These general terms and conditions of sales (hereinafter the “GTCs“) of IMPACTIFY S.à r.l., a limited liability company established and having its registered office at 53, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade Register under number B217.585 represented by its board of managers, (hereinafter “Impactify”).
They are intended to govern the relationship between Impactify and the customer or, where applicable, its
representative, in the context of the provision of services offered by Impactify which consist in the sale of advertising space on all the websites of Impactify’s network (hereinafter together the “Services” or individually a “Service“). The customer or, where applicable, its representative, is the signing partie of the Insertion Order issued by Impactify or one of its distributors related to the Services and of the present GTCs (the “Advertiser”).
To use the Services, the Advertiser agrees to abide by these GTCs without limitation or qualification.
The purpose of these GTCs is to define the conditions under which Impactify provides the Advertiser with the Services.
Under these GTCs Impactify and the Advertiser are together referred to as the “Parties” and individually as a “Party”.
Article 1. General provisions
These GTCs apply to all services detailed in the insertion order (the “Insertion Order”) issued by Impactify and signed by the Advertiser in accordance with Article 3 of these GTCs.
Impactify reserves the right to modify the present GTCs at any time by publishing a new version on the website impactify.io (hereinafter the “Website“).
Impactify also ensures that the Advertiser accepts them clearly and without reservation when ordering a Service through the signature of an Insertion Order.
The Advertiser acknowledges having read all of these GTCs prior to signing the Insertion Order and having accepted them without restriction or reservation.
These GTCs are concluded for an indefinite period of time from the date of signature of the Insertion Order until the competition of the Services ordered through the Insertion Order.
They are either tacitly renewed according to the same terms and conditions of the present GTCs if neither of the two Parties expressly manifests itself or renewed according to new terms and conditions accepted in writing by the said Parties.
The Advertiser acknowledges that he/she/it has received the necessary advice and information to ensure the suitability of the offer to his/her/its needs when using the Services.
The Advertiser declares that he/she/it is legally able to enter into a contract under the laws of Luxembourg or that he/she/it can validly represent the natural or legal person for whom he/she/it is contracting.
Unless proven otherwise, the information recorded by Impactifiy constitutes proof of all transactions.
Article 2. Prices and payment terms
The selling price of each Service is fixed by Impactify. It is mentioned in the currency indicated in the Insertion Order before and after tax on the Insertion Order.
The selling price offered by Impactify and mentioned on the Insertion Order is valid for thirty (30) days from the Insertion Order issuing date.
Any specific offer labelled is valid only for the duration explicitly mentioned by Impactify or its distributor on the Insertion Order.
Impactify reserves the right to include specific modalities for invoicing and payment of the Services.
If the payment of the Advertiser is requested upon issuance of the Insertion Order, Impactify shall only realize the Services listed in the Insertion Order after the reception of the payment.
The selling price indicated by Impactify on the Insertion Order may be modified at any time by mutual agreement of the Parties.
The payment of the selling price of the Services provided by Impactify shall be done by the Advertiser at the payment due date of the invoice issued by Impactify (the “Invoice”).
The Invoice is issued at the name of the Advertiser and addressed to the Advertiser directly, with any representative thereof receiving a copy.
The prices charged by Impactify are expressed in the currency indicated in the Insertion Order (Euros / US dollars) and take into account the VAT applicable on the day the Advertiser signs the Insertion Order.
In the absence of payment by the Advertiser within a 30 (thirty) calendar days following an Invoice, Impactify reserves the right to suspend the execution of the Services (i.e. diffusion of the advert) until the full payment of the Invoice.
Impactify shall not be held liable for said suspension, nor shall the suspension give rise to revision of the price, the right to extend diffusion or a new diffusion.
In accordance with the legal provisions of the law of April 18, 2004, Invoices not paid on their due date will bear interest at the ECB’s rate plus 8% (eight percent).
Article 3. Performance of the Services
The acceptance of the Services offered through the Insertion Orders will be executed only if :
- The Insertion Order is signed by a legal representative or a staff member of the Advertiser;
- These GTCs are unconditionally accepted by the signature of the Insertion Order and the mention of their adherence;
- The signed Insertion Order is received by Impactify before the expiring date of the offer indicated in the Insertion Order; and
- The signed Insertion Order is accepted by Impactify before the campaign’s diffusion launch.
The Advertiser must provide Impactify with the digital material to be diffused as agreed in the Insertion Order no later than three (3) business days before the corresponding campaign go-live date.
Impactify will not be considered as responsible for errors related to the diffusion of the material if such a three (3) days deadline is not observed.
The Services will be executed in accordance with the technical requirements determined in the Technical Specifications handbook, the Insertion Order and the technical exchanges or agreed upon requests of the Parties.
Any failure to comply with the technical requirement previously determined by the Parties by the Advertiser will limit Impactify’s liability related to the late delivery of the Services (delay of the go live date…).
