General Terms and Conditions

Article 1 — Definitions

In these General Terms and Conditions, the following capitalised terms shall have the meanings set out below, whether used in singular or plural form:

• Meier Media: Meier Media B.V., having its registered office in Rotterdam, registered with the Dutch Chamber of Commerce under number 80869246, with establishment number NL861831718B01, located at Schiedamse Vest 154, 3011BH Rotterdam, the Netherlands.
• Client: the natural person or legal entity that enters into or wishes to enter into an Agreement with Meier Media, or to whom Meier Media issues a quotation or offer.
• Parties: Meier Media and the Client jointly.
• Agreement: any agreement between Meier Media and the Client, including any amendments and supplements thereto, as well as all (legal) acts in preparation for and in performance of that agreement.
• Service(s): all services provided by Meier Media to the Client, including but not limited to: media buying intelligence, marketing cost optimisation, media deal sourcing, benchmark analyses, negotiation with media suppliers, audits of existing media deals, and advisory services relating to Media Inventory.
• Media Inventory: all forms of advertising and media buying opportunities, including but not limited to: out-of-home (OOH), digital display, sports sponsorship, television, radio, print, and online media channels.
• Media Budget: the total amount that the Client spends or intends to spend on media buying over a given period.
• Savings: the difference between the market-rate price and the price obtained by Meier Media for comparable Media Inventory, as calculated in accordance with the methodology set out in the Agreement.
• In Writing: by letter, email, or any other means of communication that may be regarded as equivalent in light of current technology and prevailing standards in society.

Article 2 — Applicability

2.1. These General Terms and Conditions apply to all quotations, offers, agreements, and deliveries of Services by Meier Media, unless expressly agreed otherwise In Writing.

2.2. The applicability of any purchase conditions or other terms and conditions of the Client is expressly rejected, unless Meier Media has expressly accepted them In Writing.

2.3. If any provision of these General Terms and Conditions is or becomes wholly or partially void or annulled at any time, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. Meier Media and the Client shall enter into consultations to agree on new provisions to replace the void or annulled provisions, whereby the purpose and intent of the original provisions shall be observed to the greatest extent possible.

2.4. If Meier Media does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply, or that Meier Media would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other instances.

2.5. Meier Media is entitled to amend these General Terms and Conditions. Amendments shall take effect thirty (30) days after written notification to the Client, unless a different date is specified in the notification. If the Client does not agree with the amended terms and conditions, the Client shall have the right to terminate the Agreement in observance of the applicable notice period.

Article 3 — Quotations and offers

3.1. All quotations and offers from Meier Media are without obligation, unless a period for acceptance has been set in the quotation. If no acceptance period has been set, no rights whatsoever can be derived from the quotation or offer if the product or service to which the quotation or offer relates is no longer available in the interim.

3.2. Meier Media cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

3.3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the Agreement, including but not limited to travel and accommodation expenses, shipping costs, and administrative costs, unless stated otherwise.

3.4. Indications of potential Savings mentioned in quotations or offers are based on historical market data and empirical benchmarks and shall never constitute a guarantee for Savings actually to be achieved. Such indications are in no way binding on Meier Media.

3.5. If the acceptance deviates (whether or not on minor points) from the offer contained in the quotation or offer, Meier Media shall not be bound by it. The Agreement shall then not be concluded in accordance with such deviating acceptance, unless Meier Media indicates otherwise.

3.6. A composite quotation does not oblige Meier Media to perform part of the assignment at a corresponding part of the quoted price. Quotations and offers do not automatically apply to future orders.

Article 4 — Performance of the Agreement

4.1. Meier Media shall perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice. Meier Media has an obligation of best efforts and not an obligation of result. Meier Media therefore does not guarantee that specific Savings, Media Inventory, or deal terms will be achieved.

