Bauer Media Outdoor Estonia Standard Terms for Provision of Advertising Services

1. General provisions

1.1. Bauer Media Outdoor Estonia OÜ (hereinafter referred to as "BAUER"), registered under number 10747172, shall provide the Subscriber with advertising services (hereinafter referred to as the "Advertising Campaign") in the manner and to the extent agreed between the Subscriber and BAUER in accordance with the procedures set out in these Standard Terms for Provision of Advertising Services (hereinafter referred to as the "Terms"). BAUER is an outdoor advertising company that manages a variety of outdoor advertising media and makes the space on these media available to its customers (Subscribers).

1.2. In the case of a BAUER loyal customer, special conditions and/or exceptions to the Terms may be agreed between the parties, at least in writing, as appropriate. In all other respects, these Terms shall apply.

2. Process for ordering an advertising campaign and its approval by BAUER

2.1. Ordering services and their approval will take place in a phased approach, depending on the nature of the advertising services and the requirements and restrictions imposed on advertising activities (including conditions and restrictions imposed by the owners/managers of the land on which the advertisements are placed and by public authorities). Submission of an order takes place in two stages and its approval in three stages. An order shall be deemed to have been finally approved by BAUER once the approval process has been fully completed and the order has been finally approved by a member of the BAUER Management Board.  

2.2. During the ordering process, the following is agreed between the parties: the period(s) of the advertising campaign(s); the services to be used by the Subscriber; the quantities of advertising space to be used by the Subscriber; the price of the advertising space to be used by the Subscriber; any additional services and special conditions.

2.3. If the Subscriber wishes to carry out an advertising campaign, they shall contact BAUER by introducing to BAUER both the advertiser and the item to be advertised, after which the BAUER Project Manager and the Subscriber shall define, in cooperation and in accordance with BAUER's possibilities, the general terms of carrying out the advertising campaign (including the list of services of the advertising campaign, the period, region, initial price, possible discounts), for which the BAUER Project Manager shall prepare BAUER's preliminary offer for the Subscriber’s approval.

2.4. The Subscriber shall confirm the corresponding preliminary offer (hereinafter referred to as the "Order") at least in a format that can be reproduced in writing, e.g. by email. However, the preliminary offer does not guarantee the Subscriber specific locations and these are subject to change.  

2.5. The Contracting Entity shall be bound by the Order once it has been confirmed by the Subscriber and may not unilaterally modify the Order without the consent of BAUER.  

2.6. On the basis of the Order and, if necessary, additional agreements, the BAUER Project Manager will book the locations for the Advertising Campaign and mark the status of the Order in BAUER's customer management system as "customer approved" and forward the Order to the BAUER Sales Manager for review.  

2.7. The Head of BAUER's Sales Department checks the correctness of the Order, specifies or, if necessary, modifies the period and pricing of the Advertising Campaign, the booking of the locations, checks for possible obstacles/restrictions related to the advertising message and either approves the Order and, if necessary, the related additional agreements in the customer management system ("crosscheck approved") or rejects the Order as submitted. Upon approval of the Order, the Head of the Sales Department forwards the Order to a member of the BAUER Management Board for final review and approval. In the event the Order is rejected, BAUER shall not be obliged to provide the Advertising Services to the Subscriber and the Subscriber must submit a new request to carry out the Advertising Campaign.

2.8. If there are no obstacles, a member of the BAUER Management Board will approve the Order in the Customer Management System ("approved"). Following this confirmation, the Order shall be deemed to be accepted and executed by BAUER.

2.9. Due to the fact that the design of the advertisement to be used in the Advertising Campaign is generally not made available or known to BAUER at the time of verification of the Order, and the Subscriber may not describe the content of the Advertising Campaign to BAUER in sufficient detail at the outset, BAUER's ability to verify the conformity of the advertisement is limited. Consequently, BAUER shall not be liable for the consequences of any breach of the requirements and restrictions applicable to advertising activities, for which the Subscriber shall be liable.

