TERMS OF SALES
AVENT MEDIA GROUP (hereinafter « AVENT MEDIA GROUP ») is a Marketing & Digital communications agency that uses the latest technological platforms to define and anticipate consumer behavioral issues. AVENT MEDIA GROUP offers a wide range of Services (hereinafter the « Service(s) ») and creates different types of marketing campaigns on behalf of Advertisers.
In the case of media plans (purchase of space), paid referencing (sponsored links), AVENT MEDIA GROUP acts as an intermediary on behalf of the Advertiser; and therefore is part of a signed mandate certificate in principle for each calendar year.
By entrusting a Service, the Advertiser accepts the constraints inherent in the multiple aspects and capacities of the complex and evolving media that is the Internet. The Advertiser acknowledges that AVENT MEDIA GROUP is only bound by a simple obligation of means (unless otherwise explicitly stated on the order form in terms of an obligation of result) and declares 1/ that it has the full capacity of commitment of its company and 2/ that it has full competence and understanding of the terminologies and tools used and more generally of the content of the Service entrusted to AVENT MEDIA GROUP at the time of the order and subsequent exchanges.
The Service is subject to the present General Terms and Conditions of Sale (hereafter: « GTC ») and the Special Terms and Conditions of Sale (hereafter: « STC ») established at the time of the order; the GTC and STC prevail over any other terms and conditions of purchase of the Customer.
In the case of a media plan (purchase of space) and/or paid referencing (sponsored links), the Service is also subject to the GTCs of the media.
The sending of an estimate to the customer (in the form of an order form or mandate contract) only commits AVENT MEDIA GROUP after validation by its Management. The order form summarizes the agreed services, the main terms and conditions, and the budget dedicated to the Service; the terminology used can always be specified by AVENT MEDIA GROUP upon consultation of the glossary or simple request. The sending of a signed order form by the Advertiser constitutes acceptance without reservation of the GCS and CPV by the latter. AVENT MEDIA GROUP reminds you that its GCS are always available on request and can be freely consulted 24 hours a day on its website; the GCS are in principle attached to the order and/or mandate and are therefore always binding on the Customer. AVENT MEDIA GROUP reserves the right to modify its GCS, provided that it informs the Advertiser by any means, and the Advertiser undertakes to regularly consult the GCS available on the Internet before placing any order.
2/ Evidential force of electronic notifications
All data, information, files and any other digital element exchanged with the Client, as well as any expression of will, including by electronic means, relating to the Service shall constitute admissible, valid, opposable and probative evidence of a private act. The Advertiser undertakes not to contest the admissibility, validity, opposability or probative force of the aforementioned elements of an electronic nature or in electronic format, on the basis of their electronic nature. In the absence of proof to the contrary, these elements will be valid and opposable between the parties in the same manner, under the same conditions and with the same probative force as any document that would be drawn up, received or kept in writing. All notifications must be sent by e-mail to the e-mail addresses indicated by each of the parties. It is therefore incumbent on the Customer to ensure at all times that the postal or electronic contact details and data communicated to AVENT MEDIA GROUP under the terms of the order form and relating to its account are up to date and accurate throughout the duration of the Service. To this end, the Advertiser undertakes to notify AVENT MEDIA GROUP without delay, in writing, of any change in these elements. However, it is specified that any notification of grievances by the Client relating to the Service and invoicing must, in order to be admissible, be sent by registered letter with acknowledgement of receipt to the registered office of AVENT MEDIA GROUP.
3/ Values, parameters, deadlines, durations, objectives, etc.
The values, parameters, deadlines, durations, objectives (performance or other) etc. of the Service are generally indicated on the order forms; given the unpredictability of all the complex parameters of a Service, these are always by nature indicative, average and purely forecast data that AVENT MEDIA GROUP endeavours to respect in the context of its obligations. Failure to comply with them may not give rise to cancellation of orders, damages for delay or failure, rebates or discounts, or compensation for direct or indirect, unforeseen or exceptional damage claimed by the Customer. The budget dedicated to the Service may be allocated beyond the duration initially planned and up to its balance.
