Sanoma Adverteren

2. Advertisement: the sales communication tool or message of an Advertiser

Advertiser: the natural person or legal entity submitting Advertisements for Placement in a medium, either directly or via a Media Agency

Advertising Contract: every agreement entered into by Sanoma and the Advertiser or media agency for the purpose of placing Advertisements

Advertising Materials: materials used to compile the Advertisement

Advertorial: sales communication tool or message with an editorial and commercial nature

Annual Circulation: the number of copies of magazine issues with a cover datefalling within a calendar year

Client: the Advertiser or Media Agency

Closing Date: the latest date on which Sanoma will accept Orders from an Advertiser for a specific Advertisement Placement

Event: an occasion of a commercial nature tying into one or more titles

HOI: Institute for Media Auditing, a foundation in Amstelveen

Media Agency: the natural or legal entity acting in a commercial capacity to negotiate the terms of the Advertising Contracts

Option: Advertiser's confirmed intention to place an Advertisement

Order: Order to place one or more Advertisements

Placement: the reproduction and/or publication of an Advertisement

Placement Costs: the net advertisement fee due from the Advertiser after deduction of any discounts, excluding production costs

Projected Circulation: Sanoma's estimate of a title's average Annual Circulation

Plus Proposition: a sales supplement inserted in or included with a title

Reinsertion: every subsequent Placement of the same Advertisement

Submission Date: the last date on which Sanoma will accept materials ready for print from an Advertiser for a specific Advertisement Placement

Website: www.sanoma-adverteren.nl

3. All Advertising Contracts and Orders for the placement of Advertisements (including Advertisements available in electronic form), for Plus Propositions and for other activities and services shall be concluded and performed subject to the application of these General Advertising Conditions, the Advertorials Directives, the Delivery Conditions for Inserts or Sachets, the Netherlands Standard Rate Documentation (Nederlandse Standaard Tarief Documentatie – NSTD), hereinafter referred to as 'rate card' or 'rate cards', and the additional provisions and conditions stated in and pursuant to these General Advertising Conditions. All the aforementioned documents can be downloaded from our Website or from the website of the subsidiary in question or sent at no charge to Advertisers and other Clients upon request via telephone number +31 (0)23 5566777.
The following also applies to the above contracts and Orders:

(I) the Plus Proposition rates list, the Repro Services and the notes to the media contract and the Protocol that Sanoma will declare applicable from time to time to placement of Advertisements; any document mentioned is available on the Website. You can also request a copy free of charge from Sanoma via telephone number +31 (0)23 5566777.

(II) the Rules for the Advertising Sector, hereinafter referred to as 'the Rules', of Stichting ROTA (Stichting Raad van Orde en Toezicht voor het Advertentiewezen - the Supervisory Council for the Advertising Sector Foundation) as filed with the Amsterdam Chamber of Commerce under number 41198699, with due observance of the interpretations and publications of ROTA , available on www.stichtingrota.nl.

(III) the applicable Delivery Terms and Conditions for the Graphics Industry, filed at the Registry of the District Court in Amsterdam, to the extent they relate to the provisions governing the receiving, handling and storing of materials supplied in relation to an Order (available on www.kvgo.nl).
In the event of conflict between the provisions of these General Advertising Conditions, the Rules for the Advertising Sector and the Delivery Terms and Conditions for the Graphics Industry, these General Advertising Conditions shall prevail. The applicability of general or other terms and conditions of the Client is hereby expressly excluded. Deviations from these General Advertising Conditions shall apply only if approved in writing by Sanom.
 
II. Rates
4. The rates charged by Sanoma at the time of or during the period in which the Placement(s) occur(s) with regard to the Placement of Advertisements, Plus Propositions and/or other activities and services of a promotional nature shall apply to every Advertising Contract and Order.
In addition, Sanoma may employ forms of Advertising that have no standard fixed rates but are priced individually on a case-by-case basis.

