GENERAL TERMS AND CONDITIONS

1. General

1.1. These General Terms and Conditions determine the conditions for the sale of advertising products and services from Vox komunikacije d.o.o. (hereinafter: Vox) assortment and regulate the mutual relations between Vox and the buyer of such products and services (“Client”) from the Vox assortment (products and services together “Services”).

1.2. The General Terms and Conditions apply to the sale of Services (a) in the event that Vox and the Client have not entered into a separate written agreement governing the matters regulated by these General Terms and Conditions, and (b) to the extent that the provisions of the separate agreement concluded between Vox and the Client do not conflict with provisions of the General Terms and Conditions.

1.3. The General Terms and Conditions supplement the special provisions established in the agreement concluded between Vox and the Client and are binding in the same way as such agreement. In the event of a discrepancy between the General Terms and Conditions and the special provisions established in the written agreement concluded between Vox and the Client, the special provisions shall apply.

1.4. These General Terms and Conditions do not apply to consumer agreements.

1.5. By requesting the Services, accepting the Offer, paying the price or receiving the delivery of the Services, the Client confirms that he agrees with the provisions of the General Terms and Conditions and accepts them in full, subject to Article 11 below.

1.6. This expressly excludes the application of any other general terms and conditions of the Client that he applies in his business to the contractual relationship between Vox and the Client.

2. Product prices

2.1. Vox sells the Services at the prices determined in the Vox price list valid on the day of the Offer of Services (“Price List”).

2.2. Unless otherwise expressly stated, the prices in the Price List do not include the cost of creating advertising material or advertisements.

2.3. Vox is authorized to change the Price List and undertakes to publish it and make it available to the Client upon request or in another suitable way.

2.4. Unless otherwise expressly agreed, all prices are determined as net amounts and do not include value added tax, withholding tax or other applicable tax or fee payable on that amount (if any) and which the Client undertakes to pay together with the net amount.

2.5. Unless otherwise expressly agreed, the price does not include any costs of delivery, transportation, special packaging, creation of advertisements or advertising messages, taxes, excise duties, fees, customs duties, or other state levies that Vox may be obliged to pay or collect in accordance with applicable law in relation to sale, transportation, delivery, storage, installation, or use of the Services.

3. Request for Services

3.1. The Client’s request must be submitted to Vox in writing directly, by post, fax or e-mail, and in the same the Client must define the type and quantity of Services.

3.2. Generally, each Client’s Request must contain: the name of the Client, the name of the product for which the Services are used, the net value of the entire order of the Services, a precise description of the Service (for example, the length and duration of the spot, the number and dimensions of the poster, the number of flyers and the distribution key, etc.), the date and duration of the Service or campaign and, if applicable, the exact title of the movie to which the Service order is linked.

3.3. For the avoidance of any doubt, Vox is not obliged to deliver the Offer to the Client based on the received request and no obligation of Vox arises at that moment.

4. Offer of Services

4.1. Vox provides the Client with an offer (“Offer”) for the purchase of Services with a validity period of 8 (eight) days, unless otherwise stated therein. The Offer can be delivered to the Client based on his request or regardless of its existence at the discretion of Vox.

4.2. Vox has the right to withdraw the Offer at any time for any reason prior to its acceptance by the Client by means of a written notification to the Client.

4.3. The submitted Offer supersedes all previous offers or correspondence regarding the same transaction or request.

4.4. The Offer represents confidential information of Vox and the Client has the right to use it only for its internal needs and has no right to use it for the purposes of preparing any order or offer for goods or services that represent a substitute for the Products.

4.5. If the Client has not accepted the Offer in writing by the date specified in Article 4.1 or at the latest three (3) working days before the date of provision of the Service, Vox is no longer bound by the Offer. Exceptionally, if Vox decides to accept such late acceptance of the offer, the price for the ordered Services shall be increased by 20% (twenty percent) due to Services being considered urgent.

