General Terms and Conditions for Advertisers Orangebuddies
These terms and conditions of OrangeBuddies have been in effect since November 27 2015.
Orangebuddies Media B.V. (hereinafter: Orangebuddies) with offices in Harderwijk, the Netherlands at the Bruggestraat 49-1, registered in the trade registry of the Dutch Chamber of Commerce under number 08193515 is offering companies the opportunity to advertise in various ways on websites managed by Orangebuddies. Advertising material of these operators can be distributed easily and quickly over the websites mentioned above in order to generate traffic to the webpages of the company, among other things.
These general terms and conditions for advertisers are applicable to all agreements concluded with Orangebuddies for the provision of services related to advertising.
Article 1. Definitions
The terms, all starting with a capital letter, included in these general terms and conditions for advertisers are defined as stated in this article, whether used in the singular or plural form.
1.1 Acquisition: in case a User surfs to the Landing Page of Advertiser via a Link and executes a purchase or acquisition on this Landing Page of Advertiser.
1.2 Advertiser: a natural or legal person who concludes an Agreement with Orangebuddies in order to use the Service.
1.3 Advertising material: material of Advertiser supplied to Orangebuddies in order to realise the processing of this material by way of the Service.
1.4 CPA: abbreviation of Cost per Acquisition, meaning the compensation or fee that can be claimed by Orangebuddies in case of an Acquisition by a User, registered by Advertiser.
1.5 CPC: abbreviation of Cost per Click, meaning the compensation or fee that can be claimed by Orangebuddies in case a User surfs to the Landing Page of Advertiser through a Link.
1.6 CPM: abbreviation of Cost per Mille, meaning the compensation or fee that can be claimed by Orangebuddies in case Orangebuddies registers that a webpage containing Link(s) to Advertiser has been shown a 1000 times to User(s).
1.7 Service: the Service as described in the offer or quotation, including â€“ but not limited to â€“ the showing of Advertisement Material on websites managed by Orangebuddies.
1.8 User: every internet user visiting websites managed by Orangebuddies.
1.9 Landing page: the page of Advertiser a User will arrive at or land on when clicking on the Link.
1.10 Link: a link to the Landing Page of Advertiser generated by Orangebuddies.
1.11 Agreement: the agreement regarding the delivery of the Service concluded between Orangebuddies and Advertiser which is completed and covered by these general terms and conditions for advertisers.
1.12 In Writing: With In Writing in these general terms and conditions for advertisers is meant: written or printed paper and emails, as long as the identity of the sender has been sufficiently ascertained and the integrity of the message has not been (negatively) affected.
Article 2. Offer and acceptance
2.1 All offers and/or quotations of Orangebuddies are free of obligation and will be valid up to 30 days after the day they were sent by Orangebuddies, unless stated otherwise in the quotation.
2.2 Advertiser must accept the quotation through his confirmation via the online order module of Orangebuddies, using a PIN code, received by Advertiser from Orangebuddies. Should Advertiser fail to do so, but consent to it nonetheless or gives the impression that Orangebuddies is performing work within the context of the Agreement, the quotation will be considered as accepted.
2.3 The Agreement is concluded the moment at which the message containing the acceptance of the quotation is received by Orangebuddies.
Article 3. Duration and termination
3.1 In case the Agreement is a continuing or on-going performance contract it is considered to be concluded for at least a one-year term. Unless agreed upon otherwise in writing, the Agreement will repeatedly be automatically continued for a one-year term, with a notice period of one month, in case of the absence of a timely and written notice of termination before the end of the term mentioned above.
3.2 In case Advertiser fails to fulfil any of his obligations included in the Agreement, Orangebuddies will be entitled to suspend the performance of all Agreements concluded with the Advertiser concerned, without the need for a notice of default or court intervention and without prejudice to the right of Orangebuddies to claim damages, loss of profit and interest.
3.3 Orangebuddies is entitled to suspend or dissolve the Agreement immediately, wholly or in part, without any court intervention, by way of a letter, en email message and without any obligation to pay damages or compensation for damages in case:
a. Advertiser does not, not fully or timely fulfil the obligations of the Agreement;
b. Advertiser acts contrary to the provisions of these general terms and conditions for advertisers;
c. Orangebuddies has good reason to fear that Advertiser will not fulfil his obligations, based on information regarding circumstances reaching Orangebuddies after the conclusion of the Agreement;
d. If it can no longer be required from Orangebuddies to perform the Agreement under the originally agreed conditions due to delay(s) on the side of Advertiser;
e. Advertiser dies, requests a moratorium of payment or files a bankruptcy petition (for himself);
f. A petition for the Advertiserâ€™s bankruptcy is being filed;
g. The activities or business of Advertiser are stopped or liquidated;
h. An attachment on any asset of Advertiser is realised;
i. The occurrence of circumstances of such a nature that the performance of the Agreement is no longer possible or the unchanged continuation of the Agreement cannot reasonably be required from Orangebuddies.
