Terms and conditions for media sales by Alma Media Group

Effective from 1 June 2020

1. Application

Unless otherwise agreed, these terms and conditions apply to all media sales agreements concerning Alma Media Group’s products and services (including concepts produced by the content marketing).

Alma Media Group’s products and services hereinafter refer to all products and services that operate and appear in print and electronic format and that are owned and represented by Alma Media Corporation and its Group companies (hereinafter collectively “Alma” and separately the “Publisher”). Such products and services include printed magazines, digital editions, websites, online services, mobile sites and services, applications, newsletters, direct email marketing and other Alma media outlets (“Media”). These terms and conditions do not concern distribution or advertisements placed by readers. With regard to Alma’s online marketplaces, i.e. the classified advertising taking place online, (e.g. etuovi.com, vuokraovi.com, autotalli.com, monster.fi, gofinland.fi, toimitilat.kauppalehti.fi), these terms and conditions apply to advertisements other than the actual marketplace advertisements. With regard to programmatic advertising, these terms and conditions apply to the extent that the terms and conditions of the marketplace or the market practice do not require otherwise (however, the terms and conditions specified in sections 3, 11, 13–23, 25 and 28-29 always apply to agreements regarding programmatic advertising).  

These terms and conditions apply when Alma sells advertising and announcement space and solutions in its Media for advertisements, announcements, images, video clips, contact information and other advertising material (“Material”) submitted by advertisers, advertising agencies, media agencies or other advertising service companies or their representatives (“Client”).  If the advertisement is submitted by an agent, such as an advertising or media agency or other advertising service company or a representative of the advertiser, on behalf of the advertiser, the agent is responsible for ensuring compliance with all aspects of the agreed terms and conditions, as well as these terms and conditions, in the same manner as they are responsible for fulfilling their own obligations (including responsibility for the content of the Material and for the advertising fee with full liability for any credit losses, i.e. del credere responsibility). With regard to the content of and fees related to joint Material from two or more Clients, the responsibility lies with the Client who placed the order. These terms and conditions also apply to any co-operation related to such content marketing where Alma produces the content.

These terms and conditions apply to the publication of individual advertisements as well as campaigns. A campaign refers to a whole consisting of several advertisements that are booked at the same time to advertise the same product or service in one Medium or several Media. Separate campaigns run by the same Client are regarded as a single campaign if the break between the campaigns is no more than seven (7) days and the Material and/or target group remains the same. As an exception, a content marketing campaign is regarded as one campaign, although the Material changes, as long as the campaign is booked at the same time and the product or service advertised in one or several Media of Alma remains the same.

2. Establishment of an agreement

An agreement to publish 1) the Material submitted by the Client or 2) created for the Client, is established once the Client places an order with the Publisher verbally or in writing. The Publisher seeks to send an order confirmation to the Client separately for each order. However, the order is binding upon the Client even without confirmation. The order confirmation does not need to be signed or returned, unless otherwise agreed. The Material will be published in the Media specified in the order confirmation or otherwise agreed, in accordance with these terms and conditions and with the Publisher’s implementation practices and special terms and conditions concerning the Media in question as they stand at any given time.

3. Deviating and conflicting terms and conditions

Any terms and conditions concerning an individual media sales agreement that deviate from these terms and conditions must be specified by means of a written agreement. In the event of conflicting terms and conditions, the terms and conditions of the agreement between the parties and/or the terms and conditions in the order confirmation have first priority (with the document with the later date taking precedence), the medium-specific terms and conditions have second priority, and these terms and conditions have the lowest priority.

4. Prices

The prices (excl. taxes) for publishing advertisements in various Media are specified in one or more of the following applicable documents: the order confirmation, the agreement and the offer, as well as on the website of the Medium concerned. The prices are also available from the media sales department for each Medium. In the event of conflicting prices, the prices specified in the agreement between the parties and/or the order confirmation have first priority (with the document with the later date taking precedence), the prices specified in the offer have second priority, and the general price list presented on the medium-specific website has the lowest priority. Any special advertising solutions, additional elements and their effect on the price are always negotiated separately.

The Publisher has the right to change its prices at any given time. The Publisher will seek to announce any changes on its medium-specific website and in its media sales bulletins. The price changes will also apply to any unconfirmed offers made by the Publisher based on reservations made by the Client, unless the Publisher has separately announced to the Client that its offer is binding. The Client has the right to cancel the whole booking, cancel part of it or shorten it for no extra fee within six (6) days from the day when the Client has been informed about the price increase in writing.

