These Standard Terms and Conditions for Media Solutions (Media Solutions Terms and Conditions) are applicable to the purchase of media solutions (Media Solutions) from RAI Amsterdam B.V. (RAI) by an advertiser (the Advertiser).
- Article 1 - Definitions
- Article 2 - Conclusion of agreement
- Article 3 - Delivery of advertising material
- Article 4 - Cancellation and changes
- Article 5 - Right of refusal, suspension and termination
- Article 6 - Payment obligations
- Article 7 - Privacy
- Article 8 - Applicability of media solutions terms and conditions
- Article 9 - Disputes
Article 1 - Definitions
Terms spelled with an initial capital letter in these Media Solutions Terms and Conditions have the following meaning:
| 1.1 | Advertiser: each natural or legal person who purchases Media Solutions from RAI, either directly or indirectly through a media agency, where this involves placing an Advertisement (or arranging for an Advertisement to be placed), and has concluded an Agreement with RAI for this purpose; |
| 1.2 | Advertisement: the marketing communication or other message of a commercial nature for the benefit of an Advertiser. This also includes news press releases and/or webinars; |
| 1.3 | Advertising Costs: the costs which an Advertiser should pay to RAI for purchasing Media Solutions. If an Advertiser also purchases square metres of floor space in the context of an Event, the Advertising Costs will form part of the Participation Costs; |
| 1.4 | Advertising Material: material used to compose an Advertisement; |
| 1.5 | Advertising Rate: the current rate for the various Media Solutions as shown in RAI's price list; |
| 1.6 | Advertising Space: the space to be made available by RAI for the Placement of one or more advertisements. Advertising Space can be expressed in number of pages/fractional pages, number of columns, number of millimetres, number of pixels and bytes, number of Placements, allocated location (in metres) and number of impressions. Advertising Space can also be expressed in space on the Online-Platform; |
| 1.7 | Agreement: an agreement between an Advertiser and RAI recording the arrangements for the delivery of Media Solutions; |
| 1.8 | Event: the event to be put on by or in cooperation with RAI, whether or not in the Convention Centre belonging to RAI and situated at Europaplein, Amsterdam, and/or online via the Online Platform; |
| 1.9 | Media Agency: a legal person which concludes an Agreement with RAI pursuant to a mandate or power of attorney from the Advertiser, and thereby accepts that these Media Solutions Terms and Conditions are also applicable to it; |
| 1.10 | Media Solutions: the digital or other Advertisement services and/or products to be delivered by RAI to the Advertiser for which the Advertiser has placed an order with RAI either directly or indirectly through a Media Agency. Digital or other Advertisement services and/or products are in any event deemed to mean the multiplication and/or publication of an Advertisement or other promotional message in the Medium published by RAI or in a medium on which RAI is entitled to deliver the relevant Media Solutions through that medium; |
| 1.11 | Media Solutions Terms and Conditions: the Standard Media Solutions Terms and Conditions of RAI, which are applicable to an Agreement; |
| 1.12 | Medium/Media: a publication and the accompanying publishing products such as print, online, indoor&outdoor, newsletter and video; |
| 1.13 | Online Platform: online Medium consisting of the RAI platform that can be found on the event website and underlying pages are available; |
| 1.14 | Parties: RAI and the Advertiser together; |
| 1.15 | Participation Costs: the Advertising Costs, Application Fee, Stand Hire and, if applicable, costs of Stand Build-up; |
| 1.17 | Placement: the placement of the Advertisement Material on the Online Platform or other Medium in Spaceaccordance with the Media Solutions and Advertising Space agreed between Parties; |
| 1.18 | Quotation: an offer by RAI to conclude an Agreement; |
| 1.19 | RAI: RAI Amsterdam B.V., which has its place of business at Europaplein 24, 1078 GZ Amsterdam, and is registered in the Trade Register of the Chamber of Commerce under number 34192575. |
Terms in the singular also include the plural and vice versa, as the context admits or requires.
