Advertiser Agreement

(1) Sabiedrība ar ierobežotu atbildību “Lasso.lv”, registration number 40103439557, legal address Buldurpungas iela 4, Rīga, LV-1024, Latvia, e-mail for notices [email protected], represented by [Blank], board member, acting on the basis of the Articles of Association (the “Operator”); and

(2) the Advertiser — the person identified in the Platform account through which this Agreement is accepted, by the name, registration number or personal identity number, address, e-mail address and representative recorded in that account at the time of acceptance (the “Advertiser”),

each a “Party” and together the “Parties”.

Recitals

A. The Operator operates the online marketplace advertise.lv (the “Platform”), through which owners and managers of advertising space (“Hosts”) list Ad Space and advertisers find and book it.

B. The Advertiser wishes to book Ad Space through the Platform.

C. This Agreement governs the Advertiser’s use of the Platform, the terms on which Bookings are made, and the Advertiser’s obligations in relation to Creative. The Booking itself is a contract between the Advertiser and the Host.

1. Definitions

1.1 Terms defined in the Platform Terms of Service have the same meaning here. In addition:

“Agency” means a media agency, buying agency or other intermediary acting for the Advertiser.

“Booking” means a contract for the use of Ad Space concluded between the Advertiser and a Host through the Platform, on the terms of the Order Form.

“Creative” means the advertising material the Advertiser supplies for display — including video files, static images, text and any accompanying assets.

“Creative Deadline” means 3 working days before the In-Charge Date, or such other date stated on the Order Form.

“Make-Good Policy” means the Service Availability and Make-Good Policy published on the Platform.

“Order Form” means the booking confirmation document issued through the Platform recording the terms of a Booking.

“Order Value” means the total price of a Booking, excluding VAT, as stated on the Order Form. The Order Value is the Booking Value for the purposes of the Platform Terms.

2. What the Operator does and does not do

2.1 The Operator is an intermediary. The Booking is a contract between the Advertiser and the Host. The Operator is not a party to it, does not sell the Ad Space of third-party Hosts as principal, and is not liable for the Host’s performance — except where the Operator is itself the Host of the Ad Space booked, in which case it contracts as principal and this Agreement applies to it in that capacity as well.

2.2 The Operator charges the Advertiser no fee for using the Platform. Its remuneration is the commission it charges the Host.

2.3 The Operator does not hold Booking payments made to a third-party Host. The Advertiser pays that Host directly, or through a licensed payment service provider engaged for that purpose. Where the Operator is itself the Host of the Ad Space booked, the Advertiser pays the Operator.

3. The Advertiser’s status and identification

3.1 The Advertiser confirms that it is acting for purposes relating to its trade, business, craft or profession. Clause 15 applies if it is not.

3.2 Before any Creative is accepted for display, the Advertiser must give the Operator:

• if a legal person — its name (firma), registration number and legal address;
• if a natural person — given name, surname and personal identity number (personas kods).

This is required by Section 12(5) of the Advertising Law of the Republic of Latvia. The Operator will not accept Creative without it. The Operator holds this information securely, does not publish it, does not give it to Hosts, and provides it only to authorities entitled by law to request it.

3.3 Agencies. Where a Booking is placed by an Agency:

• the Agency contracts as principal and is liable for the full Order Value, unless the Operator agrees in writing before the Booking that the Agency acts as agent;
• where the Operator does so agree, the Agency must name the Advertiser on the Order Form and produce written confirmation of its authority, and the Advertiser and the Agency are jointly and severally liable for all amounts due;
• in either case the named Advertiser is liable for breach of clauses 5 and 6, whether or not it has paid the Agency.

3.4 The Advertiser will tell the Operator without delay if it becomes insolvent, enters legal protection proceedings or ceases to trade.

4. Booking

4.1 A listing is an invitation to treat. The Advertiser submits a booking request; a Booking is concluded when the Host accepts it and the Platform issues the Order Form.

4.2 The Order Form records the Screens booked, the Flight, the Spot length, the SOV and its basis, the guaranteed Plays, the price and the payment terms. It incorporates this Agreement, the Advertising Content Policy and the Make-Good Policy. Where the Order Form conflicts with this Agreement on a commercial term specific to that Booking, the Order Form prevails.

4.3 Acceptance. A Booking is also accepted, and the Order Form binding, if the Creative is displayed under it — whichever happens first.

4.4 Audience figures are estimates. Any audience, footfall, impression or reach figure shown on the Platform, in a proposal or on the Order Form is an estimate based on the methodology stated alongside it. It is not a guaranteed deliverable, it is not a term of the Booking, and a shortfall against it is not a ground for any claim, credit or Make-Good. The contractual deliverables are the Plays, the SOV and the Flight stated on the Order Form.

