GENERAL TERMS AND CONDITIONS 1 JUNE 2016

Transcription

1 GENERAL TERMS AND CONDITIONS 1 JUNE 2016

2 CONTENT ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 DEFINITIONS THE CONTRACT THE CONTRACTING PARTY AND THE ADVERTISER THE ADVERTISERS AND THE PRODUCTS PROMOTED IN COMMERCIALS ON RADIO, TV AND/OR DIGITAL MEDIA OFFER CHART BOOKING COMMERCIAL SLOTS AND ADVERTISING SPACE RATES AND SURCHARGES INVOICING/PAYMENT CANCELLING AND POSTPONING BOOKINGS FOR COMMERCIAL SLOTS AND/OR ADVERTISING SPACE A TRANSFER TO ANOTHER CONTRACTING PARTY THE TECHNICAL SPECIFICATIONS THE PERMISSIBILITY OF COMMERCIALS ON RADIO, TV AND/OR DIGITAL MEDIA; THIRD PARTIES ENTITLEMENTS SUBMITTING STORYBOARDS, SCRIPTS AND OTHER MATERIAL FOR APPROVAL SUBMITTING BROADCASTING/PLACEMENT INSTRUCTIONS AND MATERIALS FOR COMMERCIALS ON RADIO, TV AND/OR DIGITAL MEDIA LIABILITY FOR BROADCAST/PLACEMENT RESTRICTION OF THE BROADCAST/PLACEMENT EXCLUSIVITY TECHNICAL MEASURES APPLICABLE LAW AND DISPUTES PUBLICATION AND EFFECTIVE DATE general terms and conditions 1 June

3 ARTICLE 1 DEFINITIONS In these present Ster general terms and conditions the following are taken to be understood as: the Advertiser : the person or entity who markets the product, service or product group for the broadcast or placement for which a commercial or advertisement on radio, TV and/or digital media is provided; Advertisement(s) on digital media : the digital advertising material, including banners, buttons and (audio)pre-rolls (display and video), consisting of words, images, sound and/or a combination thereof, which Ster places or causes to be placed on the Ster network; Advertisement(s) on digital media : the digital advertising material, including banners, buttons and (audio)pre-rolls (display and video), consisting of words, images, sound and/or a combination thereof, which Ster places or causes to be placed on the Ster network; Advertising Break : the entire sequence of radio or television commercials, together with opening and closing sequences, broadcast within a certain period; Broadcast/placement : the broadcasting or placement of a radio or television programme, commercial on TV or advertisement on digital media via a channel or the Ster network; the Broadcasting/placement Cycle : a period of one or more calendar month(s) to be announced as such, in which a Contracting Party can book commercial slots/advertising space for commercials on radio, TV and/or digital media; the Broadcasting/placement Date : the date agreed for the broadcast/ placement of a commercial or advertisement on radio, TV and/or digital media; the Broadcasting/placement Instructions : a digital document, in which the Contracting party has specifies which commercial on radio, TV and/or digital media Ster is to broadcast/screen on the Broadcasting/ placement Date(s); the Broadcasting/placement Price : the Contract Price, minus any discount for the advertising or media agency via which the Contracting Party operates; the Contracting Party : the person or entity who enters into a contract with Ster to broadcast or place one or more commercials and/or advertisements on radio, TV and/or digital media on its own behalf or on behalf of one or more Advertisers; the Contract Price : the sum recorded as such in the Contract entered into between Ster and the Contracting Party; the Dutch Advertising Code (Nederlandse Reclame Code): the advertising code in the Netherlands, including all specific advertising codes; the Dutch Advertising Codes Committee and the Appeals Board : the bodies set up by the Dutch Advertising Code Foundation (Stichting Reclame Code); the Dutch Advertising Codes foundation : the foundation in Dutch law (Stichting Reclame Code) incorporated under that name on 16 June 1977, domiciled and with offices in Amsterdam; the Offer Chart : the announcement which Ster makes before a Broadcasting/ placement Cycle in which it specifies inter alia the Rates and special terms and conditions; Radio commercial(s) : any advertising material incorporating sound and intended for radio broad casts made by Ster and/or on the Ster Network; Rates : the rates published by Ster before a Broadcasting/placement Cycle commences; the Sales Terms : the Sales Terms for Ster radio, television and digital respectively; Ster : Stichting Etherreclame, Radio and Television Advertising Foundation domiciled and with offices in Hilversum; the Ster General Terms and conditions : the General Terms and conditions including the Offer Chart which Ster publishes, unless the text clearly indicates otherwise; the Ster Network : the websites accessible to third parties on which Ster may place Advertisements on digital media. Technical Specifications : the technical requirements laid down by Ster for supplying commercials and/ or advertisements on radio, TV and/or digital media; Television commercial(s) : any advertising material combining (moving) images and sound intended for the television broadcasts provided by Ster or on the Ster Network. general terms and conditions 1 June