3.4 In case the Agreement is dissolved, claims of Orangebuddies against Advertiser will be due and payable immediately. In case Orangebuddies suspends the fulfilment of its obligations, the claims and entitlements of Orangebuddies based on the law and the Agreement will remain intact.
3.5 In case Advertiser can be held legally responsible for the dissolution of the contract, Orangebuddies will be entitled to compensation for all damages occurring as a result of this.
Article 4. Obligations of Advertiser
4.1 Advertiser agrees with the processing and/or modification of his data and the Advertising Material during the performance of the Service.
4.2 Advertiser will make the Advertisement Material available in accordance with any conditions that may be set by Orangebuddies.
4.3 Advertiser is obliged to do or not do everything reasonably necessary and desirable for making a timely and accurate performance of the Service possible.
4.4 Advertiser understands and agrees to the fact that Orangebuddies cannot be held liable for damages suffered due to the insufficient availability of the Advertising Material.
4.5 In case and to the extent that a good performance of the Service so requires, Orangebuddies will have the right to have third parties perform certain activities.
4.6 Advertiser agrees to his data being communicated to any external managers of websites where advertisements need to be placed within the context of this Agreement.
4.7 The Advertisement Material supplied to Orangebuddies may not be contrary to any laws, advertising standards or other rules and regulations of the country where the Advertisement Material will be shown. The Advertising Material may, in particular:
a. Not be offensive, racist, discriminatory or inciting hatred;
b. Not advertise for services covered by government licenses such as games of chance, financial services, unless Advertiser can prove that he possesses the required licenses or is subject to a relevant legal exception, defined by law;
c. Not infringe upon intellectual property rights of third parties;
d. Not harm business operations of Orangebuddies or third-party websites where the Advertisement Material, whether or not modified or processed, has been placed.
4.8 Advertiser is individually fully responsible for the content of the Advertising Material. Orangebuddies is not familiar with the content of the Advertising Material which has been processed and/or modified by Orangebuddies. Should the Advertising Material be unlawful or wrongful, Advertiser will be fully responsible for this situation. Advertiser indemnifies Orangebuddies against all third-party claims based on the assumption that the Advertisement Material is unlawful or wrongful.
4.9 In case the Advertisement Material is unlawful or wrongful or should Orangebuddies suspect that the Advertising Material is unlawful or wrongful, Orangebuddies may decide not to perform the Agreement, with respect to the Advertising Material concerned. Orangebuddies will not be liable for any damages occurring as a result of this.
Article 5. Prices
5.1 For the services provided by Orangebuddies Advertiser will need to pay the fee(s) mentioned in the quotation sent by Orangebuddies to Advertiser.
5.2 Advertiser understands and agrees to the fact that the fees paid to members of Orangebuddies may be based on CPA, CPC and CPM, among others.
5.3 All prices given by Orangebuddies are in euros and excluding turnover taxes (btw/vat) and other government duties and levies.
5.4 All prices given on the website, in quotations, brochures, pricelists or any other means of communication of Orangebuddies are with the reservation of programming and typing errors. Orangebuddies will not be liable for any damages as a result of this.
5.5 The prices as intended in this article can be raised once every year on 1 January by at least 3%.
5.6 Orangebuddies is entitled to change its prices at any moment. In that case Orangebuddies will inform the Advertiser at least two months prior to such an intended price change. In case of a price change as intended in this article section, Advertiser has the right to terminate the Agreement observing a notice period of one month.
Article 6. Payment
6.1 All invoices must be paid by Advertiser within 14 days after the invoice date.
6.2 Orangebuddies may require that payments of fees will be realised in advance through automatic debit transfer. Advertiser must arrange a standing order for this. In case Advertiser cannot comply with this, Orangebuddies will be entitled to charge additional costs as a result of this.
6.3 Orangebuddies will be entitled to electronic invoicing (e-invoicing).
6.4 In case Advertiser does not pay Orangebuddies the amounts due within the term mentioned in section 1 of this article, Advertiser will legally be in default automatically, without the need for a notice of default. In addition, Advertiser will be immediately obliged to pay the statutory interest for commercial transactions over the remaining amount due, in the situation described above.
6.5 In case of a non-timely payment, Advertiser will be obliged to payment of full compensation of both extrajudicial and judicial collection costs including the fees of lawyers, bailiffs and collection agencies, in addition to the payment of the amount due and any interest over this amount.
6.6 The payment claim is due and payable immediately in case Advertiser is declared bankrupt, requests a moratorium of payment or when there is a general attachment on all the assets of Advertiser, in case the Advertiser dies or in case of his liquidation or dissolution.
6.7 Settlement of (mutual) payment obligations by Advertiser is not permitted.
6.8 The registration regarding CPC and CPM is realised by Orangebuddies. Advertiser is bound by this registration by Orangebuddies, regarding the fees based on CPC and CPM.
