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Standard Terms and Conditions for Media Solutions

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
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.
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.
1.7 Agreement: an agreement between an Advertiser and RAI recording the arrangements for the delivery of Media Solutions.
1.8 Convention Centre: the RAI’s Convention Centre at Europaplein 24, Amsterdam.
1.9 Event: an event to be held by or in cooperation with RAI, whether or not in the Convention Centre.
1.10 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.
1.11 Media Solutions: the digital or other media solutions 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 Media Solutions 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.
1.12 Media Solutions Terms and Conditions: the Standard Media Solutions Terms and Conditions of RAI, which are applicable to an Agreement.
1.13 Medium/Media: a publication and the accompanying publishing products such as print, online, indoor&outdoor and video.
1.14 Participation Costs: the Advertising Costs, Application Fee, Stand Hire and, if applicable, costs of Stand Build-up.
1.15 Parties: RAI and the Advertiser together.
1.16 Placement: the placement of Advertising Material on or in the agreed Advertising Space.
1.17 Quotation: an offer by RAI to conclude an Agreement.
1.18 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 Agreement and is deemed to have been terminated by fulfilment of all reciprocal obligations.

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 the start of the campaign or on such date as is specified by RAI. 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 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:
  1. an Advertisement must relate to the business, services and/or products of the Advertiser;
  2. an Advertisement may not be insulting, offensive or misleading, nor may it be immoral, contrary to the rights of third parties or unlawful in relation to a third party or breach generally accepted standards of decency and propriety;
  3. an Advertisement may not harm RAI's reputation;
  4. an Advertisement may not infringe the rights of third parties, including copyright and trademark rights;
  5. if an Advertisement involves the processing of personal data by RAI, the Advertiser will strictly comply with all relevant privacy laws and regulations.
The Advertiser indemnifies RAI against all claims of third parties resulting from the content and form of the Advertisement provided by the Advertiser.
3.3 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.
3.4 If the Advertising Material is delivered digitally, the Advertiser shall ensure that the delivery 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.
3.5 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.
3.6 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.
3.7 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.
3.8 RAI reserves the right:
  • to cease publication of the Medium with immediate effect, without being under any obligation to implement the Media Solutions;
  • to terminate the Agreement without being obliged to reimburse the Advertiser for any form of damage or loss.
In such a case, the Advertiser is entitled, however, to repayment of Advertising Costs for Advertisements not yet placed at that moment.
3.9 All promotional materials produced by RAI will remain the property of RAI, unless otherwise agreed in writing.
3.10 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.
3.11 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.

Article 4 - Cancellation

4.1 In the event of cancellation by the Advertiser, it will be obliged to pay the following cancellation fee:
  • upon cancellation more than 365 days before the first Event build-up day: 15% of the Advertising/Participation Costs;
  • upon cancellation in the period from 365 to 183 days before the first Event build-up day: 50% of the Advertising/Participation Costs;
  • upon cancellation in the period from 182 to 63 days before the first Event build-up day: 75% of the Advertising/Participation Costs;
  • upon cancellation in the period from 62 to 32 days before the first Event build-up day: 100% of the Advertising/Participation Costs;
  • upon cancellation in the period up to and including 31 days before the first Event build-up day: 120% of the Advertising/Participation Costs;
or such higher amount as is due in RAI's opinion as compensation for the costs incurred and yet to be incurred as a result of the cancellation.
4.2 The VAT owed on the fees referred to in this article will also be charged.
4.3 If the Media Solutions consist of online communications, the phrase ‘before the first Event build-up day’, as contained in article 4.1, should be replaced by the phrase ‘before the date of Placement’. If no date of Placement has been agreed between Parties, 'before the first Event build-up day' applies.

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 two instalments before the Event either as Advertising Costs or – if the Advertiser also purchases square metres of floor space in the context of the Event – as Participation Costs. The first instalment will be twenty-five percent (25%) of the Advertising/Participation Costs and will be invoiced once the Agreement has been concluded, but no earlier than a year before the start of the Event. The second instalment will be seventy-five percent (75%) of the Advertising/Participation Costs and will, in principle, be invoiced three months before the start of the Event, unless otherwise provided.
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.

Article 7 - Applicability of media solutions terms and conditions

7.1 The Media Solutions Terms and Conditions apply to the Agreement between RAI and the Advertiser.
7.2 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.
7.3 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.
7.4 If, as part of the Agreement, the Advertiser is a Participant in the 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:
  1. the Agreement;
  2. the Specific Event Terms;
  3. the Standard Terms and Conditions for Event Participation;
  4. the Stand Build-up Rules;
  5. the RAI Rules and Regulations.

Article 8 - Disputes

8.1 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.
8.2 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’.

Article 9 - Final provision

9.1 All matters for which the Media Solutions Terms and Condition make no provision or which are deemed to be unclear will be decided by RAI.
9.2 Any (continuous) admission tickets provided to the Advertiser are intended for the Advertiser’s own use and may not be sold by the Advertiser to third parties in exchange for payment, unless RAI has granted express written consent for this.

RL/270918