Article 2 - Conclusion of agreement
| 2.1 | After receiving all the necessary information from the Advertiser, RAI shall prepare a Quotation setting out the proposed content of the campaign, the different media in which the campaign should be mounted, the time frames and the price. |
| 2.2 | All Quotations provided by RAI are once-only, without obligation and valid for a period of thirty (30) days, unless otherwise provided in the Quotation. The Agreement comes into being by the Advertiser’s acceptance of the Quotation. |
| 2.3 | Unless otherwise agreed, the prices and other conditions mentioned in the Agreement do not apply to repeat placements of the Advertisement, Placements of a new Advertisement or changes to the Agreement. |
| 2.4 | If a Media Agency or other third party acts directly or indirectly on behalf of the Advertiser, it warrants performance of the Agreement on behalf of the Advertiser. |
| 2.5 | An Agreement is entered into for the term specified in the AgreementMedia Solutions agreed between Parties and is deemed to have been terminated by fulfilment of all reciprocal obligations or ends automatically at the end of the agreed term. If no term is specified in the Media Solutions, the Agreement will end automatically one month after the Event. |
Article 3 - Delivery of advertising material
| 3.1 | Once it has been finally approved, the Advertising Material should be in RAI's possession no later than eight (8) weeks before Placement or on such date as is specified by RAI, unless agreed otherwise. If the Advertising Material is not in its possession in good time, RAI will cease to have any liability for the correct implementation of the agreed Media Solutions. |
| 3.2 | If agreed, Placement of the Advertisement on the Online Platform can be done by Advertiser directly. The Advertiser shall place the Advertisement in accordance with the process provided by RAI. RAI is not liable for any damage, loss, or lack of availability and/or usability of any Advertisement on the Online Platform or for any technical failures of the Online Platform. |
| 3.3 | The Advertiser shall ensure that an Advertisement meets all the requirements laid down in the applicable laws and regulations, self-regulation codes, including the Dutch Advertising Code (Nederlandse Reclame Code) of the Advertising Code Committee (Stichting Reclame Code), and generally prevailing societal standards, including in any event the following:
|
| 3.4 | The Advertiser indemnifies RAI against all claims of third parties resulting from the content and form of the Advertisement provided by the Advertiser. RAI is at all times entitled to cease publication of the Advertisement on the Online Platform with immediate effect and/or to remove Advertisement from the Online Platform if the Advertisement does not meet the requirements set out in this article. |
| 3.5 | RAI will treat the Advertising Material with due care, but will not be liable for any damage to or loss of the Advertising Material or if becomes unusable or ceases to be available in some other way. |
| 3.6 | The Advertiser shall ensure that the delivery to RAI or directly on the Online Platform is made securely and that the material does not contain viruses or other programs which could in any way harm RAI's computer systems, programs or websites. The Advertiser shall ensure that the manner of delivery does not disrupt the normal operation of RAI's computer systems, programs or websites or subject them to a disproportionate burden, whether due to size or any other factor. |
| 3.7 | Unless otherwise agreed in writing, RAI shall not grant the Advertiser any exclusive rights, for example in relation to the products and/or services offered in the Advertisement. Unless otherwise agreed, RAI is also entitled to accept Advertisements from third parties as it sees fit and place them at random. |
| 3.8 | If an Advertisement involves more than one Placement and no new Advertising Material has been delivered by the Advertiser for the next Placement, the Advertiser accepts that RAI will repeat the previous Placement in accordance with the applicable conditions. |
| 3.9 | RAI is entitled at all times to alter, as it sees fit, the size, content and layout of the Medium published by it, and will use its best endeavours to ensure that the Medium concerned remains of equivalent quality even after the alterations. |
| 3.10 | RAI reserves the right:
|
| 3.11 | All promotional materials produced by RAI will remain the property of RAI, unless otherwise agreed in writing. |
| 3.12 | The conclusion of an Agreement does not confer on the Parties any rights to each other’s trademarks or logos, unless otherwise expressly agreed in writing. RAI reserves the right to include the campaign in its portfolio for marketing purposes. |
| 3.13 | After termination of the Agreement, neither Party to it may any longer exercise in any way rights which it could derive from the Agreement (especially in relation to the use of the trademarks and/or logos, name and activities of the other Party), unless otherwise expressly agreed in writing. RAI has the right to display the Advertising Material on its Online Platform up to one year after the end of the Agreement, unless Parties have agreed otherwise. |
Article 4 - Cancellation and changes
| 4.1 | If an Agreement is concluded between Advertiser and RAI, Advertiser has the possibility to cancel the Media Solutions free of charge until RAI has sent an invoice. |
| 4.2 | After RAI has sent the invoice to Advertiser, Advertiser has no longer the option to cancel the Media Solutions free of charge and is obliged to pay the Advertising Costs. Advertiser is under no circumstances entitled to any form of refund if the Advertising Costs have already been paid on the moment of cancellation by Advertiser. |
| 4.3 | If the Event takes place on the Online Platform, RAI has the right to amend the Event dates and program on the Online Platform up to two months before the start of the Event. In such case, the Participant shall not be entitled to cancel his Participation or claim compensation for any costs and/or loss or damage. |
| 4.4 | Article 4 does not apply to (the part of) the Agreement regarding the Online Platform. |
Article 5 - Right of refusal, suspension and termination