The prices announced are exclusive of VAT. The Publisher will add VAT to the prices according to the VAT rate as it stands at any given time, in addition to any statutory taxes and fees related to publishing operations and revenues from advertisements and announcements. These will be specified as separate items on the invoice. The Publisher also has the right to charge a fee for paper invoices.

Cost increases arising from laws, regulations or measures implemented by the authorities will be added to the prices correspondingly, effective from the date on which they come into effect. Such increases concern all orders that  have not been invoiced.

If the advertising copy or other Material requires a larger size than that specified in the order, the advertisement will be published in accordance with the size required for the copy or Material and invoiced in accordance with this larger size. In the event that the advertising copy or other Material requires a smaller size than that specified in the order, the price charged for the advertisement will be based on the space reserved.

In addition to the price specified for the advertisement, any preparatory work that does not fall within the scope of the agreement will be charged for in accordance with a separate price list. Changes to the draft and advertising copy will be charged for in accordance with the time required for implementing the changes. If the Publisher changes the advertisement in a manner that affects its price, the Publisher must have the changes approved by the Client before implementing them. If the Client cannot be reached, the Publisher must inform the Client about the changes no later than three (3) days after the advertisement is published.

The production cost for articles, videos, photos or podcasts of the content marketing will always be agreed separately. The production costs do not include possible travel costs.  

5. Terms of payment

The Client will be invoiced at the end of the campaign at the latest. The term of payment for clients with an account with Alma is fourteen (14) days from the invoice date. Complaints concerning invoices must be filed within eight (8) days of the invoice date. Penalty interest will be charged on overdue payments in accordance with the law. In addition, the Publisher is entitled to charge the Client for any collection fees related to the overdue payment.

For media sales on credit, the Publisher requires corporate customers to submit their Business IDs and private customers to submit their personal identity number. Credit histories will be checked for all new customers. If requested, the Client must provide the Publisher with collateral. Payment defaults are processed on a case-by-case basis. In the event of payment defaults, the Publisher has the right not to publish the Material. In such situations, the Client will not be entitled to a refund.

Cash customers must pay the amount requested to a bank account provided by the Publisher no later than three (3) days before the date of publication. A receipt for the payment must be submitted to the Publisher by fax or email.

The Publisher reserves the right to amend the terms of payment.

6. Discounts

General terms and conditions for discounts

Alma issues discounts on various grounds. Discounts are exclusive of one another, unless otherwise agreed by means of an agreement between the parties. The order of application for any multiple discounts varies according to the Medium.

An agreement that entitles the Client to a discount must be made before the beginning of the advertising included in the agreement. Advertising carried out before the agreement on a discount was made does not qualify for the discount and will not be included in the agreement total. The agreement must specify the Media that it concerns.

The agreement total will include all advertising in all of the Media specified in the agreement. It will also include any fees for additional work, as well as content marketing assignments and net invoicing related to the Media specified in the agreement submitted via an advertising or media agency. Performance-based advertising, programmatic advertising, data sales or network products will not be included in the agreement total, unless otherwise agreed. The net agreement total is the total amount invoiced exclusive of VAT, taking into account all discounts, media agency discounts/reimbursements and commissions pertaining to programmatic advertising (if programmatic advertising is agreed to be part of the agreement total).

The discount rate and the total amount to be paid by the Client are determined in accordance with the agreement total. The discount rate will not apply to all purchases included in the agreement total.

The agreement total and discount tables are specific to each Client and do not apply to other companies belonging to the same group of companies as the Client. However, they can be applied to companies in which the Client has a majority holding (more than 50%), provided that these companies are specified in the agreement made with the Client.

Separate discount tables apply to print and electronic Media.

The discount only applies to advertisements submitted or transferred via the Media specified in the agreement.

If the Client fails to comply with the terms and conditions of the agreement, the Publisher reserves the right to claim the discount back.

Discounts related to media sales never concern content marketing productions, advertisements placed by readers or actual marketplace visibility. Furthermore, discounts do not apply to any fees for additional work, performance-based advertising, programmatic advertising or data sales.

Advertising and media agency discount

Media agency discounts on gross prices may be granted to media agencies that have made an agreement with Alma. In such cases, the media agency is responsible for the content of the Material and for paying for the advertising. Other operational and qualitative criteria for the discount:

1. Advertising space is reserved on schedule. The reservations must include all of the information that is required to provide the Client with a smoothly running service with regard to media services and the related invoicing.
2. The advertising material must be submitted in accordance with the related schedules and technical requirements.
3. The content of the advertising material must comply with the International Code of Advertising Practice, the law, good practice and statutory regulations.
4. The advertising or media agency must adhere to the agreed terms and conditions of the agreement, as well as these terms and conditions, and assume full liability for any credit losses arising from the advertisements it submits. Creditworthiness requires the agency to file collateral with Alma, if so required, and to pay its advertising invoices in accordance with the terms of payment.

