General conditions of sale of the company APP ASO
DEFINITIONS:
For the proper understanding of these terms, the following definitions are agreed:
“The Client”: the advertiser or his agent who contracts with a view to purchasing a service from AppASO.
“AppASO”: The company granting the service to the Client.
“The Parties”: together the Client and AppASO.
“Media”: websites, mobile websites and applications dedicated to smartphones (such as Iphone, Android, etc.) published by AppASO or by its Partners and accessible via the internet, mobile internet and telephone networks.
"The Files": the Data relating to the person of the Internet users and Mobile users composing the databases collected, enriched or marketed by AppASO.
“Data or Personal Data”: set of information relating to a person such as surname, first name, postal address, email address, age, etc.
“The General Conditions”: the present conditions applying to the order and defining the general framework of the services.
"The Special Conditions": the confirmation of the order placed in application of these General Conditions and comprising in particular, the identification of the Parties, the services provided, the identification of the media used, the definition of the products ordered and their number, the terms of execution relating to the services, the execution times, the applicable price and, where applicable, the ancillary services provided.
Terms of Sales
Application of these general conditions of sale – Supremacy: The purpose of these conditions of sale is to define the conditions for the marketing of the services and communication products marketed by AppASO from any Client (hereafter understood as the "advertiser or the advertiser's agent").
The subscription of a purchase order for the placing of any order with AppASO implies the Customer's unreserved acceptance of these General Terms and Conditions of Sale which prevail, by express agreement between the parties, over any other general or specific conditions of sale or purchase specific to the Customer.
Placing an order: Any order from an advertiser or its agent will be perfect and taken into account only if one of the copies of the offer established by AppASO in two copies is returned to the latter, duly signed with the stamp of the Customer, and the handwritten mention "good for agreement", at the latest within the period stipulated in the offer which may not be less than two weeks before the start of the service. Any order placed by an agent must be accompanied by the notification of the mandate between the advertiser and his agent.
In order to be taken into consideration, any modification of a previous order must reach AppASO no later than seven (7) days before the date set for the start of the service.
Distribution of advertising banners: AppASO provides its Customers with advertising space in the form of banners, buttons, advertisements both on its proprietary media and on the media of its partners.
These advertising banners are displayed on websites, mobile websites or applications dedicated to smartphones.
Customer shall provide AppASO the creations and all the other technical elements necessary to put the campaigns online, respecting the deadlines necessary for the implementation, communicated by AppASO.
Regarding the counting of displays of advertising banners, only the counting tools of the company AppASO are authentic. Consequently, the Customer waives all recourse in the event that the counting carried out by its tools gives different results from the counting carried out by the tools of the company AppASO.
Collection and qualification of Files: In the case of the collection and qualification of data on behalf of Clients, AppASO provides its Customers with its data collection tools that allow them to create and qualify their own files according to criteria specific to each Customer.
In this case and in this case only, the customer acquires full ownership of the files delivered by AppASO as well as the associated qualification.
The quantities collected and qualified correspond to the quantities agreed contractually with a deviation tolerance of plus or minus 5%.
Consequently, the Customer bears without recourse against AppASO, any difference of less than 5%.
Provision of Files: In the case of provision of an already existing file, the data may only be used for the Customer in his name and on his behalf, for a single use and only within the framework defined in these General Conditions, except formal and written derogation.
In its use of the files, the Customer undertakes to respect the LCEN law n°2004-575 of June 21, 2004 and to guarantee AppASO of any direct or indirect consequence in the event that he has not complied with this law.
The agreement for the provision of files does not imply any transfer and prohibits any communication to third parties not expressly authorized, except for formal and express derogation from AppASO in the Special Conditions agreed between AppASO and the Customer.
The use of the nominative references of the persons with the associated addresses is therefore only granted within the framework of the sole advertising campaign mentioned in the Specific Conditions.
The information contained in the File may only be integrated into the Client's files by the response of prospects to messages sent by the Client and received in return from prospects.
Files marketed by AppASO have been regularly declared and registered with the CNIL.
The addresses and other Personal Data of the Files are and remain the respective property of their owners, as author and producer of the said Files pursuant to the provisions of the law of March 11, 1957 on copyright (Title I and II of the Intellectual Property Code) and the laws of July 3, 1985 and July 1, 1998.
