Effective Date: 01/04/2023
1. Object
GETFLUENCE (hereinafter referred to as “GETFLUENCE“, as defined in Article 1 of the General Terms and Conditions of Sale) operates a platform accessible from the website https://getfluence.com/ (hereinafter referred to as the “Platform“) through which it markets advertising space to advertisers (hereinafter referred to as the “Advertisers“) who wish to display their advertisements (hereinafter referred to as the “Campaigns“). The advertising spaces are marketed by GETFLUENCE on behalf of publishers who own websites or advertising agencies (hereinafter the “Publishers“).
Advertisers purchase these spaces either directly or through advertising agencies whose role will be to purchase advertising spaces in the name and on behalf of Advertisers (hereinafter the “Agencies“). The Advertisers and the Agencies are together referred to as the “Buyer(s)“.
The purpose of these general terms and conditions (hereinafter the “General Terms and Conditions“) is to define the terms and conditions of use of the services offered by GETFLUENCE to Buyers (hereinafter the “Services“) as well as to define the rights and obligations of the parties in this context. They supplement the General Terms and Conditions of Sale (hereinafter: the “GTC”) which apply to any user of the Platform (whether a Publisher, a Buyer or an Advertiser within the meaning of the GTC).
They can be accessed and printed at any time via a direct link at the bottom of the website https://getfluence.com/
They may be supplemented by special conditions, including the duration of the contractual commitment, the list of Services as well as their financial conditions (hereinafter the “Special Conditions“), which, in the event of contradiction, shall prevail over the General Conditions, and which together form the contract (hereinafter the “Contract”)
Access to the services offered by GETFLUENCE implies full and complete acceptance of the GTC, these General Terms and Conditions and their respective annexes.
2. Service Operator [Contact]
The Platform and the Services are operated by GETFLUENCE LTD, registered with the English authorities under the identification number 13164078, whose registered office is located at 13 rue Saint Ursule, 31 000 TOULOUSE.
GETFLUENCE can be contacted at the following address: support@getfluence.com.
3. Access to Services
3.1 Legal Capacity
The Services are accessible by:
- Any natural person with full legal capacity to commit to these Terms and Conditions. A natural person who does not have full legal capacity may only access the Services with the agreement of his or her legal representative;
- Any legal entity acting through a natural person with the power or authority required to contract a service in the name and on behalf of the legal entity;
- Any legal entity acting on behalf of an Advertiser, through a natural person, provided that it guarantees that it has a written mandate contract from the Advertiser, valid on the date of contracting a service from GETFLUENCE and allowing it to enter into commitments with GETFLUENCE.
3.2 Destinataires Recipients of Services
The Services are intended for professionals, which are understood as any natural or legal person carrying out a remunerated activity on a non-casual basis in all sectors of industry and commerce and acting within the framework of their professional activity.
4. Acceptance of the General Conditions
The acceptance of the present General Conditions by the Buyers is materialized by a checkbox in the registration form.
This acceptance can only be full and complete. Any conditional acceptance is considered null and void. The Buyer who does not agree to be bound by these General Conditions must not use the Services.
Any acceptance of these General Conditions by the Buyer implies acceptance of the GTC governing access to the website and associated services.
5. Registration
5.1 The use of the Services requires the Buyer to register on the Platform, by filling in the form provided for this purpose. At the request of the Buyer, this process may be carried out by GETFLUENCE.
The Buyer then provides all the information marked as mandatory, in particular the name, first name of the designated contact, the professional email address and the password. The Buyer acknowledges and accepts that the email address given on the registration form constitutes his login details.
Any incomplete registration will not be validated.
The registration, once validated by GETFLUENCE, leads to the opening of an account in the Customer’s name (hereinafter the “Account“) which allows the Customer to manage his or her use of the Services in a form and according to the technical means that GETFLUENCE deems the most appropriate for rendering said Services.
5.2 The Buyer warrants that all information provided by the Buyer is accurate, current, truthful and not misleading.
The Buyer undertakes to update this information in his Account in case of modification, so that it always corresponds to the above-mentioned criteria.