7. Reservations and confirmation

Advertising space must be reserved before the publication date. Each Medium has its own reservation schedule for print advertising. Concerning online campaigns a preliminary reservation is valid for 14 days, after which the inventory is released automatically, if a reservation has not been confirmed. If the reservation is made less than five (5) days before the start of the campaign, we will no longer accept preliminary reservations, but reservations must be made confirmed.   

The booking schedule for advertising space required for content marketing follows either booking schedule for digital campaigns or print campaigns, depending upon which kind of Medium is used for advertising. The confirmation shall be made 5 working days before the publishment date, at the latest, so that any non-used space can be offered for someone else. Material which is in its final form or which needs to be edited, shall be delivered 5 working days before its publishment. If the Publisher produces the content, the order shall be made at least two weeks before the desired publishment date.  

8. Cancellation of campaigns

The terms and conditions for cancelling confirmed print campaigns vary according to the Medium*. The terms and conditions for cancelling confirmed online campaigns are as follows:

If a confirmed online campaign is cancelled 6-10 working days prior to its start, 25 % of the net price of the campaign will be charged.

If a confirmed online campaign is cancelled 4-5 working days prior to its start, 50 % of the net price of the campaign will be charged.

If a confirmed campaign is cancelled 3 working days prior to its start or later, 100 % of the net price of the campaign will be charged. 

The above specified cancellation terms apply to the distribution of the content marketing campaigns. In case the Client cancels the campaign, the production costs will in any case be invoiced in full and the Client can use the content for its own use.

*Please find the terms of cancelling Alma Talent print media here >

*Please find the terms of cancelling Iltalehti print media here >  

9. Instructions for submitting materials

All Material for print campaigns must be submitted in accordance with the medium-specific schedules and instructions for submitting materials. All material for online campaigns must be submitted three (3) working days prior to campaign start, materials for special solutions five (5) working days prior to campaign start in accordance with the medium-specific instructions for submitting materials.

If the Material is not submitted or prepared in line with the instructions, if it is delayed or if it is technically unsuitable or questionable in terms of content or too similar in appearance with the content of the media editorial, the Publisher will not guarantee that the advertisement will be published or that the campaign will begin at the desired time. In such cases, the visibility of the campaign will be reduced proportionately to the length of the delay.

If the Publisher does not have access to the Material at the time required by the schedule but nevertheless decides to publish the advertisement, the Publisher will not be liable for any deficiencies in the appearance of the advertisement. In such cases, the Publisher is also entitled to place the advertisement in a space different from what was agreed.

The Publisher will not be liable for any damage arising from the decision not to publish an erroneous advertisement or from the publication of the advertisement on a date other than the agreed publication date due to deficient Material.

The Publisher cannot guarantee that a report can be generated for an online campaign if the Material is submitted late or if deficient Material is submitted.

In above described cases, the full price (100%) will be invoiced even if the visibility of the advertisement or campaign is limited, its appearance is deficient or it is placed in a space different from what was agreed. An additional medium-specific fee for expedited processing will be charged if the Material is submitted after the time limit specified for materials. In addition, any cost of adjustment concerning the Material will be charged. If the Publisher needs to make changes or corrections to the Material submitted, the work will be charged in accordance with the medium-specific price list.

If the Material causes technical problems during an online campaign in a Medium or Media of Alma, the Publisher has the right to replace the Material with a GIF version or completely remove it from the Medium or Media.

The customer has the right to receive a proof sheet of the prepared print ad, if the material is delivered according to the material schedule.

10. Campaign duration

A media visibility campaign will be valid for the agreed period of time but no longer than one (1) calendar year. The online advertisements will be placed in their spaces by 10 a.m. on the first day of the agreed media visibility period, unless otherwise agreed. Weekly online campaigns run from Monday to Sunday, unless otherwise agreed.

When making a reservation for an online campaign, it must be specified how many advertisements the campaign will include and when they should be changed. The Publisher will change the advertisements once during the campaign free of charge. More frequent changes will be charged at an hourly rate, as will any unexpected changes during the campaign. The fees are medium-specific.

11. Verification of and display guarantee for online campaigns

Alma sells display-based, time-based and click-based online campaigns. The campaigns are verified using Alma’s advertising management systems or analytics.

