Advertiser Terms and Conditions
The meanings of the words beginning with capital letters (such as Publisher(s), Action, Affiliate Campaign, Click, Tracking Code, Commission, Cookie, Cost per Action, Cost per Impression, Cost per Click, Cost per Mille, Creatives, Impression(s), Marketing, Advertiser(s), Advertising Network or Network, Thank you Page, Advertiser Panel, Advertising Program, User (s) etc) are the meanings listed in the “DEFINITIONS” paragraph, at the end of the contract (17).
SPRINTRADE S.r.l. (registered office: Via Lorenzo Respighi, 7 - 00197 Rome, Italy, Tax Code and VAT reg. no. IT08757631000, hereinafter referred to as “Sprintrade”) is the owner of the SPRINTRADE ADVERTISING NETWORK, which is used to encourage and promote interaction between subjects defined as "Advertisers” and subjects defined as “Publishers”.
This contract governs the terms and conditions of the participation of subjects (hereinafter referred to as “Advertiser”) to the SPRINTRADE ADVERTISING NETWORK.
Advertiser admitted to the Network can offer Publishers the right to propose their Creatives (banners, links etc) on the Publishers’ websites for Marketing purposes. The fee for this service depends on the Advertising Program created by the Advertiser, which can be distinguished in Offers, Affiliate campaigns and Auctions. The terms and conditions listed below apply.
To be admitted to the Network, Advertiser must fully accept the Terms and Conditions of this contract.
(3) RIGHTS AND SERVICES FOR ADVERTISER
Sprintrade grants the Advertiser who is admitted to the Network the right to use software that, through the so-called “Advertiser Panel”, available online, allows him to:
- create and/or modify Advertising Programs like Offers, Affiliate campaigns and Auctions
- create and/or add and/or modify Creatives of different formats and kinds
- add and/or modify the terms and conditions that apply to specific Programs
- add and/or modify the Commissions applied to each Advertising Program
- identify the Publishers they will propose their Creatives to
- show the Publishers (who are already included in the Network) proposals for Creatives and Advertising Programs
- send the Publishers that are promoting Advertising Programs notifications and presentations
- track and provide live statistics for every transaction.
Sprintrade grants the Advertiser who is admitted to the Network the services listed below.
- Administration and fiscal management of all the relationships between Advertiser and the Publishers promoting the Advertising Programs
- Collection and payment of the Commissions generated by the Advertising Programs (in compliance with each Program’s conditions)
- Online assistance during normal working hours.
(4) REQUIREMENTS AND PROCEDURES FOR ADMISSION TO THE NETWORK
Individuals (who have the necessary capacity to act) and legal entities, companies or bodies that have an authorised legal representative acting on their behalf can be admitted to the Network as Advertiser.
To request participation in the Network, applicants must send Sprintrade the completed registration form (available on the www.sprintrade.com website).
Sprintrade has the right to accept or refuse the participation requests it receives. Sprintrade’s decision is final and no explanation is due.
Sprintrade will inform applicants of the outcome of their request by sending an e-mail to the address supplied in the registration form.
Under no circumstances will a lack of response imply or mean that the applicant has been implicitly accepted.
(5) ADVERTISING SPACE PURCHASING
The Advertiser admitted to the Network will be able to buy any type of advertising space offered by Publishers. The conclusion of the contract for the purchase of advertising spaces shall be deemed completed and executed at the time when the payment will be transferred for the amount determined by the Network. Payment must be made by credit card, by Paypal Â or by bank transfer, in this last case the advertising spaces purchased will be available only upon receipt of collection.
Once the payment has been collected and everything required to make the program operational has been successfully carried out, Sprintrade will allow Advertiser to publish their Affiliate Programs on the Network.
Sprintrade will issue invoices according to the amounts received.
The minimum amount to buy advertising spaces is Euro 500.
The same amount is the minimum due every time an Affiliate Program is renewed.
No other payment is due to Sprintrade for opening the account. There are no fixed monthly costs (of any kind).
Should disputes arise over the Commissions owed by the Advertiser, the Advertiser has, in any case, to pay Sprintrade any undisputed amount and collaborate to solve the dispute. All Sprintrade's other rights are unaffected.
