These terms form an integral part of the agreement related to the Services provided by Tradedoubler to Client and are accepted through signature of the Insertion Order. These General Terms and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Client Agreement”.
The Service provided by Tradedoubler is a programmatic campaign optimised against the predefined and agreed Client’s goals.
The Client shall pay all tracked activities which have been recorded into the Tradedoubler system. Tradedoubler will supply reports to the Client’s contact, if not otherwise stated, monthly, after the first half of the campaign period and with the end of the period.
Invoices will be sent by Tradedoubler at such times as provided in the Insertion Order. Invoices will be sent to the billing address of the Client, as specified in the Insertion Order.
Payment terms are 30 days. Payment not made on due date shall accrue interest at the rate of 8 percentage points above the base interest rate set by the European Central Bank per annum. All costs of collection, including reasonable legal fees and expenses, incurred by Tradedoubler shall be borne by the Client.
4. ADVERTISEMENTS (“AD”)
The Client will, at its sole cost and expense, create and deliver all video, rich media creative and/or other advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by Tradedoubler. The Client is responsible for the Advertising Materials delivered. If the delivered Advertising Materials do not conform to Tradedoubler’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then Tradedoubler, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, Tradedoubler may begin to charge the Client on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.
Tradedoubler reserves the right to reject or remove the placement of any Ad (or any part of any associated Advertising Materials) or URL link embodied within an Ad at any time, in the event Tradedoubler determines in its sole reasonable discretion that such Ad or linked content does not meet its standards or comply with the Insertion Order or with any applicable law, rules, regulation, industry guidelines or policies, or other judicial or administrative order, or that such Ad (or associated Advertising Materials) or linked content is unlawful or inappropriate.
5. INTELLECTUAL PROPERTY RIGHTS
For the term of this Client Agreement, the Client hereby grants to Tradedoubler and its used publishers and other partners in the publisher network used a non-exclusive, royalty-free, worldwide license to (a) use, perform and display any Ad (and associated Advertising Materials) delivered hereunder in accordance with the terms of the Insertion Order, and (b) use all associated Client intellectual property in connection therewith. Tradedoubler may, in its marketing activities, present Client as a reference (including Client’s brand name and logotype).
6. DISLAIMER OF WARRANTIES
Tradedoubler provides its site and the sites used for the Ads on an “as is” basis without any warranty of any kind and without any guarantee of continuous or uninterrupted display or distribution of the Ad. In the event of interruption of display or distribution of the Ad, Tradedoubler’s sole obligation is to restore the service as soon as reasonably possible.
At any time prior to the serving of the first impact of the Insertion Order, the Client may cancel the Insertion Order with 30 days’ prior written notice, without penalty. The client may cancel the Insertion Order at any time within the 30 days prior to the serving of the first impact. By doing so, the client will pay up to 50% of the total budget of the campaign based on the number day remaining against the campaign launch date. For clarify and by way of example, if the client cancels the Insertion Order 15 days prior to the serving of the first impact, the Client will pay 50% (15/30) of the maximum penalty amount, in that instance 25% of the total budget (50%*50%).
Upon the serving of the first impact of the Insertion Order, the Client may cancel the Insertion Order for any reason, without penalty, by providing Tradedoubler written notice of cancellation which will be effective 30 days after providing Tradedoubler with such written notice.
In addition to any other remedies that may be available to it, Tradedoubler may immediately terminate the Client Agreement in the event of any breach by the Client of the representations and warranties contained herein or non-performance of any of its obligations hereunder. Notwithstanding anything to the contrary contained herein, these Terms and Conditions shall continue in effect so long as there remains an active Insertion Order. Upon expiration or cancellation of this Client Agreement or in relation to any terminated or completed Insertion Order, any provisions of the Client Agreement which by its terms are intended or reasonably expected to survive, shall survive cancellation.
8. DATA PROCESSING AND PROTECTION
(i) By entering into this Agreement, Client acknowledges that information regarding Client, its employees and customers that is provided to Tradedoubler in connection with the Services “Client Data” may be processed by Tradedoubler and subcontractors and agents of Tradedoubler in connection with the provision, support and maintenance of the Service. Client confirms that it is Client’s obligation to inform its employees and customers of such processing of data and to ensure that such employees and customers have given their consent to such processing in accordance with applicable data protection legislation.
(ii) Client will ensure that it is at all times compliant with all applicable privacy and data regulation, including, without limitation, regulation relating to Cookies.