5. Creative

5.1 The Advertiser will deliver Creative meeting the published technical specification by the Creative Deadline.

5.2 Late Creative does not move the Flight and does not reduce the fee. Charging runs from the In-Charge Date whether or not Creative has been delivered. Where Creative is delivered after the Creative Deadline the Operator may, at its discretion, load it late (and may charge the published rush fee), or treat the Booking as cancelled at 100 % of the Order Value under clause 8.

5.3 The Advertiser may replace Creative once during a Flight free of charge, on 2 working days’ notice. Further changes are subject to the published change fee.

5.4 Content warranties. The Advertiser warrants that each item of Creative:

• complies with the Advertising Content Policy and with all applicable law, including the Advertising Law, the Unfair Commercial Practices Prohibition Law, the Official Language Law and any category-specific rules;
• is truthful, objective and not misleading, and can be substantiated;
• does not infringe any third-party intellectual property, personality or privacy right;
• where it shows or names an identifiable person, is used with that person’s consent; and
• is not political advertising within the meaning of Regulation (EU) 2024/900 or pre-election campaign material within the meaning of the Pre-election Campaigning Law.

5.5 The Advertiser grants the Operator and the Host a non-exclusive, royalty-free licence to store, reproduce, adapt for format and display the Creative for the purposes of the Booking, and to reproduce a still image of it for delivery reporting and for the Operator’s own portfolio and case studies (the last of these only with the Advertiser’s consent, not to be unreasonably withheld).

5.6 The Operator may review, refuse or stop displaying Creative in accordance with the Advertising Content Policy and clause 6 of the Platform Terms of Service. Refusal on those grounds does not reduce the Order Value or entitle the Advertiser to a refund, unless the refusal was not justified.

5.7 The Host may exercise a limited veto over Creative under its own agreement. Where a Host validly vetoes Creative, the Operator will tell the Advertiser and will offer either a substitute Screen of approximately equal value or a pro-rata credit for the affected Screen. Clause 4.4(d) of the Service Availability and Make-Good Policy does not exclude that remedy.

6. The Advertiser’s other obligations

6.1 The Advertiser will not, and will procure that its Agency does not, deal directly with a Host introduced through the Platform outside the Platform, as set out in the Anti-Circumvention Agreement, which applies to the Advertiser and forms part of this Agreement.

6.2 The Advertiser will not include contact details or invitations to deal off-Platform in booking requests or messages before a Booking is confirmed.

6.3 The Advertiser will not use the Platform to collect Host data for any purpose other than making and performing Bookings.

7. Price, invoicing and payment

7.1 The Order Value is stated on the Order Form, excluding VAT.

7.2 Payment terms. Unless the Order Form states otherwise:

• for a first Booking, or where the Advertiser’s credit is unrated or impaired, 100 % is payable in advance of the In-Charge Date;
• otherwise, the Order Value is payable within 14 days of the invoice date;
• the Booking is invoiced by whichever of the Host or the Operator is identified on the Order Form as invoicing it. Where a third-party Host owns the Ad Space, the Host invoices; where the Operator is itself the Host, the Operator invoices.

7.3 Statutory late-payment interest and statutory recovery compensation apply from the due date. The Host may suspend display, and the Operator may suspend the Advertiser’s account, while an amount is overdue.

7.4 Invoicing long-stop. The right to payment for a Booking is waived if no invoice is issued within 180 days of the end of the Flight.

7.5 Production, design, installation and rush charges are additional and are stated on the Order Form.

8. Cancellation and changes by the Advertiser

8.1 The Advertiser may cancel a Booking by written notice through the Platform. A cancellation charge is payable, calculated on the Order Value by reference to the notice given before the In-Charge Date:

8.2 A minimum cancellation charge of EUR 50 applies to any cancelled Booking, to cover set-up costs.

8.3 A request to move a Flight is treated as a cancellation and a new Booking, unless the Operator and the Host agree otherwise in writing.

8.4 Cancellation charges are payable to the Host. The Platform Fee remains payable by the Host on the cancellation charge.

8.5 Seasonal restriction: none at present. Where a period is stated, Bookings covering it may not be cancelled and 100 % of the Order Value is payable.

9. Delivery, shortfall and Make-Good

9.1 The Make-Good Policy governs what happens if delivery falls short. In summary, and without limiting it: the party providing the Ad Space commits that at least 95 % of contracted Plays will be delivered, measured as an average across all booked Screens over the whole Flight; a fault must be notified and a 48-hour cure window allowed before any remedy is owed; and the remedies, in order, are additional Plays, a Flight extension, a substitute Screen of approximately equal value, a pro-rata credit and — only for prepayments and only as a last resort — a refund. The Operator administers that process in every case, and performs it itself where it is the Host.

9.2 The play log generated by the Operator’s content management system is the sole contractual evidence of delivery. Photographs and audience estimates are provided as information only.

