Preamble

1.1 Folyo GmbH operates an online platform for the placement of advertising campaigns on motor vehicles. The remuneration for advertising campaigns is based on the advertiser’s specifications and the price lists valid at the time of contract conclusion, calculated on the basis of an algorithm stored in the system, which in particular evaluates the kilometers driven by the vehicle and the views generated thereby.

1.2 The Lessor is the owner of motor vehicles. The Lessor intends to lease the exterior surfaces of these vehicles to the Lessee for the placement of advertising.

1.3 This master agreement shall, in accordance with the parties’ intention, form the basis of all already concluded or future individual usage agreements, even if the parties do not expressly refer to it in individual cases.

1.4 Any deviating, conflicting or supplementary general terms and conditions of the Lessor shall not become part of the contract, even if known, unless the Lessee has expressly agreed to their validity in writing. The Lessee hereby expressly objects to the Lessor’s general terms and conditions. Each rental relationship is further governed by the respective price lists and specific information on certain advertising formats published on the Lessor’s websites.

Registration of Motor Vehicles

2.1 By providing the correct vehicle data, the Lessor submits a binding contractual offer to make the vehicles available to the Lessee as rental objects for advertising campaigns within 7 days after conclusion of individual rental agreements (“Booking”).

2.2 The Lessee is entitled to accept the Lessor’s offer for registration of the vehicles within 14 days (also partially with respect to individual vehicles) by activation or express written declaration (email sufficient), or to reject it without stating reasons.

2.3 No payment obligations arise for either party solely from the registration and the associated availability of the vehicles.

Booking of Advertising Campaigns and Shuttle Service

3.1 Registration entitles the Lessee to place advertising campaigns on the vehicles by means of wrapping. The rental objects comprise all exterior surfaces of the vehicles for the exclusive placement of advertising content.

3.2 Vehicles are booked by electronic transmission of the campaign data together with the request to visit a designated “Wrapping Partner” (see below) within 7 days. Upon booking, an individual rental agreement for a specific campaign and a specific vehicle is concluded.

Vehicle Wrapping

4.1 The vehicle wrappings shall be applied and removed by designated contractual workshops (“Wrapping Partners”). These are independent companies whose services are not attributable to the Lessee. It is agreed with the Wrapping Partners that any claims for damages by the Lessor shall be settled directly with the Wrapping Partner.

4.2 The application and removal of the wrapping by the Wrapping Partner is carried out on behalf of the Lessor, but at the expense of the Lessee.

4.3 Folyo will propose wrapping dates to the Lessor in advance, from which one must be selected. Appointment scheduling may take place in writing or directly with the Wrapping Partner.

4.4 The downtime required for wrapping is compensated by the agreed rental fee. The Lessor shall not be entitled to separate financial compensation for such downtime.

4.5 The Lessor must notify the Lessee immediately, but no later than within 24 hours, of any damage to the wrapping. The above provisions regarding initial wrapping shall apply accordingly to repairs or re-wrapping.

4.6 During the period between damage to the wrapping and repair/re-wrapping, the claim to payment of the rental fee shall be suspended.

4.7 The above provisions shall apply mutatis mutandis to the removal of the wrapping upon completion of the advertising campaign.

4.8 During the term of the individual rental agreement, the Lessor is not permitted to use the vehicle for other advertising measures.

4.9 During the contractual term, tablets, dispensers or taxi tops may be provided to the Lessor. These must be returned upon removal of the wrapping.

4.10 The Lessor expressly declares that the vehicle has no prior damage, has not been involved in an accident, and still has its original factory paintwork.

Rental Fee / Payment Terms

5.1 The Lessee shall pay the Lessor a fee of EUR 250 net per vehicle per month. Payment is conditional upon the vehicle attending the agreed wrapping appointments, returning the provided digital screens, dispensers and/or taxi tops, and being driven at least 100 km per day.

5.2 The Lessee is entitled to amend the price lists for future campaigns. Amendments shall be communicated to the Lessor and shall be deemed agreed unless the Lessor objects in writing (email sufficient) within 14 days.

5.3 All prices stated are exclusive of statutory VAT unless expressly stated otherwise.

5.4 The Lessee offers to settle payments by means of credit notes. If settlement is carried out by credit note, the parties agree pursuant to Section 11 (8) No. 2 of the Austrian VAT Act (UStG) that the service shall be invoiced by credit note.

5.5 The Lessor is obliged to review the credit note with regard to compliance with tax obligations. Objections must be asserted in writing within 8 weeks of issuance (receipt).

5.6 The fee shall be paid in full no later than 30 days after the end of the campaign or written confirmation by Folyo to the account designated by the Lessor. Payment requires that the wrapping remains intact and present at the time of removal and that all provided digital screens, dispensers and/or taxi tops are returned undamaged.

6. Term / Termination

6.1 This master agreement is concluded for an indefinite period. Either party may terminate it in writing (email sufficient) with one month’s notice to the end of a calendar month. Termination of the master agreement does not affect already concluded individual rental agreements.

6.2 Vehicle registrations are concluded for an indefinite period. The availability relationship resulting from registration may be terminated by either party for individual or all registered vehicles with one month’s notice to the end of a calendar month.

6.3 Individual rental agreements are concluded for an indefinite period. They may be terminated by the Lessor with one month’s notice to the end of a calendar month and by the Lessee with seven days’ notice.

6.4 The right to terminate for good cause with immediate effect remains unaffected. The discontinuation of the advertising campaign by the advertiser (for whatever reason) is expressly agreed to constitute good cause.

Warranty / Liability

7.1 Both parties grant warranty in accordance with Sections 922 et seq. of the Austrian Civil Code (ABGB).

7.2 The liability of the Lessee and its officers, employees, contractors or other agents (“Personnel”) is limited to intent and gross negligence; liability for slight negligence is excluded. This limitation does not apply to personal injury or damage to items entrusted to the Lessee for processing. To the extent liability is excluded or limited, this also applies to the personal liability of its Personnel.

7.3 The parties expressly agree that the conduct of the Wrapping Partner is not attributable to the Lessee. Any claims for damages by the Lessor shall be directed directly against the Wrapping Partner.

7.4 Claims for damages by the Lessor against the Lessee shall lapse within six months of knowledge of the damage and in any event three years after the act giving rise to the claim.

8. Final Provisions

8.1 All disputes arising out of or in connection with this agreement, including its pre- and post-contractual effects, shall fall within the exclusive jurisdiction of the competent court for 1180 Vienna. The place of performance is 1180 Vienna.

8.2 The parties agree that Austria shall be the place of jurisdiction.

8.3 This agreement shall be governed by substantive Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and conflict-of-law rules.

8.4 Should any provision of this agreement be or become wholly or partially invalid, or should a gap exist, the validity of the remaining provisions shall remain unaffected.

8.5 Amendments and supplements to this agreement must be made in writing. This also applies to any waiver of the written form requirement. Transmission by email or fax satisfies the written form requirement, as do submissions via the dashboard.

8.6 Where personal designations are used in the masculine form only, they shall apply equally to all genders.

[1] In the following, only the plural term “motor vehicles” is used; it also refers to a single vehicle where applicable.