GENERAL BUSINESS TERMS AND CONDITIONS OF IMAGEWELL, S.R.O.

I. BASIC PROVISIONS

1. These General Business Terms and Conditions provide for mutual rights and obligations of the contracting parties, being, pursuant to the concluded Contract on the Lease of Advertising Space, Contract for Work, or confirmed order, IMAGEWELL s.r.o. as the contractor on one side and the client on the other side, while being an integral part of each Contract for Work or order.

2. The Contract on the Lease of Advertising Space, Contract for Work, or the order and the confirmation of the acceptance thereof may only by in writing. IMAGEWELL s.r.o. shall be entitled not to accept an order even without stating a reason.

3. By entering into the Contract on the Lease of Advertising Space, Contract for Work, or confirming an order, the client at the same time confirms that it has become familiar with the contractor´s General Business Terms and Conditions and has no stipulations thereto. Rights and obligations, which are not explicitly provided for by the contract or by general terms and conditions, shall be governed by applicable provisions of the Commercial Code or in case of the lease of advertising space, of the Civil Code and applicable legal regulations of the SR.

II. LEASE OF SPACE, ASSEMBLY AND DISASSEMBLY OF VISUALS FOR ADVERTISING SPACE OF THE CONTRACTOR

1. IMAGEWELL spol. s r.o. as the contractor shall provide for the lease of advertising space, due and on-time assembly (disassembly) of visuals to the advertising space under the contract and as per the agreed deadlines.

2. For technical reasons and due to the liability for defects of the work, the assembly, disassembly, and printing/production of the advertising may be performed only through the contractor. IMAGEWELL s.r.o. undertakes to perform the delivery in the standard quality common for business cases of this type, unless another quality has been contractually agreed.

3. The lease, sublease without the contractor´s consent and any other provision of advertising space to third parties other than agreed in the contract shall be excluded from the client´s side.

4. IMAGEWELL s.r.o. shall not guarantee an exclusion of the placement of competitive products to the adjoining advertising space.

5. The lessor undertakes to stick the posters within 5 calendar days upon the commencement of the campaign, however, if the campaign assumes superstructures too, the lessor undertakes to stick the posters and install the superstructures /maquettes/ no later than 7 business days upon the commencement of the advertising campaign. This shall apply only provided that the details to be printed as well as the superstructures shall be delivered to the lessor no later than 7 business days before the commencement of the advertising campaign and the installation of visuals shall not be endangered in any other manner /climatic conditions, force majeure, see Art. IV, Section 3/. In such a case, the deadline for sticking advertising shall accordingly be postponed, specifically by the period, during which the force majeure or the extraordinary climatic conditions shall persist.

6. The lessor shall provide for the sticking-related photodocumentation, which shall be sent by it to the lessee´s seat within 30 calendar days following the commencement of the advertising campaign.

7. The lessee shall pay all costs related to the above-standard, creative, and technical solution exceeding the framework of the ordinary installation. This above-standard, creative, and technical solution shall in this case be precisely described /specified/ in the order. If this above-standard, creative, and technical solution fails to be specified in the order, the lessee shall not be able to successfully claim a remedy or removal of sticking defects, if any, towards the lessor.

8. The client shall have, if interested, the preferential right to ask for a prolongation of the lease term or confirm the prolongation of the lease term based on a call by the contractor, specifically, no later than 1 moth prior to the expiration of the validity period of the business contract or order.

III. CONTROL AND REMOVAL OF DEFECTS ON ADVERTISING SPACE

1. The contractor undertakes to remove any defects found within 5 business days and further undertakes to provide, in case of any lighted space, for permanent functionality of reflectors within 3 business days upon reporting or finding the lighting functionality defect.

