FTP International”
Two thousand and six campaign
“FTP International”
Régie Outre Mer SAS with share capital of 40 000 Euros SIREN number 420 609 984 RCS Nanterre (France)
General Sales Conditions for CANAL+ HORIZONS, TV5MONDE AFRIQUE, EURONEWS, TRACE TV and CFI AND LC2 PROGRAM PROVIDERS
Standard airtime and sponsorship
ftp international Two thousand and six campaign
CANAL+ HORIZONS, TV5MONDE AFRIQUE, EURONEWS, TRACE TV and CFI ET LC2 PROGRAM PROVIDERS
Standard airtime
FTP INTERNATIONAL SALES TERMS AND CONDITIONS As from 1st January 2006
BREAKDOWN OF 2006 SALES ...... 3
SALES CONDITIONS - STANDARD AIRTIME...... 4
A. Price adjustments...... 4
B. Special discounts B.1 Collective advertising ...... 4 B.2 Public interest advertising ...... 4 B.3 Direct Marketing ...... 4 B.4 Advertorials ...... 4 B.5 The Packs ...... 5 B.6 Special operations...... 5
C. Purchase conditions C.1 New Advertiser bonus ...... 5 C.2 Volume bonus ...... 5
D. Buyer commission...... 6
E. Partnership bonus ...... 6
F. Additional information...... 6
RATE CARD PER FORMAT ...... 7
GENERAL TERMS AND CONDITIONS ...... 8
Sponsorship
FTP INTERNATIONAL SALES TERMS AND CONDITIONS As from 1st January 2006
SALES CONDITIONS - SPONSORSHIP...... 16
A. Price adjustments...... 16
B. Buyer commission...... 16
SPONSORSHIP GENERAL TERMS AND CONDITIONS OF SALE...... 17
FTP International - CGV 2006 Page 2 BREAKDOWN OF 2006 SALES FTP International
RATE CARD
A - Price adjustments - Preferential placements - Second Advertiser - Associated spots - Product exclusivity
All adjustments shall be done on the Rate Card basis
ADJUSTED RATE CARD (“ARC”)
B – Special discounts - Collective advertising - Public interest advertising - Direct marketing - Advertorials - Packs - Special operations
Those adjustments shall be done serially on the basis of the Adjusted Rate Card (“ARC”) in the above order.
GROSS PRICE INVOICED (“GPI”)
C - Purchase conditions - New Advertiser bonus - Volume bonus - Buyer commission - Partnership bonus
NET INVOICED
GLOSSARY Rate Card “Rate Card” means prices published by FTP International.
Adjusted Rate Card (“ARC”) “Adjusted Rate Card” means the Rate Card (defined above) discounted according to the Rate Card adjustments.
Gross Price Invoiced (“GPI”) “Gross Price Invoiced” means the Adjusted Rate Card (defined above) discounted according to the specific Rate Card conditions.
Net invoiced “Net invoiced” means the discounted Gross Price Invoiced according to the purchase conditions.
FTP International - CGV 2006 Page 3 SALES CONDITIONS PURCHASE OF STANDARD AIRTIME
FTP International
Transmissions between 1st January 2006 and 31 December 2006
A – PRICE ADJUSTMENTS
The Rate Card is the subject of seasonal adjustments and it may be revised according to the audience data. FTPI shall reserve the right to adjust the schedule and the rates of airtime breaks and to grant special discounts in case of exceptional events.
Price increases + 15% for the first position in a break + 20% for the presence of a second Advertiser within the same spot + 15% for the shortest spot in case of editing of two or more Time-lengths (so called “Tagging”) within the same break + 10% for the product exclusivity in a break
B – ADJUSTED RATE CARD
Paragraphs B3, B4 and B5 below do not apply to program providers (CFI, LC2)
B1 - Collective advertising FTP International attributes the qualification of collective campaign on a case-by-case examination. Collective campaigns benefit from a discount of 25% on the Rate Card. These campaigns do not benefit from other specific adjustments of the Rate Card.
B2 - Public interest advertising The advertising campaigns of charitable and humanitarian organisations benefit from a discount of 40% on the Rate Card. These campaigns do not benefit from any other discount.
B3 - Direct Marketing Spots with a minimum duration of 20 seconds and visualisation during a minimum of 10 seconds of a telephone number, the sole objective of which is to have an immediate call, are considered as “DIRECT MARKETING”. Direct Marketing spots are not to be transmitted in case of exceptional events. The placement of Direct Marketing spots is done by FTPI, depending on the availability on the schedule, every Wednesday for a period of one week from Saturday to Friday, 10 days before the campaign. FTPI shall take the right to adjust the placement 3 days before transmission at the latest. The “DIRECT MARKETING” campaigns benefit from a discount of 30% on the Rate Card.
B4 - Advertorials After a case-by-case examination, FTP International qualifies as ADVERTORIALS spots with a duration equal to or more than 60 seconds. The content of such spots is to promote brand image, Institutions, Public or Private Enterprises. Political parties, trade unions, confessional or philosophical groups are excluded therefrom. The content of advertorials must be informative, without the use of subjective or unprovable terms. Identification marks are inserted at the beginning and at the end of the advertorials in order to differentiate them from other commercials in the advertising break.
The planning is done by FTPI depending on the availability on the schedule. FTPI reserves the right to adjust the planning 3 days before transmission at the latest.
FTP International - CGV 2006 Page 4 The advertorials benefit from a discount of 50% on the Rate Card and do not benefit from any other discount.
B5 – The Packs FTP International markets standard airtime of its TV Stations in two forms: • By unit • By Packs.
A Pack is an indissociable group of spots defined by FTP International on different TV Stations for the same product, spread over a period that may not exceed 4 weeks.
The investments made for Packs do not benefit from any other discount.
The planning is done by FTPI depending on the availability on the schedule every Wednesday for a period of one week from Saturday to Friday starting 10 days later.
B6 – Special operations FTP International markets standard airtime of CFI and LC2 program providers as special operations. These are the subject of specific selling offers and benefit from specific price conditions.
