General Terms and Conditions of sale of advertising spaces and created advertising

1.OMSCHRIJVINGEN


The terms mentioned below will have the following meaning in these General Terms and Conditions of Sale of Advertising Space and advertising insertion creations (hereinafter referred to as the “GTCS”:

  • "Advertiser": refers to any professional, or their authorised representative, placing an insertion order for the dissemination of its advertising campaign on media and/or for the creation of advertising insertions for the dissemination of its advertising campaign.
  • "Advertising campaign": refers to all the advertiser's advertising insertions disseminated in the advertising space of the media defined by the latter.
  • "Creation of advertising insertions": refers to the service governed by these GTCS, proposed to any advertiser by MB. In the context of this service, MB handles the creation of advertising insertions on the instructions of and after validation by the advertiser, as well as any other digital communication media on behalf of an advertiser (contact forms, landing page, email shots), it is being specified that, unless otherwise indicated, MB remains the owner of the advertising insertions created.
  • "General Data Protection Regulation": refers to any European or national legal or regulatory provision, resulting in particular from Regulation 2016/679/EU dated 27 April, 2016, relative to the protection of individuals in respect of the processing of personal data and unrestricted circulation of this data, the French Data Privacy Act (amended) N° 78-17 dated 6 January, 1978 and application laws, together with any other regulations applicable on this subject that might subsequently come in addition or as a replacement.
  • "Technical elements": refers to the computer file(s) relative to an advertising insertion forwarded to MB by the advertiser for dissemination of its advertising campaign. These technical elements must meet MB’s technical specifications.
  • "Advertising space": refers to the advertising formats situated on media, as defined in MB’s commercial proposal, where the advertiser’s advertising insertion may be disseminated.
  • "Advertising insertion": refers to any advertising or promotional element relating to the advertiser, its makes, products or services, notably consisting of a text and/or fixed or animated image with or without sound and/or a video.
  • "Authorised representative": any professional holding a mandate in writing from the advertiser to purchase advertising space on media on behalf of the latter.
  • "MB" the company that publishes and runs the Agriaffaires and MachineryZone Internet sites, mobile sites and IOS and Android Apps. Depending on the geographic location of your entity, your order will be placed with:
    • MB Diffusion, a simplified joint stock company with €87,000 capital, Evry Commercial Register N° 432552966, with its registered office located at 98, Allée des Champs-Elysées 91080 - COURCOURONNES France ;
    • or MB Advertising, a company incorporated under Irish law, with 20,000 euros capital, with its registered office located at Rsm Ireland, Trinity House, Charleston Road, Ranelagh Dublin 6
  • "Insertion order": refers to the insertion order emailed to the customer by MB, as defined in Article IV below, to which these advertising GTCS and technical specifications are appended.
  • "MB partners": refers to a company belonging to the Schibsted Group and/or an MB third party in partnership with MB for the dissemination of advertising campaigns on third party media.
  • "MB Services": refers to the services governed by the GTCS, proposed to any advertiser by MB:
    • The dissemination of its advertising campaign;
    • The creation of advertising insertions or any other digital communication medium agreed with the advertiser.
  • "MB Sales Department": refers to the MB Sales Department available to advertisers on our Internet sites and Apps, as well as by phone on +33 (0)1.60.87.11.60 for the purposes of preparing a quotation and/or insertion order, as per the services requested by the advertiser.
  • "MB Customer Service": refers to the MB customer service where the advertiser may obtain any additional information. This department may be contacted by clicking on the “contact” link on the Internet site, mobile site and IOS and Android Apps, as well as by phone on +33 (0)1.60.87.11.60.
  • "Internet sites": refers to the Internet sites operated by MB accessed mainly from the MachineryZone and Agriaffaires URLs and their extensions. The functions accessible from the Internet sites are indicated in the General Terms and Conditions for Use.
  • "Mobile Sites": refers to the mobile sites operated by MB, accessed on the mobile URL https://m.machineryzone.fr/ and https://m.agriaffaires.com/ and their extensions. The functions available on mobile sites are indicated in the Terms of Use.
  • "Third Party Sites": web or mobile sites and apps operated by third-party publishers on which MB is liable to disseminate the advertising campaign, with the consent of the advertiser or its authorised representative.
  • "Technical specifications": refers to all technical requirements drawn up by MB, attached to the insertion order sent to advertisers and/or their authorised representatives. Should the technical elements sent to MB by the advertiser or its authorised representative not meet the technical specifications, MB reserves the right not to disseminate the advertising campaign, without the advertiser and/or the authorised representative being able to claim compensation of any kind.
  • "Media": refers to the Internet sites, Apps and Mobile sites published and run by MB, as well as the third-party sites run by MB partners.