The Buyer is informed and accepts that the information entered for the purpose of creating or updating the Buyer’s Account is proof of his identity. The information entered by the Buyer is binding on the Buyer as soon as it is validated.
5.3 The Buyer can access his Account at any time after having logged in with his username and password.
The Buyer undertakes to use the Services personally and not to allow any third party to use them in his place or on his behalf, unless he bears full responsibility.
The Buyer is likewise responsible for maintaining the confidentiality and security of his login and password, any access to the Platform using the latter being deemed to be made by the Buyer. The latter must immediately contact GETFLUENCE if he notices that the Buyer’s Account has been used without his knowledge. The Buyer acknowledges GETFLUENCE’s right to take all appropriate measures in such a case.
6. Description of the Services
6.1 Purchase Service of Sponsored Content
Buyers who log on to the Platform have access to a “media base”, which consists of a catalogue containing all the visibility offers mainly integrating an advertising format such as a sponsored article or advertorial content, marketed by GETFLUENCE on the Platform on behalf of Publishers (hereinafter the “Sponsored Content”).
The Buyers can thus, thanks to search filters, quickly identify and select the Sponsored Content that best corresponds to their online communication strategy and their social publications, and purchase the Sponsored Content directly from GETFLUENCE.
Buyers may send, via the Platform, any instructions relating to the running of the Campaign.
6.2 Editorial Department
The advertorials are written directly by the Buyer.
Sponsored content is written by the Publisher. All content written by the Publisher is marketed by GETFLUENCE on its behalf.
The offer sent by the Editor indicates the number of possible iterations, and a counter is installed, making it possible to calculate the number of remaining iterations. Beyond the expected number delivered, the Advertiser must contact GETFLUENCE customer services, it being stipulated that any additional iteration would be subject to payment of an additional fee.
In the hypothetical case that the Buyer does not respond within 20 days from the date of receipt of the Sponsored Content drafted by the Editor, despite follow-up requests, the Buyer remains nonetheless liable for covering the full cost of the Service. When there has been no iteration, the Buyer remains liable for the cost of drafting the Sponsored Content, equating to 20% of the cost of the Service, to which the commission payable to GETFLUENCE is added.
6.3 Campaign Monitoring
GETFLUENCE carries out a special monitoring of the Campaign during the 30 days following its online publication, in order to ensure that it is still active, under the conditions initially foreseen on the day of the order.
A Campaign is always active when the published content is accessible on the Publisher’s website under the conditions agreed with the Buyer at the time of placing the order.
In the event of failed access or non-compliance with the conditions initially provided for in the order, an alert is sent by GETFLUENCE to the email address provided by the Publisher, at each control. When the checks reveal 10 failed accesses (equivalent to 10 calendar days) and in case of non-response from the Publisher to the alerts sent by GETFLUENCE, the Campaign can be cancelled, and the Buyer refunded on his deposit account. It is specified that if the offer allows the Buyer to validate the Campaign before its publication, the Buyer will also have the right to review the Publisher’s response.
7. Ordering Services
Buyers place orders directly on the Platform, selecting the Publishers with whom they wish to distribute their Campaign.
Buyers then specify the type of Sponsored Content they wish to include in their Campaigns.
Payment for the Publisher’s services is due upon validation of the order.
GETFLUENCE and the Buyer have the possibility to refuse an order. The status of the order will then appear as “refused”. In this case, the amount paid by the Customer will be credited without delay, via the payment method used to place the order.
Cancellation request
GETFLUENCE does not grant any refunds as part of cancellation requests on an order.
In the hypothetical case that the Buyer wishes to cancel a Service order, GETFLUENCE shall not grant any refund if the Sponsored Content has already been published and the Buyer remains liable for covering the full cost of the Service. In this case, the only envisaged possible solution would be to take the Sponsored Content offline.
If the Sponsored Content has not been published but it has already been drafted fully by the Editor, no refunds shall be granted to any Advertiser that wishes to cancel the Service order. The Advertiser must also compensate the Editor for 20% of the cost of the order, to which the amount of GETFLUENCE’s commission is added.