(iii) Data exchanged by the Parties under this Agreement may only be used for the purposes authorised under this Agreement. Tradedoubler will use, process and store all of the Client Data that it receives under this Agreement in accordance with this Agreement and any instructions provided by Client from time to time, and will use appropriate security measures in relation to such processing. Client acknowledges that Tradedoubler is a data processor in relation to the Client Data.
9. THIRD PARTY CLAIMS
(i) Client shall indemnify and hold Tradedoubler harmless from and against any losses, liabilities, demands, claims, costs and expenses incurred by Tradedoubler or awarded by a court of competent jurisdiction against Tradedoubler, as a result of or in connection with any claim or action brought by a third party that arises out of or relates to: (a) Client’s infringement of the rights (including any Intellectual Property Rights) of any third party; (b) any improper, negligent or unauthorised use of the Services by Client; (c) Client’s failure to comply with any applicable Data Protection Laws; (d) the sale, distribution or marketing of products or services on Client’s web site; and (e) Client’s contractual relationship with such third party. The indemnity in this clause shall not apply to the extent that any alleged infringement arises as a result of any breach of the terms of this Agreement or any negligent, wilful or fraudulent act or omission by Tradedoubler, its officers, employees, agents or contractors.
(ii) Tradedoubler shall indemnify and hold Client harmless from and against any losses, liabilities, demands, claims, costs and expenses incurred by Client or awarded by a court of competent jurisdiction against Client, as a result of or in connection with any claim or action brought by a third party that arises out of or relates to Tradedoubler’s infringement of the rights (including any Intellectual Property Rights) of any third party. The indemnity in this clause shall not apply to the extent that any alleged infringement arises as a result of any breach of the terms of this Agreement or any negligent, wilful or fraudulent act or omission by Client, its officers, employees, agents or contractors; any additions or modifications made to the Services or the Documentation other than by Tradedoubler or with Tradedoubler’s prior written approval; or the incorporation of Client Content in the Services.
10. LIMITATIONS OF LIABILITY
(i) Nothing in this Agreement will be interpreted so as to limit or exclude either Party’s liability for (i) death or personal injury caused by its negligence; (ii) the tort of deceit; or (iii) any liability which cannot be excluded or limited by law.
(ii) Save as provided for in clause 9.1, Tradedoubler does not accept, and hereby excludes any liability in negligence other than any such liability arising pursuant to the terms of this Agreement.
(iii) Subject to clause 9.1, Tradedoubler shall have no liability for any of the following loss or damage (whether such loss or damage was foreseeable, known or otherwise): (i) loss of revenue; (ii) loss of actual or anticipated profits (including loss of profits on contracts); (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of reputation; (ix) loss or corruption of, or damage to, data, systems or programs; or (x) any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt where such loss or damage is of the type specified in this clause).
(iv) Tradedoubler shall bear no liability in relation to the use made by Publishers and visitors to Tradedoubler’s or Publisher’s website of the logos, banners, trademarks and other hypermedia links supplied by Client to Tradedoubler. As its sole obligation with respect to intrusion and fraud, Tradedoubler undertakes to take reasonable commercial measures to prevent unauthorised intrusion into Tradedoubler’s computer systems. Tradedoubler cannot however guarantee that the measures taken from time to time will prevent every unauthorised access or “hacking” into Tradedoubler’s systems and Tradedoubler shall have no liability for the consequences of such intrusion or “hacking”
(v) Tradedoubler shall have no liability for the performance of Publishers’ web sites or Publishers’ acts and omissions, nor for any errors or delays caused by telephony and data communication providers. Client acknowledges and accepts that the provision of Services contains elements of hosting services and/or communications, and that the provision of such Services might not be free from errors or uninterrupted.
(vi) Tradedoubler’s liability arising out of or in connection with this Agreement or any collateral contract, whether in contract, tort or otherwise shall not exceed 100 % of the fees payable in the year of the Agreement preceding the date on which the latest event giving rise to the loss occurred.
The Client may not assign this Client Agreement without the prior written consent of Tradedoubler. Tradedoubler may freely assign this Client Agreement either in whole or in severable part, to any Tradedoubler’s subsidiary at any time without notice.
12. DISPUTES, GOVERNING LAW
Except as required by mandatory local law applicable in a jurisdiction where the Service are performed, this Agreement shall be governed by, and construed in accordance with the laws of (relevant TD market/country) (excluding its choice of law provisions). Any dispute controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The place of arbitration shall be city; Country. The language to be used in the arbitral proceedings shall be English. Any and all information disclosed during the arbitration procedure including the content of the award shall be kept confidential. Upon either Party’s request, two or more disputes shall be cumulated and handled in one and the same proceeding.