C - PURCHASE CONDITIONS
Paragraphs C1 and C2 below do not apply to the program providers CFI and LC2.
C1 – New Advertiser bonus An Advertiser that has not invested in FTP International in 2005 may benefit from a 15% discount applicable to its total annual net investment. This discount is limited to € 20,000 (twenty thousand Euros).
For a multi-sector Advertiser, these conditions shall be applied to the sector, which represents the largest part of its investments during 2006.
The sectors are those defined in the list annexed to the General Conditions of Sale (“GCS”).
A Buyer changing its company name or trade name in 2006 shall not be considered as a new Advertiser.
A Buyer that advertises a trademark in 2006 that has already been the subject of advertising in 2005 through another Advertiser shall not be considered as a new Advertiser.
C2 – Volume bonus Every Advertiser investing in TV Stations marketed by FTP International benefits from a volume bonus applied to the total annual Net Investments in accordance with the following grid:
Total Net Investment* (in Euros) Rate applicable to all sales ≥ < 1 6 000 3% 6 000 15 000 5% 15 000 25 000 7% 25 000 35 000 10% 35 000 50 000 15%
50 000 20% Example: An Advertiser generating Gross Invoiced annual sales of € 30,000 in 2006 benefits from a volume bonus of 10% applicable to all his placements, namely € 3,000.
D – BUYER COMMISSION
FTP International - CGV 2006 Page 5 Every media agency benefits from a commission of 15%, except for the case where Law no 93-122 of 29 January 1993 (Loi Sapin) is applicable. Buyer commission is applied to all invoices and assets related to airtime purchase, after deduction of price adjustments and purchase conditions.
E – PARTNERSHIP BONUS Every Advertiser that has increased its annual investment in TV Stations marketed by FTP International in 2006 compared with 2005 benefits from a bonus according to the following conditions:
Annual investment progression of the Advertiser
From 5 to 10% 3.0% From 10 to 25% 5.0% From 25 to 50% 7.5% > Than 50% 10.0%
Rate applicable to all annual Net Investment in TV Stations marketed by FTP International (excluding program providers CFI and LC2), subject to full payment of all 2006 invoices.
F – ADDITIONAL INFORMATION
PAYMENT OF THE REBATES
The purchase conditions shall be calculated and paid subject to the payment of all sums due before the end of 2007 first quarter.
FTP International reserves the right to exclude from the calculation of bonuses stipulated in the purchase conditions invoices which are not fully-paid at their payment date (namely at 30 days on the 10th from the invoice date).
FTP International - CGV 2006 Page 6 Two thousand and six campaign
Sales Conditions for standard airtime on CANAL+ HORIZONS, TV5MONDE AFRIQUE, EURONEWS, TRACE TV AND PROGRAM OFFERS OF CFI AND LC2
Advertising spots
PRICE INDICES PER FORMAT FOR 2006 For formats in excess of 55’’, add 5 to the index for each additional second.
FTP International - CGV 2006 Page 7 STANDARD AIRTIME GENERAL TERMS AND CONDITIONS OF SALE
1. General Terms and Conditions apply to “FTP International” standard airtime sales between 1st January 2006 and 31 December 2006.
2. In these General Terms and Conditions, unless otherwise specified, the following terms shall have the following meanings:
• “Buyer” shall be any Advertiser or Authorised Agent acting in the name and on behalf of the Advertiser by virtue of a written authority given by the latter, that is the subject of placing an Airtime Order and a certificate in conformity with the model published by FTPI in the appendix to these general conditions. If the provisions of Law no 93-122 of 29 January 1993 (Loi Sapin) are not applicable, the Advertiser’s Authorised Agent shall not be obliged to intervene within the legal framework of the authority.
• “Advertiser” shall be the person on whose behalf the advertising message is broadcast.
• “Sector of activity Code” shall be the eight-digit code consisting of a family number, class number, segment number and variety number permitting the classification of the product or service in the “List of the sector of activity code” grid published by the advertising department.
• “FTP International” is the trade name under which Regie Outre Mer SAS with share capital of 40 000 Euros, SIREN number 420 609 984, RCS Nanterre (France), markets airtime in the TV Stations, also hereinafter called “FTPI”.
• “Advertising Order” shall be the agreement for transmission of a spot between FTPI and the Buyer in accordance with the requests for bookings made by the latter and accepted by FTPI given the availability of its schedule and concluded in accordance with these general conditions. The elements constituting the order are the TV Stations, the advertising spot concerned, the duration of the spot, the Sector Code which is assigned to the product or service advertised, the price given for the spot type and, as the case may be, the preferential emplacement purchased in the window. The execution of the Advertising Order corresponds to the transmission of the message provided by the Advertiser in the placement reserved for this purpose in compliance with these Standard Airtime General Terms and Conditions of Sale.
• “TV Stations” shall be, each for their own part, Canal+ Horizons, TV5MONDE Afrique, Trace Tv, EuroNews and the program providers CFI and LC2.
3. FTPI reserves the right to modify the stipulations of these Standard Airtime General Terms and Conditions of Sale, it being specified that modifications shall only be applicable as from the updating of the said Standard Airtime General Terms and Conditions of Sale published on the Internet site www.ftv-publicite.fr/.
4. As a result, an Advertising Order by the Buyer implies the acceptance of these Standard Airtime General Terms and Conditions of Sale, as well as of the regulations in effect concerning TV advertising.
5. The Advertising Orders may be placed directly by an Advertiser or by an Authorised Agent. In the event of purchase by an Authorised Agent, the provisions of Law no 93-122 of 29 January 1993 (Loi Sapin) apply, whatever the location of the establishment of the Authorised Agent, as long as the advertising message is for the benefit of a French company or as long as it is aired on French territory.
The Advertiser that authorises an Agent for the purposes of the placing of its orders undertakes not to intervene in parallel with its Authorised Agent in any placing, confirmation, modification or cancellation of orders, except in the event of a written dispensation expressly granted beforehand by FTPI.