5. The advertising rates will be published by Sanoma on rate cards which will be filed with the ROTA. Other rates will be published in the relevant brochures and directives as stated in clause 3 of the General Advertising Conditions. These publications will be sent at no charge to Advertisers and other Clients on request, via telephone number +31 (0)23 5566777 for this purpose.

6. Sanoma reserves the right to revise the rates. If such a rate revision is implemented for Advertisements under previously concluded Advertising Contracts and Orders already submitted, the Client has the right to cancel any remaining Advertisements that have not yet been placed, unless the cancellation occurred after the Closing Date.

 

III. Circulation

7. The rate card(s) containing the Projected Circulation and the Projection Model is (are) available upon request.

IV. Contracts

8. Unless expressly stipulated otherwise, the term of the Advertising Contract will start on the day the first Advertisement under the contract is placed. If the first Advertisement is not placed within three months of the day the contract was made, the contract shall be deemed to have come into effect on the day these three months have passed.

9. If the advertising space agreed on in an Advertising Contract cannot be taken up within the contract term, the Client can submit a written request before the end of the term to Sanoma for an extension of a maximum of two months for the purpose of placing the remaining Advertisements. If Sanoma agrees, the extension will be subject to the most recent rates. In the event of execution of a Plus Proposition Order on the Client's request at a later date, Sanoma reserves the right to adjust the agreed rate to cost components that have gone up in the meantime. If following expiry of the contract term or the extension thereof the Client has used less than the agreed advertising space, the Client shall lose the right to Placement and immediately pay the remaining contracted advertising space.

10. The Client is entitled to exceed the contracted advertising space, in which case the most recent rates will apply to the additional space.

11. If at any time during the term of the contract the Client wishes to increase the advertising space, the Client can submit a request to this effect to Sanoma. The rates applying to the extra advertising space will be the rates Sanoma will charge at the time the agreement in connection with the increase is concluded. If the agreement is concluded on or before the fifteenth day of a calendar month, the rates will not come into effect until the sixteenth day of the same month. In all other cases the rates will come into effect on the first day of the subsequent month.

V. Placements

12 The Advertiser is not permitted to grant rights to third parties with regard to its Placements without the explicit consent of Sanoma. “Third parties” does not include a subsidiary of the Advertiser, all as referred to in Book 2, Section 24a of the Dutch Civil Code.

13.1 The Advertiser warrants that the Advertisements or Plus Propositions submitted to Sanoma comply with the provisions of the Rules, the Dutch Code for the Advertising Sector, the instructions and recommendations of the Advertising Standards Committee, the Inspection Board for the Promotion of Medicines (Keuringsraad Openlijke Aanprijzing Geneesmiddelen – KOAG) and the Inspection Board for the Promotion of Health Products (Keuringsraad Aanprijzing Gezondheidsprodukten – KAG). Sanaoma has the right to refuse Placement of any Advertisement or any Plus Proposition that fails to comply with said rules and regulations without prejudicing the Client's obligation vis-à-vis Sanoma to pay for the contracted advertising space. Moreover, Sanoma has the right to refuse Placement of any Advertisement or Plus Proposition at all times on the grounds of technical objections, based on rejection of content, character, import or form of the Advertisements or Plus Propositions submitted, or for reasons of principle with regard to the publication or other serious reasons on Sanoma’s side. The above does not prejudice the provisions of Clause 20.

13.2 If the Advertisment submitted contains (a reference to) a game of chance organised by the Advertiser, the Advertiser must comply with Dutch Betting and Gaming Act (Wet op de Kansspelen) and the Dutch Code of Conduct for Promotional Games of Chance (Gedragscode Promotionele Kansspelen), in which case the Advertiser is also liable for payment of the tax on games of chance and the Advertiser indemnifies Sanoma against any relevant claim from the Dutch Tax and Customs Administration.

14.1 The options for placing Advertisements in special positions in a magazine are limited and can differ per title and per edition. Partly for this reason Sanoma expressly reserves the right of acceptance of placement Orders for special positions as set out on the rate cards. If possible, other wishes of the Client shall be taken into account. However, such a wish can never be accepted as a condition for a placement order. No compensation or re-placement will be provided with regard to Placements to which Plus Propositions are added or if these are (partially) concealed from the naked eye in the packaging by the Plus Propositions.

