These General Terms and Conditions of Sale shall be applicable to all advertising solutions provided by JCDecaux Finland Oy (hereinafter, “JCD”) to its clients (hereinafter, the “Client”), unless otherwise agreed in writing between JCD and the Client. By ordering JCD’s advertising solutions, the Client shall be deemed to have accepted these Terms of Sale as part of the commercial agreement between JCD and the Client, without any separate reference to such effect. JCD shall have the right to amend these Terms of Sale. The Terms of Sale in force from time to time shall be available from JCD’s website at www.jcdecaux.fi.
2 Advertising Campaign, Advertising Period and Installation Times
The advertising campaigns sold by JCD shall be sold for the duration of the advertising period determined in the media agreement and subject to intermediate sales. The agreement shall be deemed to have been concluded when the Client or their representative has confirmed the advertising campaign in writing or otherwise demonstrably. Depending on the advertising device and product, an advertising period may be measured in minutes, hours, days, weeks, months, display times or DOOH impressions. The installation times vary across different advertising devices. Abribus posters shall be installed between 10 p.m. on Saturday and 6 a.m. on Monday. Other outdoor advertising devices between noon on Saturday and midnight on Monday. The installation time of transit advertising shall be 1 to 3 days. Any deviant changing schedule or modifications or intermediate changes to be made during the advertising campaign shall always be subject to separate written agreement. Such changes shall always be charged separately. The commencement time for digital campaigns shall always be at the start of the day, unless the campaign is targeted for a certain time of day or hour. In such cases, the campaign shall commence in accordance with the purchased timing. In time of day-targeted campaigns, the campaign period shall commence and end within the operating hours of the advertising devices selected for the campaign.
3 Advertised Product or Service
In connection with confirming the advertising campaign, the Client must state, in addition to the advertiser, also the product or service being advertised. Parallel packages may feature simultaneous advertising for the same product group. JCD reserves the right to utilize the pictorial material of actualized advertising campaigns in its own marketing and communications channels.
4 Total Price of an Advertising Campaign
The total price of an advertising campaign shall consist of the media price, the installation and maintenance price, separate production costs, if any, (see Clause 9) as well as the material management cost of an advertising campaign containing digital advertising solutions. In addition to the installation of advertisements, the installation and maintenance price shall include the supervision and maintenance of advertisements during the advertising campaign. The media price of advertising campaigns containing digital advertising solutions shall include the publication of digital advertisements and the supervision and maintenance of digital advertising devices during the campaign period.
5 Right to Derogate from the Agreement
5.1 Advertising Devices Encompassed by Outdoor Impact
Outdoor Impact is an outdoor advertising audience measuring system, where the analysis of advertising devices and the environment of same results in a product’s coverage value, a unit of which is referred to as a Visibility Adjusted Contact (hereinafter, “VAC”). The advertising devices encompassed by Outdoor Impact include Abribus, Abribus Shopper, and Stationlight. The media pricing of products consisting of these advertising devices shall be based upon their VAC contact volumes (VAC total). JCD does not give any contact guarantees, nor shall the actualization of the VAC contacts be verified retrospectively. JCD shall have the right, without any amendment to the agreements pertaining to the advertising campaign, to reasonably exceed the contact volume, and to fall short of same by 5 per cent in national level contact volumes (target group 12-74 years) or in the contact volumes of contractually agreed territories (VAC total). The deficit may temporarily be even larger than this owing to causes beyond JCD’s control, such as, for instance, traffic arrangements, strikes, street works, etc.
5.2 Poster-Based Advertising Devices Excluded from Outdoor Impact
Outdoor Impact shall not encompass transit advertising surfaces or single advertising spaces. JCD shall have the right, without any amendment to the agreements pertaining to the advertising campaign, to reasonably exceed the poster volume, and to fall short of same by 5 per cent. The deficit may temporarily be even larger than this, owing to reasons set forth under Clause 13.
5.3 Digital Advertising Devices
Digital advertising devices shall not be encompassed by Outdoor Impact. JCD shall have the right, without any amendment to the agreements pertaining to the advertising campaign, to reasonably exceed the number of DOOH impressions, and to fall short of same by 5 per cent. The deficit may temporarily be even larger than this owing to reasons set forth under Clause 13.