4 ARTICLE 2 THE CONTRACT Ster broadcasts commercials and/or advertisements on radio, television and/ or digital media upon the payment of the Broadcasting/placement Price at the instruction of the Contracting Parties, as agreed by Ster and the Contracting Parties for certain agreed and named products and services specified in those Contracts, or for the product groups referred to in Article 4. If a product is marketed under a certain trademark or a service is provided under a certain name, that trademark or name must also be recorded expressly in the Contract. The Contract will be concluded as a result of the receipt of Ster s definitive order confirmation, irrespective of whether it is despatched by post, fax, or in any other manner whatsoever. The Contract will be concluded verbally at the point at which Ster for example confirms the order by phone, but only if the confirmation cannot be despatched in writing on account of its urgency. The present General Terms constitute a part of the Contracts between Ster and the Contracting Party in the sense of Paragraph 1 at all times. By concluding a contract with Ster, the Contracting Party accepts the General Terms and Conditions as well as the supplementary provisions of the Sales Terms and the Offer Chart. No contracts, agreements, arrangements or provisions which derogate from the present General Terms and Conditions, irrespective of whether these are special contracts, agreements, arrangements or provisions or whether these are general terms and conditions in the sense of section 6:231 of the Netherlands Civil Code, will be binding on Ster unless it accepts these expressly in a document duly signed on behalf of Ster, irrespective of how the Contract was otherwise concluded. In the event of any conflict, the provisions of the Contract will prevail over those of the Sales Terms, while the provisions of the Sales Terms will prevail over the provisions of the Offer Chart, which, in its turn, will prevail over the provisions of the General Terms and conditions. PARAGRAPH 4 Ster is authorised to refuse a booking or an application for commercials and/or advertisements on radio, television and/ or digital media; > > if it is, in reason, not permissible in the sense described in Article 12; > > if its broadcast/placement could prejudice the interests of Ster itself, of the public broadcasting system or of Ster s Advertisers or a group of Advertisers. When deciding this, Ster will for example proceed on the basis of the rules and principles of the Dutch Advertising Code. In addition, Ster will be guided by that which it believes is appropriate to the nature of the broadcasts/placements for which Ster is responsible and which it is willing to provide, in all reason, as it sees fit. PARAGRAPH 5 When accepting a booking for commercials and/or advertisements on radio, television and/or digital media, Ster can lay down further conditions in terms of the time or date a commercial/ advertisement is broadcast or placed, or the environment of the placement. general terms and conditions 1 June

5 ARTICLE 3 THE CONTRACTING PARTY AND THE ADVERTISER Ster will only accept Contracts concluded with Contracting Parties acting on behalf of one or more third parties if the Contracting Party names the Advertiser(s) which issued the instructions, and if the Advertiser(s) become(s) party to the Contract(s) concluded with Ster; if requested to do so, the Contracting Party must provide Ster with proper evidence of its power of attorney. The General Terms will constitute a part of the Contracts concluded between Ster and the Advertiser(s) issuing such instructions at all times. The Contracting Party is jointly and severally liable, together with the Advertiser(s) at the instruction of which it is acting, vis-à-vis Ster for the compliance with the obligations arising from the Contract. If the Advertiser(s) denies or deny the power of attorney for concluding the contracts with Ster in whole or in part, or if the Contracting Party was not authorised to conclude the Contract for any other reason, the Contracting Party will be deemed to have acted in its own name. In that event, Ster may require the Contracting Party to comply with the obligations arising from the Contract. The Contracting Party will at any rate indemnify Ster against any damage or costs under any title whatsoever and of any kind whatsoever which Ster suffers or is required to incur if the Contracting Party appears to have no valid power of attorney, if Ster and the Advertiser have no contractual relationship on any other grounds and/or if Ster is unable to invoke the present General Terms and conditions vis-à-vis the Advertiser. PARAGRAPH 4 Ster will have the discretion to grant Contracting Parties which conclude a Contract to broadcast/place one or more commercials on radio, television and/or digital media on behalf of one or more Advertisers a brokerage or discount on the net expenditure customary in the advertising industry. ARTICLE 4 THE ADVERTISERS AND THE PRODUCTS PROMOTED COMMERCIALS ON RADIO, TV AND/OR DIGITAL MEDIA Commercials on radio or television and/ or digital media will be broadcast or placed only on behalf of a named Advertiser or group of Advertisers for named products and/ or services, or for product groups to be determined in consultation with Ster on special conditions to be decided by Ster. In derogation of the provisions of Paragraph 1, the Advertiser may promote more than one product or service in a commercial on radio, television and/or digital media, if this is possible under the terms of the Offer Chart, in which case this will be done in the manner and on the conditions to be announced by Ster in that event. general terms and conditions 1 June