The respective Owners of the Files are the sole holders of the private rights to the associated databases, the Files and the information they contain (data, questionnaire, analysis, etc.). The Customer cannot claim any rights in this respect.
Consequently, the appropriation of the File data by the Customer or any use outside the limits of this provision agreement will be sanctioned and the Customer's liability may be incurred for the damage suffered by AppASO and the respective owners and, if applicable, for unfair competition and parasitism or for breach of contract.
Consequently, the Customer undertakes not to assign, copy, reproduce, in whole or in part, even free of charge, merge the addresses and other Data extracted from the Files with other files, enrich another file, or even use them to address Internet users directly, outside the framework defined herein.
The Customer acknowledges having no claim concerning the Files and only having a precarious right exercised within the framework of these general sales agreements.
Absence of exclusivity – Competition: AppASO does not hereby grant any exclusivity whatsoever, unless otherwise agreed when placing the purchase order expressly stipulated on the order form.
AppASO therefore reserves the right to conclude a contract of the same nature with any other client, without being liable for any compensation to the Client.
Accordingly, AppASO does not guarantee the absence of identical services on behalf of the Client's competitors during the same service or distribution period.
Advertiser's commitments regarding advertising content: The Client (the advertiser and its agent) is responsible for the content (text, visuals, format, sounds, etc.) of its advertising message and its compliance with laws, regulations or ethical rules. applicable.
The Customer undertakes that his website, his mobile website and/or his application for smartphone comply(s) with public order, good morals, generally with any legal or ethical rule.
Copyright: The Customer declares that the advertiser is the holder of the literary or artistic property rights, in particular of reproduction and use, copyrights, industrial property rights (trademarks, designs, models), rights relating to the human person (image, voice etc.) concerning all of its creations and the elements composing its advertising message (banner, button, advertisement etc.), so that the responsibility of AppASO can in no case be sought as a result, for any reason whatsoever.
The Customer guarantees AppASO against any claim that it may be subject to and undertakes to indemnify it for any direct or indirect damage.
Refusal of an insertion order or interruption of an advertisement: AppASO reserves the right to refuse any order of insertion or to interrupt at any time, without notification, the distribution of an advertisement, the content of which does not comply with the laws and regulations in force, is of a political, philosophical or religious, would be contrary to morality, ethics or public order or would be likely to harm the brand image or the interests of AppASO.
The advertiser cannot claim any compensation for this refusal; Nor can he use this refusal as an argument for not honouring, on their due dates, the payment of royalties and, where applicable, technical costs for advertisements already inserted or placed online.
In addition, in the event of an injunction from the public authorities or proceedings concerning the refused advertisement, the advertiser, in addition to guaranteeing AppASO, from any claim for damages and legal costs, will bear the costs of possible removal of advertising.
In case of refusal by AppASO of an advertisement that does not comply with the stipulations of these General Conditions, the Customer has the option of providing AppASO a new advertising message satisfying the said stipulations for a replacement broadcast, and failing that, to purely and simply cancel his order, without payment of any fixed compensation.
Delivery of elements relating to the insertion: The advertiser or his agent must provide AppASO any promotional element (banner, button, creation, etc.) in the form of an electronic file, in sufficient number and in accordance with AppASO requirements, at least seven (7) days before the first date the campaign is put online. Failing that, AppASO would be entitled to refuse to put the advertising campaign online on the agreed date.
In the event of non-compliance of the advertisement with the required technical standards, the Client must make the necessary modifications within the initial deadlines required for posting online or, if this is impossible within these deadlines, for any posting online at a later date. , within the deadlines which will be specified to it by AppASO.
The creation (design, animation, flashing…) of the insertion (banners, buttons…) of the advertiser must be subject to the prior and express agreement of AppASO.
Defects constituting poor workmanship in the advertising material such as excessive electronic weight of the advertising banners or the delay in the delivery of the said material, as well as a delay in the launch of the Internet site(s) they are intended to promote, can not justify, in any case, the termination of the insertion order, nor give rise to the right to damages for the benefit of the advertiser or his agent.
In addition, delay not duly reported within seven (7) days prior to the start date of the campaign as shown on the insertion order, will result in billing by AppASO on the agreed date, for the relevant advertisement(s), including for time-limited products.
The delay in the delivery of the material or the launch of the website(s) duly reported within seven (7) days, will authorize the postponement of the online publication within new deadlines which will be specified to it by AppASO, depending on schedule availability.
