GENERAL TERMS AND CONDITIONS

Article 1. Definitions
In these Terms and Conditions, the terms listed below have the following definitions:
Special Offer: every general special offer published by ANWB on www.anwb.nl or in another way.
Delivery date: the final date determined by ANWB on which the Advertising Material must have been delivered to ANWB.
Advertiser: the natural or legal person who, either directly or via a Media Office, requests that Advertisements be placed in a medium.
Advertisement: every commercial or promotional statement offered for publication in a Publication.
Advertising Contract: a contract in which the Client, by placing one or more Advertisement Orders effective on the agreed-upon date and lasting for the agreed-upon period, undertakes the obligation to spend a minimum amount and is entitled to the agreed-upon Advertising Space for the agreed-upon rate.
Advertisement Material: the material needed to create and place the Advertisement.
Advertising Order: an order to place (one) Advertisement(s), either in or beyond the scope of the Advertisement Contract.
Advertising Agreement: an Advertisement Order or an Advertisement Contract.
Advertising Space: the agreed-upon media value, expressed in units customary for the Publication, that is available for the Client’s Advertisements.
Advertorial: an advertisement whose form and content resembles an editorial page but that is from an advertiser.
ANWB: The private company with limited liability ANWB B.V., hereinafter referred to in the singular.
Digital Services: the digital services to be supplied by ANWB to Client on the basis of the Agreement. Services are understood to include: offering Advertising Space on a website, placing links to websites on a website, offering the possibility to sponsor or participate in (part of) a website.
Event: an occurrence connected to one or more titles that has a commercial character.
Reinsertion: every subsequent Placement of the same Advertisement.
Annual Print Run: the number of copies of a magazine title related to the editions with a cover date falling in one calendar year.
Media Office: the natural or legal person who negotiates professionally or commercially in creating Advertisement Contracts.
Offer: a specific offer made by the ANWB to the Client regarding the placement of (an) Advertisement(s) in (a) Publication(s).
Order: order to place an Advertisement.
Client: Advertiser or Media Office.
Option: Advertiser’s confirmed intention to place an Advertisement.
Placement: the reproduction and/or publishing of an Advertisement.
Placement Costs: the net advertising amount, excluding production costs, owed by the Advertiser after discounts have been deducted.
Plus Proposition: commercial enclosure in or with a title.
Term of Claim: term within which complaints can be made.
Closing Date: final date on which ANWB Media still accepts Advertiser’s orders to place a specific Advertisement.
Rules: the Rules for the Advertising Sector as most recently stipulated by the ROTA.
Publication: the paper or digital publication of ANWB in which the Advertisement is placed.
Terms and Conditions: the general terms and conditions referred to here.
Working Days: Monday to Friday.

 

Article 2. Applicability
1. These Terms and Conditions will become effective as of 1 January 2011.
2. These Terms and Conditions apply to every Advertising Agreement or Order that ANWB enters into or receives from a Client to place Advertisements, Plus Propositions and/or other promotional statements in Publications, via Events or electronic services for which ANWB does the advertisement sale and to other activities and services that ANWB carries out in this framework. These terms and conditions can be inspected at ANWB, can be consulted on www.anwb.media.nl and, if possible, can be sent free of charge to Client upon request.
3. The most recent version of the Rules for the Advertising Sector with due observance of the ROTA’s interpretation apply to every Advertising Agreement or Order that ANWB enters into or receives from a Client to place Advertisements, Plus Propositions and/or other promotional statements in Publications, via Events or electronic services for which ANWB does the advertisement sale and to other activities and services that ANWB carries out in this framework to the extent that they supplement and do not contradict these Terms and Conditions. In case of doubt, these Terms and Conditions prevail. The Rules have been filed with the Registrar’s Office of the District Court of Amsterdam and with the Chamber of Commerce in Amsterdam, can be consulted on www.stichtingrota.nl. and, if possible, can be sent free of charge to Client upon request.
4. The most recent version of the Delivery Terms and Conditions of the Graphic Industry apply to every Advertising Agreement or Order that ANWB enters into or receives from a Client to place Advertisements, Plus Propositions and/or other promotional statements in Publications, via Events or electronic services for which ANWB does the advertisement sale and to other activities and services that ANWB carries out in this framework to the extent that they supplement and do not contradict these Terms and Conditions and the Rules. In case of doubt or conflict between the various terms and conditions, these Terms and Conditions will prevail, followed by the Rules and then by the Delivery Terms and Conditions of the Graphic Industry. The Delivery Terms and Conditions of the Graphic Industry have been filed with the Registrar’s Office of the District Court of Amsterdam, can be consulted at www.kvgo.nl and, if possible, can be sent free of charge to Client upon request.
5. ANWB may unilaterally alter these Terms and Conditions, and such alterations will be made known on www.anwbmedia.nl.
6. Any (general) terms and conditions of Client expressly do not apply.

