Article 1 - General
1.1 The Proxistore Platform (hereinafter: “the Platform”) is managed by Proxistore Company (hereinafter: “Proxistore”), having its registered offices at 1435 Mont-Saint-Guibert, Rue Emile Francqui 4, Belgium. This Platform is accessible through this link: www.proxistore.com (hereinafter: “the Site”).
1.2 In order to gain access to the Platform, the user (hereinafter: “Advertiser”) must read and accept these General Terms and Conditions and all provisions stated herein (hereinafter: “Conditions”).
1.3 Proxistore reserves the right to modify and update these Conditions, the access conditions and the content of the Site at all times and without prior notice. In the event of such modification, the Advertiser is notified thereof upon each connection to the Site. The Advertiser who objects to one or more essential modifications of the Site, is invited to immediately unregister in accordance with the provisions of Article 11 of the Conditions. The modified Conditions are deemed not to apply during the notice period.
1.4 The mere fact that Proxistore does not invoke a provision of these Conditions, does not mean that Proxistore yields the rights embodied in such provision.
Article 2 - Definitions
These Conditions make use of the following definitions:
- Advertiser : the person or legal entity that is a member of the Proxistore Network (hereinafter: the “Proxistore Network” of “Network”), that sells advertising space on the Network for the distribution of advertising in accordance with these Conditions.
- Editor : the person or legal entity that publishes one or more Sites and joins the Proxistore Network to receive remuneration for making its advertising space available to its members.
- Commercial or Advertisement : each message directly or indirectly promoting goods and/or services through bannering;
- Online Display : spreading of Advertisement through a webpage of the Editor.
- Service Area : the geographical area determined by the Advertiser using postal codes, circles and other geometric figures, in which the internet user must be present to obtain access to the Online Display
- Redirect Link: refers to the URL to which the internet user is redirected when clicking on the Advertisement of the Advertiser;
- CPT : Cost Per Thousand (1000) Online Displays. The CPT is expressed in EUR and excludes VAT. On the basis of CPT the total price of the Advertisement is calculated. The price may vary depending on the volume of purchased Online Displays.
Article 3 - Purpose and Content of the Platform
These Conditions are applicable to the contractual relationship between the Advertiser and Proxistore for the distribution of Advertisement, through the Proxistore Network, on the Site(s) of the Editors registered in the Proxistore Network. The Platform offers the Advertiser the possibility to purchase advertising space on these Site(s). The Advertisement is displayed by means of an optimized system of geolocalisation of the internet user and the Service Are of the Advertisement.
Article 4 - Access Conditions of Advertisers and Personal Identification Codes
4.1 To gain access to the services of the Network, the Advertiser must first fill in the online registration form and accept the Conditions by clicking on the tick box next to “I hereby declare to having entire
4.2 During the registration process, the Advertiser must submit an access code and password. He is exclusively responsible for the confidentiality and the exclusive use of his login details; the Advertiser is exclusively responsible in the event of loss, theft or use by third parties. In the event of loss or theft of his login details, or as soon as the Advertiser notices that someone has gained unauthorized access to the Site using his login, he shall immediately notify Proxistore thereof by email to email@example.com. The Advertiser receives an email with his new personal access code and password. As long as Proxistore does not receive such an email, the original personal access code and password are deemed to be in use by the Advertiser himself.
4.3 The Advertiser is entirely and exclusively responsible for all activities performed with use of his login details. Proxistore may not be held responsible for all loss or damage incurred by the Advertiser through unauthorized use by others of its personal login details, even if the Advertiser has not be informed thereof.
4.4 Proxistore reserves the right to deny access to the Site by each User who does not respect these Conditions.
4.5 In the event of dispute, Parties acknowledge the power of proof of server registrations by Proxistore of the use of the Site and more specifically the use of the personal login details of the Advertiser.
Article 5 - Personal Data
Personal data relating to physical persons are processed by the Network in accordance with the provisions of the Act of 8 December 1992 on privacy protection with regard to the processing of personal data (hereinafter: “Privacy Act”).
The following data is processed for the following purposes:
- administration of the user accounts of the Network and the clients.
- optimizing of the service.
- communication on new services or products of Proxistore and distribution of an electronic Newsletter by email, on the condition that the Advertiser has first agreed to such communication by selecting the relevant tick box.
- for commercial purposes, more specifically client prospects and to inform the Users on products and services.
- for invoicing and payment in accordance with the provisions set forth in article 10 of these Conditions.
Physical persons who do not wish to receive any further mail from Proxistore and/or who wish to object against the use of their personal data for marketing purposes may do so at any moment by email to firstname.lastname@example.org or by mail to: Proxistore Company, Julie Dambly - Project Manager Proxistore, Leopold II-laan, 170, 1080 Brussels, Belgium.
By virtue of the Privacy Act, physical persons also enjoy the right to access to and correction of the personal data processed by Proxistore. The Advertiser may request access to the personal data by email to: email@example.com or by regular mail to: Proxistore Company, Leopold II-laan, 170, 1080 Brussels, Belgium.
