Sign-up General Conditions
Publisher Contract – General Conditions
Last update: July 1, 2013
These General Conditions govern the services offered by Twenga in connection with the AffinitAD Network. In order for Twenga to provide these services and in order to become a member of the AffinitAD Network, publishers of online services and content who have applied to become a member of the AffinitAD Network must first accept these general conditions to be able to broadcast Advertisers' Campaigns on their website and receive payment in that respect (hereinafter the 'Publisher').
Hereinafter jointly referred to as the 'Parties'.
The Publisher publishes a website on which it makes advertising space available to advertisers. This space can be used for advertising by merchants listed by Twenga on the www.twenga.co.uk website.
Twenga has set up a software platform at www.affinitad.co.uk that can be used to create and insert links (and other advertising technologies as defined in this contract) to present the products of listed merchants on the websites of other publishers.
As part of the service offered via this software platform, Twenga puts advertisers who wish to launch online advertising campaigns in contact with publishers who wish to exploit advertising space on their website. Advertisers, on the one hand, and publishers who have signed up to the Twenga platform, on the other, together make up the AffinitAD Network.
Within this context, Twenga and the Publisher wish to enter into a contract to enable the Publisher to join the AffinitAD Network.
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
Clause 1 - DEFINITIONS
'Account' means the Publisher's personal space on the Platform.
'Action' means the target set by an Advertiser with respect to a Campaign on which the relevant fee is based (e.g. the completion and/or validation of a form by a user, signing up to the Advertiser's website, making a purchase, etc., on the understanding that this list is not exhaustive).
'Advertiser' means a person who wishes to use advertising space made available by the Publisher and Partners.
'AffinitAD Network' means all Partners and Advertisers.
'API' refers to a service available to the Publisher through programmatic interfaces, allowing them to query the campaigns within the affinitAD Network.
'Artificial Traffic' means an invalid Click, Display or Action resulting notably from robots, email requests or discussion forums, script generators that place links to websites other than the Listed Website, clicks not generated by a browser, clicks that are not preceded by the action of a single user who wishes to browse a certain website, clicks resulting from a keyword policy that breaches intellectual property rights and clicks resulting from the dishonest incentivisation of users.
The definition of this term is not restricted to the above description; the concept of 'Artificial Traffic' may be assessed by the Parties.
'Campaign' means the insertion of an Advertiser's advertisement in advertising space provided by a Partner of the AffinitAD Network.
'Click' means the manual and intentional activation by a user of a hypertext link appearing in whatever form (link, banner, window, etc.) on the Listed Website that redirects the user to a page on an Advertiser's website.
'Contract' means these general conditions, the Publisher's membership application that has been accepted by Twenga and the applicable tariffs.
'Conversion Rate' refers to the percentage of visits to effectively generate a sale on the advertiser’s website.
'CPA' or 'Cost per Action' means the cost of each Action.
'Display' means the display of a Campaign on the Listed Website, regardless of whether the user has actually seen/clicked on the Campaign or not.
'Listed Website' means each website mentioned by the Publisher on its form when signing up for the Platform and any website that subsequently joins the AffinitAD Network in accordance with Clause 3.3.
'Partner' means a person who has signed up for the AffinitAD Network in order to make available some or all advertising space on the website(s) it publishes.
'Platform' means the software solution implemented by Twenga, which is available online at www.affinitad.co.uk and which notably enables the Publisher to insert Campaigns on the Listed Website and to count and record the number and type of Actions, Clicks and Displays generated on the Listed Website in relation with Campaigns.
'Revenue Share' means the sharing between Twenga and the Publisher of revenue generated in connection with a Campaign.
'Twenga Group' means all of the entities that are controlled by or that are under common control with Twenga, either directly or indirectly via one or more legal entities, on the understanding that the term 'control' should be construed in accordance with Article L.233-3 of the French Commercial Code (Code de Commerce).
Clause 2 - PURPOSE
These general conditions set out the conditions according to which the Platform will be made available and may be used and the procedure according to which the Publisher may join the AffinitAD Network in order to market some or all of its advertising space to Advertisers who wish to launch Campaigns on Partners' websites. The general conditions are permanently available on the www.affinitad.co.uk website.