9.3 Any dispute about delivery must be raised within 30 days of the end-of-campaign report. After that, delivery is deemed accepted.

10. Liability

10.1 Nothing excludes or limits liability that cannot lawfully be excluded, including for intentional harm, gross negligence, or death or personal injury caused by negligence.

10.2 Subject to clause 10.1, neither the Operator nor a Host is liable to the Advertiser for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill, or for any failure of a campaign to achieve a commercial result.

10.3 Subject to clause 10.1, the Operator’s total liability in respect of a Booking is limited to the Order Value of that Booking, and its total liability to the Advertiser in any 12-month period is limited to the total Order Values of Bookings made in that period.

10.4 The Advertiser indemnifies the Operator and the Host against claims, losses, fines and reasonable costs arising from the Creative — including any claim by a third party, and any penalty imposed by PTAC, the Health Inspectorate, the State Language Centre or any other authority in respect of the content of the Creative.

11. Force majeure

11.1 Neither Party is liable for failure to perform caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil disorder, industrial action, fire, explosion, state or municipal action, power failure, internet or communications failure, closure of the Venue by order of an authority, and the acts or omissions of the Host or the occupier of the Venue.

11.2 Where such an event prevents display, the Flight is extended by the affected period where practicable; otherwise the Make-Good Policy applies. Amounts are payable pro rata up to the date the event began.

12. Confidentiality

12.1 Each Party will keep the other’s commercial information confidential and use it only for the purposes of this Agreement, for 3 years after termination. The usual exceptions apply for information that is public, already lawfully known, or required to be disclosed by law.

13. Term and termination

13.1 This Agreement begins when signed or accepted electronically and continues while the Advertiser has an account.

13.2 The Operator may restrict, suspend or terminate the Advertiser’s access in accordance with clause 6 of the Platform Terms of Service, with the statement of reasons and notice there.

13.3 Termination does not affect Bookings already confirmed, which must be performed and paid for.

13.4 Clauses 5.4, 6.1, 7, 9.3, 10, 12 and 14 survive termination.

14. General

14.1 Governing law. The law of the Republic of Latvia.

14.2 Disputes. Negotiation within 30 days of a written request; failing which the courts of the Republic of Latvia, with jurisdiction determined by the Operator’s legal address, subject to clause 15.

14.3 Notices. In writing, by e-mail to the addresses stated above, or by registered post to the legal address. E-mail notices are deemed received on the following business day; posted notices on the 7th day after posting. Each Party will notify the other of a change of contact details.

14.4 Transfer to a successor operator. The Operator may transfer this Agreement to a company taking over the Platform, on written notice; the Advertiser consents in advance. The Advertiser may not transfer this Agreement without the Operator’s written consent.

14.5 Amendments. In writing, including electronic acceptance of a new version, with at least 15 days’ notice of changes not in the Advertiser’s favour.

14.6 Electronic acceptance and signatures. This Agreement may be concluded by signature of both Parties, including by qualified electronic signature (eParaksts or equivalent), or by the Advertiser’s acceptance through the Platform by ticking a separate acceptance box after being given the opportunity to read it in full. The Operator’s record of the date, time, version and account identifier is sufficient evidence of conclusion, and the accepted version is made available in a durable form.

14.8 Benefit of the Host. Clauses 5.4, 8.4, 10.2, 10.4 and 11 are agreed for the benefit of the Host as well as the Operator, and the Host may rely on them. The Order Form, which the Host also signs or accepts, records that agreement between the Advertiser and the Host.

14.7 Language. Made in Latvian and English. In case of discrepancy the Latvian text prevails.

15. Advertisers who are consumers

15.1 If the Advertiser is a natural person acting outside a trade, business, craft or profession:

• the mandatory provisions of the Consumer Rights Protection Law prevail over this Agreement to the extent of any conflict;
• the Advertiser receives the pre-contractual information required by Cabinet Regulation No. 255 before completing a Booking;
• the Advertiser has a right to withdraw from the Booking within 14 days of concluding it. Where the Flight begins within that period, the Advertiser will be asked to give express consent to performance beginning before the withdrawal period expires and to acknowledge that the right of withdrawal is lost once the service has been fully performed; where performance has begun but is not complete, the Advertiser pays a proportionate amount for what has been delivered;
• the cancellation charges in clause 8.1 apply only to the extent they reflect the Operator’s or the Host’s actual costs, and the indemnity in clause 10.4 applies only to the extent permitted by consumer law; and
• clause 14.2 does not deprive the Advertiser of protective jurisdiction rules.

15.2 The Advertiser confirms it was able to read this Agreement in full before accepting it.

Annex 1 — Advertising Content Policy (separate document) Annex 2 — Service Availability and Make-Good Policy (separate document) Annex 3 — Anti-Circumvention Agreement (separate document)