Article 6 - Obligations of the Advertiser and Guarantees
6.1. The Advertiser hereby represents and warrants:
- that he is capable and, if applicable, competent to accept these Conditions and generally to act in the name and for the account of other physical persons or legal entities, whom he places Advertisement for in accordance with these Conditions, in accordance with the applicable law.
- that all data communicated to Proxistore is complete, correct and actual.
- that he is duly authorized and mandated to allow Proxistore and its partners to use, host, save, copy, alter, duplicate, transfer and spread the Advertisement of Advertiser (including the complete content of the Advertisement and sites which Advertisement refers to) and to grant them the necessary rights to do so.
- that the Advertisement (and its content), sites and/or web pages which the links in the Advertisement of the Advertiser refer to (as well as the services offered thereon), or the use thereof, as meant in these Conditions, do not constitute any violation, nor incite to violation of the applicable laws, regulations and codes, or of any intellectual or industrial property rights of third parties and do not contain any harmful, defamatory, obscene, menacing or libellous information.
6.2 Each Party renounces from all other written or oral obligations and guarantees, except if otherwise agreed upon or mentioned in these Conditions. Nothing in these Conditions may limit the Parties’ liability for fraud, grave or intentional fault.
6.3 Proxistore explicitly waives any responsibility for any technical interruption due to the Advertiser that would render the redirection of the User to Redirect Links temporarily unavailable.
Article 7 - Advertisement
7.1 The Advertiser is entirely responsible for the content of the Advertisement, placed by the Advertiser or on its demand. He is exclusively responsible for the content of the sites and for the hyperlinks and pages which the Redirect Links placed in the Advertisement refer to. The Advertiser is also exclusively responsible for the goods and services offered by himself. Proxistore cannot be held liable for the editorial content of the Advertisement, especially for the validity, accuracy and legitimacy of the Advertisement or if such Advertisement would seem to violate the rights of third parties, etc.
7.2. The Advertiser guarantees that the Advertisement complies with the applicable advertising and market practices law. The Advertiser guarantees that the Advertisement does not violate any existing laws and regulations and do not intrude on public order or moral values.
7.3. The Advertiser agrees that the Advertisement does not contain any hyperlinks referring to libellous, harmful or forbidden content or content that violates the rights of third parties, the public order or moral values.
7.4. Proxistore reserves the right to deny Advertisement, without any reasons given, if such Advertisement would seem to be in conflict with its material or moral interests, especially when its distribution likely tarnishes its image or that of the Proxistore Network, or infringes on the public order or moral values, or for whatsoever reason without being required to provide any justification. Proxistore also reserves the right to remove the Advertisement when infringing on these Conditions or when the Advertisement gives rise to complaints. Proxistore may exercise this right at any moment, without prior notice and to extent he deems appropriate.
7.5. Unless stipulated otherwise, the Advertiser acknowledges that Proxistore cannot and may not offer any guarantees concerning the term in which the Advertisement will be displayed on the websites, nor concerning the number of displays or clicks generated per Advertisement on the websites of the Editors connected to the Network.
7.6. Proxistore is not responsible for the refusal of an Advertisement as mentioned in article 7.4 of these Conditions. Proxistore will in no event be bound to pay any compensation to the Advertiser.
7.7. Proxistore reserves the right to alter the measures and/or format of the Advertisement placed, when this is reasonably necessary to make them compatible with technical requirements.
Article 8 - Obligation of Proxistore
8.1. to extent possible, to limit the access to its Network to websites of Editors, selected on the basis of their content, lay-out, interface, speed of display, etc...
8.2. to systematically refuse registrations of websites of Editors with (references to) pornographic, xenophobic, illegal content, etc., to the extent that such content or references are explicitly mentioned in the registration request.
8.3. to take all necessary measures to prevent any type of technical fraud;
8.4. in relation to campaign of the Advertiser, to communicate to the Advertiser statistic data relating to the number of displays and the number of clicks per Advertisement from the very start of each campaign. This statistic data consist in a “Campaign Report” on the execution conditions of the campaign. This data may be consulted in the account of the Advertiser
8.5. to control and validate the editorial content of the Advertisement within 72 working hours after their submission on the platform. The submitted Advertisement is released after this waiting period.
Article 9 - Limitation de responsabilité
9.1. Proxistore cannot be held liable for the content of the Site or for the direct or indirect use thereof. Proxistore is not responsible for any software, products and services disposable on its Site to the Advertisers and does not give any guarantee on them. Proxistore is responsible for the accuracy and legitimacy of the information offered on or through the Site (including the Advertisement published on the responsibility of the Advertiser).
9.2. Proxistore reserves the right to modify the information on its Site at all times, without any prior notification to the Advertisers.
