French version here
1. DEFINITIONS
"Advertising": refers to any announcement by the Client, regardless of the format, consisting in particular of a commercial name, a text presenting the Client's company or activity, a clickable URL link and intended to promote the Client's brand(s) and/or the supply of good(s) or service(s).
"AUDION": refers to AUDION, a French company par actions simplifiée with capital of 7694 euros, registered with the Paris Trade and Companies Register under number 834 462 061, and whose registered office is located at 85 rue Jouffroy d'Abbans, 75017 Paris.
“Content”: means the titles, rushes, brand podcasts, advertising messages in hostread or voice actors, promotional messages (trailers), social network formats, videos and displays created by AUDION as part of the Audion Stories services.
"Contract": means all the contractual documents consisting of these general terms and conditions and any appendices thereto and the related to the Insertion Order.
"Client": means the advertiser acting directly or through an agent (advertising agency, central space buying office) to whom the advertiser has entrusted the purchase of space and who is identified as such in the Contract. Agents acting in the name and on behalf of advertisers must provide proof of their status by means of a mandate certificate or any other written means.
"Deliverable" means an item delivered by Audion to the Client as part of the Services. The Content is included in the Deliverables.
"Insertion Order" means the order form signed by the Client, including in particular the Client's instructions relating to the campaign medium, the campaign start and end dates, the broadcast locations, the targeting format and the number of spots.
"Intellectual Property Rights" refers to all intellectual property rights, and in particular copyrights, rights relating to computer software, patents, patented and unpatented inventions, designs and models, trademarks, know-how, trade secrets, database rights, domain names, as well as all applications and registrations relating to the above, throughout the world.
"Media": refers to the fixed and mobile Internet sites of the publishers or affiliates contacted by Audion on behalf of the Client and able to display the Client's Advertising.
"Services": means all the services provided by AUDION on behalf of the Client within the framework of the Contract.
“Terms and Conditions” refers to this document.
2. CONTRACT
Only the Terms and Conditions apply to the Insertion Order, to the exclusion of all other general terms and conditions in particular the general terms and conditions of the Client.
The Terms and Conditions applicable are those in force on the date the Insertion Order is signed by the Client
The mere fact that the Client enters into a Contract implies :
- to have read the Terms and Conditions and to accept them in full;
- to comply with the rules relating to advertising and, in particular, with French regulations on transparency in economic life, the fight against fraud, corruption and influence peddling (Sapin I and II laws), personal data (GDPR, CNIL regulations), as well as all rules governing advertising and digital media.
3. ASSIGNMENT
The Contract may not be transferred in whole or in part by the Client.
4. SERVICES
As counterpart for payment of the price mentioned in the Insertion Order, AUDION provides the following Services to the Client:
- Responding on behalf of the Client to bids from demand-side platform ("DSP") publishers;
- Search for Media;
- Distribution of the Advertising;
- Drafting of a campaign report (media reporting);
- At the Client's option, measurement of the digital impact of an Advertising;
- Special Advertising operations ("Audion Stories").
The Services are provided under the conditions detailed in this Contract.
5. AUDION STORIES
Audion Stories services include:
A Content creation service :
- the creation of Dynamic Creative Optimisation advertising messages. Adaptation of the message in real time according to different parameters (geolocation, temporality, weather);
- the creation of a sponsorship message in the form of a ‘host-read’ in the voice of the podcast host or a classic sponsorship message in the voice of an actor;
- the creation of a tailor-made episode for a Client in line with the podcast's editorial line, in order to relay the advertising message and embody the communication (‘co-branding’);
- the creation of trailers (or promotional messages), guaranteed ‘feed drop’ listening (brand podcast integrated into the feed of AUDION partner podcasts);
- brand podcast: the podcast is created specifically for the Client's brand.
(hereinafter the "Broadcast Campaign").
- An amplification service to generate advertising audience; and
- An audience targeting service.
Audion Stories services include the design, production, hosting and distribution of the Client's branded podcast.
Hosting of the branded podcast is included in the price of the Services for a period of one year from the date of signature of the Contract.
