Terms and conditions of sale / FLEX-cancellation terms
TERMS OF SALE / FLEX-cancellation terms
1 LEASE AGREEMENT FOR ADVERTISING SPACE
Offers made for advertising space are valid as per intermediate sale reserve terms, which means that Clear Channel Suomi Oy has the right to conclude an agreement with a third party on the advertising space in question regardless of the offer until the party who received the offer has notified Clear Channel Suomi Oy that it accepts the offer. Intermediate sale reserve term means, that the client who has reserved the advertising location / -network(s) has 48-hour time to make final booking, if Clear Channel Suomi Oy has another client(s) bending on the same location / network(s). An agreement is deemed to be concluded when the buyer or the buyer’s representative confirms in writing or in some other verifiable manner that it accepts the offer that was made. The agreement is confirmed through Assently online service or in writing, with both contracting parties signing it. The buyer must return the signed agreement within seven (7) days from the date it was sent to the buyer; otherwise Clear Channel Suomi Oy has the right to release the space ordered by the buyer and sell it to other parties. When ordering an advertising period, both the product and advertiser must be disclosed. The same product group may be advertised simultaneously in parallel series. Clear Channel Suomi Oy reserves the right to use the image material from actual advertising campaigns in its own marketing and communication channels.
2 ADVERTISING PERIODS
As a rule, all static advertising media periods are leased in periods of one week or more, unless separately agreed otherwise with the customer. Giant billboards are installed in the period between 3 p.m. Saturday and midnight on the following Tuesday. Adshels and Biglights are installed between Sunday and midnight Monday. Other advertising devices are installed between Saturday and midnight Monday. Installations for individual advertising spaces take place as agreed separately.
3 RIGHT TO DEVIATE FROM THE AGREEMENT
Clear Channel Suomi Oy has the right to a maximum deviation of +/- 5% in the volume of advertising contacts or advertising space compared to the volumes set out in the agreement, with the other agreement terms and conditions remaining as they are. The number of advertising spaces can be greater than what is specified in the agreement, for example, due to new agreements, or the number can be smaller, for example, due to maintenance work, technical problems, traffic arrangements or other reasons.
4 RESCINDING THE AGREEMENT – STATIC ADVERTISING MEDIA
For now, for the year 2022 Clear Channel Suomi offers Flex cancellation terms for all campaigns. In static inventory this means that clients can move or cancel the campaigns within 4 weeks’ notice period before the campaigns starts.
The Flex-terms is not valid if the campaign is booked within 48-hour right of first refusal. Also Flex-terms are not valid in Airport yearly deals, promotion sales or specific campaign locations. If it’s been agreed that the campaign is not under the Flex cancellation terms, or the campaign is cancelled after that, then if the buyer cancels a campaign that was agreed under the agreement, Clear Channel Suomi Oy has the right to invoice the buyer 20% of the value of the rescinded agreement. If the buyer cancels a campaign that was agreed under the agreement later than seven (7) weeks prior to the start of the advertising campaign, Clear Channel Suomi Oy invoices the full agreement price. Cancellations must be made in writing.
5 RESCINDING THE AGREEMENT – DIGITAL ADVERTISING MEDIA
For now, for the year 2022 Clear Channel Suomi offers Flex cancellation terms for all campaigns. In digital inventory this means that clients can move or cancel the campaigns within 2 weeks’ notice period before the campaigns starts. The Flex-terms is not valid if the campaign is booked within 48-hour right of first refusal. Also Flex-terms are not valid in Airport yearly deals, promotion sales or specific campaign locations. If it’s been agreed that the campaign is not under the Flex cancellation terms, or the campaign is cancelled after that, then if the buyer cancels a campaign that was agreed under the agreement, Clear Channel Suomi Oy has the right to invoice the buyer 20% of the value of the rescinded agreement. If the buyer cancels a campaign that was agreed under the agreement later than two (2) weeks prior to the start of the advertising campaign, Clear Channel Suomi Oy invoices the full agreement price. Cancellations must be made in writing. A campaign is the package that the customer has confirmed at a single point in time, and the start date of a campaign is the first day of the first advertising period. (Example: A customer has purchased a package that includes 14 weeks of digital visibility, and the weeks are used in two-week periods throughout the year on a campaign-specific basis. If the customer wishes to cancel the campaigns for the remainder of the year, with e.g. 10 weeks remaining unused, the full agreement price is charged for the reserved weeks.
6 PRICES, DISCOUNTS AND INVOICING
Clear Channel Suomi Oy has the right to amend the prices of an existing agreement when a new contract period starts. Clear Channel Suomi Oy notifies the buyer of the price adjustments prior to the start of the new contract period. At this time, the buyer has the option to terminate the agreement so that it terminates at the end of the contract period. If the agreement is not terminated, CC will send a new invoice in accordance with the new prices at the start of the new contract period. In addition, the customer acknowledges that all parties with which the customer cooperates in the market for out-of-home advertising (including any advertisers with which the customer is in direct contact) are aware of the payment and discount arrangements that are used in the market in question, including a media agency discount (-15%). Clear Channel may use an external cooperation partner for the invoicing of production.
