Effective Date: 29/09/2021
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”) which allows:
- Advertising agencies (hereinafter the “Agencies”);
- Editors who own media that publish advertising space;
- sales representatives of the Editors and;
- intermediaries commissioned by the Editors (the persons referred to in (ii), (iii) and (iv) together being referred to as the “Editors” and the Agencies and the Editors together being referred to as the “Publishers”).
to offer the marketing of media as defined below and, where applicable, brand content offers as defined in Article 6.3 “Brand Content Offer” (hereinafter “Brand Content”) to advertisers (hereinafter the “Advertisers”) who wish to broadcast their advertisements (hereinafter the “Campaigns”).
The purpose of the Platform is to allow Publishers to entrust GETFLUENCE with the subcontracting of the Publishers’ advertising spaces (hereinafter the “Media”).
The purpose of these general terms and conditions (hereinafter referred to as the “General Terms and Conditions”) is to define the terms and conditions of use of the services offered by GETFLUENCE (hereinafter referred to as 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 an Editor, a Publisher 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. Platform and Services 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 14-16 Dowgate Hill Office, G07 EC4R 2SU, LONDON, United Kingdom.
3. Access to the Platform and Services
3.1 Legal Capacity
The Platform and the Services can be accessed by any legal entity acting through a natural person who has the legal capacity to contract in the name and on behalf of the legal entity.
3.2 Platform and Services for Professionals
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 Publisher 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 Publisher who does not agree to be bound by these General Conditions must not use the Services.
Any acceptance of these General Conditions by the Publisher implies acceptance of the GTC governing access to the website and associated services.
- To use the Services, the Publisher must register on the Platform, by filling in the form provided for this purpose. In some cases, GETFLUENCE appoints a special contact for the Publisher (the “Publisher Manager”), who may be responsible for opening the account or adding/removing certain Media on the Platform at the Publisher’s request.
The Publisher shall then provide all the information marked as mandatory, in particular the surname and first name of the designated contact, the professional email address and password. The Publisher acknowledges and accepts that the email address provided on the registration form constitutes his login.
Any incomplete registration will not be validated.
Registration leads to the opening of an account in the Publisher’s name (hereinafter: the “Account”), giving him access to a personal space (hereinafter: the “Personal Space”) which allows the Publisher to manage his use of the Services in a form and according to the technical means that GETFLUENCE deems the most appropriate to render said Services.
2. The Publisher guarantees that all information provided is accurate, up-to-date and truthful and is not misleading.
The Publisher undertakes to update this information in the Personal Space in the event of any changes, so that it always corresponds to the aforementioned criteria.
The Publisher is hereby informed and accepts that the information entered for the purpose of creating or updating the Publisher’s Account is proof of his identity. The information entered by the Publisher or the Publisher Manager is binding on the Publisher as soon as it is validated.
3. The Publisher may access his Personal Space at any time after having identified himself using his login and password.
The Publisher 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 for them.
When the Publisher is a commercial representative of the Editor or an intermediary mandated by him, it guarantees GETFLUENCE that it has all the necessary authorizations to market the Media on behalf of the Editors.
The Publisher 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 Publisher. The Publisher must immediately contact GETFLUENCE if he notices that the Publisher’s Account has been used without his knowledge. The Publisher acknowledges GETFLUENCE’s right to take all appropriate measures in such a case.
The Publisher has access to the following Services, in a form and according to the functionalities and technical means that GETFLUENCE deems most appropriate.
- Management of Media, Brand Content Offers and Advertisers
The Publisher may freely add and delete Media and Brand Content offers on its Account, provided that it has previously informed GETFLUENCE under writing form, directly or through the Publisher Manager.
If the Agency, the sales representative or the intermediary appointed by the Editor is no longer the agency, representative or intermediary of one or more Editors, it undertakes to inform GETFLUENCE in advance by any useful written means, and in particular by email.
GETFLUENCE offers the Publisher the possibility to modify the Media and Brand Content offers via the Platform. Any changes made will have no effect on the conditions of these Terms and Conditions, which will continue to apply to the Media thus modified.
The Publisher, via his Personal Space, has access to all the information allowing him to follow the campaigns in progress on a daily basis as well as the availability of his earnings.
2. Advertising Subcontracting Service
GETFLUENCE performs the following Services in its own name and on behalf of the Publisher:
- Searches Advertisers, promotes and markets the Media transmitted by the Publisher through the Platform, using any presentation materials, content, logos, visuals and, more generally, promotional documentation relating to the Media communicated by the Publisher;
- Collects and transmits to the Publisher the Campaign orders placed by the Advertisers.