4.2. The Services of Meier Media may include, among other things:

• Analysing and benchmarking the Client's existing Media Budget and media buying;
• Identifying and sourcing alternative Media Inventory at more favourable rates;
• Negotiating with media suppliers, publishers, and platforms on behalf of or for the benefit of the Client;
• Advising on the optimal allocation and timing of media buying;
• Reporting on achieved Savings and market insights;
• Providing access to Meier Media's network and deals.

4.3. Meier Media shall determine the manner in which the Agreement is performed, but shall take into account the wishes expressed by the Client to the greatest extent possible, insofar as Meier Media considers this conducive to the proper performance of the Agreement.

4.4. Meier Media has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.

4.5. If Meier Media or third parties engaged by Meier Media perform work at the Client's premises or at a location designated by the Client in connection with the assignment, the Client shall provide free of charge the facilities reasonably required by such personnel.

4.6. Meier Media shall not be liable for any damage of any nature whatsoever resulting from Meier Media having relied on incorrect and/or incomplete information provided by the Client, unless such inaccuracy or incompleteness should have been known to Meier Media.

Article 5 — Obligations of the Client

5.1. The Client shall ensure that all information which Meier Media indicates is necessary, or which the Client should reasonably understand to be necessary for the performance of the Agreement, is provided to Meier Media in a timely manner. This includes in particular, but is not limited to:

• Current and historical data regarding the Media Budget;
• Existing contracts and agreements with media suppliers;
• Information on current rates, volumes, and terms of media buying;
• Objectives and priorities with respect to media deployment;
• Relevant internal decision-making procedures and timelines.

5.2. The Client warrants the accuracy, completeness, and reliability of the information and documents made available to Meier Media, even if they originate from third parties.

5.3. If the information required for the performance of the Agreement has not been provided to Meier Media in a timely manner, Meier Media shall have the right to suspend the performance of the Agreement and/or to charge the Client for any additional costs arising from the delay at the prevailing rates.

5.4. The Client shall inform Meier Media without delay of any facts and circumstances that may be relevant to the performance of the Agreement, including changes in the Media Budget, marketing strategy, or the relationship with existing media suppliers.

5.5. The Client shall indemnify Meier Media against any claims by third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to the Client.

Article 6 — Fees and payment

6.1. The fee for the Services of Meier Media may consist of one or more of the following components, as further specified in the Agreement:

• Commission on Savings: a percentage of the realised Savings relative to the benchmark agreed upon by the Parties, calculated over a period to be determined;
• Retainer: a fixed monthly or quarterly fee for ongoing advisory and optimisation services;
• Project fee: a one-time fee for specific projects such as audits, benchmarks, or deal negotiations;
• Media Budget-related fee: a percentage of the Media Budget managed or optimised by Meier Media.

6.2. All stated fees are exclusive of VAT, unless expressly stated otherwise. Meier Media is entitled to adjust its fees annually. Fee changes shall be communicated to the Client In Writing at least thirty (30) days in advance.

6.3. Payment shall be made within fourteen (14) days of the invoice date, into a bank account designated by Meier Media, unless agreed otherwise In Writing. Objections to the amount of the invoice shall not suspend the payment obligation.

6.4. If the Client fails to pay the amounts due within the agreed term, the Client shall be in default by operation of law. The Client shall then owe interest of 1.5% per month, unless the statutory (commercial) interest rate is higher, in which case the statutory (commercial) interest rate shall apply. Interest on the overdue amount shall be calculated from the moment the Client is in default until the moment of payment of the full amount due.

6.5. If the Client is in breach or default of the (timely) performance of its obligations, all reasonable costs of obtaining satisfaction out of court shall be borne by the Client. The extrajudicial costs shall amount to at least 15% of the invoice amount, with a minimum of EUR 500.00.

6.6. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the Client, the claims of Meier Media against the Client shall become immediately due and payable.

6.7. Meier Media shall have the right to apply payments made by the Client first in reduction of costs, then in reduction of accrued interest, and finally in reduction of the principal sum and current interest.

