Offers advertising space to rent on the website accessible at the address lingoo.eu (hereinafter referred to as the "Site") published by ANGLO FRENCH MEDIA SARL (hereinafter referred to as "LINGOO") located at 86 Boulevard de Belgique – 78110 Le Vésinet – France (VERSAILLES Companies Register no.: B 451 693 071).

LINGOO uses the Site to offer services and presentation and communications tools aimed at families who wish to organise language study holidays for their children either as an exchange or on the basis of a paid holiday.

LINGOO also provides free access on the Site to themed content related to the organisation of language study holidays and a directory of professional providers working in the area of language study holidays.

The Advertiser, as mentioned specifically on the Purchase Order referring expressly to these terms of business, wishes to rent an advertising space on the Site.

1. PURPOSE:

1. The purpose of these Terms of Business is to set out the conditions, on the one hand, for the rental of one or more advertising spaces on the Site by the Advertiser from ANGLOFONE in order to display an advertisement on the site, in accordance with the specifications set out in the Purchase Order (hereinafter referred to as "the specifications") or to which the Purchase Order expressly refers; and on the other, if applicable, for the provision of services to design the advertisement in accordance with the specifications.

2. Under the terms of this contract ANGLOFONE is acting in the capacity of agent for ANGLO FRENCH MEDIA SARL, which has duly authorised it to act in its name and on its behalf to market the advertising spaces on the Site.

3. ANGLOFONE may entrust the marketing of the services with which this contract is concerned to third parties, who will, if applicable, be duly identified in the Purchase Order. ANGLOFONE nonetheless retains, in this event, responsibility for the management and performance of this contract.

2. CONTRACTUAL DOCUMENTS – OFFER – ORDER

2.1 CONTRACTUAL DOCUMENTS

1. The contractual documents, in descending order of priority, are as follows:

a) The Purchase Order(s) signed or submitted online on the Site by the Advertiser and the detailed specifications drawn up by ANGLOFONE and confirmed by the Advertiser; this (these) document(s) will be used as the reference point for determining the compliance of the Services provided by ANGLOFONE under the terms of this agreement;
b) These General Terms of Business for Advertising Services.

These set out the obligations of the Parties in their entirety.

2. In the event of a contradiction between these documents, and unless otherwise stipulated, the document ranked higher shall prevail for the interpretation of the obligation in question.

3. These Terms apply throughout the world; the French version alone shall be deemed authoritative for the purposes of interpretation.

4. Unless otherwise expressly agreed by the Parties and formalised in the Purchase Order(s) and/or the detailed specifications, no other general or specific terms set out in documents sent or submitted by the Parties, correspondence or other commercial documents may be incorporated in this Contract.

Should ANGLOFONE, in exceptional circumstances, formally accept the Advertiser's General Terms of Purchase, these would only apply to cases not otherwise provided for in this agreement.

2.2 OFFER – ORDER

1. A Purchase Order comprising a detailed description of the services to be performed and setting out the price of these services shall solely constitute a firm commercial offer as defined in this agreement.

2. The Purchase Order may either be completed and submitted online on the Site by the Advertiser, or completed and signed as a hard copy and returned to ANGLOFONE by the Advertiser by post, e-mail or fax.

3. ANGLOFONE reserves the right to refuse an order from an Advertiser in the event that the latter fails to provide sufficient evidence of its solvency. All sums and down payments already paid by the Advertiser in these particular circumstances will be refunded within thirty (30) days following notification of the cancellation of the order.

4. Any order placed by the Advertiser and formalised by signing or submitting a Purchase Order online constitutes a firm and final commitment by the latter.

5. In the event of the Advertiser cancelling all or part of its order or postponing it to a later date for reasons not attributable to ANGLOFONE, the Advertiser shall be obliged to indemnify ANGLOFONE for the full amount of costs incurred as at the date of receipt of the formal notification of the cancellation of the order, without prejudice to any potential damages, and to pay any invoices in relation to work in progress.

It will also be liable for a one-off payment of administrative costs in the amount of €150.00 excl. VAT and a penalty payment in the amount of 25% of the ex. VAT amount of the Purchase Order(s) concerned, including any sums due in relation to work in progress.

