THIS DOCUMENT WORKS AS AN EXAMPLE FOR THE TERMS AND CONDITIONS CRITEO PARTNERS TEAM WILL SEND TO THE PARTNER:
Criteo Premium Partners Terms
19 April 2021 - update, Prepared by Paul McClenaghan, Senior Legal Director
By participating in Criteo Premium Partners (“Premium Partners”), the third party (“Partner”) acknowledges and accepts the below terms and conditions (“Premium Partners Terms”). Criteo S.A. (“Criteo”) and Partner are each a “Party” and together the “Parties”.
These Premium Partners Terms set out the obligations, expectations and liabilities of each Party in relation to Premium Partners. These Premium Partners Terms are an addendum to the Criteo Partners Terms and Conditions (as available here Criteo Partners Terms and Conditions : Criteo Advertising Academy (exceedlms.com))(“Partners Terms”) and are only valid if Partner has accepted the Partners Terms. If the Partner has not accepted the Partners Terms, or the Partners Terms are terminated, these Premium Partners Terms are null and void. In the event of any conflict between the Partners Terms and these Premium Partners Terms, these Premium Partners Terms shall take precedence.
The person accepting these Premium Partners Terms does so on behalf of Partner and represents and warrants that (s)he has the authority to do so.
1. Criteo Premium Partners Framework
1.1. The scope of Premium Partners is to provide Partner with incentives and opportunities, in addition to any provided under the Criteo Partners program.
1.2. These Premium Partners Terms are conditional on the following:
1.2.1. Partner must have validly executed the Partners Terms.
1.2.2. Partner must be “certified” in relation to the Criteo Partners program.
1.2.3. Partner must have two team members pass the Criteo Advertising Professional technical certification.
1.2.4. Partner must legally represent clients (either end-clients running advertising campaigns or media agencies that represent end-clients).
1.3. This relationship is non-exclusive for both Parties. Neither Party shall be construed as the other’s representative and neither one is implicitly authorized to commit the other to any obligations of third parties. None of the provisions of these Premium Partners Terms shall be deemed to create an employment or commercial agency relationship between the Parties.
1.4. Partner shall promote and market Criteo’s services and undertakes to act in accordance with sound commercial principles in its relations with third parties and to do nothing that could be prejudicial to Criteo’s commercial interests.
1.5. Partner shall participate in feedback (including interviews, surveys etc) as reasonably requested by Criteo from time to time.
1.6. Partner shall engage in a platform-first approach, using self-service tools to manage advertiser campaigns autonomously and focused on Criteo’s current standard products and services as available. In the event of limitations due to unavailability of functionality within Criteo’s platforms and tools, Criteo shall offer a partly managed service as appropriate.
1.7. At all times, Partner shall comply with relevant local laws including any laws, restrictions, practices including those that place an obligation of transparency on Partner in relation to financial benefits. If provision of financial benefits or incentives is not permitted under relevant local law, Partner shall notify Criteo and shall not be entitled to receive such a benefit. In particular, the financial benefit shall not be available to Partners based in France nor to ad campaigns aimed at a French audience.
2. Termination of participation in Premium Partners
2.1. Unless terminated earlier in accordance with its terms, these Premium Partners Terms shall apply as of the date of signature (second signature date) and shall continue for a period of one year (the “Term”).
2.2. Each Party may terminate these Premium Partners Terms on written notice to the other Party: (i) with immediate effect if the other commits a material breach of any of its obligations under these Premium Partners Terms which cannot be remedied, or in the case of a remediable breach, fails to remedy it within 14 days of the date of receipt of a notice from the other specifying the breach and requiring it to be remedied; or (ii) if a force majeure event occurs that has continued for a minimum period of one month; or (iii) at any time for convenience with a one-month notice period.
2.3. Termination of these Premium Partners Terms does not affect any advertising campaigns that Partner may be running with Criteo, nor does it affect the Partners Terms.
3. Financial thresholds
3.1. In consideration of services provided by Partner and subject to Partner performing its obligations under these Premium Partners Terms, Partner shall be eligible to receive an additional financial benefit in accordance with the requirements set out below.
3.2. In order to be eligible for this financial benefit, Partner must reach these requirements:
3.2.1. Partner launches at least one new Criteo advertising campaign after these Premium Partners Terms are executed, and, within 90 days, that advertising campaign reaches a minimum amount of 5000 USD (tax excluded), or local equivalent as calculated by the conversion rate at the time.
3.2.2. Partner meets a minimum spend requirement of 10 000 USD (tax excluded) per month (calculated from 27th of the month to 26th of the following month), or local equivalent as calculated by the conversion rate at the time.
3.3. Upon meeting the above requirements, Partner will receive a discount of ten percent (10%) of the following months’ spend, such discount based on the calendar month spend. The discount calculation shall include a +/- 5% margin of error.
3.4. The discount will be detailed on the invoice(s) issued to Partner in the month following completion of the requirements. For the avoidance of doubt, where the Partner has multiple ad campaigns (and may receive multiple invoices from different Criteo affiliates), the discount shall be applied in relation to all invoices issued for the qualifying month.
3.5. If Partner does not qualify for a discount in any given month, invoices shall be issued without a discount. However, these Premium Partners Terms shall continue to apply, and Partner may be eligible for a discount in following months.
3.6. For the avoidance of doubt, Criteo shall only provide one financial benefit to Partner, having satisfied the requirements, and not on a per campaign basis.
3.7. In order to be eligible for Premium Partners at the end of the Term, Partner shall reach a minimum annual spend of 120 000 USD (tax excluded), or local equivalent as calculated by the conversion rate at the time.
3.8. In the event that Partner receives rebates or incentives from Criteo (or an affiliate entity) during the Term, other than under these Premium Partners Terms, it shall not be eligible for further incentives as provided for in this section.
4.1. Each Party warrants that neither it nor any affiliates, officers, directors, employees, and agents is the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, the European Union, or any other applicable sanctions authority. Each Party agrees to perform its obligations hereunder in compliance with all embargoes, sanctions and export control regulations of the United States, France, the United Kingdom, and any applicable jurisdiction, as well as with all applicable anti-corruption laws, anti-terrorist financing legislation, and anti-money laundering laws.
4.2. Criteo reserves the right to modify these Premium Partners Terms at any time. Criteo shall notify Partner in advance of any update and such updated Premium Partners Terms will be effective once communicated to Partner.
IN WITNESS of which the Parties have signed these Premium Partners Terms on the date set out below.
An authorized signatory for and on behalf of Criteo
An authorized signatory for and on behalf of the Partner
Worked example of Premium Partner (10%) discount applied
An agency Partner has 4 advertisers live of which 3 are on Agency IO and billing details and 1 is a direct IO.
• In April the total aggregate spend/revenue of the Partner is $ 15,000
Advertiser A (Agency IO): spend $ 3,000 Advertiser B (Agency IO): spend $ 4,000 Advertiser C (Agency IO): spend $ 5,000 Advertiser D (Advertiser IO): spend $ 3,000
• Total Agency spend/invoices without discount is $ 12,000 >> minimum required revenue threshold is met
10% Discount applied is $ 1,200 New Partner aggregate invoice for Amount to be paid is $ 10,800
• Agency will receive 3 invoices:
Invoice 1: Advertiser A : spend $ 3,000 Discount: $ 300 Total: $ 2,700
Invoice 2: Advertiser B : spend $ 4,000 Discount: $ 400 Total: $ 3,600
Invoice 3: Advertiser C : spend $ 5,000 Discount: $ 500 Total: $ 4,500