At the end of this period, the Parties agree to discuss the terms and conditions, including the financial terms and conditions, for hosting the Broadcast Campaign.
As part of the Audion Stories services, AUDION contracts with podcasters and/or a third-party production company to create the Customer's content delivery and/or media campaign.
The Broadcast Campaign begins on the date on which AUDION takes steps to create the adapted content or enters into a contract with a podcaster and/or a production company to create the Broadcast Campaign.
6. Validation of the Contract - Cancellation/postponement/modification of the Contract
Upon receipt of the Customer's Contract and subject to AUDION exercising its right to refuse the Advertising under the conditions described below, the Advertising will then be broadcast on the Media listed in the Insertion Order.The Insertion Order must be returned by the Customer to AUDION no later than fifteen (15) days before the date on which the Advertising is scheduled to go online. Only Insertion Orders signed by the Customer will be taken into account.
6.1. General case
In the event of a request to cancel the Customer's Contract made by any written means received by AUDION:
- between the period of thirty (30) days and fifteen (15) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will charge the Customer, in addition to the amount of the Contract, compensation equal to 25% of the said amount of the cancelled Contract.
- between the period running from fifteen (15) days to five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will invoice the Client, in addition to the amount of the Contract, compensation equal to 50% of the amount of the cancelled Contract; less than five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will invoice the Client, in addition to the amount of the Contract, compensation equal to 75% of the amount of the cancelled Contract.
- In the event of an advertising campaign postponement formulated by any written means by the Client and received by AUDION less than five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will invoice the Client, in addition to the amount of the Contract, compensation equal to 20% of the amount of the cancelled Contract.
The indemnities are non-discharging.
Any request for modification of the Contract, even partial, sent by any written means during the execution of the Insertion Order, unless agreed between the Client and AUDION, the latter will invoice the Client, in addition to the amount of the Contract, compensation equal to 30% of the amount of the Contract.
6.2. Special case of Audion Stories services
As part of the Audion Stories services, the Client may cancel all or part of the Insertion Order subject to payment of the following indemnities (the "Indemnities"):
- In the event of cancellation within sixty (60) working days prior to the date of first broadcast of the Advertising: the Client will be liable to pay 50% of the net amount of the Contract;In the event of cancellation within thirty (30) working days prior to the date on which the Advertising is first broadcast: the Client shall be liable to pay 75% of the net amount of the Contract;
- In the event of cancellation within fifteen (15) working days prior to the date on which the Advertising is first broadcast: the Client shall be liable to pay 100% of the net amount of the Contract. These indemnities are non-discharging. In the event that the cancellation occurs after the Broadcast Campaign has been initiated, in addition to the Indemnities, all production costs, and in particular the costs of any service providers commissioned by AUDION to carry out all or part of the Broadcast Campaign, may be invoiced by AUDION to the Client.
7. Technical details - Advertising content
It is the Client's responsibility to provide AUDION with the elements of the Advertising that it will have designed or manufactured at the latest, one (1) week before the publication date set out in the Insertion Order. This deadline may, for technical reasons, be increased or decreased depending on the type of Advertising to be broadcast at the request of AUDION, which will then inform the Client when the Insertion Order is signed.In the event of late submission of Advertising elements by the Client, AUDION reserves the right to postpone the campaign depending on inventory availability, without the Client being able to claim any compensation whatsoever.Furthermore, in the event of late delivery of the Advertising elements, AUDION undertakes to make its best efforts to deliver 100% of the volume ordered. If, despite its best efforts, AUDION is unable to deliver 100% of the volume ordered, the Client may not claim any compensation whatsoever.For all formats, in the event of late delivery of the Advertising elements resulting in the non-appearance of the Advertising ordered or a shift in the planned publication date and/or the non-delivery of 100% of the volume ordered by the Client, AUDION will invoice the Client the amount stipulated in the Contract.If the Advertising does not comply with the technical characteristics required by AUDION and/or the applicable regulations, the Client must make the necessary changes within the time required for the Advertising to appear. These deadlines will be specified by AUDIONIn the event of persistent non-compliance with the said technical specifications, AUDION reserves the right not to broadcast the Advertising in whole or in part without the Client being able to claim any compensation whatsoever. In such a case, the full price of the Advertising will be payable by the Client whether or not the Advertising has been broadcast.AUDION declines all responsibility for any defects or errors that may result from the use of the technical elements provided by the Client.It is specified that the aforementioned provisions relating to the late submission of Advertising elements and to any request for cancellation, postponement or modification of the Advertising are distinct from one another. Consequently, the penalties provided for by the said provisions may be accumulated as soon as the conditions for their application are met. Moreover, these penalties apply without prejudice to any other damages to which AUDION may be entitled.