Any down payments already made will furthermore be retained by ANGLOFONE.

3. DESCRIPTION OF ADVERTISING SERVICES

1. The services with which these Terms of Business are concerned are specified in detail in the Purchase Order(s) signed by the Advertiser.

They refer primarily to the rental of advertising spaces on the Site, the term "Site" also referring under these Terms of Business to the LINGOO newsletters sent by e-mail to Internet users who have subscribed to LINGOO's mailing lists.

2. The precise nature and scope of the services offered by ANGLOFONE on behalf of LINGOO may also be freely viewed on the Site.

4. COOPERATION

1. The parties expressly agree to cooperate closely in the context of their relationship.

2. The Advertiser will provide details in the Purchase Order of a representative who will act as ANGLOFONE's sole point of contact and will make use of all means and resources at its disposal.

3. The Advertiser undertakes to make available to ANGLOFONE all the information and documents necessary for the performance of the services set out in the Purchase Order.

5. OBLIGATIONS OF THE ADVERTISER

The Advertiser agrees and undertakes in respect of ANGLOFONE as follows:

1. The Advertiser must supply the advertisement in the form and within the timescales set out in the specifications;

2. The Advertiser must report to ANGLOFONE without delay any problem of which it becomes aware in respect of:
• the operation of the web server;
• the availability of the Site;
• the availability of the web page containing the advertisement;
• the availability of the advertisement;

3. The Advertiser bears sole responsibility for the content of the advertisement and any damages that may arise as a result of its use or display;

4. The Advertiser must plead ANGLOFONE's case if the latter has a case or claim brought against it in legal proceedings instigated by a third party and alleging a fault on the part of ANGLOFONE arising from the presence, use or display of the advertisement or the information contained therein, and indemnify ANGLOFONE for any monetary penalty (capital and interest) as well as any judicial and extrajudicial costs that ANGLOFONE may incur as a consequence;

5. The Advertiser may not assign to a third party any of its rights in this contract, including, without restriction, those relating to the advertising space, without the prior written agreement of ANGLOFONE;

6. The Advertiser must pay the price of ANGLOFONE's services and the price of any additional services that it may require subsequent to the signature or submission of the Purchase Order(s), in accordance with the payment terms and conditions set out in the specifications.

6. OBLIGATIONS OF ANGLOFONE

ANGLOFONE agrees and undertakes in respect of the Advertiser as follows:
1. The advertisement must be configured, installed and displayed in a professional manner, in accordance with generally recognised industry standards, and in accordance with the specifications set out in the Purchase Order;

2. The web server on which the Site is hosted must have a permanent connection to the Internet, providing uninterrupted access to the Site, except during planned maintenance periods for the web server and during periods when the network is down for reasons that cannot be attributed to ANGLOFONE;

3. Subject to the previous paragraph, the web server must have the capacity to process a large volume of simultaneous requests from Internet users, with no significant impact on the speed at which web pages are downloaded;

4. ANGLOFONE must resolve or arrange for the resolution of any problem affecting the operation of the web server or the Site in the shortest possible time once ANGLOFONE has become aware of the problem or has been informed thereof by the Advertiser, whichever of these two events occurs first;

5. The web server must be protected adequately and on a continuous basis against any unauthorised intrusion, whether physical or virtual, and must offer all the security guarantees generally recognised in the industry;

6. The web server must be maintained on a regular basis and be free from any known and identifiable viruses.

7. FINANCIAL TERMS

7.1 PRICE

1. The amount and payment terms for the sums due from the Advertiser in return for the provision of the Services with which this agreement is concerned are set out in detail in the Purchase Order(s).

2. Any Service and any additional provision requested by the Advertiser and not stipulated in the Purchase Order(s) will be subject to an additional invoice, drawn up on the basis of a quotation accepted by the Advertiser.

3. The prices offered by ANGLOFONE are:
- expressed excluding VAT and in Pounds Sterling, then converted into Euros.

The exchange rate will be calculated as follows:
On 1 January and 1 June of each year, ANGLOFONE will index its exchange rate against the average Pound Sterling/Euro exchange rate in effect during the previous six (6) months;

- payable in Pounds Sterling or in Euros.

