Advertising terms and conditions

Article 1. DEFINITIONS

In these general terms and conditions, the following is understood by:

Advertiser: the natural or legal person who concludes a contract directly with FPM. Where appropriate, the term advertiser will also be deemed to include a natural or legal person acting directly or indirectly on behalf of that natural or legal person;
Advertising Material: the digital advertorial provided by the advertiser;
Advertorial: digital advertisement or advertising message of an editorial and commercial nature;
Contract: any written contract between FPM and the advertiser, which concerns the purchase of services;
Cookie: cookie(s), web beacon(s), as well as any other technology or process by means of which access is/can be obtained via electronic communication networks to data stored in the devices of visitor(s) to the FPM website or data which may be stored on/in the devices of visitor(s) to the FPM website;
Digital services: the digital services to be provided by FPM, including in any case offering online advertorial space on the FPM platform;
FPM: online media platform Free People Media (including online magazines ©Roots and ©SMART policy) that is registered under the Chamber of Commerce number 80076718;
Intellectual Property: referred to as intellectual property rights, includes all rights of ideas, creations, concepts, and inventions conceived by FPM, which are exclusively reserved to FPM. This concerns the rights protected, among other things, by copyright, design and model rights, trademark law, patents, trade name law, the Dutch Wet bescherming bedrijfsgeheimen (Trade Secrets Protection Act), and/or by registration with the BOIP (Benelux Office for Intellectual Property) I-depot;
Offer: any form of offer made by FPM including but not limited to quotations, quotes, rates, and proposals;
Option: the confirmed intention of the advertiser to purchase services;
Parties: The advertiser and FPM together;
Services: the services to be provided byFPM to the advertiser based on a contract. Services are in any case understood to include but are not limited to: the reproduction and/or publication of an advertorial on the FPM platform.

Article 2. APPLICABILITY

The FPM advertising terms and conditions, available on the FPM media platform, apply to, and form an integral part of, all offers, contracts, confirmations, declarations of intent, orders for placing online advertorials, and other work and services, between parties, as well as the manner of their formation and their performance. Hereby FPM rejects the applicability of any purchasing or other general terms and conditions of the advertiser or any third party.
The amended version of the FPM advertising terms and conditions will take effect on the date of its publication and applies to all current and new contracts at that time, unless explicitly agreed otherwise.
FPM has the right to unilaterally amend these advertising terms and conditions.
Any derogations from these advertising terms and conditions are only valid as far as they have been explicitly agreed upon in advance and in writing between parties and only apply to the amended provisions of the relevant contract.
The services form an integral part of these advertising terms and conditions. FPM is at all times entitled to change the range of services and the services themselves. The services in force at the (intended) time of publication of the advertorial will apply.
If any provisions in these advertising terms and conditions deviates from a term in the provisions of the contract, the term included in the provision of the contract shall apply in the contradiction.

Article 3. CONCLUDE A CONTRACT

Every offer made by FPM, by any means and in any form, before the formation of a contract always constitutes a non-binding offer and is always subject to change and/or availability of the services and subject to changes in the organization structure, for whatever reason.
Each contract is formed subject to the suspensive condition of FPM’s acceptance of the advertiser.
A written quotation for the provision of services is valid for the period stated in the quotation. If the period of validity is not included in the quotation, the quotation will be valid for fourteen days.
The contract is formed by means of the advertiser’s written acceptance (including by email) of a written (including by email) offer made by FPM.
At the request of the advertiser, FPM can grant an option for the provision of a service. FPM is at all times entitled to cancel granted options without giving reasons.
The contract period starts on the date of placing the first advertorial purchased under the contract, unless explicitly otherwise stated in the contract.
If a contract cannot be completed within the contract period, the advertiser can submit a written request to FPM before the end of the contract period to ask for an extension of the contract period of a maximum of six months to place the remainder. If FPM agrees to such an extension, the most recent conditions regarding rates will apply for that period. If, after the contractual period or the extension has ended, the advertiser has placed fewer advertorials than has been agreed, the advertiser’s entitlement to placing advertorials will lapse after the contractual period or the extension ends; however, the payment obligation for the remaining contractual advertising space will remain in force.
Both parties are entitled to terminate the contract, extra-judicially, with immediate effect and without further notice being required in the event that: (a) the other party is declared bankrupt; (b) an application has been made for the other party’s bankruptcy; (c) the other party is granted a suspension of payments; (d) an application for the suspension of payments has been made for the other party; (e) the other party is dissolved or ceases its activities; (f) the performance of the agreed services or a part thereof is or threatens to be in conflict with applicable laws and regulations; and (g) the other party fails to comply with one or more of the obligations under the contract even after a reasonable period has been given to comply with its obligation(s).
FPM has the right to terminate the contract in writing with immediate effect, without giving reasons, if the advertiser is not considered creditworthy by FPM.

