PREAMBLE

"ADINTIME" is a trademark registered at the French Patent and Trademark Office (INPI) under the number 4131906.

The company Adintime (hereinafter referred to as the "Company" or "ADINTIME") is a simplified joint stock company, whose registered office is located at 10 Rue de Penthièvre, 75008 Paris, with a share capital of 17,285 euros, registered in the Paris Trade and Companies Register under number 808 943 583. 

The Company's business is the concession of advertising and the marketing of advertising spot in all its forms. 

The hereby General Terms and Conditions of Sale define the legal framework for the sale of the ADINTIME service offered by the company of the same name.

By contracting with the Company, you accept without reservation the present General Terms and Conditions of Sales (hereinafter referred to as "Terms"). You declare and acknowledge, consequently, having read the present Terms.  

ARTICLE 1 - DEFINITIONS

In the General Terms and Conditions of Sale, the words or expressions beginning with a capital letter have the following meaning: 

• Website: refers to the Adintime.com website; 
• Connected Access: means access to the Website by any person or entity that has created an Advertiser Account and uses the Website by connecting to it. Connected access may be free or paid. Details of the benefits and rates can be found on the Website;   
• Non-connected Access: means access to the Website by any person or entity who has not created an Advertiser Account or who has not logged in;
• Advertiser: refers to any individual, legal entity or agency proposing to purchase advertising spot on its own behalf or on behalf of its Advertisers;
• Campaign: means the marketing operation agreed between the Advertiser and ADINTIME by quote;
• Order: refers to the media support provided by ADINTIME at the request of the Advertiser through a request for a quote sent to ADINTIME via the subscriber's area of the Website. This Order can then be accepted without reservation by the Advertiser by signing the quote or an order form. The characteristic elements of the campaign (the term, the start and end dates of the campaign, the fees, and any other specific conditions) are indicated; 
• Advertiser's Account: means the user account created by the Advertiser on the Website; 
• Advertising Spots: means all the media partners of ADINTIME referenced on the Website, including but not limited to press, billboards, digital billboards, event-based billboards, digital (display), social media, mobile application; 
• Parties: means the Advertiser and the Company taken together; 
• Service: means the media support provided by ADINTIME to the Advertiser; 
• Simulator: means the price simulator by product sheet available through the Website's Connected Access.

ARTICLE 2 - PURPOSE AND SCOPE OF APPLICATION 

2.1. ADINTIME is a platform enabling the linking of Advertisers and the media, users can buy and sell advertising spot dedicated to the print and digital press directly via the platform.

2.2. These Temrs are applicable throughout the duration of use of the Service. The General Terms and Conditions of Sale are available at any time on the Website and on request. The current version of these General Terms and Conditions of Sale is the only one enforceable until a new version replaces it. 

The Company reserves the right to modify, at any time, the content of the features offered on its Website. 

The Advertiser must therefore regularly refer to the latest version of the Terms available at the following address: https://adintime.com/fr/content/3-cgu

2.3. The Companý can be contacted at the address indicated at the head of these Terms and Conditions, or by e-mail at contact@adintime.com and by telephone at +33 1 83 79 83 06 ; 

2.4. These General Terms and Conditions of Sale apply to all Services offered by the Company and subject to an Order by the Advertiser whatever the general terms and conditions of purchase. Any Order materialized by the signature of a quote or an order form issued by the Companý implies unreserved acceptance of the provisions of these General Terms and Conditions of Sale. 

2.5. The contract concluded between the Company and the Advertiser, forming one and indivisible whole, is composed of:

• the quote or order form signed by the Company and the Advertiser ;
• any specific conditions;
• the present Terms;
• the General Conditions of Use.  

ARTICLE 3 - ACCESS TO SERVICES 

3.1. The Company is a communication agency specialized in media buying on behalf of its Clients. It mainly works with professional Advertisers in France and abroad and provides its Clients with communication consulting services, advertising spot purchasing and media project management. 