8. Duration of Services
8.1 Duration of Services
The Services are subscribed for an indefinite period.
The Buyer may unsubscribe from the Services at any time, from his Account or by sending a request to this effect to GETFLUENCE by email, to the address mentioned in the article “Service Operator [Contact]“.
The unsubscription is effective within a maximum of 3 months from this request. It leads to the automatic deletion of the Account.
GETFLUENCE also reserves the right to close and delete any Account that remains inactive for a continuous duration of 12 months, following a notification sent to the Buyer that remains without response.
Any funds that the Buyer transfers to their Account within the framework of use of the Services, which has not been spent for an uninterrupted period of two years from the date of deposit, shall expire at the end of this two-year period.
8.2 Active duration of Sponsored Content
The active duration of Sponsored Content purchased as part of the Services is defined in the Special Conditions.
On failure to indicate this in the Special Conditions, the Sponsored Content is guaranteed by GETFLUENCE for a duration of 12 months, except with the Editor’s express indication to the contrary.
9. Financial conditions
9.1 Service Prices
The service prices are communicated in the summary of the order.
The service prices are determined according to objective criteria, including :
- The selected Publisher and the financial conditions applied by the latter
- The availability of the selected offer
- The offers and targeting desired by the Advertiser
9.2 Terms of payment
Buyers have the following payment options:
- Through the deposit account associated with their Account: Purchasers may deposit money into this deposit account at any time, in the form of tax-free amounts and in accordance with the Article 7 of the GTC, and using it to order Services. An invoice will be issued to the Buyer at the time of deposit,
- By direct debit: the Buyer must send his or her bank details to GETFLUENCE when making the first direct debit request,
- By bank transfer to GETFLUENCE’s bank account: GETFLUENCE’s bank details will be sent to the Buyer when he chooses this method of payment, makes a deposit to the deposit account mentioned above, or when placing an order,
- By credit card via the payment service provider indicated on the Platform,
- Via the PAYPAL payment solution.
The Buyer is expressly informed that when they opt to make payment via PAYPAL or via bank card through the payment service provider indicated on the Platform, they shall exclusively be liable for covering the cost of any payment fees applied to each transaction.
Payments made via bank wire shall not entail any additional costs.
9.3 Invoicing methods
Except in the presence of a contrary agreement, the invoices issued by GETFLUENCE are payable on receipt.
9.4 Payment default
The Buyer is informed and accepts that no refund shall be granted by GETFLUENCE once the deposit of funds is made to the deposit Account.
9.5 Late Payments and Payment Incidents
The Buyer is informed and expressly accepts that any delay in the payment of all or part of an amount due on its due date shall automatically entail, without prejudice to the provisions of the Article 18 “Penalties for Non-compliance” and as from the day following the due date for payment of the invoice:
- the forfeiture of all sums due by the Buyer and their immediate payment;
- the immediate suspension of the Services in progress until full payment of all sums due by the Buyer;
- the invoicing to GETFLUENCE of late payment interest at a rate of 3 (three) times the legal interest rate, based on the total amount of the sums owed by the Buyer, and a fixed indemnity of 40 (forty) euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.
In the event of a late payment exceeding 15 days, after three follow-up attempts remain without response, the Advertiser’s Account shall be locked and the latter may not place any orders, until payment is received for the full amount of the unpaid invoices. The Advertiser shall be informed about their Account locking by means of a direct message on the Advertiser’s Account.
10. Hosting of the Platform
GETFLUENCE undertakes to ensure, under the terms of an obligation of means, the hosting of the Account and any content published by the Buyer on his Account in accordance with the practices of the profession and the state of the art, on its own servers or by a professional hosting service provider, carrying out its activity in accordance with the practices of the profession and the state of the art.
In this context and within the limits of its capacity as a simple host, GETFLUENCE undertakes to provide the Buyer with sufficient storage and processing capacities within the framework of the Services, in accordance with the practices of the profession and the state of the art.