9.3. Proxistore does not guarantee the uninterrupted, flawless and continuous availability of the Site and the immediate resolution of any problems or that the Site and its hosting network are entirely free from viruses or other malware.
9.4. Proxistore cannot be held liable for any (direct, indirect, material or immaterial) damage or loss such as commercial damage, lost orders, commercial difficulties, loss of profit, goodwill, clients or turnover resulting from the use of the Site, the impossibility to use the Site or a technical flaw
9.5. Proxistore cannot be held liable for any delay, interference or interruption of the service due to force majeure, acts and causes outside of the will and power of Proxistore or of third parties, or due to technical maintenance.
9.6. Proxistore does not guarantee that competing Advertisement is not distributed on juxtaposed areas during the campaign of the Advertiser.
Article 10 - Prices, Invoicing and Payment Conditions
10.1. The price paid by the Advertiser for the distribution of its Advertisement is determined on the basis of the Cost Per Thousand Online Displays and the price model made available by Proxistore on the Platform or presented by authorized Proxistore dealers.
10.2. The Editors connected to the Network receive a fixed contractual remuneration calculated on the basis of the Cost Per Thousand, as mentioned in the agreement entered into by Proxistore and the Editor.
10.3. The prices mentioned exclude VAT. The amount of the VAT rate should be added to the price. The Advertiser agrees to pay all amounts due (including VAT or any other federal, regional or local taxes or levies) in EURO through one of the payment options offered on the platform. The Advertiser explicitly authorizes Proxistore to debit the amount due prior to the distribution of the Advertisement.
10.4. The minimum amount for starting one or more campaigns amounts to 300 EUR, excluding VAT. As from the moment of payment, the users’ account of the Advertiser is automatically credited to enable the Advertiser to start distributing its Advertisement on the Proxistore Network in the same amount.
10.5. To ensure optimal security for the financial transactions through its platform, Proxistore has entered into an agreement with Ogone (http://www.ogone.com), a specialized financial service provider. Only Ogone has access to the financial data mentioned on the Advertiser’s credit card. This data is exclusively transferred in encoded form (according to the SSL 128 bits encryption standard). The credit card details of the Advertiser are not registered, Proxistore only keeps such data that is absolutely necessary for the payment administration and to replenish the users’ account of the Advertiser
10.6. For each payment an invoice is issued. This invoice is available in electronic form only: the invoice details may be consulted and printed in PDF-format in a specific section on the Platform.
10.7 The Advertiser is obliged to check invoices from PROXISTORE without delay and to submit any objections to PROXISTORE in writing within two weeks of their being sent. Once this two-week period has passed, invoices are deemed to have been accepted.
10.8. Unless specifically agreed otherwise, the Advertiser is deemed to be late in making payment if the amount due is not paid into the account designated by PROXISTORE within two weeks of the due date. The calculation of penalties for delay and default interest is governed by legal provisions. In the event of late payment, PROXISTORE is entitled to suspend implementation of the current Advertisement until said payment is made and to demand payment in advance for the rest of the campaign.
10.9. A campaign that has not yet begun may be cancelled free of charge if cancellation occurs no later than three weeks before the start of online publication. After this deadline, 30 per cent of the amount of the Advertisement will be invoiced. The technical costs incurred for the campaign up to the cancellation date (for example, creation of the Advertisement) are to be met in full by the Advertiser. If a campaign that is already in progress is cancelled, the invoice must be paid in full. Cancellations are only valid if made in writing.
Article 11 - Intellectual Property
11.1. By virtue of these Conditions, Proxistore may under no circumstances acquire any intellectual property rights on the visuals, the trademarks or constituting elements thereof or goods and services of the Advertiser, safe for the provisions under Article 6.1.
11.2. The Advertiser may under no circumstances acquire any intellectual property rights on the name “Proxistore” or constituting elements thereof, on the visuals or any other specific element of the Proxistore service.
Article 12 - Confidentiality
No document or information of commercial or technical nature with regard to the relationship between the Advertiser and Proxistore may be divulged to third parties without the prior, written approval by the party in question.
Article 13 - Various
13.1. The Advertiser acknowledges and agrees that the FAQs and Editorial Guidelines are part of these Conditions and that they are included by reference. The FAQs and Editorial Guidelines may be modified at all times by Proxistore on the same conditions as those according to which these Conditions may be amended.
13.2. These Conditions are exclusively applicable to the use of the Proxistore Platform , falling under the general direction contract and the relevant general terms and conditions
Article 14 - Nullity, Applicable Law and Competent Court
14.1. The partial or total nullity, invalidity or unenforceability of one of the provisions leaves the validity of the remaining provisions of these Conditions in full force and effect. The provisions deemed partially or totally null, invalid or unenforceable are considered to be non-existing. Proxistore engages in replacing such provision with another provision having a similar scope.
14.2. These Conditions are governed exclusively by Belgian law. The courts of Brussels are exclusively competent to rule over any dispute regarding the realization, validity, execution, respect and interpretation of these Conditions.