8. Right of refusal
AUDION may, for technical or legal reasons, decide to refuse the Contract or ask the Client to modify the Advertising, without the Client being able to claim any compensation in the case of Advertising used to promote products or services competing with those of AUDION or the Media or promoting products and services contrary to public order and laws and regulations.AUDION's failure to exercise its right to refuse an Advertising shall not incur AUDION's liability and shall not be considered as AUDION's validation of the latter's compliance with the provisions hereof and/or with the regulations in force, or as AUDION's waiver of its rights hereunder.In the event of refusal of such Advertising, AUDION may automatically terminate the Contract, cancel or suspend any Advertising in this respect. In this case, the Client will only be bound by the payment of the sums due for the Advertising already broadcast, except in the event of a fault attributable to the Client. In this case, AUDION may also claim any compensation from the Client. AUDION hereby grants the Client no exclusivity in any form whatsoever.
9. Order execution report - Campaign review and digital impact
At the end of each Advertising Campaign, AUDION will send the Client by e-mail a campaign report to enable him to measure the effectiveness of a campaign.The Client accepts and acknowledges that the methods and technologies used by AUDION to draw up the campaign report take precedence over any other method or technology used. Consequently, in the event of a dispute, the data contained in the campaign report provided by AUDION shall serve as official and definitive data and shall be deemed authentic between the Parties.The said data shall prevail over any other data recorded by the Client or any other third party and shall alone be accepted as proof.In addition, at the Client's choice and upon option subscribed to within the Insertion Order, AUDION may request, on behalf of the Client, from partner service providers, the performance of a digital impact study enabling the Client to identify which audiences are most receptive to the campaign and the effects of a campaign (e.g. in terms of visits to points of sale, geographical area affected, etc.).
10. Intellectual Property 10.1. Ownership of content and Advertising - license.
The content and Advertising exclusively created or put online by the Client are owned and controlled exclusively by the Client. For the sole purpose of enabling AUDION to provide the Services to the Client, the Client grants AUDION, free of charge, a non-exclusive and sub-licensable right to access, use, reproduce, represent, store and adapt the content and the Advertising, including, in particular, the brands, logos, creations protected by copyright as well as all distinctive signs appearing in the Advertising, as well as all the data it communicates, for the duration of each Insertion Order. This license includes all the rights necessary to enable AUDION to provide the Services. It is the Client's responsibility to ensure that it has the necessary rights and authorisations to broadcast, distribute and generally exploit its Advertising.AUDION accepts that the Intellectual Property Rights of the Advertising created exclusively by the Client belong to the Client and remain its property. The Client has the right to use and re-use the Advertising as it sees fit.