They may be supplemented, should the need arise, by special conditions applicable to certain services, which will prevail over these general conditions in the event of a contradiction.
Clause 3 - PUBLISHER ADMISSION PROCEDURE
3.1. Membership application
In order to join the AffinitAD Network, the Publisher must submit an online membership application by completing the relevant form that is available on the www.affinitad.co.uk website.
The Publisher must complete all mandatory fields. Incomplete applications will be rejected.
The Publisher must ensure that all of the information provided in the membership application is accurate and not misleading in any way. Should any change occur, the Publisher agrees to update the relevant information immediately via its Account.
At the end of the membership application form, the Publisher must accept these general conditions and the AffinitAD Quality Charter by ticking the relevant box. Otherwise, the form will not be validated and the application will be rejected.
3.2. Between the Membership application and the Twenga's acceptance of membership applications
Once the Publisher's application submitted, the Publisher is authorised to provide the Campaigns of Advertisers only on the listed Website. The Campaigns could not be realized on unlisted websites before the acceptation of their websites by Twenga.
The Campaigns which are broadcasted between the Membership application and the Twenga's acceptance of membership applications will be paid only if the present Agreement enters into effect, that means when Twenga accepts the Membership applications.
Twenga commits to process the Membership application as soon as possible.
If the Membership application is rejected, the diffusion of the Campaigns will be automatically stopped and no payment will be due to the Publisher.
3.3. Twenga's acceptance of membership applications
This Contract will not take effect until Twenga has accepted the Publisher's application form, in an email sent to the Publisher.
Twenga reserves the right to reject a membership application due, for example, to technical problems or the nature of the Listed Website. Twenga may notably refuse to allow websites to join the AffinitAD Network whose content could harm the image and reputation of Twenga or Advertisers, websites that breach applicable legislation or regulations and/or the AffinitAD Quality Charter, websites that could breach public policy or morals or websites that infringe the rights of third parties or that are generated automatically.
3.4. Listed Websites that are admitted to the AffinitAD Network
The Publisher may broadcast Advertisers' Campaigns solely on the Listed Website(s). As a result, the Publisher agrees not to broadcast Advertisers' Campaigns on websites that have not already been accepted by Twenga.
Any Publisher who wishes to have other websites admitted to the AffinitAD Network during the term of the Contract must declare that it owns the website or that it is authorised to use the website in order to activate the service.
The Publisher is solely responsible for the Listed Website and the content thereof. It undertakes in particular to ensure that no Listed Website breaches applicable legislation or regulations, public policy, morals or the rights of third parties. It must also ensure that the quality of content on the Listed Website is maintained, particularly by refraining from generating content automatically.
The Publisher must also guarantee that it holds all of the rights and authorisations needed to broadcast the Campaigns on the Listed Website.
Clause 4 - OPERATING TERMS
Once the Publisher's application has been requested, an Account will be opened for the Publisher to manage the insertion of Campaigns on the Listed Website. The Publisher may access its Account using a personal user ID and password.
The Publisher has sole responsibility for all actions carried out under its Account username and password. All logins to this Account using the username and password provided, as well as any changes or actions carried out on the Account, will be considered to have been carried out by the Publisher. The Publisher is solely responsible for safeguarding the confidentiality of the username and password.
The Publisher must contact Twenga immediately, by post or email, if its user ID and password are lost or stolen. Twenga shall deactivate the Publisher's user information upon receipt of the Publisher's notification and send the Publisher a new user ID and password as quickly as possible.
4.2. Technical implementation
In order to be able to broadcast Campaigns on the Listed Website, the Publisher must first install one or more Scripts of its choosing on the website,or use of the affinitAD APIs.
If the publisher chooses to use the APIs, it is committed to operate within the affinitAD APIs guidelines, as described in Appendix 2.
Twenga shall provide the Publisher with various types of Scripts in order to launch Campaigns on the Listed Website. The types of Scripts involved are described on the www.affinitad.co.uk website.
