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Standard Terms and Conditions for Promotions & Visibility

Standard Terms & Conditions for Promotions & Visibility

These Standard Terms and Conditions Promotions & Visibility (Promotions & Visibility Terms and Conditions) are applicable to the P&V solutions (P&V Solutions) from RAI Amsterdam B.V. (RAI) by an advertiser (the Advertiser).

Article 1 - Definitions
Terms spelled with an initial capital letter in these Promotions & Visibility Terms and Conditions have the following meaning:

1.1 Advertisement: the marketing communication or other message of a commercial nature for the benefit of an Advertiser, a publication and the accompanying publishing products such as print, online (e.g. newsletter and social media), indoor & outdoor, video, and other event content;
1.2 Advertiser: each natural or legal person who purchases P&V 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;
1.3 Advertising Costs: the costs which an Advertiser should pay to RAI for purchasing P&V 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 P&V 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 P&V 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 Promotions & Visibility 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 Online Environment: he online website hosted by RAI, accessible via: www.rai.nl/en;
1.12 P&V Solutions: the digital or other media services 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. P&V Solutions are in any event deemed to mean the multiplication and/or publication of an Advertisement or other promotional message published by RAI;
1.13 Participation Costs: the Advertising Costs, Application Fee, Stand Hire and, if applicable, costs of Stand Build-up;
1.14 Parties: RAI and the Advertiser together;
1.15 Placement: the placement of Advertising Material on or in the agreed Advertising Space;
1.16 Promotions & Visibility Terms and Conditions: the Standard Promotions & Visibility Terms and Conditions of RAI, which are applicable to an Agreement;
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 92449174.

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 The (approved and final) Advertising Material should be in RAI's possession on the date as specified by RAI, or if no date has been agreed; no later than ten (10) weeks before the start of the campaign. If the Advertising Material is not in RAI's possession on time, RAI can no longer guarantee the correct execution of the agreed P&V Solutions, without this leading to RAI's liability.
3.2 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.
3.3 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:
i) an Advertisement must relate to the business, services and/or products of the Advertiser;
ii) 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;
iii) an Advertisement may not harm RAI's reputation;
iv) an Advertisement may not infringe the rights of third parties, including copyright and trademark rights;
v) if an Advertisement involves the processing of personal data by RAI, the Advertiser will strictly comply with all relevant privacy laws and regulations.
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.
3.5 RAI is entitled at any time to immediately cease publication of the Advertisement and/or to remove the Advertisement that does not meet the requirements set forth in this Article.
3.6 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.
3.7 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 Advertisement published by it, and will use its best endeavors to ensure that the Advertisement concerned remains of equivalent quality even after the alterations.
3.10 If the Advertiser breaches the Agreement and/or the Promotions & Visibility Terms and Conditions, RAI has the right:
i) to cease publication of the Advertisement with immediate effect, without being under any obligation to execute the P&V Solutions;
ii) 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 a refund of the Advertising Costs for Advertisements are not yet placed at that moment.
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.

 

Article 4 - Cancellation P&V Solutions

4.1 After Advertiser and RAI have entered into an Agreement, Advertiser shall be entitled to cancel the P&V Solutions to be delivered by RAI, free of charge for five (5) business days after entering into the Agreement, unless the Event takes place within the aforementioned period. After the aforementioned period of five (5) business days, it is not possible for Advertiser to cancel P&V Solutions free of charge and the Advertising Fee must be paid in full.
4.2 If the P&V Solutions that Advertiser purchases consist of online Advertisements, such as banners, display ads, social media ads, or other digital marketing to be published on websites or social media platforms, Advertiser shall not be entitled to cancel the P&V Solutions free of charge at any time. Advertiser shall owe RAI all Advertising Costs for the P&V Solutions.

 

Article 5 - Right of refusal, suspension and termination

5.1 RAI may at all times refuse to deliver digital or other P&V 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 location or the form 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 Promotions & Visibility Terms and 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 P&V 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 P&V 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 installment (100%) after the conclusion of the Agreement and shall be paid by the Advertiser within twenty-one (21) days of the date of the invoice unless the Event takes place before this term.
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 - Privacy

7.1 If personal data will be exchanged between RAI and the Advertiser when performing the services agreed under the 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 The Advertiser and RAI will process the personal data carefully and in accordance with the applicable privacy legislation. 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 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 badge scanning 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 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: www.rai.nl/en/privacy-statement.
7.8 The Advertiser and RAI 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 seven (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 Agreement.

 

Article 8 - Applicability of P&V solutions terms and conditions

8.1 The Promotions & Visibility Terms and Conditions apply to the Agreement between RAI and the Advertiser.
8.2 If and in so far as any provision of these Promotions & Visibility Terms and Conditions is null and void or is avoided, the other provisions of the Promotions & Visibility 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 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:
i) the Agreement;
ii) the Specific Event Terms;
iii) the Standard Terms and Conditions for Event Participation;
iv) the Stand Build-up Rules;
v) the Facility Regulations accessible via: www.rai.nl/en/regulations-terms-and-conditions/facility-regulations;
vi) Terms and Conditions Promotions & Visibility.

 

Article 9 - Disputes

9.1 The Promotions & Visibility 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’.

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