Infopro Digital turning information into performance

GENERAL TERMS AND CONDITIONS OF SALE – INFOPRO DATA

IPD, a French simplified joint stock company [société par actions simplifiée] with capital of 3.145.200 euros registered at the Nanterre   Trade   and   Companies    Register    under    number 490 727 633 whose corporate headquarters are located at 10 Place du Général de Gaulle 92160 Antony, France (referred to below as IPD), has created through its activities a database of business contacts that is original due to its nature and its structure.

It offers to carry out sales prospecting operations by digital means aimed at targeted or qualified business Contacts on behalf of advertisers and communications agencies.

Signing the related Insertion Order constitutes the Advertiser’s acceptance of these General Terms and Conditions of Sale (Terms and Conditions). By signing and thus accepting the Terms and Conditions, the signatory acknowledges being either the legal representative of the Advertiser or being duly authorised by the legal representative of the Advertiser to accept these Terms and Conditions in its name and on its behalf.

Article 1: Definitions

Advertiser: any professional, legal or natural person, identified in the Insertion Order.

Agent: a communications agency acting on behalf of one or more Advertisers and ordering the Service in its/their names.

Contact: business contact details of a natural person.

Content: communication elements specific to and supplied by the Advertiser, integrated in the communication medium chosen.

Contract: these Terms and Conditions and the related Insertion Order(s) initialled and signed in their entirety by the Advertiser.

Record Layout: all of the information that the Advertiser wishes to collect for a Contact.

Service: sales prospecting service subscribed to by the Advertiser and set out in the Insertion Order related to these Terms and Conditions.

Article 2: Purpose

The purpose of these Terms and Conditions is to define the terms and conditions of subscription to the Service by the Advertiser. This Service is reserved for professionals and does not entail any exclusivity for the Advertiser.

The provisions of the Contract prevail over any document issued by the Advertiser and/or the Agent, in particular any general terms and conditions of purchase and/or purchase order.

Article 3: Terms of ordering

No order can be accepted by telephone if the Contract duly signed by the Advertiser or its Agent is not subsequently sent. Confirmation of the order by IPD constitutes a contract between the Parties. IPD is only bound by the terms of its confirmation.

If the Advertiser intends to go through an Agency, this Agency must have received a written mandate from it. The orders placed by this intermediary will be strictly subject to compliance with these Terms and Conditions and the Agent will be bound, vis-à-vis IPD, by the same obligations as those incumbent on the Advertiser on behalf of which it is acting. In any case, the Advertiser will remain solely liable for any actions concerning its Agent.

Any Contract signed by the Advertiser constitutes a firm and irrevocable commitment to the order for the Advertiser. If the Advertiser fails to provide the Content within the deadlines specified preventing or delaying the delivery of the Service, it shall still be required to pay the full amount due under the Insertion Order according to the schedule initially set out.

Article 4: Description of the Service

According to the terms of the Insertion Order, the Advertiser may subscribe to one or more of the services set out below.

4.1) Communication campaigns aimed at targeted Contacts

IPD shall carry out one or more commercial communication campaigns on behalf of the Advertiser (by e-mail or telephone) aimed at targeted business Contacts.

The Advertiser shall indicate to IPD the criteria for targeting recipients of the planned campaign, in particular the sector, function, business size, turnover, number of staff, etc., so that IPD can extract from its Contacts database the contact details of professionals meeting these criteria and determine the number of potential recipients. From this, IPD will estimate the price and the

schedule of the campaign that will be subject to confirmation by the Advertiser.

The Advertiser shall provide IPD with the Content according to the format and within the time frames required. If it takes up the option, IPD can create all or part of the Content on behalf of the Advertiser. Once the Content is sent, IPD shall produce and send to the Advertiser for approval:

  • for an e-mail campaign: the draft e-mail intended for targeted contacts;
  • for a telemarketing campaign: the draft Layout of the Record that will be collected by

The Advertiser shall then have two (2) business days to send IPD any corrections and/or adjustments to be made. This period may be shortened due to technical constraints of performance. The Advertiser undertakes to send all its requests for corrections and/or adjustments simultaneously.

Once the Advertiser’s approval is received, IPD shall carry out the e-mail campaign or telemarketing campaign.

4.2) Creation and provision of a qualified contacts file

The purpose of this service is to create a file of qualified business contacts after making contact and then making this file available to the Advertiser at the end of the service.

The Advertiser shall indicate to IPD the targeting criteria required (in particular the sector, function, business size, turnover, number of staff, etc.) so that IPD can extract from its database the contact details of professionals meeting these criteria.

On this basis, IPD shall count up and estimate the number of qualified contacts that may be collected at the end of the communication operations carried out by IPD (telemarketing campaign, downloading of white papers, etc.) and thus estimate a price and determine a schedule and the qualification operations that will be carried out.

IPD shall define the Record Layout used as part of the Service and submit it to the Advertiser for approval.

