1 General, scope, conclusion of the contract

1. AutoScout24 Italia S.p.a., with registered office in Via Battaglia, 71 / c - 35020 Albignasego (PD), Italy, VAT number IT03384980284 ("AutoScout24") uses the name AutoScout24 to advertise its websites. Orders will be accepted and executed in accordance with the following terms and conditions ("General Advertising Conditions"). Unless otherwise expressly agreed between the parties, the application of any other terms and conditions is excluded. By placing an order with AutoScout24, these General Terms and Conditions for Advertising will be considered binding for the parties in relation to commercial relations with AutoScout24 concerning the provision of advertising services in favor of professionals on the site www.autoscout24.it (jointly, the "Web sites”) and related applications.
2. The order form sent by the customer to AutoScout24 will be considered a proposal to conclude a contract. In each order form, the customer must clearly specify for which of the Websites he requests advertising services from AutoScout24. AutoScout24 reserves the right to decide, at its discretion, whether or not to accept the proposal sent by the customer. The customer's proposal will be considered accepted and, therefore, the contract between AutoScout24 and the customer will be considered concluded if, within 5 (five) working days from the receipt of the proposal by AutoScout24, the latter will not communicate to the customer its refusal via e-mail or certified e-mail or if, within the same deadline, AutoScout24 will publish the advertisement requested by the customer in its proposal on the Website (s). The proposal cannot be revoked by the customer for the aforementioned period of 5 (five) working days. These General Terms and Conditions for Advertising and the order form duly accepted by AutoScout24 as indicated above ("Accepted Order") constitute the entire agreement between the parties in relation to the subject of the contract. Any verbal agreements between the parties before or after the conclusion of the contract will not be considered legally binding. Any integration or modification of any Accepted Order and of these General Conditions for Advertising must be made in writing, also by email or certified email, so that it can be considered valid and binding. In the event of a conflict between these General Conditions for Advertising and the Accepted Order, the latter will prevail.
3. Any other terms and conditions proposed by or of the customers will not apply, unless AutoScout24 expressly approves the application in writing (also via email or certified e-mail). In particular, the general contract conditions of the customer or other contractual parties will not be applicable, even if not expressly refused by AutoScout24 from time to time.
4. These General Advertising Conditions also apply in the event that the customer and AutoScout24 conclude a written agreement in ways other than those described in the previous Article 1.2. In this regard, any reference to the "Accepted Order" contained in these General Conditions for Advertising will be considered replaced with the reference to this agreement concluded in writing by the parties. Furthermore, in the event of a conflict between these General Conditions for Advertising and the contract concluded in writing by the parties, the latter will prevail.

2 Advertising material, supply and storage

1. The customer is required to provide adequate, complete and correct advertising material. Any discrepancies must be agreed with AutoScout24 without undue delay by email or certified email.
2. Unless otherwise agreed between the parties, the deadline for providing standard advertisements is 5 (five) working days before the start of the advertising campaign and 5 (five) days before the start of the advertising campaign in the case of special advertisements and rich media advertising. If adequate advertising material is not provided within the aforementioned terms, AutoScout24 cannot guarantee that the advertising campaign will be duly implemented and, however, no refund will be made, even in the form of a credit note.
3. AutoScout24 will invoice the customer for the agreed amount in the event that the online advertisement cannot be displayed due to customer’s liability and, in particular, if the advertising material was not provided to AutoScout24 in time or if the advertising material provided is incorrect o has not been properly labeled and structured.
4. Any costs incurred by AutoScout24 in connection with changes that the customer requests to make to the advertising material or that must be made despite being the customer's responsibility will be borne by the customer.
5. Unless otherwise agreed in writing between the parties, the customer cannot withdraw from or cancel the Accepted Order. Unless otherwise agreed in writing between the parties, if the Accepted Order is made by a communication agency and the latter withdraws from or cancels the Accepted Order at a time following the first publication of the advertising material, AutoScout24 will invoice the communication of the amount corresponding to the published advertising material and the services provided by AutoScouts24 plus 50 (fifty)% of the remaining amount agreed with the Accepted Order. Unless otherwise agreed in writing between the parties, if the Accepted Order is made by a concessionaire and the latter withdraws or cancels the Accepted Order at a time following the first publication of the advertising material, AutoScout24 will invoice the concessionaire for the entire amount agreed with the Accepted Order.
6. Any obligation on AutoScout24 to retain the material necessary for the online advertisement will cease with the execution of the relevant advertising campaign. AutoScout24 will return the material to the customer if he requests it in writing within 5 (five) days from the last day of the announcement. Otherwise, AutoScout24 will have the right to destroy the material received.