Pricing
- Current price :
The prices are those in force on the day of the operation, the prices as shown in the AppASO brochures always being indicative and liable to change during the year. The prices quoted are valid for one month.
The current rate is communicated by AppASO to any advertiser who so requests.
The prices are exclusive of taxes and transport costs, which are borne in addition by the Customer who undertakes to do so.
– Taxes:
All present and/or future taxes concerning advertising (online or otherwise) are not included in the price and are therefore, entirely, in addition, the responsibility of the Customer.
– Exceptional operations:
The rates for services requiring special programming and for all partnership operations will be the subject of a prior estimate established according to the type of operation.
Price changes:
Any price change is brought by any means, to the knowledge of the Client, whose insertion orders have not yet been executed one (1) month before the date of entry into force of the new price. The Client then has a period of ten (10) days to cancel his order in writing. In the absence of such cancellation, the Customer is deemed to have accepted the new tariff which applies to any insertion not yet executed.
Terms of payment: Invoicing is established in the name of the Customer, upon registration of the order. Payments are payable by bank transfer or check.
Unless otherwise agreed, any first order from a Customer will give rise to a cash payment of 30% on order, the balance being payable 30 days from the date of invoicing.
All other orders are payable 30 days from the invoice date.
However, AppASO may, if the Customer's solvency is recognized as low, request full cash payment. By express agreement, regardless of the method of payment provided, failure to pay on the due date will automatically and without prior notice, without prejudice to the clause
"TERMINATION" below:
– the immediate application of default interest at the legal rate increased by 1.5 times the legal interest rate. The interest is due by the simple fact of non-compliance with the deadlines of the contractual term. This rate is calculated pro rata temporis per period of one month. The aforementioned sum will be capitalized at the end of each annual period. Late payment interest will be collected notwithstanding any damages to which
AppASO could claim.
– the forfeiture of the term of any order in progress and the immediate payability of all maturities remaining due;
– exercise by AppASO a right of retention on all documents and materials entrusted by the Customer as long as all sums due to him have not been paid in full, without prejudice to the right for AppASO, if it sees fit, notwithstanding any other recourse, to suspend , as an immediate sanction, the execution of any order of insertion of the Customer and to immediately suppress the execution of the orders of the Customer, until the resumption of his payments, and this without the advertiser being able to claim any indemnification against AppASO and without prejudice to changes in prices and deadlines that may apply when the performance of the services is resumed. It is understood that the accrued part of the service before interruption will be due by the Customer.
Discount for cash payment: AppASO does not practice discount for cash payment.
Quality – Limitation of liability in the event of yields deemed insufficient by the client: AppASO will take all care to satisfy the qualities of use in the profession of direct communication and advertising.
However AppASO cannot guarantee that the files are free of errors, outdated or inaccurate references.
Under no circumstances the responsibility of AppASO cannot be sought for the adequacy of the files to the objectives that the Customer wishes to achieve.
AppASO cannot be held responsible for the yield of an operation carried out using the files made available to it or the files collected and qualified for the Client or the advertising banners made available to the Client on the media.
Quantities – Complaints: The quantities of addresses or advertising banners made available correspond to the quantities agreed contractually with a deviation tolerance of plus or minus 5%.
Consequently, the Customer bears without any recourse against AppASO, any difference of less than 5%.
Regulations – Data processing and liberties: It is the Customer's responsibility to have the necessary legal and administrative authorizations, with regard to the use and collection of files.
The Customer undertakes to respect the provisions of law n°78-17 of January 6, 1978 relating to data processing, files and freedoms, modified by law n°2004-801 of August 6, 2004 which governs the implementation of files or processing of personal data, in particular by
declaring his File to the CNIL.
The Customer undertakes to comply with the provisions of Law No. 2004-575 of June 21, 2004 on confidence in the digital economy, which lays down the principle of "prior consent" to receive direct prospecting, now codified at Article L34-5 of the Post and Electronic Communications Code.
The Customer is also informed that the personal data cannot be the subject of any selection which would reveal, directly or indirectly, the racial origins or the political, philosophical or religious opinions or the union memberships of the people, the morals and sexual orientations. .
AppASO Limitation of Liability : Execution times for insertion orders or orders are always given by AppASO for information. The Customer may not cancel an order due to non-compliance with deadlines or engage the responsibility of AppASO for this reason.