10.2. Transfer of Deliverables as part of AUDION STORIES services
AUDION transfers to the Client, subject to payment of the price, the Intellectual Property Rights that it holds attached to the content created by AUDION on behalf of the Client as part of the performance of the Audion Stories services, for the legal term of protection of the Intellectual Property Rights and for the whole world.The Intellectual Property Rights attached to the Content created by AUDION on behalf of the Client as part of the performance of the Audion Stories services are transferred to the Client, with the exception of the rights of adaptation, the rights of continuation and the creation of derived content, which are retained as the exclusive property of AUDION for the legal term of protection of the Intellectual Property Rights attached to the Content.The right to adapt, the right to continue and the right to create derivative content are understood to mean the right to adapt all or part of the Content, to modify it, to arrange it, to create a continuation (spin off, prequel, sequel) or a derivative work, using all or part of the Content, in the form of a podcast or any other audio or visual form, for the purposes of all types of exploitation or distribution, in particular commercial.Consequently, the Client may not create, exploit, distribute, directly or indirectly, by a third party, content derived from the Content or adapt the Content without the express prior authorisation of AUDION. This authorisation may give rise, where applicable, to the payment of financial compensation by AUDION.The Deliverables provided by AUDION to the Client may contain the words ‘Produced by Audion’ when AUDION acts as producer of the content. In this case, the Client undertakes not to damage this mention and to maintain it in the Deliverable.
10.3 Reservation of ownership apart from AUDION STORIES
Apart from the Deliverables provided by AUDION as part of the Audion Stories services, the Client acquires no right of ownership or use over the solutions, programs, creations, screen shots as well as over all trademarks, logos, distinctive signs and, more generally, over any Intellectual Property Rights made available to the Client by AUDION or to which the Client may have access as part of the Services, which remain the exclusive property of AUDION.
10.4 Communication
It is agreed that the Advertising covered by this Contract as well as the corporate name, trademark and logo of the Client may be reproduced by AUDION for advertising purposes in any document and on any commercial or promotional medium. The Client certifies that it is able to authorise the use, reproduction and representation thereof and warrants AUDION against any action for infringement, unfair competition or parasitism that may be brought against it as a result of the use, reproduction and representation of the aforementioned elements of the Client by AUDION.
10.5. Ownership or use of data
The provision by each of the Parties to the other of any documents, files or data entails the granting of only those rights that are necessary for the performance of the Contract and does not affect the Intellectual Property Rights of the sending Party in these elements.Each of the Parties retains all rights to the documents, files and data belonging to it. The reproduction or any other use of the documents, files or data entrusted by one of the Parties to the other for purposes other than the performance of the Contract under the terms hereof is prohibited without the prior written authorisation of the Party having entrusted these elements to the other.Each of the Parties undertakes to take all appropriate measures to prevent the loss or destruction of these documents, files or data, which remain subject to the confidentiality obligations stipulated in the Contract. In particular, each of the Parties undertakes to make the necessary back-ups of all the data on its systems over which it has control and which could be impacted, modified or destroyed by the Development Services. In the event of default by the owner Party, the other Party may under no circumstances be held liable for any loss or alteration of data.If one of the Parties so requests, the other Party undertakes to return all documents, files or data entrusted to it, and in particular all functional, graphic, economic, commercial and strategic elements, and not to retain any copy thereof.Each Party shall be responsible for ensuring that its employees and any subcontractors comply with the obligations set out in this Article.
11. Prices, invoicing and payment terms
The rates, commercial conditions and general conditions in force on the day the Contract is signed shall apply to invoicing.Rates are indicated exclusive of taxes; all duties, taxes and levies collected on the broadcasting of advertising messages are the responsibility of the Client. They do not include the cost of producing the technical elements that the Client must transmit to AUDION for the broadcast of its advertising messages on the Media.Invoices will be issued as soon as the Advertising campaign goes online. They will be sent to the Client Advertiser and, where applicable, a copy will be sent to the Client Agent.Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing by AUDION. Payments by cheque or bank transfer, or by bills of exchange, even if accepted, will not result in any change or derogation. Refusal to accept our drafts or non-payment of a single instalment shall render all outstanding debts immediately payable. Early payment shall not give rise to any discount.In the event of a payment incident or delay, AUDION reserves the right ́ to terminate or suspend the distribution of orders in progress to the exclusive detriment of the Client. The Client Agent, prior to the conclusion of the Contract, has brought to the attention of its Client Principal the terms and conditions of the Contract subscribed, including the General Terms and Conditions, and has ensured their express acceptance by the Client Principal.If the Client fails to pay in full or in part, the provisions of article 441-10 of the French Commercial Code will apply: any sum not paid by the due date stated on the invoice will give rise to :the payment of late payment interest payable from the due date in question until full payment on the basis of three times the legal interest rate, without any reminder from us being necessary; payment of a flat-rate indemnity for collection costs equal to 40 euros. If the collection costs incurred by AUDION are higher than the amount of this fixed indemnity, AUDION will request, on justification, additional compensation from the Client concerned.AUDION reserves the right to modify the terms of payment (possible request for advance payment), to refuse or suspend any Client Contract that does not present sufficient financial guarantees validated by AUDION's administrative and financial management.
