Maximiles ES

1. Definitions

1. Words and expressions in these general terms and conditions of purchase have the following meanings unless the context otherwise requires:

Bilendi - Bilendi SA, French Limited liability company registered on the Paris Trade and Companies Register under No. 428 254 874, with its registered office at 4 rue de Ventadour 75001 Paris, France. The provisions of this Agreement will also apply to all legal entities within the Bilendi group of companies if indicated by Bilendi SA and “Bilendi” will include all said affiliated companies.

Confirmed Lead - means a Lead who has made a DOI with Bilendi pursuant to this contract and for which there is no Rejection Criterion.

DOI - means “double opt in”. A DOI means a confirmation of one registration by clicking in the DOI email sent by Bilendi’s CRM to the email address the panelist has provided during the first step of his/her subscription to Bilendi’s services. 
First step may either be: 
-  a form on a Bilendi website landing page or

 - a form on the Partner’s landing page, provided the Partner has complied with Bilendi’s instructions, template and process. 

GDPR or General Data Protection Regulation – means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and any applicable local laws and regulations relating to personal data (e.g. Data Protection Act 2018 as amended, for the UK).

Lead - refers to the private individual who, through the Partner’s services, has registered on Bilendi’s access panel mentioned on the quotation, and who has authorised the use of his/her personal data in order to receive questionnaires by email, mobile application notification and/or SMS text message.  For the purposes of the General Data Protection Regulation (GDPR), the Panelist is the data subject.

Open Account – means, in relation to the relevant Bilendi  panel(s), a Confirmed Lead who answers questions to define his/her profile in the ten (10) days of becoming a Confirmed Lead.

Partner – means the legal entity mentioned above as “Provider” that has entered into a legal agreement with Bilendi to provide Bilendi with Leads. 

Party or Parties -– Bilendi and the Partner will each be referred to as a Party and together the Parties.

Rejection Criterion – means rejection criterion (criteria) agreed between the Partner and Bilendi. In any event, the following items are always Rejection Criteria: 1) the lead is an existing panel member in any Bilendi Group panel, 2) nonsense or joke data, 3) duplicate emails or email address patterns, 4) duplicate IP, 5) invalid email or VoiP IP address, 6) out of target (which could be regarding age, gender, residence or any other criterion), 7) the Lead has been lawfully blacklisted by Bilendi within 30 days of his/her registration or 8) fraudulent traffic or registration. Blacklisting can only occur for improper conduct (aggressive or incoherent behaviour, answers to surveys in a suspiciously very short time…); the absence of answer to surveys is not a cause for blacklisting. The Parties may expressly waive the Rejection Criterion based on blacklisting.

Respondent – means a Confirmed Lead who answers properly and lawfully to a survey on the relevant access panel, no later than the fifteenth of the month following his/her registration on said access panel (i.e. becoming a Confirmed Lead).. Answering a survey is different from answering questions to define one’s profile.

Terms – refers to these General Terms of Purchase regarding the processing of personal data and confidentiality governing the working relationship between Bilendi and the Partner.

1. The Partner will be regarded as a data controller, the meaning of which is set out in Article 4 of the General Data Protection Regulation (GDPR), when processing Lead’s personal data, for example, when the Lead registers with Bilendi’s access panel through Partner’s website. Bilendi will be regarded as data controller when processing   Confirmed Lead’s personal data following DOI.

1. Each Party will be regarded as a data processor, the meaning of which is set out in Article 4 of the General Data Protection Regulation, specifically when processing all or part of the Lead’s personal data for which that Party is not regarded as a data controller. 

1. In order to be valid, any quotation must be for a limited time and must include a cost per unit (usually Confirmed Leads) and cap on remuneration. 

1. Obligations of the Parties

1. Considering that the enforcement of this agreement may involve the processing of personal data, the Parties undertake to comply with all applicable laws and regulations on the processing of personal data and, in particular, the GDPR.

1. Each Party undertakes to implement any necessary organisational and technical security measures that are required to ensure a level of security that is appropriate to the risk related to the automated processing of personal data.

1. Each Party will ensure that the individuals authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and have received the appropriate personal data protection training.

1. Each Party agrees not to use any personal data transmitted to or collected by the other Party for any purpose other than the one for which this personal data has been transmitted or collected.

1. Each Party agrees that it is their responsibility to ensure that the data subjects whose personal data are being processed are informed of that fact at the time that their data is collected.  Where processing of personal data is based on consent, the data controller shall be able to demonstrate that the data subject has provided that consent to the processing of their personal data.

