Article 1 : Scope
1.1 The present general conditions of sale govern the activity of the sale of SOUTH PACIFIC ONLINE advertising space on all sites that it manages.
1.2 Signing of the purchase order implies acceptance without reservation of the present general conditions irrespective of the purchase method or form received by SOUTH PACIFIC ONLINE.
Article 2 : Offer and rates
2.1 The position, form and mode of display of insertions proposed, as well as the corresponding prices, are those in force on the day the offer is made by SOUTH PACIFIC ONLINE, as specified in the document named "space and rates" available on request.
2.2 The rates do no include advertising production costs such as, if any, insertion design and creation costs.
2.3 Unless expressly mentioned, offers do not give exclusivity.
2.4 The quoted pricing terms of the offer made by SOUTH PACIFIC ONLINE to the advertiser or to his representative are valid for 15 days after the offer is issued.
2.5 The pricing terms of the offer called "promotional" and indicated as such, are only valid for the duration specified.
2.6 SOUTH PACIFIC ONLINE however reserves the right to pass new taxes or increases in existing tax rates onto its prices without delay.
2.7 The present general conditions of sale as well as the prices asked by SOUTH PACIFIC ONLINE may be modified at any time, without prior notice. These modifications will have no effect on contracts in hand or offers issued.
Article 3 : Effective date of purchase order
3.1 Any purchase order emanating from an advertiser's representative must be accompanied by a copy of the contract of mandate justifying this power of representation.
3.2 No purchase or reservation of space will be effective unless both of the following conditions are met: - the purchase order is received by SOUTH PACIFIC ONLINE within the period of validity of the offer;- consecutive confirmation by SOUTH PACIFIC ONLINE by letter, fax or email, of the availability of space sought, or receipt by the advertiser of the corresponding invoice, or the period of 4 business days expires following receipt of the purchase order by SOUTH PACIFIC ONLINE. However, the confirmation period may in no event exceed the validity period mentioned on the purchase order.
Article 4 : Instructions relating to the advertising message
4.1 When the advertiser carries out the design and/or creation of the advertising message, either himself or through a third party, he undertakes to provide the said message in digital form at least 3 working days before the date established for its online publication.
4.2 The insertion must conform to the technical specifications required by the document named "formats, technical elements", by the quote or by the purchase order.
4.3 If one of the foregoing conditions is breached, SOUTH PACIFIC ONLINE shall be released from all liability should the online publishing date originally agreed upon be missed.
4.4 The non provision of the digital documents does not constitute grounds for termination of the contract.
Article 5 : Liability of the advertiser and his representative
5.1 The advertiser or his representative acknowledges that he is the sole and exclusive author of the text, drawings, images, sound, etc. or failing that, holds all rights needed for their use and reproduction.
5.2 The advertiser or his representative certifies that the insertions conform to all legal and statutory provisions in force.
5.3 The advertiser or his representative undertakes to protect SOUTH PACIFIC ONLINE from any convictions and any legal or extra-legal costs that the latter may incur resulting from a third party's remedy on one of the grounds mentioned in the preceding paragraphs, and more generally on the message being published.
5.4 Representatives (administrations, agencies, etc.) are jointly liable with their principals for orders that they transmit to SOUTH PACIFIC ONLINE.
Article 6 : Refusal to publish
6.1 SOUTH PACIFIC ONLINE reserves the right to refuse any advertising which proves contrary to its material or moral interests, which may constitute obscene material or breaches of public policy, or which may contravene legal and statutory provisions in force.
6.2 In no event SOUTH PACIFIC ONLINE shall in no event be held liable for the refusal to publish an advertising message on one of the grounds mentioned in the preceding paragraph, such refusal cannot entitle the advertiser and/or his representative to any damages whatsoever.
Article 7 : Limitation of liability
7.1 No delay, suspension or cancellation in the insertion being published namely due to technical failure inherent in the functioning of the Internet network, external to SOUTH PACIFIC ONLINE and beyond their control, may warrant refusal to pay, even partially, the share of the advertiser or his representative, or entitle the advertiser or his representative to a new insertion at the expense of SOUTH PACIFIC ONLINE or to compensation, in whatever form.
7.2 No delay, suspension or cancellation in the insertion being published may entitle to total or partial reimbursement or non-recovery of the price of the insertion.
7.3 Unless expressly stipulated, SOUTH PACIFIC ONLINE does not guarantee the absence of rival advertising, irrespective of its nature, form and position. SOUTH PACIFIC ONLINE excludes all liability of this nature.
7.4 Likewise, the company SOUTH PACIFIC ONLINE shall not be liable for the apparition on the site, subsequent to the signing of the purchase order, of new advertising space, in any position, of any nature, form and characteristics whatsoever.
Article 8 : Informing of the advertiser
8.1 SOUTH PACIFIC ONLINE shall inform the advertiser or his representative, by email or fax, when the insertion is initially put online.
8.2 In the month following the end of the publication of the insertion, SOUTH PACIFIC ONLINE shall address a "Campaign Evaluation" regarding the conditions in which the present agreement was fulfilled.
Article 9 : Breach of contract
9.1 The advertiser or his representative may not plead any breach in the fulfillment of the order form or the present general conditions if the said breach has not been the subject, during the campaign, of an express denunciation to SOUTH PACIFIC ONLINE and of a joint observation by the parties.
9.2 The fact that SOUTH PACIFIC ONLINE does not take advantage, at any given time, of one of the stipulations in the present general conditions, may not be interpreted as a waiver to make use of the said stipulation subsequently.
9.3 In the event the advertiser breaches one of the clauses of the present contract or any other contractual document binding the advertiser, SOUTH PACIFIC ONLINE reserves the right to suspend or terminate as of right, with no legal formalities, the contractual agreement binding the two parties and any pertaining contractual document (Purchase order).
Article 10 : Invoicing and payment
10.1 Invoicing of services provided by SOUTH PACIFIC ONLINE is carried out on the day the insertion order is received.
10.2 The invoice is established in the advertiser's name and is addressed directly to him, a copy of which may be communicated to his representative on request by the latter.
10.3 Invoices are payable upon receipt.
10.4 In the event of failure to pay on this date, SOUTH PACIFIC ONLINE reserves the right to suspend the publication of the insertion until full payment, the said suspension may not namely constitute grounds of liability for SOUTH PACIFIC ONLINE, give rise to a review of the price, or entitle to an extension of the publication or new publication.
10.5 Conventional penalty interest at the monthly rate of 0.75% shall be payable as of the due date of the invoice following a preliminary formal notice.
10.6 The sending of a registered letter with confirmation of receipt as a formal notice or starting legal proceedings shall result in the payability of a 15% surcharge as of right in the principal remaining due inclusive of tax, without prejudice to the continuance, suspension or termination as of right, of the contract.
Article 11 : Applicable law, jurisdiction. The present contract is governed by French law
11.1 Any disputes relating to the interpretation or fulfillment of the present general conditions of sale shall fall within the exclusive competence of the Commercial Court of Noumea.