GTACs (License Partner Agreement)

§1 System System
1.1 With this Order Form, the Customer issues NEO the exclusive order to operate the System in the branch offices listed, and to broadcast. The customer may not install any other in-store TV systems in the branch office during the term of the Agreement.

§2 Performances NEO
2.1 For the defined branch office, NEO assumes for the customer the one-off delivery of the hardware and the operation of the System for three years, including the actual broadcast. The terms agreed in the Order Form apply to these performances rendered by NEO.
2.2 The System consists to 80% of content specific to the license partner. These are to be managed by the license partner itself. 20% are network-specific content, which will be managed exclusively by E&V (e.g. cross-selling objects, etc.).

§3 Performances Customer
The Customer will provide an electricity supply and free DSL access of at least 3Mbit for the connection and operation of the System, as from the date of signing the Agreement.

§4 Obligations Customer
The Customer undertakes to connect up the system, either itself or with the aid of qualified third parties, in accordance with the instructions from NEO. If the Customer wishes to or has to change the locations of or uninstall the digital screens (e.g. due to structural alterations), it shall do so at its own cost. Uninstalling screens does not release the Customer from its payment obligation.

§5 Options Customer / Advertising
The Customer is given the opportunity to acquire advertising customers that can broadcast advertising content on the System within the framework of the license partner's content. Consent must be gained from E&V to this advertising being broadcast. If the consent is given, NEO must be remunerated for the additional work involved with inserting this content at € 90 per hour.

§6 Obligations NEO
E&V determines, develops and organises the programme concept of the System. NEO will broadcast this System content at the Customer in line with the Agreement and undertakes to take the requisite care in managing the System System installed in the branch office.

§7 Liability & Guarantees
7.1 E&V is exclusively responsible for the programme content of the System.
7.2 NEO assumes the guarantee of the delivered hardware for 2 years from delivery. The shipping costs are excluded from such guarantee. If changes are made to the hard or software, or if the System is used for other purposes than for broadcasting through NEO, the guarantee expires. In such case, NEO is released from any liability.

§8 Deviations
Every departure from this Agreement must be recorded in writing. This also applies to the waiving of the written-form clause.

§9 Force Majeure

None of the parties is liable for the non-fulfilment or faulted fulfilment of its contractual obligations resulting from acts or events lying outside the scope of their control, such as statutory restrictions regarding the advertising of certain product types, natural phenomena, delivery or procurement difficulties among the electricity suppliers or telecommunication customers.

§10 Fees/Third Party Fees
Any fees and third-party fees pertaining to the operation of the screen networks in the Customer's branch office are the responsibility of the Customer.

§11 Termination for Good Cause
If any of the parties culpably violates its contractual obligations, the other party can request that it rectify this situation within 30 days of receipt of the written request in which its attention is drawn to the violation. If the party committing the violation does not rectify the situation within the 30 days, the other party may terminate the Agreement without notice by means of registered letter with advice of delivery.

§12 Non-disclosure
The parties undertake not to inform any third party of this Agreement or its Annexes in any form whatsoever.

§13 Rights of Use
The parties grant each other the right, for the duration of this Agreement, to use the contractual partners brand/company name in the marketplace (e.g. for marketing or advertising purposes).

§14 Term of the Agreement
This Agreement comes into effect upon signing by both parties. It has a term of three years. The term of the Agreement begins with the delivery of the hardware to the Customer. If the Agreement is not terminated by one of the parties in writing three months before the end of its term, the term extends automatically for a further year. The annual license fees for the System are € 228. This price is subject to economic and currency fluctuations.

§15 Applicable Law and Place of Jurisdiction
This Agreement is subject to German law. The Hamburg local courts (Amtsgerichte) and the Hamburg district court (Landgericht) are responsible for hearing disputes between the parties relating to the conclusion, interpretation or fulfilment of this Agreement.

§16 Setting Off and Right of Retention
Setting off against claims against NEO is only admissible in the case of legally recognised or legally binding claims. The same applies to rights of retention.

§17 Severability Clause
Should any provisions of this Agreement be or become invalid, or if the Agreement fails to cover a given issue, this shall not affect the validity of the remaining provisions. A provision is to be found to replace the invalid provision or fill the gap in the Agreement – where legally admissible – that approximates as closely as possible what the parties would have intended if they had considered the issue in question.

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