6.9 The registration regarding CPA is realised by Advertiser. The approval of an Acquisition is to be decided by Advertiser and will take place in accordance with the criteria set beforehand by Advertiser. In case the fees or compensations concern CPA, the registration of Advertiser is binding.
6.10 Orangebuddies can request Advertiser to submit his financial records regarding Acquisitions. In case Advertiser fails to supply these records to Orangebuddies within two weeks after this request, Advertiser will be obliged to pay Orangebuddies a contractual penalty fee due and payable immediately of â‚¬ 250 per day when this term has expired as long as these records have not been provided.
6.11 Orangebuddies will always be entitled to require from Advertiser that enough security is furnished for the fulfilment of his payment obligations.
Article 7. Intellectual property
7.1 The Agreement includes any transferral of intellectual property. All intellectual property rights regarding the Service of websites managed by Orangebuddies are owned by Orangebuddies or its licensors. All intellectual property rights regarding the Advertisement Material are owned by Advertiser.
7.2 Advertiser authorises Orangebuddies to use the Advertising Material in the context of the Service and to modify or process the Advertising Material should this be necessary for a good performance of the Service.
7.3 Advertiser authorises Orangebuddies to use the data supplied by Advertiser, including the Advertising Material, for analytical purposes and for optimising the Service.
7.4 Advertiser guarantees that Advertising Material will not infringe upon any third-party rights and indemnifies Orangebuddies against all third-party claims that may be based on the unlawfulness or wrongfulness of the Advertising Material.
7.5 Advertiser guarantees that any obligations concerning contributions or payments to collective rights organisations have been met.
Article 8. Prognosis and availability
8.1 The prognosis indicated by Orangebuddies, such as those regarding Acquisitions, CPM and generating traffic, will only be of an indicative nature. Orangebuddies does not guarantee that the prognosis will be realised.
8.2 Orangebuddies is entitled to interrupt the provision of its services temporarily for the maintenance, adaptions or improvement of its services or those of its web servers of third-party web servers.
8.3 Orangebuddies will make an effort to ensure that such an interruption of the Service takes place as much as possible on a quiet moment in the day or night and Advertiser will be notified timely and in advance regarding any planned interruption of the Service.
8.4 Orangebuddies will not be liable for any damages suffered by Advertiser, resulting from a temporary interruption of the Service as intended in this article.
Article 9. Liability
9.1 The liability of Orangebuddies for damages, suffered by Advertiser, due to a failure to (fully) fulfil its obligations of the Agreement for which it is legally responsible or by an unlawful or wrongful act of Orangebuddies, its employees or engaged third parties is limited to the amount that Orangebuddiesâ€™ insurer will pay in this matter. The amount mentioned above will never exceed the total amount of fees paid by Advertiser to Orangebuddies in the twelve-month period prior to the event producing the damage.
9.2 Liability of Orangebuddies for consequential damages, loss of profit, loss of savings, damage or loss of (company) data and damages due to interruptions of business operations is excluded.
9.3 Apart from the cases mentioned in section 1 of this article, Orangebuddies is not liable for any damages, regardless of the grounds upon which such a legal action for damages could be based.
9.4 The exclusions and restrictions intended in this article will no longer be applicable in case and in as much as these damages are the result of wilful intent or recklessness of Orangebuddies.
9.5 A precondition for any entitlement to compensation for damages will always be that the damages concerned must be reported In Writing to Orangebuddies within 14 days after their origination.
9.6 Orangebuddies will not be obliged to fulfil any obligation towards Advertiser in case of force majeure. There will be force majeure in the following situations, among others: internet interruptions, (D)DoS attacks and energy failures.
Article 10. Changes to general terms and conditions for advertisers
10.1 Orangebuddies may modify these general terms and conditions for advertisers at any time.
10.2 Orangebuddies will announce these changes or additions in an email message at least thirty days before they enter into force.
10.3 In case Advertiser should not want to accept a change or addition, Advertiser can terminate the new terms and conditions for advertisers up to the date of their commencement. The use of Services provided by Orangebuddies after the commencement date will be considered as an acceptance of the changed or completed general terms and conditions for advertisers.
Article 11. Final provisions
11.1 The relevant communications received by Orangebuddies or their stored or filed version will be considered as proof of their existence, unless there is evidence to the contrary to be provided by Advertiser.
11.2 Changes to the Agreement can only be realised with the approval In Writing of Orangebuddies.
11.3 Deviations from these general terms and conditions for advertisers must be in Writing and included in the Agreement with Orangebuddies.
11.4 This Agreement and these general terms and conditions for advertisers are governed by Dutch law.
11.5 In as much as it is not stipulated otherwise by mandatory law, all legal disputes or conflicts that may arise due to this Agreement will be submitted to the court in the district where Orangebuddies has its offices.
11.6 In case any provision of these general terms and conditions for advertisers should be null and void, this will not affect the validity of all these general terms and conditions for advertisers. In such a situation the contractual parties will draw up (a) new provision(s) respecting and expressing as much as is legally possible the intent of the original provision.