6 ARTICLE 5 THE OFFER CHART Ster will publish an Offer Chart before every Broadcasting/placement Cycle. The Offer Chart may include announcements concerning more than one Broadcasting/placement Cycle or for an entire year. The Offer Chart may have appendices, and these will constitute a part of that Chart. If there are any amendments, the following may be announced via www. ster.nl or via > > the programming of the upcoming Broadcasting/placement Cycle; > > the broadcasting schedule, broken down according to date and channel; > > the rate applicable for the relevant Broadcasting Cycle; > > special discounts or surcharges; > > special booking options; > > any new websites in the Ster Network; > > any other information Ster wishes to announce. Ster does not guarantee the accuracy of any programming and website information it provides, and these are provided subject to amendment. ARTICLE 6 BOOKING COMMERCIAL SLOTS AND ADVERTISING SPACE The way in which and the conditions under which Advertisers can book commercial slots/advertising space will be announced on the Offer Chart. When booking commercial slots/advertising space, the Contracting Party must clearly indicate in which form and on the basis of which purchasing option it is making its booking. It must also provide any other information Ster requires for handling the booking. terms described in Paragraph 1, Ster will attempt to comply with the applicant s wishes to the extent possible. If it cannot comply with all these wishes, and if Ster can offer the applicant no alternative that it could reasonably expect to be acceptable, it will consult the applicant. In urgent cases, the order confirmation may also be issued verbally; in that event Ster will always also confirm the order in writing. commercial slots which have been purchased specifically will take priority over the purchasing options which are determined every year on the Offer Chart. Ster however reserves the right to determine other priority rules or to derogate from the rules above as it sees fit. If (a) commercial slot(s)/advertising space is or are available, Ster will send the applicant an order confirmation. When drawing up the broadcasting/ placement schedule according to the When booking commercial slots/ advertising space, the sequence of the applications will in principle determine the sequence in which they are honoured, in which connection general terms and conditions 1 June

7 ARTICLE 7 RATES AND SURCHARGES In principle, the Rates which Ster charges for broadcasting commercials on radio, television and/or digital media will be determined once a month for television and once a quarter for radio and once a year for digital media. These will be announced via Ster reserves the right to amend its Rates in the interim if it has reasonable grounds for doing so. These amendments will be announced by or via Amend- ments to the Rates will never affect any Contracts which have already been concluded. Surcharges or discounts on the Rates will be announced via the Offer Chart. If a special event or an exceptional programme is to be broadcast which had originally not been included in the programming, Ster reserves the right to amend the Rate for the commercial breaks/advertising space immediately before, during or after that event or programme. If Ster exercises this right, the Contracting Parties which had booked commercial slots/advertising space in the relevant breaks are authorised to inform Ster that they wish to let the broadcast/placement go ahead at this amended rate. If the Contracting Parties however do not wish to accept the broadcast/ placement at the amended rate, Ster will arrange the broadcast/placement in another break or space to be agreed by joint consent. Ster will inform the Contracting Parties of the amendment of the Rates referred to in this Paragraph at least two working days before the Broadcasting/placement date. PARAGRAPH 4 If a website is opened or advertising space becomes available for a special event which had originally not been provided for on the Ster Network, Ster reserves the right to determine the Rates for such commercials on digital media without basing itself on the Offer Chart. ARTICLE 8 INVOICING/PAYMENT Invoicing takes place on every tenth day of the month, or the following day, for the broadcasts from the previous month. Ster must be in receipt of the invoice sum at the latest 30 days after the invoice date. If it believes that this is appropriate, Ster may however request payment in advance or any security it sees fit at any time. In the event of non-payment, overdue payment, the failure to provide security or to provide security promptly, Ster is authorised to suspend or cancel the (further) execution of its contractual obligations and therefore to dissolve the Contract in terms of the portion which has not yet been executed. general terms and conditions 1 June