IV. DELIVERY TERMS, LIABILITY AND WARRANTIES

/Agreements on the remedy of potential damages to advertising space of the contractor and on events in case of a discontinuation of the client´s campaign /

1. The client shall be liable for the quality of the underlying documents submitted, which shall be provided by the contractor to be printed, for the graphical and text contents and compliance thereof with legal and ethical standards applicable in the SR. In this sense, the client shall be liable, including, without limitation, for the compliance with applicable provisions of the copyright, Criminal Code, Act on Advertising Regulation, as well as for the compliance with rights to a trademark, etc. If the client breaches provisions of the above-quoted legal regulations and a third party successfully applies any sanctions against the contractor due to such breach, including compensation of damages, the client undertakes, in such cases, to pay such sanctions, including the compensation of damage, for the contractor in full. The above-stated arrangements shall also apply to cases exceeding the framework of the ordinary sticking /maquette/. IMAGEWELL, s.r.o. shall be entitled not to accept an order or cancel an already accepted order, if it has not become familiar with the form and content of the advertising and the advertising is in conflict with law and good
good morals.

2. In case of a complete destruction of an advertising equipment during an advertising campaign, on which the client´s advertising is placed, and which has been leased by the client, the contractor shall immediately offer, to the client, the placement of the advertising on another advertising equipment with a similar advertising value, in which case the client shall be obliged to provide its statement to such proposal in writing /or via facsimile/ within 3 business days upon a receipt of the proposal. If the client fails to provide its statement within such a period, both contracting periods shall believe that the client agrees with the alternative placement of the advertising proposed by the contractor. Costs for a potential space displacement shall be borne by the contractor. If, however, the contracting parties fail to agree upon the alternative, the client shall be returned /in case of an advance payment/ the corresponding part of the undrawn rent for the space at issue.

3. The advertising space may be damaged for following reasons: due to force majeure /for purposes hereof, the force majeure shall mean a war, civil disorder, strikes, accidents, extraordinary climatic conditions, destruction or seizure of the leased property, measures of public authorities, unforeseen events (e.g., natural disasters and elements) and other similar events, as well as damages caused by vandalism and third parties, affecting the ability to perform obligations under the contract or order, and being outside the control of the contracting parties /or for other objective reasons (the “unforeseen events”).

4. Damages caused by the unforeseen events shall release IMAGEWELL s.r.o. from any liability and obligation to compensate damages or lost profit for the incurred discontinuation of the delivery. In such cases, the contractor undertakes to provide for an on-time remedy at its own expense paid by an insurance company up to the recognized amount of benefits or offer an adequate alternative space to the client to be leased.

5. If the contractor´s rights for placing an advertising equipment are prematurely terminated in any manner or if the placing of an advertising equipment is suspended by competent authorities, affected organizations, or parties to building proceedings, owners of the land or facility, to which the advertising equipment is being placed, or if the contractor´s right of disposal in the leased property prematurely extinguishes, the contract between the client and the contractor or the affected part thereof shall automatically be terminated. In such a case, the client shall not be entitled to require compensation of damage or lost profit, including damages being exercised by third parties, from the contractor. The contractor undertakes, in such cases, to offer an adequate alternative space to be leased to the client.

6. If the free sight of the advertising space at issue is meanwhile directly or indirectly prevented, the Contract or order between the client and the contractor or the affected part thereof shall automatically be terminated. The contractor undertakes in such cases to offer an adequate alternative advertising space to the client to be leased. The client shall not be entitled to require compensation of damage or lost profit, including damages being exercised by third parties, from the contractor. In case of a short-term interruption of the lease incurred pursuant to Section 7, the contractor shall be obliged to automatically reduce the agreed lease price.

7. In all cases, the contractor shall be liable only for damages caused by direct fault or gross breach of the contractor´s obligations, specifically, up to the amount of EUR 1.000 or up to the amount of the required sum under the contract, whichever is lower. The sum shall mean the total sum of the compensation of damage for all creditors from one and the same case. Any compensation of damage or quality complaint may be required only during the validity of the contract and in writing upon an inspection by the contractor´s statutory representative. We exclude any liability for damages caused by negligence, including the obligation to compensate damages and lost profit, as well as the liability for damages being exercised by third parties.

