CONDITIONS OF THE RESERVATION SYSTEM
1. The reservation system in general
1.1 The reservation system serves as pre-booking of a given media for a given period, without any financial commitment from the client.
1.2. The customer has thus reserved the reservation to officially book the reserved media at a later date, however no later than 4 weeks before the start of the campaign.
These conditions for the reservation system are only applicable from the time of the offer/reservation and until the final booking or cancellation of the campaign, i.e. 4 weeks before campaign start.
2. Reservation expiry
2.1. RESERVATIONS AUTOMATICCALY EXPIRE 4 WEEKS BEFORE CAMPAIGN START, IN THE EVENT WHERE THE PARTIES HAVEN’T AGREED TO FINAL BOOKING.
2.2.AFA JCDecaux can initiate a request for final booking of the reservation in the period leading up to 4 weeks prior to the time of the reserved campaign start. This request is called "48 hours", which means that as a customer you get 48 hours (calculated on weekdays) to make a final booking decision or alternatively to waive a reservation. If AFA JCDecaux is not contacted within 48 hours of the request, the reservation will expire automatically, and the customer is therefore not entitled to the campaign period or further information.
3. Rules for reservation
3.1 When reserving the campaign, the client has the option to expand the reservation to include the week immediately prior to and/or following the reserved campaign period.
4. Campaigns with less than 4 weeks to campaign start
4.1. The reservation system does not apply for campaigns with less than 4 weeks until the start of the campaign.
TERMS AND CONDITIONS
1. GENERAL TERMS
1.1. These clauses apply to all agreements regarding delivery of services relating to analogue and digital media unless otherwise agreed in writing between Tenant and AFA JCDecaux A/S (hereinafter called “AFA JCDecaux”).
1.2. The Terms and Conditions must always be read in conjunction with the separate order confirmation (“Booking Confirmation”). If specific content in the Booking Confirmation deviates from the Terms and Conditions, the Booking Confirmation will take precedence with regards to such specific provisions.
1.3. It is the responsibility of Tenant to be aware of both the Terms and Conditions as well as the Booking Confirmation with regards to possible deviations from the Terms and Conditions.
1.4. The following definitions are used in the Terms and Conditions:
“Advertising Spaces” shall for analogue media mean number of posters and for digital media mean average share-of-time.
“Campaign Period” shall mean the Tenant’s campaign period, measured from when the first advertisement material is mounted and until the last advertisement material is removed.
2. MOUNTING OF MATERIAL – STANDARD TERMS
2.1. AFA JCDecaux use the standard terms for mounting and removal of promotional material as listed in this section. If special terms have been agreed upon, these will appear in the Booking Confirmation under the section “Remarks” cf. section 1.2.
2.2. The following applies for the mounting of analog media:
Abribus/Railboards: The mounting of advertisement material normally occurs between Monday (00:00 a.m.) and Tuesday (4:00 p.m.). Removal of advertisement material normally takes place at the end of the campaign and within the same time slot as mounting.
Metro: The mounting of advertising material normally occurs between Sunday (10:00 p.m.) and Tuesday (5:00 a.m.). Removal of advertising material normally takes place at the end of the campaign and within the same time slot as mounting.
Other formats: The mounting and removal of advertisement material takes place by specific appointment, as referenced to in the section “Notes/Comments” in the Booking Confirmation.
2.3. The following applies for the mounting (upload) of digital media:
Digital content: The mounting (upload) of advertisement material normally occurs on Monday at 00:00 a.m. Removal of advertisement material normally takes place immediately prior to the following campaign start.
3.1. The at all times updated prices of AFA JCDecaux are available on www.afajcd.dk. AFA JCDecaux is only bound by the prices quoted on the website, unless otherwise agreed upon in writing.
3.2. Advertisement prices are exclusive of mounting fees, VAT, other taxes and materials.
4.1. Tenant acknowledges that the actual number of Advertising Spaces received may vary by +/- 5% compared to the ordered number in the Booking Confirmation. In the event that Tenant receives less than 95% of the Advertising Spaces listed in the Booking Con-firmation, Tenant is entitled to be credited with the proportionate amount.
4.2. AFA JCDecaux will in no event compensate Tenant in relation to production costs, crea-tive costs and other processing costs.
