General Terms and Conditions of Sale

1. General

These terms and conditions apply to all agreements for the provision of services unless otherwise agreed and confirmed by Bauer Media Outdoor Denmark, CVR No. 13537607 (hereinafter referred to as "BMO"). BMO reserves the right to amend these terms and conditions and any other applicable conditions.

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2. Prices

All stated and agreed prices for rental, installation and other services are exclusive of VAT, other government taxes and duties, and materials. Prices stated in printed brochures issued by BMO are not binding on the company.

BMO reserves the right to adjust agreed prices in the event of increases in costs. Prices may be adjusted to reflect such increases occurring during the period between the order confirmation and the date of installation.

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3. Installation and Removal Times

Campaign installations commence no earlier than Sunday at 18:00 and are completed no later than Tuesday at 23:59. Removal of campaigns will be completed by Tuesday at 23:59 at the latest. For Railboards, installation commences at 18:00 and will be completed no later than Wednesday at 23:59, and removal will take place no later than Wednesday.

BMO reserves the right to leave posters in place unless otherwise instructed by the Customer. This applies to the Adshel format. Please note that BMO cannot guarantee the removal of posters in the Railboards format.

Installation or removal times may be postponed to the extent that the delay is caused by strike, lockout, government measures, operational disruptions, delayed or prevented delivery of advertising materials, natural conditions, transport disruptions, war, riot, civil unrest, blockade, or any other force majeure event not specifically mentioned herein.

Should the advertisement fall down or otherwise become damaged, any costs associated with reinstallation or repair shall be borne by the Customer unless the Customer demonstrates that such damage was caused by BMO’s gross negligence. BMO is not obliged to reinstall the advertisement, and no refund shall be granted in the event of non-reinstallation.

BMO continuously monitors the illumination of advertisements but cannot be held liable for any period during which advertisements are not illuminated due to circumstances beyond BMO’s control, including temporary interruptions to street lighting, restrictions in the supply of electricity to advertising structures, or similar circumstances.

The Customer bears the risk of theft, vandalism, or any other damage to the advertisement.

For Adshel series, BMO guarantees that a minimum of 95% of the advertising inventory will be delivered in accordance with the standard quality distribution of the relevant series. BMO reserves the right to vary the standard distribution to a greater extent where contractual restrictions prevent the advertiser from displaying content on specific panels. For digital campaigns, BMO guarantees delivery of at least 95% of the agreed VAC (Visibility Adjusted Contacts). Campaign characteristics such as the number of plays or Share of Time (SoT) are indicative only and do not constitute a guarantee.

For digital filler campaigns, BMO guarantees delivery of at least 95% of the agreed number of plays based on the agreed spot length.

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4. Customer Obligations

The Customer is responsible for visiting www.bauermediaoutdoor.com/dk and navigating to the selected product(s) to locate the applicable delivery specifications. The current delivery specifications are issued by BMO and are available under specifications. .

The Customer is responsible for ensuring that posters and other advertising materials comply with the applicable delivery specifications issued by BMO.

Delivery of Materials

Posters, other advertising materials and any necessary wrapping materials must be supplied by the Customer and are not included in the price unless expressly stated in the order confirmation.

The Customer must provide clear instructions (drawings) containing information on how the material is to be installed.

Unless otherwise agreed, posters and other materials must be delivered at the Customer’s expense to the address specified by BMO in the above-mentioned delivery specifications.

Delivery must take place no later than the deadline stated in the delivery specification(s) for the format(s) on which the Customer’s campaign is scheduled to run. Please note that BMO may commence production as soon as campaign material has been submitted, even if the material submission deadline has not yet expired. If the advertiser requests changes after production has commenced, and BMO is able to accommodate such changes in the specific case, additional costs may be charged.

The Customer is expected to comply with BMO’s material delivery guidelines. If the material does not meet certain specifications, BMO may make adjustments and ensure continuous playback across all screens in order to maintain quality and consistency.

If the advertising material is not delivered on time to the designated delivery address, or if it does not comply with BMO’s requirements regarding quantity, dimensions and/or technical specifications, installation of the advertising material for the full agreed period cannot be guaranteed. BMO shall furthermore be entitled to charge the full rental fee for the agreed period and recover any additional costs incurred as a result of the delay. In the event of a material delay or failure to meet the material requirements, BMO may terminate the agreement.

Advertising material must be designed in accordance with the International Code of Advertising Practice. Political party advertising, pornographic or religious propaganda, or advertising material of a polemical nature directed against governmental, municipal institutions or concession holders will not be accepted. In cases of doubt, BMO reserves the right to obtain approval of the advertising material from the concession holder. The advertiser is responsible for ensuring that the layout or design does not violate Danish marketing legislation or infringe any third-party intellectual property rights, and that the material complies with the applicable specifications.

Approval by BMO or the concession holder does not release the Customer from responsibility for the content and design of the advertisement. The Customer undertakes to indemnify and hold harmless BMO and the concession holder against any liability arising from the advertising material. BMO is responsible for the installation and removal of the advertising material within the agreed area.