4/ Exclusive value of data and statistical tools AVENT MEDIA GROUP
The Advertiser accepts without reservation that the data and/or statistical and/or measurement tools of the Service used by AVENT MEDIA GROUP (clicks or any other agreed unit of measurement of values) are irrevocably accepted by the Advertiser as being exclusively authoritative and deemed official and definitive; they prevail over any other data or tools of the Client or third parties. The data and statistics issued or provided by AVENT MEDIA GROUP alone and validly serve as contractual data. The reports, reports, essays, tables, texts, messages etc. relating to the performance of the Service are deemed to be regularly sent by AVENT MEDIA GROUP to the Client, either directly or by electronic access to the tools; the Advertiser undertakes to read them regularly; this data may take any form. In the absence of an explicit and detailed objection from the Client received by within 7 days of their notification, their contents are definitively binding on AVENT MEDIA GROUP to the Client and the Service deemed accepted, as performed in accordance with the order.
5/ Cancellation or modification of order or mandate
The order or mandate may only be cancelled or modified by the Advertiser with the express consent of AVENT MEDIA GROUP and after the parties have agreed to the terms and conditions for indemnifying AVENT MEDIA GROUP for any resulting damage.
6/ Benefits contrary to custom
AVENT MEDIA GROUP reserves the right at any time, if it considers that the Service is likely to contravene the customs, morality, ethical rules in force, or principles in force at AVENT MEDIA GROUP, or is simply likely to engage its responsibility: 1/ to ask the Client for any modification of the Service requested, a request to which the Advertiser undertakes to respond as soon as possible, 2/ to refuse, cancel or suspend any order, mandate, Service, etc., which is not in accordance with the terms of the Agreement, 3/ to terminate the Service and/or the current mandate at any time. Decisions motivated by AVENT MEDIA GROUP do not give rise to any compensation of any nature whatsoever to the benefit of the Client. A total or partial reimbursement of the Service remains possible in the event that the Service departs from AVENT MEDIA GROUP’s current internal principles; and in this case, the reimbursement can never exceed the amounts already paid to AVENT MEDIA GROUP, the Advertiser cannot claim any other compensation of any nature whatsoever.
The Advertiser irrevocably and permanently guarantees AVENT MEDIA GROUP, so that it is in no way liable to be held liable or held responsible: 1/ that it has and will freely and permanently dispose of all intellectual rights to the data (texts, sounds, images, etc.), and 2/ that it will be able to use the data in accordance with the terms and conditions set out in this Agreement. AVENT MEDIA GROUP is in no way responsible for any possible and alleged transgressions, encroachments, or counterfeits of data or rights entrusted by the Advertiser in the context of the Service, 2/ that it has made or will make its own arrangements for all remuneration due, in particular for reproduction, communication and making available to the public in the context of the Service, and that it has entered into all necessary contracts and has obtained or will obtain all prior authorizations from all natural persons entitled to rights (i.e., rights holders, including collective management societies), and from all natural persons whose name, image, voice, biography or property (tangible or intangible) etc., is or will be protected by copyright, trademark or other intellectual property rights, and that it has obtained or will obtain all prior authorizations from all persons entitled to rights (i.e., rights holders, including collective management societies), and from all natural persons whose name, image, voice, biography or property (tangible or intangible) etc., is or will be protected by copyright, trademark or other intellectual property rights. 3/ that the direct or indirect content of the data published on the Internet as part of the Service does not contravene any standard and/or regulation in force (in particular relating to advertising, competition, sales promotion, intellectual property, use of the French language, personality rights, collection of personal data, etc.), nor any right of third parties (relating in particular to the intellectual property rights on their works, software, etc.). ), nor more generally to the rules or practices in force and in particular to the guidelines of the International Chamber of Commerce, and does not contain any defamatory or damaging message with respect to third parties, the whole without this list being exhaustive, 4/ that the data provided to AVENT MEDIA GROUP in order to proceed with the Service does not give access by means of « hyperlinks » to websites whose content is likely to be contrary to the regulations in force or which present false, misleading or misleading information or documents of a defamatory nature, or which are infringing or infringing on anyone or, more generally, unlawful, prejudicial to AVENT MEDIA GROUP or any third party. The Advertiser undertakes that no click made within the framework of the Service will cause damage to the computer of a user or Internet user, will lead to the downloading of software without the user’s or Internet user’s knowledge, or will change a user’s settings, or will create unwanted advertisements, in particular sequential advertisements, so-called « pop-up » or « pop-under » windows, etc. The Advertiser undertakes to ensure that no click made within the framework of the Service will cause damage to a user’s or Internet user’s computer, or will lead to the downloading of software without the user’s or Internet user’s knowledge, or will change a user’s settings, or will create unwanted advertisements, in particular sequential advertisements, so-called « pop-up » or « pop-under » windows, etc. and, more generally, to generate harm for anyone or damage to AVENT MEDIA GROUP or engage its liability. The Advertiser undertakes not to engage, or will not incite others to engage, in spamming, or in irregular, malicious or click fraud activities (according to the principles of the regulations and jurisprudence in force), 5/ that the elements transmitted to AVENT MEDIA GROUP to enable it to perform its Service are compatible with all browsers and types of Internet connection available on the market on the day the order form and/or mandate is signed. The Advertiser undertakes to inform AVENT MEDIA GROUP without delay of any complaint made by a third party in the context of the performance of its Service so that AVENT MEDIA GROUP can, if necessary, suspend or interrupt the Service without this suspension or interruption giving rise to any right to compensation whatsoever for the benefit of the Customer.
