TERMS AND CONDITIONS OF SALE

Unless a Contract for the Provision of Services has been signed, these general terms and conditions of sale apply to all business relations with BLUELEMON.

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BLUELEMON is an independent advertising and digital marketing agency, specializing in digital marketing strategy, online advertising (SMA, SEA) and content creation for digital advertising (videos, banners)
BLUELEMON aims to provide its Clients with the benefit of its market knowledge, its working methodologies, its technical expertise in advertising platforms (Google Ads, Facebook Ads, LinkedIn Ads, Amazon Ads, Waze Ads, Pinterest Ads, etc.), its mastery of creative tools and the creativity of its teams.), its mastery of creative tools and the creativity of its teams.
The purpose of these General Terms and Conditions for the distribution of advertising messages is to define the terms and conditions under which BLUELEMON, a société par actions simplifiée (simplified joint stock company) with a share capital of €5.000.00, registered with the Registre du Commerce et des Sociétés de Paris under number 884 438 623 and whose registered office is located at 5 rue Alphonse Baudin 75011 Paris, represented by its current managers duly authorized for the purposes hereof (hereinafter referred to as "BLUELEMON") provides its content creation and advertising message delivery services to its customers (individuals or legal entities) domiciled in France or abroad (hereinafter referred to as "Customers").
BLUELEMON and the Customer are referred to individually as "a Party" and jointly as "the Parties".

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Article 1: Definitions

This article defines the essential terms contained in the present General Terms and Conditions for the broadcast of advertising messages:

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"Budget" : Refers to the budget envelope allocated by the Customer over a certain period in order to broadcast advertising messages intended to directly or indirectly promote its brands, distinctive signs, products, services and promotional offers etc.

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"Advertising Campaign" : Refers to the broadcasting of Advertising Messages on the internet and on all social networks carried out by BLUELEMON on behalf of its Customer in accordance with the Order.

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"Order" : Refers to the order placed by the client with BLUELEMON specifying the Budget granted, the period and the possible content of the Advertising Messages with a view to their broadcast ;

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"Quotation" or "Mission Proposal": refers to the document provided by BLUELEMON to the Customer summarizing all the Services ordered by the Customer, their cost and the payment schedule. The Quotation or Mission Proposal is valid for 1 month.

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"Advertising space": Refers to one or more spaces allowing the broadcast of the Advertising Message(s) in particular but not exclusively through social networks;

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"Advertising Message": Refers to any message (in particular banner, video, infographic, post, stories, mail, newsletter) intended to directly or indirectly promote the Customer's brands, distinctive signs, products, services and promotional offers, provided by the Customer or created by BLUELEMON, in accordance with the General Conditions for the Creation of Advertising Messages.

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"Advertising platform" Refers to any advertising network and, more generally, any economic operator providing its customers with advertising space, and other tools for carrying out advertising campaigns.

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"Service": Refers to BLUELEMON's services as described in Article 4 hereof.

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"Site": Refers to the BLUELEMON website accessible at the following URL address: https://bluelemon.io/

Article 2: Acknowledgement and acceptance of the General Terms and Conditions for Broadcasting Advertising Messages

2.1. These General Terms and Conditions for Broadcasting Advertising Messages can be consulted on the Site.
Consequently, the Client who contacts BLUELEMON is deemed to have read and expressly accepted these General Terms and Conditions for Broadcasting Advertising Messages.

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2.2 These General Conditions for the broadcasting of advertising messages supersede any clauses to the contrary, whether printed or not, proposed by the Customer or taken as a basis for drafting his Order, insofar as they have not been expressly and explicitly accepted by BLUELEMON.

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2.3 However, it is understood that these General Terms and Conditions for the broadcasting of advertising messages do not prevent the application of the General Terms and Conditions for the creation of advertising messages also accessible on the Site, in the event that the Advertising Messages that are the subject of the Advertising Campaign have been produced/created by BLUELEMON.

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2.4. By signing a quotation, by signing a contract, by taking advantage of BLUELEMON's advertising message broadcasting services, the Customer declares that he has read these General Terms and Conditions and accepts all the provisions and rules established hereinafter without any reservation.

Article 3: Order & Budget

3.1. When making contact, the Client provides BLUELEMON with precise details of their requirements and needs, and in particular the budget envelope, the Budget, to be allocated to the planned Advertising Campaign.