14.2 Upon request from the Advertiser, Sanoma will grant Options on Placements. Options granted but not exercised by the Advertiser lapse no later than 30 days prior to the Closing Date. Sanoma is also entitled to revoke any Options granted, stating reasons.

15. Advertisements in special colours, such as gold and silver, are only possible on request and by way of exception. Special colours are subject to separate rates.

16. (I) Sanoma reserves the right to refuse Orders received after the Closing Date. Although Sanoma will try to execute the Orders nevertheless, Sanoma cannot be held liable if this does not succeed.

(II) If a Client cancels any Order within the term specified below under (a) through (d), Sanoma will charge the following costs:
(a) upon cancellation in the period from 30 days prior to the Closing Date to 15 days prior to the Closing Date: 25% of the Placement Costs after deducting any agency discount;
(b) upon cancellation in the period from 14 days prior to the Closing Date to 8 days prior to the Closing Date: 50% of the Placement Costs after deducting any agency discount;
(c) upon cancellation in the period from 7 days prior to the Closing Date to 4 days prior to the Closing Date: 75% of the Placement Costs after deducting any agency discount;
(d) upon cancellation in the period from 3 days prior to the Closing Date: 100% of the Placement Costs after deducting any agency discount.
The provisions of Clause 17 (III) apply.
In this respect the Closing Dates apply as specified on the Website for the relevant title. The
same conditions apply to Plus Propositions on the basis of the Submission Date Plus
Propositions.

(III) In the event of a unilateral cancellation by the Advertiser of a cooperation related to Advertorials, editorial cooperation, sponsored and commercial inserts, etc., the Advertiser is obliged to reimburse Sanoma for the costs incurred, all such without prejudice to the provisions of Clause 18.

(IV) Sanoma is entitled to reschedule Placements of (an) Advertisement(s) reserved for a certain issue of a title to a subsequent issue of that title.

17. If, due to actions on the part of the Client in the period prior to the expiry of the cancellation term, there can be no Placement of an Advertisement in a specific, special position, or Plus Proposition or other communication for which Sanoma has incurred extra costs in connection with specific requirements relating to the printing process, the Client is required to pay either the surcharge stated on the rate card or the extra costs.

18.1 Reinsertion of Advertisements as referred to on the Repro Services list can be done up to one year after the date of publication.

18.2 Placements based on bonus agreements are to be made in consultation with and after approval from Sanoma within the calendar year to which these bonus agreements relate.

VI. Advertising Materials

19. The Advertising Materials must be in the possession of Sanoma before the Submission Date set by Sanoma for the relevant title. Sanoma reserves the right to refuse to process and/or place Advertising Materials arriving after the Submission Date, without prejudicing its right to compensation for the Placement Costs, after deducting any agency discount but including any production costs incurred, or its right to charge extra costs if placement proves possible.

20. Advertising Materials must be submitted via www.sanoma-aanleveren.nl as a digital file created in accordance with the specifications set out in the Repro Services overview.

21. Although Sanoma strives to reproduce the supplied materials as closely as possible, it cannot guarantee an exact reproduction. The Client must take into account the possibility that there may be variations in the printing or colours. Sanoma works on the basis of digital files. Please refer to the Repro Services overview for more information on creating and supplying digital files. If the Advertiser has a complaint about the reproduction quality, the printing house can make a proof, on Sanoma’s instructions. This proof alone will be the criterion for assessing the reproduction quality.

22. If a Client is late in supplying Sanoma with materials, or supplies materials that are incomplete, cannot be reproduced easily or are not suitable for the reproduction method of the medium concerned, Sanoma will be entitled to charge the Client for any additional costs that result.