Article 7 — Duration and termination

7.1. The Agreement shall be entered into for the duration as specified in the Agreement. In the absence of an expressly agreed duration, the Agreement shall be deemed to have been entered into for a period of twelve (12) months.

7.2. Upon expiry of the initial term, the Agreement shall be tacitly renewed for the same period each time, unless either Party terminates the Agreement In Writing in observance of a notice period of three (3) months prior to the end of the then-current contract period.

7.3. Meier Media shall be entitled to dissolve the Agreement with immediate effect if:

• The Client is in default with respect to one or more obligations under the Agreement and such default has not been remedied within fourteen (14) days after written notice of default;
• After the conclusion of the Agreement, Meier Media becomes aware of circumstances giving good reason to fear that the Client will not fulfil its obligations;
• The Client has been declared bankrupt, has applied for or been granted a suspension of payment, or has otherwise lost the free disposal of its assets;
• Circumstances arise of such a nature that performance of the Agreement is impossible or that the unaltered continuation of the Agreement cannot reasonably be required.

7.4. If the Agreement is terminated prematurely by the Client in breach of the agreed term and notice period, the Client shall be obliged to pay the remaining fees over the original contract period, without prejudice to the right of Meier Media to full compensation of damages.

7.5. Termination of the Agreement shall not affect those obligations which by their nature are intended to survive termination, including in any event the obligations arising from confidentiality (Article 10), intellectual property (Article 9), and outstanding payment obligations.

Article 8 — Liability

8.1. Meier Media shall only be liable for direct damage that is the direct result of an attributable failure in the performance of the Agreement. Direct damage shall exclusively mean:

• Reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions;
• Any reasonable costs incurred to bring the defective performance of Meier Media into conformity with the Agreement, insofar as these can be attributed to Meier Media;
• Reasonable costs incurred to prevent or mitigate damage, insofar as the Client demonstrates that these costs have led to a reduction of direct damage as referred to in these General Terms and Conditions.

8.2. The total liability of Meier Media for an attributable failure in the performance of the Agreement shall be limited to compensation of direct damage up to a maximum of the amount invoiced by Meier Media to the Client under the Agreement in the six (6) months preceding the event giving rise to the damage, with an overall maximum of the amount paid out by Meier Media's liability insurance in the case in question, plus the amount of the deductible under such insurance.

8.3. Meier Media shall never be liable for indirect damage, including but not limited to: consequential damage, lost profits, missed Savings, missed Media Inventory or deals, damage due to business interruption, damage resulting from failure to achieve expected or indicated Savings, or any other damage that cannot be classified as direct damage.

8.4. Meier Media does not guarantee that specific Savings, rates, or deal terms will be achieved. All indications, forecasts, or estimates with respect to potential Savings are inherently uncertain and are not binding on Meier Media. The failure to achieve expected Savings shall not constitute an attributable failure on the part of Meier Media.

8.5. The limitations of liability set out in this article shall not apply if the damage is attributable to intent or wilful recklessness on the part of Meier Media or its senior management.

8.6. A prerequisite for the existence of any right to compensation of damages is that the Client reports the damage to Meier Media In Writing as soon as possible after it has arisen. Any claim for compensation of damages against Meier Media shall lapse by the mere expiry of twelve (12) months after the claim has arisen.

Article 9 — Intellectual property

9.1. All intellectual property rights in the documents, advice, analyses, reports, benchmarks, models, methodologies, software, tools, and other materials developed or made available by Meier Media in connection with the Agreement shall vest exclusively in Meier Media or its licensors.

9.2. The Client shall receive a non-exclusive, non-transferable, and non-sublicensable right to use the materials made available to the Client, solely for the purpose for which they were provided and for the duration of the Agreement, unless agreed otherwise In Writing.

9.3. The Client shall not be permitted to reproduce, publish, modify, or make available to third parties any materials of Meier Media, other than in the context of the use for which the material was provided.

9.4. The methods, algorithms, models, and databases developed or used by Meier Media for analysing media markets, sourcing Media Inventory, and calculating Savings are and shall remain the exclusive property of Meier Media.