The Publisher has a period of 7 (seven) calendar days from the date of placing the order by an Advertiser on the Platform to accept or reject the Campaign. The Publisher is entirely free to accept or reject a Campaign. Failure by the Publisher to respond within this period shall be deemed a refusal.
Any acceptance of an order must be carried out in accordance with the terms and conditions described in the brief transmitted by the Advertiser and is materialised by a click from the Editor. Once the click has been made, the mission starts and the status is updated.
As part of the advertising sub-agency service offered via the Platform, GETFLUENCE undertakes to inform Publishers of the rates applicable to Advertisers by any means.
3. Brand Content Offer
The Publisher may allow Advertisers to benefit from Brand Content services, i.e. mainly sponsored content created by the Publisher in which the Advertiser’s brand, products or services are mentioned naturally.
When the Advertiser orders a Brand Content service via the Platform, it is invoiced with the sale of the Media under the conditions set out in the Article 7 “Financial Conditions”.
4. 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.
5. Technical Support
Apart from malfunctions and for any question related to the use of the Platform, GETFLUENCE offers the Publisher technical support consisting of assistance and advice.
The technical support is accessible via the Publisher’s Account, or by contacting the Publisher Manager, if necessary. Depending on the identified need, GETFLUENCE will estimate the time needed to respond and the nature of the response.
6. 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 said Services.
7. Financial Conditions
- Services Prices
The Services identified in the articles “Adding and deleting Media on the Platform”, “Modifying Media on the Platform”, “Identifying Advertisers”, “Hosting of the Platform” and “Technical support” of the General Conditions, within the limits specified in the said article, are provided to the Publisher free of charge.
For the advertising sub-agency and Brand Content services provided by the Publisher, for each medium marketed that may include Brand Content, GETFLUENCE will remit to the Publisher all the Net Sales (excluding VAT) received from Advertisers, less its own remuneration, the percentage of which based on the Net Sales (excluding VAT) is communicated by GETFLUENCE to the Publisher by e-mail (the “Commission”).
The concept “Net Sales” is defined as the turnover generated by the marketing of the Media and any associated Brand Content services, including the revenue received for the technical costs of advertising insertions, after deduction of any discounts, rebates, discounts and other price deductions that may be granted to Advertisers, as well as the costs relating to the marketing of the Media, including in particular commissions and/or remuneration due to intermediaries or subcontractors, in accordance with the terms of the Contract, discounts and rebates and other price deductions that may be granted to Advertisers, as well as costs relating to the marketing of the Media, including in particular commissions and/or remuneration due to intermediaries or subcontractors, insofar as they are authorised by legal provisions, and advertising and promotion costs.
2. Terms of invoicing and payment to the Publisher
GETFLUENCE will invoice, in its own name but on behalf of the Publisher, for the sale of Media and Brand Content services and will collect the corresponding payments from Advertisers, without being a del credere. In this respect, GETFLUENCE shall not be held liable to the Publisher in the event that an Advertiser fails to pay its invoice.
Furthermore, the Publisher expressly acknowledges and accepts that only orders expressly validated by the Publisher will give rise to invoicing and payment of the corresponding prices by the Advertisers.
8.Duration of Services and Unsubscription
The Services are subscribed for an indefinite period.
The Publisher may unsubscribe from the Services at any time, from his Account on the Platform or by sending a request to this effect to GETFLUENCE by email, to the contact details mentioned in the Article 2 “Platform and Services Operator [Contact]”.
Unsubscription is effective within a maximum of 7 (seven) days from this request. It leads to the automatic deletion of the Publisher’s Account.
GETFLUENCE also reserves the right to close and delete any Account that remains inactive for a continuous period of 2 (two) years, i.e. whose last connection date is more than 2 (two) years old. Publishers acknowledge and accept that when their Account is deleted by GETFLUENCE because it has remained inactive for a continuous period of 2 (two) years, they can no longer withdraw their winnings which are retained by GETFLUENCE.
Any winnings obtained by the Publisher expire after two years from the date of winning. GETFLUENCE may therefore keep any winnings not withdrawn for a period of more than 2 (two) years without closing/deleting the Account. At the Publisher’s express request, GETFLUENCE may, at its sole discretion, decide to postpone the expiration date of the winnings on a case-by-case basis.
9. Evidence Agreement
Publisher expressly acknowledges and agrees:
- That the data collected on the Platform and GETFLUENCE’s computer equipment are proof of the reality of the operations carried out under the present contract,
- That this data is the principal form of evidence admitted between the parties.