(6) CONTENTS OF THE ADVERTISING PROGRAM
Advertiser must offer the Publishers included in the Network their Advertising Program(s), which must contain:
- Campaign costs
- Scope of delivery (e.g. entire network[s], individual channels or certain Web sites)
- Advertising form(s) (e.g. banners, pop-ups, layers, banners and pop-ups, pop-ups and layers
and so forth)
- Target Web site(s) that is (are) advertised
- Volume to be achieved (e.g. 10,000 clicks, 1 million pop-ups or unlimited)
- Special services (e.g. frequency capping, targeting and so forth)
- In case of Affiliate programs:
- a description of the Creative that will be used
- a list of the kind of Actions included in the Program
- the Commission paid every time an Action is performed
The Advertiser must, at all times, guarantee that an adequate amount of advertising media is always available for the ongoing campaign, guaranteeing, at all times, that all the advertising media and formats are functional and selectable in such a way that the requested volume is reached as quickly as possible. The advertising media must be made available to Sprintrade at least 3 working days before the start of the campaign.
Furthermore, the Advertiser must guarantee that all the advertising media and formats supplied conform to the standard formats defined by the IAB (International Advertising Bureau) in terms of design and technology.
Sprintrade periodically assess the click rate of the media advertising formats and has the right to refuse or disable those advertising media that have a click rate of less than 0.1 % (1 click per 1,000 views) .
For billing its advertising campaigns, Sprintrade uses very reliable and authoritative accounting systems.
The Advertiser has the right to access its own statistics and/or an exportable CSV file of its campaigns on a weekly/monthly basis.
The Advertiser is required to check statistics on a regular basis and, at the latest, within three days from receiving them.
If differences are detected between Sprintrade’s statistics and those of the Advertiser, the latter must promptly inform Sprintrade, in order to verify these differences.
If the Advertiser does not raise objections against the numbers presented within two weeks from receiving Sprintrade’s statistics, the numbers will be considered accepted by both parties.
It will not be possible, for technical reasons, to retroactively modify data that is counted and not promptly challenged.
On offering their Advertising Program, Advertiser must, in compliance with the format published in the Advertiser Panel on the Sprintrade website (link: www.sprintrade.com), lists the Actions included in the Program and, for each requested Action, displays the amount due for cost per click, cost per impression, cost per action, cost per mille.
(8) OBLIGATIONS AND GUARANTEES OF ADVERTISER
By asking to join the Network, Advertiser declares and guarantees it has full ownership of intellectual property, concessions, licences and other requirements listed by the law and required for the correct use of Creatives directed to the public.
By asking to join the Network, Advertiser also commit to
- not spreading or publishing Creatives unless free from programs (such as worms, viruses, Trojans etc) that could damage documents, software and other goods belonging to Sprintrade and third parties and/or violate their privacy and rights
- not publishing misleading Creatives, in compliance with Law No. 49 dated 6.4.2005
- not spreading or publishing Creatives unless they have full ownership of intellectual property, concessions, licences and other requirements listed by the law and required for their correct use.
- not setting up misleading activities or harassing Users with spamming, phishing etc.
- refraining from behaving, making statements and sending messages that would break the national laws and EU laws and directives currently in force (such as the laws to reduce hacking and piracy)
- not publishing pedo-pornographic contents (as well as violent and blasphemous contents and contents that are offensive in any way) in order to follow the existing laws protecting minors and the weaker members of society
- avoiding all activities that encourage other Advertiser and/or Publishers to terminate or suspend their participation in the Sprintrade network, in order to access other competing networks;
- not performing or encouraging to perform actions that could reduce the commercial value or weaken the image of Sprintrade, thus damaging Sprintrade (in any way)
- applying all the safety measures and procedures required to ensure protection against the risk of unauthorised access, alteration, destruction and loss of data
- constantly checking that safety measures and procedures are working properly and are adequate for their purpose. In time and as techniques and conditions change, Advertiser should assess other measures that ensure that the operative environment is the most suitable for electronic data transmission, that it allows data to be controlled and to check the origin, integrity and confidentiality of data.
Sprintrade has the right to exclude from the Network Advertiser that does not comply with the obligations listed above. No notice is required and Sprintrade’s decision is final. Compensation may be asked for damages caused to Sprintrade and third parties by non-complying Advertiser.