4.3. For analogue campaigns, AFA JCDecaux will, so far as possible, replace analogue ad-vertisement material which is destroyed or disappear after campaign start to the extent that new deliveries are made by and at the expense of Tenant.
4.4. For analogue campaigns, it is to be agreed upon separately and prior to campaign start should Tenant wish to collect any remaining stock of analogue posters at the warehouse of AFA JCDecaux at the end of the campaign.
4.5. The municipality or concession partner may request advertising sites removed at any time without notice if traffic-, constructional- or other conditions necessitate this. The rent (dis-play price) is reduced proportionally in such events.
4.6. AFA JCDecaux reserves the right to cancel the Tenant’s campaign if the campaign fully or partially coincides with an election period in relation to a general election. AFA JCDecaux is in such an event obligated to cancel the campaign in writing (e-mail) no later than 48 hours (excluding weekends) after the general election has been officially called. Tenant will be reimbursed the entire campaign price as well as production costs related to the printing of advertisement material in such circumstances.
4.7. AFA JCDecaux reserves the right to cancel Client’s campaign, insofar as this comprises the purchase of Metro products. This right, however, applies only in cases where another client has booked the product "Dominance" at the relevant subway station(s).
4.7.1. In the event of a cancellation cf. section 4.7, Client will be credited with the amount cor-responding to the display price of the product cancelled/withdrawn.
4.7.2. Client has, as an alternative to crediting cf. section 4.7.1, the possibility of a reallocation of the media spend to other media, subject however to a separate negotiation.
5. REDUCTION IN CAMPAIGN PERIOD: REPAYMENT AND AVOIDANCE OF CONTRACT
5.1. AFA JCDecaux will repay Tenant in the event where the Campaign Period of affected agreements is restricted or limited by more than 10% by an amount proportionate to the restricted period subject however to section 5.2 below.
5.2. Repayment of Tenant will not apply in the event where the limitation or restriction of the Campaign Period of Tenant do not exceed 10%, or where unforeseen obstacles take place in viewing the advertisement material due to a third party.
5.3. Tenant is only entitled to seek the contract avoided where AFA JCDecaux’ delay in the mounting of advertisement material exceeds 66% of the agreed upon Campaign Period and the delay cannot be attributed Tenant.
6. FORCE MAJEURE
6.1. The agreed upon time of mounting- and removal of advertisement material can be dis-placed to the extent that a disruption in operations is caused by strike, lockout, government measures, shutdown, delayed or prevented delivery of the promotional material from AFA JCDecaux suppliers, weather conditions, transportation barriers, war, insurgency, unrest and blockade or another force majeure not mentioned here. A displacement of the Campaign Period does not result in a compensation or refund of Tenant.
6.1.1. AFA JCDecaux can rely on the provision in section 6.1 where the above conditions make it impossible for AFA JCDecaux or the subcontractors of AFA JCDecaux to fulfill the con-tract.
6.1.2. Tenant can rely on the provision in section 6.1 where the above conditions affect a third party (for example concession partners or business partners of AFA JCDecaux), thus resulting in the advertisement material having no value for Tenant in the period for the force majeure event. Tenant cannot claim the contract avoided if events mentioned in section 6.1 occur.
7. THE PERFORMANCE OF TENANT
7.1. Tenant must deliver the following to AFA JCDecaux within the delivery deadline:
For analogue media, finished posters are to be delivered in an impression, dimension and technical specification as determined by AFA JCDecaux.
For digital media, digital files are to be delivered in relation to technical specifications as determined by AFA JCDecaux.
7.1.1. The delivery deadline and technical descriptions are listed in the Booking Confirmation.
7.1.2. The mounting of advertisement material is displaced in the event where Tenant has not delivered advertisement material on time, or where the material does not comply with the technical requirements of section 7.1, until such conditions are corrected and without compensation to Tenant.
7.2. AFA JCDecaux is entitled to demand payment for the full Campaign Period as well as compensation for additional costs incurred due to the delay of Tenant, AFA JCDecaux's overtime work and the like.
7.3. AFA JCDecaux' delivery of services to Tenant is to be regarded as exclusive, meaning that Tenant under no circumstances is allowed to transfer or resell services to third par-ties without the prior consent of AFA JCDecaux.