8 PARAGRAPH 4 The Advertiser will forfeit a penalty in favour of Ster for each month or part of a month by which its exceeds the final date of payment referred to in Paragraph 1 above; this will be computed on the basis of the current rate of statutory interest. PARAGRAPH 5 If the Advertiser makes payment at the latest on the tenth work day after the invoice date referred to above in Paragraph 1, it will qualify for a discount consisting of a percentage of the sum payable, without prejudice to its entitlement to any other discounts for which it may qualify. This percentage consists of one-twelfth of the percentage of the Euro Base Rate recommended by the European Central Bank as of that date, plus 3%, with a maximum of 0.6%. Ster will determine this percentage and notify the Contracting Party thereof in writing and, if it believes that amendments in the Euro Base Rate warrant this, will review this percentage on 1 October and 1 April of each calendar year and re-determine it for six months commencing on 1 January and the following 1 July respectively and notify the Contracting Party thereof in writing. ARTICLE 9 CANCELLING AND POSTPONING BOOKINGS FOR COMMERCIAL SLOTS AND/OR ADVERTISING SPACE If the Contracting Party cancels or postpones a portion of a Contract which has not yet been executed or not in full, it will forfeit a penalty in favour of Ster over the portion of the Contract which has been cancelled or postponed, as provided for in the Sales Terms for the relevant medium which is subject to the cancellation or postponement. The date of the cancellation or postponement will be deemed to be the date on which Ster receives a written request to that effect. Any sums payable pursuant to this article will be invoiced in the manner described in Article 8. Ster is authorised to re-allocate any commercial slots/ advertising space which become(s) available as a result, entirely as it sees fit. ARTICLE 10 A TRANSFER TO ANOTHER CONTRACTING PARTY The rights and obligations arising from Contracts with Ster, including a transfer of the Contract to another Contracting Party, are transferrable only with due observance of section 6:159 of the Dutch Civil Code. Ster can never be required to cooperate in the manner described in that section of law, and can make its co-operation conditional. The transfer of a Contract will not become effective until the first Broadcast/placement Date recorded on the confirmation despatched by Ster to confirm the transfer of the Cont ract. Until the date as of which the Contract between the new parties becomes effective, the Contract between the former parties will remain in force. general terms and conditions 1 June

9 ARTICLE 11 THE TECHNICAL SPECIFICATIONS Commercials on radio, television and/ or digital media may only be broadcast/ placed if they comply with the Technical Specifications for the submission of commercials or advertisements as well as with the General Terms and Conditions. The specifications are published per medium at ARTICLE 12 THE PERMISSIBILITY OF COMMERCIALS ON RADIO, TV AND/OR DIGITAL MEDIA; THIRD PARTIES RIGHTS Without prejudice to the remaining provisions of the present General Terms, in particular but not restric- ted to the provisions of Article 2 Paragraph 4, the Contracting Party warrants that: > > the commercial on radio, television or digital media does not breach any law or statutory rules and regulations; > > the commercial on radio, television or digital media does not entail any act which constitutes an infringement or breach of any copyright or other right accruing to a third party; > > the Contracting Party, in the widest sense of these words, is authorised to broadcast, place and/or reproduce the commercial on radio, television or digital media or to have this done; > > the information required regarding the music or other material protected under the copyright protection act which is a part of a commercial on radio, television or digital media submitted for Broadcast/placement on time and in full, in accordance with the relevant rules and submission procedures as upheld by the relevant collective management organisation for copyright and neighbouring rights. > > the broadcast/placement of the commercial on radio, television or digital media is also otherwise permissible; The above applies not only to the images, but also to the spoken words, the music or any other sound. The Contracting Party warrants that no sums can be claimed from Ster or any other organisation for the reproduction of and/or the communication to the public of the commercial on radio, television or digital media belonging to the public broadcaster s channels. Commercials on radio, television or digital media must comply with the Dutch Advertising Code, and if applicable, be approved by the Dutch Inspection Board for the Public Promotion of Medicines (KOAG) or the Inspection Board for the Promotion of Health Products (KAG). Commercials on radio, television or digital media must further comply with any other applicable general or specific advertising standard. If it believes it has reasonable grounds to assume that a commercial on radio, television or digital media does not comply with the requirements laid down in the present General Terms and Conditions, Ster is authorised to reject it for broadcasting/ placement, and will notify the Contracting Party of that fact. If the noncompliance with the requirements laid down in the present General Terms and Conditions can be simply remedied, Ster will also state as much. PARAGRAPH 4 In the event of disputes on the application of the Dutch Advertising Code, the parties will be at liberty to appeal to the Advertising Codes Committee and to re-appeal to the Dutch Advertising Codes foundation Appeals Board. If that Committee s or Board s definitive decision gives grounds to do so, Ster will broadcast or place the commercial on radio, television or digital media as yet, to the extent possible in the commercial slots/advertising space agreed in the Contract. Ster will otherwise never be required to compensate damage of any kind whatsoever. general terms and conditions 1 June