The Publisher is hereby informed of the fact that certain Scripts are reserved for certain categories of Listed Websites or Partners. Twenga cannot guarantee that the Publisher will be able to access all of the Scripts made available on the Platform. Twenga undertakes solely to make at least one type of Script available to each Partner.
The Publisher will be responsible for and must pay the cost of installing the Scripts needed to display Campaigns on the Listed Website. The Publisher undertakes not to modify or alter the Scripts made available by Twenga without the latter's prior authorisation. The Publisher is hereby informed that Twenga may temporarily deactivate Scripts for servicing or maintenance purposes.
The Publisher is hereby informed that the Scripts developed by Twenga automatically read and interpret the content of pages on which the Publisher has installed them. Therefore, if the Publisher wishes to protect some or all of the content of the Listed Website, it must not install Scripts on the relevant pages. Twenga will not be liable for the automated reading by its computers of protected data on the Listed Website.
The Publisher may remove Scripts from its pages at any time.
4.3. Broadcasting Campaigns
Twenga gives no guarantee that the Campaigns selected and broadcast on the Publisher's web pages will not relate to products or services that compete with those to which the Listed Website relates.
The Publisher expressly authorises Twenga to broadcast advertisements concerning its own services in the spaces where the Publisher has installed Scripts, particularly if Twenga does not have an appropriate Campaign for the Listed Website or cannot exhaustively fill all of the spaces on which Scripts have been installed.
The Publisher is hereby informed that the contract which must be entered into with Advertisers provides that Advertisers may withdraw their Campaign from the Listed Website without a valid reason and without being required to pay compensation.
4.4. Publisher's obligation
The Publisher undertakes not to generate or help generate Artificial Traffic and, generally, not to use Twenga's Platform or services improperly or illegally.
4.5. Quality of Traffic
The Publisher shall endeavour to provide qualified Clicks to AffinitAD Network. This is measured through the Conversion Rate.
If the publisher fails to achieve a Conversion Rate of at least 0,8 % for two consecutive months, it will be considered as a breach of contract.
The Contract does not grant the parties any exclusive rights.
Twenga does not undertake to fill exhaustively all of the spaces where the Publisher has installed Scripts.
The Publisher is free to join other advertising networks without being required to notify Twenga beforehand.
Clause 5 - FINANCIAL TERMS
The Publisher will receive the following fee:
A Revshare-based fee: the fee paid by the Advertiser in respect of an Action counted in connection with a Campaign (e.g. a percentage of the price of a sale made by the Advertiser) will be the subject of the following Revenue Share between the Publisher and Twenga: the Publisher will receive 60% of the commission and Twenga will receive 40%.
Twenga may change the fee at any time, in which case it shall inform the Publisher in accordance with Clause 13 ('Variations').
Tariffs are given in pound sterling, excluding VAT. Twenga will only pay the Publisher the corresponding VAT if the Publisher specifically informs the company that it is liable for VAT.
5.2. Billing terms
The amount owed to the Publisher for Clicks, Displays or Actions will be determined by Twenga at the end of every month.
The Publisher authorises Twenga to issue invoices in its name and on its behalf throughout the term of the Contract (self-billing).
Invoices must be prepared at the latest on the 15th day of the following month.
In accordance with French law, the Publisher will remain fully responsible for fulfilling its billing obligations and for the related consequences in terms of VAT. In any event, the Publisher must inform Twenga as to whether it is liable for VAT or not. Notice of any change to this situation must be set out in an email sent to firstname.lastname@example.org.
The Publisher undertakes to pay the French Treasury all of the taxes mentioned on invoices prepared in its name and on its behalf. In the event that the duplicate of an invoice is not available via its Account, the Publisher undertakes to request the duplicate immediately from Twenga in an email sent to email@example.com.
The amount owed to the Publisher must be at least equal to the minimum threshold of £ 50 (excluding VAT) for the purposes of self-billing and payment. If the amount owed is less than the threshold of £ 50 (excluding VAT), no fee will be billed for that month and the amount will be added to the fee owed for the following month, until such time as the total amount owed reaches the threshold of £ 50 (excluding VAT).