5.4 Effects of Street, Maintenance and Installation Works on the Purchased Campaigns
Owing to reasons attributable to street works, advertising device installations or comparable situations, it may not be possible to carry out advertising in the advertising device purchased by the Client. JCD reserves the right to refrain from carrying out the campaign at the location in question and to unilaterally cancel the campaign in relation to the relevant advertising devices. JCD shall inform the Client of the situation as soon as possible.
5.5 Environments with Restrictions on Advertising
In certain environments, JCD’s contractual partners may restrict the content of advertising. This is exemplified by political advertising, which is prohibited in certain localities and advertising containing competing trademarks, prohibited in certain store environments. Further details regarding such restrictions are available from JCD’s media sales. JCD shall have the right to unilaterally cancel the campaign in relation to the said advertising devices, in case the content of the Client’s advertising is prohibited in the environment purchased for the advertising campaign. JCD shall inform the Client of the situation as soon as possible.
In case an advertising campaign is cancelled later than four (4) weeks prior to the agreed commencement of the advertising campaign, JCD shall invoice the entire net price of the cancelled advertising campaign from the Client. Such cancellation shall always be made in writing. It is possible to postpone an advertising campaign to a later date once (1) with no additional charges, and it shall always be subject to separate written agreement (transfer must be made four (4) weeks before the start of the campaign). In case the production of the advertising campaign has been ordered from JCD and JCD has, in turn, ordered it from its subcontractor with binding effect, the cost of the production shall always be charged to the Client, regardless of the timing of the cancellation.
In case an advertising campaign is cancelled later than five (5) workdays prior to the agreed commencement of the advertising campaign, JCD shall invoice the entire net price of the cancelled advertising campaign from the Client. Such cancellation must always be made in writing. It is possible to postpone an advertising campaign to a later date once (1) with no additional charges, and it shall always be subject to separate written agreement (transfer must be made five (5) business days before the start of the campaign). In case the production of the advertising campaign has been ordered from JCD and JCD has, in turn, ordered it from its subcontractor with binding effect, the cost of the production shall always be charged to the Client, regardless of the timing of the cancellation.
The total price of the advertising campaign shall be invoiced from the Client at the beginning of the advertising campaign. The invoicing shall adhere to the contract sums under Clause 4 of the Terms of Sale. Any comments concerning invoicing must be submitted within eight (8) days of the arrival of the invoice. Value added tax shall be added to the prices in accordance with the legislation in force at the time of commencement of the campaign.
8 Terms of Payment
The payment term shall be net 30 days. The payment term for media and advertising agencies that have concluded a co-operation agreement shall be net 45 days. The maximum annual interest rate allowed under the Finnish Interest Act shall be charged for any overdue payments.
9 Printing and Other Production
9.1 Production of Poster-Based Products
The production and printing of posters shall not be included in the media price of an advertising campaign. When the Client utilizes JCD’s printing service, the print material must be submitted to JCD latest 14 days prior to the commencement of the advertising campaign. The Client shall be liable for any additional costs incurred from a delay in submitting the material. The required number of spares shall be 10 – 20 per cent, depending on the advertising device, and shall be added to the quantity of posters indicated in the agreement. JCD shall not retain the spare posters after the cessation of the advertising campaign. The delivery of printing material to JCD shall be deemed to constitute an order for printing work and shall be invoiced from the Client in accordance with the printing price list in force from time to time. In case the Client prints the posters itself, the posters must at all times comply with JCD’s printing instructions. Should the posters be furnished to JCD in finished form and deviate from the printing instructions, any additional costs thus incurred shall be charged to the Client. Finished posters must reach JCD’s warehouse latest one week prior to the commencement of the advertising campaign, and any costs incurred from a delay in the delivery of the posters shall be charged to the Client. A delay in delivering the posters may also preclude the implementation of the Client’s advertising campaign in part or in full. JCD shall not compensate the Client for any cancellation of an advertising campaign attributable to a delay in delivering the posters. The processing costs for posters produced using JCD’s printing service shall be included in the price of the printing invoice. The processing costs for posters printed elsewhere in the amount of EUR 200 (VAT 0 %) shall be charged in conjunction with the media invoicing of the advertising campaign.