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3.2. Within a reasonable period of time, BLUELEMON will send the Client a Quotation or a Mission Proposal describing the Services to be carried out by BLUELEMON in order to meet the Client's needs.
In addition to the compulsory legal information, this Quotation will contain at least the following elements: the amount of the advertising Campaign management costs to be borne by the Client, as well as a proposed Budget with figures to adequately meet the needs and objectives formulated by the Client.
At any time during the performance of the Contract, the parties remain free to re-evaluate this Budget upwards.

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3.3. The Order is validated and the contract formed when the Customer has accepted BLUELEMON's Quotation or Mission Proposal.
Acceptance of the Quotation implies acceptance of these General Conditions for Broadcasting Advertising Messages and of any validated Specifications and/or Mission Proposal.

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3.4 It is expressly agreed between the Parties that no Order may be cancelled without the express written agreement of BLUELEMON.
In the absence of such agreement, in the event that the Client nevertheless wishes to cancel the Order, the Client shall remain liable to BLUELEMON for all sums provided for in the Quotation in respect of the Order.

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3.5. BLUELEMON has discretionary use of the Budget determined contractually with its Customer under the conditions set out in articles 3.1 to 3.3 hereof.
BLUELEMON undertakes to use it solely for the purposes of fulfilling its missions, as set out in article 4 hereof.
Every month, BLUELEMON will remind you of the initial amount of this Budget as indicated in the Order and will communicate, in addition to the information referred to in article 5 hereof, the balance available to continue broadcasting advertising messages.

Article 4: BLUELEMON services

BLUELEMON, with the budget set by its Customer, is responsible for providing the following services:

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4.1 Determining and implementing the advertising strategy

BLUELEMON undertakes to use its best efforts to develop the most relevant strategic plan with regard to the objectives of the Advertising Campaign jointly determined by the Parties.
To carry out its mission, BLUELEMON will use programmatic marketing techniques, which optimize the cost and relevance of space purchases, impression by impression, thanks to algorithms specifically designed for this purpose.

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4.2 Negotiating with advertising agencies and advertisers

The Client hereby agrees to give BLUELEMON a mandate to select Advertising Space and negotiate rates with advertising agencies and advertisers according to fluctuations in the market for the purchase of Advertising Space.
It is expressly understood and accepted by the Parties that BLUELEMON has complete freedom in the choice of advertising agencies and advertisers.

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4.3 Transmission of advertising orders

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Unless otherwise agreed between the Parties, BLUELEMON will consequently be the only party authorized to conclude and proceed with any space purchase on behalf of its Client, within the limit of the allocated Budget, for the dissemination of the Advertising Campaign.

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BLUELEMON acts as non-paying agent. In this respect, BLUELEMON may initiate payment of invoices from the Advertising Platforms in the name of, and on behalf of, the Customer, using a means of payment from the Customer provided to BLUELEMON for this sole and exclusive purpose.

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BLUELEMON shall not be deemed to owe any invoices from the Advertising Platforms, it being understood that the Customer is the sole debtor.

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BLUELEMON undertakes to provide the Customer with all proof of the amounts paid to media, advertisers and agencies in connection with the Advertising Campaign that is the subject of the Order.

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BLUELEMON will report directly to the Customer, each month following the end of the Advertising Campaign, on the conditions under which the services have been performed and the amounts incurred under the conditions set out in article 5 below.

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Article 5: Information & Control

5.1. During the period of the Advertising Campaign as referred to in the Order, BLUELEMON will send the Client, every month, a summary statement of all the work carried out on its behalf. This summary will notably include:
The status of space reservations detailed by medium and insertion, mentioning :

The date or period of publication;
The format;
The location;
The negotiated rate;
Any technical costs associated with publication or publication;
All sums paid for the advertising campaign.

Investment calendar by month of publication or distribution.

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5.2 In addition, BLUELEMON will inform the Customer of any difficulties encountered during the performance of its assignments.

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Article 6: Price & Payment

6.1. The prices of the Services ordered from BLUELEMON are mentioned in the Quotation, and are denominated in Euros, excluding VAT.
Any increase in VAT or any new tax imposed between the time of the Order and the start of the Advertising Campaign will be charged to the Customer.