It is therefore the Advertiser's responsibility to verify the suitability of the Services offered by the Company to their needs. 

To do so, the Advertiser may access the Website via a Non-connected Access, a free Connected Access or a subscription.

3.2. Suscription Plans

The Company offers two subscription plan to Advertisers:  

• Free membership: Subscription is free  

• Adintime Club: the subscription is a paid membership which allow access to Adintime services;  

Membership entitles to the benefits listed on the rates page. Membership is monthly and can be terminated at any time. Any month started is due. 

ARTICLE 4 - ORDERS 

4.1. The Advertiser establishes an order by requesting a quote via a Connected Access (free or subscription) to the Website. 

4.2. In order to enable the Company to quote, the Advertiser must provide the following information (hereinafter referred to as the "Information Provided"):

• its corporate name ; 
• its registered office;
• the content of the Service requested for the Order (the terms, the expected start and end dates of the Campaign, etc.);
• any other specific information that the Advertiser deems necessary to communicate to the Company to quote.

The Advertiser is personally responsible for the Information Provided and shall immediately contact the Company at the address and phone number mentioned in Article 1 hereof if it notices any erroneous information in the quote. 

4.3. Once this Information has been provided, the Company will send a Quote valid for a period of ten (10) working days on the basis of the Information Provided. If necessary, it will also send an Order Form.

The Quote is free of charge and sent to the Advertiser by any means. It shall specify, in particular, the price determining means and the delivery time for the Service. 

4.4. In order to confirm the Quote definitively, the Advertiser must return the signed Quote to the Company with the words "Agreed". 

If the signed Quote is not received within ten (10) business days, the Quote shall be deemed null and void. 

If the signed Order Form is not received within thirty (30) days from the date it is sent, the Order Form shall be deemed́ null and void. 

4.5. The contract shall be validly concluded between the Companý and the Advertiser after signature of the Quote or the Order Dorm and shall be irrevocably binding on them. 

ARTICLE 5 - MODIFICATIONS/CANCELLATION OF THE ORDER

5.1. Any Order placed is due.

In the event of cancellation of the Order by the Advertiser after signature of the Order Form, for any reason whatsoever except force majeure and before any start of execution of the Services, the deposit paid at the time of the order, as defined in Article 8 of the hereby Terms, will be automatically acquired by the Company and will not give rise to any refund. 

5.2. In any event, no cancellation will be valid forty-five (45) days before the start of the Campaign. During this period, if cancellation is requested by the Advertiser, the full amount of the Order shall be due to the Company. If cancellation is requested by Company, Advertiser shall be entitled to receive compensation in the same amount.

5.3. No Order may be modified without the express prior written consent of the Company, meaning that the Company reserves the right not to accept the requested modification for any reason whatsoever.

This consent and express waiver of the Advertiser's right of withdrawal is made at the time of signing the Quote with the words "Agreed ". 

ARTICLE 6 - EXECUTION OF THE ORDER

6.1. The estimated time for performance of the services shall be indicated on the Quote approved by both Parties. 

Said period shall begin upon receipt of all documents necessary and required for the execution of the Order and provided by the Advertiser, namely :

• the duly signed quote and/or purchase order and General Conditions of Sale;
• all the documents listed on the quote and necessary for the execution of the project. 

6.2. The Company will only provide the Advertiser with proof of the Campaign— such as the sample of a TV spot, the photographs of a poster Campaign, etc., if the Advertising Spot as mentioned in the Quote binding the Parties provides such proof. 

If the request for proof cannot be fulfilled for this reason, the Company shall inform the Advertiser, who shall not be held liable in any way for the failure to answer to the request for proof. 

The Advertiser acknowledges that it has been duly informed of the possibility that it may not be able to obtain the proofs from the Company and undertakes to request them directly from the Advertising Spot concerned. 