9.2 Digital Advertising Solutions, Production and Delivery of Digital Material
The production of digital material shall not be included in the media price of an advertising campaign. Digital production shall refer to the production of finished campaign material based on the initial material and data provided by the Client. The Client shall furnish the digital material, produced in accordance with JCD’s instructions concerning material, latest two (2) working days prior to the first display day of the advertising campaign. The instructions concerning material are available from www.jcdecaux.fi. The Client shall be responsible for ensuring that the digital material does not derogate from JCD’s instructions concerning material. In case shortcomings are detected in the digital material, the Client shall be responsible for the modification of the digital material and for any additional costs incurred from same. JCD shall have the right to refuse to utilize in the Client’s advertising campaign any digital material produced contrary to the instructions concerning material. If the delivery of the digital material to JCD is delayed owing to reasons attributable to the Client, the price of the advertising campaign shall not be reimbursed. The calculation of the number of playouts of digital advertising campaigns shall be based upon a material duration of 10 seconds. If the duration of the material provided by the Client exceeds 10 seconds, also the number of playouts of the advertising campaign shall change, with the price of the advertising campaign or its overall coverage, however, remaining unaltered. Should the material be shorter than 10 seconds, the purchased number of playouts shall not change.
9.3 Distribution of Posters and Special Implementations
If the Client employs several poster motifs in its advertising campaign and no specific written instructions concerning the distribution of same have been provided, JCD shall distribute the posters evenly across the advertising devices used in the advertising campaign. Any solutions requiring special measures shall be communicated to JCD no less than six (6) weeks prior to the commencement of the advertising campaign. Special measures shall be priced on a case-by-case basis. Installations and serialization requiring special measures may be restricted by contracts between JCD and third parties.
10 Illumination of Advertising Devices and Operating Hours
The lights on the Abribus devices and illuminated Advertising Columns are switched on and off simultaneously with the street lighting. Digital advertising devices shall be in operation in line with the customary schedules of their operating environment (public transportation operating time, shopping center opening hours, etc.). Digital advertising devices located outdoors shall be in operation between 5 a.m. and 2 a.m. JCD shall not be liable for any disruptions in electricity distribution or internet connections.
11 Damage to Advertisements
The Client shall not be compensated for any damage sustained by the advertisements from causes beyond JCD’s control, such as weather conditions or vandalism.
12 Restrictions to Advertising Content
Outdoor advertising shall be conducted in compliance with the ICC Code of Advertising Practice, the resolutions of the Finland Chamber of Commerce and the Council of Ethics in Advertising, as well as the preliminary rulings of Valvira (National Supervisory Authority for Welfare and Health). Advertising must not contravene good practice. In its agreements with the authorities, JCD has undertaken to remove any advertisements causing public indignation from its advertising devices upon demand. In case JCD is unable to commence or is compelled to discontinue an advertising campaign for such reasons, JCD shall not be liable to compensate any loss incurred by the Client. Political advertising may be prohibited in certain localities. In certain single locations, JCD’s contractual partners may impose restrictions on advertising content. Further details concerning such restrictions are available from JCD’s media sales. Regardless of the party that is producing the advertising campaign, the Client shall in all circumstances be responsible vis-à-vis JCD and any third parties for ensuring that the advertising or the advertising content is not to any extent contrary to the legislation in force from time to time and does not infringe the rights of any third party. In case an advertising campaign must be discontinued for the reasons mentioned herein, JCD shall not be obligated to compensate the Client for any loss incurred from same.
13 Limitation of Liability and Force Majeure
The amount of JCD’s liability for damage shall in all circumstances be limited to no more than the net price (VAT 0 %) JCD has invoiced from the Client for the advertising campaign in question. JCD shall not be liable for any indirect damage incurred by the advertiser. JCD shall not be liable for any delays or damage caused by a force majeure event. Force majeure events shall be deemed to include a cause beyond JCD’s control that it cannot reasonably be expected to have taken into consideration and that prevents JCD from fulfilling its contractual obligations, without JCD being able to overcome such an obstacle with reasonable means. Causes beyond JCD’s control shall include, inter alia, labor disputes, war, mutiny, acts of god, fire, import embargos or other authority actions, or disruptions in public transportation or the supply of energy. A strike, embargo, boycott and other labor action shall be deemed to constitute a force majeure event when JCD itself is the target of or party to same.