In addition, any delay, suspension or cancellation in the broadcast or posting of the advertising insert due to a technical failure of the Internet network, the mobile Internet network or the telephone network, such as without the list being exhaustively, a malfunction or interruption of the Internet network or generally the occurrence of any fortuitous event or force majeure, cannot give rise to a right to compensation of any kind whatsoever, from AppASO, for the benefit of the advertiser and / or his representative.
Expressly, are considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French Courts and Tribunals, total or partial strikes, internal or external to the company, lockouts, bad weather, epidemics, blockage of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or regulatory changes in forms of marketing, computer failures, blockage telecommunications and distribution networks, and more generally, any other case beyond the express control of one of the Parties which would prevent the normal performance of this agreement.
In the event that a liability could be held judicially against AppASO, by express agreement, the damages charged to the latter will be limited to the sums actually paid by the Customer to AppASO for the purchase of the space concerned or the service in question. Under no circumstances will AppASO cannot be held liable for compensation for indirect damage, such as commercial damage, loss of orders, any commercial disturbance, loss of profit, absence or poor response to an advertising campaign, loss of image, etc. Any action directed against the Customer by a third party is understood as indirect damage and therefore does not give rise to the right to compensation at the expense of AppASO.
Conditions of cancellation, modification and complaint: Only cancellation requests made by the Customer by registered letter with acknowledgment of receipt which will respect a minimum notice of seven (7) working days before the scheduled start date of execution of the order may be taken into account, and will give rise to application by AppASO a lump sum indemnity payable by the Customer of 30% of the initial amount, as lump sum and overall compensation. AppASO is authorized to withhold the amount of said indemnity before any reimbursement to the Client.
Any cancellation request made less than seven (7) days before the scheduled start date of the execution of the order cannot be taken into account: in this case, the entire initial amount will be payable by AppASO.
The failure of the advertiser or agent to supply elements relating to an order does not constitute a cause for cancellation of the contract.
Any complaint concerning a service must be made within five (5) working days of the start of the service so that any anomaly can be corrected as soon as possible. Failing this, the service will be deemed compliant.
In any case, no complaint can be taken into account by AppASO if it is not consecutive to a control carried out jointly by the advertiser and an employee of AppASO
Termination clause: AppASO may terminate the contract with immediate effect, in the event of non-payment on any of the due dates, five (5) working days after sending a registered letter with acknowledgment of receipt addressed to the Customer, without prejudice law for AppASO to pursue the payment that remains due to it for the services provided or remaining to be provided and to suspend, as a first and immediate penalty, the performance of any service in progress until the possible resumption of payments by the Client.
In the event of breach by one of the parties of one or other of the other obligations hereof, not remedied within fifteen days, of sending a registered letter with acknowledgment of receipt, notifying the breaches in question, the other party may avail itself of the automatic termination of the contract, subject to all damages to which it could claim, in accordance with this agreement.
In the event of reorganization or judicial liquidation proceedings, temporary suspension of proceedings, bankruptcy or similar proceedings, the contract will be terminated automatically.
Subcontracting: as part of the performance of its services on behalf of the Client, the company AppASO is authorized by the Customer to call on external subcontractors for any technical service.
Confidentiality:
The Parties agree to keep secret all the information and documents provided during the execution of these presents.
They undertake to obtain a similar commitment from their staff and their subcontractors.
General provisions :
ENTIRE AGREEMENT: These General Conditions, as well as the Special Conditions setting the conditions of the order, together express the entirety of the obligations of the parties.
TOLERANCE: The fact for one of the parties not to take advantage of a breach by the other party, of any of the obligations referred to herein, cannot be interpreted for the future as a waiver of the obligation in question.
PARTIAL CANCELLATION: If one or more stipulations of these conditions are held invalid or declared as such pursuant to a law, a regulation or following a final decision of a competent jurisdiction, the other stipulations will keep all their strength and scope.
ELECTION OF DOMICILE: The Parties elect domicile at their respective domiciles or registered offices.
Edit:
AppASO reserves the right to modify its general conditions of sale at any time.
Applicable law and attribution of jurisdiction:
The execution and interpretation of this contract are governed by French law. As such and more generally for the execution and interpretation of these and their consequences, the Parties expressly assign jurisdiction to the Commercial Court of Paris, notwithstanding multiple defendants or warranty claims.