9.5. The Client shall indemnify Meier Media against claims by third parties relating to intellectual property rights in materials or data provided by the Client that are used in the performance of the Agreement.

Article 10 — Confidentiality

10.1. Both Parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from any other source in the context of the Agreement. Information shall be deemed confidential if it has been communicated as such by the other Party or if its confidential nature is apparent from the nature of the information.

10.2. Confidential information of Meier Media shall in any event, but not exclusively, include:

• Information regarding the network, contacts, and relationships of Meier Media with media suppliers, publishers, and platforms;
• Information regarding the rates, discounts, commissions, and deal terms applied or obtained by Meier Media (media pricing);
• The methodologies, models, and tools used by Meier Media for analysing and optimising media buying;
• The identity of other clients of Meier Media and the results achieved by them;
• Commercial and financial data of Meier Media.

10.3. Confidential information of the Client shall in any event, but not exclusively, include: information regarding the Media Budget, the marketing strategy, the existing media contracts and rates, and the financial results of the Client.

10.4. The confidentiality obligation shall not apply to information that:

• Was already publicly available at the time of receipt or has become publicly available thereafter through no act of the receiving Party;
• The receiving Party can demonstrably prove was already in its possession at the time of receipt;
• The receiving Party has received from a third party who was entitled to disclose such information;
• Must be disclosed by virtue of legislation, regulations, or a court order.

10.5. The confidentiality obligation shall remain in force during the term of the Agreement and for a period of three (3) years following its termination.

10.6. In the event of a breach of the confidentiality obligation, the breaching Party shall forfeit an immediately payable penalty of EUR 25,000.00 per breach, plus EUR 2,500.00 for each day that the breach continues, without prejudice to the other Party's right to full compensation of damages.

Article 11 — Force majeure

11.1. Meier Media shall not be obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and for which it cannot be held accountable by virtue of the law, a legal act, or generally accepted standards.

11.2. Force majeure within the meaning of these General Terms and Conditions shall include, in addition to what is understood as such in law and case law, all external causes, foreseen or unforeseen, over which Meier Media has no control, but which prevent Meier Media from fulfilling its obligations. This shall include, among other things: government measures that impede the delivery of Services, changes in media markets or media supplier policies that materially affect the availability or pricing of Media Inventory, strikes, disruptions in internet or telecommunications networks, epidemics, pandemics, natural disasters, and war.

11.3. Meier Media may suspend its obligations under the Agreement for the duration of the force majeure event. If this period exceeds three (3) months, either Party shall be entitled to dissolve the Agreement without any obligation to compensate the other Party for damages.

11.4. Insofar as Meier Media has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure, or will be able to fulfil them, and the fulfilled or to-be-fulfilled part has independent value, Meier Media shall be entitled to invoice the already fulfilled or to-be-fulfilled part separately.

Article 12 — Governing law and disputes

12.1. All legal relationships to which Meier Media is a party shall be exclusively governed by the laws of the Netherlands, even if an agreement is performed wholly or partially abroad or if the party involved in the legal relationship is domiciled there.

12.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12.3. The Parties shall only have recourse to the courts after they have made every effort to settle a dispute by mutual consultation. The Parties shall make themselves available for mediation before having recourse to the courts.

12.4. The competent court in the district of Rotterdam shall have exclusive jurisdiction to hear disputes arising from or in connection with the Agreement and/or these General Terms and Conditions, unless another court has jurisdiction by virtue of mandatory law.

12.5. If any provision of these General Terms and Conditions proves to be void or invalid, this shall not affect the validity of the remaining provisions. In such a case, the Parties shall enter into consultations with the aim of agreeing on new provisions to replace the void or invalid provisions.

Contact details

Meier Media B.V.

• Schiedamse Vest 154, 3011BH Rotterdam, the Netherlands
• Chamber of Commerce (KVK): 80869246
• Email: contact@meiermedia.agency
• Website: meiermedia.agency