23. Any complaints regarding Advertisement Placements and/or Plus Propositions, such as the reproduction method, Placement and/or colour quality, must be submitted to Sanoma in writing within 21 calendar days of the magazine's date of publication. Sanoma explicitly excludes claims concerning the reproduction method and/or colour quality in the case of Advertisement Placements for which the Advertising Materials were delivered to Sanoma after the Submission Date.

24. Sanoma will treat the material made available by the Client with due care. Sanoma accepts no liability for damage as a result of use or sending of this material, except in the case of wilful misconduct or negligence.

25. Sanoma keeps the Advertising Materials in its archives for up to one year from the date of publication. If materials have been supplied on CD or DVD, only the information file will be stored in the archive and not the original data carrier containing the file. However, Sanoma is not liable for loss or damage of the Advertising Materials.

VII. Plus Propositions

26. The following provisions apply to Plus Propositions:
a. Sanoma states in its quotes or Order confirmations the minimum and maximum formats of Plus Propositions and other conditions.
b. In addition to the General Technical Specifications for Plus Propositions in Sanoma’s magazines, the Delivery Conditions for Inserts also apply to inserts in Sanoma’s magazines, and the Delivery Conditions for Sachets to sachets in Sanoma‘s magazines. Sanoma accepts no liability whatsoever for refusal of Advertising Materials if these have not been supplied to its printers and processing companies in accordance with the supply specifications.
c. Under no circumstances may Plus Propositions contain gases or hazardous substances, including substances which could be harmful when used internally or externally.
d. Regarding the attaching of Plus Propositions, a certain variation (of approximately -5 to +5 mm and an angle of -10 and +10 degrees) must be taken into account. Marking the place where the Plus Proposition is to be affixed to the draft Advertisement is therefore not recommended.
e. Sanoma cannot guarantee that Plus Propositions will be affixed or attached throughout the entire print run of the relevant magazines. Keep in mind that the Plus Proposition will be missing, or incorrectly affixed or attached in 3% of the print run.
f. Although Sanoma strives to distribute the print run as accurately as possible, Sanoma accepts no liability for any shortages or surpluses of sachets, samples and other Plus Propositions as a result of any change in the indicated print-run of the relevant title(s), and for any damage ensuing therefrom for the Client.
g. The above provisions relating to sachets, samples, folders or other printed matter also apply to other Plus Propositions for which Sanoma accepts Orders, unless explicitly agreed otherwise.
h. Loose material is inserted randomly. Sanoma is not responsible for the position of the material.

VIII. Payment & Discount

27. Payment of Advertisements presented for Placement and Plus Propositions must be made in advance, unless otherwise agreed with the Client. Sanoma can stipulate in this respect that it has the right to charge advance payments. All payments not governed by the provisions of the clause in the Rules concerning liability and payment must be made before the Closing Date or within thirty days after the invoice date. If payment is not made on time or in full, Sanoma has the right to postpone Placement of the Advertisement(s). In the event the payment term is exceeded, the Client will be charged an extra fee, due immediately, consisting of a percentage of the relevant amount to be paid. For each month that no payment is made, this percentage amounts to one-twelfth of the statutory interest for commercial agreements as established by the Dutch Ministry of Justice plus 3% calculated over the amount due with a minimum of EUR 13.50 per invoice. On top of this, the court costs and extrajudicial costs connected with a default on the performance of obligations attributable to the Client, including collection costs, which will be a minimum of 15% of the amount due with a minimum of EUR 115 per invoice, are at the Client's expense.

28. A Client who effects payment by the tenth working day after the date of the invoice is entitled to an extra discount consisting of a percentage of the amount owing. This percentage amounts to one-twelfth of the sum of the statutory interest for commercial agreements as established by the Dutch Ministry of Justice applicable on the date of the invoice and 2.5%. The applicable statutory interest for commercial agreements is established by the Dutch Ministry of Justice once every six months.

29. Sanoma grants a 15% discount (agency discount) to the gross amount due from the Advertiser minus discounts on the Placement Costs if Placement of the relevant Advertisement is made by mediation of a natural person or legal entity, provided such natural person or legal entity is registered as such by the ROTA’s Committee for Granting Registrations (Commissie voor de Verlening van Registraties) and whose mediation has been accepted by Sanoma. The discount will not be granted if Sanoma judges that this natural person or legal entity has not fulfilled or has inadequately fulfilled the obligations connected with the registration.