4.6. After accepting the Offer, the Client is not authorized to cancel the purchase of the Services except with the prior Vox’s approval. Exceptionally, if Vox agrees to cancel the purchase of Services, Vox has the right to a compensation of at least 50% (fifty percent) of the net value of the ordered Services.

4.7. After accepting the Offer, the Client is not authorized to change the type and quantity of Services except with the prior Vox’s approval. In such a case, Vox is no longer bound by the agreed delivery date.

5. Provision of Services

5.1. Vox will deliver the Services within the deadlines and in the manner set forth in the accepted Offer.

5.2. Vox is not responsible for delays in the delivery of Services due to justified reasons and reasons for which Vox is not responsible in accordance with applicable regulations. In this case, the term of delivery of the Services is extended until the reason for the delay in delivery ceases.

5.3. Partial delivery of Services is permitted if it is reasonably acceptable to the Client.

6. Liability of Vox for defects

6.1. The Client is obliged to inform Vox in writing about any possible deficiencies of the Services provided in relation to the Services agreed upon within no later than 5 (in letters: five) days as of the day of the provision of the Services, i.e. the broadcast and/or publication of the advertisement, otherwise he loses the rights pertaining to him on that basis.

6.2. The contracting parties agree that in the event of a deficiency in relation to an individual Service, the Client’s only legal remedy is a request for the publication of a replacement or new Service of the same value and/or duration, and in such a case they expressly exclude the possibility of requesting a price reduction, refund of the price paid, termination of the agreement or damage compensation.

7. Terms of payment

7.1. The Client is obliged to pay for the ordered Services on the basis of the issued Vox’s invoice, which is issued for each completed delivery, i.e. at the end of the month for deliveries made in the previous month, depending on Vox’s decision.

7.2. Unless otherwise expressly agreed, the maturity date of payment is 15 (fifteen) days as of the day of issuance of the invoice.

7.3. The contracting parties agree that the debtor-creditor relationship arises on the day of each individual delivery of the Services to the Client.

7.4. The Client is obliged to pay the price for the Services no later than the date of maturity and to the account number as specified on the Vox’s invoice.

7.5. For all payments made after the payment maturity date indicated on Vox’s invoice, Vox will charge the Client interest on the outstanding debt amount at the highest rate allowed in the Republic of Croatia.

7.6. The Client undertakes to inform Vox within fifteen (15) days as of the receipt of the invoice or other request for payment by Vox if he disputes the amounts stated in the invoice, i.e. if he disputes the request for payment itself, by means of a reasoned written letter, otherwise it will be considered that the Client accepts as his obligation such amount i.e. request for payment as stated in the invoice or other request for payment.

7.7. Objections of the Client related to the deficiencies of the Services do not entitle the Client to non-payment of the respective invoices for the Services. In case of justified objections, the provision of Article 6.2 shall apply.

7.8. The Client does not have the right to set off his claims against Vox against the amounts he is obliged to pay to Vox based on the agreements to which these General Terms and Conditions apply, and he does not have the right to exercise any right of retention in relation to the amounts he is obliged to pay in accordance with the agreements to which these General Terms and Conditions apply, without the prior written Vox’s approval.

7.9. The contracting parties agree not to make any reductions in amounts due to bank charges, conversion costs, quotas or any other taxes, fees or charges. The payment will be considered properly executed when the entity receiving the payment receives the full amount that is the subject of payment to his transaction account indicated by the recipient of the amount to the other party.

7.10. If, under applicable law, any amount payable to Vox is subject to any withholding or similar tax (“withholding tax”), then the Client shall pay such tax to the competent authority and, in addition to the amounts payable to Vox, pay to Vox such additional amount as shall ensure that, after deducting applicable withholding tax on all such amounts, the net amount received by Vox is equal to the amount Vox would have received had such additional withholding tax not been applied. Vox and the Client will use their best efforts to minimize or eliminate the tax costs associated with the purchase and sale of the Services, including, but not limited to, the use of opportunities provided by applicable double taxation treaties.

7.11. The contracting parties agree that Vox has the right to suspend further deliveries of Services in case of late payment by the Client or if it reasonably considers that claims for payment of the price for the Services are not sufficiently covered by the insurance provided for in the agreement. In such a case, Vox has the right to require payment in advance for future deliveries of Services.

