Effective: 1st September 2018
This page provides advertiser customers of Travel Audience GmbH with the terms and conditions under which Travel Audience services are provided. These terms and conditions are based on the AAAA/IAB Standard Terms and Conditions Version 3.0 which are intended to provide a contractual standard for the online advertising industry.
These terms and conditions are applicable whenever referenced in an order, insertion order, contract, or other form of agreement (“Insertion Order” or “IO”) and together with such IO form the agreement between the customer referenced in such Insertion Order (the “Customer”) and Travel Audience GmbH (“Travel Audience”) (the “Agreement”, as further defined below)
An Agreement is made of
(i) the applicable Insertion Order;
(ii) the Travel Audience Terms and Conditions located on this page (the “Travel Audience Terms”);
(iii) the IAB Standard Terms and Conditions Version 3.0 (“IAB Terms”); and
which apply in the order of precedence listed above. Any previous insertion order or commercial agreement for the same services as those ordered under an IO is terminated and replaced by such IO.
Exceptionally, Travel Audience may notify electronically Customers of changes to either the Travel Audience Terms and/or the Product Privacy which apply immediately to ongoing Insertion Orders, thereby giving Customers an option to object to such new version.
2. AMENDMENT TO THE IAB TERMS
These following sections amend certain sections of the IAB Terms and provide with additional specifications on the Travel Audience services.
2.1 The following provision shall replace Section XIII b. the IAB Terms:
“The measurement used for invoicing advertising fees under an IO is the measurement provided by Travel Audience.”
2.2 The following sentence is added to Section VI (c) of the IAB Terms:
“Deliverables detailed in an IO are non-guaranteed.”
2.3 The following provisions shall replace Sections XII(d) and (h) of the IAB Terms:
“d. Use of data
(i) To the extent that Collected Data contains personal data (as “personal data” is understood under Regulation (EU) 2016/679), Customer grants Travel Audience a non-transferable, worldwide, and sublicensable right to access, collect, transmit, store, copy and use Collected Data and User Volunteered Data for the purposes of
(A) advertising on third party websites (including on and through and sharing of such data with social media networks and other advertising platforms such as real-time bidding platforms (RTB) subject to their respective terms and conditions), Repurposing, analysis, marketing, improvement of Travel Audience and Travel Audience Affiliates’ services;
(B) assemble, combine and enrich Collected Data and User Volunteered Data with additional data sources, including personal data of Travel Audience Affiliates and partners, and use such combined data for the purposes as described under (A) above; and
(C) aggregating Collected Data and User Volunteered Data.
(ii) Travel Audience may not use personal data in Collected Data and User Volunteered Data for any other purpose without consent from Customer. Unless explicitly stated otherwise in this Agreement, Travel Audience may only share with third parties non-personal data collected pursuant to IOs. Travel Audience may also use non-personal data collected through IOs for its business purposes.
(iii) Customer explicitely acknowledges and agrees that Travel Audience may subcontract personal data storage and may transfer personal data collected under an Agreement out of the European Economic Area in compliance with applicable data protection legislation.
(v) Customer is responsible for:
(A) the placement of the Travel Audience Code on the website(s) related to the provision of the services under an Agreement;
(B) providing users of its websites with any required legal notices and relevant information and to collect any user opt-in that may be required by applicable laws or regulations or at the request of Travel Audience before the Travel Audience Code is placed on a user’s browser;
(C) promptly removing all Travel Audience Code from its website(s) following the expiration or termination of the applicable Agreement
(D) not communicating to Travel Audience any directly personally identifiable information, such as names, email address or passport numbers; and
(E) providing evidence to Travel Audience upon request that the requirements described in (B) above have been met. The Customer will take any necessary corrective measures to ensure compliance with (B) that may be required by Travel Audience.
(vi) Travel Audience shall:
(A) provide Customer with Travel Audience Code and technology to be placed on the Customer websites to be used to collect user data, together with any other reasonable information which Customer may reasonably request in order for Customer to notify users about the Travel Audience Code and technology in accordance with the obligation of Customer to provide necessary notices and collect necessary consents described in Section XII. d. (iii)(B) above; and
(B) maintain appropriate security practices to ensure that all user data is kept securely and is not disclosed to third parties except as provided in this Agreement.
(vii) If Travel Audience authorizes Customer, an affiliate of Customer or a third party acting on behalf of Customer (each a “Customer Data Collector”) to collect data during the performance of the services under an Agreement, it may exclusively collect data strictly necessary to achieve the following purposes:
(A) tracking impressions, clicks and conversions (or other similar metrics such as views of videos and display, ad-interaction) relating to the services travel audience is executing for Customer;
(B) ad verification for example via a third party verification company for purposes such as brand safety, fraud protection, viewability or other similar purposes.