FTP International - CGV 2006 Page 8 CHARACTERISTICS OF THE ORDERS
6. Each Advertising Order is strictly personal to the Advertiser. It may not, in any event, be transferred in any form or for any reason whatsoever.
7. FTPI reserves the right to transmit in the advertising break spots involving similar products or services.
8. FTPI and the TV Stations are free to refuse the execution of an order and/or to cancel it at any time, without the payment of compensation, notably: - When a message is capable of harming their reputation or their commercial, ethical or editorial interests, - When a message is capable of involving their responsibility, - When a message is capable of upsetting the feelings of the television viewers
Orders not executed for this reason shall not be invoiced, with the Advertiser not being able to claim any compensation because of this.
9. Furthermore, each TV Station reserves the right to restrict the transmission, completely or partially and at any time, of certain categories of Advertisers for: - Reasons of statutory or regulatory obligations, - Or ethical reasons.
10. The references given to the advertising breaks stated in the orders or any other documents correspond to references of placements inserted between or within programs and not to times of transmission of spots, which the Buyer acknowledges and accepts. Whatever the way in which the schedule is described, it does not mean in any case, a commitment to the transmission of a spot at a given time. As a result, the Buyer may not claim any similarity or difference between the transmission times shown in the orders and the actual times of transmission of the said spots.
PURCHASING PROCEDURE
11. Prior to any request for booking,, the Buyer must send to FTPI the “Advertiser identification card”.
Any modification of the data registered on the “Advertiser identification card” must be notified immediately to FTPI by sending a new “Advertiser identification card”. Failing this, the modifications requested by the Buyer shall not be opposable to FTPI.
12. The Buyer may send its requests for booking of airtime by EDI, fax, e-mail or telephone during the agreed period with the scheduling service of FTPI. This request is to be taken as a request to purchase under these general terms and conditions.
The Advertising Orders accepted by FTPI are confirmed to the Buyer either by sending by EDI a statement of the orders placed, if purchased by EDI or, failing this, by the sending of an order form as a hard copy.
Any subsequent modification of any element whatsoever of the Advertising Order made in accordance with the stipulations of these Standard Airtime General Terms and Conditions of Sale gives rise to the sending by EDI within 24 hours of a statement of the orders placed, if purchased by EDI, or, failing this, to the sending of an order form as a hard copy once per week.
13. Orders recorded in the schedule on behalf of each Buyer may be accessible to the latter, by product code, on the extranet site of FTPI, the address of which is http://www.ftv-publicite.fr/ subject to the allocation of a password and access code that are strictly personal and confidential.
To obtain its access code and its 2006 password, the Buyer must inform the scheduling service of FTPI of the last and first names of the persons authorised to confirm and consult the orders, as well as, if need be, their 2005 user codes, by filling out the access code application form annexed to these Standard Airtime General Terms and Conditions of Sale.
FTP International - CGV 2006 Page 9 FTPI recommends delivery by hand to the Buyer, in a sealed envelope with return receipt, of its access codes and password. Any other method of transmission of the code and password to the Buyer (telephone, letter or fax) is used at the exclusive request of the Buyer under the sole responsibility of the latter.
The access codes and password may be periodically modified at the sole initiative of FTPI or at the written and justified request of the Buyer.
The Buyer shall alone assume full responsibility for the transmission of its code and password as well as full responsibility for any use that shall be made of the said code and password.
The Buyer shall inform FTPI by registered letter with acknowledgement of receipt of the changes of signatory representatives or of its desire to no longer use its codes and passwords, it being specified that any request may only take effect at the expiry of a period of one business day following the date of receipt of the registered letter with acknowledgement of receipt of the information.
A Buyer with access to the extranet site of FTPI undertakes to consult its orders within 48 hours of each registration or modification and to express, within 48 hours, any claim in case of disagreement about the orders registered by FTPI.
14. The Buyer undertakes to validate its orders either: - By sending to FTPI a signed printout of its orders registered on the extranet site; - Or by returning the signed order form in case of non-EDI purchases and access to the extranet.
Failing this, the Buyer shall be deemed to have accepted the orders in the state in which they were registered online in the schedule, except in the event of a claim made in writing: - Within 48 hours from the EDI sending or from the updating of the extranet site of FTPI for Buyers benefiting from access to the extranet and/or using EDI, with the longer period being applied in the event where the Buyer has access to the extranet and uses EDI; - Within 5 days following the date of publication of the order form for the Buyers not having access to the extranet and not using EDI. FTPI is free to cancel at any time the orders that have not given rise to written confirmation on the part of the Buyer.
The Buyer accepts the purchasing procedure with FTPI as stipulated above and undertakes not to contest, beyond the given period, the orders that shall have been registered according to the procedures described above. In any event the production by FTPI of the computer documents that have registered the orders shall be considered as a proof of the agreement between FTPI and Buyer.
FTPI may not be held liable for any fraudulent action or malevolence carried out on the IT or telephone network used.
MODIFICATION, CANCELLATION OF THE ORDERS
15. Any cancellation of an order by the Buyer must be sent in writing at the latest 31 (thirty-one) calendar days before the date of transmission stipulated in the order. Failing this, the message or the messages cancelled shall be fully invoiced to the Buyer, with FTPI reserving the right to dispose of the space in question.
Less than 31 (thirty-one) calendar days from the transmission (“overdue” period), the elements constituting the orders may be modified subject to an immediate re-programming of the orders in the schedule, depending on availability, postponing the transmission within a period of 31 (thirty-one) days for an amount equivalent to the budget allocated by the orders thus modified.
In case of rescheduling of a budget equivalent to the one due to be invested before the overdue period, the orders initially registered shall be fully invoiced to the Buyer, FTPI reserving the right to dispose of the advertising space thus freed up.
No modification of the orders will be made in the 7 (seven) days that precede the transmission.
FTP International - CGV 2006 Page 10 PRICE AND PRICE MODIFICATIONS
16. The Rate Card to be used for an airtime order is the current Rate Card on the day of the transmission. The prices do not include taxes and the invoices include, depending on the case, the VAT applicable.
The prices published by FTPI at the time of the start of each campaign are capable of being modified, increased or reduced, depending on the programming schedule.