Article 3. Offers and Special Offers
1. Offers by ANWB are once-only, free of obligations and valid for a period of thirty (30) days unless otherwise agreed upon. Offers are made by ANWB in writing or by e-mail to Client. The term of validity of an Offer can be extended by ANWB in writing or by e-mail.
2. Every Agreement will be entered into under the suspensory conditions of sufficient availability of the Services and ANWB’s acceptance of Client.
3. Statements by ANWB in magazines, on websites or otherwise with regard to the Services are offers free of obligations and are subject to changes and availability.
4. ANWB may sell Advertising Space to third parties as long as acceptance of an Offer by Client has not been received by ANWB in writing or by e-mail. If a third party applies for Advertising Space that has already been offered, ANWB will contact this Client and will, if necessary, stipulate another period for acceptance.
5. Unless otherwise agreed upon by parties in writing or by e-mail, the prices and conditions named in a Special Offer, Offer or Advertising Agreement do not apply to reinsertion of an Advertisement, the placement of a new Advertisement or to changes, including expanding or extending an Advertising Agreement.
6. Statements by ANWB in its Publications with regard to the Services are offers free of obligation and are subject to changes and availability.

Article 4. Creation and taking effect of Advertising Agreements
1. Client’s acceptance of an Offer should be done in writing or by e-mail in the period in which this is valid. An Advertising Agreement is created if ANWB confirms this creation to Client in writing or by e-mail after Client has accepted an Offer or after Client has sent an Order orally, in writing or by e-mail.
2. An Advertising Agreement can be entered into by Client under its own name and on behalf of itself or, if Client is a Media Office, under its own name on behalf of a third party. If Client enters into the Advertising Agreement on behalf of a third party, then where ‘Client’ is mentioned in these Terms and Conditions, this third party is referred to.
3. If an Advertising Agreement is created under circumstances without a prior Offer, ANWB will immediately confirm to Client the creation of the Advertising Agreement in writing or by e-mail. The Advertising Agreement will become effective on the date of this confirmation unless otherwise expressly stated in the confirmation.
4. If under circumstances such as great haste, no Offer is made and no confirmation has been sent in writing or by e-mail in accordance with Article 3.1, then an Advertising Agreement will be considered to have been created at the moment that the Advertisement is placed.
5. Claims relating to the content of a confirmation as understood in this Article should be received within seven (7) working days in writing or by e-mail after the confirmation by ANWB. Failing this, the content of the Advertising Agreement is definitive in accordance with this confirmation.

Article 5. Advertising Contracts
1. An Advertising Contract applies only to Advertising Orders on behalf of Client itself or, if Client acts on behalf of a third party, on behalf of this specific third party for whom the Advertising Contract has been entered into.
2. An Advertising Contract is assumed to have become effective as of the Placement of the first Advertisement in the framework of the Advertising Contract, for the (remaining) period of the current calendar year and ending on 31 December of the calendar year in question unless otherwise expressly agreed upon in writing or by e-mail. An Advertising Contract automatically terminates after the agreed-upon period of the contract (including any extensions) has expired.
3. If ANWB decides to terminate a Publication or to reduce the number of issues of such, then as of the moment that placement is no longer possible, Clients are not entitled to further placements and ANWB is not obliged to place Advertisements in this Publication despite an Advertisement Contract related to this Publication.
4. Any changes to the print run(s) of one or more Publication during the contract period do not affect the content of the Advertising Contract.
5. If during the contract period Client has not used or cannot use the agreed-upon Advertising Space, then prior to the end of the contract period, Client can request in writing or by email that ANWB extend the contract period by a maximum of two months so that the unused Advertising Space can be used. In that case, the rates that apply at the moment of Placement will be charged.
6. Client is entitled to exceed the agreed-upon Advertising Space within the contract period. The agreed-upon rates apply without a further surcharge.
7. If Client asks ANWB to carry out a Plus Proposition Order or an Order for other promotional purposes at a later date than that agreed upon, ANWB retains the right to increase the agreed-upon price by the amount of the extra costs made.
8. If after the (extended) contract period has expired the Client has not fully used the agreed-upon Advertising Space, the right to further Placement is no longer valid after this date and Client cannot claim reimbursement in money, advertising space or in any other form. Nevertheless, Client is obliged to pay the entire amount owed according to the advertising contract, and the discounts given to Client on the basis of the agreed-upon Advertising Space no longer apply and must be recalculated on the basis of the Advertising Space actually used.

