Terms and Conditions of
Out-of-home Media Advertising Business
Electronic Advertising and Poster Advertising Business.

1 Contracting party
The contractual partners are Verner & Friends GmbH (hereinafter referred to as Verner & Friends), Hofjägerallee 10, 13465 Berlin and the advertising client or an agency/advertising agent commissioned by the advertising client (hereinafter jointly referred to as the client), who is not a consumer within the meaning of § 13 BGB (German Civil Code).

2 Subject of the contract
2.1 The subject matter of the contract results from these General Terms and Conditions of Business and from the regulations made in the service description. These regulate the publication of advertising material on Verner & Friends outdoor advertising facilities (hereinafter referred to as out-of-home media facilities).
2.2 Deviating regulations must be in writing. The assumption of a guarantee for certain properties (condition) also requires written confirmation by Telekom to be effective.
2.3 The customer's general terms and conditions of business shall not form part of the contract, even if they are attached to requests for proposals, orders, declarations of acceptance, etc., and are not contradicted.

3 Contracts and Offers
3.1 The contract for the publication of advertising material on out-of-home media systems (hereinafter referred to as the advertising contract) is concluded by a booking request from the customer (offer) and a written order confirmation from Verner & Friends (acceptance). Offers made by Verner & Friends are subject to confirmation. Agreements on changes must be in writing.
3.2 Verner & Friends reserves the right to refuse to accept a booking request in whole or in part if the publication of the advertisement is not reasonable due to its content, sender or technical form. Verner & Friends is also entitled to refuse to accept a booking request if the advertising is contrary to the guidelines or interests of Verner & Friends or the company/person on whose behalf the advertising medium is located. If the contract has already been concluded, Verner & Friends has the right to withdraw from the contract in the cases mentioned above.
3.3 The customer must specify the product group to be advertised in the booking request. If the customer is an agency/advertising agent, the booking request will only be accepted if the advertiser is named.

4 Obligations and duties of the customer
The customer has in particular the following obligations:
a) For each direct debit not redeemed or returned, the customer must reimburse Verner & Friends for the costs incurred to the extent that the customer is responsible for the event which caused the costs.
b) The customer must deliver the advertising material in the format and within the time limit specified by Verner & Friends and in accordance with the technical specifications to the address given by Verner & Friends at his own expense and risk. An exact description of the format requirements to be observed by the customer for the respective advertising media and any technical requirements which may need to be observed is given in the service description or in the media data.
c) The customer guarantees that the advertising media provided by him does not violate official orders, general laws or morality, nor infringe or infringe the rights of third parties of any kind, and in this respect indemnifies Verner & Friends from all claims of third parties, including any legal defence costs.

5 Implementation of the advertising contract
5.1 The contractual execution of the advertising contract includes
a) in the case of electronic advertising, the placement of the delivered advertising contribution
b) in the case of poster advertising, the billposting as well as the maintenance, repair and, if necessary, replacement of damaged advertising displays during the agreed display period.
5.2 The exclusion of competitors of the advertising customer is not guaranteed, i.e. Verner & Friends does not guarantee that advertising from competitors of the advertising customer will not also be published on the advertising media covered by the contract. However, Verner & Friends will, where possible, not place or broadcast advertisements of competitors in immediate succession.
5.3 Verner & Friends is entitled to postpone the agreed date for the placement of the advertising media by a reasonable period of time if technical or other serious reasons make a postponement necessary. In this case Verner & Friends will inform the customer immediately about the delay and give him the expected date of the placement. Verner & Friends is entitled to withdraw from the agreed broadcast or display of the advertising supplied by the customer if technical reasons, force majeure, strike, official orders or other circumstances prevent the broadcast or display. In the cases mentioned above the customer has no claims against Verner & Friends. If the broadcast is not carried out due to circumstances for which Verner & Friends is responsible, the customer will be offered a replacement. If the advertising purpose can no longer be achieved by a replacement, Verner & Friends will provide the customer with a credit note in the amount of the remuneration to be paid by the customer. If the credit note is redeemed, any agency commissions and special agent fees cannot be deducted.
5.4 Verner & Friends will return the advertising material to the customer at the cost and risk of the customer, provided that the customer has requested Verner & Friends to do so in writing before the start of the broadcast or before posting. Otherwise Verner & Friends has the right to destroy the advertising material three months after it has been broadcast.
5.5 The customer receives a photo documentation of each order. The scope of the photo documentation is determined by Verner and Friends alone (usually one location/one day). Playlists or other proofs are expressly not supplied.