ARTICLE 7 – FEES

7.1. Plans and Fees

The Company offers one subscription plan to Advertiser, as follows: 

• Free membership : Subscription is free and the fee for any Order will correspond to a rate of 15% of the Campaign budget Tax Excluded unless special conditions are granted by Adintime to the advertiser unless special conditions are granted by Adintime to the advertiser. 

• Club Adintime : Subscription is paid and the fee for any Order will correspond to a rate of 10% Tax Excluded of the Campaign budget unless special conditions are granted by Adintime to the advertiser. However if an advertiser cancels his subscription before or after having validated his campaign the fees will be updated and set in the same way as for free subscriptions.

Campaign budget includes the cost of advertising spot and technical costs.

Technical costs are mandatory costs inherent to the advertising campaign and include, but are not limited to :

the cost of printing advertising posters; 

costs of sending video files to platforms (Peach, Adstream and others); 

coordination fees applied by the advertising agencies for the validation of the files; 

ARPP fees (French Advertising Regulatory Authority) fees, etc. 

In any case, the Advertiser is informed and accepts that the minimum fixed fee is five hundred (500) € HT, whatever the chosen formula (free or subscription). 

Thus, if the media purchase budget is less than this amount, ADINTIME will apply this minimum fee. 

7.2. Total Fee

The total fee of the Order (hereinafter referred to as the "Service Fees") is mentioned in the Quote and includes, in particular, the Company's fees plus media purchase fees, actual technical fees and any other specific fees determined in the Quote.  

Actual technical fees are those costs incurred for the technical execution of the Campaign, including, but not limited to, printing, placement and distribution fees. 

These fees are incurred by the Advertising Spot for the execution of the Campaign. They are estimated in the Quote with regard to the subsequent Services delivered by the concerning Advertising Spot but will only be definitively fixed at the end of the Campaign.

Thus, the Company reserves the right to communicate, if necessary, an additional invoice relating to technical fees, given that the Advertiser may request the Company to communicate any proof to this end.

7.3. Quote

The Services are provided at the fees indicated on the Quote. They are net (« H.T ») or with taxes (« T.T.C. ») and the mention H.T. or T.T.C. will be specified directly on the Website or on the Quote. As the fees charged cannot be determined with precision in the present Terms, the Company undertakes to provide the Advertiser who requests it with a sufficiently detailed Quote. 

The fees quoted are those in effect at the time of signature of the Quote or Order Form by the Client and are subject to change according to the market and will be updated as and when changes occur. 

The Company shall be entitled, after informing the Client, to increase its fees and/or not to deliver on the date indicated on the Quote in cases where the Client, after signing the Order Form, wishes to modify the scope of the mission entrusted to the Company. 

7.4. Any decision to grant a discount, reduction or application of degressive fees, based on a percentage or a flat rate, remains at the sole discretion of the Company and only for the Service which is the subject of the discount or reduction. Any discounts or rebates granted to the Advertiser shall in no case create an acquired right for subsequent services. 

ARTICLE 8 - FINANCIAL CONDITIONS AND PAYMENT TERMS 

8.1. In order to validate the Order, the Advertiser must proceed with the payment of at least the Company's fees, upon signing the Quote or the Order Form. 

8.2. However, when the Campaign starts within less than fifteen (15) days, the Advertiser must pay the entire invoice upon signing the Quote or Purchase Order to validate the Order. 

If Advertiser fails to do so, the Company reserves the right not to execute the Order and to cancel it outright. Advertiser acknowledges that under no circumstances shall the enforcement of the Order that has not been executed due to Advertiser's failure to pay the Company's fees in a timely manner be successful. 

8.3. The balance of the price shall be payable in installments in accordance with the schedule specified in the Purchase Order. If the schedule is not specified, Advertiser shall pay the balance of the remaining invoice no later than fifteen (15) days prior to the start of the Campaign or on the Order. 

8.4. In the event of late payment, the Company shall have the right, after notifying the Advertiser, if applicable, not to proceed with the Campaign during the dates specified in the Quote. 

8.5. Payment for Orders placed is made by direct debit, bank transfer or credit card on the Website or via a secure payment link.

