General Terms and Conditions

REBL Media B.V. & Stopperdeal

Article 1 – Definitions

In these terms and conditions, the following definitions apply:

• REBL Media: REBL Media B.V. and all trade names operating under it, being REBL Media and Stopperdeal.
• Client: the party that enters into an agreement with REBL Media, negotiates regarding an agreement, or to whom REBL Media has made an offer or issued a quotation.
• Advertising Material: the carrier of an advertising expression made available by or on behalf of the Client for connection to Advertising Space.
• Advertising Space: the medium by which Advertising Materials may be displayed or brought to the attention of the public, including digital media.
• Campaign: the period during which the Advertising Material will be displayed in the Advertising Space, whether or not with interruptions.

Article 2 – Applicability

1. These terms apply to every offer, quotation and agreement between REBL Media and a Client unless expressly agreed otherwise in writing.
2. They also apply where REBL Media engages third-party services.
3. Deviations bind REBL Media only if agreed in writing.
4. They apply to all subsequent agreements between the parties.
5. The Client’s general terms are expressly excluded.
6. If any provision is null and void, the remaining provisions remain in force.

Article 3 – Offers, Quotations and Agreements

1. All offers are without obligation unless expressly agreed otherwise in writing.
2. Agreements are deemed concluded:
   • upon signature by both parties;
   • upon recorded spoken acceptance;
   • upon receipt of email acceptance;
   • upon written confirmation by REBL Media;
   • upon actual commencement of performance.
3. Deviating acceptance does not bind REBL Media unless confirmed in writing.
4. REBL Media may refuse orders without stating reasons.
5. A composite quotation does not oblige partial performance.
6. Offers do not apply to repeat orders.
7. Published rates and availability are subject to change.
8. An agreed reach qualifies as a binding order.
9. REBL Media independently selects advertising screens.

Reach

1. Reach means the total number of passers-by per week (gross reach).
2. If multiple screens are combined, gross reach equals the total combined weekly passers-by.
3. The Client’s advertisement will be displayed as agreed in frequency and duration.
4. Standard displays per week: 5,600 with a 6-second spot length.
5. Net reach equals 1/18 of gross reach.
6. Reach figures are indicative only.
7. Campaign photos are not standard and are provided only as an additional service.

Article 4 – Parties

1. If the Client acts on behalf of a third party, the Client warrants that such third party will fulfil all obligations.
2. The third party is jointly and severally liable with the Client.
3. If unauthorised, the Client is deemed to act in its own name and account.
4. Transfer of rights or obligations requires prior written consent from REBL Media.

Article 5 – Prices

1. All prices are exclusive of VAT and governmental charges unless agreed otherwise in writing.
2. Discounts and commissions apply only if agreed in writing.
3. If fewer Advertising Spaces are available than estimated, the amount owed will be reduced proportionally or compensated with equivalent value.
4. No further compensation is owed beyond what is stated.
5. Additional efforts beyond standard placement will be charged to the Client.
6. Additional work is charged at commercial rates; third-party costs may be passed on with a surcharge.

Article 6 – Provision of Advertising Materials

1. The Client must deliver Advertising Materials in accordance with REBL Media’s specifications.
2. Materials must be delivered no later than the specified deadline.
3. Deadlines are strict (time is of the essence).
4. If materials are not delivered correctly or on time, REBL Media may refuse placement or adjust them at the Client’s expense.
5. Advertising Materials become the property of REBL Media.
6. REBL Media may destroy or store them after the Campaign.

Article 7 – Content of Advertising Materials

1. The Client warrants that materials comply with law, regulations, public order and third-party rights.
2. REBL Media may refuse placement at its discretion.
3. The Client remains obliged to pay the agreed price.

Article 8 – Placement

1. REBL Media makes available the agreed Advertising Spaces for the agreed period.
2. Deadlines for REBL Media are not strict; start/end may be postponed up to 48 hours.
3. No guarantees are given regarding specific days or hours unless agreed in writing.
4. Defects must be reported in writing during the Campaign.
5. Non-use does not affect payment obligations.

Article 9 – Invoice and Payment

1. The first invoice is sent on the agreed Campaign start date.
2. Payment must be made within 14 days.
3. Advance payment may be required.
4. Late payment results in 1.5% monthly interest or statutory interest if higher.
5. Collection costs are at least 15% of the outstanding amount (minimum EUR 150.00).

Article 10 – Cancellation

The Client may not cancel or unilaterally revoke the agreement.

Article 11 – Release from Obligations

If the Client fails to fulfil its obligations, REBL Media is released from its obligations without affecting the Client’s payment obligation.

Article 12 – Liability and Indemnification

1. REBL Media is not liable for indirect damages.
2. Liability for direct damage is limited to the invoice amount.
3. Claims must be submitted in writing within 24 hours.

Article 13 – Suspension and Dissolution

REBL Media may suspend or dissolve the agreement if the Client fails to perform its obligations.

Article 14 – Force Majeure

Parties are not obliged to perform obligations in cases of force majeure. If force majeure lasts longer than two months, either party may terminate the agreement.

Article 15 – Governing Law and Disputes

1. Dutch law applies, excluding the CISG.
2. The District Court of the Northern Netherlands, location Groningen, has exclusive jurisdiction.

Version: V2 – 03-10-2024
English translation for convenience; in case of discrepancies, the Dutch version shall prevail.