12. AUDION's liability
AUDION undertakes to broadcast the Advertising or create the Broadcast Campaign subscribed to by the Client in accordance with the terms of the Contract. In the event of a change in the conditions under which an Advertising is produced and/or broadcast, AUDION will inform the Client and obtain its Contract to the planned changes. In this case, the Client may cancel the Contract exclusively on the basis of real and serious grounds and without being able to claim compensation of any kind whatsoever.If the scheduled broadcast date cannot be met due to AUDION's fault, another broadcast date will be set at the Client's convenience under the same conditions as those stipulated in the Contract. If the Client does not agree to a new date for broadcasting the Advertising, the Contract will be cancelled and will not give rise to any invoicing. In such a case, the Client may not claim any compensation whatsoever.AUDION may not be held liable in the event of delay, poor execution or non-execution of the Contract resulting from the Client or the Media or due to a case of force majeure or an act of God. AUDION assumes no responsibility for interruptions or malfunctions of the Internet network.Under penalty of foreclosure, in the event that AUDION's liability is called into question directly as a result of a fault committed by AUDION and proven to be such, any claim against AUDION must be notified to AUDION by registered letter with acknowledgement of receipt within a maximum period of thirty (30) days following the event giving rise to the claim.Any failure by AUDION in the performance of one of its obligations shall only entitle the Client to compensation in the event of a proven loss.In any event, AUDION shall not be held liable for indirect damages such as, in particular, any additional costs, commercial prejudice, financial prejudice, loss of Clients, loss of sales, loss of profit, loss of orders, loss of data, loss of savings, any commercial disturbance whatsoever, loss of earnings, alteration of brand image, even if such damages were foreseeable and had been brought to its attention.AUDION may not be held liable in any way in the event of copying, counterfeiting, imitation and generally any reproduction of all or part of the Advertising by a third party, or any incident of publication due to disturbances on the electronic communication network.In all cases and without prejudice to the foregoing provisions, the liability of AUDION's liability shall be limited to the amount of the Insertion Order that led to the liability being triggered, regardless of the cause of the liability being triggered and all causes combined.
13. Client warranties
The hypertext link installed behind the Advertising must redirect exclusively to a Client site.The Client warrants AUDION against any recourse, claims and/or convictions or other consequences that could result from the action of a third party due to this connection, in particular in the event that the content of the Client's site, as well as sites redirected from this site are contrary to the regulations in force.The Client warrants that the Advertising complies with the characteristics, in particular, technical and graphic characteristics imposed by AUDION, of which it assures having taken note, prior to the signature of the Contract.Except in the case of Audion Stories services, the Client is solely responsible for the complete content of the Advertising, regardless of its distribution on AUDION Media.The Client expressly declares that it has the necessary authorisations and rights in respect of literary and artistic property, industrial property (trademarks, designs, models) and, where applicable, the image rights of any person featured in the Advertising, in respect of any element featured in the Advertising, and that the Advertising and the Client's site to which it refers comply with public policy, accepted standards of behaviour, any legal, administrative or ethical rules relating to its profession, and the recommendations of the Autorité de Régulation Professionnelle de la Publicité.In any event, the Client is liable for damages of any kind, caused to AUDION and to any third party, which would find their source in the non-respect of legal obligations or contractual commitments, and/or in the Advertising. The Client guarantees AUDION against any condemnation or other consequences that may result from the action of a third party.The Client undertakes, both on its own behalf and on behalf of any service provider and/or intermediary, to comply with all rules whatsoever relating to the protection of user data, the processing of electronic communications data and the use of tracking technologies such as tags and cookies, and to direct marketing.The processing of personal data within the framework of the Contract and the respective obligations of AUDION and the Client in their capacity as processor and data controller are detailed in the Appendix.