2.OBJECT


These GTCS set out the contractual conditions, solely applicable to any insertion order received by MB for the dissemination of an advertising campaign on the media and/or the creation of advertising insertions.
These GTCS take precedence over any General Terms and Conditions of Purchase received from the advertiser or, as applicable, its authorised representative; failing this MB would not have entered into a contractual agreement with the advertiser or its authorised representative.
The only exemptions from this are special conditions granted by MB in writing and set out in a contract between MB and the advertiser or its authorised representative.
These GTCS apply as of 25th September, 2018.
MB reserves the possibility to modify all or part of these GTCS. Advertisers are asked to read the GTCS regularly to be aware of changes made. These modifications will not affect ongoing insertion orders or proposals currently valid.

3.INSERTION ORDER


3.1 Any requests from an advertiser for the dissemination of an advertising campaign and or advertising insertion creation must be made by phone or email to MB Customer Services or during a meeting with MB Diffusion. This request will result in an insertion being sent by MB, to which the GTCS and technical specifications will be attached. The insertion order will take into account the availabilities of advertising space and media on the dates required by the advertiser.

3.2 To be valid, an insertion order must contain the following details:

  • The advertiser’s contact details, plus those of the authorised representative, as applicable,
  • the technical conditions,
  • the format chosen,
  • the publication date,
  • location,
  • medium/media
  • publication periods,
  • publication unit (number of weeks or number of displays),
  • the volume of units,
  • unit prices in ex-VAT euros (gross),
  • the total ex-VAT price in euros (gross),
  • the total prices net of any discount,
  • any discounts applied,
  • any extra charges applied
  • any payment and invoicing conditions.
  • any repetition criteria (capping or share of voice), an indication of visibility and number of unique visitors, optional targeting criteria (geotargeting, etc.).

3.3 The insertion order sent by MB is valid for one month from the insertion order issuance date, for any advertising campaign the dissemination date of which starts more than sixty days after the insertion order issuance date.
For an advertising campaign starting less than sixty days after the insertion order issuance date, the insertion order is valid, subject to availability of the advertising space proposed on receipt of the insertion order by MB, and on receipt by MB, at least five working days before the advertising campaign start date. Should the required deadlines not be met, the insertion order will not be taken into account and the related commercial proposal will become null and void.

3.4 Any authorised representative acting on behalf of an advertiser must justify its capacity to MB by forwarding a mandate certificate, as per Article 4 above. It will inform MB of the stipulations of the mandate contract liable to affect the execution of MB services (period, scope of mandate, etc.). Moreover, it will immediately inform MB in writing of termination of its mandate.

3.5 Any insertion order signed by the advertiser or its authorised representative is considered to be firm and final on receipt by MB. On receipt of the insertion order signed by the advertiser or its authorised representative, MB will send an email to the advertiser or its authorised representative acknowledging receipt of same.

3.6 Should the advertiser wish to modify or cancel all or part of an insertion order, it must inform MB by registered post with recorded delivery at least 40 working days before the advertising campaign dissemination start date. Once this period has elapsed, MB will not accept any postponement, cancellation, modification or suspension of the insertion order and the advertiser will be responsible for payment of the full price indicated in the insertion order.

4.AUTHORISED REPRESENTATIVE CERTIFICATE


4.1 Pursuant to the provisions of Law N° 93-122 dated 29 January 1993, an advertiser which uses the services of an advertising and/or media sales agency will be obliged to forward to MB any document(s) certifying the authority granted to the advertising and/or media sales agency to manage and run its advertising campaigns, prior to the start of the said campaign. This certificate must specify the period and advertising space for which the authorised representative is accredited.