4. ANGLOFONE, being a company constituted under English law and based in Great Britain, will apply the VAT regime applicable to transactions originating in Great Britain, as follows:
• All Advertisers based in Great Britain will be charged British VAT in respect of advertising services;
• Corporate advertisers based in the European Union, and which have supplied ANGLOFONE with their intracommunity VAT number, will be exempt from British VAT in respect of advertising services;
• Individual advertisers and corporate advertisers based in the European Union, and which have not supplied ANGLOFONE with their intracommunity VAT number, will be charged British VAT in respect of advertising services;
• Advertisers based outside the European Union will be invoiced the amount excluding VAT for the services with which this agreement is concerned, or with a reduction corresponding to the VAT rate applicable in Great Britain.

5. ANGLOFONE, in respect solely of the service providing a paid insertion of an advertisement in the LINGOO Guide/Directory, provided continuously throughout the period of performance of this agreement, or any new service to which the Advertiser had not subscribed initially, reserves the right to amend its prices at any time subject to adherence to a notice period of two (2) months.
In the event of its refusing this amendment, the Advertiser will be obliged to terminate this contract prior to its expiry, by registered letter with acknowledgement of receipt, in accordance with the provisions of article 15.1 of this agreement.
Failing this, the new prices will be deemed to be accepted irrevocably and will be applied to the invoice following the expiry of the notice period cited above.

6. In respect of the remaining services concerning the rental of advertising space, ANGLOFONE reserves the right to amend its prices at any time, subject to stating this amendment in the "Advertising" section on the Site (LINGOO or ANGLOFONE) at least eight (8) days prior to the new prices coming into effect.

7. ANGLOFONE offers Advertisers publishing a site which, primarily as a result of its positioning, may be appropriate to carry advertisements on behalf of LINGOO, the option of exchanging advertising services of the same value. In this case the Advertiser is invited to make contact with ANGLOFONE in order to agree the terms of such an agreement.

7.2 INVOICING AND PAYMENT TERMS

1. Invoices are sent by ANGLOFONE to the Advertiser to the postal or electronic address indicated in the specification or to any other address that the Advertiser may indicate subsequently to ANGLOFONE.

2.Invoices are issued and sent to the Advertiser once the Advertiser's advertisement has been published on the Site.
For advertising space rental services in excess of a period of two (2) months, ANGLOFONE will issue and send the Advertiser a monthly invoice, following the date shown on the Purchase Order.

3. In the event of the Advertiser being represented in this agreement by a specialist agent, the corresponding invoice will be sent to the latter, who undertakes to ensure its payment in accordance with the terms of article 7.2.3.
In the event of the latter failing to pay, the Advertiser will under all circumstances be solely responsible for the payment in full of the invoices issued under the terms of this agreement, whether or not it may have already paid this sum to its agent.

4. Invoices will be payable at thirty (30) days by cheque, direct debit or bank transfer made payable to ANGLOFONE.
Any delay in payment will entail as of right and without prior notice a demand for late payment interest calculated at one and a half times the statutory rate published by the Bank of England. Advertising space is payable at 30 days from the date of invoice. ANGLOFONE reserves the right, in particular in the event of a failure to pay or a delay in payment in the past, to request any necessary payment guarantees, including a request for early or advance payment or payment in cash on receipt of invoice.

5. ANGLOFONE also reserves the right:
- to demand immediate payment of any sums owing but not yet due;
- to terminate any current order, as of right, retaining any down payments already received, without prejudice to any proceedings for damages;
- in the case of a failure to pay or a delay in payment in the past, to request any necessary payment guarantees, including a request for early or advance payment or payment in cash on receipt of invoice.