- Price Increase:
Increases of prices are communicated to the Buyers in at least 10 calendar days before transmission of the spots by any appropriate means in consideration of the deadline. Exceptionally, in the case of the transmission of special programmes or a change on the programmes grid, notably because of certain important events, FTPI reserves the right to modify the rates of the spots within a period of less than 10 days from transmission. Considering this, the increases in the prices are to be communicated to the Buyers by any means appropriate in view of the deadline.
In case of price increase, the Buyer may: o Either maintain its order at the new price; o Request that FTPI immediately reschedule it in other breaks and in the same period with a budget equivalent to that cancelled; o Or choose to cancel, without compensation, its order or its placements affected by the price increase.
The cancellation of an order must be imperatively notified in writing no later than 48 hours after the communication of the price increase.
In the absence of notification of cancellation as it is specified above, the orders registered by FTPI shall be deemed as acceptable for invoicing and the Buyer shall be liable for their full payment on the payment date.
A modifying order is sent to the Buyer as a hard copy or by EDI file in accordance with the stipulations of Article 12.
- Price Decrease:
The Reductions of the prices are communicated without notice to the Buyers by any appropriate means and enter into effect at the time of their publication..
The Buyer must then imperatively reschedule with FTP It the new budget resulting from the said price decreases.
MODIFICATION OF THE PLANNING OF THE ADVERTISING BREAKS
17. FTPI may, exceptionally, modify the characteristics of its advertising breaks according to the modification of the programs of the TV Station or when the reorganisation of its schedule is necessary. If these changes affect the orders of the Buyer, the latter is informed thereof and may cancel, without compensation, the orders affected by these modifications and the cancellation has to be in writing to FTPI within 3 business days the latest following the date on which the Buyer has been informed of the modification.
In the absence of cancellation notification as above, the orders registered by FTPI shall be deemed to been accepted and the Advertiser shall be liable for their full payment on the payment date.
18. FTPI and the TV Station reserve the right, notably in the case of force majeure, strike, any cause relating to the obligations stipulated in the specifications of the missions and responsibilities, eventual agreements concluded by the media support with the CSA or any other authority, of transmission necessities or in case of disturbance in the organisation and/or the transmission of the programmes, to
FTP International - CGV 2006 Page 11 modify or cancel all or partially, the dates and transmission time of the programs or the conditions of transmission of the advertising breaks and of the Advertising Orders programmed, without the Buyer being able to make any claim against FTPI and media or claim damages.
PAYMENT CONDITIONS
19. The invoices and credit notes are issued by the FTPI in the name of the Advertiser or in the name of its Authorised Agent in the event where the provisions of Law no 93-122 of 29 January 1993 (Loi Sapin) are not applicable.
The invoice has to be considered as a report and as proof of the conditions of transmission of the Advertising Orders that are mentioned therein.
The invoices are payable to FTPI by cheque or by transfer in 30 days from the date of the invoice, on the 10th of the month (or the next business day following if the 10th of the month is not a business day), before 4.00 p.m. under the following conditions:
FTPI must be in possession of the funds of the Buyer at the latest on the payment date shown on the invoice. The adjustment invoices issued by FTPI are to be paid on the payment date stipulated in the invoice. Bills are not accepted.
20. FTPI may require full payment in advance or direct payment by the Advertiser (or the Buyer if it is not the Advertiser or Authorised Agent) of Advertising Orders, or a bank guarantee, notably in the following cases: - New Advertiser or Buyer - Buyer (Advertiser or Authorised Agent) for which FTPI has noted payment incidents or delays or a dispute that has arisen or may arise - Buyer whose solvency would seem to be uncertain.
A payment in advance means that FTPI must be in possession of all sums due at least 10 days before first transmission. In this case, a pro-forma invoice is sent to the Advertiser, with a duplicate to the Authorised Agent, with the final invoice being sent to the Advertiser at the end of the month during which the transmissions took place.
21. In case of non-compliance with the payment conditions, advertising orders not yet executed may be cancelled by FTPI, without any prior notice or compensation.
Furthermore, late payment penalties at the rate of 5% (five percent) shall be due on the amounts not paid on the payment date stipulated in the invoice as from the first day following this date on the basis of a 360-day year, prorata with the number of days late. If the 5% rate is less than one-and-a-half times the statutory interest rate, the penalty rate applied would be one-and-a-half times the statutory interest rate, rounded up to the nearest full number, plus two points.
FTP International - CGV 2006 Page 12 Furthermore, FTPI also reserves the right to refuse the taking into account of the invoices that shall not have been paid on the payment date for the calculation of the rebates granted within the framework of its Sales Conditions.
Lastly, FTPI reserves the right not to reimburse the amounts due to the Buyer as a result of the rebates at the end of the order and/or to offset the amounts of the rebates at the end of the order with any amounts which the Buyer may owe, including late payment penalties, which the Buyer acknowledges and accepts.
22. FTPI does not offer any discount for payments in advance.
TECHNICAL INCIDENTS
23. Advertising messages not broadcasted for technical reasons are not invoiced, with the Buyer or third parties not being able to claim, in any event, any compensation or indemnity for this reason.
TECHNICAL CONDITIONS
24. To be broadcast, the transmission medium must be provided to FTPI at the latest six (6) business days before the date of the first transmission. Beyond this time, the price for the transmission is fully due by the Buyer as if the transmission had taken place.
If these time frames are not respected and to the extent where, very exceptionally, FTPI would accept to transmit an advertising message received after deadline, the Advertiser accepts in advance that, if necessary, FTPI may automatically modify the sound levels of the spot received in accordance with the FIMM/FICAM recommendations, without having to notify the Advertiser or its Authorised Agent.
25. The sole media supports accepted by FTPI for advertising film production are a Digital Betacam copy or, failing this, first generation Beta SP “Dolby On”. Each medium must be provided with a tape notice and tape strip in accordance with the FIMM/FICAM recommendations. The advertising messages shall be broadcast by aligning the reference signal with the tape strip.