| 5.1 | RAI may at all times refuse to deliver digital or other Media Solutions in the event of technical objections or rejection of the content, nature, tenor or form of the specified Advertisements as well as for reasons of a fundamental nature connected with the Medium in which the Advertisement is to be placed, or for any other reasons RAI may have. |
| 5.2 | If the Advertiser fails to perform the Agreement or one or more provisions of the Media Solutions Conditions or fails to do so properly or in time, RAI will be entitled – without prejudice to its right to demand compensation or performance – either to suspend execution of the Media Solutions as long as this failure to perform the obligations continues or to terminate the Agreement wholly or partly, without thereby becoming obliged to pay any compensation. |
| 5.3 | Save where there has been intent or gross negligence on its part, RAI accepts no liability whatever for damage or loss of any kind which arises as a result of non-Placement or late or incorrect Placement of Advertisements. |
Article 6 - Payment obligations
| 6.1 | The Advertiser owes the Advertising Costs for the Media Solutions it has purchased. All amounts owed will be increased by the VAT due on them. |
| 6.2 | The Advertising Costs will be invoiced in one instalment (100%) after the conclusion of the Agreement and will be paid by Advertiser within 30 days. |
| 6.3 | If the Advertiser considers that it does not owe all or part of an invoice, it should inform RAI either in writing or by email, giving reasons, within ten (10) days of the date of the invoice, failing which any right to reduction of the invoice amount will cease to apply. |
| 6.4 | RAI is entitled to set off payments made by the Advertiser first of all against any outstanding debts it may have to RAI. |
| 7.1 | If Personal data will be exchanged between RAI and the Advertiser when performing the services agreed under the Participation Agreement, both parties are Controller when Processing Personal Data according to the applicable Privacy Legislation. Parties will conclude a separate Data Processing Agreement if a Party acts as a Processor with regard to a specific service. |
| 7.2 | Parties will process the Personal Data carefully and in accordance with the applicable Privacy Legislation. The Parties will, among other things, implement appropriate technical and organizational measures according to article 32 GDPR to secure the Personal Data. |
| 7.3 | The Advertiser is responsible for compliance with all applicable Privacy Legislation, from the moment it receives Personal Data from RAI and up to the moment it has send Personal Data to RAI. |
| 7.4 | The Advertiser will only process Personal Data received from RAI under the Agreement, such as via webinars, insofar that is necessary for performing the services agreed under the Agreement. The Advertiser may use the Personal Data of visitors received from RAI via webinars only once to contact this visitor about products or services of the Advertiser. |
| 7.5 | The Advertiser will under no circumstances and in no way provide this Personal Data to third parties, unless this is necessary for performing the services agreed under the Participation Agreement or when legally obliged. |
| 7.6 | The Advertiser will inform the Data Subject in accordance with Articles 13 and 14 of the GDPR about their Processing of Personal Data, including the transfer to RAI. |
| 7.7 | RAI informs the Data Subject about its Processing activities in its privacy statement that can be accessed via: https://www.rai.nl/en/privacy-statement/. |
| 7.8 | Parties will each handle a request or an objection from a Data Subject in accordance with the applicable Privacy Legislation. If the Advertiser receives a request from a Data Subject that also relates to the processing of Personal Data by RAI, the Advertiser will consult with RAI as soon as possible but no later than within 7 days about the handling of that request. |
| 7.9 | The Advertiser will inform RAI immediately if the Advertiser detects or reasonably suspects that a data security breach has occurred with regard to the Personal Data or is in any way aware of any request or investigation by a supervising authority, such as the Dutch Data Protection Authority or the Consumer and Market Authority, or any other reason that could lead to such an investigation with regard to the processing of Personal Data within the framework of the Participation Agreement. |
Article 8 - Applicability of media solutions terms and conditions
| 8.1 | The Media Solutions Terms and Conditions apply to the Agreement between RAI and the Advertiser. |
| 8.2 | If and in so far as any provision of these Media Solutions Terms and Conditions is null and void or is avoided, the other provisions of the Media Solutions Terms and Conditions will remain in force in full. RAI will then adopt a new provision to replace the provision that is null and void or has been avoided, taking account as far as possible of the tenor of the former provision. |
| 8.3 | The applicability of any terms and conditions of the Advertiser is expressly rejected, notwithstanding any previous or subsequent reference to – or declaration of the applicability of – any terms and conditions of the Advertiser, for example on invoices. |
| 8.4 | All matters for which the Media Solutions Terms and Conditions AQUATECH make no provision or which are deemed to be unclear will be decided by RAI. |
| 8.5 | If an Advertiser also purchases square metres of floor space in the context of an Event, the Standard Terms and Conditions for Event Participation, any Specific Event Terms, the Stand Build-up Rules and the RAI Rules and Regulations are also applicable.
In the event of any inconsistency, the said terms and conditions will apply in the following order of precedence:
|
| 9.1 | The Media Solutions Terms and Conditions and all legal relations that may arise between RAI and the Advertiser will be governed exclusively by Dutch law. |
| 9.2 | If a dispute results from the Agreement or from legal relationships arising from them, the Parties shall first of all consult together in order to attempt to resolve the dispute by amicable means. If the Parties do not succeed in this, a dispute as referred to above will be decided exclusively by the competent court in Amsterdam, subject to the right of appeal and ‘appeal in cassation’. |
LP/aug21