8. ADVERTISING RULES

Unless otherwise stated in the specifications in the Purchase Order(s) binding the Parties, ANGLOFONE's advertising rules (hereinafter referred to as "the advertising rules"), which may be subject to change during the course of the performance of this contract, are as follows:

1. The content and display of the advertisement are subject to prior approval by ANGLOFONE;

2. The advertisement and its content must adhere to all applicable laws and regulations, including, but not limited to, laws and regulations concerning intellectual property, advertising, advertising competitions, consumer protection, the protection of personal data and the protection of minors;

3. The Advertiser must provide ANGLOFONE on request with evidence of its right or title to or interest in any copyright, trademark or other intellectual property right concerning one or more elements of the advertisement;

4. The Advertiser must be duly authorised to advertise the company or its products or services;

5. The content of the advertisement must only refer to the company or products and services of the Advertiser itself and not of another person, except in the case of comparative advertising, in accordance with the regulations applicable to comparative advertising;

6. A hypertext link placed at the location of an advertisement may only lead to one of the pages of the Advertiser's own website;

7. The Advertiser must be legally authorised, by a correct and valid title document or licence, to publish the advertisement and its content, including, but not limited to, the names, photographs or portraits of living persons, as well as works protected by copyright and words, series of words and designs making up any trademark;

8. Internationally recognised words, expressions, references, special characters and graphical symbols used to identify copyright, trademarks and other intellectual property rights and their holders must appear where required in the advertisement in respect of texts and graphic elements, whether or not these belong to the Advertiser;

9. ANGLOFONE is free to choose the format and location of the advertisement on the website;

10. Advertisements received by ANGLOFONE after the delivery deadline indicated in the specifications (on average five business days) may not be displayed on the website on the first publication date;

11. Advertisements may be amended at the request of the Advertiser at the price and in accordance with the terms and conditions indicated by ANGLOFONE;

12. ANGLOFONE may, at its entire discretion, refuse to publish the advertisement or withdraw it from the Site if it is of the opinion that any or all of the content of the latter:
• is or may be obscene, libellous, immoral, illegal, defamatory or likely to inspire hatred;
• is of a religious, sectarian, political, trade union or racist nature;
• damages or is likely to damage the reputation of ANGLOFONE, the company ANGLO FRENCH MEDIA or the Site;
• infringes or is likely to infringe a right or title to or interest in intellectual property belonging to a third party;
• causes or is likely to cause any damage whatsoever to a third party, whether directly or indirectly;
• fails to meet one of the advertising rules or specifications;

13) Neither ANGLOFONE nor ANGLO FRENCH MEDIA can guarantee the Advertiser any exclusivity whatsoever concerning the area of activity or the products and/or services covered by the advertisement.

9. ADVERTISING STATISTICS

1.During the term of this contract, ANGLOFONE will make available to the Advertiser statistics relating to page hits and views for the advertisement (hereinafter referred to collectively as "the advertising statistics"), in accordance with the specifications.

2. ANGLOFONE does not offer any guarantee, either express or implicit, in relation to the accuracy of advertising statistics. As a consequence, the Advertiser expressly releases ANGLOFONE from any liability arising from the use of information and statistics by the Advertiser.

10. INTELLECTUAL PROPERTY

1. All rights and titles to and interests in intellectual property in the advertisement supplied by the Advertiser belong to the latter.
2.All rights and titles to and interests in intellectual property in advertisements designed by ANGLOFONE for the Advertiser belong to ANGLOFONE until its design services have been paid in full, after which its rights, titles and interests are assigned to the Advertiser.
3.All elements of the advertisement must be entirely originally and not infringe any copyright, trademark or any right or title to or interest in intellectual property belonging to any third party. If one or more elements of the advertisement has been designed, either in full or in part, by a third party or if a right, title or interest to or in these belongs to the latter, the Advertiser must acquire the appropriate rights allowing it amongst other things to include said element (or a part of it) in the advertisement. Should it fail to abide by any of the obligations referred to above, whether in whole or in part, the Advertiser must:
1) indemnify ANGLOFONE for any damage suffered by the latter as a result of this failure;
2) plead ANGLOFONE's case if the latter has a case or claim brought against it in legal proceedings instigated by a third party and alleging infringement or illegal use, whether actual or perceived, of any copyright, trademark or other right or title to or interest in intellectual property, and to indemnify ANGLOFONE for any monetary penalty (capital and interest) as well as any judicial and extrajudicial costs that ANGLOFONE may incur as a consequence;
3) allow the withdrawal by ANGLOFONE of the advertisement containing one or more of the elements used illegally, or its replacement by an advertisement comprising entirely original elements or to which the Advertiser holds the rights, without delay and at the expense of the Advertiser. Should it fail to perform within the period allowed by a formal notice to remedy, the Advertiser authorises ANGLOFONE irrevocably to withdraw the advertisement, at the expense of the Advertiser.