Display guarantee for display-based campaigns: If the total number of displays for the campaign is lower than 95% of the number of displays purchased, either the campaign will be continued until the required number of displays is reached or the Client will be refunded for the missing displays in the form of advertising displays in their next campaign. If the number of displays is less than five (5) per cent lower than the targeted number of displays, the Client will not be refunded for the missing displays. If the Client’s Material is submitted late, Alma will not be responsible for the fulfilment of the display guarantee.

12. Changes in advertising spaces

If the Client wishes to remove a campaign or change its placement during a campaign due to topical news content, for example, the Publisher will primarily seek to move the campaign to another section of the Medium in question in accordance with availability of space. The campaign will be moved to another section free of charge, but the guarantee display for the online campaign will cease to be valid and the campaign will be transferred to a section with available space. If the Client wishes to completely remove the campaign from the Medium in question during the campaign period, the Publisher will charge the Client for the full value (100%) of the campaign in accordance with the cancellation policy.

With regard to campaign packages, Alma does not guarantee visibility in all of the Media specified in the package. Campaigns purchased to be carried out in a specific Medium take precedence over campaign packages, and advertisements included in campaign packages will be published in Media with available space.

13. Right of use of Material

The Client entitles the Publisher to use the Material and to make changes to the Material, if necessary, in order to publish the Material in the Media specified in the order confirmation or otherwise agreed. The Material submitted to the Publisher by the Client will not be returned. In case the Material is prepared with the help of third party system (by the Client, this representative or the Publisher), the Material will not be delivered to the Client but stays in the system. 

14. Intellectual property rights

The Publisher has the right of ownership and all rights to the Media and any part of the Media that it publishes. These rights cover the copyright to software and databases consisting of the Clients’ Material, for example. The Client’s advertisements will be integrated into the Publisher’s databases with no additional compensation. The advertisements may be published as part of a database when such databases are published. For the sake of clarity it is stated that the Publisher always has the right to use the Material as part of those media contents in which the Material has been published or displayed (so called archive use). In addition, unless the Client has otherwise announced to the Publisher in writing at the latest at the time of delivery of the Material to Publisher, after the first publication of the Material the Publisher has the right to transfer the Material to its chosen storage platform and use it in its training and study presentations, as well as in its own internet and extranet sites. The Publisher does not have the right to use the Material for commercial purposes in other media.

The Publisher gives the Client the below described rights to use the Material which the Publisher has prepared for the Client. The Publisher has the right of ownership and copyright to the Material it prepares for the Client, such as the original copy of the advertisement, and the Client is not entitled to transfer the rights it has been given by the Publisher to a third party or otherwise make use of the Material prepared by the Publisher in similar products or services of third parties without written consent from the Publisher. The Client has the right to publish the Material prepared by the Publisher to the Client in Alma’s Media, the social media channels of the Client and the Client’s own websites. Unless otherwise agreed, the Client does not have the right to publish the Material prepared by the Publisher to the Client in other commercial channels. In order to be allowed to publish the Material elsewhere for marketing purposes, the Publisher’s prior consent is required and +50 % will be added to the production price.

The Client can have for its use any picture or video which has been produced or taken by the Publisher and published in connection with an article for the above described purpose of use. Non-published pictures taken or produced by the Publisher are subject to a fee and if the Client wants to have a right to use them, it should be agreed before the shooting. If an image library picture has been used in the Material, the Publisher has no right to forward its rights and the picture cannot be used elsewhere than in the Publisher’s Media.  

15. Liability for the content of advertisements

The Client is responsible for ensuring that the Material submitted to the Publisher is not in conflict with current laws, regulations issued by the authorities and self-regulatory advertising bodies, instructions provided by the Publisher, these terms and conditions, other terms and conditions of agreement or good practice. The Client commits to taking account of restrictions concerning, among other aspects, advertising targeted at children and young people aged under 18 and advertising concerning the following products: alcohol, tobacco, gambling, pharmaceuticals, counterfeit products and pirated products. Without liability for compensation, the Publisher is entitled to refuse to publish an advertisement if the Publisher deems the advertisement to be in conflict with the requirements mentioned above.

The Client is responsible for securing the rights of ownership and/or the rights of the use of the Material it delivers and for ensuring that the Material can be published without compromising the copyright, patent or other intellectual rights or other rights of anyone. The Client is responsible for obtaining all of the rights mentioned above and for any cost arising from using the rights (including Teosto fees). The Client is responsible for any damage incurred by third parties and any claims based on such damage with regard to compromised or missing copyright, patent and other intellectual property rights and other rights related to the Material it has delivered. The Publisher must inform the Client about any such claims, and thereafter the Client will be solely responsible for responding to such claims and bearing their consequences. 