3 Publication of the advertisement online, right to refuse publication

1. The customer guarantees that the online advertisement and its content comply with all relevant legal provisions and, in particular, that they do not violate any criminal or competition law or the rights of third parties (including but not limited to comprehensive, trademark law, copyright and personal data protection law). In this context, through the design, content or purpose of its online advertisement, the customer must not violate any law, convey immoral content or violate the rights of third parties. The customer guarantees in particular that he respects the above when carrying out his online business and that he does not show pornographic or seditious material or that enhances violence or that he can instigate the performance of criminal acts or give instructions on how to perform criminal acts, as well as do not advertise or allow advertising of pornographic services. The customer guarantees the above with particular reference to the legal provisions of the countries in which the online advertisements are to be published.
2. The online advertising that has been ordered will be displayed by AutoScout24 on the Website (s) indicated in the order form by the customer and on the relevant application in the respective field and with the usual quality of reproduction. The customer will not be able to request that his online advertising be placed at a particular point on the Website (s) or that it be published at a particular time, unless this has been agreed in the Accepted Order.
3. AutoScout24 may, without notice, refuse to show or stop the publication of advertising content that violates applicable laws or prohibitions provided by law, which are immoral, or which have been contested in any capacity by the Competition and Market Authority and by the Giurì in the context of a complaint procedure or where the technical form of the announcement makes publication impossible or unreasonable.
4. AutoScout24 may also interrupt the publication of the online advertisement where it contains links to Internet pages that violate applicable laws, official prohibitions or third-party rights, which are immoral or which lead to Internet pages of AutoScout24 competitors. The customer is not entitled to any damages in such circumstances.
5. If a customer modifies an already published announcement and the modified announcement includes any information accessible through a link to Internet pages whose content falls within the circumstances listed in the previous art. 3.3, AutoScout24 will be able to obscure the ad and stop its publication.
6. AutoScout24 is a provider of a service for the temporary transmission and storage of data provided by customers and, as such, does not act as a broker or customer representative or, in any case, on behalf of the customer. Pursuant to and for the purposes of Article 17 of Legislative Decree no. 70/2003, AutoScout24 is not subject to an obligation to monitor the information transmitted or stored, nor to an obligation to actively search for facts or circumstances that indicate the presence of illegal activities.
7. AutoScout24 also reserves the right to refuse, at its discretion, the publication of individual advertisements, in particular if their content or publication is not deemed to be of interest to the user of AutoScout24 or AutoScout24 itself. The amount to be paid by the customer will be proportionally adequate. AutoScout24 will communicate the reasons for the refusal to the customer without undue delay.
8. If the publication of an advertisement is refused because of its inadequacy from the technical point of view, the customer can provide AutoScout24 with a modified version of the online advertisement. If AutoScout24 does not receive this modified announcement in time, paragraphs 2 and 3 of the previous Article 2 will apply.
9. If the online advertisement is not clearly recognizable, AutoScout24 can identify it as such, in particular by adding the word "advertising" and / or visually distinguishing it from the editorial content to highlight its advertising character.