8. Obligations of the Client

8.1. The Client is allowed to use the Services exclusively for advertising products and services from its own assortment that it sells on the territory of the Republic of Croatia and for all other products and services as well as for the cross promotions, it is necessary to obtain prior written approval from Vox.

8.2. The Client is not authorized to transfer the Services to third parties or to use them for the benefit of third parties.

8.3. By way of exception to Article 8.1 and 8.2, Clients who are advertising agencies are authorized to order Services for the benefit of their clients for which they have written authorization.

8.4. The Client undertakes for each individual form of Services, i.e. rental of advertising space, to deliver to Vox ready-made advertising materials (for example advertisements or advertising messages or videos, hereinafter “advertisement”) no later than 2 (two) working days before provision of the Services. If the Client does not deliver the finished advertisement on time, Vox reserves the right to calculate and charge for the publication of the advertisement as if the service had actually been performed.

8.5. The Client undertakes to comply with the standards for the creation and delivery of advertisements defined by Schedule 1 of the General Terms and Conditions, i.e. the concluded agreement.

8.6. The Client declares and guarantees that in accordance with the applicable regulations, and in connection with all the advertisements that he will deliver to Vox and the products and services that he will advertise with the use of the Services, he has regulated all his obligations towards third parties based on copyright and other intellectual property rights, and that he will be fully responsible for all possible claims of third parties that may arise from such rights, and undertakes to indemnify Vox in relation to all expenses, fines or other obligations or costs that it may have in connection with the aforementioned.

8.7. The Client declares and guarantees that the content of all advertisements submitted to Vox is in accordance with all applicable regulations.

8.8. The Client bears the full responsibility related to the broadcast and/or publication of advertisements delivered by the Client to Vox for the purpose of providing the Services and the damage that may arise to third parties based on such broadcast and/or publication, and undertakes to indemnify Vox in relation to all expenses, fines or other obligations or costs that it could have in connection with the above.

8.9. Vox is not responsible for the quality of submitted materials and reserves the right not to publish advertisements that do not meet the agreed conditions and/or technical or professional standards. If the Client does not deliver a replacement advertisement on time, Vox reserves the right to calculate and charge for the publication of the advertisements as if the service had actually been performed.

9. Limitation of damages

9.1. Vox is solely responsible for the damage caused by intent or gross negligence on the part of Vox, and is not responsible for the damage caused by ordinary negligence, and liability for such damage is hereby expressly excluded.

9.2. Vox is solely responsible for ordinary (direct) damage, and is not responsible for lost profits, lost income, lost prospective, non-material damage or any indirect, consequential damage, loss of production, loss of data, and liability for such damage is hereby expressly excluded.

9.3. The maximum amount of damages that the Client can claim from Vox is limited to the price of the Services based on which the damage occurred.

10. Jurisdiction

10.1. All disputes arising out of or in relation to these General Terms and Conditions, as well as disputes arising out of or related to the concluded agreements to which these General Terms and Conditions apply, including disputes related to issues of its valid origin, violation or termination, as well as the legal effects arising out of it, Vox and the Client will try to resolve amicably, and if they fail to do so, the dispute will be resolved by the competent court in Zagreb.

10.2. These General Terms and Conditions are governed by Croatian law.

11. Entry into force

11.1. These General Terms and Conditions enter into force on the date of publication and apply to all Clients who have ordered the Services, accepted the Offer, paid the price or received delivery of the Services after that date.

11.2. To Clients with whom a separate agreement was previously concluded, these General Terms and Conditions shall start to apply after a period of 30 days as of the day of publication.

11.3. These General Terms and Conditions are published on the official website of Vox.

12. Amendments to the General Terms and Conditions

12.1. Vox reserves the right to amend these General Terms and Conditions and will publish and make them available in the manner prescribed by the law. Amendments and additions to these General Terms and Conditions shall enter into force on the day of publication and are applied in the manner specified in Article 11 above.