FTPI offers Advertisers the possibility of transmission of the messages in multichannel sound (Dolby Surround, 4.0 Dolby Prologic I or II or any multichannel coding on a stereo tape). These sounds shall be provided coded in stereo on tracks 1 and 2. The stereophonic sounds must be provided on tracks 1 and 2. In case of single-track sound, this must be present on tracks 1 and 2, without dephasing.
FTPI requests the remittance of elements produced with a minimum of generations (a maximum of two), it being understood that the medium provided shall be digitalised and compressed on its arrival after verification and acceptance. The medium must be a “small format” cassette.
FTPI shall verify that the actual duration of the film delivered corresponds strictly with that of the booking.
The film shall be refused if this verification reveals that the duration of the commercial message delivered is not the same as the planned advertising message, in accordance with the stipulations of the Advertising Order. Furthermore, FTPI reserves the possibility of refusing any medium which may not comply with the characteristics stipulated in this Article, notably if, after having been aligned with the reference signal, the audio level of the program exceeds 0 dBvu for the analogue cassettes. The reference value for the Digital Betacam cassettes shall be 0 dBvu = -18dBFs, with the measurement of the film in analogue having to comply with the same values as for an analogue cassette.
26. All the expenses, notably of production, copying, royalties and related and other rights are incumbent on the Advertiser.
27. FTPI must get the media plan either as a headed paper of the Media Agency or as a headed paper of the Advertising Agency, at the latest six days before the date of transmission.
FTP International - CGV 2006 Page 13 It must be dated, signed and include the stamp of the Advertiser or of its Authorised Agent. It is deemed to have been approved by the Advertiser or its Authorised Agent. If this deadline is not respected and if the film may be, exceptionally, broadcast with a telephone instruction, subject to confirmation by fax by the Advertiser or its Authorised Agent, the eventual errors or omissions in this film shall involve the sole responsibility of the Advertiser, as well as that, possibly, of the Authorised Agent. If the schedule is not provided in writing by letter, fax or e-mail, potential errors or omissions in transmission shall be incumbent on the Advertiser or its Authorised Agent.
When several schedules should be provided either by the Authorised Agent or by the creative agency or by the Advertiser, only the last timetable received within the given time for editing stipulated in the recitals to these terms and conditions shall be taken into account.
Beyond a period of 3 days from the first transmission of an advertising message, no claim of a technical kind concerning the quality of production, transmission, or of schedules shall be accepted.
28. Neither FTPI nor the media supports may be held responsible for the losses or damage suffered by the videotapes or documents during the execution of the Advertising Order, before their arrival at FTPI.
29. All cassettes must be removed by the Buyer from FTPI within a period of six months from the first transmission. Beyond this time, the cassettes shall be destroyed at the initiative of the advertising department. Generally, the Buyer shall inform FTPI in writing, as soon as possible, of any final termination of the transmission of an advertising message.
GENERAL PROVISIONS
30. The Advertiser certifies that its advertising messages do not use subliminal techniques and that their contents do not infringe any right, regulation or legislation in effect and that they do not include any defamatory or damaging accusation or reference as regards third parties. The Advertiser guarantees FTPI to this effect.
31. The Advertiser is responsible for the obtaining and the payment of all the duties and authorisations necessary for the execution of its Advertising Orders on the media, whatever their methods of transmission or of distribution.
In this regard, the Advertiser guarantees FTPI and the TV Station against any legal action or claim from any third party and, in particular, from the authors, composers, artists and, more generally, from any person who should believe to be wronged by the advertising messages for any reason whatsoever, including the case of deterioration in the quality of reception, whatever the method of transmission or of distribution of the media.
Furthermore, the Buyer expressly acknowledges and accepts that the conclusion of an Advertising Order grants to FTPI the right: - To reproduce and to represent the advertising messages which are provided to it on any medium having as purpose to communicate to the public, free of charge and, in particular, on the Internet sites or extranet of FTPI and, notably, to retransmit the advertising spots on the Internet sites of FTPI. - To represent the said messages in accordance with the processes used in the area of activity, to make copies thereof to communicate for professional use and, in particular, to inform of the Advertisers and their intermediaries. - To broadcast the messages on the TV Stations Internet sites given the full copying of the signal of certain programs.
The Advertiser undertakes to obtain all the authorisations necessary and guarantees FTPI and the TV Stations against any litigation resulting from these uses.
32. The Advertisers specifying Internet sites, addresses of Internet sites or telephone numbers, certify that the contents of the sites and of the telephone messages cannot, directly or indirectly, infringe any
FTP International - CGV 2006 Page 14 right, without prejudice to the stipulations of Article 9 above, or, more generally, the legislation in effect. In the event of the implication of the Advertiser or FTPI for the promotion of these sites or telephone services, FTPI may immediately interrupt the transmission of the advertising messages in question.
MARKETING SURVEYS
33. FTPI may conduct, specifically at the request of the Buyer, media-marketing surveys that shall give rise to invoicing on the basis of a prior estimate.
GOVERNING LAW
34. The contracts concluded between FTPI and the Advertisers are subject to French law both for their formation and for their interpretation and their performance and only the version drafted in French is applicable.
DISPUTES
35. Whatever the powers granted to the Authorised Agent in writing, these may not delegate the power of legal representation of the Advertiser.
Any dispute or any litigation that may result from the interpretation and/or the performance of these terms and conditions, of which only the French version of which is applicable, and, more generally, the formation and the execution of the Advertising Orders, lies within the jurisdiction of the Paris Courts even in the event of related cases, an appeal under guarantee or a plurality of defendants.
FTP International 64-70, avenue Jean-Baptiste Clément 92641 Boulogne Billancourt cedex Tel .: +33(0)1 56 22 62 00 Fax: +33(0)1 56 22 64 63 www.ftv-publicite.fr/
FTP International - CGV 2006 Page 15 SALES CONDITIONS PURCHASE OF SPONSORSHIP
FTP International
Transmission between 1st January 2006 and 31 December 2006
A – RATE CARD ADJUSTMENTS
Including several Advertisers in the same Sponsorship credit or the presentation or citing of several trademarks in the same Sponsorship credit entails a price increase of 15%.