Article 4. ADVERTISING MATERIAL AND SERVICES

The advertising material, accompanied by the relevant contract, must in any case be in the possession of FPM on the final submission date set by FPM. If the advertiser does not meet the submission date, the advertiser has no right on compensation.
The advertiser is required to supply advertising material that meets the FPM’s submission specifications as stated in the contract.
FPM is at all times entitled to refuse to provide services, such as the placement of material, in the event of technical objections or if FPM rejects the material on account of the content, nature, purport or form of the advertising material, if the advertising material does not comply with the conditions set out in the contract, these advertising terms and conditions and specifications, if the publication of the advertorial is in conflict with the interests of FPM, or in conflict with social values and standards, good taste and/or decency, any legal provision, as well as for reasons of principle or other serious reasons on the part of FPM. In that case, FPM is not obliged to pay any compensation to the advertiser. Refusal to provide the services based on this article does not affect the advertiser’s obligation to pay FPM the production costs incurred and any placement costs for the material. However, the advertiser is once entitled to replace the refused material by new advertising material that meet the (technical) objections of FPM. If advertiser does not make use of this option, FPM is entitled to fully charge the services that is agreed upon by contract.
FPM endeavours to provide the best possible reproduction of the advertorial submitted but is unable to guarantee an exact reproduction. The advertiser should take into account the possibility of digital display differences, and FPM cannot be held liable for this.
FPM will handle advertising material supplied by the advertiser with customary care and attention. FPM does not accept any liability for damage resulting from the use or dispatch of this material, except in cases of gross negligence or culpability.
If the advertising material is not submitted on time, all (in)direct additional costs and transportation costs incurred by FPM will be for the account of the advertiser.
FPM stores the advertiser’s advertising material for at least one year from the advertising material’s date of publication in FPM’s digital archive. FPM cannot be held liable for any loss of or damage to advertising material.
The advertiser is only allowed to share its own advertorial(s) published on the FPM website on social media. The advertiser is not permitted to use any names, logos or brands belonging to FPM, without the prior written consent of FPM.
The advertiser guarantees that the digital material provided does not contain any viruses or comparable software programs, whether or not added by third parties without the advertiser’s knowledge, which could harm the operation of the services offered by FPM, the internet or third-party computers and/or software.
If and to the extent that, in using the digital services, the advertiser uses cookies, the advertiser guarantees that it, as well as any other client(s) and third party/ parties it has engaged, comply with all relevant laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the Dutch Algemene Verordening Gegevensbescherming (AVG) (Data Protection Implementation Act) and the Dutch Telecommunications Act.
The digital services are offered and provided by FPM without any guarantee of (uninterrupted) availability, suitability, absence of viruses, reliability, security, or other guarantee.
The agreed start date for the digital services is a target date. FPM reserves the right to postpone the performance of the services due to unforeseen circumstances. When postponed by FPM because of that, the advertiser keeps the right on an equal advertising period as agreed upon, without further compensation.
FPM reserves the right to block or deactivate a website or digital services without prior notice for the purpose of maintenance, amendments, or improvement, or to update, extend, delete, or otherwise modify the website. FPM is not liable for any losses incurred by the advertiser because of this.
Click baits do not determine the rate of the digital services FPM provides.
In case of cancellation by the advertiser the following provisions apply: (a) all costs that FPM has made already and is already obliged to pay to one or more third parties at the time of cancellation by the advertiser. (b) If cancelled less than four weeks, but more than two weeks before the agreed start of the service(s), the advertiser owes FPM fifty percent of the contract value. (c) If cancelled less than two weeks before, no refund will be made, and the advertiser must pay the total amount agreed upon for the execution of the service(s) by FPM within fourteen days. Any overpayment by the advertiser will be refunded by FPM.

Article 5. RATES

Every contract is subject to the rates applied by FPM at the time of concluding the contract with respect to the placement of advertorials and/or other work and services. All rates mentioned in the contracts are listed in euros and are exclusive of VAT.
FPM reserves the right to change the rates. If such a price change is also to be applied to the advertorials pursuant to contracts that have already been concluded, the advertiser will be entitled to cancel the remainder of the advertorials not yet placed without any additional payment.