Schedule1 – Standards of production and delivery of materials

1. Technical adaptation and delivery of advertisements for audiovisual media services (channels)

The Client delivers advertisements in the form of audiovisual content for broadcasting in the format:

• MPG animation
• Video: PAL standard, codec MPEG-2, resolution 720×576, 16:9, frame rate 25.00,15 Mbps, upper field first
• Sound: Stereo, MPEG1 Layer2, Stereo, 16 bits/48.0kHz, audio peak -12dB
• Image and sound in the same file (not .MPV and MP2, but .MPG)
• The entire animation exactly in the duration of the video (without black seconds before and after)

Subtitles are delivered in *.stl format files

The Client submits the advertisement for broadcast to Vox or by electronic delivery to the FTP server.

WEB advertisements:

• Dimensions: position A (1623 x 1007 pixels), position B (300 x 250 pixels), position C (940 x 90 pixels)
• Format: exclusively JPG, in RGB
• Resolution: 72 dpi, that is maximum document size 55Kb

2. Technical adaptation and delivery of advertisements for cinemas and cinema multiplexes

Printed advertisements:

• Preparation of advertisements for printing:
• Photoshop TIFF, Photoshop JPG, Photoshop EPS
• Minimum advertisement resolution 300 dpi
• Illustrator EPS*
• Freehand EPS*
• *If it is sent in Illustrator or freehand, the file must be in curves.

Popcorn box advertisement preparation:

• Advertisements are created according to the scheme provided by Vox
• The scheme is in eps format in a ratio of 1:1, for all three box sizes

B1 posters:

• B1 poster surface dimensions are 100 cm H x 68.5 cm W cm from which the visible are is 95 cm H x 60.5 cm W
• The weight of the poster should be between 135-145 grams

A3 posters:

• A3 poster surface dimensions are 42 cm H x 29.7 cm W

WEB advertisements:

• Dimensions: position A (1623 x 1007 pixels), position B (300 x 250 pixels), position C (940 x 90 pixels)
• Format: exclusively JPG, in RGB
• Resolution: 72 dpi, i.e. maximum document size 55Kb

E-leaflet:

• Dimensions: 342 x 768 pixels
• Format: BMP
• Resolution: 95 dpi

On screen:

• Trailers and advertisements:

Packaging method: Quicktime PhotoJPEG

• Video:

Video Codec: Quicktime PhotoJPEG

Bitrate: It does not exist in the Quicktime PhotoJPEG codec – there is a setting that should be set to 100% when creating the material.

Aspect Ratio: 2048 x 858 Cinemascope (2.39) square pixels or 1998 x 1080

Flat (1.85) square pixels

IMAX – aspect ratio must be exclusively 2048 x 1080 Flat (1.9) square pixels

Frame Rate: 24 fps (frames per second)

• Audio:

Audio Codec: Uncompressed PCM S24 LE (S24l)

Bits Per Sample: 24 or 32

Sample Rate: 48000 Hz or 96000 Hz

Bitrate: 6912 kbps (when creating the codec, it sets the exact value, but it must be around the specified value)

Reference sound level: Maximum RMS Power -18dB

Peak: Maximum -7dB

Channels: 3F2R/LFE (6 channels) if it’s a trailer or stereo 2F (2 channels) if it’s commercials. It is desirable that the commercials are also 6-channel.

Trailers must be 6-channel.

Plasma screens

• Video:

Video Codec: MPEG2

Bitrate: Max 10000 (10 Mbps)

Aspect ratio: 720 x 576

Frame Rate: 25 fps (frames per second)

• Audio:

Audio Codec: MPEG1 layer2

Bits Per Sample: 16

Sample Rate: 48000 Hz

Bitrate: 384 kbps

Reference sound level: Maximum RMS Power -18dB

Peak: Maximum -7dB

Channels: 3F2R/LFE (6 channels) if it’s a trailer or stereo 2F (2 channels) if it’s commercials. It is desirable that the commercials are also 6-channel.

Trailers must be 6-channel.