4.2 Any commitment made by the authorised representative in terms of management, verification, invoicing and payment for advertising campaigns with respect to MB constitutes acceptance by the advertiser. Moreover, any commitment made upstream by the advertiser with MB must be applied by the authorised representative. As an exemption to Articles 1998 et seq of the French Civil Code, in any event, the advertiser and its authorised representative remain jointly and severally responsible for compliance with this document and payment of the invoice. Payment to the authorised representative does not release the advertiser (from its obligations) with respect to MB.

4.3 The advertiser must notify MB immediately by registered post with recorded delivery of any modification to or termination of the mandate during the advertising campaign. The advertiser nonetheless remains bound by the commitments made by its authorised representative.

5.PROVISION OF TECHNICAL ELEMENTS


5.1 The advertiser or, as applicable, its authorised representative must, under its own responsibility and at its own expense, provide MB with the technical elements relative to its advertising insertions at least five working days before the dissemination date indicated in the insertion order.

5.2 These technical elements must comply with the technical details set out by MB (format, content, quality, etc.) appended to the insertion order. Should the said technical elements be submitted late or not be compliant, MB reserves the right not to disseminate all or part of the advertising insertions.

5.3 If the advertiser has subscribed to the advertising insertion creation service, the technical elements produced by MB must be validated by the advertiser in line with the schedule indicated in the insertion order.

5.4 In the event of failure to comply with the deadlines given for the submission and/or validation of the technical elements determined in Articles 5.2 and 5.3, MB reserves the right not to disseminate all or part of the advertising insertions and the advertiser or, as applicable, its authorised representative, will be required to pay the sums due in full, whether or not the advertising insertion has been disseminated or even in the event of late dissemination.

6.ADVERTISING CAMPAIGN STATISTICS


The advertiser and, as applicable, its authorised representative expressly recognise and agree that only those statistics (number of pages viewed, clicks, click ratios) provided by MB adservers acting as trustworthy third parties will be considered authentic.
Any complaint, irrespective of the purpose, must be forwarded to MB in writing within a period of eight (8) working days after the dissemination end date of the advertising insertion concerned. In the event of a justified complaint, the advertiser will then be able to obtain a credit note corresponding to the net amount of the advertising insertion not disseminated.

7.ADVERTISER COMMITMENT AND GUARANTEES


The advertiser and, as applicable, its authorised representative, jointly and severally guarantee compliance of the advertising campaign and advertising insertions with the law and current regulations (notably those relating to advertising, fair competition, sales promotion, use of the broadcast country language of the advertising campaign, use of personal data) and that it does not adversely affect the rights of third parties (notably intellectual property and personality rights, etc.). They guarantee MB against third-party recourse in any respect due to the dissemination of the advertising campaign and advertising insertions. This declaration stands for the entire territory where the media can be accessed.
The advertiser and, as applicable, its authorised representative guarantee to MB that they possess all the rights and authorisations, notably from entitled persons, required for the dissemination and reproduction of the advertising campaign and its advertising insertions in media.
The advertiser and, as applicable, its authorised representative guarantee MB against any disruption, recourse, demand or claim from an individual or legal entity which might consider itself wronged by the dissemination of the advertising insertion for any reason whatsoever or which might consider itself entitled to rights due to the dissemination of the advertising campaign and its advertising insertions in media.

Consequently, any advertising insertion disseminated on media is published solely under the liability of the advertiser and its authorised representative.
As a result, the advertiser and, as applicable, its authorised representative release MB from any liability, guarantee it against any judgements, court and legal fees that might result from any recourse in relation to the advertising campaign and its advertising insertions and will compensate it for any damages resulting from a breach in this provision.
These provisions do not apply if the advertiser has subscribed to MB’s advertising insertion creation service.

