Terms And Conditions
This website collects and uses non-identifiable information to analyze site activity to improve the website. You have control over how this information is collected and used. Please take the time to read our terms & conditions for Alliancez or entities affiliated with Alliancez registered office in Singapore. Please read these Terms & Conditions completely. These are the legally binding terms and conditions provided by Alliancez PTE LTD. We strongly advise you to read the entire terms and conditions and privacy policy. Alliancez reserves the right to modify these Terms & Conditions at any time. We do so by posting and drawing attention to the updated terms on our site. Your decision to continue to visit and make use of our products & services after such changes have been made constitutes your formal acceptance of the new Terms & Conditions. Therefore, we ask that you check and review this Agreement for such changes on an occasional basis. If you have any questions about this Agreement, please feel free to contact us at [email protected]
1. Definitions
(1.1) Alliancez PTE LTD or entities affiliated with Alliancez PTE LTD where the legal entity with whom the Agreement is concluded shall always be regarded as the contracted party and party to the contract as defined in this Framework Agreement or relevant agreement.
(1.2) Master Advertising Agreement This Master Advertising Agreement and amendments thereto.
(1.3) Agreement The content of the insertion order (IO) accepted by Alliancez PTE LTD as well as changes thereto confirmed in writing by Alliancez PTE LTD or the order confirmation provided by Alliancez PTE LTD to the Client in which the agreements regarding the services to be rendered by Alliancez PTE LTD and accepted by the Client are stipulated and agreed.
(1.4) Affiliate A third party who comprises part of the Alliancez PTE LTD affiliate network who grants visitors to its website access via a link provided by Alliancez PTE LTD or another electronic link to the site of a Client and/or via promotion by other means which generates clicks and/or transactions for a Client.
(1.5) Written A statement made in writing or by e-mail.
2. Applicability
(2.1) This Framework Agreement shall apply to all Agreements and other transactions (legal or otherwise) between the Client and Alliancez PTE LTD, even if this or
(2.2) Amendments to this Framework Agreement shall become binding after notification thereof by Alliancez PTE LTD and as long as the Client has not objected within thirty calendar days.
(2.3) Deviations from this Framework Agreement shall only be valid if Alliancez PTE LTD has expressly agreed in writing.
(2.4) The content of this Framework Agreement as well as the Agreements shall take precedence over any other agreements existing with the Client or terms and conditions used by the Client.
3. Status documentation
(3.1) A quote by Alliancez PTE LTD shall be free of obligation unless expressly stated otherwise in or with the quote.
(3.2) The Client is bound to the complete content of an order confirmation or confirmed insertion order or confirmed change thereto, except in the case of apparent typographical errors by Alliancez PTE LTD.
(3.3) The Client shall ensure that persons it engages for the execution of an Agreement are adequately authorized and acknowledges that they are authorized to represent it upon commencement of Agreements.
4. Agreement and cancellation
(4.1) An Agreement is entered into for an unspecified duration unless the parties have agreed explicitly otherwise in writing.
(4.2) Cancellation of an Agreement for an unspecified duration shall occur in writing and with due observance of a period of notice of three calendar months.
(4.3) An Agreement entered into for a specified duration cannot be canceled in the interim by the Client. An Agreement for a specified duration shall be deemed to convert to an Agreement for an unspecified duration upon tacit continuation, which can be canceled in writing with due observation of a period of notice of one calendar month.
(4.4) A party can terminate an Agreement without notice of default and with immediate effect, in part or in whole if the other party is granted a moratorium on payments – whether provisional or not – or if the other party files for bankruptcy or if the business of the other party is liquidated or terminated except in the case of reconstruction or merger of companies. Alliancez PTE LTD shall never be bound to pay any restitution of money already received or any damages as a consequence of said termination. In the event of bankruptcy of the Client, the right to use software made available to the Client shall end by operation of law.
(4.5) In the event of cancellation of a campaign to be carried out by the virtue of an Agreement entered into, the Client shall owe compensation to Alliancez PTE LTD. The compensation shall amount to 4% of the estimated gross media sales over the value of the first 30 days of the campaign in the event of cancellation within less than a month before the starting date of the campaign, and in the event of cancellation less than five working days before the start of the campaign an amount of 100% of the estimated gross media sales over the value of the first 30 days of the campaign.
(4.6) Immediately after termination of an Agreement for any reason whatsoever the Client shall, at the first request of Alliancez PTE LTD, remove tags placed from its own websites and the websites of third parties with the exception of tags that belong to the Client.