10 ARTICLE 13 SUBMITTING STORYBOARDS, SCRIPTS AND OTHER MATERIAL FOR APPROVAL If the Contracting Party so requests, Ster will give its opinion on the permissibility of storyboards, scripts, texts, working recordings, other components or drafts of complete or partial commercials on radio, TV and/or digital media. The material submitted for approval must be made available in such good time that Ster is able to give its opinion in good time. The above provisions of this Article 13 will in no way prejudice the obligations of the Contracting Party under the Contract. The Contracting Party will remain exclusively and specifically responsible for the form and content of the commercial on radio, TV and/or digital media, for the consequences of any failure to com- ply with the present General Terms and Conditions, and for the consequence of breaching any relevant advertising standards. ARTICLE 14 SUBMITTING BROADCASTING/PLACEMENT INSTRUCTIONS AND MATERIALS FOR COMMERCIALS ON RADIO, TV AND/OR DIGITAL MEDIA The Contracting Party must submit the Broadcasting/placement Instructions to Ster in writing (using the digital document intended for that purpose) at the latest three working days before the first Broadcasting Date recorded on that form. Ster will execute amendments to Broadcasting/ placement Instructions on the basis of a written application to that effect submitted by the Contracting Party. Material for commercials on radio, television and/or digital media which has been approved for broadcasting/ placement must be submitted to Ster to comply with the relevant submission deadline and the technical specifications drawn up by Ster for the relevant medium, as published and announced via If Ster does not receive the Broadcasting/placement Instructions or the broadcasting/placement material within this period, it will be at liberty to broadcast or place a commercial on radio, television or digital media with the required length, or to have this done on behalf of the Contracting Party, for a product or service recorded in the Contract or, if Ster has no appropriate alternative commercial for radio, television or digital media, to cancel the broadcast/placement. If the provisions of Paragraph 2 of this Article are not complied with, the agreed broadcast/placement will be cancelled. If a broadcast/placement is cancelled pursuant to the provisions of this Paragraph 3, the Contracting Party will forfeit the agreed Broadcast/ placement Price in full. Ster will be authorised to re-allocate the commercial slots which become available as a result as it sees fit. general terms and conditions 1 June