V. PRODUCTION FOR ADVERTISING SPACE OF THE CONTRACTOR AND GUARANTEES FOR ITS PREPARATION

1. Due to a special hanging system of the contractor of IMAGEWELL, s.r.o. on its space, it is believed that the contracting parties agree with the contractor´s exclusive right to provide, for its advertising space, also production – printing of the agreed advertising visuals of the client.

2. IMAGEWELL, s.r.o. as the contractor shall provide for a due and on-time production of visuals pursuant to the Contract for Work or order and within the agreed deadlines. Details necessary for the production of a visual, i.e., production of the advertising space, shall be delivered by the client no less than 14 days before the agreed assembly deadline. The goods delivered shall be, until a full payment of the agreed price, the contractor´s property, and may not be used by the client before the full payment for any purpose other than agreed.

3. IMAGEWELL, s.r.o. shall assume any and all guarantees for the advertising visual concerning its external resistance (air pollution, dirt, vapours,) as well the guarantee of authenticity and colour, varnish, impregnation, waterproofing constancy and constancy of other properties of the visual; in case of a PVC banner and PVC self-adhesive label - 3 years, in case of a recyclable material, up to 3 months.

4. Subject to applicable regulations and laws on road traffic safety, it shall be impossible to use reflective and glaring colours for visual printing.

5. The contracting parties agree that any poster or advertising visual intended for the contractor´s space shall be made exclusively according to the contractor´s specification.

6. The contracting parties agree that the provided graphical details necessary for printing or making a particular order shall comply with all technical specifications of the contractor in such a manner that it is no longer necessary to interfere with or modify them. If these details are not provided at all or fail to be made as per the technical specification, the contractor shall be entitled to require compensation of works necessary for the preparation or modification of such details towards the client in the amount as per its pricelist. Technical specifications of the details shall be provided, upon request, by the contractor, or shall be available at its website: www.imagewell.eu.

VI. PAYMENT TERMS

1. The rent shall be invoiced on a monthly basis, unless agreed by the contracting parties otherwise, and any invoice shall be issued as of the 1^st calendar day in the relevant month with the maturity of 14 days, unless agreed otherwise.

2. The contractor shall send the invoices electronically. The client shall, by sending its e-mail address in the order or contract, agree with the said electronic form of sending invoices. The reliability of the origin and integrity of the content of invoices shall be guaranteed by an electronic signature (DISIG certificate) and the electronic document shall include a time stamp.

The maturity date shall mean the day, when the contractor´s account is credited with the amount. If the client´s delay exceeds 10 days, the client shall pay a default interest to the contractor for each day of the delay in the amount of 0.2% from the outstanding amount. If the contractor´s delay with the payment exceeds 30 and more days upon the maturity of the relevant invoice, the client shall pay, in addition to the above-stated daily default interest, also a contractual penalty to the contractor in the amount of 7.5% from the total rent agreed for the relevant advertising campaign. The contractor´s right to compensation of damage shall not be affected by the provision regarding the contractual penalty. In addition, the contractor shall in such a case be entitled to use the advertising space for an advertising campaign of another client or paste over the advertising space or remove the advertising therefrom.

3. Costs for graphical designs, including proof-sheets, shall usually be charged separately and shall not be a part of the price, unless separately calculated in the price offer. This shall also apply to all special requirements for production and changes against the delivered details, exceeding the common framework, which shall be additionally charged as per the actual costs.

VII. RESERVATION, ORDER /ANNULEMENT/ CANCELLATION

1. The client shall be obliged to reserve advertising space. The client shall notify the contractor of the selection of space to be reserved in writing via facsimile or e-mail after being delivered an offer from the contractor. The reservation shall be subject to a re-confirmation by the contractor. The reservation validity shall be 5 business days. Upon the expiration of such term, the reservation shall be automatically cancelled. Any changes in the reservation may be made by the client within the framework of the expiration of the period for the reservation. Changes shall have to be consulted with the contractor exclusively in writing and confirmed by the contractor. By sending an offer for free space, this shall not be automatically reserved.

