GENERAL TERMS AND CONDITIONS FOR ADVERTISING AND SPONSORSHIP AGREEMENTS ON TV AND ONLINE

Transcription

1 GENERAL TERMS AND CONDITIONS FOR ADVERTISING AND SPONSORSHIP AGREEMENTS ON TV AND ONLINE 1. INTRODUCTORY PROVISIONS 1.1 These general terms and conditions govern agreements entered into between the Advertiser and TV4 AB, corp. reg. no , (referred to below as TV4 ) concerning the broadcasting and/or publishing of advertisements and agreements governing the sponsorship of programmes. These general terms and conditions constitute an integral part of the agreement governing specific business conditions entered into regarding the broadcasting and/or publishing of advertisements and/or sponsorship of programmes (jointly referred to below as the Agreement ). 1.2 Advertiser refers to the company or other organisation which is to advertise on any of the TV channels or other platforms where TV4 s content is available. Where applicable, this Agreement also applies to advertising on any and all platforms where TV4 s content is available, and sponsoring of programs. 1.3 This Agreement applies to the Advertiser acting in its own name and for its own use, as well as companies at least fifty (50) per cent owned by the Advertiser. 1.4 In the event an advertisement has been booked through a media agency, TV4 will assume that the media agency has made the booking in its own name but on behalf of the stated advertiser (as an agent) or pursuant to a power of attorney to conclude agreements on behalf of the Advertiser and that the media agency thereby has primary liability for the obligations of the Advertiser, i.e. as a surety. In conjunction with bookings through a media agency, TV4 shall grant a deduction totalling six per cent (6%) of the net investment separately agreed between the parties, allocated according to the following: 3 per cent advertising agency commission, 1.5 per cent information fee, 1 per cent credit risk and 0.5 per cent cash discount. In the event the media agency pays within ten (10) days, TV4 grants an additional 0.2 per cent cash discount. This means that in the event the media agency pays within ten (10) days, TV4 grants 0.7 per cent cash discount in total, and in the event the media agency pays within twenty (20) days, TV4 grants 0.5 per cent cash discount in total. 1.5 Advertisements shall be booked in accordance with the instructions produced by TV4 from time to time. Procedures for the booking of advertisements are stated on the website and access is granted on request. 1.6 The Advertiser, or the Advertiser s media agency, is obliged, as soon as possible, however not later than within three (3) business days from receipt of an order confirmation, to check that the order confirmation sent by TV4 corresponds with the booking. 2. SUPPLY OF ADVERTISEMENTS, ETC. 2.1 Unless otherwise is agreed, advertisements shall be supplied to TV4 no later than four (4) business days before the first day of broadcasting. An advertisement is deemed to have been supplied when the requirements contained in TV4's technical specifications, applicable from time to time, which are available on have been fulfilled (the technical specifications applicable at the time of the execution of this Agreement are stated in Appendix 1) and TV4 has received a music report (Appendix 2). 1/7

2 2.2 If an advertisement is supplied later than four (4) business days before the first day of broadcasting, the Advertiser shall compensate TV4 by an amount of five thousand kronor (SEK 5,000) per delayed advertisement. 2.3 If an advertisement is supplied later than two (2) business days before the first day of broadcasting, the following shall apply. Where the Advertiser, as early as possible and not later than five (5) days prior to the first day of broadcasting, notifies TV4 in writing that the advertisement will be delayed, a fee of 5,000 kronor (SEK 5,000) shall be payable in accordance with section 2.2. Where the Advertiser fails to notify TV4 of the delay in accordance with the preceding sentence, the Advertiser shall be liable for payment for all of advertising time, notwithstanding that TV4 does not broadcast the advertisement due to the fact that the advertisement was supplied in an untimely fashion. 3. CONTENT OF ADVERTISEMENTS 3.1 All advertisements must comply with the Swedish Radio and Television Act, the Swedish Marketing Practices Act, the Swedish Names and Pictures in Advertising Act and other applicable legislation, TV4's broadcasting licence as well as the ICC International Code of Advertising Practice. 3.2 Advertisements may not contain any content that might lead to criminal liability for a violation of freedom of expression rights. 4. COPYRIGHT, ETC. 4.1 Subject to the exceptions set forth in Section 4.3, the Advertiser shall ensure that all necessary agreements for the broadcasting and/or publishing of advertisements have been concluded with authors, performers and other rights holders, and shall defray any and all costs attributable to the broadcasting and/or publishing of advertisements. Consequently, the Advertiser guarantees that the Advertiser has acquired any and all rights required for TV4 to be able to broadcast and/or publish the advertisement according to this Agreement. 4.2 The Advertiser shall provide a music report (see Appendix 2) regarding all music used in the advertisement no later than in connection with supply under Section 2.1. Music shall be reported via Adtoox or in a music report sent to musikrapport@tv4.se. For more information and forms, please contact TV4 at musikrapport@tv4.se or on telephone no. +46 (0) TV4 shall ensure that payments are made to the relevant so called collecting societies (e.g. STIM) and other relevant organizations for the music used in the broadcasting of the advertisements. 4.4 TV4 is entitled to produce copies of advertisements for internal use and to make the advertisements available for the Audio and Video Archives (mandatory copy). 5. CANCELLATION OF ADVERTISING TIME 5.1 The Advertiser s booking of an advertisement is binding. However, booked and confirmed advertisements may be cancelled under the provisions of this Section 5. Cancellations must always be made in writing. 5.2 A cancellation charge of fifty (50%) per cent of the price is payable if TV4 receives the cancellation at least ten (10) business days before the start of the campaign. The Advertiser shall make full payment for the advertising time and/or space if TV4 receives the cancellation later than ten (10) business days before the start of the campaign. 2/7