B – BUYER COMMISSION
Every media agency benefits from a 15% commission, except for the case where Law no 93-122 of 29 January 1993 (Loi Sapin) is applicable. Buyer commission is applied to all invoices and assets related to Sponsorship purchase, after deduction of Rate Card adjustments.
FTP International - CGV 2006 Page 16 SPONSORSHIP GENERAL TERMS AND CONDITIONS OF SALE
1. These General Terms and Conditions apply to Sponsorship sales by “FTP International” between 1st January 2006 and 31 December 2006.
2. Within the framework of these Standard Sponsorship General Terms and Conditions of Sale, the following definitions shall apply:
• “Buyer” shall be any Advertiser or Authorised Agent acting in the name and on behalf of the Advertiser by virtue of a written authority given by the latter, that is the subject of a certificate in conformity with the model published by FTPI in the appendix to these general conditions, and placing a Sponsorship Order. If the provisions of Law 93-122 of 29 January 1993 are not applicable, the Authorised Agent shall not be obliged to intervene within the legal framework of the authority.
• “Advertiser” shall be the person on whose behalf the Sponsorship message is broadcast.
• “FTP International” is the trade name under which Regie Outre Mer SAS with share capital of 40 000 Euros, SIREN number 420 609 984, RCS Nanterre (France), markets airtime in the, also hereinafter called “FTPI”.
• “TV Stations” shall be, each for their own side, Canal+ Horizons, TV5MONDE Afrique, Trace Tv, EuroNews and the program providers CFI and LC2.
3. FTPI reserves the right to modify the stipulations of these Sponsorship Sales General Terms and Condition, it being specified that the modifications shall only be applicable as from the updating of the said Sponsorship Sales General Terms and Condition published on the Internet site www.ftv- publicite.fr/.
4. Buying a Sponsorship operation, Buyer implies acceptance of these Sponsorship General Terms and Conditions of Sale, as well ac compliance with the regulations in effect concerning the Sponsorship of television programmes.
CONCLUSION OF THE SPONSORSHIP OPERATIONS
5. Each Sponsorship operation is specific to the Advertiser and may not be transferred. It is the subject of a specific contract that, on a case-by-case basis, specifies the content thereof.
This contract is concluded with FTP International, the sole party authorised to market Sponsorship operations to be broadcast on Canal+ Horizons, TV5MONDE Afrique, EuroNews, Trace TV and the program providers CFI and LC2.
5-1. The Sponsorship operations may be concluded directly by the Advertiser or, in case of an operation not aimed for French territory, through an Authorised Agent acting in the name and on behalf of the Advertiser.
An Advertiser that authorises an Agent to conclude its Sponsorship operations must prove the existence and the scope of the authority that it has granted it by providing a certificate of authority in accordance with the model published by FTPI (annexed to these terms and conditions). In the absence of it, FTPI reserves the possibility of concluding a tripartite contract, with the Advertiser also having to be a signatory to the contract.
The Advertiser undertakes not to intervene in parallel with its Authorised Agent and undertakes to inform FTPI of any modification concerning the authority that it has granted it, as soon as possible, by registered letter with acknowledgement of receipt.
5-2. The Sponsorship contract must imperatively be signed and returned to FTPI before the date of the first transmission of the operation. If not, FTPI reserves the right to cancel the planned Sponsorship operation .
FTP International - CGV 2006 Page 17 5-3. Only long-term Sponsorship operations (a minimum of 6 consecutive months) may benefit from a purchasing preference for the same period in the following year.
The initial Sponsorship contract must stipulate the terms and the conditions of application of this purchasing preference, notably its due date which shall be fixed four months before the date of the first transmission of the program or programmes sponsored.
If on the due date, the preferential Buyer has not notified FTPI in writing of its intention to repeat the operation, FTPI may then freely market the Sponsorship of the program or programs.
5-4. When a Sponsorship operation is marketed by FTPI and a Buyer has made a firm offer validated by FTPI, no other sale may replace this sale.
COMMERCIAL OFFERS
6. The programs available for Sponsorship on TV Stations, other than those for which a Sponsorship agreement has already been concluded before the program schedule has been published, are marketed by FTPI in the name of the broadcaster, in the form of “commercial offers”, regularly updated, which specify the characteristics of the program, the conditions of the Sponsorship operation and the price applicable.
6-1. Independently from the provisions of Article 6-2 below, the Advertisers who are “official sponsors” of sport events benefit from the right of preferential purchase of the Sponsorship supports of the retransmissions of the said sporting events. This purchasing preference overrides any preference possibly stipulated in a Sponsorship contract concluded beforehand with another Buyer.
6-2. Any Buyer may select as an option, one or several of the programs offered, by indicating clearly the name of the program, the planning dates, the name of the sponsor and its trademark as well as the financial amount of the operation. For each TV Station, FTPI takes into account only the first three options that are presented to it. The options are selected by chronological order of receipt.
For this purpose, the option or options must be the subject of a registered letter, a fax or any other means that permits the receipt of the option to be dated.
6-3. Any option emanating from a Buyer must imperatively mention the acceptance of these Sponsorship Sales General Terms and Condition to be selected.
6-4. FTPI acknowledges receipt by fax or by e-mail indicating to the Buyer the date of expiry of the option. Beyond this date, in the absence of confirmation, the option becomes null and void.
6-5. If, during a Buyer’s option period, a new Buyer makes a firm purchase offer, the Buyer benefiting from the preferential option has a period of forty-eight hours to confirm its booking. This period of forty- eight hours begins on the day after the day of confirmation of the purchase of the new Buyer. Beyond this period, in the absence of confirmation, the preferential option is null and void.
If three Buyers have taken an option for the same operation and if the Buyer benefiting from the third- ranking option makes a firm purchase offer, the period of forty-eight hours begins, for the first two Buyers, on the day after the day of the confirmation of the third-ranked Buyer. The confirmations of firm purchase received during this period of forty-eight hours are selected using chronological order of receipt of the options.