Article 6. PAYMENT

Payments for the placement of submitted advertorials must be made in advance before the date of publication unless parties agreed otherwise. All payments must be made within thirty days of the date of the invoice, without discount, deduction or set-off. The advertiser is not entitled to suspend any of its (payment) obligation.
If payment is not made in full before the date of publication or within thirty days of the date of the invoice, FPM will be entitled to cancel its services. The advertiser is in default by the mere expiry of a payment term or term for the performance of any other obligation, without formal notice being required. As from the day the default starts, the advertiser is liable for two percents interest per month or part thereof on all overdue amounts and the advertiser is obliged to fully reimburse FPM for its judicial and extra judicial costs, including collection fees of fifteen percents of the amount due, with a minimum of 150 euros.
All judicial and extra-judicial costs and lawyers’ fees that FPM is required to incur for the collection of any amount due to FPM by the advertiser arising from the contract must be reimbursed to FPM by the advertiser.
If the advertiser pays more than one invoice at once, it is obliged to submit an itemisation of the sum transferred. In the absence of such an itemisation, invoices will continue to be treated as unpaid in the accounts.

Article 7. LIABILITY

FPM is not liable for any losses resulting from any requests and communications (made orally, in writing or transmitted by any technical means) that have not been received by FPM or have not been received in a correct, complete, or timely manner.
FPM exercises the greatest possible care in its performance of contracts, placing individual advertorials as well as providing other work and services. In the event of an attributable failure to fulfil its obligations, FPM will only be liable if it can be accused of more than a slight degree of carelessness. If FPM is nevertheless liable for the non-performance or improper performance of a contract, its liability will be restricted to direct losses and to an amount that is reasonably proportionate to and no higher than the amount payable for the contract or the non-performance or improper performance part of the contract, with a maximum of 5,000 (five thousand) euros per event or series of related events.
FPM is never liable for indirect or consequential losses. Any deviating or further-reaching liability, particularly for indirect losses, is hereby explicitly excluded.
FPM is not liable for any loss or damage to advertising material supplied by the advertiser or third parties.
In the event of the advertiser failing to comply or to comply in a proper or timely manner with one or more of the conditions contained in these advertising terms and conditions or conditions agreed with FPM, the latter will be entitled – without prejudice to its entitlement to claim compensation or fulfilment – to suspend the performance of the contract as long as the failure to comply with the obligations continues or to partly dissolve the contract without being obliged to pay any compensation.
The exclusions/limitations of liability as included in these advertising terms and conditions do not apply in cases of intent or gross negligence.

Article 8. FORCE MAJEURE

In addition to the provisions of 6:75 of the Dutch Civil Code, a failure by one party to comply with any obligation vis-à-vis the other party cannot be attributed to that party in the event of a circumstance that is outside the control of that party, as a result of which the compliance with its obligations towards the other party is wholly or partly prevented or as a result of which the compliance with its obligations cannot reasonably be required from the party. For FPM, these circumstances include, but are not limited to, non-performance by third parties or suppliers it has engaged, industrial actions, boycotts or (potential) actions against, stagnation or other company problems at FPM, a supplier or distributor, the temporary unavailability or inadequate availability of hardware, software and/or internet or other telecommunication connections, energy failures, computer viruses, strikes, work interruptions, measures by any public authority as well as the absence of any governmental permit or permission, terrorist acts, fire, extreme or unsuitable conditions or weather conditions, a cyber attack, war, epidemics or pandemics and forwarding problems at a distributor.
If a situation as referred to in paragraph 1 arises as a result of which a party is unable to fulfil its obligations towards the other party, those obligations will be suspended for as long as that party is unable to fulfil its obligations.
If the situation referred to in paragraph 2 has lasted thirty calendar days, both parties will be entitled to dissolve the contract wholly or partially in writing. In that case, neither party is obliged to pay compensation for any losses, even if the party in a situation of force majeure benefits from an advantage resulting from the situation of force majeure.