The Client is responsible for ensuring that the Material submitted by the Client or the systems or advertising tags used by the Client will not cause technical damage or interruptions for the network, Alma, other clients or the users of the Media. The Client is liable for compensation for any damage caused by the Material it delivers, its systems or advertising tags. The Publisher has the right undertake necessary actions and use necessary tools in order to make sure that the Material corresponds to the instructions on the Material and does not include prohibited content or functionalities.

What is stated in this section about the Client’s liability concerning Material delivered by the Client, also applies to Material prepared by the Publisher to the Client if the Client has used the Material against these terms and conditions.

The Publisher is not liable towards the Client or any third party for any cost or damage that the Client or a third party incurs due to a violation of the terms and conditions specified in this section.

16. Publisher’s rights

The Publisher reserves the right not to approve a campaign if the Client, Material or campaign fails to meet the terms and conditions for the advertising space. The Media may have certain client-specific restrictions.

The Publisher has the right to make changes to its range of services, content, operations and descriptions. The Client will not be entitled to compensation on the grounds described here.

17. Competing advertisements in Media

The Publisher is entitled to place advertisements by competing companies in the same section of the Medium without prior announcement. Due to the confidentiality of customer relationships and the limited number of advertising spaces, the Publisher cannot provide advance information about competitors’ campaigns. Clients will not be refunded for any overlapping campaigns.

18. Terms and conditions applicable to the processing of personal data

With regard to the users of the Media, their privacy and user experience are of primary importance to Alma. In this and other respects, the Client is responsible for the systems it uses and for the operations of its representatives and subcontractors in the same manner as it is responsible for its own operations. The Client must ensure that its cooperation partners are aware of and comply with the restrictions mentioned in these terms and conditions.

The parties undertake to comply with national and EU legislation applicable from time to time to the processing of personal data and privacy protection (the “Data Protection Laws”), such as the EU General Data Protection Regulation (EU) 2016/679, in all their co-operation when processing personal data in connection with an advertisement or a target site of the advertisement, as well as when using different technologies to target advertisements. The parties also undertake to follow any self-regulatory principles of IAB Europe in force from time to time and to complete necessary actions in order to fulfil the principles. The Publisher will ask for a consent from the users of its Media 1) for the use of cookies and other similar technologies and also, if feasible, for the cookies of advertisement systems used by the Client, as well as 2) for the purposes of use accepted by the Publisher.  

18.1. The processing of personal data on behalf of the other party

Unless expressly otherwise agreed, these terms and conditions set out in this section 18.1 shall apply to any and all agreements between the Client and Alma, to the extent such agreements pertain to: i) processing of personal data by Alma on behalf of the Client, who acts as the data controller; or ii) processing of personal data by the Client on behalf of Alma, who acts as the data controller. Data controller is the party who determines the purposes and means of processing of personal data. Data processor is the party that processes personal data on behalf of the data controller. Depending on the nature of co-operation, a party may simultaneously be data controller with respect to certain personal data and processor with respect to certain data.

The object, nature and purpose of processing of personal data, as well as types of personal data and categories of data subjects, shall be described in an agreement between the parties, or in written instructions issued by the data controller prior to the processing of personal data is initiated. Unless otherwise agreed, the purpose of processing with respect to digital advertising is to target the advertising in the Alma’s Media. In case the Client and the Publisher have agreed that the Publisher will model personal data delivered by the Client with the help of certain personal data controlled by the Publisher, the purpose of the processing is modelling of personal data. The period of processing is limited to the storage period required for the agreed campaign or data modelling.

The identity of the controller is defined based on the origin of the personal data. To the extent the data categories used for targeting or delivered to the Publisher for modelling comprise of data pertaining to use of the Client’s websites or information from the Client’s customer or marketing register (including group identifiers delivered by the Client), the Client acts as the data controller. In such situation the categories of data subjects are users of the Client’s websites, customers and potential customers. Alma acts as the data controller to the extent the data concerns use of Alma’s websites (including information related to advertisement impressions) or data is from Alma’s customer or marketing registers, including advertisement target groups formed on the basis them. In such situation the category of data subjects is formed by the users of Alma’s websites, customers and potential customers. In addition, it is possible to use data from third parties in advertising. In such cases such party whose advertising benefits from the data shall be responsible for the compliance of the third party data and the related contracts.