 

30. The Client has the right to lodge a written complaint with Sanoma concerning an invoice for a period of 31 calendar days following the invoice date. The right lapses after the period of 31 days. In the event of a difference of opinion regarding part of an invoice that has been sent, the Client must effect timely payment of those components of the invoice over which there is no disagreement. The provisions of clauses 28, 29 and 30 above apply to these components. The Client has no right under the contract or Order provisions to lodge a complaint concerning invoices until he or she has signed the Advertising Contract or the placement order.

IX. Liability
31. If the Client acts on behalf of an Advertiser or other representative, the Client guarantees compliance with the provisions of the contract by such Advertiser or other representative.

32. Sanoma is only bound with regard to the contracts and Orders under clause 1 if the Client’s verbal or written Order has been confirmed by a valid signature by or on behalf of Sanoma or by Placement of the Advertisement or by execution of the Order. The Client bears the risk of errors in the execution of placed Orders if the cause is determined to be non-delivery of applications and messages to Sanoma, inaccurate delivery of such applications and messages, tardy delivery or incomplete delivery.

33. Sanoma executes the Advertising Contracts, the placing of individual Advertisements, the processing of Plus Propositions and its other activities and services as carefully as possible. Sanoma is liable only if it fails to meet its obligations and is guilty of more than a slight degree of negligence. If Sanoma is nevertheless liable for non-execution or improper execution of Orders, this liability will be limited to the damages suffered directly and to an amount that is reasonably proportional to but not exceeding the amount for which the Order or the unexecuted or improperly executed part of the Order was accepted. Sanoma is never liable for any indirect or consequential damages. Every other or further liability, particularly for indirect damages, is hereby explicitly excluded. Without prejudice to the above, Sanoma accepts no liability for the contents of sachets or samples or other Plus Propositions, nor for any damage to them as a result of other sachets or samples or other Plus Propositions attached, affixed or placed near them.

34. In the event the Client does not meet one or more of the conditions laid down in these General Advertising Conditions or conditions agreed with Sanoma, or does not perform the conditions in a timely or proper fashion, Sanoma is entitled – without prejudice to its right to compensation or performance, at its choice – to suspend the execution of the Order as long as this breach of performance of obligations continues, or to dissolve the contract in whole or in part, without being bound to pay any compensation. If in the execution of a Plus Proposition Order such default causes damage to the magazines or the production thereof stagnates, the ensuing costs will charged to the Client.

35. If during the production of magazines Sanoma is impeded by unforeseen circumstances or by force majeure from executing an advertising order or an Order to attach or affix a Plus Proposition, Sanoma has the right to suspend the execution of said Order for the duration of the impediment or to cancel the contract without being bound to pay any compensation to the Client. In such cases Sanoma is obliged to inform the Client as soon as possible of the impediment and to state which of the aforementioned choices it is making.

36. The Client is bound to indemnify Sanoma and the third parties working for it against any costs, damage and interest ensuing for Sanoma or third parties working for it from claims that parties other than the above-mentioned third parties might bring against Sanoma or the third parties working for it in connection with or in respect of the Order which the Client has given to Sanoma or the execution thereof. This indemnification and compensation applies, among other things, to any claims of third parties in connection with infringement or alleged infringements of the copyright of said third parties, including claims of the European Central Bank with regard to banknotes.

 
X. Final provisions

37. These General Advertising Conditions and all Orders are governed exclusively by Dutch law. The District Court of Amsterdam has exclusive jurisdiction to hear all disputes.

38. These General Advertising Conditions will enter into effect on 1 January 2011. All previously published General Advertising Conditions will be cancelled on that date.

 

Hoofddorp, November 2011

Sanoma Media Netherlands B.V.
Capellalaan 65
2132 JL Hoofddorp
The Netherlands