The qualification operations based on the Record Layout approved by the Advertiser shall be carried out by IPD on behalf of the Advertiser. At the end of these operations, IPD shall deliver the qualified Contacts file to the Advertiser.

Article 5: Delivery of the Service

Unless otherwise provided for in the Insertion Order, the date or the period for providing the Service set out in the Insertion Order by IPD is only indicative. Furthermore, the Advertiser undertakes to observe the deadlines specified by IPD for sending the Content for which it is responsible. If the Content is not received within the deadlines specified, IPD may not deliver the Service according to the terms agreed.

After delivering the Service, IPD shall write and send a post- operation report to the Advertiser including the conditions of providing the Service and the feedback obtained by IPD on the campaign carried out.

Any request to suspend, postpone and/or modify an order by the Advertiser must be sent in writing to IPD. If the Advertiser requests to suspend the campaign, it must inform IPD of the dates on which it wishes the campaign to be resumed within five (5) business days, which in any case shall be within the same calendar year and no later than six (6) months from the initial date of the campaign.

In case of the postponement, suspension or delay of the Service attributable to the Advertiser and/or its Agent (in particular as a result of not providing, partially providing or changing the Content or not communicating a new date for the campaign), all amounts will be due by the Advertiser according to the initial payment schedule planned. IPD may suggest new dates for providing the Service (that must be during the same calendar year), at its convenience.

The Advertiser may also decide at any time to cease and/or suspend the provision of the Service, without being able to claim to this end any reduction and/or partial or full reimbursement of the price.

IPD may suggest modifications to the Advertiser in order to optimise the campaign, according to time and operational constraints.

 

Article 6: The Parties’ Obligations

6.1) Advertiser’s Obligations

The Advertiser shall ensure that the Content that it sends to IPD as part of its campaign is correct and that it faithfully represents the products and services offered, is not likely to mislead the public, is not fraudulent and does not involve the sale of counterfeit or stolen goods and complies with trademark law and other intellectual property rights. It guarantees that the Content does not constitute either prohibited false advertising or commercial parasitism, and does not in general contravene competition regulations.

The Advertiser expressly declares holding all the necessary rights and authorisations for publication of the Content, notably for the logos and brands published. In particular, it guarantees that the Content does not contravene any current regulations or legislation (notably in terms of advertising, competition and intellectual property) and that it does not contain any defamatory or harmful insinuation in relation to third parties or discriminatory content.

The Advertiser shall release IPD from any liability related to the Content whether this Content is provided by the Advertiser or provided by IPD and then approved by the Advertiser, both in letter and in spirit and will compensate it for any damage that it suffers as a result. The Advertiser shall indemnify IPD against any disturbance, claim or action relating to the Content and/or its publication, for which the Advertiser shall be solely liable.

6.2) IPD’s Obligations

IPD undertakes a general duty to provide the service outlined and is bound by a best endeavours obligation. It does not guarantee in any way the commercial effectiveness of the Service.

IPD reserves the right, for technical reasons beyond its control, to suspend the provision of Services, to delay and/or cancel the provision momentarily and without prior warning, without the Advertiser being able to claim damages or the early termination of the order as a result. Furthermore, and taking into account the nature of the Internet, IPD is absolved of any responsibility in the event of an outage, interruption or alteration in access to the network that is the result of a telecommunication network, the connection devices used by the Advertiser or any other cause that is outside of IPD’s control.

In the event that its liability should be invoked for any reason whatsoever, the damages and any compensation due by IPD, all causes included, may not exceed the amounts paid by the Advertiser as part of the Insertion Order concerned by the action seeking compensation.

IPD will not be held liable for indirect damage, in particular any commercial damage, additional operating costs, loss of data or files, loss of turnover or profit, loss of clientele or loss of opportunity in relation to the delivery or non-delivery of the Service by IPD, even if IPD has been warned of the possibility of such a loss or damage arising. Any damage caused to a third party is considered to be an indirect loss.

The provisions set out in this Contract establish a division of the risks between IPD and the Advertiser. The price reflects this division as well as the limitation of liability described.

 

Article 7: Compliance with legislation on personal data

Any information relating to a natural person who is identified or who could be identified, directly or indirectly, by reference to an identification number or to one or more elements belonging to him constitutes personal data.

The term “data subjects” is used to refer to natural persons whose personal data are collected.

As the Controller, the Advertiser acknowledges that it shall determine the subject, nature, purpose and means of the processing and undertakes to transmit its instructions to IPD accurately with regard to the processing covered by the Contract. In particular, the Advertiser shall provide IPD with all of the instructions related to the collection of personal data carried out on its behalf in order to ensure that the data subjects are fully informed, in compliance with the regulations in force.

Furthermore, if IPD provides a Contacts file at the end of the Service, the Advertiser undertakes to observe the disclosure framework specified at the time of collection. Otherwise, it is the

Advertiser’s responsibility to obtain consent from the data subjects for any new processing.