10.Obligations and Responsibilities of the Publisher
Without prejudice to the other obligations set out in these General Conditions, the Publisher undertakes to comply with the following obligations:
- The Publisher declares that it has received from GETFLUENCE, prior to accepting the General Terms and Conditions, all advice, instructions and details necessary for it to subscribe to them with full knowledge of the facts, that it has sufficient knowledge of the characteristics and features of the Platform, and that it has, prior to the present document, sufficiently exchanged with GETFLUENCE to ensure that the Platform corresponds to its expectations, needs and constraints
- The Publisher guarantees that the Materials do not infringe current laws and regulations, the rights of third parties or public order.
In this respect, the Publisher guarantees that the Materials do not infringe current laws and regulations, the rights of third parties or public order.
The Publisher is also responsible for fulfilling all administrative, tax and/or social formalities, authorisations of all kinds, legal and/or administrative, as well as all payments of contributions, taxes or duties of any kind that may be due in connection with its use of the Media and the Platform.
GETFLUENCE cannot be held responsible in any way for this.
3. The Publisher undertakes to broadcast the validated Campaigns at the times and days specified.
4. The Publisher agrees to cooperate actively with GETFLUENCE for the proper performance of the Services.
5. The Publisher is solely responsible for his use of the Platform.
6. The Publisher guarantees that he holds all the rights and authorisations necessary to use the Media and, more specifically, to distribute the Campaigns on said Media. When the Publisher is a sales representative or an intermediary mandated by the Editor, he guarantees GETFLUENCE that he has all the necessary authorizations and permissions to offer the Media on the Platform.
The Publisher is solely responsible for the content and operation of the Media.
7. The Publisher guarantees GETFLUENCE the availability and continuity of access to the Media. The Publisher shall be solely responsible in the event of technical difficulties that could affect the distribution of validated Campaigns on his Media.
8. The Publisher must inform GETFLUENCE in writing of any action or claim concerning one of the Media that could have consequences on the Services or on the image and reputation of GETLUFENCE.
9. The Publisher is responsible for putting the Campaigns online on the Media, which must comply with the technical standards communicated to GETFLUENCE by the Publisher beforehand.
10. The Publisher shall hold GETFLUENCE harmless against any complaints, claims, actions and/or demands that it may suffer as a result of the Publisher’s breach of any of his obligations under the Terms and Conditions. The Publisher agrees to pay GETFLUENCE all costs, charges and/or judgments that it may incur as a result.
11. GETFLUENCE’s Responsibility and Guarantee
- GETFLUENCE undertakes to provide the Services diligently and in accordance with the rules of the trade, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Publisher expressly acknowledges and accepts.
- In particular, GETFLUENCE provides no guarantee or commitment as to the amount of Net Sales likely to be generated by the marketing of the Media and the revenues likely to be paid to the Publisher.
- GETFLUENCE undertakes to use the information, documents, data and more generally all the elements that the Publisher may communicate to it under these Terms and Conditions only for the purposes of executing these Terms and Conditions.
- GETFLUENCE certifies that it holds an insurance policy guaranteeing its professional civil liability. It undertakes to keep this insurance policy in force for the duration of the provision of the Services.
- GETFLUENCE undertakes to perform the Services in accordance with the laws and regulations in force, in particular the provisions of Law No. 93-122 of 29 January 1993 on advertising.
- The Publisher expressly acknowledges and accepts that the Campaigns broadcast are created by the Advertisers alone and that GETFLUENCE is not responsible for them.
If the Publisher identifies Campaigns that considers illegal or inappropriate, he undertakes to inform GETFLUENCE as soon as possible. In this case, GETFLUENCE will actively cooperate with the Publisher and the Advertiser concerned in order to address the problem.
The Publisher acknowledges and accepts that he is responsible for the Content created and disseminated as part of the Brand Content Services he provides via the Platform.
7. In the event of disputes or litigation with an Advertiser, the Publisher undertakes to put GETFLUENCE off the hook in any disputes or litigation that may arise with Advertisers, and to deal personally with their resolution.
8. GETFLUENCE does not guarantee the Publisher that the Platform, which is subject to constant research to improve its performance and progress, will be totally free of errors, defects or faults.
In any case, GETFLUENCE reserves the right to temporarily interrupt access to the Platform for maintenance purposes.
Similarly, GETFLUENCE shall not be held responsible for any temporary difficulties or impossibilities in accessing the Platform due to circumstances beyond its control or due to disruptions in the telecommunication networks.
9. GETFLUENCE cannot be held responsible for the technical availability of the Publisher’s Media. It does not assume any responsibility for the content, products and/or services available on the sites on which the Publisher’s Materials appear.