8. REQUIREMENTS FOR ADVERTISING CONTENT
8.1. Tenant warrants that advertisements are designed in accordance with Danish law and in accordance with the at all times applicable international marketing codes.
8.2. Certain municipalities and concession partners may not approve political or party-political advertising – nor religious or pornographic content, as well as advertising of any polemic nature directed against state and municipal institutions. AFA reserves the right to obtain final approval of the posters at the municipalities or concession partners in question. No advertisements are allowed to harm municipalities or concession partners.
8.2.1. This does not entail that the Tenant has a full or partial right to have campaigns or material refunded.
8.2.2. Tenant obligates to indemnify AFA JCDecaux in cases of doubt in relation to any liability caused by the text or design of Tenant’s advertisement.
8.2.3. AFA JCDecaux reserves the right to reject the text or design of an advertisement at all times in cases of doubt.
9.1. AFA JCDecaus cannot be held responsible for vandalism or any other form of damage on advertising totems or on the advertisement material itself.
9.2. Should AFA JCDecaux lose the advertising right before the current contract or campaign expires, the contract with Tenant will simultaneously expire unless AFA JCDecaux trans-ports the contract to the concerned new owner of the advertising right.
9.3. AFA JCDecaux reserves the right to, in addition to section 8.2.3, reject running any given campaign without justification if it by AFA JCDecaux should be deemed to conflict with the interests of AFA JCDecaux.
10. CANCELLATION OF AGREEMENT AS WELL AS BINDING ORDERS FROM NEW TENANT
10.1. Written cancellation of a booking confirmation can be made free of charge by Tenant until six months before the start of the Campaign Period. Should the written cancellation be made with less than six months until the Campaign Period (i.e. after the expiration of the cancellation period), the Tenant will become obligated to pay the entire campaign price. If Tenant cancels the agreement, Tenant has the right to assign another tenant, although Tenant in such an event warrants for the performance of the agreement by the new tenant.
10.1.1. If Client cancels the agreement after the cancellation period, Client has the opportunity to assign another client, although Client in such an event warrants for the per-formance of the agreement by the new client. This opportunity is subject to the approval of AFA JCDecaux.
10.1.2. Client may also, as an alternative to section 10.1.1, choose to move the campaign to another campaign period, provided that such notice has been received by AFA JCDecaux more than six months prior to the Campaign Period (First Display Date). Moving a campaign will trigger a new price negotiation.
10.2. AFA JCDecaux is, in the event where a new tenant prior to the expiry of the cancellation period of the original tenant (Tenant) wishes to enter into a binding agreement with AFA JCDecaux, entitled to give the original tenant (Tenant) 48 hours to decide whether or not the original order is to be retained as inadmissible or, if not, cancelled.
10.3. The right of a new tenant to cancel an agreement subject to section 10.1 expires in the event where an original client (Tenant) has cancelled the original agreement and a new tenant has entered into a binding agreement cf. section 10.2.
11. PAYMENT TERMS
11.1. The deadline for payment is stated in the Booking Confirmation.
11.2. In case of late payment, interest rates are calculated from the due date per commenced month. The interest is determined in accordance with the current rate applicable in the Danish Interest Act, and is the fixed percentage + the fixed reference rate (current lending rate by the Danish National Bank). In case of late payment, the applicable compensation fee is charged according to the Interest Act.
11.3. Tenant is not entitled to withhold payment or perform set-offs.
11.4. AFA JCDecaux reserves the right to change payment terms in the event where AFA JCDecaux comes in possession of information indicating an impaired payment ability by Tenant. Any delay in the payments of Tenant also gives AFA JCDecaux the right to terminate all agreements with Tenant.
11.5. In the event of a notification of suspension of payment or a bankruptcy decree against Tenant, AFA JCDecaux is entitled to terminate the agreement with immediate effect and direct the full claim of the agreement against Tenant or the bankruptcy estate of Tenant.
12. LEGAL VENUE
12.1. Disputes between AFA JCDecaux and Tenant are brought before the court in Aarhus as the venue. In the event where the dispute falls under national law in the first instance, Vestre Landsret has been agreed as the legal venue.
Valid from 21 February 2019.