3 6. PRICES AND TERMS OF PAYMENT 6.1 For advertisements in connection with TV4 s content on TV channels and on other platforms, the prices specified in the price list will be applicable from time to time. When setting prices for advertisements, TV4 shall apply the Swedish film length index, applicable to the TV industry. 6.2 Advertisements should be at least ten, and no more than sixty, seconds in length. Advertisements shorter than ten seconds or longer than sixty seconds may only be broadcast following a separate agreement with TV4. Such agreement shall be made via . For advertisement on TV4 s TV channels which is more than sixty seconds in length, the index will be increased in proportion to the value which is indicated for film length sixty seconds. 6.3 Unless otherwise agreed between TV4 and the Advertiser or between TV4 and the Advertiser s media agency, TV4 shall be entitled to demand payment no later than ten (10) days before the start of the campaign. In the event of late payment, TV4 is entitled to refuse to broadcast and/or publish the advertisement. In the event an advertisement is not broadcast and/or published due to late payment, the Advertiser is liable to pay for the booked advertising time and/or space. 6.4 In the event of late payment, interest is payable in accordance with the Swedish Interest Act. In the event of nonpayment, Swedish customary debt collection procedures will be applied. 7. CHANGES TO THE PROGRAMME LISTING, ETC. 7.1 TV4 reserves the right to change the programme listing (Sw. programtablå) and consequently adjust the time of broadcasting for advertisements. Subject to the provisions set forth in this section below, other agreements between TV4 and the Advertiser shall continue to apply unchanged. 7.2 Where an advertisement, following a request by the Advertiser, has been scheduled immediately before, during, or immediately after a particular programme which has been replaced by a programme with a target rating that is significantly higher or lower, TV4 shall be entitled to move the advertisement in accordance with the following conditions: (a) (b) Where TV4 informs the Advertiser ten (10) days or later before the first day of broadcasting: the Advertiser is entitled to retain its original scheduling, provided the Advertiser agrees that compensation for the advertisement shall be based on the new target rating. In the event the Advertiser does not agree to such, TV4 shall be entitled, following agreement, to move the advertisement to a program with a rating level/price level which largely corresponds to the rating level/price level of the program for which the advertisement was originally scheduled. Where TV4 informs the Advertiser no later than nine (9) days before the day of broadcasting: the Advertiser shall be entitled to retain its original scheduling on terms and conditions based upon the original target rating. In all other cases, the advertisement shall be moved to a program with a rating level which largely corresponds to the rating level of the program for which the advertisement was originally scheduled. 7.3 Where an advertisement is moved pursuant to Section 7.2 above, TV4 shall use its best efforts to satisfy the Advertiser s wishes regarding to which program or broadcasting time the advertisement shall be moved. 3/7