2.10. BAUER's Customer Management System shall send the relevant automatic notifications to the Contracting Entity when confirmations are issued by BAUER.  

3. Terms for displaying the advertising

3.1. BAUER does not carry out the design of the advertisement related to the Advertising Campaign and does not compile the content of the advertisement. The Subscriber shall be responsible for the compliance of the advertisement and its design displayed on the advertising poster and/or digital screen of the Advertising Campaign with all applicable legislation (including where the Order has been approved by BAUER). BAUER shall have the right to refuse the use and display of advertisements and their designs which do not comply with the law (in order to harmonise practice in assessing the non-conformity of advertisements and their designs with good manners and practices and with general moral standards, BAUER may, if necessary, develop such principles and make them public on their website). At the same time, the latter does not exempt the Subscriber from paying for the service(s) set out in the Order and/or related to the performance of the Order. The Subscriber shall also bear all costs, if any, related to the non-compliance of the Advertisement and its design with the law (including possible penalties, fines and additional costs related to the removal or agreed modification of the Advertisement in connection with the Advertising Campaign).

3.2. BAUER and the Subscriber shall agree on the production of the advertising posters. If the Order does not specify the price for the printing of advertising posters as a separate line, the advertising posters shall be printed by the Subscriber. In the case of advertising on fixed sites, additional printing of advertising posters may be subject to an additional offer and agreement between the parties.

3.3. The Subscriber shall be responsible for the compliance of the advertising displayed on digital screens with the requirements of the digital billboard on the BAUER website. The Subscriber undertakes to ensure that the design file to be displayed on digital screens complies with the technical specifications of the specific advertising medium to be used, as specified by BAUER. The Subscriber shall forward the corresponding design file to the BAUER Project Manager no later than 10 days before the start of the display.

3.4. In the event the advertising posters are printed by BAUER, the Subscriber undertakes to ensure that the print file complies with the technical conditions of the specific advertising medium used, as specified by BAUER at https://www.bauermediaoutdoor.com/et/resources/tehnilised-tingimused, and to forward the print file no later than 10 calendar days prior to the start of the display to info-ee@bauermediaoutdoor.com or directly to the BAUER Project Manager.

3.5. In the event the advertising posters are printed by the Subscriber, the Subscriber shall deliver the advertising posters to the Technical Department of BAUER at the address indicated by BAUER, which shall comply with the technical specifications of the specific advertising medium used: Spordi tn 13A, Tallinn (T +372 6517260) no later than 5 working days before the start of the displaying of the advertising. In the event of a breach of the conditions set out in this clause, BAUER may refuse to display the advertising posters. In the event BAUER does not refuse this, the Subscriber shall not be entitled to raise any claims in connection with any defects in the display of the advertising posters on specific advertising media.

3.6. In the event the Subscriber fails to deliver the advertising posters to BAUER's Technical Department by the time stipulated in Clause 3.5. or fails to submit the design file to BAUER by the time stipulated in Clauses 3.3. and 3.4., the Subscriber shall pay all costs associated with the additional subsequent installation in accordance with the invoice submitted by BAUER.

3.7. BAUER shall not be liable for any delay in the commencement of the Advertising Campaign caused by the Subscriber's delay in delivering the advertising posters and/or design files. It is not possible to change the time of the Advertising Campaign, postpone it, etc. without further agreement between the parties.  

3.8. The Subscriber is obliged to pay the full amount of the service fee(s) agreed in the Subscription even if BAUER is unable to display the advertisement in the Advertising Campaign due to the Subscriber failing to deliver the design file or advertising posters on time or delivering fewer advertising posters than agreed or the design file/advertising posters delivered to BAUER do not meet the requirements for the digital poster and/or the technical conditions of the advertising medium used, as a result of which BAUER cannot display the advertisement as planned or BAUER is forced to display the advertisement on a smaller number of advertising spaces.