Article 9. INTELLECTUAL PROPERTY RIGHTS

All (intellectual) property rights, which in any case include copyrights and trademark rights, database rights, concerning FPM, the content of the online magazines and the FPM website, proposals, formats, concepts, (editorial) contributions, products, the FPM logo and all other components of the services, are held exclusively by FPM or its licensors. FPM explicitly reserves these rights.
The rights and copyrights relating to the format and content of all forms of expression of the FPM brand, including in any case but not limited to the online magazines, the website, are held exclusively by FPM.
Without FPM’s prior written consent, no part of the expressions of FPM may be reproduced in whole or in part, stored in a computerised database or made public in any way whatsoever.
Without FPM’s prior written consent, the FPM brand or one of its expressions may not be used for the promotional purposes of a third party, even if this third party or the party on whose behalf it is acting advertises in FPM.
The intellectual property rights to all services provided or made available by FPM in the context of the contract remain with FPM or its licensors. To the extent necessary for the use of the services by the advertiser, FPM grants the advertiser a limited, non-exclusive, non-transferable right to use the intellectual property rights to the services during the term of the contract.
If the advertiser infringes FPM’s copyright or any other intellectual property right, the advertiser will be liable to pay FPM a penalty equal to the amount of the fee owed by the advertiser to FPM for the services or under the contract, with a minimum of 50,000 (fifty thousand) euros. The advertiser will also compensate FPM for the actual loss suffered by FPM.
The intellectual property rights to material and data provided by the advertiser to FPM within the context of the contract remain with the advertiser or its licensors. To the extent necessary for the provision of services by FPM, the advertiser grants FPM a limited, non-exclusive, non-transferable right to use the intellectual property rights during the term of the contract. The advertiser indemnifies FPM against all claims and consequential claims of third parties relating to the use by FPM of the material and data provided by the advertiser to FPM and the intellectual property rights vested in such material and data.
FPM alwayshas the right, without the advertiser’s prior consent, to use the content/ advertorials for the purpose of business-to-business communication, such as showreels, case films, company films, and submissions for awards.

Article 10. PRIVACY

FPM will offer the services and process the advertiser’s data in accordance with FPM privacy policy as published on the FPM website.
Personal data collected, obtained, or otherwise processed as part of the contract are and remain the property of FPM at all times, unless parties agree otherwise in writing on the use, processing, or other activities regarding these personal data.
The advertiser, when processing personal data in the context of the contract, will comply with the applicable laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the Dutch Data Protection Implementation Act, and the Dutch Telecommunications Act.
The advertiser immediately notifies FPM of any processing of personal data in the context of the performance of the contract. If necessary, parties will conclude a separate processing agreement regarding the scope, duration, and security of such processing.
The use of cookies by the advertiser in an advertorial through programmatic buying is only possible after FPM’s consent. The advertiser will only process personal data for a purpose for which consent is required after it has received the required consent of FPM. The advertiser is not allowed to place cookies or process personal data unless it has received consent to do so, except when the advertiser has another legal basis to do so.
Notwithstanding the previous, the advertiser is explicitly not permitted to use or allow the use of fingerprinting and/or similar techniques to collect, store or gain access to information in the peripherals of users of FPM.
FPM is always entitled to audit or arrange an audit of the advertiser’s compliance with the provisions of this article. The advertiser – also on behalf of its client(s) and/or third party/parties it has engaged – will provide all assistance to FPM to comply with this request. FPM will bear the costs of these checks, unless it is established that the advertiser has violated the provisions of this article.

Article 11. CONFIDENTIALITY

The parties will observe confidentiality regarding confidential and/or business-sensitive information provided by the other party during the formation and the duration of the contract. This obligation continues even after the termination of the contract.
The parties will not disclose any confidential and/or business-sensitive information without the prior written consent of the other party.
The parties will take reasonable measures regarding employees, agencies, auxiliaries or third parties to safeguard this confidentiality.
The above confidentiality obligations do not exist if and to the extent that: (a) a party is obliged to disclose under a statutory regulation or an authorised order issued by a public authority; (b) the information is in the public domain at the time of disclosure and is widely known; and (c) at the time of disclosure to the other party, the information was already in the possession of that party, or was independently developed by that party, without using the information provided.