Notwithstanding the foregoing, in the event that the Contract is terminated or the remuneration system changes, the amount owed to the Publisher will be billed and paid even if it is less than the threshold of £ 50 (excluding VAT).
5.3 Payment terms
Payment must be made to the Publisher within forty-five (45) days of the invoice date, by PayPal or bank transfer to the bank account details of which are given in the Publisher's Account (subject to a processing charge payable by the Publisher, which may vary depending on the processing body involved).
Twenga will not be liable under any circumstances should a problem or error arise in the payment owing to the provision of incomplete or inaccurate information by the Publisher. In such event, any and all charges borne by Twenga must be paid by the Publisher, who expressly authorises Twenga to deduct them from the amounts owed to it.
Clause 6 - REMUNERATION, SUPPORTING DOCUMENTS
Events for which a fee will be paid (Clicks, Actions or Displays) will be calculated using Twenga's Platform and the associated IT hardware. The results recorded by the Platform will prevail between the parties and will constitute proof of events for which a fee must be paid (Clicks, Actions and Displays) used as a basis to calculate the price. Generally, all operations and connections recorded by the Platform will prevail between the parties.
Information will be available through the Publisher's Account.
Accordingly, the Publisher undertakes not to dispute the admissibility, validity or binding force of such proof solely on the grounds that it is in electronic form.
Clause 7 - GUARANTEE BY THE PUBLISHER
The Publisher shall hold Twenga harmless against any damage that may arise from the content of the Listed Website, any infringement of a third party's rights, the transmission of incorrect or inaccurate information and, generally, any breach of the Contract.
The Publisher undertakes to pay Twenga any and all costs, charges and damages it may be required to bear as a result of the foregoing.
Clause 8 - TERM AND TERMINATION
This Contract will take effect on the date Twenga accepts the Publisher's membership application and will remain in effect for an unlimited term.
Either party may terminate the Contract at any time, without being required to provide a reason, by way of a written request sent to the other party by letter or email, subject to at least seven (7) days' notice.
The Contract will automatically terminate at the end of the notice period.
8.3.Termination for breach of contract
Either party may terminate this Contract by operation of law, by letter or email, in the event that the other party breaches any one of its contractual obligations and fails to remedy the breach within seven (7) days of dispatch of a formal request to remedy the said breach, sent by letter or email. The Contract will terminate immediately at the end of the notice period. The Contract may be terminated without prejudice to any damages that might be claimed in addition by the victim of the breach.
In the event of termination for breach of contract, the outstanding amounts owed to the Publisher will be retained by Twenga as a penalty, without prejudice to any damages which Twenga may also be entitled to claim from the Publisher.
In the event that a breach of this Contract by the Publisher is not remedied within two (2) days of dispatch of a formal request to remedy the said breach sent by letter or email, Twenga also reserves the right to suspend the broadcast of Campaigns on the Listed Website within 24 hours.
8.4.Consequences of termination
The following consequences and obligations will arise on account of termination of the Contract:
- the Publisher's user ID and password will be deactivated;
- the Publisher must promptly remove the Scripts installed on pages of the Listed Website; and
- Twenga shall pay the Publisher the sums outstanding that have not been disputed, in accordance with Clause 5.2.3.
Clause 9 - TWENGA'S LIABILITY
Twenga shall endeavour, to the extent possible, to ensure that the Platform is accessible 24 hours a day 7 days a week. Nonetheless, access to the Platform may be temporarily suspended, particularly due to technical maintenance work, migration or updates, breakdowns or Internet operating restrictions.
The Publisher is hereby informed that the transmission of data via internet is only relatively reliable and secure. The networks on which data circulate have varying characteristics and capacities and may be saturated at certain times of the day, which may affect downloading times and accessibility. Furthermore, Twenga cannot guarantee that data transmitted via internet will be protected against interception or other malicious acts.
Twenga will not be liable under any circumstances should Advertisers' websites be unavailable. It denies responsibility for the content, products and/or services available on Advertisers' websites, which are governed by Advertisers' own conditions of use.
Twenga will not be liable under any circumstances should its Publishers' websites be unavailable. It denies responsibility for damage owing to the installation of the script by the Publisher.
