1. Preamble

  • The Tenant operates an online platform for placing advertising campaigns on motor vehicles. The payment for the advertising campaigns is determined by the client's specifications according to the price lists valid at the time of the contract based on a system algorithm, which particularly evaluates the kilometers driven by the vehicle and the views achieved.

  • The Landlord owns motor vehicles. He intends to rent the exterior surfaces of his motor vehicles to the Tenant for advertising purposes.

  • This agreement constitutes a framework contract that does not create a claim for the conclusion of individual rental agreements. The rental of individual motor vehicles is made through the conclusion of individual rental agreements for specific campaigns. This framework contract is intended by the parties to underlie all already agreed or future individual use agreements, even if the parties do not explicitly refer to it in individual cases.

  • Deviating, opposing, or supplementary General Terms and Conditions (GTC) of the Landlord do not become part of the contract, even if known, unless the Tenant has explicitly agreed to their validity in writing. The Tenant hereby explicitly opposes any GTC of the Landlord. Further bases for each rental relationship are the current price lists and supplementary specific information on certain forms of advertising published on the websites of the Tenant.

2. The Folyo GPS Tracker

  • The Tenant provides the Landlord and his drivers ("Users") with a GPS tracker. Proper insertion into the vehicle's OBD slot/cigarette lighter before the campaign starts is essential for the settlement of the rental fee.

  • The GPS tracker must be returned to the Tenant when the advertisement wrap is removed at the end of the campaign. If the GPS tracker is not returned, the payment of the rental fee may be delayed until the GPS tracker is returned.

3. Vehicle Registration

  • By providing the correct data about the vehicle, the Landlord makes a binding contractual offer to provide the Tenant with the vehicles within 7 days after the conclusion of individual rental agreements (booking) as rental objects for advertising campaigns.

  • The Tenant is entitled to accept the Landlord's offer to register the vehicles within 14 days (also partially for individual vehicles) by activation or explicit written declaration (email is sufficient) or to reject it without giving reasons.

  • No payment obligations arise for either party from the registration and the associated provision of vehicles.

4. Booking of Advertising Campaigns

  • Registration entitles the Tenant to place advertising campaigns on the vehicles by wrapping them. Rental objects include all exterior surfaces of the vehicles for the exclusive attachment of advertising content and GPS trackers to track driving time.

  • The booking of the vehicles is made by electronic transmission of the campaign data with the request to visit a "wrapping partner" (see the following point) within 7 days. The booking concludes the individual rental agreement for a specific campaign for a specific vehicle.

5. Wrapping

  • Wrapping and removal are performed by specified contract workshops ("wrapping partners"). These are independent companies whose services are not attributable to the Tenant. It is agreed with the wrapping partners that any damage claims by the Landlord must be settled directly with the wrapping partner.

  • Wrapping and removal by the wrapping partner are carried out on behalf of the Landlord but at the Tenant's expense.

  • Folyo will propose wrapping appointments to the Landlord in advance, one of which must be accepted. The agreement of the wrapping appointment is made in writing or directly with the wrapping partner.

  • The duration of the wrapping period is compensated with the agreed rental fee. There is no separate financial compensation for the wrapping time.

  • The Landlord must report any damage to the wrap to the Tenant immediately, but no later than within 24 hours. The rules for initial wrapping apply to repairs/re-wrapping.

  • The claim for payment of the rental fee is suspended from the time of wrap damage until repair/re-wrapping.

  • The rules for removing the wrap after the end of the advertising campaign apply analogously.

  • The Landlord is not allowed to use the vehicle for other advertising measures during the term of the individual rental agreement.

  • An iPad will be provided to the Landlord during the contract period, which must be returned when the wrap is removed. If the iPad is not returned, the payment of the rental fee may be delayed until the iPad is returned.

6. Tracking

  • The wrapping partner is authorized to install a GPS tracker on the vehicle along with the wrap.

  • This GPS tracker ensures that the kilometers driven can be clearly attributed to the vehicle.

  • Trackability requires the GPS tracker to be properly installed. Instructions are provided on-site.

  • The Tenant explicitly states that the Landlord is only entitled to the rental fee for trackable trips.

  • The Landlord is solely responsible for obtaining the Users' consent to tracking by the Tenant.

7. Rental Fee / Payment Terms

  • The Tenant pays the Landlord an agreed monthly fee, provided that the vehicle attends the agreed wrapping appointment and drives at least 100 km daily.

  • The rental fee also covers non-trackable trips or trips outside the maximum advertising budget. The Landlord has no payment claim for these out-of-budget or non-trackable trips.

  • The Tenant is entitled to change the price lists for future campaigns. Changes will be communicated to the Landlord and are deemed agreed if the Landlord does not object to the price change in writing (email is sufficient) within 14 days.

  • All prices are exclusive of statutory VAT unless otherwise stated.

  • The Tenant offers the Landlord the option to settle accounts in the form of credit notes. If settlement is made in the form of credit notes by the Tenant, the parties agree, under § 11 para. 8 Z 2 UStG, that the service will be settled with a credit note.

  • The Landlord is obliged to review the credit note for compliance with his tax obligations. Credit note complaints must be made in writing within 8 weeks from the issue date.

  • 50% of the fee is paid at the beginning of the campaign, and 50% no later than 30 days after the end of the campaign to a pre-specified account by the Landlord.

8. Duration/Termination

  • This framework contract is concluded for an indefinite period. It can be terminated by either party with one month's notice to the end of the month in writing (email). Even if the framework contract is terminated, it continues to apply to already concluded individual rental agreements.

  • The vehicle registration relationships are concluded for an indefinite period. The provision relationship arising from vehicle registration can be terminated by either party concerning individual or all registered vehicles with one month's notice to the end of the month in writing (email is sufficient).

  • Individual rental agreements are concluded for an indefinite period. They can be terminated by the Landlord with one month's notice to the end of the month, and by the Tenant with 7 days' notice.

  • The right to terminate for an important reason with immediate effect remains unaffected. The termination of the advertising campaign by the advertiser (for whatever reason) is explicitly agreed as an important reason.

9. Warranties/Liability

  • Both parties provide warranties according to §§ 922 ff ABGB.

  • The liability of the Tenant and its organs, employees, contractors, or other agents ("people") is limited to intent or gross negligence; liability for slight negligence is excluded. This exclusion does not apply to personal injuries and damage to items taken over by the Tenant for processing. If liability is excluded or limited, this also applies to the personal liability of its people.

  • The parties explicitly agree that the behavior of the wrapping partner is not attributable to the Tenant. Any damage claims by the Landlord are to be directed against the wrapping company.

  • Damage claims by the Landlord against the Tenant expire 6 months from knowledge of the damage, but in any case, after three years from the Tenant's breach.

10. Final Provisions

  • For all disputes arising from this contract, including its pre and post effects, the exclusive jurisdiction of the competent court for 1180 Vienna is agreed. The place of performance is 1180 Vienna.

  • The parties agree on an Austrian jurisdiction.

  • Austrian substantive law applies, excluding the UN Sales Convention and conflict of law rules.

  • Should individual provisions of this contract be or become wholly or partially ineffective, or should there be a gap in the contract, this does not affect the validity of the remaining provisions.

  • Changes and additions to the contract require written form. This also applies to a waiver of the written form requirement. Sending by email or fax meets the written form requirement, as do entries via the dashboard.

  • The terms referring to natural persons in the male form apply equally to women and men. When applying the term to specific natural persons, the gender-specific form is to be used.

Version, January 2024