11 ARTICLE 15 LIABILITY FOR THE BROADCAST/ PLACEMENT Ster will broadcast/place commercial for radio, television or digital media agreed for broadcasting/placement in conformity with the Broadcasting/ placement Instructions and with due observance of the provisions on that subject in the present General Terms and Conditions, on the agreed date and time or within the agreed environment and will invest all reasonable efforts to ensure that this is done. Ster will default in its compliance with its obligations if: a. it makes no broadcast/placement at all; b. it broadcasts or places a radio or television commercial or digital media advertisement other than that agreed and recorded in the Broadcasting/placement Instructions; c. the image, spoken word or music is completely or partially invisible or inaudible or is visible or audible in a smaller area than agreed; d. the commercial or advertisement is not broadcast on the date and time originally agreed (in which connection Ster may adhere to a margin of approx. 60 minutes), or is not placed in the agreed environment; e. the Contracting Party or the Advertiser believes that Ster has defaulted in its execution of the Contract for any other reason. The Contracting Party or the Advertiser must notify Ster of this in writing within 10 working days of the Broadcast/placement Date enclosing as much documentation as possible. In the absence of such a written notification within the above period, the Advertiser or the Contracting Party will forfeit any rights or claims vis-à-vis Ster. If Ster defaults in connection with any of the provisions described in Paragraph 2, it will only compensate the resulting damage in the following manner: > > in the cases described under a. and b.: Ster will re-broadcast/place the correct commercial for radio, television or digital media or will reimburse or credit the Broadcasting/ placement Price to the Contracting Party, at the latter s discretion; > > in the case described under c.: Ster will reimburse the Broadcasting/ placement Price to the Contracting Party or the Advertiser. To the extent possible, this reimbursement will be proportionate to the area in which and/or the extent to which the commercial or advertisement was wholly or partially inaudible or invisible; > > in the case described under d.: Ster will reimburse the Broadcasting/ placement Price to the Contracting Party or the Advertiser: > > if the commercial or advertisement was broadcast/placed on a date or time when that broadcast or placement had become pointless; > > if the broadcast or placement is postponed for more than one week. In that case, Ster will give the Contracting Party/the Advertiser the option of making the broadcast/ placement as yet or reimbursing the Broadcasting/ placement Price. If the commercial or advertisement is re- broadcast/ placed on a date or time or within in an environment for which a lower rate is applicable, the Contracting Party/ Advertiser will be charged that lower rate. If a higher rate is however applicable, the Contracting Party/ Advertiser will only be charged the original rate. > > in any other cases: Ster will be at liberty to execute the Contract correctly as yet or to reimburse the Broadcasting/placement Price, but only if the Contracting Party or the Advertiser can demonstrate that Ster defaulted in its compliance with the Contract. Ster explicitly rules out any liability above and beyond the above, including the liability provided for in other articles of the General Terms and Conditions (for example in Article 12 Paragraph 5), and therefore including liability for indirect damage, operating losses or consequential risk and any other form of damage not described above as being compensated by Ster, barring those cases in which the Contracting Party or the Advertiser can demonstrate that the default is a result of Ster s wilful intent or deliberate recklessness (gross negligence). PARAGRAPH 4 The Contracting Party must indemnify Ster in full against any damage which Ster suffers as a result of the broadcast of a commercial on radio, television or digital media or as a result of the fact that the Contracting Party and/or the Advertiser default(s) in its or their performance of the Contract with Ster. If damage is caused or threatens to be caused as a result of claims lodged by third parties, for example as a result of the breach of the warranty referred to in Article 12, the Contracting Party concerned must indemnify Ster in full, including for the costs of legal counsel. If the damage was caused by or can be attributed to the Advertiser, the Contracting Party hereby indemnifies Ster in full for the compensation thereof. general terms and conditions 1 June

12 ARTICLE 16 RESTRICTION OF THE BROADCAST/PLACEMENT If it becomes apparent in the course of a Broadcasting/placement Contract that a commercial for radio, television and/or digital media which has been or which will be broadcast or placed is no longer permissible, or if Ster has reasonable grounds to assume that a commercial and/ or advertisement will no longer be permissible in the sense of Article 12, Ster is authorised to terminate the broadcast/placement with immediate effect. Ster is not required to compensate any damage caused by such a termination, unless it could not have reasonably decided to terminate the broadcasting or placement. ARTICLE 17 EXCLUSIVITY Ster cannot warrant that commercials on radio, TV and/or digital media for similar products or services, and produced by competing advertisers, will not be broadcast or placed in the same advertising break or on the same site. ARTICLE 18 TECHNICAL MEASURES Ster may, for the purpose of measuring reach and/or audience rating in the SKO online audience measurement, apply technical measures in relation to online commercials, such as a tag, pixel and/ or cookie. The Contracting Party will fully cooperate with the application of such technical measures. The Contracting Party will follow Ster s instructions on this matter and comply with the applicable specifications and conditions of the Technical Requirements Online Commercials, which can be found here. If the Contracting Party wants to apply a cookie, pixel or comparable technical measure to its commercial, it has to inform Ster about this timely before the placement of the commercial. With regard to such technical measures, the Contracting Party naturally has to comply with the relevant laws and regulations and also with the privacy directives possibly drafted by Ster. general terms and conditions 1 June

13 ARTICLE 19 APPLICABLE LAW AND DISPUTES Any agreements or contracts between Ster and the Contracting Party are subject to Dutch law. Any disputes arising from or in connection with the Contract between Ster and the Contracting Parties or the Advertisers will be settled by joint consent to the extent possible. If the parties cannot settle a dispute out of court, it will be submitted to the court with jurisdiction in Amsterdam, and that court will have exclusive jurisdiction to adjudicate on such disputes. ARTICLE 20 PUBLICATION AND EFFECTIVE DATE The present General Terms and conditions have been published and are available for examination by any interested party at the offices of Ster and via The present General Terms and conditions have been filed at the Chamber of Commerce for Gooi-, Eem- and Flevoland in Almere. This translation is being provided for the user s convenience only. The original Dutch text will be binding and will prevail in the event of any discrepancy or conflict between the original and its English translation. general terms and conditions 1 June

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