4. LINGOO is a European Community trademark registered by the company ANGLO FRENCH MEDIA, over which the latter holds exclusive rights notably in the areas of cultural activities and education.
The Advertiser undertakes not to infringe the LINGOO trademark in any way whatsoever, nor to make any use of it whatsoever without authorisation from ANGLOFONE or ANGLO FRENCH MEDIA.

11. CONFIDENTIALITY AND NON-DISCLOSURE

The Advertiser recognises and accepts the fact that ANGLOFONE may offer advertising space rental and advertisement design services to third parties which may be competitors of the Advertiser or which may advertise products or services similar to those of the Advertiser.

As a consequence, the Advertiser should only supply ANGLOFONE with information required for the publication of the advertisement. The Advertiser therefore agrees not to supply ANGLOFONE with information that it considers to be confidential, secret or private. Furthermore, it releases ANGLOFONE from any obligation to keep any information supplied by the Advertiser secret or confidential.

12. GUARANTEES

1. ANGLOFONE is bound to an obligation to use its best endeavours in the performance of this contract, which consists of using all due diligence for the completion of its tasks.

2. ANGLOFONE does not offer any guarantee, either express or implicit, to the Advertiser in relation to:
• the web server and Site, their operation, hardware and software components or access to them via the Internet;
• the consequences, financial or otherwise, actual or perceived, positive or otherwise, arising or possibly arising from the use and display of the advertisement on the Site;
• the ability of people contacting the Advertiser by clicking on a hypertext link in the advertisement or completing a contact request form on the Site, to purchase and pay for the products, goods and services offered by the Advertiser.
ANGLOFONE and the company ANGLO FRENCH MEDIA take no part in any transactions that may be entered into between the Advertisers and purchasers with whom they have been put in contact through the Services with which this agreement is concerned, ANGLOFONE's role consisting solely of presenting advertisements on the Site and, if applicable, putting Advertisers and Site users in contact with each other.

13. LIMIT OF LIABILITY

1. Other than in the event of gross negligence on its part, ANGLOFONE may not be held liable in respect of the Advertiser for any fault or any injury, whether direct or indirect, that may arise therefrom, and the Advertiser releases and holds ANGLOFONE harmless from any claim in any of the following circumstances:
• appropriation, modification, loss or destruction, whether illegal or unauthorised, in whole or in part, of the advertisement;
• loss or destruction of advertising statistics;
• loss of opportunities or business revenue related to the operation or non-operation of the Site, or to the display or non-display of the advertisement on the site or which should be on the site;
• loss of opportunities or business revenue related to the effectiveness or ineffectiveness of the advertisement;
• illegal or unauthorised intrusion by any third party into the web server or the Site;
• introduction of a computer virus into the web server or the Site;
• breakdown or defective operation of the web server hardware;
• temporary congestion of the bandwidth;
• interruption to the Internet connection service for reasons beyond ANGLOFONE's control;
• an error in the design or publication of the advertisement;
• failure to perform the services with which this agreement is concerned because of:
- a failure by the Advertiser to abide by the specifications or deadline for submission of the advertisement;
- a failure to abide by the publication deadline for the advertisement caused by a defect or error affecting the advertisement – in this case the costs related to the redevelopment of the advertisement will be rebilled to the Advertiser in full.

2. Should there be an error in the advertisement for a reason attributable to ANGLOFONE, the latter is entitled to correct said error forthwith, without being obliged to pay any compensation or damages whatsoever to the Advertiser.

3. In all circumstances, ANGLOFONE's liability is limited to the rental value of the advertising space during the period of time between the date on which the error is discovered and the date on which it is corrected.

14. TERM

1.This contract comes into effect on the date of signature or submission to the Site of the Purchase Order by the Advertiser.