Article 6. Advertisements
1. Client is responsible for the content of the Advertisements offered and the Advertisement Material delivered for them.
2. Advertisements may not contain statements that are in violation of the law, or regulations (including the Dutch Advertising Code), public order or public morality nor may their content violate the (intellectual property) rights of third parties. Client indemnifies ANWB against claims from third parties.
3. ANWB retains the right to make reasonable changes to the content and form of Advertisements without Client being entitled to restitution of (part of) the price of the Advertisement.
4. ANWB retains the right to refuse an Advertisement (Order), if need be without giving reasons.
5. Unless otherwise expressly agreed upon in writing or by e-mail, ANWB does not grant Client exclusivity such as with regard to the products or services offered in the Advertisement. ANWB is free to accept Advertisements from third parties as it sees fit and to place them randomly in the same Publication.

Article 7. Advertisement Material
1. The ANWB should have the Advertisement Material no later than the Delivery Date. ANWB is entitled not to place Advertisement Material that for whatever reason has been received after the Delivery Date, this without prejudicing Client’s obligation to pay the costs involved in the Advertisement (Order) in question. Client bears the risk of sending the Advertisement Material however it is sent.
2. ANWB will treat the received Advertisement Material with care, but it is not liable for any damage to, loss of or unserviceableness of the Advertisement Material unless this is done intentionally or as the result of gross negligence.
3. The Advertisement Material must be delivered to ANWB in accordance with the demands made by ANWB. These can be consulted on www.anwbmedia.nl.
4. Client ensures that the digitally delivered Advertisement Material is safe and contains no viruses, Trojan horses, worms or other programmes that could in any way damage a computer system, computer programmes or websites. Client also ensures that, if delivering Advertisement Material online, it will not use equipment and/or programmes that could interrupt the normal working of the ANWB website(s) nor will it send data whose size and/or properties would make unreasonably heavy demands on the ANWB website(s).
5. ANWB is entitled to refuse Advertisement Material that is not delivered in accordance with the requirements stated in paragraphs 3 and 4 and, if the material is placed, to charge Client for the extra costs incurred.
6. ANWB will try to reproduce the delivered Advertisement Material as well as possible in the Publication. However, Client should make reasonable allowances for deviations in print and colour.
7. If Advertisement Material is made available to ANWB after the Delivery Date and placement is still possible, corrections, complaints and claims about the reproduction method and/or quality of colour are expressly ruled out.
8. ANWB will not return the Advertisement Material to Client. ANWB is entitled to destroy or (in the case of digital material) delete this material after the order has been completed.
9. The (intellectual) property rights of Advertisement Material created by or on behalf of ANWB lie exclusively with ANWB.
10. At the request of Client, ANWB will make available one proof number of the Publication with the Advertisement in question in digital or in printed form, this to be decided by Client.
11. If an Advertisement is placed in more than one issue and/or edition of the same Publication and Client requests extra proof numbers from ANWB, ANWB is entitled to charge Client for the costs it has incurred to provide these extra proof numbers.

Article 8. Special stipulations with regard to Advertorials
1. Above an Advertorial the word ‘Advertisement’ or ‘Advertorial’ will always be placed in 8-point capital. For production/technical reasons, this may also very rarely be placed at the bottom of the page.
2. An Advertorial is at least 1/1 page. For an Advertorial of more than two pages the word ‘Advertisement’ or ‘Advertorial’ will be placed at least on the first and on the last pages. The logo of Client will be shown on each page or spread.
3. The number of Advertorials per edition of the Publication in question is limited to a maximum of two for a weekly Publication and a maximum of four for a monthly Publication.
4. An Advertorial may not be reinserted in the same Publication or in another Publication.
5. In the edition in which an Advertorial from a certain Client is placed, this Client may not be given extra editorial attention.
6. The lay-out and typography of the Advertorial should differ sufficiently from the (page) pattern, and the typefaces of the heading and running text of the Publication, this according to the judgment of ANWB.
7. The (sub) title and/or the logo of the Publication or ANWB may not be used in the text of the Advertorial.
8. The sender of the Advertorial must be clearly mentioned and the Advertorial must not state anything on behalf of the editors of the Publication in question.
9. The logo and the product or service in question of Client must be clearly visible in a pack shot.
10. The Advertorials (partly) produced by ANWB remain the property of ANWB. Client is not allowed to reuse the material for other media and/or other activities without prior permission from ANWB.