If, at the end of the Service, the delivery of personal data entails the transfer of such data outside the European Union, even on a temporary basis, the Advertiser must immediately inform IPD and provide it with the guarantees required by applicable European legislation for the transfer of such data, guarantees of which the nature varies according to the countries concerned.

The Advertiser undertakes to make the declarations required by the law in force with the competent bodies and to keep up-to-date the register of processing activities carried out under its responsibility.

IPD, in its capacity as Processor, shall act within the context of providing the services on behalf and on the instruction of the Advertiser in accordance with the processing procedures specified between the Parties, and may not be held liable if the Advertiser does not meet its obligations. IPD will not implement an instruction that it deems unlawful.

IPD will inform the Advertiser in case of use of a subcontractor and shall require performance by the latter of all the obligations necessary for the successful completion of the subcontracted part of the Service.

Article 8: Financial terms and conditions

8.1) Price and invoicing

The price is indicated in the Insertion Order. It comprises the price of the Service and any options and/or technical costs if the performance of the Service necessitates additional costs.

The invoice is issued either when the Service is delivered or according to the payment schedule provided for in the Insertion Order. The Service will be invoiced according to the dates initially set out in the event of any delay in Service delivery that is not exclusively attributable to IPD, in particular the Advertiser’s failure to comply with the deadlines for providing the Content.

The invoices are drawn up in the name of the Advertiser and/or the name of its Agent. If the invoice is drawn up in the name of the Advertiser, it will receive the original invoice and the Agent will receive a copy of this invoice (these provisions being applied according to the territoriality criteria of the Sapin Law of 29/01/1993). In the event of default by its Agent, the Advertiser is liable, as the principal debtor, for payment of the unpaid debt.

The payment term is 30 days from the invoice date. In the event of any difficulty in recovering payment and/or if any Advertiser and/or Agent experiences a deterioration in solvency, IPD reserves the right to make the delivery of an Insertion Order subject to the provision of a guarantee or cash payment.

The Advertiser states that it shall in any case waive the right to any amount that it considers due to it by IPD in order to release itself from the obligations that it has contracted and in particular its payment obligation.

8.2) Late payment

In accordance with legal and regulatory provisions, late-payment penalties are applied if the amounts due are paid after the due date appearing on the invoice. These penalties, of an amount equal to three times the French legal interest rate of the current calendar year, to which is added a fixed fee of 40 euros for recovery costs, will start to accrue from the day following the due date appearing on the invoice. They are payable as of right without any need for a reminder.

In addition, any delay in payment observed on the due date will result in, unless agreed beforehand by IPD:

  • the suspension of all current orders; this suspension may not be considered as a de facto termination by IPD, nor shall this entitle the Advertiser to any right to compensation whatsoever;
  • a payment request for all amounts due or falling due including any costs of recovery proceedings;
  • the suspension of the agency rebate if it is applied;
  • payment at the simple request of IPD before the provision of services of any order or recording of any

 

Article 9: Term

The Contract shall enter into force from the signing of the Insertion Order for the duration required for the performance of its obligations by each Party.

 

Article 10: Force Majeure

IPD is released from its obligation to provide the services agreed following the occurrence of any unexpected event, force majeure event or circumstances due to an external cause, such as an act in fact or in law of any third party, independent of IPD’s personal acts and preventing it directly or through a third party from meeting its obligations. Under these circumstances, any delay in the provision of services may not justify the cancellation of the order or give rise to damages, and may not under any circumstances release the Advertiser from paying for the Service actually provided by IPD.

 

Article 11: Miscellaneous

The Advertiser expressly agrees not to assign or transmit to any third party, including any of its subsidiaries, even for free, any or part of the Contract. IPD may assign the Contract to any third party of its choice.

It is understood between the Parties that these General Terms and Conditions will only be signed once a year by the Advertiser or the Agent, and will apply to all orders placed by the Advertiser or the Agent during the year.

The Advertiser authorises IPD to cite it as a customer reference and in this context to include its logo on its promotional documents.

Pursuant to articles 1365 et seq. of the French Civil Code and, if applicable, article L.110-3 of the French Commercial Code, the information issued by IPD’s information systems is binding between the Parties. Elements such as the time of receipt or time of sending, as well as the quality of the data received, shall by priority prevail as showing in IPD’s information systems, or as authenticated by IPD’s computerised procedures, unless written evidence indicating otherwise has been provided by the Advertiser. The provision of proof of the information issued by the Service’s information systems is that which is matched to an original written paper document, signed by hand.

The applicable law is French law. Any dispute relating to the formation, interpretation or performance of this Contract shall be referred to the Courts of NANTERRE, which shall have sole jurisdiction, including for summary proceedings, notwithstanding third-party notice proceedings or cases involving multiple defendants.

26.02.2019