2. The term of this contract is that stated in the Purchase Order specifications.

3. This contract will not be renewed automatically on expiry. However, provided it has fulfilled all its obligations under the terms of this contract, the Advertiser may renew it by informing ANGLOFONE thereof at least (10) days prior to the expiry of said rental term.

In this case, this contract will be renewed for a period of the same length as the rental period set out in the Purchase Order specification and under the same terms and conditions, other than the price, which will be based on ANGLOFONE's rates in effect at the time of renewal.

4. This contract will cease in one of the following events:
1) on the expiry of the rental period indicated in the specifications, unless this contract has been renewed, or on the expiry of any renewal period;
2) by the Parties' written agreement to this effect;
3) in the event of termination as set out in this contract;
4) if one of the Parties fails to fulfil one or other of its obligations, within a period of five (5) days following receipt by the defaulting party of a formal notice to remedy or any other shorter period as set out in this contract, and the defaulting party has failed to act within said period;
5) in the event of either of the Parties becoming bankrupt, insolvent or ceasing to trade.

15. TERMINATION

1. The Advertiser may terminate this contract at any time by sending a notification to ANGLOFONE.
However, the Advertiser shall remain liable for the payment of the price for the rental period set out in the specifications and the price of any other services provided by ANGLOFONE, without any reduction or discount.

2. If the Advertiser fails to fulfil any of its obligations under the terms of this contract, despite a formal notice to remedy by ANGLOFONE, the latter may terminate this contract and remove the advertisement from the Site forthwith. It shall then be obliged only to reimburse to the Advertiser any advance payment (or balance of the latter) or any surplus sums received, subject to all its rights and recourse against the Advertiser.

16. MISCELLANEOUS

1. Entire agreement

This contract, its appendices and any subsequent codicils express the obligations of the Parties in their entirety.
No other general or specific terms set out in documents sent or submitted by the Parties may be incorporated in this Contract.

2. Amendments to the contract
This contract may be amended by mutual agreement between the Parties.
These amendments will be set out in a written codicil to this contract.

3. Nullity
In the event that one of the provisions of this Contract should be deemed null and void by virtue of a statutory or regulatory provision either now or in the future or by virtue of a judicial decision constituting res judicata and issued by a competent jurisdiction or organisation, this provision in the contract would be considered as never having been written, with the remaining provisions of the Contract remaining binding on both Parties.

4. Non-renunciation
The fact that one or other of the Parties should not at a given time rely on one of the provisions of these general terms of business may not be considered as a renunciation on its part of the rights it holds herein.

5. Force majeure
Neither of the Parties may be considered to be in breach of this contract if the performance of its obligations, whether in whole or in part, is delayed or hindered subsequent to an instance of force majeure. Force majeure is an external, unpredictable, irresistible event that renders the performance of an obligation absolutely impossible.

6. Non-assignability
Neither party may assign or otherwise transfer to a third party all or part of its rights in this contract without first obtaining written permission from the other party to this effect.

7. Methods of performance
Except in respect of adherence to the specifications, ANGLOFONE is free to choose the methods by which this contract is performed and there is no hierarchical relationship between it and the Advertiser in respect of its performance.

8. Sub-contracting
Unless otherwise specified in this contract, ANGLOFONE may engage any third party to perform this contract. It nonetheless retains responsibility for the management and performance of the contract.

9. Additional services
If the Advertiser requires additional services from ANGLOFONE, and the latter agrees to provide them, a Purchase Order prepared by ANGLOFONE in accordance with the additional services required must be signed by the Advertiser. The nature and price of the additional services currently available will be communicated by ANGLOFONE when requested.

17. APPLICABLE LAW AND COMPETENT JURISDICTION

These terms of business are governed by English law in respect of both substantive and procedural rules.
In the event of a dispute, the French version of these Terms alone shall be authoritative for the purposes of interpretation.
In the event of a dispute arising from the performance or interpretation of these Terms, the Parties agree to meet and attempt to find an amicable solution to their dispute.

SHOULD THIS FAIL, THE DISPUTE WILL BE BROUGHT BEFORE THE COMPETENT BRITISH JURISDICTION IN THE JUDICIAL DISTRICT OF ANGLOFONE'S HEAD OFFICE, NOTWITHSTANDING THE EXISTENCE OF MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.