10. In any event, GETFLUENCE shall not be liable to the Publisher for payment of damages of any kind, whether direct, material, commercial, financial or moral, as a result of the performance of these General Terms and Conditions, for an amount greater than the amounts invoiced by GETFLUENCE in this context that gave rise to its liability, during the 12 months preceding the occurrence of the alleged damage. GETFLUENCE’s liability can only be incurred if the Publisher has made a claim, by registered letter with acknowledgement of receipt, within one month of the said occurrence.
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.
2. It is strictly forbidden for the Publisher 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.
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.
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.
13.Penalties for Non-compliance
In case of breach of any of the provisions of these Terms and Conditions, or more generally, of breach of laws and regulations by the Publisher, GETFLUENCE reserves the right to take any appropriate action and in particular to:
- Suspend, remove or prevent access to the Services by the Publisher who is the author of the breach or infringement, or who has participated in it,
- Take all appropriate measures and initiate any legal action,
- To notify the competent authorities where appropriate, to cooperate with them and to provide them with all information relevant to the investigation and prosecution of illegal or unlawful activities.
The Publisher is informed and accepts that any breach of its obligations may lead, in addition to the consequences set out above, to the immediate termination of the Terms and Conditions by GETFLUENCE, by any written means.
Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party of which it is the recipient and which are expressly identified by the other party as being confidential. In the case of GETFLUENCE, the parties expressly agree that this obligation of confidentiality covers the personal data that it will have to process for the Publisher in the context of the Services.
All of this information is hereinafter referred to as “Confidential Information”.
The party receiving Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of 3 (three) 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 provided for herein. This obligation does not extend to documents, elements, data and information:
- of which the receiving party was already aware;
- already public at the time of their communication or which would become public without violation of the General Conditions;
- that were lawfully received from a third party;
- 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.
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.
- Concerning personal data relating to Advertisers
Each of the parties undertakes to comply, each insofar as it is concerned, with all legal and regulatory obligations incumbent on it in terms of personal data protection, in particular Law 78-17 of 6 January 1978 (known as the “Data Protection Act”) and EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (known as the “General Data Protection Regulation”).
The personal data concerning the interlocutors of a party involved in the execution of the General Conditions are collected and/or processed by the other party in its capacity as data controller within the meaning of the aforementioned regulations.
This data is kept for the time strictly necessary to manage the contractual relationship between the parties. The staff of the party responsible for processing them, its control services (auditor in particular) and its subcontractors may have access to the said data. This processing is necessary for the proper execution of these General Conditions.
It may give rise to the exercise by data subjects of their right (i) to obtain communication and, where appropriate, rectification or deletion of data concerning them, (ii) to request erasure or restriction of processing, (iii) to object to processing on legitimate grounds, (iv) to request portability of data concerning them, in order to retrieve and retain them, and (v) to lodge a complaint with a competent supervisory authority.
- Concerning personal data relating to the Publisher
17. Authorization to Distribute Ratings
For the duration of their use of the Services, Publishers authorize GETFLUENCE to use the 5-star ratings (hereinafter the “Ratings”) that they publish on the Platform, according to the following terms and conditions:
- They agree that their Ratings may be published free of charge by GETFLUENCE on the Platform, and on all other French or foreign websites, published by all companies with which GETFLUENCE has agreements,
- They agree that their Ratings may be published by GETFLUENCE by any means and on any medium for the purpose of promoting the Platform
- They waive their right to claim any remuneration, fee, indemnity or financial compensation from GETFLUENCE in this respect.
18. Commercial References
The Publisher expressly authorizes GETFLUENCE to quote it and to use, if necessary, the reproduction of his brand or logo as a commercial reference, in particular during events, in its commercial documents, on its Platform, in any form whatsoever, for the duration of the General Terms and Conditions and for 5 (five) years after its end.
Throughout the term of this Agreement, the Publisher agrees not to offer the marketing of Media on platforms that compete with GETFLUENCE, namely automated reservation platforms that allow the Publisher to provide the services described in Article 6 “Services”.
20.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 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.
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.
GETFLUENCE reserves the right to modify these Terms and Conditions at any time.
The Publisher will be informed of these changes by any useful means.
Publishers who do not accept the amended General Conditions must unsubscribe from the Services in accordance with the terms and conditions set out in the Article 8 “Duration of Services and Unsubscription”.
Any Publisher who uses the Services after the entry into force of the amended General Terms and Conditions is deemed to have accepted these amendments.
In the event of a translation of these General Terms and Conditions into one or more languages, the language of interpretation shall be French in the event of a contradiction or dispute over the meaning of a term or provision.
24.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.