4 8. TV4'S RIGHT TO STOP THE BROADCAST AND/OR PUBLISHING OF AN ADVERTISEMENT 8.1 Content of Advertisements The Parties have a joint interest in ensuring that the Advertiser's advertisements comply with any and all laws, regulations and licences/permits applicable to broadcasting/publishing on TV4. For this reason, the Advertiser shall show the advertisement to TV4 as far in advance of broadcast/publishing as possible In accordance with Section above, the Advertiser shall provide TV4 with the opportunity to review any and all advertisements it supplies. TV4 shall inform the Advertiser without delay in the event TV4 is of the opinion that an advertisement does not comply with the provisions of this Agreement regarding the content or technical quality of advertisements TV4 reserves the right to stop the broadcast/publishing of an advertisement if it fails to comply with the provisions of this Agreement regarding the content or technical quality of advertisements. Where TV4 intends to exercise its right to stop the broadcast/publishing of an advertisement under this section, TV4 must notify the Advertiser without undue delay after TV4 has discovered that an advertisement fails to comply the provisions of this Agreement regarding the content or technical quality of advertisements. In the events the Advertiser is unable to utilise booked advertising time/space due to a decision made by TV4 to stop the broadcasting and/or publishing of an advertisement, the agreed compensation shall nonetheless be paid by the Advertiser, provided TV4 has reasonable grounds for the decision to stop the broadcast/publishing of the advertisement. 8.2 Editorial Reasons In addition to the above provisions, TV4 reserves an unconditional right to stop the broadcast/publishing of an advertisement for editorial reasons. This right applies notwithstanding that TV4 has reviewed the advertisement in advance without presenting objections. TV4 shall state the reasons for its decision. In the event of unutilized advertising, the Advertiser shall be offered the right to broadcast/publish advertisements at a later time, as agreed between TV4 and the Advertiser. 9. TV4'S LIABILITY IN THE EVENT OF NON-BROADCAST/NON-PUBLISHING OR INCOMPLETE BROADCASTING/PUBLISHING OF ADVERTISEMENTS 9.1 In the event an advertisement is not broadcast/published or where the broadcast/publishing was incomplete, distorted, or otherwise defective, TV4 shall supply a fully equivalent broadcasting/publishing time/space with the equivalent rating or the equivalent value as separately agreed with the Advertiser. 9.2 The Advertiser shall notify TV4 in writing immediately, and in no case later than ten (10) business days after the day of broadcasting/publishing or, in the event that a broadcast/publishing did not take place, on the planned day, regarding any act or omission for which the Advertiser is of the opinion TV4 is liable. In the event the Advertiser fails to present a complaint or fails to present a complaint in a timely fashion, the Advertiser's right to rectification under section 9.1 shall lapse. 9.3 In addition to the provisions expressly stated in section 9.1, the Advertiser shall not be entitled to compensation for direct or indirect loss incurred by the Advertiser or a third party as a consequence of a broadcast/publishing not having been made or having been incomplete or otherwise defective, irrespective of the reason. 4/7

5 10. THE ADVERTISER'S LIABILITY FOR LOSS DUE TO THE CONTENT OF AN ADVERTISEMENT 10.1 In the event the advertisement (i) violates any freedom of expression rights; (ii) contravenes the Swedish Radio and Television Act, the Swedish Marketing Practices Act or other applicable legislation or rules; or (iii) infringes any third party intellectual property rights, the Advertiser shall compensate TV4 and/or the publisher liable for the advertisement by law for any and all loss (including all charges and/or other costs), i.e. also for indirect loss, incurred by TV4 or the publisher liable for the advertisement by law as a consequence of this In addition to any liability arising under section 10.1, the Advertiser shall compensate TV4 for any loss and/or charges and/or costs incurred by TV4 due to the Advertiser s breach of this Agreement. The Advertiser s liability under this section 10.2 is limited to direct loss, unless the Advertiser has caused the loss intentionally or by gross negligence TV4 shall also be entitled to compensation for legal costs incurred in defending any claim for compensation brought against TV The Advertiser's obligation under sections also applies with respect to the broadcasting and/or publishing of advertisements that TV4 has reviewed in advance without making any objections to them TV4 shall inform the Advertiser of any claims brought against TV4 regarding broadcast and/or published advertisements. On demand by TV4, the Advertiser shall assist TV4 at its own expense and to a reasonable extent in the handling of claims against TV4 as a consequence of a broadcast/published advertisement. 11. SPECIAL PROVISIONS REGARDING SPONSORSHIP 11.1 The provisions of sections 2.1, , 4.1, 4.4, , 6.5, 7.1, 8.1, 8.2, 9.2, and shall apply correspondingly in connection with sponsorship agreements The Sponsor shall provide TV4 with a logo and any other material for production of the sponsorship message no later than fourteen (14) days before the sponsored programme is broadcast The sponsorship message shall be produced by TV In the event the sponsored programme is not broadcast, the Sponsor shall not be obliged to pay the agreed sponsorship payment. However, if the broadcast of a sponsorship message was incomplete only to the extent that it was not broadcast to all of TV4's transmitters, the sponsorship payment shall be reduced proportionally in relation to the reduced number of individuals who were able to watch the broadcast. Where the sponsorship agreement covers several programmes, the compensation shall be reduced proportionally in relation to the number of broadcasts that were not made Beyond the express provisions set forth in section 11.4 above, the Sponsor shall not be entitled to compensation for direct or indirect loss incurred by the Sponsor or any third party due to the fact that the broadcast, notwithstanding the reason, was not made, or was incomplete or otherwise defective. 12. MISCELLANEOUS 12.1 Data policy The Advertiser undertakes to comply with Bonnier Group s data policy, as applicable from time to time, which is available at 5/7