4 Declarations and guarantees, indemnity, customer rights

1. The customer guarantees that he holds all the rights necessary for the publication of the advertisement. The customer also guarantees that the online advertisement subject of the Accepted Order complies with all the provisions of the law on the matter and, in particular, that it does not violate the criminal law, as well as the copyright or competition law.
2. The customer will be considered the only person responsible for the content of the advertisement as well as for its lawfulness, truthfulness and reliability. The customer undertakes to exempt, hold harmless and indemnify AutoScout24 from any third party claims for any violation of legal obligations and / or third party rights as a result of the publication of the customer's announcement. AutoScout24 is also exempt from any liability for attorney fees arising from claims by third parties, including all attorney fees that will be entirely borne by the customer. The customer is obliged to assist AutoScout24 in good faith by providing information and documentation in connection with any legal proceedings against third parties. AutoScout24 will inform the customer without delay of any measures to be taken in connection with any legal proceedings or legal defense.
3. The customer grants a license free of charge and assigns all copyrights, rights of use and other rights to AutoScout24, in particular the right to reproduce, distribute, transmit, display, extract from a database and download the necessary material for the use and publication of the advertisement in all types of online media, including the Internet, for the duration, for the period necessary and in relation to the content necessary for the performance of the contract. The aforementioned rights will be licensed and assigned without place restrictions and will allow AutoScout24 to publish the advertisement using one of the currently known technical methods, in particular on the Internet, and all forms of online media known.
4. In the event that a customer uses or collects data from advertisements published on AutoScout24 online services, for example by using specialized techniques such as cookies or pixel counting, the customer guarantees that he will comply with the requirements established by Legislative Decree no. 196 of 30 June 2003 (the so-called "Privacy Code") and the European Data Protection Regulation EU / 2016/679 (so-called "GDPR") in the collection, processing and use of personal data.
5. In the event that the customer collects anonymous or pseudo anonymized data (which may, therefore, make it possible to trace the relative natural person) by the persons who access the advertising material provided by the customer to AutoScout24 for the purpose of online advertising, the customer will be entitled to evaluate such data as part of the specific advertising campaign for the specific advertiser on whose behalf the advertising campaign was published. Each evaluation must use only anonymous or pseudo anonymized data generated through advertisements published using the AutoScout24 online services.
6. In addition to the above, the customer cannot process, use or transmit any data (whether anonymous or attributable to certain natural persons) collected by people who access the advertising material provided by the customer to AutoScout24 for the purpose of online advertising. In particular, the customer cannot save, evaluate, use for his own purposes or for any other purpose and / or transmit to third parties any data that comes from the advertisements shown on the AutoScout24 online services. This prohibition also applies to the production of profiles relating to the usage habits of users of the AutoScout24 online services and to any further use of the same.
7. If a customer uses a third-party system to publish online advertisements using AutoScout24's online services, the customer must ensure that the system operator complies with the provisions of this Article.
8. AutoScout24 may transmit the gross advertising sales amounts to AC Nielsen for publication.

5 Guarantee

1. It is not possible, in the current state of the art, to exclude all the risks associated with the use of the Internet. Therefore, except for willful misconduct and gross negligence, AutoScout24 will not be liable for technical defects in the publication of online advertisements, in particular with reference to the continuous and uninterrupted availability of the database, its content and the complete and correct reproduction of the service requested by the customer (online advertising).
2. It is understood between the parties that the maintenance of the system and the interruptions for the so-called "offline back up", within reasonable terms, such as interruptions caused by force majeure or other causes beyond the control of AutoScout24 such as, for example, emergency measures taken to avoid the spread of viruses, must be considered as excluded from the availability period. If an online advertisement cannot be shown at the agreed time for reasons related to content, force majeure, technical reasons or for reasons not attributable to AutoScout24, the advertisement will be published in another environment, where possible equivalent, or will be published as soon as possible possible later. In the event that there is a substantial delay in showing the ad online, AutoScout24 will notify the customer in advance and promptly.
3. After its publication, the customer must check the online advertisement and report any defects to AutoScout24 promptly and, in any case, no later than 2 (two) working days from the first publication. After this period of time, any defect will be considered accepted. If a customer requests to modify the online advertisement after the expiry of this period of time, the costs incurred will be borne by the customer.
4. AutoScout24 does not guarantee in any way neither a minimum number of views nor the success of the accesses made following the views of the advertisements published on the Websites.

6 Responsibility

1. AutoScout24 will be liable for damages caused by willful misconduct or gross negligence and for death or personal injury resulting from acts or omissions of AutoScout24.
2. In compliance with the above, any right to compensation for damages will be limited to direct damages and this liability will be limited to the value of the relevant Accepted Order. AutoScout24 will not be liable for indirect damages and losses, consequential damages or profit losses.
3. In cases not provided for in paragraphs 1 and 2 above, AutoScout24 will not be liable in any case, regardless of the legal basis of the claim. AutoScout24’s disclaimers also apply to the personal liability of AutoScout24 staff, employees, assistants, representatives and agents.