Article 9. Rates and payment
1. On www.anwbmedia.nl ANWB publishes the advertising rates that are valid for the year in question by means of the rate cards as well as the rates for the Plus Propositions. Copies of these are sent free of charge at first request.
2. ANWB retains the right to revise the rates mentioned in paragraph 1 of this Article. If interim rate changes are made, they do not apply to agreements previously made in writing or by e-mail.
3. ANWB gives only a 15 % discount on the gross amount of the advertising costs owed if Placement has happened by a natural person or a legal person who is registered by the ROTA’s Commission to Grant Registrations and this is accepted by ANWB as a Media Office. The discount is given by deducting it from the amount to be paid.
4. Rates do not include VAT unless otherwise stated.
5. Payment of the amount owed in connection with the Advertising Agreement must be made within 28 calendar days of the date of invoice.
6. In general, billing in connection with an Advertising Agreement occurs after each placement of an Advertisement. ANWB is entitled to claim payment in advance and/or to bill parts at a time. All of the connected costs are at the expense of Client.
7. The period stated in paragraph 5 is a strict period. If the full amount owed has not been paid within the period in question, starting on the due date an interest of 1% per month is owed on the amount due, and part of a month is calculated as a full month. All costs incurred from the (extrajudicial) collection of the amount owed are at the expense of Client, and these costs are set to at least 15% of the main amount due plus the interest, this at a minimum of €150.
8. Complaints about a bill should be submitted in writing or by e-mail within fourteen (14) days of billing date. Failing this, the accuracy of the bill is definitive.

Article 10. Cancellations
1. Expressly excluding that stated in Article 7 of the Rules, Client owes the following in case of cancellation:
a) cancellation less than two (2) working days prior to Delivery Date: 10% of the amount involved in the Advertisement (Order);
b) cancellation after Delivery Date: the full amount involved in the Advertisement (Order).
2. In the case of cancellation of an Advertisement (Order) falling under an Advertising Contract, ANWB will charge Client the difference between the agreed-upon discount and the discount for the Advertising Space actually used.
3. Cancellations must always be done in writing or by e-mail.
4. In case of cancellation, costs incurred by ANWB in connection with specific requirements for the Advertisement will always be charged in full to the Client.

Article 11. Shortcoming, liability, suspension, termination
1. If Client fails to fulfil its obligations stemming from the Advertising Agreement, ANWB is entitled to suspend the execution of the Advertising Agreement for the period of the failure and to (still) request payment in advance, or after a written notice of default in which Client is given a reasonable period of recovery, ANWB is entitled to partially or fully terminate the Advertising Agreement without being obliged to compensate Client for any loss. No notice of default is required if a strict deadline, such as a payment deadline, is exceeded. Suspension or termination by ANWB does not relieve Client of its obligation to pay the full amount involved in the Advertising Agreement.
2. Client is liable for all costs and loss on the part of ANWB resulting from its failure to fulfil its obligations stemming from the Advertising Agreement, without prejudicing the obligation to pay the full amount involved in the Advertising Agreement. Client indemnifies ANWB against claims from third parties and for all other costs, especially the costs of legal assistance.
3. If during the execution of a Plus Proposition Order such failure leads to loss to ANWB magazines or if the production of said magazines comes to a halt, the resulting costs are at the expense of Client.
4. ANWB is liable only for Client’s loss resulting from not placing (on time) an Advertisement, from inaccuracies in an (reproduction of an) Advertisement or from another cause if ANWB can be accused of intention or gross negligence. In the case of repeated reinsertions of the same Advertisement, ANWB is liable only for mistakes if and to the extent that the mistake in question was not corrected by ANWB after it had been reported to Client and within the allotted period of time.
5. Every instance of liability of ANWB is always limited to the amount involved in the Advertisement in question. Liability of ANWB for indirect loss or consequential loss is expressly excluded.
6. If unforeseen circumstances arise at ANWB or in the case of force majeure, ANWB is entitled to suspend the performance of the Advertising Agreement for as long as this situation continues or, at the choice of ANWB, to partially or fully terminate the Advertising Agreement. In such a case, ANWB is not obliged to reimburse Client for any loss. Force majeure also includes failures on the part of suppliers to ANWB or on the part of other contracted third parties, the temporary unavailability or not sufficient availability of hardware, software and/or internet or other telecommunications connections that are needed to supply the Services, the termination of a webpage managed by a third party, strikes, (unforeseen) government measures, war, fire, natural disasters and every other situation over which ANWB cannot exercise (decisive) control.
7. As soon as the situation of force majeure has lasted for longer than three months, Client is entitled to immediately terminate the Advertising Agreement in writing or by e-mail.
8. If Client is granted a (preliminary) moratorium or is declared to be in liquidation, ANWB is entitled to immediately terminate the Advertising Agreement in writing or by e-mail without prejudicing the Client’s obligation to pay the entire amount involved in the Advertising Agreement. If there is an Advertising Contract that has been entered into on behalf of a third party and this third party is declared to be in liquidation during the period of the Advertising Contract, instead of having to pay the full amount owed, Client is entitled to pay the difference between the discount received and the discount that would apply on the basis of the amount already spent according to the applicable rate card.