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6.2. BLUELEMON's prices apply only to the provision of the services described in the Quotation, to the exclusion of any other services. Should the Customer request an additional service, it will be invoiced additionally. A corrective estimate will then be drawn up. In the event that the Customer does not agree to the said additional estimate, it is understood that BLUELEMON will only perform the services provided for in the Quotation initially agreed between the Parties.

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6.3. Invoices are normally payable on receipt. Payment terms and methods are stipulated in the Quotation.

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6.4. Any complaint relating to an invoice must be sent in writing, to BLUELEMON's head office eight (8) days after receipt.

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Failing this, the Customer will no longer be able to dispute this invoice. In the event of late payment, a penalty equal to three (3) times the legal interest rate will be invoiced.

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Article 7: Obligations and warranties

7.1. BLUELEMON's liability hereunder is assessed with regard to an obligation of means and can only be sought in the event of direct and proven damage by the Customer arising from a breach of the provisions hereof.

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7.2 It is expressly acknowledged by the Parties that BLUELEMON has complete freedom in to use the Budget allocated to the Campaign by the Customer and that it will conduct the management of advertising space according to its own strategy.

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7.3 It is understood that BLUELEMON is in no way responsible for the success or failure of the Advertising Campaign. Indeed, any claim relating to the commercial spin-offs, the editorial or advertising environment of the insertions selected by BLUELEMON cannot be taken into account under any circumstances.

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7.4. In any event, the Parties undertake to take out the insurance necessary to cover their civil liability due to bodily injury, property damage and direct consequential damage for which it would be responsible.
This insurance must expressly provide for the assumption of responsibility for damage that the Customer, its staff or third parties would suffer due to BLUELEMON.
BLUELEMON undertakes to maintain these guarantees for the entire duration of the performance of the contract and to justify them at the Customer's request.

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Article 8: Intellectual Property & Illicit Content

8.1 In the event of the creation of Content by BLUELEMON :

In the event of the creation of Content on behalf of the Client, BLUELEMON declares that all such Content, regardless of its form, in particular text, images, sound, software, video, computer code, etc., is transferred to the Client upon full payment of the amount specified in the Quotation.
In the event of full payment, BLUELEMON transfers to the Client the rights of reproduction, use, adaptation, translation, loading and distribution of the Content on all media known or unknown at the time of writing, for the duration of copyright protection and for the entire world.
BLUELEMON guarantees the Client against any recourse by third parties regarding the violation of their intellectual property rights on this Content and guarantees that the distribution of advertising messages complies with all legal provisions in force.

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8.2 If advertising messages provided by the Customer are broadcast:

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In the event that BLUELEMON allows the Client to benefit from its Dissemination Services for advertising messages for which it is not the originator, the Client certifies to BLUELEMON that the advertising messages that are the subject of the Campaign do not infringe any right, legislation in force, in particular intellectual property rights (in particular copyright, rights related to copyright, design rights, trademark rights or any distinctive sign, rights to personal attributes such as the right to an image or to privacy).
Consequently, the Client is exclusively responsible for obtaining all rights and authorizations necessary for the broadcasting of the Advertising Message, for the payment of any related fees and certifies that it has these rights.
Under such conditions, the Client undertakes to indemnify BLUELEMON against all judgments and all judicial and extrajudicial costs that it may incur as a result of recourse by third parties concerning the content provided to BLUELEMON to carry out the Advertising Campaign.

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Article 9: No exclusivity

The Client acknowledges and accepts that BLUELEMON does not guarantee any exclusivity when the Order is placed.
The attention of BLUELEMON's Client is therefore drawn to the fact that other clients who are potential competitors of BLUELEMON may also benefit from BLUELEMON's services in adjacent or contiguous Advertising Spaces during the same period.
The Client hereby waives all liability claims against BLUELEMON due to this lack of exclusivity, which it acknowledges having fully accepted.

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Article 10: Disputes & Termination

10.1. These General Terms and Conditions for the broadcasting of Advertising Messages are applicable for the entire duration of the Advertising Campaign carried out by BLUELEMON on behalf of the Client, except in the event of force majeure delaying or preventing one of the Parties from fulfilling its obligations.

Even in the event of force majeure, the party invoking the impossibility of performance for such a reason shall still :

• Inform the other Party by any means (and confirm it in writing) of the event which makes it impossible to perform its obligations as soon as it occurs and at the latest within forty-eight (48) hours, specifying the nature, starting point and estimated duration of the event presenting the characteristics of force majeure;

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• Take all reasonable measures as soon as possible to remedy this situation, which has the characteristics of force majeure.