6-6. FTPI reserves the right to market offers over which an Advertiser benefits from a purchase preference pursuant to Article 5-3.
These offers may be the subject of firm purchase or options by other Advertisers, subject to the condition precedent of the non-exercising of its preferential right by the Advertiser benefiting there from.
In case of an offer for firm purchase by other Advertisers, these offers shall be taken into account in the chronological order receipt.
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On the date of expiry of the purchase preference, the advertising department, depending on the decision of the preferential Advertiser, shall confirm or not the offers of firm purchase of the other Advertisers.
In case of purchase of options by other Advertisers, FTPI shall only select the first three options that shall be taken to it in the chronological order of receipt.
Any option of a Buyer is valid for a period stipulated by FTPI (see Article 6-5).
If, during the option period, an Advertiser makes an offer of firm purchase, the forty-eight-hour rule applies (Article 6-5). On the expiry date of the purchase preference, if the preferential Advertiser has not confirmed, the first Advertiser to confirm its option shall be selected.
In the event where the Sponsorship support subject to a purchase preference is available for co- Sponsorship: - The first Advertiser to confirm a firm purchase is selected even if the preferential Advertiser confirms his purchase, - There cannot be two Advertisers from the same sector of activity on the same support.
7. In the event of the presence of several Buyers in the same program, the first Buyer to have confirmed its purchase benefits from the right to choose its order of mention within the framework of the Sponsorship support (billboard, voice-over, etc.). However, when a Buyer has a preference over a support pursuant to Article 5-3, it shall automatically have a preference in the order of mention. In the event of the presence of several Buyers already present in 2005 on the same support, the chronological order of the purchase confirmations shall be respected for the choice of the order in advertising breaks.
8. FTPI reserves the right not to register options on certain programs. This decision is the subject of a notice for the attention of the Buyers.
9. When a firm booking is made, FTPI may require from the Buyer the payment of a deposit. In the event of cancellation of the booking, this deposit shall remain the property of FTPI.
10. In case of cancellation of a firm booking by the Buyer more than 4 weeks before the start of the Sponsorship operation, i.e. of the transmission/recording of the first program in question, the Buyer must pay FTPI a penalty amounting to 25% of the total net budget of the operation.
11. In the event of cancellation by the Buyer of a firm booking 4 weeks or less before the start of the Sponsorship operation, i.e. of the transmission/recording of the first program in question, the Buyer must pay FTPI a penalty according to the following conditions: - 100% of the amount due by the Advertiser for the broadcasts and/or the recordings of the Sponsorship operation envisaged, in the following 30 days from the date on which the operation should have started (transmission of the first program). - And 25% of the net amount due for the rest of the operation.
12. In the case of cancellation at the initiative of the Buyer of a contract being performed, the latter must notify it to FTPI by registered letter with acknowledgement of receipt with a minimum notice period of 15 days, it being specified that this period may be contractually greater depending on the duration of the operation and/or the type of program sponsored.
In this case, the minimum amount of the penalty due by the Buyer shall be that stipulated below: - In the event of an operation with a duration less than or equal to one month, this penalty shall amount to 100% of the total net budget of the operation. - In the event of an operation with a duration of more than one month, this penalty shall amount to at least 100% of the amount due by the Buyer for thee broadcasts and/or the recordings of the Sponsorship operation envisaged, in the following 30 days from the date of cancellation of the Buyer, without this sum amounting to less than 25% of the net budget due by the Buyer, on the date of cancellation, for the rest of the operation.
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13. The TV Stations reserve the right to broadcast non-sponsored trailers.
14. Each TV Station reserves the possibility to refuse: - Any sponsor not corresponding to its image or to that of the program in question; - Or any Sponsorship that would harm its commercial or editorial interests; - Or any sponsor or any Sponsorship, for reasons of reputation, of ethics or for reasons relating to the obligations under its specifications of missions and responsibilities.
TRANSMISSION INCIDENTS
15. The dates, times and duration of transmission of the program or programs and, possibly, the trailers that are the subject of the Sponsorship contract, are provided on a purely indicative basis without any guarantee.
The TV Stations reserve the right to modify all or some of the dates, times and durations of the programmes or to cancel these, without the Buyer being able to make any claim or claim any damages from FTPI or media, notably in the event of: - Force majeure, strike - Transmission requirements, disturbances in the organisation and the transmission of the programs or of material modification of the contracts binding the TV Stations to the holders of the rights to the retransmissions of events.
16. The Sponsorship operations or mentions not broadcast for technical reasons or for the reasons stipulated in Article 15 are not invoiced, with the Buyer or third parties not being able to claim, in any event, any compensation or reduction in price.
PAYMENT CONDITIONS
18. The invoices and credit notes are issued by FTPI for a period of one month at the end of each month for the spots broadcast on behalf of the Advertiser or its Authorised Agent in the case where the provisions of Law no 93-122 of 29 January 1993 (Loi Sapin) are not applicable.
19. The invoices are the reports and the proofs of the conditions of transmission of the Sponsorship orders that are mentioned therein.
20. The invoices are payable to the FTPI by cheque or by transfer in 30 days from the date of the invoice, on the 10th of the month (or the first business day following if the 10th of the month is not a business day), before 4.00 p.m. under the following conditions:
FTPI must be in possession of all sums due by the Advertiser at the latest on the payment date shown on the invoice.
The adjustment invoices issued by the FTPI are to be paid on the payment date stipulated in the invoice.
FTP International - CGV 2006 Page 20 Bills are not accepted.
21. FTPI may require full payment in advance or direct payment by the Advertiser (or the Buyer if it is not the Advertiser or Authorised Agent) of Sponsorship Orders, or a bank guarantee, notably in the following cases: - New Advertiser or Buyer - Buyer (Advertiser or Authorised Agent) for which FTPI has noted payment incidents or delays or a dispute that has arisen or may arise - Buyer whose solvency would seem to be uncertain.