Sprintrade has the right to refuse or suspend the insertion in the Network of Advertising Programs for reasons related to the content and/or to the Commissions related to the Programs. Sprintrade’s decision is final.
(9) TECHNICAL PROVISIONS (TO BE SUPPLIED BY ADVERTISER)
In their Thank You Page, Advertiser must insert and maintains the Tracking Code, which allows to track the actions performed by the Users that have been redirected by Sprintrade Publishers.
Advertiser is aware of and accepts that
- failure to enter the Code in the Thank You Pages or entering the Code incorrectly will lead to the immediate suspension of their Advertising Program
- Should disputes arise over the outcome of transactions, only the transactions filed in Sprintrade’s monitoring and recording system will be used to settle the dispute.
Sprintrade has the right to perform random checks (without prior notice) to verify that the Code is working properly. These checks are designed to avoid activities that damage (or could damage) Sprintrade's rights and/or the rights of Network members.
Sprintrade can suspend (without notice) Advertising Programs that do no comply with the current safety standards or that could – in any way and for any reason – affect the security of the Network, of Publishers, other Advertisers or Sprintrade Users.
Sprintrade is entitled to ask for compensation if there is reason to proceed with a claim.
(10) CONVALIDATION OF TRANSACTIONS
Sprintrade will use its software to check the traffic from the Publisher's website to the Advertiser's.
In “Cost per Click” (CPC) Campaigns, the generated clicks will be approved automatically. Exceptional cases will be analysed by the Advertiser and Sprintrade together.
In “Cost per Impression” (CPI) campaigns, payment will be due for every thousand Impressions (or multiples).
In “Cost per Actions” (CPA) campaigns, Advertiser must check the generated transactions and approves them (or request an annulment) no later than 15 days from the end of the month they were performed in. Unless an annulment is requested, after the above mentioned period Sprintrade will automatically consider the transactions approved. There must be adequate reasons for requesting the annulment of a transaction. Documents supporting the refusal to approve a transaction (e.g. an e-mail from the User cancelling the purchase) must be supplied.
In “Cost per Mille” (CPM) campaigns, payment will be due for every thousand e-mails sent successfully (or multiples). Payment will be calculated on the number of e-mails sent to lists, permission-based newsletters and permission-based e-mails of the Publisher. Bounces will not be included.
(11) TERMS AND CONDITIONS FOR TRANSACTION ACCOUNTING
An Advertising Program will be terminated (and will, therefore, have to be removed from the Network no later than 5 days from the date of the event leading to termination) for the reasons listed below.
- Notice of withdrawal from the interested party to the other party (e-mails are considered valid notice)
- Less than 100 Euro’s worth of Commissions generated in 60 days.
(12) TERMINATION OF AN ADVERTISING PROGRAM
Once the Advertiser has been admitted to the Network, an open-ended contract is entered. The contract can be terminated by either party with 15 days’ notice. Notice can be sent via email (with “read receipt” requested) or via registered letter.
No claims may be made for transactions carried out after the termination date. Previous obligations and rights, including any payment due to Sprintrade, will remain valid and effective after the termination until all the obligations are fulfilled.
(13) CHANGES IN THE CONTRACT
Sprintrade has the right to change the terms and conditions of this contract at any time but must inform the Advertiser immediately by making the new contract available online on the Sprintrade website.
The Advertiser will, in any case, be informed of changes in the contract via e-mail (an e-mail will be sent to the address connected to the account).
In the case of non-acceptance of contract amendments the Advertiser may exercise the termination by sending written notice to Sprintrade via e-mail read receipt or by registered letter within 15 days from the date the Advertiser was informed of the changes.
In this case, the contract will be valid, at the previous conditions, until the official date of termination.
If no notice of withdrawal is sent, Sprintrade will assume the Advertiser has accepted the changes and the changes will be effective from the day the Advertiser was informed of them.
(14) LIMITATION OF LIABILITY
Sprintrade guarantees that the software used for the activities of the SPRINTRADE ADVERTISING NETWORK is properly tested and fully functional. It allows to monitor, direct and record the traffic generated by the Publisher’s website correctly.