The Client does not have the right to use fingerprinting or other similar tracking technologies when advertising in Alma’s network. The data processor has no right to use cookies or other similar technologies to collect data from the data controller’s media concerning media, their users or users’ terminal devices for any purpose (including but not limited to intention to determine users’ interests or targeting digital advertising at their terminal devices outside the agreed campaign) without prior written consent from the data controller. Data collected from Alma’s Media shall not be used for targeting of advertising outside Alma’s Media unless there is a separate agreement where the Publisher and the Client have agreed on such processing and the compensation for that. However, the Client is entitled to use cookies and other similar technologies to measure the results of its campaign (advertising displays, reach and conversion). Even in such cases, the Client is not entitled to disclose the data collected from the campaign to third parties, such as ad exchange service providers, or combine the data with any other data. The Publisher has the right to audit cookie practices in the Media belonging to its network. If it appears based on the audit that the Client (or its partner and/or other third party authorized by the Client) is acting against these terms and conditions, the Publisher will notify the Client thereof and the Client must correct its practices immediately. In addition, if these terms and conditions have been breached, the Publisher has the right to discontinue the campaign in connection with which the breach has taken place and any other of the Client’s campaigns in any Medium with immediate effect and to terminate all agreements between the Client and Publishers of Alma Group with no liability for compensation.

The data controller has the responsibility for having legal grounds for processing the collected personal data in question and for having the right to transfer the personal data for the data processor for processing. In case the Publisher and the Client have agreed on the data modelling of personal data delivered by the Client, the Client is responsible for the lawfulness of the data combination as required by the data modelling (the Client shall, inter alia, inform the data subject about the processing and/or ask for their consent in accordance with the Data Protection Laws. The data controller is also responsible for complying with the obligations set out in the Data Protection Laws for the data controller and that the written instructions given by the data controller to the data processors are compliant with the Data Protection Laws.

The data processor undertakes to:

• process the data subjects’ personal data received from the data controller only on behalf of the data controller and in compliance with Data Protection Laws applicable from time to time;
• process the data subjects’ personal data received from the data controller only in compliance with the written instructions issued by the data controller on the basis of the Data Protection Laws. Unless otherwise agreed, these terms and conditions comprise the only written instructions to be issued to the data processor;
• inform the data controller without any undue delay if the data processor considers the written instructions issued by the data controller to breach any of the Data Protection Laws;
• make sure that the persons who process personal data are bound by confidentiality obligation;
• execute technical, physical and organizational measures that ensure the high security level for the personal data and that protect the personal data from unauthorized or illegal processing and unintentional losses, destruction, damage, alteration or transfer, including all the measures mentioned in article 32 of the EU data protection regulation;
• taking into consideration the nature of the data to be processed, help the data controller to comply with the obligations of the data controller to respond to requests that pertain to the use of rights of the data subjects under the Data Protection Laws, for example by providing personal data of the data subject to the data controller in machine readable format, if so requested;
• assist the data controller in ensuring that the obligations set out to the data controller in the Data Protection Laws are complied with;
• delete all personal data received from data controller after the purpose of processing has been fulfilled, except for and to the extent that compelling national or EU legislation applicable to the data processor requires to store the personal data. With respect to back-up copies the parties acknowledge that the data will be deleted when newer back-up copies are recorded on top of the older copies;
• inform the data controller without any undue delay after becoming aware of data security breach concerning personal data;
• make available to the data controller the information that is required for evidencing compliance with the obligations set out in the Data Protection Laws; and
• allow the data controller or auditor authorized by the data controller to make audits and to participate in such audits;
• inform the data controller on any information requests concerning data processing from the authorities, unless such informing is prohibited by compelling legislation.

The data controller hereby provides the data processor a general advance permission to use the services of another data processor. The data processor shall be responsible for the work of the subcontractors it uses as for its own conduct. The data controller shall have the right to oppose the use of certain subcontractor, in which situation the data processor shall adopt commercially reasonable measures to replace the subcontractor with another subcontractor. If the aforementioned change cannot be made, the parties shall have a right to terminate the co-operation with no compensation duty. The termination of agreement does not release the Client from payment obligation for actions adopted prior to termination.

The data controller accepts that the adoption of the agreed actions may require transfer of personal data outside the EU/EEC area. The data processor undertakes to ensure that the transfer outside the EU/EEC are is conducted by using transfer mechanisms that are legal and described in the Data Protection Laws. The data controller authorizes the data processor to sign the EU model contract clauses about the transfer of personal data on its behalf with its subcontractors.

If a party violates the terms and conditions mentioned here, the other party has the right to discontinue the campaign in which the violations have taken place and any other of the Client’s campaigns in any Medium with immediate effect and to terminate all agreements between the Client and Publishers of Alma Group with no liability for compensation. If the termination is caused by the Client, the Client must pay the full price for the campaign.

Each party shall be liable for the direct damages (including also administrative fines issued by authorities, damages paid for the data subjects and reasonable attorney fees), that result directly from the respective party having processed personal data in breach of these terms or obligations set out in the Data Protection Laws. Neither party shall be liable for loss of profit or for any other indirect damages.