Impactify reserves the right to suspend the execution of the Services or terminate the contract in case of breach by the Advertiser of its contractual and financial obligations.
The Insertion Orders and the GTCs form a contractual whole.
Article 4. Obligations of Impactify
Impactify agrees to comply with all laws and regulations applicable to it as a professional in connection with the performance of the Services.
Impactify undertakes to implement all means in order to satisfy its obligations in an optimal way by delivering a quality service to the Advertiser.
Impactify undertakes to respond to customer service emails within two (2) business days of receipt, in both French and English.
Any exchange between Impactify and the Advertiser is strictly confidential. The Parties therefore agree not to disclose the content of these exchanges to a third party without their mutual consent.
Impactify shall not be liable for any direct or indirect loss or damage of any kind caused by errors, alteration of digital material or transmission of digital material and use of such digital material by the Advertiser.
Article 5. Technical requirements
In the event that, for technical reasons, the files submitted by the Advertiser would be unfit for the diffusion of the advertising message, Impactify will notify the Advertiser as soon as possible (or its representative) who must provide a satisfactory file of the same message no later than three (3) business days. In this case, the diffusion is to be paid in full by the Advertiser, or its representative if any.
Article 6. Limitation of responsibility
Impactify is bound by an obligation of means, both with regard to the performance of services and the provision of services ordered through the Insertion Order and therefore shall not be responsible for any direct or indirect loss or damage suffered by the Advertiser. In particular, Impactify shall therefore not be held liable for the alteration of content and transmission of content provided by the Advertiser, the non-performance of the services previously agreed with other service provider involved due to the service provider’s or its staff’s wrongful behaviour, a case of force majeure, disruption or total or partial strike, in particular of postal services and means of transport and/or communication.
Article 7. Intellectual property
7.1. All the technologic tools, brands, expertises, logotypes, images, photographs, texts, graphic designs, etc. have been created and are owned/retained by Impactify and are made available to the Advertiser for the performance of the Services (hereafter the “IP rights”).
7.2. During and after the performance of the Services, Impactify remains the sole owner of the IP rights (including tags and redirects).
7.3. The Advertiser declares to recognize the existence of the IP rights of Impactify and refrains from contesting them and undertakes to respect them during or after the performance of the Services by Impactify.
7.4. The Advertiser agrees to use the IP rights only for its own needs, exclusively in relation with the performance of the Services listed in the Insertion Order and not to make any direct or indirect commercial use of all or part of the IP rights provided by Impactify outside the performance of the Services detailed in the Insertion Order without a prior written consent of Impactify.
7.5. Any adaptation, modification and/or production made by Impactify on the IP rights during the performance of the Services remains its exclusive property and can only be used by the Advertiser for the realization of the Services detailed in the Insertion Order. Any other use of these adaptation, modification and/or production are not allowed without prior written approval of Impactify.
Article 8. Refusal to diffusion
Impactify refuses to proceed to the execution of the Service and proceed to the diffusion of campaigns that are deemed offending moral and legal area, in particular, without this list being exhaustive: products of a pornographic nature, inciting racial hatred, discrimination based on race, sex, religion, nationality, physical capacities, sexual orientation or age, drugs of all types.
Article 9. Limitation of liability
Any delay, suspension or cancellation of the diffusion of the advert due to technical failures related to the internet network, or for other reasons beyond the control of Impactify and independent of its will, may not give rise to a refusal to pay, in whole or in part, on behalf of the Advertiser or its representative, nor shall it give rise to a new advert insertion at the expense of Impactify or to the compensation, in any form whatsoever, of the Advertiser or its representative.
Any delay, suspension or cancellation of the diffusion of the advert may only give rise to reimbursement or to non-recovery, whether in whole or in part, of the price of the advert insertion concerned.
When Impactify has sent the Advertiser a diffusion framework, providing a list of websites likely to diffuse the advertising message, this list is for information purposes only, as it contains sites that could potentially disseminate the advertising message at a particular moment. The Advertiser is therefore informed that, due to technical and marketing reasons or other advertising messages, adverts may only be diffused on some of the listed sites or on sites added after the date of the Insertion Order.
Only the tools and software used by Impactify, including counting tools (displays, clicks, etc.) shall prevail.
No claims shall be taken into consideration after a period of three (3) months from the date of the event for which the complaint has been issued.
Article 10. Breach of contract
10.1 The Advertiser or its representative may not claim any breach of contract for the fulfilment of the Insertion Order or of these GTCs if said breach is not expressly communicated to Impactify and jointly recognised by both Parties during the campaign.
10.2 Failure on the part of Impactify to invoke one of the provisions of these GTCs at a given time shall not be interpreted as waiving the right to invoke said provision at a later date.
10.3 In the event of non-compliance by the Advertiser with any of the clauses of this contract or any other contractual document binding the Advertiser, Impactify reserves the right to suspend or terminate the contractual agreement binding the two Parties and any related contractual document (the Insertion Order) without legal formalities.