Nevertheless, the parties agree that malfunction and/or failure of the software used in SPRINTRADE ADVERTISING NETWORK are caused by force majeure pursuant to and in accordance with the Italian Civil Code.
This means that Advertiser will not ask Sprintrade for compensation and/or damages. However, Sprintrade must (bona fides) do everything it can to remove the causes of malfunction from the system in the shortest time possible.
Both parties expressly agree that Sprintrade cannot be held liable for the effects caused by the site being difficult to use, for electronic malfunction, for lack of communication between servers, for the consequences of defects or holes in the software system used to manage the SPRINTRADE ADVERTISING NETWORK and for the consequences of Network inactivity caused by ordinary and extraordinary maintenance and/or implementation activities.
Sprintrade regularly checks the contents of the Publishers’ websites and their advertising activity.
However, Advertiser is aware and accepts that Sprintrade has no power over the contents of the Publishers’ websites or over the way they advertise the Advertiser’ products/services.
Therefore, it is expressly agreed that Sprintrade cannot be held liable for changes in the contents of the Publishers' websites that advertise the Advertiser's Advertising Programs, even when the contents break the rules of conduct listed by Sprintrade or if the Advertiser's Program is advertised in a fraudulent way.
However, Sprintrade will immediately investigate all reports from Advertiser concerning alleged violations of the code of conduct by Publishers hosting Creatives.
Advertiser is aware and accepts that Sprintrade cannot be held liable for the effects caused by problems in the system supplied to it by telecommunications companies, by ordinary and extraordinary maintenance activities, by delays and/or interruptions of the service or the internet. Likewise, Sprintrade cannot be held liable for the effects caused by events/factors that cannot be foreseen/prevented, caused by third parties or by natural causes, by chance or force majeure.
Advertiser is personally responsible for all the elements and tools used to make and publish its website (even if it employs third parties to do so). Should disputes arise over services or goods provided directly or indirectly, over mistakes in the contents or in messages or in the information supplied to third parties, as well as over mistakes and failure in the registration of orders, failed processing of orders, problems in transport, lack of insurance, economic damage or missed out income, and for all other similar cases, Advertiser will be the only party liable. Advertiser holds Sprintrade harmless of all the consequences, effects and involvement in such disputes.
Each party is responsible for the use, development and maintenance of their website (including the contents and materials of said websites). Both parties will constantly work to keep the site functional, especially during working hours.
Even if there is proof that Sprintrade is at fault, Sprintrade will, in any case, be liable only to refund the Commissions paid to the Advertiser in the trimester the events occurred. No other compensation will be given.
Although both parties agree that the system will, occasionally, be down for some time (and that this malfunction is tolerable and impossible to avoid), both parties agree to immediately warn the other party, in order to find a way to restore the system to its working state as soon as possible.
(15) GOVERNING LAW AND PLACE OF JURISDICTION
This agreement is governed by Italian law.
Should any dispute arise over the existence, validity, interpretation or execution of this contract, an Arbitration Panel will be formed (in Rome). Three members (one designed by each party and the third designed by the two parties together or, if this is not possible, by the President of the Court of Rome) will act as arbitrators, in compliance with the Arbitration Rules of the Chamber of Commerce of Rome, as published in the “Camera Arbitrale CCIAA ROMA – Servizio Arbitrale” [Arbitration Chamber, Chamber of Commerce, Industry, Handicraft and Agriculture of Rome - Arbitration Service]. The parties agree they have read and understood the Arbitration Rules.
The Arbitration Panel will proceed according to standard procedures and based on Italian law. It will reach a decision no later than 90 days from the day the arbitration ruling is formed. The ruling’s decision is binding.
(16) CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
Both parties will treat the data provided by the other as private and confidential. They will not disclose the data to unauthorised people or use them for purposes that are not those they were collected for, in good faith and in compliance with the terms and conditions of this contract.
In any case, Sprintrade will use the Advertiser’s data solely for the purposes listed below.
- Execution of this contract
- Execution of the legal and tax-related obligations related to this contract.
Advertiser must be aware that its consent to processing of own data is required to meet the obligations linked with this contract.