In any event, throughout the term of this Contract, Twenga's potential liability in connection with this Contract is expressly limited, all heads of damage and causes combined, to the amounts paid to the Publisher in respect of the last six (6) months prior to the event that caused the damage.
Clause 10 - INTELLECTUAL PROPERTY
The systems, software applications, technologies, structures, infrastructure, scripts, databases and content (text, images, visuals, music, logos, trade marks, etc.) exploited by Twenga within the scope of the AffinitAD Network and the Platform are protected by intellectual property rights. The Publisher is not granted any licence in respect of the foregoing other than for the strict implementation of this Contract. The decompilation, decryption, extraction, copying, broadcast and, generally, any use of the whole or part of any of the foregoing without Twenga's express prior authorisation is strictly prohibited.
Displaying the visuals or trade mark of an Advertiser on the Listed Website in connection with a Campaign will in no way grant the Publisher an intellectual property right in the said visuals or trade mark, or in the Advertiser's products or services.
Clause 11 - PERSONAL DATA
When the Publisher submits its membership application and uses the Platform, Twenga may collect personal data about the Publisher.
These personal data are needed to manage the Publisher's access to the AffinitAD Network and the Platform and, generally, for implementation of this Contract. They will also enable Twenga to fulfil its statutory and regulatory obligations.
The data are intended for Twenga and any service providers who may be involved in performing the Contract. Twenga may also forward data to the appropriate authorities in order to fulfil its statutory and regulatory obligations.
The Publisher may obtain and, if necessary, have its personal details corrected or removed, by sending its request to Twenga by letter or email.
Within the scope of Campaigns for which a fee is paid on a CPA basis, Twenga or the Advertiser will remain the sole owner of information collected about users via the Listed Website. The Publisher expressly acknowledges that it has no right whatsoever in data collected at that time and undertakes not to process such data.
Clause 12 - GENERAL PROVISIONS
The parties undertake to keep confidential the existence and terms of this Contract as well as their exchanges before the Contract was signed and those that will occur in the future.
Each party also agrees not to use such confidential information other than for the proper performance of the Contract.
By way of an exception to the foregoing, the Publisher expressly authorises Twenga to refer to its business links with the Publisher when contacting potential Partners.
The parties expressly agree that the non-disclosure obligation referred to in this Clause 12.1 will remain in effect for three (3) years after the Contract has ended, regardless of the reason.
12.2. Advertising, references
The Publisher, as member of the AffinitAD Network, authorises Twenga to use the name of its Listed Website, its trade name, its logo or its trade marks as business references.
The Publisher is responsible for implement of code or tag of Twenga, if desired, on its website.
Twenga is not responsible for the process used concerning personal or not personal data by the Publisher.
12.4. Assignment of the Contract
The Publisher undertakes to not assign or transfer its rights and obligations to a third party without Twenga's prior written consent.
Twenga reserves the right to assign or transfer the whole or part of the Contract at any time.
In the event that a provision or provisions of this Contract is/are held to be invalid or inapplicable, this will not affect the other provisions, which will remain in full force and effect. The parties agree that, in the event that a provision of this Contract is invalid or inapplicable, in whole or in part, they must agree on the reasonable changes that must be made in order to maintain their interests and objectives as agreed on the date of signature hereof.
Clause 13 - VARIATIONS
Twenga reserves the right to vary the Contract at any time.
Notice of variations must be given in a specific email. If the Publisher rejects a variation, it must terminate the Contract within one (1) month of the notice of the variation. The Contract will then terminate within seven (7) days. If the Contract is not terminated within this time limit, the variation will be deemed to have been accepted.
Clause 14 - GOVERNING LAW AND JURISDICTION
This Contract is governed by French law.
In the event a dispute arises with respect to the validity, interpretation or performance of this Contract and if the Publisher is a merchant (commerçant) within the meaning of the French Commercial Code, the parties agree that the Courts of Paris will have exclusive jurisdiction to decide on the dispute.
The original version of these General Conditions was drawn up in French. In the event of contradiction between the French version and a translated version, the French version will prevail.
Publisher code of conduct