4. Payment terms and deadlines

4.1. The Subscriber shall pay for the Service in accordance with the invoice provided by BAUER (the terms of which shall be set out therein). As a general rule, payment is made before the start of the Advertising Campaign. BAUER's invoicing shall be based on the types and volumes of services agreed in the Order and any related supplementary agreements. The amount indicated on the invoice must be transferred to the BAUER bank account indicated on the invoice.

4.2. In the event the Subscriber fails to pay the invoice submitted by BAUER in due time, the Subscriber shall pay to BAUER default interest of 0.066% of the outstanding amount for each day of delayed payment.

4.3. In the event the Subscriber fails to pay the invoice submitted to BAUER in due time, BAUER has the right to refuse to provide the service until the Subscriber has paid the invoice in full. Exercise of this right does not exempt the Subscriber from the obligation to pay the invoice and does not modify or postpone the Advertising Campaign.

5. Advertising space locations and installation

5.1. If the Subscriber and BAUER have agreed on the locations of the advertising spaces in the Order and/or related agreements, BAUER shall be entitled to unilaterally relocate up to 5% of the agreed advertising spaces, if necessary.

5.2. The installation/replacement and relocation of advertisements on billboards is carried out as follows:

5.2.1. On pillars, Tartu mnt crossing, round pillars, large billboards and transport advertising, the display of posters for the Advertising Campaign shall start on Monday and end on Sunday. The installation of campaign posters shall take place on Sunday until 17:00 on Monday.

5.2.2. The display of posters for the Advertising Campaign on culture-related advertisement surfaces shall start on Monday and end on Sunday. Poster exchanges take place on Mondays.

5.2.3. On digital screens, the Advertising Campaign shall start and end in accordance with the terms agreed in the Order and related agreements.

5.2.4. The display of posters for the Advertising Campaign on Travel Wall surface shall start on Tuesday and end on Monday. Poster exchanges usually take place on Monday night into Tuesday.

6. BAUER's responsibility for the condition of advertising media

6.1. In the event the advertising medium and/or advertising poster is broken/damaged and, as a result, does not allow the advertising poster to be displayed in accordance with the manner agreed in the Order, BAUER undertakes to replace or repair the advertising medium and/or the advertising poster no later than 48 hours after receipt of the relevant notice from the Subscriber. If, for any reason, it is not possible to repair the advertising medium within the aforementioned period, the Subscriber and BAUER shall agree on the location and time of a new display.

6.2. In the event BAUER is unable to replace the damaged poster due to the Subscriber not ensuring a sufficient stock of posters, the service shall be deemed to have been provided in accordance with the terms agreed in the Order and the related agreement and the Subscriber undertakes to pay for the service in full in accordance with the invoice submitted by BAUER.

6.3. In the circumstances set out in this chapter, temporary obstacles to the temporary display of advertising shall not be deemed to constitute defects in the service(s) provided by BAUER.        

7. Claims

7.1. If the Subscriber discovers any non-conformity with the Terms or the Order or any supplementary agreement related thereto, the Subscriber undertakes to inform BAUER thereof without undue delay, at least in a form that can be reproduced in writing. BAUER shall not be liable for defects for which the Subscriber has not lodged a complaint during the Advertising Campaign.

7.2. Issues that are not regulated in these Terms, the Order and related agreements and disputes that may arise between the parties in the provision of services shall be resolved in accordance with the legislation in force in the Republic of Estonia by agreement of the parties, and in the absence of agreement, in the Harju County Court.

8. Cancellation of the Order

8.1. BAUER shall have the right to terminate the Order immediately without notice, by informing the Subscriber at least in a form that can be reproduced in writing, if:

8.1.1. The Subscriber commits a material breach of the terms of the Order and/or any related Supplementary Agreements and/or these Conditions;

8.1.2. The Subscriber is declared bankrupt;

8.1.3. The Subscriber goes out of business or the information disclosed indicates that.

8.2. A Party shall have the right to terminate the Order and the related agreements by giving at least 6 months' notice in writing. Orders confirmed less than 6 months before the start of the campaign shall not be eligible for cancellation.