The Advertiser undertakes in any event 1/ to hold and guarantee AVENT MEDIA GROUP and its managers, staff, subcontractors and partners harmless from any request or action by a third party; 2/ to indemnify AVENT MEDIA GROUP against the possible consequences of any recourse initiated by any natural or legal person who considers himself/herself injured for any reason whatsoever, by the dissemination of data provided by the Advertiser to AVENT MEDIA GROUP in order to enable it to perform the Service. The Client’s guarantee covers all damages and/or civil, administrative and penal sanctions to which AVENT MEDIA GROUP, its managers, staff, subcontractors and partners would be condemned, and extends to any legal costs, including any costs and fees of the legal auxiliaries appointed for its defence. In addition, the Advertiser will remain liable for all sums owed to AVENT MEDIA GROUP for the entire Service.
8/ Intellectual rights
The Advertiser is and remains the owner of its trademarks, licenses and, more generally, the rights used in connection with the Service entrusted to AVENT MEDIA GROUP. The Advertiser irrevocably authorises AVENT MEDIA GROUP, on a non-exclusive basis but worldwide via the Internet, to use, reproduce, represent, adapt and make available to the public, all elements, data, rights etc. including in particular trademarks, logos, distinctive signs and more generally creations protected by copyright or intellectual property rights, in accordance with the terms and conditions of the Service.
The Advertiser does not acquire any right of ownership or use of the rights, data, know-how, references, distinctive signs, emblems, logos, trademarks, works, texts, or screenshots etc. used by AVENT MEDIA GROUP, which remain its exclusive property.
9/ Rates of the Service and Remuneration
Given the wide variety of Services offered, the evolution of technologies and markets, the types of Clients and the possible requests, the Advertiser acknowledges that no general fixed price scale can be set. The price(s) of the Service is/are those fixed at the time of the order. They remain applicable for the duration of the Service. In the event of an order or mandate denominated in foreign currency, the exchange rate variation may be reflected in the invoiced price. The Service is remunerated in multiple forms: fees, sale of services, administrative fees, management fees, percentage on sales, brokerage commissions (in the case of space purchases), etc. The Service is paid for in multiple forms: fees, sale of services, administrative fees, percentage on sales, brokerage commissions (in the case of space purchases), etc. The Advertiser undertakes to pay the agreed amount(s) according to the terms set out in the order form. In the context of certain Services, AVENT MEDIA GROUP may act as a « paying agent » correlated to a certificate of paying agent, on behalf of the Customer with respect to third parties (i.e. responsible for paying media invoices and various third parties) and the Advertiser then undertakes to pay the amounts corresponding to the insertion or external purchase, plus AVENT MEDIA GROUP’s commission, in accordance with the terms set out in the order form. If AVENT MEDIA GROUP is designated as a « non-paying agent », in conjunction with a certificate of non-paying agency, the Advertiser undertakes to pay the agreed remuneration directly to AVENT MEDIA GROUP, in accordance with the terms set out in the order form, and to pay the amounts due directly to the media. In the event of default by the Customer, AVENT MEDIA GROUP may not be held liable with respect to third parties and media. Similarly, in the event of any failure of the media, AVENT MEDIA GROUP may not be held liable to the Customer for the total or partial disruption/interruption of the Service.