In the event of non-performance by one of the Parties, of all or part of its obligations, for reasons of force majeure, the contract for the broadcasting of advertising messages may be terminated at the request of the other Party, by registered letter with acknowledgement of receipt, without such termination entitling the other Party to any damages whatsoever.

If the duration of the non-performance of the contract is less than eight (8) days, obligations will be suspended for the duration of the interruption. The contract for the broadcasting of advertising messages shall resume normal performance as soon as the event constituting force majeure has ceased to exist, for the remaining duration as indicated in the Order.

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10.2. In the event of a breach by one of the Parties of its obligations under the terms of these General Terms and Conditions for the broadcasting of advertising messages, which is not remedied or cancelled within eight (8) days of the sending of a letter asking it to put an end to it, the other Party may terminate the contract by sending a registered letter with acknowledgement of receipt, without prejudice to damages.

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Article 11: Transparency & Financial links

Each time an Order is validated, BLUELEMON undertakes to inform its Client in writing of any financial links it has with media or advertising agencies, as well as the amount of any contributions.
In addition, throughout the duration of the entire Advertising Campaign, BLUELEMON undertakes to inform its Client in writing of any financial links established or modified, or the amount of any contributions modified.

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Article 12: Confidentiality

Both during the Advertising Campaign and after it has ended, BLUELEMON undertakes to keep confidential all documents and information communicated by the Client, in particular concerning its products, plans, budgets and development projects.

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Article 13: Processing of personal data

Each of the Parties undertakes to comply with the provisions of Law 78-17 of January 6, 1978, known as the "Loi Informatique et Libertés" in its latest amended version, as well as European Regulation n°2016-679 on the protection of personal data of April 27, 2016, known as the "RGPD".
BLUELEMON is likely to collect and process personal data of natural persons, employees or collaborators, working for its Clients for the purposes of negotiating, concluding and executing the contract for the broadcasting of advertising messages.
Each employee or collaborator concerned has the rights provided for by the Personal Data Regulations in accordance with the Privacy Policy accessible on the Site.

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Article 14: Combating corruption and influence peddling

Each of the Parties undertakes to comply with and to ensure that its employees and subcontractors comply with the regulations in force concerning fraud and the fight against corruption, and in particular Law n°2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life, known as the "Sapin II" Law.
As such, the Parties undertake to:
Comply with all applicable regulations aimed at combating fraud, corruption, influence peddling and illicit agreements;

Not directly or indirectly offer, give, promise, solicit, accept, resort to or insinuate to do so, any undue pecuniary advantage or advantage of any other nature, for the benefit of or from a private or public person;

Not to do anything that, by action, omission or influence, directly or through an intermediary, would incur liability under the Sapin II Act.

It is understood that any failure by either party to comply with this clause shall be deemed a serious breach liable to result in termination of the contractual relationship, without notice or compensation, and without prejudice to any legal action and/or claim for damages by the defaulting party.

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Article 15: Modification of the General Terms and Conditions

BLUELEMON may modify at any time, and at its sole discretion, these General Terms and Conditions for the Distribution of Advertising Messages.
Modifications will come into force on the day they are posted on the Site.

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Article 16: Force of these General Terms and Conditions

Any tolerance on the part of either Party of the non-execution or imperfect execution by the other Party of one or more clauses or obligations of the present General Terms and Conditions for the Distribution of Advertising Messages, whether on a temporary or permanent basis, shall not be construed as a waiver, even implicit, of the rights deriving from the said clause.
In the event that any of the clauses of these General Terms and Conditions for the Distribution of Advertising Messages should be invalidated by a court decision or due to a change in the law, the parties expressly agree that the other provisions of the contract shall in no way be affected and undertake to negotiate as soon as possible in order to find a legally valid clause to replace the invalidated clause.

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Article 17: Applicable law & Disputes

The present General Terms and Conditions of Advertising are governed by French law.
The Parties will do their utmost to settle amicably any dispute that may arise between them concerning the application of the present General Terms and Conditions of Advertising.
Failing amicable agreement between the Parties, any dispute relating to the formation or performance of the advertising contract will fall within the exclusive jurisdiction of the courts of Paris.

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