The Client agrees to remove retargeting advertising tags referring to Alma’s websites, if such tags have been used in its campaigns, once the campaign has ended. If the removal of the advertising tags is delayed for a reason attributable to the Client, the Client must pay the Publisher EUR 10,000 in compensation for the delay for each week that begins during the delay.

The terms and conditions of this section 18.1 shall be valid as long as the data processor processes personal data of the data subjects on behalf of the data controller.

18.2 Disclosure of target groups or modelling data from the Publisher to the Client

This section 18.2 sets out the terms of the disclosure of personal data controlled by the Publisher for the purposes of certain campaigns of the Client or other processing purposes. The terms of this section 18.2 will always apply when the Client specifically purchases target groups or modelling data from Alma either directly or through programmatic advertising. The contract of the disclosure of target groups or modelling data will be formed when the Client makes a purchase either directly or through its system used for media buying (DSP). To the extent that the co-operation requires disclosure of personal data from the Publisher to the Client, each party is an independent data controller and is separately responsible for the lawfulness of its operations and the existence of legal ground for the processing.

Data used in the campaign: The publisher gives to the Client, i.e. the advertiser or a media or advertising agency or other co-operation party carrying out the advertiser’s media buying, an access to target groups or modelling data which concerns the users of digital services of the Publisher. A target group, in other words a segment, describes a group which is assessed to be formed by users with certain interest areas. The users are separated with an ID which can be linked to an individual or a device or a browser used by such an individual. The ID cannot be linked to a specific person as such. Information given by the user and/or sociodemographic information created statistically through data modelling can be combined with an ID, together with behavioral data from the Publisher’ digital services. In the data modelling the Publisher uses its own data to create audiences which are equivalent with the Client’s personal data groups and then the Publisher offers these audiences to the Client to be used in advertising. Hereafter a term “Alma Data” is used for such target groups and modelled data.

Purpose of processing: The Client, i.e. the advertiser or a media or advertising agency or other partner carrying out the media buying of the advertiser, can use Alma Data in order to combine the ID’s related to Alma Data target groups or modelled Alma Data with the advertiser’s data, such as ID’s of the visitors of the advertiser’s websites, in order to target advertising to specific users within the Publisher’s network or other digital services through its media buying systems. Alma Data can be used for targeted advertising in other networks only when it has been agreed upon specifically. Alma Data cannot be stored in other systems, such as the customer register of the advertiser. Alma Data cannot be used for other purposes (for example further modelling) or disclosed further.

The duration of the processing: A campaign or other agreed processing will be carried out during a time period which is agreed separately. Alma Data used in a campaign or other agreed processing must be deleted immediately after the fulfilment of the agreed purpose of processing.    

Other terms: The parties also agreed that:

– The Publisher undertakes to inform the data subjects and to ask for a consent in the Publisher’s Media for the use of cookies and other similar technologies, also for the cookies used by the advertising systems used by the Client, if possible, and a consent for the sharing of target groups and modelled data without mentioning the identity of the Client;

– The Publisher undertakes to inform the data subjects in its privacy description about sharing the target groups and modelled data with certain kind of buyer groups in general level without mentioning the identity of the Client;

– The Client will take care of informing the data subjects in accordance with the requirements of the Data Protection Laws; and

– The Client will process data only for lawful purposes, in accordance with this section and to the extent what is necessary.

If the Publisher agrees on the disclosure of target group directly with the advertiser, the advertiser takes care that any media or advertising agency acting on its behalf or other third party carrying out its media buying is aware of the terms and restrictions related to the use of Alma Data stated herein. The advertiser will enter into a separate agreement on the processing of personal data with the media or advertising agency or other third party carrying out its media buying, and requires that such partner uses Alma Data only for the purposes described herein.

If the Publisher agrees on the disclosure of the target group with a media or advertising agency acting on the advertiser’s behalf or other partner carrying out the advertiser’s media buying, such partner shall take care of the advertiser becoming aware of the terms and restrictions related to the use of Alma Data stated herein. A media or advertising agency or other partner carrying out media buying does not get any own rights to Alma Data.

19. Storage of campaign results

The results of campaigns (including mobile and video campaigns) and information on the advertisements seen and clicked by the user in Media are stored in systems used by Alma in online advertising. Alma is entitled to use the results and information for its operational development, marketing and sales.

20. Complaints and liability for errors

The Publisher has the right to temporarily discontinue an electronic service for maintenance purposes or a similar reason. The Publisher will not be liable for any damage caused by interruptions in service.