8.6. Any modification of the Services will be subject to additional invoicing. 

8.7. Late Payment Penalties 

In the event of late payment of the amounts due beyond the fixed deadlines, late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, on the amount including tax of the feed of the services appearing on the said invoice, will automatically and by right be acquired by the Company, without any formality or prior notice, and will result in the immediate payment of all sums owed to the Company by the Advertiser, without prejudice to any other action that the Company may be entitled to take against the Advertiser in this respect. 

The Client in a situation of late payment shall be automatically liable to the Company for forty euros (€40) for collection costs. 

ARTICLE 9 - LIABILITY 

9.1. The Company shall not be held liable for the refusal or acceptance by the Advertising Spot of any technical elements provided by the Advertiser. Where applicable, it is the Advertiser's responsibility to negotiate with the Advertising Spot and to modify its technical elements in order to meet the technical conditions imposed by the Advertising Spot in order to benefit from its Order.

No Order may be cancelled as of right for any such reason. Advertiser and Company may negotiate in good faith to find a reasonable alternative in accordance with Article 4 hereof.

9.2. Company shall not be liable for any technical malfunction of an Advertising Campaign attributable to the concerning Advertising Spot. However, the Company undertakes to take all necessary off-court settlement steps to enforce the Advertiser's rights against the offending Advertising Spot to obtain damages, up to the amount provided for in the general terms and conditions of sale of the concerning Advertising Spot.

9.3. The Company shall also not be liable for the interruption or refusal by the Advertiser to display any Advertiser's request contrary to the general terms and conditions of sale of the Advertiser's Spot, such as, but not limited to, contravening the laws and regulations in force or contrary to the rules and ethical principles established by the French advertising self-regulatory organization (the « ARPP ») and the International Chamber of Commerce or for any other reason.

9.4. The Advertiser is solely liable for the content it produces in the Advertising Spot, including, but not limited to, the content, the intellectual property rights pertaining to the distinctive signs, the reproductions and any other element presented by the Advertiser. 

The Advertiser is also liable for the delay or poor execution of the Campaign due to its own failures such as the poor communication of its requests, the absence of communication of its requests in due time, etc. The Advertiser shall not be entitled to any compensation from the Company in this respect. 

9.5. Within the framework of the execution of its service, the Company is subject to an obligation of means and not of result, in that it undertakes only to make Advertising Spots available to the Advertiser. 

Under no circumstances does the Company guarantee to the Advertiser that the Advertising Campaign will result in an increase in the number of sales or visits to the Advertiser, who remains solely responsible for the management of his company.

ARTICLE 10 - OBLIGATIONS OF THE PARTIES

10.1. Relations between the Parties shall be conducted in a loyal and sincere manner. Each Party undertakes to perform its obligations under the Contract with care and diligence.

10.2. The Parties undertake that the conclusion of this Contract shall not violate any legal, regulatory or contractual obligation.

10.3. The Advertiser undertakes, throughout the duration of the Contract, to regularly inform the Advertiser of any useful element, within the framework of the Campaign, of which it may become aware during the execution of the Contract.

The Advertiser undertakes to comply with these Terms as well as the general terms and conditions of sale of any Advertising Spot present in its Campaign.

ARTICLE 11 - INTELLECTUAL PROPERTY

The Advertiser is and remains the owner of its distinctive signs, i.e. registered trademarks, company names, commercial names, signs, domain names and more generally signs identifying persons, as well as the intellectual rights on all texts, comments, illustrations, visuals and source files. All these intellectual creations are protected by copyright and related rights for the whole world.

Their use by the Company is limited to the Order. Their use within the framework of the Order shall not confer upon the Company the right to use them for other projects, products or applications without the prior written consent of the Advertiser, which is the owner of its rights.

ARTICLE 12 - PROTECTION OF PERSONAL DATA 

The Parties agree to comply with the applicable regulations on the protection of personal data (hereinafter the "Personal Data"), and in particular the obligations arising from the European Regulation No. 2016/679 on the Protection of Personal Data ("RGPD").