The advertiser recognises and agrees that, without this creating an obligation to verify the content, accuracy or consistency of any advertising insertion, MB is entitled to refuse or terminate at any time the dissemination of an advertising insertion or campaign that appears against the law or current regulations, professional rules, public order, moral behaviour, the spirit and editorial line of one or more media or liable to adversely affect the rights of a third party, disturb or shock Internet users and, in particular, clash with their moral, religious, political or cultural convictions, without this constituting termination of the insertion order.
In the event of redirection from advertising insertions disseminated on media to the advertiser’s Internet site or mobile site, an App store download page or Internet or mobile site embedded in web view in Apps, the latter guarantees to MB that their content is directly related to the said advertising insertion disseminated on media and meets the same requirements to which the advertising insertions are submitted, as set out in this article.

The advertiser recognises and agrees that MB is entitled to terminate these redirections at any time.
In respect of this article, MB cannot under any circumstances be held liable in the event of the refusal of an insertion order or dissemination of an advertising insertion, the termination of dissemination of an advertising insertion or the termination of a redirection from the advertising insertions disseminated in media. Moreover, events of this kind cannot under any circumstances justify refusal to pay, even partial, or give entitlement to compensatory dissemination at MB’s expense or compensation in any form whatsoever.

8.PRICE AND SCALE


8.1 The advertiser or its authorised representative will receive details of prices from the MB Sales Department on request.

8.2 Prices are indicated in euros, ex-VAT, all duty, taxes and similar payable for dissemination of the advertising campaign are to be paid by the Advertiser.
Except in cases of subscription to the advertising insertion creation service, prices do not include the cost of preparing the advertising insertions that the advertiser or its authorised representative is to transmit to MB for the dissemination of the advertising campaign on media.

8.3 MB reserves the right to modify its prices and scales at any time. It is hereby specified that these modifications will not affect any insertion orders in process or currently valid offers.

8.4. For the publication of classified ads for new material on MB media, constructors and importers are subject to a volume commitment for the dissemination of advertising campaigns over 12 months, available from the Sales Department on request.

8.5 Discounts
Discounts may be applied by MB subject to compliance by the advertiser with certain conditions available from MB’s Sales Department:
- discount according to the amount of the insertion order invoiced to the advertiser;
- professional discount if an agency is appointed by the advertiser to purchase advertising space, subject to MB receiving a mandate certificate dated and signed by the advertiser and the authorised representative.

8.6 Increases
MB may apply price increases should an advertiser take out additional options such as targeting and/or position. The prices for these options are available from MB Customer Services.

9.PAYMENT TERMS AND CONDITIONS


9.1 An advertising campaign is invoiced by MB on the basis of the price list in force for advertising space on the day of issuance of the insertion order.

9.2 Insertion orders are invoiced on receipt of the insertion order signed by the advertiser by MB, with a payment period of 30 days end of month unless stated to the contrary on the insertion order which, in any event, cannot exceed 45 days end of month.

9.3 Invoices will be made out in the advertiser’s name and directly forwarded to it; if necessary a copy will be sent to the authorised representative. As an exemption to Articles 1998 et seq of the French Civil Code, in any event, the advertiser and its authorised representative remain jointly and severally responsible for compliance with this document and payment of the invoice. Payment to the authorised representative does not release the advertiser (from its obligations) with respect to MB.

9.4 Payment will be made by bank transfer, direct debit or cheque.

9.5 Pursuant to Article L441-6 of the French Commercial Code, in the event of overdue payment, late interest must be paid, ipso jure, without any reminder from MB being necessary, as from the day after this same date until payment has been received in full, on the basis of three times the legal interest rate, plus a fixed indemnity to cover collection fees of €40, together with the reimbursement of any collection charges incurred by MB, up to the amount of the costs justified by the latter.

In parallel, MB reserves the right to immediately, without indemnity, suspend or terminate the diffusion of an advertising insertion or campaign or any ongoing insertion order, from the time that payment is seen to be overdue up to the time of receipt in full of all sums due by the advertiser to MB, it is being specified that MB reserves the right to deprive the advertiser of the benefit of any professional discount.

10.PERIOD


10.1 The General Terms and Conditions of Sale take effect on validation of the insertion order by MB and apply throughout the period of the services subscribed to.

