is posted online. They will be sent to the advertising Client and, where applicable, a copy will be sent to the agent Client.
- Invoices shall be payable within 30 days of the date of invoicing unless otherwise agreed in writing by AUDION. Payments by cheque, by bank transfer or by bills of exchange, even if accepted, will not bring about any novation or derogation. Refusal to accept our bills of exchange or non-payment by any due date shall render all outstanding debts immediately payable. Early payment shall not give rise to any discount.
- In the event of a payment incident or late payment, AUDION reserves the right to terminate or suspend the dissemination of any orders in progress to the exclusive detriment of the Client.
- An agent Client, prior to signing the Contract, shall notify its principal of the terms and conditions of the Contract taken out, including the General Terms and Conditions, and shall ensure the express acceptance thereof by the principal.
- If the Client 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:
- the payment of late payment interest, payable from the relevant due date until payment is received in full, on the basis of three times the statutory interest rate, without any reminder from us being necessary;
- the payment of fixed compensation for collection costs equal to 40 euros. If the collection costs incurred by AUDION are more than the amount of that fixed compensation, AUDION will request, upon the presentation of supporting documents, additional compensation from the relevant Client.
- AUDION reserves the right to amend the payment terms (possible request for advance payment), or to refuse or suspend any Client Contract that does not present adequate financial guarantees confirmed by AUDION's administrative and finance department.
AUDION undertakes to disseminate the Advertisement taken out by the Client in accordance with the terms of the Contract. In the event of a change in the terms of performance and/or dissemination of an Advertisement, AUDION shall inform the Client and obtain its consent to the planned changes. In this case, the Client may cancel the Contract exclusively on the basis of just cause and without being able to claim any compensation whatsoever.
If the planned dissemination date cannot be respected due to AUDION, another dissemination date will be determined to suit the Client in accordance with the same terms and conditions as those stipulated in the Contract. If the Client does not agree to another date for the dissemination of the Advertisement, the Contract will be cancelled at no charge. In such a case, the Client may not claim any compensation of any kind whatsoever.
AUDION shall not be held liable in the event of delay, improper performance or non-performance of the Contract as a result of the Client or the Media or due to force majeure or a fortuitous event. AUDION shall not be liable for any interruption or malfunction of the Internet network.
In the event that AUDION is held directly liable as a result of its established fault, any claim against AUDION, in order to be admissible, must be notified to it by registered letter with acknowledgement of receipt within a maximum of thirty (30) days following the operative event.
Any failure by AUDION to perform any of its obligations shall only entitle the Client to compensation in the event of a demonstrated loss.
In any case, AUDION shall not be held liable for any indirect damage such as, in particular, any additional costs, commercial loss, financial prejudice, loss of clients, loss of revenue, loss of profit, loss of orders, loss of data, loss of savings, any commercial disruption whatsoever, loss of earnings or alteration of brand image, even if that damage was foreseeable and had been brought to its attention.
AUDION may not be held liable in any way in the event of copying, counterfeiting, imitation or in general, any reproduction of all or part of the Advertisement by a third party, or any publication incident due to disruption on the electronic communication network.
In all cases and without prejudice to the foregoing provisions, AUDION's liability will be limited to the amount of the Advertisement for which it is held liable, irrespective of the cause of its liability and for all causes combined.
Client's liability - Warranties
The hypertext link behind the Advertisement must only redirect to a Client website.
The Client holds AUDION harmless from any action, claims and/or convictions or other consequences that could result from action by a third party due to this relationship, particularly in the event that the content of the said Client's website, or websites to which that website redirects, is inconsistent with the regulations in force.
The Client warrants that the Advertisement complies with the characteristics, in particular, technical and graphic characteristics, imposed by AUDION, which it shall ensure that it has been notified of prior to signing the Contract.
The Client is solely responsible for the entire content of the Advertisement, regardless of how it will be disseminated on AUDION's Media.
The Client expressly represents that it has the necessary literary and artistic property and industrial property (trademarks, drawings, models) authorisations and rights and, where applicable, image rights to any person appearing in the Advertisement and rights to any element appearing in the Advertisement, and that the Advertisement, and the Client's website to which it redirects, comply with public policy, morality, any legal, administrative or ethical rule relating to its profession, as well as the recommendations of the "Autorité de Régulation Professionnelle de la Publicité" (Professional Advertisement Regulatory Authority).
AUDION reserves the right to refuse or amend any Advertisement or any content, at any time during the term of the Contract, in the event that it proves not to comply with the regulations applicable by AUDION or with its editorial line. Such refusal shall not entitle the Client to any compensation and shall not exempt the Client from paying the sums due.
AUDION's acceptance of the Advertisement shall not engage AUDION's liability and shall not be regarded as confirmation by AUDION of its compliance with the provisions hereof and/or with the regulations in force, or as a waiver by AUDION of its rights pursuant hereto.
In any event, the Client shall be liable for damage of any kind, caused to AUDION or to any third party, originating from non-compliance with legal obligations or contractual commitments, and/or originating from the Advertisement. The Client shall hold AUDION harmless from any conviction or other consequences that may result from action by a third party.