1. In the event that any Party receives a request not to receive emails or any form of electronic communication (i.e. an “Unsubscribe”), it shall contact the other party promptly and provide the other party with all relevant information that the party may need to manage the inquiry. This shall be conducted in accordance with the time frames required by applicable laws. 

1. The Partner’s Obligations

1. The Partner shall promote Bilendi’s panel indicated in the quotation only to certain platforms (as indicated in the quotation) or to its usual platforms (excluding those platforms excluded in the quotation).

1. Visuals and more generally marketing materials used by the Partner must have been approved by Bilendi prior to their use. Bilendi does not transfer any right to the Partner by approving or sending the marketing material.

1. The Partner undertakes not to violate any laws or regulations or the rights of third parties while recruiting Leads. In particular, the Partner will comply with regulation relating to unsolicited emails, messages, SMS and calls; it shall ensure, through double opt in, that the individuals contacted on behalf of Bilendi have given their prior approval to receive said emails and messages. 

1. The Partner will comply with all GDPR rules that apply to the transfer of personal data outside of the EEA and will ensure that any such transfer of personal data is sent only to an organisation (i) which ensures an adequate level of data protection or (ii) in the event that they are not required to ensure an adequate level of data protection, that the Partner provides appropriate safeguards, such as standard data protection clauses adopted by the EU.

1. Confidential Information

1. Each Party undertakes to the other that it will not, whether directly or indirectly, whether by itself, its employees, its agents or otherwise, for itself or on behalf of any third party without the prior written consent of the other Party, use in competition with or otherwise to the detriment of the other Party, or divulge to any third party, any of the confidential information but will keep such information secret and strictly private and confidential and will use its reasonable endeavours to prevent its publication or disclosure and each Party shall impose, as far as it is lawfully able to do so, an obligation on its employees, officers or agents not to use or divulge, other than for the purposes of this Agreement.

1. The restrictions in this clause shall not apply to any disclosure made to the auditors, bankers or professional advisors of either Party, required by law or by any stock exchange or any regulatory, governmental or antitrust body, including any tax authority, having applicable jurisdiction, provided that the disclosing Party as far as reasonably possible, shall first inform the other Party of its intention to disclose such information and take into account the reasonable comments of the other Party.

1. The restrictions contained in this clause shall continue to apply without time limit.

1. Payment terms

1. No later than the 10th of the month following an acquisition    campaign, each party shall communicate to the other the number of Confirmed Leads and other invoicing criteria. In the event of dispute between the number of Leads sent by the Partner and who have become Confirmed Leads against the Confirmed Leads number communicated by Bilendi, the figures provided by Bilendi shall prevail; in that case Bilendi shall provide all reasonable evidence of said discrepancy.

1. Partner shall invoice Bilendi based on said number of Confirmed Leads (and/or other invoicing criteria mentioned in the quotation).

1. Bilendi shall pay Partners invoice within sixty (60) days of its date, or any other date agreed upon in the quotation. 

1. In the event of materialization of any Rejection Criterion regarding any Confirmed Leads, in particular in relation to blacklisting, after the invoice was issued, then Partner shall reimburse Bilendi within sixty (60) days of being informed by Bilendi. 

1. Warranties

1. Each Party represents and warrants to the other that it has the full corporate right and authority to enter into these Terms and to perform its obligations set out in these Terms.

1. The warranties granted under these Terms are the only warranties made by the Parties with respect to these Terms, and they are made in lieu of all other warranties.  

1. Liabilities

Upon first request, the Partner shall release Bilendi from liability for all losses, damages and costs, including fines for non-compliance with the General Data Protection Regulation, legal fees and charges for legal advisors commissioned by Bilendi and incurred by Bilendi as a result of culpable violation of legal provisions or these Terms and the warranties provided by the Partner, including (but not limited to) any costs incurred for countering actions instituted by third-parties, including Leads and regulatory authority.

1. General

1. These Terms and any questions, disputes or other matters relating to them, or any contract made subject to them shall be governed by and determined in accordance with the laws of France. If the Parties cannot reach an amicable agreement regarding any dispute relating to the agreement, this will be referred to and finally decided by the tribunal de commerce in Paris.

1. The Parties agree that the usual terms and conditions of the Partner shall not apply to these Terms.

1. Nothing in this Agreement shall constitute or be deemed to constitute, a partnership between the parties or any party the agent of the other party for any purpose.