10.2 The period for the advertising campaign is liable to change according to the availability and dissemination of campaigns or advertising insertion creations ordered from MB by the advertiser. Unless the advertiser specifically expresses an imperative date, should the print volumes estimated in the insertion order not be delivered in full by the advertising campaign dissemination end date, the advertising campaign period will be extended until the said print volumes have been fully delivered. Should the print volumes estimated in the insertion order be reached before the advertising campaign dissemination end date, the advertising campaign period will end when the volumes set out in the insertion order have been fully delivered.

11.TERMINATION


If one of the parties does not respect any of the contractual obligations, the other party is entitled to terminate the insertion order at any time, ipso jure, without any additional formalities or prejudice to any damages and without any indemnity, in the event of failure to remedy 15 days after sending an official notification by registered post.

12.LIMITATION OF LIABILITY


12.1 MB cannot be held liable in the event of interruption of the advertising campaign or if dissemination is impossible, on one or more media, resulting from a case of force majeure, as generally defined by the French Court, and, in particular, due to total or partial strikes, internal or external, lock-out, fire, a power cut lasting more than 48 hours, storm, flooding, water damage, government or legal restrictions, legal or regulatory modifications to sale/marketing forms, blockage of telecoms resources, including networks and also any other case beyond the control of MB such as the temporary or permanent suspension of a medium by an administrative or legal decision, computer attack or hacking or a technical incident not resulting from MB.

MB will inform the advertiser and, as necessary, its authorised representative, as soon as possible of the occurrence of one of the cases indicated above, preventing the dissemination of an advertising campaign, in order for appropriate measures to be taken and, in any event, to limit the resulting effects.
If the period during which the advertising campaign is prevented from being disseminated, for one of the above-mentioned reasons, is less than 1 month, the obligations of each party resulting from this insertion order will be suspended during the period of difficulty.
On the other hand, if the period during which the advertising campaign is prevented from being disseminated lasts for over a month, the insertion order may be terminated by either party without the party at fault being liable to pay an indemnity.

12.2. If the advertising campaign could not be disseminated on the media due to a technical incident inherent in MB and/or MB partners, MB will advise the advertiser, or, as applicable, its authorised representative, as soon as possible. Accordingly, the advertiser will then be able to obtain a credit note corresponding to the net amount of the advertising campaign or the advertising insertion not disseminated.

13.COMPETITION


MB reserves the right to directly or indirectly refuse any advertising insertion from MB services competitors or which might include references to or elements from MB service competitor sites. MB can not guarantee to the advertiser that competitor advertiser ad insertions will not be disseminated in advertising space bordering or adjoining its own for the same period.

14.INTELLECTUAL PROPERTY


14.1 All intellectual property rights (such as copyright, related rights, trademark rights, database producer rights) governing both the structure and content of the Internet Sites, Mobile Sites and Apps and, in particular, the images, sound, videos, pictures, logos, trademarks, graphic or text elements, visuals, tools, software, documents, data, etc. (hereinafter referred to as a whole by the term "Elements") are reserved. These Elements are the property of MB. These Elements are made available free of charge to Advertisers solely in order to use MB Services and in the context of normal use of its functions. Advertisers agree not to modify the Elements in any way.

Any use of the Elements of Internet Sites, Mobile Sites and Apps not expressly authorised will lead to a breach of copyright and constitute infringement. This may also lead to a breach of image rights, rights of individuals or any other rights and regulations in force. The civil or criminal liability of the perpetrator may therefore be invoked.

14.2 Advertisers are prohibited from copying, modifying, creating a derivative work, reversing the design or assembly or in any other way seeking to find the source code, sell, attribute, sublicence or transfer in any way any rights relating to the Elements.
In particular, all MB Services Advertisers notably agree not to:

  • use MB Services on behalf of or to the advantage of anyone else;
  • reproduce details or Classified Ads present on MB Services, Internet Sites, Mobile Sites and Apps in any number, whether or not for commercial purposes;
  • integrate all or part of the content of Internet Sites, Mobiles Sites and Apps into a third-party site, whether or not for commercial purposes;
  • use a robot, notably for indexing (spider or crawler), an Internet site search or retrieval application or any other means enabling all or part of the content of Internet Sites, Mobile Sites and Apps to be retrieved or indexed, except with the express prior authorisation of MB;
  • copy information onto any type of media that might enable all or part of the original files to be reconstituted.