The Client authorises AUDION, on a non-exclusive and worldwide basis, to use, reproduce and represent the Advertisement, and to make it available to the public on the Media including, in particular, the trademarks, logos, creations protected by copyright as well as any distinctive signs appearing in the Advertisement.
The Client shall not acquire any proprietary rights or user rights to screenshots or to any trademarks, logos, distinctive signs or, more generally, any intellectual property rights, which shall remain the exclusive property of AUDION.
Inclusion of tags in the Advertisement by the Client
The Client undertakes, personally and on behalf of any possible service provider and/or intermediary, to comply with all rules relating to the protection of user data, the processing of electronic communication data and the use of tracking technologies such as tags and cookies, and direct marketing.
In this context, the Client must inform and obtain AUDION's express prior consent if it wishes to include cookies, tags, pixels, code or any other tracker (hereinafter "tags") in the advertising creations that it submits to AUDION, thus enabling AUDION to collect the connection data of internet users.
In case of AUDION's express consent, the Client and AUDION shall draw up a specific contract setting out the terms and conditions of data collection, processing and storage as well as the obligations to be complied with by each party in this context. In the absence of AUDION's consent, the Client acknowledges that such inclusion is prohibited.
In the event of AUDION's consent, the Client undertakes not to collect personal data (as defined by the French Data Processing Act, including any data regarded as "sensitive" or any cookies or IP addresses) through such tags and, in general, to comply with applicable regulations on this matter.
The Client is solely responsible for any security breach relating to such tags.
The Client accepts that AUDION may ask it, at any time, to modify or disable one or more tags or to implement any necessary measure to prevent the integration of such tags, in the event of the Client's breach of its obligations, or in the event that AUDION becomes aware of any imminent or existing technical disruption or malfunction jeopardising the security of the relevant Media.
As such, the Client undertakes to allow AUDION access to the data collected by means of such tags by setting up access to a real-time tracking tool, it being understood that the Client will then be responsible for the proper functioning of that tool and will have to remedy any malfunction notified to it by AUDION.
Right to access and correct computer files
In accordance with the provisions of Law No. 78-17 of 6 January 1978 on data processing, files and freedoms, as amended by Law No. 2018-493 of 20 June 2018 on personal data protection, any Client who is a natural person has a right, towards AUDION, to access, correct and object to the processing of its personal data.
AUDION may be required to disclose any contact details and the content of Advertisements obtained pursuant to Insertion Orders in order to carry out commercial prospecting operations or as part of the services requested by the Client in Insertion Orders. The Client may object to such disclosure by notifying it by e-mail at the address firstname.lastname@example.org.
Suspension - Termination
In the event that AUDION breaches any of its obligations under the Contract and after seven (7) days following receipt by AUDION of a registered letter that has remained unheeded, the Contract shall be automatically terminated without prejudice to any damages that may be claimed from AUDION.
Similarly, AUDION reserves the right to automatically suspend and/or terminate the Contract, at any time, without delay, without any formality other than sending a registered letter that has remained unheeded for 7 days and without any entitlement to compensation, in the event of non-compliance by the Client with any of the provisions of the Insertion Order and/or these General Terms and Conditions or if AUDION believes that it may be held liable for the Client's actions or in the event of fraud or obvious disloyalty by the Client or if all or part of the Advertisement proves to be non-compliant with applicable laws and regulations, or with the terms of the Contract. Such suspension/termination will not prevent AUDION from claiming damages from the Client according to the loss sustained by AUDION.
The Client and AUDION agree to consider all information and documents exchanged pursuant hereto, including the Contract, as strictly confidential, as from the first time any such information and documents are exchanged, during the term of the Contract and when it has ended for whatever reason.
In the event of force majeure, the performance of the Contract shall initially be suspended. Any event fulfilling the criteria set out in the French Civil Code and French case law, and more generally any event external to AUDION that impedes normal performance of the Contract, shall be regarded as force majeure. If that event should last for more than ninety (90) days, the Contract may be automatically terminated by AUDION with immediate effect, without any legal formalities, by sending a registered letter with acknowledgement of receipt, without the Client being able to claim any compensation whatsoever. The Client undertakes to pay the amounts due for Advertisements already published on the date of the force majeure event.
Amendment of the general terms and conditions of sale
The general terms and conditions of sale applicable to the Advertisement are those in force when the Client sends the signed Contract.
AUDION reserves the right to amend the general terms and conditions of sale at any time. Any new version of these terms and conditions will be available on audion.fr and will immediately apply to the Client.
If one or more provisions of the Contract or of these General Terms and Conditions are held to be invalid or are declared as such pursuant to a law, a regulation or following a final judgment by a competent court, the other provisions of the said contract documents shall retain their full force and effect.
Applicable law - Award of jurisdiction
The Insertion Order and these General Terms and Conditions (the Contract) are governed by French law.
In the event of a dispute, the Commercial Court of Paris shall have sole jurisdiction.