14. Collaboration
Each Party undertakes to cooperate actively to ensure the proper performance of the Contract. Each of the Parties undertakes to answer questions from the other Party and to communicate to it all information necessary for the performance of the Services, as well as any difficulties that may have a significant impact on the Services of which it is aware. Each of the Parties undertakes to make itself available for any exchange by any means of telecommunication or in a physical meeting that may be necessary for the proper performance of the Services.
15. Suspension – TerminationIn the event of a serious breach by one of the Parties of its obligations under the terms of the Contract, the Party that is the victim of this breach may, after having sent to the other Party by registered letter with acknowledgement of receipt a formal notice to cease the breach, which has remained unsuccessful for a period of seven (7) days, immediately and automatically terminate the Contract, without any legal formalities and without prejudice to any other rights and remedies that it may have.In addition, in the event of a breach by the Client of its obligations under the Contract, AUDION reserves the right to take any appropriate measure made necessary by the circumstances and in particular :suspend access to the Client's services with immediate effect;remove any Advertising that may infringe the rights of third parties or applicable laws and regulations.
16. Subcontracting
AUDION may use subcontractors to provide the Services.The use of these subcontractors will be in compliance with the Contract and legislation. In any event, AUDION shall remain jointly and severally liable for the performance of the services entrusted to any subcontractor, as if it had performed them itself.
17. Confidentiality The Client and AUDION agree to consider as strictly confidential all information and documents exchanged within the framework of the present, including the Contract, and this from the first exchanges whatever they may be, during the performance of the Contract and when the latter is terminated for any reason whatsoever.
18. Force majeure
In the event of force majeure, performance of the Contract is initially suspended. Any event meeting the criteria laid down by the French Civil Code and French case law, and more generally any event outside AUDION's control that prevents the normal performance of the Contract, shall be deemed to be a case of force majeure. If this event lasts more than ninety (90) days, the Contract may be terminated by AUDION, ipso jure and without legal formalities, by sending a registered letter with acknowledgement of receipt with immediate effect, without the Client being able to claim compensation of any kind whatsoever. The Client undertakes to pay the amounts due in respect of the Advertisements already published on the date of the force majeure event.
19. Modification of the terms and conditions The general terms and conditions of sale applicable to Advertising are those in force at the time the Contract signed by the Client is sent.AUDION reserves the right to modify the general terms and conditions of sale at any time. Any new version of the said terms and conditions will be available on audion.fr and will apply immediately to the Client.
20. Invalidity If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations of the said contractual documents will retain all their force and scope.
21. Applicable law - Jurisdiction
The Contract is governed by French law.In the event of a dispute, the Paris Commercial Court shall have sole jurisdiction.
APPENDIX 1 - PROTECTION OF PERSONAL DATAIn performing the Services, the Client thus acts as the data controller and Audion acts as the data processor within the meaning of French Law 78-17 of 6 January 1978 "Informatique et Libertés" and the RGPD (hereinafter the "Applicable Personal Data Regulations").The Parties agree to comply with their obligations under the Regulations applicable to personal data.
I. Personnal data processed by the Client when using the PlatformAudion provides a SaaS Plateform which is a real time server-side ad stitching on podcasts and text-to-speech solution.While using the Services, the Client is the data controller and Audion is the data processor within the meaning of French Act 78-17 of 6 January 1978 "Informatique et Libertés" and the GDPR (hereafter the "Personal Data Regulations").
a. Obligations of the Client as data controllerIt is the Client's responsibility to comply with the obligations relating to the information of data subjects and the exercise of their rights.
b. Audion’s obligations as a Data processorWhen processing data on behalf of the Client, Audion undertakes to comply with its obligations under the applicable Personal Data Regulations.