10/ Terms and conditions of payment
AVENT MEDIA GROUP invoices are, in principle, payable in cash, unless other terms and conditions are set out on the order form or specific and express agreement issued exclusively by the General Management. Payment is only deemed to be final after effective and complete collection.
11/ Penalty clause
Any delay in payment as from the 1st month following the due date of the invoice will automatically lead to the payment of a sum of 40 € in addition to late payment interest set at 0.03% per day of delay until full payment is made, without prejudice to legal costs (fees and expenses of lawyers, bailiffs, Courts and Tribunals) in the event of legal action, this after a simple reminder to pay remained vain. When payment is agreed in installments, the non-payment of a single installment will result in the entire debt becoming immediately due and payable.
12/ Limits of liability of AVENT MEDIA GROUP
The liability of AVENT MEDIA GROUP can only be engaged if it arises from a Service for which its fault is direct, detailed and proven, and is notified in advance by the Advertiser by registered letter with acknowledgement of receipt. AVENT MEDIA GROUP always has a reasonable period of time in which to make reparation. AVENT MEDIA GROUP’s liability may in any event only be invoked within 6 months following the date of occurrence of the event giving rise to the claim and may in no case exceed the net amount paid to AVENT MEDIA GROUP for the Service. AVENT MEDIA GROUP cannot be held liable in any way in the event of failure by the Customer, its employees or partners to meet any of their obligations, nor be held liable for delays or non-performance resulting from the occurrence of a difficulty or impediment of a commercial, legal, technical or any other nature, or when AVENT MEDIA GROUP is dependent on or the victim of constraints, services or third parties, the administrative authority, or the occurrence of a case of force majeure; AVENT MEDIA GROUP will endeavor to keep the Advertiser informed as soon as possible and as far as possible of the occurrence of an event delaying or affecting the Service. Likewise, any defect in the information, data, materials of any kind provided by the Customer, such as in particular non-compliance with technical specifications or legal rules, or any delay in the delivery of the said elements can in no way justify the termination of the order and/or the mandate, nor give rise to any right to compensation for the benefit of the Customer, and releases AVENT MEDIA GROUP from any liability in respect of the Service.
AVENT MEDIA GROUP provides the Client with the Service and its advice with loyalty, within the framework of its obligations. AVENT MEDIA GROUP regularly reports to the Client on its mission relating to the Service. The Advertiser undertakes to treat as confidential any information entrusted by AVENT MEDIA GROUP in the context of the performance of the Service. The expressions « confidential information » or « information » refer to information and/or results that are considered sensitive, whether or not they are the property of AVENT MEDIA GROUP, communicated to the Client, regardless of the medium used for this transmission (written, oral, visual or computerised). The Advertiser is required 1/ to keep and treat it with the appropriate degree of protection, 2/ not to disclose it to a third party, whether related or not, except for the purposes of the Service, 3/ not to allow or facilitate the publication or distribution of such confidential information, and to use it solely for the performance of the Service, 4/ to ensure that it is not disclosed to any third party, whether related or not, except for the purposes of the Service, with its personnel entitled to know this information, to maintain its confidential nature and to prevent any disclosure to unauthorized personnel, as well as to take all appropriate measures to ensure that the said personnel respect the obligations of non-disclosure, 5/ to return to AVENT MEDIA GROUP any confidential information received in tangible form and not to keep any copy or reproduction thereof.
General case: unless otherwise specified in the PCV, the Benefit lasts until the campaign budget is spent.
Special case: unless otherwise stated in the CPV, the paid referencing Service (sponsored links) is renewed only upon the signature of a new BDC; but is terminated only upon the Customer’s express notification by registered letter with acknowledgement of receipt.
In the event of the signature of an agency agreement binding the Advertiser and AVENT MEDIA GROUP, termination must comply with the terms of the Agreement.
The Commercial Court of Paris has sole jurisdiction for any dispute arising between AVENT MEDIA GROUP and the Customer, even in the event of a warranty claim or multiple defendants, or a contrary attributive clause appearing in the Customer’s terms of purchase.