5. Compensations and payment
(5.1) The Client owes the compensations specified in the Agreements. Unless otherwise specified, prices are in euro and do not include value-added tax (VAT) and other levies.
(5.2) Alliancez PTE LTD is entitled to increase the agreed compensations during the term of an Agreement. If the increase of the total value of an Agreement amounts to 10 percent or more, and the Agreement has otherwise not changed, the Client is entitled to refuse the increase in writing if the Client does not agree to the increase, through which it shall not apply to the Client.
(5.3) For the calculation of the agreed compensations, the administration and measurement systems of Alliancez PTE LTD shall prevail unless a higher calculation follows from the measurement systems of the Client in which case the measurement systems of the Client shall prevail.
(5.4) The consequences of interruption of measurement systems caused externally or by the influence of the Client shall be at the expense of the Client. In that case, the compensation owed shall be calculated based on measurement results to be reasonably estimated, partly in view of previous or expected measurement results.
(5.5) Unless agreed otherwise in writing, payment to Alliancez PTE LTD must always be made within 15 calendar days after the invoice date.
(5.6) Once the payment period of 15 days after the invoice date has lapsed, the Client shall be legally in default. From the time of default, the Client shall owe statutory interest over the payable amount plus a percentage of 1% per month, where a portion of a month shall be considered a full month, as well as a fee for collection costs in accordance with the Standardization of Collection Fees Act and, if the actual costs of collection amount to more, the actual collection costs as well.
(5.7) In the event of bankruptcy, liquidation or moratorium on payments, the invoices and claims of Alliancez PTE LTD vis-à-vis the Client and the obligations of the Client vis-à-vis Alliancez PTE LTD shall be immediately due.
(5.8) Payments made by the Client shall always be applied first to all interest owed and then to costs and then to the invoices due that have been outstanding for the longest time.
(5.9) The Client is not entitled to offset any claims against Alliancez PTE LTD or to exercise any right of suspension whether or not by virtue of a complaint unless those claims have been irrevocably set out by law.
(5.10) In the event of a change of the payment risk or if the interests of Alliancez PTE LTD otherwise justify this, the Client shall, at the first request of and in consultation with Alliancez PTE LTD provide an advance or further security for payments, failing which Alliancez PTE LTD is entitled to immediately suspend or terminate an Agreement.
6. Obligations Of The Client
(6.1) The Client shall ensure and shall confirm in writing at the first request of Alliancez PTE LTD that:
a. Advertising materials have been created in accordance with the IAB standards, are free of technical flaws and suitable for the placement of performance measurement and control systems; b. Information by the Client is complete and correct and the Client shall always make this available in a timely and complete fashion to Alliancez PTE LTD and also that the Client will give all other cooperation that is reasonably required for the execution of an Agreement;
b. Information by the Client is complete and correct and the Client shall always make this available in a timely and complete fashion to Alliancez PTE LTD and also that the Client will give all other cooperation that is reasonably required for the execution of an Agreement;
c. The Client shall always act in accordance with applicable domestic and foreign legislation and regulations, advertising codes, rights (including property rights) or third-party terms and conditions and shall take all necessary measures to this end;
d. Advertising materials or other information provided shall always be in accordance with applicable domestic and foreign legislation and regulations, advertising codes and shall not infringe on the rights (including property rights) or terms and conditions of third parties;
e. The Client shall always provide a link that is exclusively traceable by the applicable performance measurement system to the landing page of a website or otherwise exclusive link; f. The Client shall not approach Affiliates directly or indirectly during the term of an Agreement and for a period of one calendar year
f. The Client shall not approach Affiliates directly or indirectly during the term of an Agreement and for a period of one calendar year afterward to provide services to which this Agreement or an Agreement pertains;
g. For the duration of an Agreement, the Client shall not change usernames and passwords provided for the benefit of monitoring the results of installed measurement systems nor hide or delete them and shall carefully store them, shall not provide them to third parties and shall secure these against any form of unauthorized use as well as take all measures in the case of any unauthorized use or at the first request of Alliancez PTE LTD in order to stop such use.
(6.2) The Client shall indemnify Alliancez PTE LTD against any third-party claims vis-à-vis Alliancez PTE LTD for infringement by Client of the aforementioned obligations.
(6.3) For every violation of the provisions in Article 6.1.d through 6.1.f, the Client shall be subject to an immediately payable contractual penalty of EUR 500,000 per incident and EUR 10,000 per day that this violation continues, without prejudice to the right of Alliancez PTE LTD to recover all direct and indirect damages thereby incurred from the Client.