i. Description of the Data ProcessingFor the Term of the Contract, Audion is authorized, as a processor, to process on behalf of the Client the personal data necessary to provide the Services under the following conditions:Nature of the processing: collection, recording, organization, structuring, hosting, erasure or destruction, accessPurpose of the processing: to perform the Services.The type of personal data processed: identification data (name, first name, email address) ; technical data (login data, user name, password, IP address, user agent).Categories of data subjects: Visitors to the web pages where the audio conversion takes place, prospects of the Client, employees of the Client.
ii. Data processor’s obligations with regards to the controllerAudion undertakes to:process the personal data provided by the Client only on behalf of the Client, in accordance with the Client's documented instructions and for the sole purpose of performing the Contract ;if Audion considers that an instruction of the data controller constitutes a violation of the GDPR or any other provision of EU Law or the law of the Member States relating to data protection, it shall immediately inform the Client.not to transfer personal data to a third country or to an international organization, that do not provide adequate guarantees for the protection of personal data, unless it complies with the terms of this Article or is required to transfer such data under applicable law; in this case, Audion will inform the Client of this legal obligation prior to the transfer, unless the applicable law prohibits such information for important reasons of public interest;guarantee the confidentiality of the Data processed under the Contract;implement all necessary measures to ensure that its employees implied in the achievement of the Services are informed and trained in an adequate way to respect the undertakings subscribed by Audion in terms of confidentiality and security of the personal data in accordance with this Agremeent;inform the Client, as soon as possible after they become known, and in writing, of any incident relating to the processing and the safety of the personal data and in particular any access, disclosure, use or unauthorized access or modification or destruction of the personal data, by specifying the measures which are implemented by Audion to end the incident and to prevent its renewal ;cooperate with the Client, in the context of compliance with its legal obligations under the Regulations applicable to personal data, and in particular for the exercise of the data subject's right, carrying out impact analysis and exchanges with the supervisory authorities;at Client's option, erase all personal data or return it to the Client at the end of the Contract and destroy existing copies, unless applicable law requires retention of personal data;make available to the Client all information necessary to demonstrate compliance with the obligations under this Article and to allow for and contribute to audits, inspections, conducted by the Client or another auditor mandated by the Client;take into account, with regard to its tools, products, applications or services, the principles of data protection from the design stage and data protection by default;implement all necessary technical, organizational and structural measures to ensure the confidentiality and security of personal data, considering the nature of the personal data and the risks presented by the performance of the Contract, and in particular to prevent them from being distorted, damaged or communicated to unauthorized third parties, and more generally, to implement the necessary measures to protect personal data against any accidental or illicit destruction, accidental loss, alteration, diffusion or unauthorized access.Audion declares that it keeps a written record of all categories of processing activities carried out on behalf of the controller.
iii. Localization of the Data processingAudion commits itself to the fact that the personal data that it processes on behalf of the Client are processed from a member country of the European Union or within any other country recognized by the European Commission as having a sufficient level of protection of the personal data with regard to the protection of the private life and the freedoms and fundamental rights of the people.By way of exception, Audion will be able to transfer outside the European Economic the personal data which are entrusted to him by the Client Area for the needs of the Contract.Before any transfer of data, Audion undertakes to:provide to the Client the list of the countries located outside the European Economic Area to which Audion will transfer data;cooperate with the Client to ensure the implementation of adequate procedures to comply with the applicable Personal Data Regulations;if necessary, to implement the standard contractual clauses governing the transfer of Personal Data as adopted by the European Commission.
iv. Data Sub-ProcessorThe Client is informed that within the framework of the Services, Audion is likely to use subcontractors (hereinafter referred to as the "Data Sub-Processor").Audion only uses Data Sub-Processor who provide sufficient guarantees that they have the implementation of appropriate security, technical and organizational measures to ensure its compliance with the applicable Personal Data Regulations.Within the framework of the Contract, Audion may subcontract all or part of the processing to Data Sub-Processor.The list of authorized Data Sub-Processor is set out in point v. of this Appendix. The Client is informed of any changes to this list.