Any reproduction, representation, publication, transmission, use or modification or extraction of all or part of the Elements, in any manner whatsoever, undertaken without the prior authorisation of MB in writing is illegal. The perpetrators of this illegal action will be held liable and legal action taken against them for infringement in particular.

14.3 MB trademarks and logos, Agriaffaires and MachineryZone in particular, together with the trademarks and logos of MB Partners, are registered trademarks. Total or partial reproduction of these trademarks and/or logos without prior authorisation from MB in writing is prohibited.

14.4 MB produces the MB Services database. Consequently, any extraction and/or reuse of the database(s) in the sense of Articles L 342-1 and L 342-2 of the French Intellectual Property Code is prohibited.

14.5 Unless otherwise specified in the insertion order, advertising insertions created on behalf of the advertiser by MB remain the property of MB. MB grants the advertiser an exclusive, personal, non-transferable right to use the advertising insertions solely in the context of dissemination of the advertising campaign, during the period of the campaign.

14.6 MB reserves the right to take legal action against persons failing to comply with the bans contained in this article.

15.PERSONAL INFORMATION


15.1 MB guarantees that all personal data, in the sense of the General Data Protection Regulation, that it might collect in the context of the provision of MB services is processed within the framework of the processing strictly necessary for the supply of the said MB services.
In this respect, MB is responsible for the processing of the personal data of its advertisers, processed for the purpose of providing services, managing customer relations and invoicing.
This data can be accessed by those MB service providers involved in achieving the above purposes.

Pursuant to applicable data protection law, you are entitled to access, rectify, oppose, delete, limit and obtain portability. To exercise your rights and for more information on the retention period for your data and contact details of the data protection officer, click here:

15.2 MB Diffusion is solely responsible for processing the personal data of its users and declares it will not transmit any personal data of its users to advertisers.

15.3 Advertisers will not integrate any tracers, cookies and/or pixels into advertising insertions without MB’s authorisation. Failing this, should the advertiser and/or its authorised representative integrate a tracer, cookie and/or pixel into advertising insertions without MB’s authorisation, the advertiser and/or its authorised representative would then, in terms of the general data protection regulation, be considered as the data controller responsible for processing with respect to this processing and would consequently be responsible for the related obligations.

As applicable, the advertiser and/or its authorised representative will be held liable in the event of non-compliance with these obligations and guarantees and will pay compensation to MB (including for court costs and legal fees) in the event of any action, claims or applications brought by the Authorities or a third party following a breach by the advertiser and/or its authorised representative as per the terms of this article.

Moreover, in the event of a breach of this article, MB reserves the right to immediately terminate the insertion order, ipso jure, subject to informing the advertiser and/or its authorised representative by any means, without the advertiser being able to claim damages.

16.ASSIGNMENT


MB reserves the right to transfer the rights and obligations resulting from the insertion order to any other company. The advertiser cannot transfer the rights and obligations resulting from the insertion order without the prior, express agreement of MB. In the event of an authorised transfer, the advertiser will continue to guarantee MB of proper implementation of the said obligations by its successor.

17.MISCELLANEOUS PROVISIONS


Should part of the GTCS prove illegal, invalid or non-applicable for any reason whatsoever, the provisions in question would be considered unwritten, without calling into question the validity of the other provisions, which would continue to apply between the Advertisers and MB. All complaints should be sent to the MB Customer Services Department.

18.ASSIGNMENT OF JURISDICTION - APPLICABLE LAW


These GTCS are governed by French law.

In the event of a dispute regarding interpretation of the GTCS, the French version of the GTCS will be authentic.
Any dispute will come under the sole jurisdiction of the PARIS Commercial Court, even in the event of the introduction of third parties, multiple defendants or in the event of emergency or precautionary proceedings, in an urgent or other application.

General terms and conditions of sale as at 25th September 2018.