Within the limits of its capacity as a hosting service, GETFLUENCE undertakes to implement all the technical means, in accordance with the state of the art, necessary to ensure the security of and access to the Services, covering the protection and monitoring of the infrastructures, the control of physical and/or intangible access to the said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect the servers from malicious acts.
Within the limits of its capacity as a hosting service, GETFLUENCE also undertakes to take all necessary precautions, in view of the nature of the data and the risks presented by the automated data processing implemented for the needs of the Services, to preserve the security of the data, and in particular to prevent them from being distorted, damaged or accessed by unauthorised third parties.
11. Technical Support
The technical support is accessible via the Account. Depending on the need identified, GETFLUENCE will estimate the time needed to respond and the nature of the response.
12. Other Services
GETFLUENCE reserves the right to offer any other Service that it deems useful, in a form and according to the functionalities and technical means that it deems most appropriate to provide the Services.
13. Obligations and Responsibilities of the Buyer
Without prejudice to the other obligations provided for in these General Conditions, the Buyer undertakes to comply with the following obligations:
13.1 The Buyer undertakes, in his use of the Services, to respect the laws and regulations in force and not to infringe the rights of third parties or public order.
13.2 The Buyer declares that, prior to accepting the General Terms and Conditions, he has received from GETFLUENCE all the advice, instructions and details necessary to subscribe to them with full knowledge of the facts, that he has sufficient knowledge of the characteristics and features of the Platform, and that he has, prior to the present Terms and Conditions, sufficiently exchanged information with GETFLUENCE to ensure that the Platform corresponds to his expectations, needs and constraints.
The Buyer is solely responsible for its use of the Platform.
13.3 The Buyer undertakes to provide GETFLUENCE with all necessary documents, elements, data and information to perform the Services. More generally, the Buyer undertakes to cooperate actively with GETFLUENCE and to inform it of any difficulties related to the foregoing.
13.4 The Buyer is informed and accepts that the implementation of the Services requires that he is connected to the Internet and that the quality of the Services depends directly on this connection, for which he is solely responsible.
13.5 The Buyer warrants to GETFLUENCE that the articles or any content provided by the Buyer as part of the Services do not infringe current laws and regulations, the rights of third parties and public order. Consequently, he guarantees GETFLUENCE that he has all the rights and authorizations necessary to publish the articles. He is solely responsible for the content of the articles he transmits to GETFLUENCE as part of the Services.
13.6 It is expressly agreed that the Buyer and the Editor are solely responsible for the Sponsored Content published. They recognise and accept that they shall be liable for approving the Sponsored Content prior to any publication and they undertake to make it their business to comply with the laws and regulations concerning such Sponsored Content, while GETFLUENCE cannot in any case be held liable in this regard.
13.7 The Buyer shall hold GETFLUENCE harmless against any complaints, claims, actions and/or demands that GETFLUENCE may suffer as a result of the Buyer’s breach of any of its obligations or warranties under these Terms and Conditions. The Buyer agrees to compensate GETFLUENCE for any loss it may suffer and to pay all costs, charges and/or penalties that it may have to bear as a result.
14. Specific Obligations and Responsibilities of the Agency
Without prejudice to the other obligations provided for in these General Conditions, and in particular in the article 13 “Obligations and Responsibilities of the Buyer”, the Agency acting on behalf of the Advertiser within the framework of these General Conditions undertakes to respect the following obligations:
14.1 The Agency warrants that it is the holder of a written agency agreement issued by the Advertiser, valid on the date of access to the Services and the commissioning of services from a Publisher.
This Agency Agreement expressly provides that the Agency may enter into a contract with GETFLUENCE and, where applicable, pay the price of the Services in the name and on behalf of the Advertiser.
It also sets out the terms of the Agency’s remuneration, detailing the various services to be performed under the Agency Agreement and the amount of their respective remuneration.
14.2 In the event that the Agency does not have the rights required to contract with GETFLUENCE on behalf of the Advertiser (e.g. the mandate has expired, the mandate does not allow the Agency to subscribe to the Services and/or pay the price of the Services in the name and on behalf of the Advertiser), the Agency acknowledges and agrees that the Services contracted hereunder shall be deemed to have been contracted by the Agency, in its name and on its own behalf. The Agency shall then be bound by all obligations arising from its use of the Services.