6 12.2 Other platforms where TV4 s content is available According to this Agreement, the Advertiser s investment may be used for advertisement in connection to TV4 s content on third parties platforms. These platforms may stipulate terms and conditions for advertising. The Advertiser undertakes to comply with such platforms terms and conditions for advertising. TV4 undertakes to, upon the Advertiser s request, inform the Advertiser of the identity of the platforms on which the advertising may take place and where the terms and conditions for advertising on those platforms may be found Confidentiality The parties shall treat this Agreement, and any information presented during the contract negotiations, as confidential. The confidentiality obligation also pertains to any settlement negotiations, arbitration or other final settlement as a consequence of this Agreement. The Advertiser shall further observe confidentiality regarding information concerning TV4's business activities which the Advertiser s becomes aware of in connection with this Agreement or the booking of advertisements In the event the Advertiser would like a Media Audit Company to examine the business deal which is governed by this Agreement, the following shall apply: TV4 shall be informed in writing in ample time prior to such examination regarding the scope of the examination and any information the Advertiser plans to disclose. Furthermore, the Advertiser shall ensure that the Media Audit Company treats the information as strictly confidential and does not disclose it to any third party. In the event information disclosed to a Media Audit Company is disclosed to any third party, the Advertiser shall be liable to pay to TV4 liquidated damages in the amount of five hundred thousand kronor (SEK 500,000) for each and every breach of this provision. However, TV4 shall be entitled to greater damages upon proof that the actual loss was greater than such liquidated damages. Any breach of this provision is deemed to be a breach notwithstanding the absence of negligence or intent Limitation of Liability A party s liability shall always be limited to what is expressly provided for in this Agreement. Subject to the exceptions expressly stated in this agreement, the Advertiser shall not be liable for indirect loss or costs unless such loss or costs was caused intentionally or through the gross negligence of the Advertiser. TV4 shall not be liable for any indirect loss or costs unless such loss or costs was caused intentionally or through the gross negligence of TV Early Termination A party shall be entitled to immediately terminate this Agreement with immediate effect where (i) the other party is in material breach of its obligations under this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice hereof; or (ii) the other party is placed in bankruptcy, suspends its payments, makes late payments on repeated occasions or it is otherwise feared that that such party will not perform its obligations under this Agreement. Notice of termination of this Agreement must always be given in writing Force Majeure A party shall be released from liability for any delay, and from liability in damages and other sections, where such party s performance of its obligations under this Agreement are rendered more difficult or prevented as a consequence of any circumstance beyond its reasonable control which such party could not reasonably have foreseen at the time the Agreement was entered into and the consequences of which such party Party could not reasonably have avoided or overcome A Party prevented from performing an obligation for any of the reasons stated in this section 12.6 shall immediately inform the other Party thereof. Where the force majeure event continues for at least two 6/7

7 (2) months, the Party prevented from performing its obligations shall be entitled to terminate the Agreement with immediate effect Assignment, etc The Advertiser may not assign and/or pledge its rights or obligations under this Agreement to any third party without the prior written consent of TV4. TV4 is entitled to assign its rights and/or obligations under this Agreement, in whole or in part, to another company within the TV4 Group Amendments and supplements Any amendment or supplements to this Agreement must be made in writing signed by both Parties Applicable Law, etc This Agreement shall be governed by the laws of Sweden Any dispute, controversy or claim arising out of or in connection with, this Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English TV4 shall be entitled to file a claim in a court of general jurisdiction in order to obtain payment for any due and payable claim under this Agreement. 7/7