If the Customer intends to advertise together with another brand in a so-called co-branding arrangement, BMO must be notified no later than four (4) weeks prior to the start of the campaign in order to ensure delivery of the reserved campaign.

The total price of a campaign includes up to ten (10) unique creatives. BMO reserves the right to charge an additional fee if the number of unique creatives exceeds ten (10).

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5. BMO’s Obligations

Failure to Display

In the event that advertisements are not displayed on screens, BMO shall inspect any defective or damaged screen as soon as reasonably practicable after becoming aware of such defect or damage. BMO shall act in good faith to ensure that any defective or damaged screen is restored to full working order as soon as reasonably practicable.

BMO shall not be obliged to provide any credit for missed displays during the period in which a screen remains damaged or defective, provided that the issue is remedied within a reasonable period, which for these purposes means within forty-eight (48) hours of BMO becoming aware of the defect. BMO shall not be obliged to provide any credit for missed displays resulting from a force majeure event.

BMO will, to the greatest extent possible, replace damaged or missing advertising material, provided that replacement material is supplied by the Customer.

BMO will destroy advertising material after use and will only return such material to the Customer if this has been agreed in advance. Where return has been agreed, BMO does not guarantee the condition of the advertising material, and the Customer shall bear all costs associated with its return.

BMO reserves the right to cancel the Customer's campaign if the campaign wholly or partially coincides with a parliamentary election or a municipal election period. In such event, BMO shall notify the Customer in writing by email no later than seventy-two (72) business hours following the official announcement of the election. In such circumstances, BMO shall refund the Customer the full campaign price as well as any production and installation costs incurred in relation to printed campaign materials.

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6. Reservations

For Metro Platform Screen Doors at Kongens Nytorv or Nørreport, BMO reserves the right to cancel an order (“Original Order”) for Metro Platform Screen Doors at Kongens Nytorv or Nørreport if BMO subsequently receives an order for Create Station Domination at either Kongens Nytorv or Nørreport. Notice of such cancellation will be given by BMO at least four (4) weeks prior to the scheduled campaign start date.

Within the Mall, Street and Metro environments, BMO does not permit gaming operators, betting companies or lending companies to advertise during the same period as financial institutions.

In Copenhagen Airport, advertising by gaming operators and betting companies is not permitted. Please refer to Section 12 for further details.

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7. Conclusion of Agreement

In the event of any discrepancy in the agreed terms, the Customer is requested to immediately notify BMO of the specific respects in which the order confirmation does not accurately reflect the agreement between the parties.

BMO reserves the right to amend any and all terms of the agreement in the event of changes to BMO’s agreement with a concession holder.

Both parties acknowledge and agree that:

BMO’s obligations under these terms are expressly subject to the terms and conditions of any applicable ground lease, licence, permit, or other similar underlying agreements and rights held by BMO, as well as all applicable local laws and regulations.

All digital screens in Copenhagen Airport are switched off between 01:00 and 05:00.

The screens shall remain the sole and exclusive property of BMO at all times. Except for BMO’s obligation to display advertising as described herein, the Customer shall have no right whatsoever to approve or control the form or content of any unrelated advertising content or material displayed on the screens or any other BMO property.

The Customer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including, without limitation, any applicable local anti-bribery legislation. BMO may cancel or terminate this agreement with immediate effect by written notice to the Customer if the Customer has breached, or if BMO reasonably suspects that the Customer has breached, this clause.

The Customer represents and warrants that it complies with all laws administered by any national or international authority imposing economic sanctions and trade embargoes relevant to these terms and conditions (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), regimes, entities and individuals (collectively, “Sanctioned Parties”). The Customer further represents and warrants that it is not a Sanctioned Party and is not otherwise subject to any Economic Sanctions Laws.

The Customer shall comply with all applicable Economic Sanctions Laws. Any breach of such laws, including where the Customer becomes a Sanctioned Party, shall constitute a material breach of these terms and conditions and shall entitle BMO to terminate the agreement with immediate effect. Neither party shall be liable for ceasing to perform any obligation under these terms and conditions, including making payments, where such performance would violate applicable Economic Sanctions Laws.

BMO may terminate the agreement with immediate effect if BMO is required to do so under any agreement it has with a partner, leasing partner, or any other third party.

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8. Breach of Contract

Payment terms are set out in the order confirmation.

In the event of late payment, interest shall accrue from the due date at a rate of 2% per commenced month. The Customer is not entitled to withhold payments or exercise any right of set-off.

BMO reserves the right to amend the payment terms if BMO becomes aware of information indicating that the Customer’s financial position or ability to pay has deteriorated.

Any delay in payment by the Customer shall constitute a material breach of contract and entitle BMO to terminate all agreements with the Customer. In the event of termination, the Customer shall remain liable to pay for the remainder of the contractual period. In cases of payment default, BMO may choose to remove the advertising material; however, this shall not release the Customer from its obligation to pay for the remaining contractual period.

If a petition for restructuring, insolvency proceedings, or similar creditor protection proceedings is filed or initiated, BMO shall be entitled to terminate the agreement with immediate effect and to claim the full amount due under the agreement from the Customer or the Customer’s bankruptcy estate.