It is reminded that the Company acts as a controller of Personal Data. 

Whenever Personal Data is collected by the Company, it is its responsibility to ensure that the collection, processing and/or transfer of Personal Data is authorized. 

The Company shall not use, modify, assign or transfer to a third party, in whole or in part, whether in exchange for payment or free of charge, the Peronal Data that may have been communicated to it by the Advertiser.

The Company shall implement all technical and organizational measures necessary to ensure the protection of Personal Data, both at the time the Order is placed and by default. The Company undertakes to limit the amount of Personal Data processed from the outset.

The Company collects Personal Data only in accordance with the conditions hereof and any reasonable legal instructions given by the Advertiser at any time.

Where the Company becomes aware of a breach of rights in relation to the processing of Personal Data, such breach shall be notified to the French Data Protection Authority (the  "CNIL") within a period of not more than seventy-two (72) hours of becoming aware of it. 

The Advertiser will be notified of any breach of the Advertiser's Personal Data by e-mail within one (1) month. 

The Company will take appropriate technical and organizational measures to prevent unauthorized or illegal processing of Personal Data or their accidental loss, destruction or deterioration.

Rights of access, modification, opposition, portability and deletion

In all cases, the Advertiser has the right to access, modify, oppose, portability and delete his Personal Data by writing to the following address contact@adintime.com, indicating its corporate name, the address of its registered office and e-mail.

A reply will be sent within two (2) months of receipt of the request.

The Advertiser will be able to retrieve its Personal Data in an open and readable format. The right to portability is limited to the data provided by the Advertiser concerned. It applies on the basis of the Advertiser's prior consent. The Company undertakes to transfer, upon request, within one (1) month, any document collecting Personal Data to the Advertiser in order to implement the right to portability. The costs associated with the recovery of the data shall be borne by the Advertiser making the request.

ARTICLE 13 - FORCE MAJEURE

Neither Party shall be liable to the other for any loss and/or damage suffered as a result of force majeure, defined as any unforeseeable, irresistible event external to the Parties, as well as for any fortuitous event or external causes such as social conflicts, intervention by civil or military authorities, or natural disasters as defined by the French Civil Code.

The Parties shall also not be liable for any failure to perform any of their obligations under their Contract resulting from bad weather or any other event of this nature (e.g., fire, water damage, etc.) or any event beyond the control of the Service Provider hindering the supply of and access to the services, partial or total strike of a supplier of the Company, interruption of the supply of energy, electricity or telecommunication network services

The Parties shall inform each other in writing of the occurrence of an event of force majeure and shall cooperate to limit the consequences and duration thereof.

For the duration of the force majeure event, performance of the Order shall be suspended. If this interruption exceeds thirty (30) days, the Contract between the Advertiser and ADINTIME may be terminated by either Party without compensation to either.

ARTICLE 14 - FIGHT AGAINST CORRUPTION

Corruption is defined as the act by which a person invested with a specific function, whether public or private, solicits/proposes or agrees/grants a gift, an offer or a promise, with a view to performing, delaying or omitting to perform an act that falls, directly or indirectly, within the scope of his functions. The offence of bribery is provided for and sanctioned by Articles 433-1 and 433-2 of the French Criminal Code as well as by other applicable anti-bribery legislation and regulations. 

Influence peddling is defined as the fact, by a person in charge of public authority, entrusted with a public service mission, or invested with a public elective mandate, of soliciting or agreeing, without right, at any time, directly or indirectly, to offers, promises, gifts, presents or advantages of any kind for himself or for others either to perform or refrain from performing an act of his function, mission or mandate or facilitated by his function, mission or mandate; or to abuse his real or supposed influence in order to obtain from a public authority or administration distinctions, jobs, contracts or any other favorable decision. The offence of influence peddling is provided for and sanctioned by Article 432-11 of the French Criminal Code. 