7 Duration, termination and cancellation

1. Except as provided in the Article 3 above and in relation to the interruption of the publication of advertising content and except when agreed between the parties in writing, the duration and expiration of the contract will be governed by the provisions of the Accepted Order.
2. Furthermore, pursuant to art. 1456 of the Civil Code, AutoScout24 may terminate the contract with immediate effect without notice if the customer defaults to one of the following Articles of these General Terms and Conditions for Advertising: 4.1, 4.2, 4.5, 4.6, 4.7, 8.1, 10.1 and 10.5.
3. Accepted Orders that have already been executed cannot be canceled by the customer, unless otherwise agreed between the parties.

8 Payments and payment conditions

1. The terms and conditions of payment are governed in accordance with the provisions of the Accepted Order. The customer agrees to promptly pay the fees.
2. The customer authorizes AutoScout24 to send his communications, including invoices, via email or certified e-mail to the address indicated by the customer.
3. In the event of late payment, the interest on the unpaid amounts will accrue in favor of AutoScout24 as provided pursuant to Legislative Decree no. 231/2002, until full payment of the amounts due, subject to compensation for any further damage suffered by AutoScout24.
4. In the event of default by the customer which lasts for more than 30 (thirty) days from the deadline indicated in Article 8.1, AutoScout24 may suspend the supply of services until full payment of all amounts due, including interest on unpaid amounts on time.

9 Discounts

1. Any discounts on prices are governed in accordance with the provisions of the Accepted Order.

10 Assignment, amendments, safeguard clause and cooperation

1. The customer cannot transfer the contract and / or the rights deriving from it to third parties without the prior consent of AutoScout24 via e-mail or certified e-mail, even in the event of the transfer of a business branch or part of the business branch or the whole company.
2. AutoScout24 may assign the contract and / or the rights and obligations deriving from it to other companies in its group at its discretion, without prior notice and provided that the sale takes place under the same conditions or on the basis of conditions that are not prejudicial to the customer, (ii) to third parties other than companies of its group, by publishing a communication on its Websites and / or by sending a communication to the customer via email or certified e-mail with 30 (thirty) days' notice. In these circumstances, the customer can withdraw from the contract within 30 (thirty) days from the moment he receives this communication from AutoScout24. In the absence of withdrawal by the customer within the period indicated above, the transfer to third parties will be considered as accepted by the customer.
3. AutoScout24 reserves the right to modify these General Terms and Conditions of Advertising in whole or in part, without any obligation to communicate them to customers. This is particularly the case when a change is required as a result of a legal obligation or an extension or modification of the services offered to users. Any changes will take effect from the date of publication on the Websites and will be applicable only to orders placed from that date.
4. It is understood between the parties that if a clause of the contract is declared incomplete, null or ineffective, in whole or in part, the contract will in any case be effective and binding between the parties. The parties agree as of now to replace any incomplete, null or ineffective clause with a new clause that illustrates the real intentions of the parties in the most coherent way possible.
5. The contractual parties agree not to provide information to the media and not to make statements to the press or other public statements relating to contracts concluded or fulfilled, nor to publish or otherwise make such information or statements available to third parties without the prior consent of the other contractual party. Notwithstanding the foregoing, AutoScout24 may mention the collaboration activity regulated by this contract.

11 Applicable law and competent court

1. The contract is governed by Italian law.
2. Any dispute related to the contract will be devolved to the exclusive jurisdiction of the Court of Padua.

Version updated on 4.6.2018

Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, the customer expressly declares to have read and accepted the following provisions of these General Conditions for Advertising: 1.2, 1.3 and 1.4 (General, scope, conclusion of the contract); 2.2, 2.3 and 2.4 (Advertising material, supply and conservation); 3.2, 3.3, 3.4, 3.5, 3.7 and 3.8 (Publication of the online advertisement, right to refuse publication); 4.2 and 4.3 (Declarations and guarantees, indemnity and customer rights); 5 (Guarantee); 6 (Responsibility); 7.1 and 7.3 (Duration, termination and cancellation); 10.1, 10.2 and 10.3 (Transfer, changes / safeguard / cooperation clause); 11 (Applicable law and jurisdiction).