9. Force majeure

9.1. BAUER shall not be liable for any failure to comply with its obligations if this is due to a circumstance beyond BAUER's control (including any external restrictions and prohibitions on advertising media, advertising and/or display of advertising, e.g. traffic closures, construction activities).

10. Protection of personal data

10.1. Bauer Media Group and its subsidiaries (including BAUER) protect personal data based on applicable legislation in the European Union governing the processing of personal data. Please read our Privacy Policy. You can change your data protection preferences and choices at any time. If you have any questions about data protection that are not answered in the Privacy Policy, please write to: dpo@bauermediaoutdoor.com

11. Provisions against economic crime

11.1. As BAUER is part of a global group of companies whose activities are subject not only to national laws, but also to regulations in other countries, the Subscriber shall comply with all applicable laws, regulations, codes and procedures relating to anti-bribery and anti-corruption, including, but not limited to, the UK Criminal Finances Act 2017, the UK Bribery Act 2010 and other legislation applicable to this relationship and the UK Office of Financial Sanctions Implementation or any other relevant national or international entity (including the UN, the EU, the UK or, where applicable, the US Treasury Department) imposing economic sanctions and trade sanctions against specific countries, regimes, companies and individuals ("Applicable Economic Crime and Sanctions Conditions").

11.2. Upon BAUER's request, the Subscriber and its related parties shall, at the time requested, confirm in writing that they will comply with all "Applicable Anti-Economic Crime and Sanctions Conditions" and will not, directly or indirectly through this Transaction, facilitate any transaction, person and/or business that would violate the "Applicable Anti-Economic Crime and Sanctions Conditions".

11.3. BAUER may terminate a Transaction with the Subscriber without notice by giving notice to the Subscriber at least in a form that can be reproduced in writing, if BAUER has reasonable grounds to suspect that the Subscriber and/or any person associated with the Subscriber is in breach of the requirements set out in this chapter.

12. Political Advertising

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

The Client must inform BMO at the time of booking if the Advertising qualifies as Political Advertising.

The Client represents, warrants and undertakes that: (i) where Political Advertising is booked for display in the 3 months before an election or referendum held in an EU Member State, the Client is legally entitled to place such Political Advertising under Article 5 of the Political Advertising Regulation; and (ii) all Political Advertising will at all times comply with the Political Advertising Regulation.

BMO may raise concerns with the Client about compliance with the Political Advertising Regulation, including concerns arising from BMO’s own review or complaints received by BMO. The Client shall promptly consider any such concerns and use its best endeavours to satisfy such concerns. If the Client does not respond within 48 hours of BMO raising its concerns, or if BMO (acting reasonably) considers that the Advertising is likely to breach the Political Advertising Regulation, BMO may refuse to display or may remove the Advertising pending resolution.

In any event, BMO (acting reasonably) reserves the right to refuse to display and/or remove any Political Advertising on the Screens if BMO deems this an appropriate action or if BMO is instructed to do so by any statutory, legal or regulatory body.

The Client shall indemnify, keep fully indemnified and hold harmless BMO against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities incurred or suffered by BMO in connection with any breach by the Client of its obligations under the Political Advertising Regulation.

13. Final provisions

13.1. Any cancellation or modification of the order and any related agreements shall always be made at least in a form which can be reproduced in writing.

13.2. Messages sent to an email address published by the Subscriber shall be deemed to be received from the moment they are sent. In the event of a change of e-mail address, the Customer undertakes to inform BAUER immediately of the new e-mail address, at least in a form that can be reproduced in writing.          

13.3. BAUER reserves the right to amend and supplement the Terms. The updated Terms shall be published on the Company's website together with a notice to the Subscriber. The Subscriber shall have the right to notify BAUER of its disagreement with amendments to the Terms, at least in a form that can be reproduced in writing, within one week from the date of sending the notification. If the Subscriber does not accept the amendments to the Terms, BAUER shall be entitled to continue the contractual relationship in accordance with the previous Terms or to terminate the agreement between the parties unilaterally without notice.

These Terms and Conditions are valid from 01-08-2025