Any reference information related to invoicing must be sent by e-mail to firstname.lastname@example.org no later than four working days before the start of the campaign or on the confirmation day of the campaign, if the campaign starts after less than four working days. The message must include the Clear Channel campaign confirmation number to which the message is addressed. Data submitted late or unclear may not be able to be transferred to invoices as desired.
7 PAYMENT TERMS
The payment term is 14 days net, unless agreed otherwise. An interest for overdue payments will be charged for all delayed payments in accordance with the valid Interest Act (633/1982).
8 PRINTING OF ADVERTISEMENTS
The print-ready advertising material must be submitted to the material portal of Clear Channel Suomi Oy no later than on Monday 12 noon two (2) weeks before the agreed start time of the campaign. The material for giant billboards must be submitted on Friday three (3) weeks before the campaign start. If the material is provided later than in accordance with the aforementioned schedules, a 20% additional fee for express delivery is added to the production costs. The customer is liable for any additional costs incurred as a result of delays. The delivery of advertising material for special advertising space is agreed separately. Further information on technical and other issues is available from Clear Channel Oy. If the customer itself takes care of the printing of the advertising material, the customer is responsible for delivering the material freely to our warehouse one (1) week before the start of the campaign. If the advertising material deviates from the standards of Clear Channel Suomi Oy and additional costs are incurred due to that, the customer is liable for such additional costs. A campaign preparation fee for posters is charged for any campaign material delivered by the customer.
9 STORING ADVERTISING MATERIAL
Clear Channel Suomi Oy stores the specified advertising materials for no longer than six (6) months or as per agreement. The storage charge is determined based on the advertising material/media and storage time. For advertising material that is stored, 2–3 advertising campaigns can be carried out.
10 ADVERTISEMENTS DELIVERED BY THE CUSTOMER
Any finished advertising surfaces must be available to Clear Channel Suomi Oy’s production no later than seven (7) days before the start time set out in the agreement for the advertising. If production receives the advertisements later than this, Clear Channel Suomi Oy does not guarantee that they will be installed on time, and the company is not liable for compensating any advertising time lost due to this or for paying any other compensation to the customer. The customer is liable for any additional costs incurred as a result of delays.
The buyer must submit any digital advertising material no later than by 12 noon four (4) working days before the start of the campaign. Information on any special delivery dates for digital material, for example, due to public holidays, is always provided in connection with more detailed production information that is provided at the given time online at https://clearchannel.fi/tuotantotiedot/ . The buyer is responsible for ensuring that the digital material does not deviate from the requirements Clear Channel Suomi Oy has for materials. If there are any defects in the material, the buyer is responsible for modifying the material and for any additional costs incurred due to this. Further information on digital materials and material management is available from Clear Channel Oy, https://www.clearchannel.fi/en/material-specifications.
11 DISTRIBUTION OF ADVERTISEMENTS
If the customer uses several themes in the customer’s advertising period and wants to place different themes in different locations, Clear Channel Suomi Oy must be provided with clear instructions on this no later than two (2) weeks before the agreed start date of the campaign. If the instructions have not been provided by the specified deadline, Clear Channel Suomi Oy has the right to distribute posters and other material evenly to the advertising media.
12 DAMAGE TO ADVERTISEMENTS
Clear Channel Suomi Oy does not compensate for any damage that was caused due to reasons not attributable to the company, such as damage caused by vandalism or the weather. A warranty of two (2) years is granted for the material printing of giant billboard materials.
13 CONTENT OF ADVERTISING
In outdoor advertising, consideration must be given to the international ground rules for advertising valid at the given time, the decisions of the Central Chamber of Commerce and the Council of Ethics in Advertising and the preliminary rulings of Valvira (National Supervisor Authority for Welfare and Health). Advertising must not be contrary to the accepted principles of morality. Through agreements concluded with its cooperation partners and authorities, Clear Channel Suomi Oy is committed to removing any offensive advertisements from its media as required. If it is necessary to discontinue a customer’s campaign due to such reasons, Clear Channel Suomi Oy is not liable for compensating any costs, expenses or losses incurred by the customer.
14 LIMITATION OF LIABILITY
Clear Channel Suomi Oy is not liable towards the customer for any indirect or consequential damage, such as loss of revenue or claims presented by third parties. The limitation of liability does not apply to damage that was caused intentionally or through gross negligence.
If the agreement has been agreed to be valid for twelve (12) months, the agreement will automatically continue to be valid for periods of twelve (12) months, unless either party terminates it no later than three (3) months before the end of the contract period. If the buyer terminates the agreement later than three (3) months before the end of the contract period, Clear Channel Finland Oy will invoice the buyer the contractual price for three (3) months calculated based on the subsequent contract period. Notice of termination must be made in writing. For advertising at the airport and regarding campaigns lasting for more than six (6) months, the customer has the option to extend an annual space reservation three (3) months before the agreement terminates. The option is available if there is mutual understanding regarding a new agreement by both contracting parties.