The Advertiser declares that it is fully aware of and undertakes to act in strict compliance with the applicable laws and regulations, both in France and abroad, regarding the prevention and fight against corruption and influence peddling, and in particular the provisions of the French Law No. 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life, known as "Sapin 2 Law" (hereinafter referred to together as "the Regulations"). As the Regulations are subject to change during the performance of the contract, it is expressly agreed that only the latest version of the Regulations in force will be considered applicable to the contract in place of any previous version. 

Thus, for the conclusion and performance of the contract and throughout its duration, the Advertiser : refrains from any act of corruption or influence peddling as defined above; declares that it has implemented a zero tolerance policy towards any risk of corruption or influence peddling, a corruption prevention and detection program and a risk management strategy; undertakes to raise awareness among all of its managers and salaried personnel and to communicate to them the program implemented within its organization; undertakes to raise awareness among its suppliers, subcontractors, agents or intermediaries of the foregoing provisions and to reflect these requirements in the contracts to be entered into with them.

The Advertiser also undertakes, among other things, to prohibit any practice, in any form whatsoever, in France or abroad, that may be considered corruption and/or influence peddling within the meaning of French law and any applicable law, and in particular not to :

• offer, promise, give, directly or indirectly (including through a third party and/or any actor in its contractual chain), to any person, any payment, gift or any other advantage, of any nature whatsoever, for him or for others, in order to accomplish, delay or refrain from accomplishing an incoming act, in a direct or indirect way, within the framework of his functions, mission or mandate or in order to abuse his real or supposed influence in order to obtain from a public authority or administration distinctions, jobs, contracts or any other favorable decision;
• solicit, accept or receive, directly or indirectly (including through a third party and/or any actor in his contractual chain), any payment, gift or other advantage of any kind, for himself or for another person, in order to perform, delay or refrain from performing an incoming act in a direct or indirect way, within the framework of his functions, mission or mandate or in order to abuse his real or supposed influence in order to obtain from a public authority or administration distinctions, jobs, contracts or any other favorable decision.

ARTICLE 15 - TRANSFER OF CONTRACT

The Contract is strictly personal to the Advertiser, who may only use it for his company, his brand, his products or services as designated in the quote. Under no circumstances may the Advertiser transfer the benefit of the Contract without the prior consent of the Company

ARTICLE 16 – ENTIRE AGREEMENT CLAUSE

The provisions of these Terms express the entire agreement between the Advertisers and the Company. They shall prevail over any proposal, exchange of letters prior and subsequent to the conclusion of these Terms, as well as over any other provision appearing in the documents exchanged between the parties and relating to the subject matter of Terms, except in the case of an amendment duly signed by the representatives of both Parties.

ARTICLE 17 – NON-WAIVER CLAUSE

The fact that one of the Parties to these Terms has not required the application of any clause, whether permanently or temporarily, shall in no case be considered as a waiver of the rights of that party arising from the said clause.

ARTICLE 18 - INVALIDITY

If one or more provisions of these Terms are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations of these Terms shall retain all their force and scope. 

If necessary, the Company undertakes to immediately remove and replace the said clause with a legally valid clause.

ARTICLE 19 - TITLE

In case of difficulty of interpretation between the title and the chapter of any of the articles and any of the clauses, the titles shall be deemed not to have been written.

ARTICLE 20 - JURISDICTION - APPLICABLE LAW 

These Terms are governed and interpreted in accordance with French law, without regard to the principles of conflict of laws.

In the event of a dispute arising from the interpretation and/or performance of these Terms, or in relation to these Terms, the Parties may decide to submit the dispute to a conventional mediation procedure or any other alternative dispute resolution method. The Advertiser may contact the Paris Mediation and Arbitration Center, 39 avenue Franklin Roosevelt, 75008 Paris, 01 44 95 11 40, email: cmap@cmap.fr.

In case of failure of this mediation procedure, the Paris Commercial Court ("Tribunal de commerce de Paris") will be competent to settle any dispute.