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9. Jurisdiction

The parties agree that the Maritime and Commercial Court of Copenhagen (Sø- og Handelsretten i København) shall have exclusive jurisdiction over any disputes arising between BMO and the Customer.

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10. Commission

BMO may provide agreed remuneration for financial guarantees. Purchases of outdoor advertising relating to a specific invoice may give rise to discounts not stated on the invoice (payable to the media buyer or its representative).

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11. Commissions and Discounts

Outdoor advertising campaigns typically involve several parties, including advertisers, media agencies, creative agencies and outdoor media providers, each operating under different contractual arrangements and pricing structures.

The parties acknowledge that BMO is required to pay commissions to agencies and specialists in accordance with prevailing market standards. Commission levels may vary depending on advertising spend, service levels and special initiatives, and are typically granted as a rebate on total advertising expenditure in line with industry practice. BMO generally provides such rebates to media agencies.

BMO is committed to transparency regarding commissions, discounts, pricing arrangements and payments within the outdoor advertising industry. Customers are therefore encouraged to contact their media agency for information regarding any relevant agreements.

BMO maintains established procedures and policies to ensure compliance with the Bribery Act 2010 and conducts its business in accordance with recognised industry standards and best practice.

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12. Special Guidelines for Loan Companies and Gaming Operators

In accordance with Danish Act No. 801 of 9 June 2020, also known as the “Quick Loan Act” (L 149), BMO has implemented specific guidelines to ensure responsible advertising across its media network.

In order to protect particularly vulnerable consumer groups and to support the objectives of the legislation, the following restrictions apply:

Loan companies and gaming operators/betting companies may not advertise simultaneously on BMO’s Adshel panels, in shopping centres (Malls), or across metro and street advertising formats. This restriction is intended to prevent consumers from being exposed to both loan offers and gambling services at the same time, which could potentially lead to inappropriate financial decisions.

In airport environments, even stricter rules apply. Gaming operators and betting companies are not permitted to advertise in these locations. This is consistent with international guidelines for responsible advertising in transportation hubs.

These guidelines form part of BMO’s commitment to ensuring that its advertising platforms are used in a socially responsible manner that respects both legislation and consumer interests.

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13. Cancellation

Bookings are final upon confirmation and cannot be cancelled.

Exceptions to this provision may only be granted at BMO's sole discretion. Such exceptions are not guaranteed and may be subject to additional fees and conditions.

Confirmation of an order shall constitute acknowledgement and acceptance of these terms and conditions.

Cancellations of orders for Create Engage (shopping location) campaigns in Copenhagen Airport must be received no later than twelve (12) weeks prior to the start of the campaign period.

If the reservation relates to multiple advertising periods, cancellation must take place before the start of the first advertising period.

The Customer shall pay full compensation for cancellations received later than the deadline stated above. Such compensation shall be equal to the total campaign price agreed in the written order confirmation. BMO shall be entitled to invoice the Customer upon receipt of the cancellation.

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14. Reservation

The Customer may choose to make a reservation instead of a booking for selected packages: Domination and Domination Transfer Tunnel. These packages may only be reserved where the price has been agreed in advance. Such agreed pricing constitutes a priority reservation and must therefore be accepted upon final purchase.

All reservations automatically expire six (6) weeks prior to the campaign start date. BMO may at any time initiate a 48-hour decision period on a reservation. The Customer will then have forty-eight (48) hours to decide whether to convert the reservation into a booking or decline the purchase, after which the reservation will automatically lapse.

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15. Political Advertising

This provision applies only to “political advertising” as defined in Regulation (EU) 2024/900 on the transparency and targeting of political advertising (the “Regulation”).

The Customer must inform BMO at the time of booking if the advertisement may be considered political advertising.

The Customer represents, warrants and undertakes that: (i) where political advertising is booked for display during the three (3) months preceding an election or referendum in an EU Member State, the Customer has the legal right to place such political advertising in accordance with Article 5 of the Regulation; and (ii) all political advertising shall at all times comply with the Regulation.

BMO may raise concerns with the Customer regarding compliance with political advertising rules, including concerns arising from BMO’s own review or from complaints received by BMO. The Customer must promptly consider such concerns and use its best efforts to address them. If the Customer fails to respond within forty-eight (48) hours after BMO has raised such concerns, or if BMO, acting reasonably, determines that the advertisement is likely to breach the political advertising rules, BMO may refuse to display or may remove the advertisement until the matter has been resolved.

In all circumstances, BMO reserves the right, acting reasonably, to refuse to display and/or to remove political advertising from its screens if BMO considers it appropriate to do so, or if required by any legislative, judicial or regulatory authority.

The Customer shall indemnify, keep indemnified and hold harmless BMO against any and all actions, proceedings, costs, damages, expenses, fines, claims, demands, liabilities and obligations incurred or suffered by BMO as a result of the Customer’s breach of its obligations under the Regulation.

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Bauer Media Outdoor Denmark A/S

Wildersgade 8, 4. sal, DK-1408 Copenhagen K

+45 36 44 02 44

CVR 13537607

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