A payment in advance means that FTPI must be in possession of the funds of the Advertiser at least 15 days before the first transmission of a message. In this case, a pro-forma invoice is sent to the Advertiser, with a duplicate to the Authorised Agent if need be, the final invoice being sent to the Advertiser at the end of the month during which the transmission took place.
22. In case of non-compliance with the payment conditions, orders to be executed may be cancelled by FTPI, without any prior notice or compensation. Furthermore, late payment penalties at the rate of 5% (five percent) shall be due on the amounts not paid on the payment date stipulated in the invoice as from the first day following this date on the basis of a 360-day year, prorata with the number of days late. If the 5% rate is less than one-and-a-half times the statutory interest rate, the penalty rate applied would be one-and-a-half times the statutory interest rate, rounded up to the nearest full number, plus two points.
FTPI also reserves the right to refuse the taking into account of the invoices that have not been paid on the payment date for the calculation of the rebates granted within the framework of its purchase conditions.
Furthermore, FTPI reserves the right not to reimburse the amounts due to the Advertiser for the settlement of the rebates at the end of the order and/or to offset the amounts of the rebates at the end of the order with any amounts which the Advertiser may owe, including late payment penalties, which the Advertiser acknowledges and accepts.
23. FTPI does not offer any discount for payments in advance.
PRODUCTION
24. The elements of the Sponsorship (billboards of the programs and/or of the TV games, trailers, Packshots visuals, etc.) as well as the advertising breaks’ effects can be produced by FTP International in coordination with the Advertiser or with the agency specially authorised for this purpose.
Any use, other than that stipulated within the framework of these terms and conditions, of the elements of the Sponsorship (billboards of the programs and/or of the TV games, trailers, Packshots visuals, etc.) as well as the advertising breaks’ effects, is subject to the prior, express authorisation of FTP International.
The technical and production expenses of these elements of the Sponsorship are not included in the budget for the Sponsorship campaign.
In the case of production of the Sponsorship elements by FTP International, the latter shall send to the Advertiser or to its agency specially authorised for this purpose, an offer for the scenario production accompanied by an estimate for the technical expenses by registered letter, fax or by any other means which may permit the receipt of the offer to be dated.
At the expiry of a period of two business days in the absence of contesting in writing, the Advertiser or its agency shall be deemed to have accepted the estimate.
The invoice issued by FTP International is payable in 30 days from the invoice date, on the 10 of the month, in accordance with Article 20 above.
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25. The content of the promotional elements specific to the Sponsorship operation are subject to an inspection and the prior agreement of each TV Station involved in the operation.
26. The Advertiser is responsible for the obtaining and the payment of all the rights for copying, adaptation and transmission and generally, for all copyrights assignable to the distinctive signs, photos, music or other elements which are to be broadcasted; all this within the framework of the creative part of the Sponsorship operation.
The Advertiser guarantees FTPI and the TV Stations against any legal action whatsoever emanating, notably, from authors, producers, directors, artists or any other person who would believe him/herself to be wronged by the Sponsorship creative elements, for any reason whatsoever.
GENERAL OBLIGATIONS
27. The Advertiser may not object to the fact the sponsored program may be co-sponsored by media associated to the promotion of the program.
28. The Advertiser may not object that advertising spots relating to its competitors or to competing brands are going to be present in the advertising breaks preceding or following the sponsored program. Each Sponsorship contract is independent from another Sponsorship contracts and Airtime orders.
Nevertheless, if the Buyer makes the request for it, and subject to availability in the schedule, FTPI may propose to the Buyer to be present in the advertising breaks preceding or following the sponsored program.
29. No Advertiser sponsoring a program may object to the TV Station associating with another partner providing gifts for games that they may organise within the program.
30. Within the framework of a game organised by the TV Stations and funded by an advertiser, the latter is informed that only the telematic services, Audiotel and the Internet sites of the TV Stations may be mentioned during the transmission.
31. Ending a Sponsorship contract gives to FTPI the right to proceed to private broadcasts of the Sponsorship creative elements, outside of the programs that have been the subject of the Sponsorship contract, in particular for the needs of informing Advertisers or their intermediaries, which the Buyer expressly consents to, both on its own behalf and on behalf of any third party that has assisted in the production of the elements of the Sponsorship.
32. The Buyer undertakes not to use, in any way, the transmission of the program as support for launching or promoting a product, brand, carried out concomitantly or not with the transmission, or to use any element of the program for promotional or advertising purpose.
33. Any mention on other media (P.O.S., press, radio, etc.) of a Sponsorship operation, notably for a promotional purpose, and/or any use of the program, of its elements (personalities, title, name of the hosts etc.) or trademarks of the related TV Station must be submitted beforehand to FTPI for the express agreement of the said TV Station.
In case of agreement, the TV Station shall draw up an estimate for the use of its name, of the program title or of the name of its hosts or any other element.
34. The Advertiser expressly acknowledges and accepts that the conclusion of a Sponsorship contract grants the right to the TV Station to transmit the Sponsorship credits, even by any transmission channels.
The Buyer acknowledges having all rights necessary for transmission of these credits and guarantees FTPI in this regard.
35. Apart from the provisions expressly stipulated by the Sponsorship contract, the latter does not
FTP International - CGV 2006 Page 22 grant the Buyer any right, present or future, of any kind whatsoever, over the program that is the subject of the contract.
GOVERNING LAW
The contracts concluded between FTPI and the Advertisers or Buyers are subject to French law both for their formation and for their interpretation and their performance and only the version drafted in French shall be applicable.
DISPUTES
Whatever the powers granted to the Authorised Agent in writing, these may not count as the power of judicial representation of the Advertiser.
Any dispute or any litigation that may result from the interpretation and/or the performance of these General Terms and Conditions, only the French version of them shall be applicable, and generally, the formation and the performance of the Sponsorship contracts lie within the jurisdiction of the Paris Courts even in the event of related cases, an appeal under guarantee or the plurality of defendants.
FTP International 64-70, avenue Jean-Baptiste Clément 92641 Boulogne Billancourt cedex Tel .: +33(0)1 56 22 62 00 Fax: +33(0)1 56 22 64 63 www.ftv-publicite.fr/
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