(C) Any other processing of such data is explicitely forbidden, including but not limited to cookie syncing, re-targeting, segmentation/profiling, machine learning purposes, aggregation. The Customer Data Collector must delete the data and stop collecting data as soon as the purpose of its collection has been achieved, in no case later than sixty (60) days after the data has been collected.
(viii) Under no circumstances may a Customer Data Collector collect any personal data under an Agreement beyond cookie identifiers, mobile identifiers and IP addresses. Upon request, Customer shall promptly provide to Travel Audience the complete list of Customer Data Collectors as well as any information necessary for Travel Audience to comply with its contractual and regulatory obligations. If a Customer Data Collector provides data to Travel Audience, Customer is responsible for ensuring that any personal data included in such data is hashed or pseudonomyised, and that it has obtain all necessary consents and licenses for such transfer. No data collected by a Customer Data Collector may be transferred outside of the European Economic Area without the specific written consent of Travel Audience and in any case, Customer is responsible for ensuring that such transfer is done in accordance with European data protection legislation. Without prejudice to its other obligations under applicable data protection legislation, in the case of an authorized transfer of personal data outside the European Economic Area, Customer shall request from Travel Audience a copy of European Union standard contractual clauses for the international transfer of personal data and send a signed copy of such standard clauses to Travel Audience at “Amadeus IT Group S.A, Calle Salvador de Madariaga 1, 28027 Madrid, Spain, Attn: Legal Department.”
2.4 The following provision shall replace Section XIV (d) of the IAB Terms:
“d. Conflicts; Governing Law; Amendment
This Agreement, and the performance of any contractual or non-contractual obligations arising from or connected with this Agreement, relationship between the Parties shall be governed by, and construed in accordance with the laws of the England and Wales without giving effect to the principles thereof relating to conflicts of the laws.
If any dispute or grievance arises out of or in connection with this Agreement, each Party agrees that the dispute or grievance will be notified in writing to the other Party and discussed between representatives of the senior management team of each Party and any other relevant representatives of each Party who have the authority to settle the dispute. If the representatives cannot agree and are unable to resolve the dispute by direct good faith negotiation within ten (10) days from the date such a dispute was raised by a Party and communicated to the other Party in writing (or any other period mutually agreed between the Parties), the dispute shall be referred to and finally settled in the courts of London, United Kingdom. The Parties agree unconditionally and irrevocably that the courts of London shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Agreement.
No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.”
2.5 The following provision is inserted as a new section XIV. h. of the IAB Terms:
“h. Subcontracting. Travel Audience may subcontract any or all its obligations under this Agreement to third parties but shall in any circumstances remain responsible towards Customer for the execution of such obligations.”
2.6 Unless otherwise stated in the applicable IO, IOs are non-cancellable.
2.7 For IOs were the Customer is acting as the Media Company, the following provision shall apply:
“This IO comes into effect on the date of signature by Customer and shall remain in force for twelve (12) months following the first publication of an advertisement under this IO (the “Initial Term”). This IO shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”) unless written notice of termination is provided by either Party no less than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term (as applicable) (the Initial Term and each Renewal Term, together the “Term”).
During the first three (3) months of the Initial Term, either Party may terminate this Agreement by ten (10) days prior written notice to the other.”
2.8 The following sentence is added to Section XIV (e) of the IAB Terms:
“In the case of Travel Audience, the copy to the Legal Department will be sent to Amadeus IT Group S.A., calle Salvador de Madariaga 1, 28027 Madrid, attention: Legal Department.”
2.9 The following sentence is added to Section XIV (b) of the IAB Terms:
“Notwithstanding this section, Travel Audience may assign its rights or obligations hereunder to its affiliates.”
travel audience GmbH
Elsenstraße 106 – 12435 Berlin – Germany
T: +49 30 530 230 610
Arialdo Piatti (Managing Director)
Commercial Court: Berlin Charlottenburg
Commercial Registration Number: HRB 163796B
VAT-ID: DE 279 410 930
2.10. Section XI shall be amended through the addition of the following paragraph after the last sentence of the current language:
Travel Audience’s entire liability for direct damages arising from any IO is limited to one times the total amount of fees paid by customer to Travel Audience pursuant to such IO for all claims on a cumulative, aggregate basis for the IO term. The applies in respect to any Affiliates, subcontractors (or subprocessors), personnel, officers, and directors of Travel Audience, if liable at all.