Failure to provide that consent will not allow Sprintrade to process the Advertiser’s data and therefore it will not be possible to make this contract effective.
Refusal and/or denying permission to processing of personal data will make data processing impossible and, therefore, the contract will not be effective.
Sprintrade will provide the Advertiser’s data only to its staff – including external consultants employed to manage legal and/or tax-related matters related to Sprintrade’s activity – in order to perform the activities related to the obligations linked with the new contract. It will provide the data to third parties if it is required to do so by the law.
All the rights established by the law, especially those listed in and governed by Law 196/2003 and subsequent amendments and/or integrations, are expressly acknowledged.
The content of this contract is protected by copyright and by international laws and agreements regarding copyright. Any unauthorised use of the content of this contract is considered a violation of copyright laws, of trademark rights and of civil and penal laws.
ACTION: The action performed by Users (view a creative, clicking on a creative, purchasing a product, completing a form etc) that, according to the Advertising Program, entitles Sprintrade the right to collect a Commission.
ADVERTISER: Subject advertising his products/services on the web via the Network.
ADVERTISER PANEL: This online control panel is offered by Sprintrade to Advertiser who can manage their Advertising Programs, display statistics and perform other activities (listed in the “Service description” chapter).
ADVERTISING PROGRAM: Advertising Programs include all the activities carried out by the Advertiser using the Advertiser Panel. Advertiser uses the panel to establish the participation and payment conditions for Sprintrade to promote their Creatives.
AFFILIATE CAMPAIGNS: Please read “Advertising Program”
COMMISSION: Amount paid by Advertiser to Sprintrade every time a User performs an Action.
COOKIE: File sent by a server to a web browser. The browser saves the message in a text file. The message is sent from the browser to the server every time the browser asks to display a page from the server. Cookies are saved in the User’s computer until they expire or are deleted by the User. Cookies are used to gather information on the User’s browsing behaviour.
CLICK: A click is the act performed by a User when browsing. It can be considered an Action if it is performed in the way required to generate the program effect in the Advertising Program.
COST PER CLICK: This action is performed every time a User clicks on one of the Advertiser’s Creatives and, depending on the Advertising Program the Creative is part of, a Commission is owed.
COST PER ACTION: This Action is performed every time a User, after clicking on one of the Advertiser's Creatives in the Publisher's website, performs one of the activities listed in the Advertising Program (such as downloading programs, installing software, registering with the Advertiser’s website, requesting information, sending data, buying a product or service, etc).
Cost per Mille: This action is performed once one thousand contacts have been established. Payment is calculated on the number of e-mails sent to lists, permission newsletters and permission e-mails of the Publisher. The price shown refers to 1000 sent e-mails. Bounces will not be included.
Cost per Impression: This action is performed once 1000 impressions have been loaded.
CREATIVES: Creatives are advertising tools used by Advertiser to attract Users. They include banners, text links, buttons, information e-mails, pop-ups, layers, banderole, video, mobile creatives, etc.
IMPRESSION: An impression is the display of a creative on a website. Impressions are counted every time a Creative is loaded onto a User’s browser page.
MARKETING: The advertising, sales and spreading information of the products/services that Advertiser aim at achieving when they join the Network.
PUBLISHER: Owner of a website who has joined the Sprintrade Advertising Network.
SPRINTRADE ADVERTISING NETWORK or NETWORK: The services provided by Sprintrade for the exclusive benefit of the above mentioned subjects, i.e. Advertiser and Publishers. The Network is used to monitor the Users’ browsing activities – when Users are redirected from the Publisher’s website to the Advertiser’s and perform certain activities (such as clicking on the Publisher's link, buying products online and/or, if included in the program, following leads) an action is completed, generating revenue for Sprintrade.
Thank you page:Sprintrade’s Code must be inserted in this page, which is usually the page used to thank the Users that purchase from or register with the Advertiser’s website.
TRACKING CODE: Code that must be inserted in the Advertiser’s Thank You Page, which allows to track the actions performed by the Users that have been redirected to the Advertiser by Sprintrade Publishers.
USER: Users are the people, bodies and companies that, when surfing the Internet, click on the link in the Publisher’s website and are therefore connected to the Advertiser’s website and perform one of the Actions listed in Advertiser's program.