Article 12 ADVERTISERS GUARANTEE AND INDEMNIFICATION

The advertiser guarantees that the advertising material submitted to FPM, as well as the content of the (mobile) websites or other medium to which the material refers, comply with the law and regulations, including but not limited to the Dutch Advertising Code of the Dutch Stichting Reclame Code (Advertising Code Authority), the instructions and recommendations of the Advertising Industry Code Committee and the Keuringsraad Openlijke Aanprijzing Geneesmiddelen (K.O.A.G; Inspection Board for the Public Promotion of Medicines), and the Keuringsraad Aanprijzing Gezondheidsproducten (KAG; Inspection Board for the Promotion of Health Products). FPM has the right to refuse to perform services (including the publishment of the advertorial) that do not comply with the aforementioned laws and regulations, in which case the advertiser will remain obliged to pay FPM for the contracted publishment of the advertorial. The advertiser also guarantees that the material provided do not and cannot contain any viruses or comparable software programs added by third parties with or without the knowledge of the advertiser that could negatively impact the functioning of the services offered by FPM, the internet or third-party computers and/or software.
The advertiser guarantees that (a) the advertising material does not infringe in any way on any right belonging to another person, including in any case copyright (including portrait rights) or any other intellectual or industrial property right; (b) the advertising material corresponds to the truth, social standards and values, good taste and decency and/or public order or morality, and is not otherwise unlawful towards third parties; (c) the advertiser is authorised to publish the advertisement material and/or reproduce it or cause it to be reproduced, without this leading to levies and/or fees being enforced on FPM and/or fees being payable to other organisations that could be recovered from FPM; (d) the advertiser acts in full compliance with all applicable laws and/or regulations, codes of conduct and any other form of self-regulation and that it is in the possession of all required rights, licenses, registrations, permits and permissions. The advertiser also complies to all further rules set by FPM and fully complies with these advertising terms and conditions.
If and to the extent that the advertiser uses cookies, the advertiser guarantees that it, as well as its client(s) and/or third party/parties it has engaged, comply with all relevant laws and regulations, including (but not limited to) the General Data Protection Regulation (GDPR), the Dutch Data Protection Implementation Act, and the Dutch Telecommunications Act.
The advertiser indemnifies FPM, as well as any third parties working for FPM, against all losses and/or claims of third parties in connection with or resulting from: (a) the use of the services by the advertiser; and (b) the acts and/or omissions of the advertiser that are in breach of the provisions of the contract and/or these advertising terms and conditions; (c) any third-party claims relating to a breach of the guarantees set out in these advertising terms and conditions. The advertiser will also fully compensate FPM and its third parties in the above cases for costs (including costs of legal assistance), penalties, losses and interest that arise because of this. This indemnification and compensation apply, among other things, to any claims by regulators such as OPTA, and the Stichting Reclame Code (Dutch Advertising Code Authority) and third parties in connection with infringements or alleged infringements of the copyright of these third parties, including the European Central Bank in relation to banknotes.
If the advertorial provided contains a competition or reference to a competition organised by the advertiser that is categorised as a game of chance, the advertiser must comply with the applicable laws and regulations, including the Dutch Wet op de Kansspelen (Gambling Act) and the Dutch Gedragscode Promotionele Kansspelen (Promotional Gaming Code). If the advertiser makes prizes available for the purposes of the competition, the advertiser is fully responsible for the correct and timely payment of the prizes to the prize-winners. Any gambling tax and non-deductible advance tax on VAT in connection with gambling games is for the account of the advertiser and the advertiser indemnifies FPM against any claims in this respect.
If a third party acts on behalf of the advertiser or other representative, this third party warrants to FPM the fulfilment of the obligations set out in the contract and these advertising terms and conditions by such advertiser or represented party.

Article 13. MISCELLANEOUS PROVISIONS

FPM may, at its own discretion, engage third parties for the performance of the services.
The advertiser is not entitled to transfer their rights and obligations from the contract to third parties without the prior written consent of FPM.
Unless explicitly agreed otherwise, the advertiser is not entitled to exclusivity (including branch exclusivity) with respect to the products or services offered by means of the advertorials. FPM is free to accept and place third-party advertorials at its discretion.
The advertiser is aware that FPM is editorially independent with respect to the content of the online magazines and is therefore always entitled to give binding instructions with respect to the editing of the online magazines it publishes.
In all cases where provisions are not made in these advertising terms and conditions, FPM will decide, considering the reasonable interests of the advertiser.

Article 14. APPLICABLE LAW

All contracts concluded between parties, including advertising terms and conditions and privacy policy, are governed exclusively by Dutch law.
All disputes about contracts between parties, if no amicable resolution can be reached between parties, shall be settled by the competent court in the district where FPM is established.

Article 15. SEVERABILITY CLAUSE

If any provision of these general terms and conditions or of the underlying contract is wholly or partly null and/or invalid and/or unenforceable, because of any legal provision, court ruling, or otherwise, this shall have no effect on the validity of all other provisions of these general terms and conditions or the underlying contract.
If any provision in the contract or any part of the contract cannot be legally invoked, the remaining part of the contract shall remain in full force, with the understanding that the provision concerning the part that cannot be invoked shall be deemed adjusted in such a way that it can be invoked, while preserving the parties‘ intentions regarding the original provision or the original part as much as possible.

FPM reserves the right to change these terms and conditions.

Free People Media, December 2025

(last amended: December 30, 2025)