Article 12. Third parties
1. Client is liable for the fulfilment of all obligations arising from the Advertising Agreement. The Client who has entered into an Advertising Agreement under its own name but on behalf of a third party guarantees that this third party accepts and complies with the stipulations of the Advertising Agreement.
2. If a Media Office enters into an Advertising Agreement in the name and at the expense of a third party (being the Client), this Media Office, when requested by ANWB, must show that it is authorised to act on the instruction of this third party. If it cannot be shown that the Media Office acted with authorisation, it will be understood that it has acted in its own name and at its own expense.

Article 13. Complaints
1. Client accepts that, as a result of various causes, the reproduction of the Advertisement in the Publication can deviate from the delivered Advertising Material and/or any proofs.
2. Any complaints about the performance of an Advertising Agreement (including complaints about the method of reproduction or the quality of the colour) should be sent by Client to ANWB in writing or by e-mail within fourteen (14) days of the (first) date of publication of the Publication in which the Advertisement has been published. Failure to do so absolves ANWB from any liability.
3. Complaints about the (performance of the) Advertising (Agreement) does not discharge Client from fulfilling its obligations, including payment of the amount owed.
4. Complaints about the performance of instructions given by phone or in handwriting will not be accepted.

ADDITIONAL STIPULATIONS REGARDING ADVERTISEMENTS IN ONLINE PUBLICATIONS

Article 14. General, impressions
1. These additional stipulations apply only to display advertisement such as buttons, banners, skyscrapers, etcetera. These additional stipulations expressly do not apply to classified ads and search engine advertising.
2. The rates for Advertisements in digital Publications are given, inter alia, on the basis of the costs per thousand impressions (“CPM”) (as stated in the applicable rate card).
3. In consultation with Client, Advertising Agreements in which the agreed-upon number of impressions is not realised in the agreed-upon period will be:
a) stopped, in which case only the served impressions will be billed and the Advertisement in question will be removed;
b) prolonged to the moment at which the number of agreed-upon impressions has been reached; or
c) used for other digital Publications.

Article 15. Premium Display Advertising
1. Premium Display Advertising is Client’s exclusive right to advertise on an internet page or internet site from the ANWB portfolio. This exclusivity applies only to the fixed display positions and in no case to text links.
2. In the case of Premium Display Advertising the ANWB makes the use of frequency capping available to Client free of charge.
3. In the case of Premium Display Advertising Client is entitled to add extra images and sound to its Advertisements at no extra cost with the understanding that ANWB is entitled to reject this extra material without necessarily having to give reasons.
5. Within Premium Display Advertising ANWB is entitled to change Advertisement Material weekly without additional costs. The Advertisement Material should be delivered according to the delivery specifications made known by ANWB.

Article 16. Fixed Position Advertising
1. Fixed Position Advertising is the right to advertise at a fixed position on an internet page or internet site from the ANWB portfolio.
2. Reports related to Fixed Position Advertising are delivered by ANWB at the order, site and day level.
3. If Client’s fixed position is not available due to circumstances, ANWB is then entitled to suspend or cancel the placing of the Advertisement without Client being entitled to compensation for the costs incurred and/or loss incurred.

Article 17. Additional costs
1. Any additional costs for online Advertisements, including production costs and external hosting costs in the framework of Display Advertising are at the expense of Client.
2. If Client does not accept the costs stated in paragraph 1, ANWB is entitled to terminate the Advertising Agreement immediately without having to reimburse Client for any costs.

Article 18. Miscellaneous
1. ANWB will record Client’s data in order to execute the Advertising Agreement. ANWB’s privacy statement, which can be found on www.anwb.nl, applies to this recording.
2. Any deviations from or additions to the Advertising Agreement and these Terms and Conditions are valid only if confirmed by ANWB in writing or by e-mail.
3. The ineffectiveness or invalidity of one of the stipulations of these Terms and Conditions does not impair the other stipulations.
4. The Advertising Agreement is subject to Dutch law.
5. Any disputes arising from the Advertising Agreement will be submitted only to the competent Court in The Hague.