(6.4) The Client shall enable Alliancez PTE LTD to exercise monitoring of the compliance by the Client with the obligations of the Client.
7. Work Varying from What Was Agreed and Change
(7.1) If, at the request of the Client or at its own request with prior approval of the Client, Alliancez PTE LTD has performed work or other services that fall outside of the content or scope of the Agreement, this work or these services shall be compensated by the Client according to the customary rates of Alliancez PTE LTD. Alliancez PTE LTD shall never be obligated to fill such a request and Alliancez PTE LTD can demand that a separate written agreement is concluded for this.
(7.2) The Client shall accept that the agreed objectives and expectations can be influenced by the work or services as mentioned in Article 7.1.
(7.3) To the extent that a fixed price has been agreed upon for the service, Alliancez PTE LTD shall notify the Client in advance in writing if requested about the financial consequences of the additional work.
(7.4) To the extent that a change occurs during an Agreement or campaign that is by or for the account of the Client, Alliancez PTE LTD is entitled to perform the resulting work and to charge the expenses connected with that to the Client in accordance with the relevant Agreement.
8. Execution
(8.1) Alliancez PTE LTD will perform the Agreement to the best of its ability and with the proper insight. Alliancez PTE LTD cannot guarantee that the work it performs will ever cause the result desired by the Client to be achieved.
(8.2) If the data required for the execution of the Agreement is not provided in a timely fashion to Alliancez PTE LTD, Alliancez PTE LTD shall be entitled to suspend the execution of the Agreement.
(8.3) If it is agreed that the Agreement is to be completed in phases, Alliancez PTE LTD can suspend the performance of the parts from a later phase until the Client has approved and/or paid for the results of the previous phase.
(8.4) Alliancez PTE LTD not obligated to perform an Agreement if this could entail an infringement of existing or subsequent regulations or third-party rights.
(8.5) If the Client is making use of a Alliancez PTE LTD license to buy media themselves, the Client is fully responsible for the execution and the financial consequences. Written instructions by Alliancez PTE LTD will strictly be adhered to, but will not release Client from its ultimate responsibility. All damage, direct or indirect, for Alliancez PTE LTD will be compensated in full. The client will make sure that the agreed financial compensation will be paid following the agreed payment terms without any delay. Any delay entitles Alliancez PTE LTD to cancel the agreement without prior notice and make sure the execution is stopped. Alliancez PTE LTD will not be responsible for the possible consequences thereof.
(8.6) If the Client is making use of an Alliancez PTE LTD license to buy media themselves the following applies. The Client is aware that Alliancez PTE LTD with Google/Double Click/Appnexus(Tailwind) and Adform entered into an agreement concerning DoubleClick Bid Manager Service and agree these terms & conditions will be applied to the Agreement between Alliancez PTE LTD and Client.
9. Completion
(9.1) If a period for completion or delivery of certain activities has been agreed upon in the Agreement, this shall always be an indicative period and never a binding deadline.
(9.2) If regardless of the circumstances and causes, Alliancez PTE LTD expects to exceed a period, Alliancez PTE LTD shall notify the Principal of this as quickly as possible.
10. Confidentiality
(10.1) The Client is bound to confidentiality on the part of the Client and persons it engages regarding all information received, including but not limited to technology, software, and applications, working processes, business models and identity of engaged third parties on penalty of an immediate contractual penalty of EUR 50,000 per incident and EUR 10,000 per day that an infringement lasts, without prejudice to the right of Alliancez PTE LTD to recover all damages, direct and indirect, from the Client.
(10.2) The Client is exclusively entitled to use the information received as part of the Agreement for the performance of an Agreement.
11. Intellectual property
(11.1) All intellectual property rights that pertain to and/or are the result of the services rendered by Alliancez PTE LTD are and shall remain the property of Alliancez PTE LTD or the third parties it engages. The Client shall gain exclusively those rights of use that are expressly awarded under an Agreement. Any other or more extensive right is restricted from the Client.
(11.2) Information provided by the Client shall be treated and stored carefully by Alliancez PTE LTD. The Client agrees to the storage of this information by Alliancez PTE LTD with third parties. All information and data provided by DQ&A shall remain the property of Alliancez PTE LTD. Alliancez PTE LTD is always entitled to use information and data received during the performance of an agreement outside the framework of the Agreement as well. With observance of the provisions below in these terms and conditions, Alliancez PTE LTD shall never be liable by virtue of the storage or processing of this information
(11.3) Alliancez PTE LTD is entitled to use the name and logo of the Client as a reference.