Reservation can be made also via www.mediaportal24.com.

 

2. The client shall be entitled to cancel an order sent by it to the contractor at any time in writing /or via facsimile/. Unless provided for otherwise, the following shall apply:

a. In case of a cancellation of the lease of a confirmed order by both parties within the time horizon exceeding one month before the ordered campaign, it shall be possible to cancel the campaign without any cancellation fee.

b. In case of a cancellation of the ordered campaign within the time horizon exceeding two weeks before the commencement of the campaign, the client shall be obliged to pay
a 50% cancellation fee in the amount of a half of the one-month rent.
c. In case of a cancellation of the ordered campaign within the time horizon of less than two weeks before the commencement of the campaign, the client shall be obliged to pay a 100% cancellation fee in the amount of one-month rent.

d. In case of a cancellation of an ongoing ordered campaign, the notice period shall be three-month and shall commence on the first day of the month following the delivery of a notice of the lease termination. During such a period, the contractor providing for the lease shall charge the full amount of the rent to the client.

3. If the client has been provided with special, e.g., seasonal discounts, the amount of the cancellation fee pursuant to Art. VI, Section 2c hereof shall apply in case of a cancellation.

4. The claim for cancellation fees shall not incur only in case that the client procures another lessee for the contractor, which shall lease advertising space under the same conditions /or conditions being more favourable for the contractor/ and the contractor expresses its consent with such other lessee and shall not unreasonably withdraw it.

VIII. DELIVERY OF NOTICES

1. The address for the delivery of notices for the contractor, e.g., an order, cancellation, complaint, etc., shall be IMAGEWELL, s.r.o., Trenčianska 53, 821 09 Bratislava 2, fax: 02/ 55 64 53 61,
office @imagewell.sk.

2. If any of the parties refuses to accept a consignment containing the client´s notice of termination, or if the client´s consignment sent to the contractor to its correspondence address has been returned by the Post Office due to the impossibility to deliver it, the notice period shall commence on the day of the refusal to accept the consignment by the contractor, or on the day, when the Post Office returns such consignment back to the client as undeliverable (addressee unknown).

IX. WRITTEN OFFERS AND DEADLINES

1. Price offers of IMAGEWELL, s.r.o. shall be valid in writing only. Contracts for Work or orders failing to correspond, in any aspect, to our price offers or delivered within the period of more than 10 days upon the issuance of a price offer shall require the contractor´s written consent to confirm the validity thereof.

2. All deadlines and terms agreed between the contractor and the client in writing shall be valid, if the client provides the contractor with cooperation necessary for a due and on-time performance of the work, including, without limitation, if it follows the required deadlines of the delivery of orders or graphical details for printing and preparation of visuals. If the client undertakes to do so, it shall be obliged to provide the contractor with all things to be processed by the contractor under the Contract for Work or order.

3. If the client fails to fulfil this obligation, this period at issue agreed for the work implementation shall be prolonged, in case of the delivery term, based on a new written agreement between the contractor and the client, or by an aliquot period of time necessary for the work implementation.

X. AMENDMENT ON BUSINESS SECRET:

1. The contracting parties agree that the contents of other partial contracts or orders concluded pursuant to agreements or pursuant to the Commercial Code by and between the contracting parties shall be subject to a business secret, while both parties undertake in this sense to instruct their employees or other persons, which shall come into contact with this contract /subcontractors, etc./, in a relevant manner.

2. IMAGEWELL, s.r.o. shall be entitled to provide price information and orders only for purposes of advertising statistics provided by competent institutions, for tax, accounting purposes, and for needs of auditors or to companies with generally available media. As a part of each business case, related data, such as the client´s name, title, and address shall be saved in a data bank for purposes of further charging, as well as business correspondence and sending offers.

XI. FINAL PROVISIONS

1. The General Terms and Conditions shall become valid and effective on May 1, 2011.

2. IMAGEWELL s.r.o. reserves the right to supplement and amend these General Terms and Conditions.