14.3 In any event, the Agency undertakes to comply with all the obligations incumbent upon it under Law No. 93-122 of 29 January 1993 on the prevention of corruption and the transparency of economic life and public procedures, known as the Sapin Law. In particular, it undertakes to report to the Advertiser, within one month following the broadcasting of the Campaign, on the conditions in which the services were provided.
15. GETFLUENCE’s obligations and responsibility
Without prejudice to the other obligations set out in these Terms and Conditions, GETFLUENCE undertakes to respect the following obligations:
15.1 GETFLUENCE undertakes to provide the Services diligently and according to the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Buyer expressly acknowledges and accepts.
15.2 GETFLUENCE does not provide the Buyer with any guarantee as to the suitability of the Services to his needs, expectations or constraints.
15.3 GETFLUENCE shall not be held responsible for the non-performance or delay in the performance of the Services due to circumstances beyond its control or to a case of force majeure, it being expressly specified that the following are considered as cases of force majeure.
15.4 GETFLUENCE undertakes to comply with all the obligations incumbent upon it under the aforementioned law known as the Sapin law, and more particularly:
- GETFLUENCE will send the invoice directly to the Advertiser, whether the orders are paid by the Agency as paying agent, or by the Advertiser.
- GETFLUENCE undertakes to report to the Advertiser, and to the Agency, if applicable, within one month of the Campaign’s broadcasting, on the conditions in which the services were provided.
15.5 GETFLUENCE undertakes, in performing the Services, to comply with the laws and regulations in force and not to undermine public order.
15.6 In any event, the liability that GETFLUENCE may incur hereunder is expressly limited to the direct damages suffered by the Buyer and may not exceed the total amount of the price paid by the latter for the Services concerned.
16. Social Regulations
GETFLUENCE declares that it complies with the tax and social legislation in force, that it is up to date with the payment of social security contributions and that it is able to provide proof of compliance with the various obligations applicable in this respect, at the Purchaser’s request. GETFLUENCE must provide the Buyer, at the latter’s request and as often as necessary, until the end of the use of the Services, with the following documents:
(i) an identification card proving registration in the trade register or an extract of the registration in the Trade and Companies Register dated less than 3 (three) months (K or KBIS in France), or equivalent for a foreign company;
(ii) a certificate of supply of social declarations from the social protection body responsible for collecting the social contributions and fees payable by the Service Provider.
17. Prohibited Behaviours
17.1 It is strictly prohibited to use the Services for the following purposes:
- engaging in illegal or fraudulent activities or activities that infringe on the rights or safety of others;
- the violation of public order or the violation of laws and regulations in force;
- Intrusion into a third party’s computer system or any activity of a nature to harm, control, interfere with, or intercept all or part of a third party’s computer system, violate its integrity or security;
- manipulations intended to improve the referencing of a third party site;
- aiding or abetting, in any form or manner whatsoever, one or more of the acts and activities described above;
- and more generally any practice diverting the Services to purposes other than those for which they were designed.
17.2 It is strictly forbidden for the Buyer to copy and/or divert for their own purposes or those of third parties the concept, technologies, all or part of the data or any other element of the Platform.
17.3 The following are also strictly prohibited: (i) any behaviour likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusions or attempted intrusions into GETFLUENCE’s systems, (iii) any misappropriation of the Platform’s system resources, (iv) any actions likely to impose a disproportionate load on the latter’s infrastructures, (v) any breach of security and authentication measures, (vi) any act likely to damage GETFLUENCE’s financial, commercial or moral rights and interests, and more generally (vii) any breach of these Terms and Conditions.