16 FORCE MAJEURE
Clear Channel Suomi Oy is not responsible for any delays or damage that is caused by events of force majeure. Such events are events outside the control of Clear Channel Suomi Oy, which it could not reasonably have taken into account at the time of concluding the agreement and that prevent Clear Channel Suomi Oy from fulfilling its contractual obligations with Clear Channel Suomi Oy having no possibility to eliminate such factors with reasonable actions or costs. Examples of force majeure events are war, rebellion, internal unrest, labour disputes, natural disasters, fires, import embargoes or other measures taken by authorities and interruptions in public transport or energy supply. Strikes, lockouts, boycotts and other industrial actions are considered to be force majeure events even when a contracting party is the object of the action or participates in it. A force majeure event affecting a subcontractor of Clear Channel Suomi Oy is also deemed to be grounds for exemption if the subcontracting cannot be obtained from somewhere else without unreasonable costs or substantial delay.
17 TRANSFER OF THE AGREEMENT
Clear Channel Suomi Oy has the right to transfer an agreement concluded with a customer, together with the related rights and obligations, to a company belonging to the same Group with Clear Channel Suomi Oy.
Clear Channel Suomi Oy is not liable for any interruptions in power supply.
19 RECYCLING OF ADVERTISING MATERIAL
Clear Channel Suomi Oy recycles its advertising material for environmental reasons. Some materials may also be reused, for example, in the textile or construction industry, in which case the customer’s advertisement or a part of it may be visible later in reusable shopping bags or protective materials. If the customer does not want to allow such environmentally friendly reuse, the customer must notify Clear Channel Suomi Oy of this when the customer submits the production data.
20 LEASE AGREEMENT FOR PROMOTION PLACES
The lease agreement for a promotion place is created when the customer submits a reservation request in our system and receives an accepted reservation confirmation to the email address provided in connection with registration. Alternatively, the agreement is created when the customer accepts in writing an offer provided to the customer by email.
21 TERMS OF CANCELLATION REGARDING PROMOTION PLACES
Promotion places can be cancelled twenty (20) working days before the first promotion day. The terms of cancellation do not apply to Citycon’s centres. Clear Channel Suomi Oy invoices the full agreement price for any cancellations that are made later than twenty (20) working days before the first promotion day.
22 USE OF PROMOTION PLACES
The customer undertakes to comply with the promotion instructions provided by the shopping centre and valid at the given time and to provide it to all parties related to the promotion (such as staff, suppliers and drivers). Promotion activities may take place only within the specified area, unless otherwise agreed in writing. Promoters may only contact willing visitors, and the discussion must under no circumstances be continued if the visitor does not want to continue. Aggressive sales work is prohibited. There may be several similar or competing parties operating simultaneously in shopping centres. In case of misconduct, Clear Channel Suomi Oy and the owner of the premises have the right to terminate the agreement if, despite giving a notice, the methods that are used have not been modified so that they comply with the instructions. Information on the availability of electricity and internet connections at the locations is available in the booking system.
The promotion place must be left in the same condition that it was prior to being used. If there are complaints concerning the condition of the location after it was used, the venues have the right to charge for cleaning in accordance with the policies and price lists included in the promotion instructions provided by the venue. Public safety must always be considered in all venues, especially during rush hours.
23 EXCEPTIONS REGARDING PROMOTION PLACES
The exact location of a promotion place may change due to reasons not within the control of Clear Channel Suomi Oy, for example, due to an event organised by the venue. In such situations, Clear Channel Suomi Oy reserves the right to amend or rescind the agreement. The customer is notified of an alternative location and, depending on the customer’s decision, the agreement is either changed or rescinded.
24 TERMS AND CONDITIONS ECONOMIC CRIME CLAUSE
The Principal shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the US Foreign Corrupt Practices Act of 1977, the UK Criminal Finances Act 2017 and UK Bribery Act 2010 and all Laws applicable to this Agreement administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the UK Office of Financial Sanctions Implementation or any other relevant national or international entity (including the UN, EU and UK) imposing economic sanctions and trade embargoes against designated countries, regimes, entities, and persons (“Relevant Economic Crime and Sanctions Requirements”).
At any time when requested by Clear Channel Finland Oy, a director of the Principal (or the Principal if the Principal is not a company) shall certify in writing that the Principal is in compliance with all Relevant Economic Crime and Sanctions Requirements, and the Principal shall not, via this Agreement, directly or indirectly facilitate any transaction with or involving, directly or indirectly, a person or entity, that would bring this Agreement in violation of the Relevant Economic Crime and Sanctions Requirements.
Clear Channel Finland Oy may cancel this Agreement or terminate an agreement with the Principal immediately, by giving written notice to the Principal if the Principal is, or Clear Channel Finland Oy reasonably suspects that the Principal is, in breach of this clause.