Article 11. Invoicing and payment
Advertiser is responsible for paying for orders placed by the Advertiser or on its behalf by a representative.
Payment for the services provided by Impactify shall be carried out at reception of the invoice issued by Impactify. Such invoice shall be established in the name of the Advertiser and sent to the Advertiser directly, with any representative thereof receiving a copy.
Notwithstanding the foregoing, Impactify reserves the right to include specific terms and conditions for invoicing and payment. When settlement is requested upon submission of the Insertion Order, Impactify shall only realize the services listed in the Insertion Order after the payment is settled. Following the issuance of the corresponding invoice, Impactify reserves the right to suspend the diffusion of the advert until payment has been made in full. In accordance with the legal provisions of the law of April 18, 2004, invoices not paid on their due date will bear interest at the ECB’s key rate plus 8% (eight percent).
The prices stated in the Insertion Order shall apply.
All payments should be realized by bank transfer on the bank account mentioned on the Invoice.
Invoices are payable at reception by the Advertiser, unless a different date for payment has been provided by Impactify.
Upon expiration of the due date specified in the Invoice, the outstanding amount of the Invoice will bear interest as foreseen by the law of April 18th, 2004.
Article 12. Automated procurement
For the full and optimal completion of the Services, Impactify could use various tools proposed by other service providers (the “ Tools Service Providers) proposing these tools via automated procurement processes that can be used by the Advertiser.
In case of the use of these tools by the Advertiser, the use of these tools are not sold by Impactify but by the Tool Services Provider which will be responsible for the execution of the services related to the use of these tools.
Article 13. Partial nullity
If one or more provisions of these GTCs are held to be invalid or declared as such in application of a law, a regulation or a final decision of a competent court, the other provisions will keep all their force and all their range.
Article 14. No Waiver
If during the course of the contractual relationship Impactify does not require performance of any provision of these GTC, this shall not be construed as a waiver of such provision and the Advertiser shall not be entitled to invoke such non-performance in whole or in part at a later date.
Article 15. Personal Data
Impactify may collect personal data about the Advertiser or its personnel, which are as follows:
- Name and surname of the Advertiser or the Advertiser’s staff members,
- The telephone number of the Advertiser or the Advertiser’s staff members, and
- The e-mail addresses of the Advertiser or the Advertiser’s staff members.
The personal information collected by Impactify via these GTCs are recorded in its customer file and mainly used for the proper management of the relationship with Impactify and the performance of the services provided for in these GTCs and any service contract concluded between Impactify and the Advertiser.
The information collected is kept for a period not exceeding two (2) years, unless:
- A longer retention period is authorized or imposed by a legal or regulatory provision,
- If one of the Advertiser’s staff members or the Advertiser exercises, under the conditions set out below, any of the rights granted to him by the legislation currently in force in Luxembourg.
By agreeing to these GTCs, the Advertiser consents to the collection and use of the data of its staff members for the purpose of performing the services previously agreed with the Service Provider.
Access to personal data is strictly limited to the Provider’s employees and agents, who are authorized to process them by virtue of their functions. The information collected may be communicated to third parties bound to Impactify by contract for the execution of subcontracted tasks necessary for the realization of the Services without the express authorization of the Advertiser’s or the Advertiser’s staff. It is specified that, in the context of the performance of their services, third parties have only limited access to the data and have a contractual obligation to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, Impactify undertakes not to sell, rent, assign or give third parties access to the data without the prior consent of each member of the Advertiser’s/Advertiser’s staff, unless compelled to do so for a legitimate reason (legal obligation, fight against fraud or abuse, exercise of the rights of defence, etc.).
The personal data of the Advertiser’s/Advertiser’s staff members collected by Impactify in accordance with the General Data Protection Regulation of April 27, 2016 applicable as of May 25, 2018 (hereinafter “GDPR“) on the protection of natural persons with regard to the processing of personal data and the free movement of such data.
By adhering to these GTCs, the Advertiser certifies that it/he/she has received from each member of its/his/her staff their consent to the collection and use of this data for the purpose of providing the services previously agreed with Impactify.
Any member of the Advertiser’s staff has, in accordance with the GDPR, a right of access, modification, rectification, deletion, opposability and limitation of personal data concerning him/her. These rights can be exercised either by mail to the address set out above, or by e-mail to the following address: firstname.lastname@example.org.
The Advertiser’s/ Advertiser’s staff also has the right to file a complaint with the Luxembourg supervisory authority, namely Commission Nationale de la Protection des Données Personnelles. on the following link: Formulaire de réclamation – Particuliers – Commission nationale pour la protection des données – Luxembourg (public.lu)
Article 16. Applicable law
These CTGs are subject to and interpreted in accordance with the laws of the Grand Duchy of Luxembourg.