17.4 It is strictly forbidden to monetize, sell or license all or part of the access to the Services or the Platform, as well as the information hosted and/or shared therein
18. Penalties for Non-compliance
In the event of a breach of the obligations set out in the Article 13 Obligations and Responsibilities of the Buyer and/or in the Article 14 Specific Obligations and Responsibilities of the Agency, GETFLUENCE reserves the right to take any appropriate measure and in particular to:
18.1 suspend or terminate access to the Services by the Buyer who is the author of the breach or infringement, or who has participated in it;
18.2 delete any content posted on the Platform in connection with the breach or infringement, in whole or in part;
18.3 publish on the Platform any information message that GETFLUENCE considers useful;
18.4 notify any competent authority, cooperate with them and provide them with any information relevant to the investigation and prosecution of illegal or unlawful activities;
18.5 initiate any legal action.
The resolution automatically leads to the deletion of the Buyer’s Account, without prejudice to any other consequences that may arise in application of these General Conditions.
19. Privacy
Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party which it receives and which are expressly identified by the other party as confidential. As far as GETFLUENCE is concerned, the parties expressly agree that this confidentiality obligation covers the personal data that GETFLUENCE will process for the Buyer in the context of the Services. All this information is hereinafter referred to as the “Confidential Information“.
The party receiving the Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of five (5) years from the end of the performance of the Services concerned. It may only pass them on to employees, collaborators, trainees or consultants if they are bound by the same obligation of confidentiality as that set out herein. This obligation does not extend to documents, elements, data and information:
19.1 of which the receiving party was already aware;
19.2 already public at the time of their communication or which would become public without violation of the General Conditions;
19.3 that were lawfully received from a third party;
19.4 whose communication would be required by the legal authorities, in application of the laws and regulations or in order to establish the rights of a party under the General Conditions.
20. Intellectual Property
The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, trademarks, databases, etc.) used by GETFLUENCE within the Platform are protected by all intellectual property rights or database producers’ rights in force. Any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of GETFLUENCE is strictly prohibited and may be subject to legal action.
21. Personal Data
GETFLUENCE has a personal data protection policy, the characteristics of which are explained in the document entitled “Personal data protection charter”, which the Buyer is expressly invited to read.
22. Links and Third Party Sites
GETFLUENCE shall in no case be held responsible for the technical availability of websites operated by third parties (including its possible partners) to which the Buyer would have access through the Platform.
GETFLUENCE assumes no responsibility for the content, advertising, products and/or services available on such third-party sites, which are governed by their own terms of use.
GETFLUENCE is also not responsible for transactions between the Buyer and any advertiser, professional or merchant (including any of its partners) to whom the Buyer is directed via the Platform and shall not be party to any disputes with these third parties, in particular concerning the purchase of products and/or services, warranties, declarations and any other obligations to which these third parties are bound.
23. Force majeure
In accordance with the provisions of Article 1218 of the Civil Code, no Party may be held liable for a failure to perform its contractual obligations if this failure is due to an event beyond the control of the Parties and constituting force majeure.
By force majeure, the Parties agree to understand the occurrence of an event presenting the characteristics of unpredictability and irresistibility usually recognized by French law and courts, as well as strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or a defect attributable to a third-party telecommunications provider.
The Party prevented from doing so shall inform the other Party as soon as possible, indicating the nature of the force majeure event. The Parties shall meet in order to determine together the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting force majeure.
If the case of force majeure lasts for more than 1 (one) month, each Party may terminate the Contract, as of right, without any legal formalities, without prior notice and without any right to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.
If, as a result of force majeure, the affected Party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations which are not affected by the force majeure as well as for its payment obligations.
Upon cessation of the force majeure event, the Party prevented from performing must immediately inform the other Party and resume performance of the affected obligations within a reasonable time.
24. Subcontracting
GETFLUENCE reserves the right to use the subcontractors of its choice to carry out the Services and supply the Product. In this case, GETFLUENCE shall notify the Purchaser and undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under the General Terms and Conditions. GETFLUENCE shall in any event remain solely responsible for the proper performance of the Services and the Product with respect to the Buyer.
25. Applicable Law and Jurisdiction
The General Conditions are subject to French law and will be governed and interpreted according to that law.
Any dispute that may arise in connection with its validity, interpretation or execution shall be subject to the exclusive jurisdiction of the Commercial Court of Toulouse (France), unless otherwise provided by mandatory procedural rules.