The Publisher will not be liable for errors in digital or other Material submitted by the Client or for errors arising from the transfer of such Material.

The Publisher will be liable for errors and delays only with regard to error-free Material submitted in accordance with the schedule for materials. The maximum liability of the Publisher for not publishing an approved advertisement, a delay in publishing or an error during publishing is limited to the price of the advertisement. Minor deviations from the advertising copy, draft or desired printing quality are not considered to be errors. The Publisher’s liability for Material submitted to other newspapers or magazines is limited to its production value.

Under no circumstances will the Publisher be liable for any indirect damages incurred by the Client or third parties. The total liability of the Publisher for any damage caused to the Client is always limited to the price of purchased campaign (or other form of co-operation).

Complaints concerning erroneous advertisements must be filed no later than eight (8) days after the advertisement is published in a newspaper or magazine or after the end of an electronic campaign. Complaints regarding invoicing errors must be filed within eight (8) days of the invoicing date. Other claims for damages must be made within 3 months from the date when the Client became or should have become aware of the damage.

21. Force majeure

Advertisements are displayed subject to force majeure, meaning that the Publisher will not be liable for damage caused by any unpredictable factors, such as strikes, technical problems, delays caused by subcontractors and other similar developments that are beyond the Publisher’s reasonable control and independent of the Publisher.

22. Confidentiality

The terms and conditions for cooperation other than those published by the Publisher, including prices deviating from the general price list and the discount rates applied, will be confidential over the duration of the agreement and for two (2) years beyond the end of the agreement period. The parties must not disclose information about the content of the agreement to third parties. The parties also undertake to keep confidential all information received from the other party, to the extent such information is marked as confidential or that should be understood to be confidential due to their nature (including personal data received from the other party).

The confidentiality obligation shall not, however, apply to such information that was

(a) in the possession of the receiving party, without any confidentiality obligations, prior to receipt of the information from the other party;

(b) generally available or otherwise public, provided that the information has not become public as a result of a breach of these terms by the receiving party;

(c) received from a third party without confidentiality obligations applicable to such information;

(d) independently developed without using the information or materials received from the other party; or

(e) disclosed due to law, regulation or other authority or legal order.

23. Validity of terms and conditions

If any of the aspects included in these terms and conditions is deemed invalid by means of a legally valid decision, such an aspect will not otherwise affect these terms and conditions, and the term that has been deemed invalid will be replaced with the valid term that is the closest to the purpose of these terms and conditions.

24. Transfer of agreement and advertising space

The Publisher is entitled to transfer the agreement and the related rights and obligations to another company within Alma Group or, in conjunction with a sale of business or other business transaction, to the company to which the Publisher’s business operations related to the agreement are transferred. Without prior written consent, the Client is not entitled to transfer the agreement or the advertising space it has reserved to a third party.

25. Subcontractors

The Publisher has the right to use its chosen subcontractors. The Publisher is responsible for the work of its subcontractors as for its own, unless a subcontractor is a partner or a subcontractor chosen by the Client (for example an agency, a printing house, a photographer, a web producer etc.).

26. Validity of the agreement

A one-off advertising agreement will end without termination once the service has been provided.

Fixed-term agreements will remain in force for the specified period of time and end without notice on the last day of the agreement period. However, regardless of their specified period, annual agreements may be terminated by either party with three (3) months’ notice in writing at any given time during the agreement period, in which case the final discount rate will be determined in accordance with the accumulated agreement total.

Agreements with an indefinite period of validity may be terminated by either party by written notice, in which case the agreement will be terminated three (3) months from the date of giving notice.

27. Termination of agreement

The agreement may be terminated if one of the parties is in material breach of the agreement or fails to meet the terms and conditions of the agreement and fails to rectify the breach within thirty (30) days of receiving notice thereof. The Publisher has the right to terminate the agreement with immediate effect if the Client is in default of payment with regard to a company of Alma Group or is subject to bankruptcy, corporate reorganization or liquidation proceedings or is declared insolvent.

28. Applicable law and dispute resolution

The laws of Finland apply to cooperation between the Publisher and the Client. All disputes and differences of opinion between the Publisher and the Client will be resolved by the District Court of Helsinki.

29. Validity of terms and conditions

These terms and conditions will come into effect on 1 June 2020 and will replace the previous terms and conditions concerning Alma’s media sales. These terms and conditions will be valid until further notice. The Publisher has the right to amend the general terms and conditions for the Media, these terms and conditions for media sales and the medium-specific terms and conditions and practices, as well as prices and the grounds for payment, at any given time. The amended terms and conditions will apply to all agreements made after the announcement of the amended terms and conditions.