6 Special features of agency/advertising agent
If the customer is an agency/advertising agent, the agency/advertising agent assigns its claims against the advertising customer arising from the contract concluded with the latter to Verner & Friends on conclusion of the present advertising contract, insofar as they are the subject of the advertising contract. Verner & Friends hereby accepts the assignment (assignment for security).Verner & Friends is entitled to disclose this to the advertising customer if the agency/advertising agent is in arrears with its payment obligations.

7 Rights of use
7.1 The customer agrees to grant Verner & Friends a simple, non-exclusive, worldwide right to use the advertising material provided, limited in time to the duration of the advertising contract and limited in content to the purpose of the contract.
The customer assures that he has all rights to the advertising material necessary to grant Verner & Friends the rights granted in this contract.
7.2 The customer grants Verner & Friends the right to use the supplied advertising material free of charge for its own advertising purposes, in particular in the context of reporting on Verner & Friends' out-of-home media offering. Verner & Friends is entitled to name the customer as a reference customer.

8 Withdrawal from the contract
The customer can only withdraw from the advertising contract by written declaration and only in the case of booking other advertising media. In the event of withdrawal up to 30 calendar days before the agreed broadcast, the customer is obliged to pay 75% of the agreed remuneration. If the declaration of withdrawal is made up to 60 calendar days before the agreed start of the broadcast, the customer is obliged to pay 50% of the agreed remuneration. If the declaration of rescission is made within the last four weeks before the agreed broadcast, the agreed remuneration shall be paid in full. Bookings of Citylight-Posters cannot be cancelled.
In the case of booking megalight and giant posters, the following cancellation fees apply:
150 calendar days before = 25 %.
90 calendar days before = 50 %.
If the declaration of withdrawal is made at a later date, the agreed payment shall be paid in full.

9 Prices and terms of payment
9.1 Unless otherwise agreed, the current list prices of Telekom or Verner and Friends apply.
9.2 Remuneration and incidental costs are always net prices plus statutory taxes and duties.
9.3 The invoice amount shall be paid to the account specified in the invoice. It must be credited at the latest on the fourteenth day after the invoice date. In the case of a direct debit authorization given by the customer, Verner & Friends will not debit the invoice amount from the agreed account before the seventh day after receipt of the invoice.
9.4 Verner & Friends has the right to demand advance payment. If there is reasonable doubt about the solvency of the customer, Verner & Friends is entitled to make the execution of further advertising campaigns - even during the term of the contract - dependent on the advance payment of the amount and the settlement of outstanding invoices, regardless of any originally agreed payment terms, without this giving rise to any claims against Verner & Friends by the customer.
9.5 The customer is only entitled to a right of set-off if his counterclaim is legally binding or undisputed. The customer is only entitled to assert a right of retention because of counterclaims arising from this contractual relationship.

10 Contractual disruption and Liability
10.1 If the Customer does not deliver the Advertising Media, does not deliver them in time or does not deliver them in the agreed format and if, for this reason, the broadcast cannot take place or cannot take place as agreed, the Customer shall remain obliged to pay the contractually agreed remuneration. Saved expenses must be credited to Verner & Friends.
Any additional costs incurred due to late delivery or delivery not in the agreed format are to be borne by the customer. Minor deviations from the agreed broadcast figures are at the expense of the customer.
10.3 Obvious defects are to be reported to Verner & Friends in writing immediately after the start of the placement.
10.4 Verner & Friends is not liable for damage to advertising media by third parties or by force majeure.

11 Contract period
The contract ends automatically at the end of the agreed broadcasting or billposting period, without the need for termination.

12 Other conditions
12.1 Verner & Friends is entitled to provide the services through third parties as subcontractors. Verner & Friends is liable for the services provided by subcontractors as for its own actions.
12.2 German law applies to the contractual relationship between the parties.
12.3 Place of jurisdiction for all disputes arising from or in connection with this contract is Berlin. Any exclusive place of jurisdiction shall prevail.
12.4 The customer may only transfer the rights and obligations of this contract to a third party with the prior written consent of Verner & Friends.

Verner & Friends, Version: 2019