January 2025
The Website Owner (the Supplier) shall, in accordance with the Agreement entered into between STEP Network and the Supplier, deliver the Display Service to STEP Network for the term of the Agreement. The Website Owner shall maintain the availability of the Website and the Advertisements at the gateway between the internet and the Website Owner's network for the Website.
For the avoidance of doubt, downtime directly or indirectly caused by any of the following shall not be considered a breach of the Agreement:
The Website Owner warrants that the Website complies with applicable personal data and cookie regulations. STEP Network may on request require documentation thereof.
The Website Owner's delivery of the Display Service takes place on an exclusive basis, and the Website Owner is thus not entitled to enter into an agreement with any third party to make the Website available to a third party. In the event of a breach of the exclusivity provision, a penalty of DKK 50.000 falls due. In addition, STEP Network may claim damages, where STEP Network's loss shall be calculated as the contribution margin the Supplier has obtained by entering into an agreement with a third party thereon.
STEP Network undertakes the ongoing sale of advertisements to STEP Network's customers, including for the purpose of displaying and publishing Advertisements on the Website Owner's Website via the Display Service.
STEP Network's delivery (upload) of Advertisements takes place by further agreement with the Website Owner.
As part of the Website Owner's delivery of the Display Service, and STEP Network's purchase thereof, STEP Network grants the Website Owner the right to publish the Advertisements on the Website.
The Website Owner may also undertake the sale and booking of advertisements sold to third parties, including making use of the booking system designated by STEP Network free of charge. To the extent STEP Network is to handle the booking of the advertisements sold by the Website Owner, STEP Network charges a fee of DKK 400,00 plus VAT for this.
If third parties are used in connection with campaign delivery that are to be hosted by STEP Network, including but not limited to Adnami, Seenthis and the like, the Website Owner will be invoiced the actual costs of these against payouts from STEP Network, where the amount will be offset against the payouts on an ongoing basis.
As part of the Agreement, the Website Owner grants STEP Network access to collect cookies and personal data, including but not limited to IP, ID and browser information, for use for preferences, statistics and marketing purposes. STEP Network will provide technical specifications for this where required, and the Website Owner is obliged to comply with these.
The Website Owner is responsible for complying with current and applicable technical specifications and requirements, instructions and guidelines communicated by STEP Network to the Website Owner, which are necessary for STEP Network to fulfil its obligations under the Agreement.
The Supplier is responsible for complying with current and applicable technical specifications and requirements, instructions and guidelines communicated by STEP Network to the Supplier.
The Content Provider (the Supplier) produces Content and uploads it to SNVS, after which it may be used by STEP Network and Publishers, who republish it as shared/syndicated Content on their Media Platforms.
STEP Network has a non-exclusive license to Content made available by the Content Provider in SNVS and may therefore:
STEP Network's license under the above is limited to the Territory and applies for the entire term of the agreement, or until the Content Provider removes the relevant Content from SNVS, whichever event occurs first.
When the Content Provider makes Content available in SNVS, the Content Provider is entitled to:
It is the Content Provider's own responsibility to add the aforementioned restrictions when Content is made available in SNVS. STEP Network will, to a reasonable extent – yet without liability towards the Content Provider – ensure that the restrictions added by the Content Provider are implemented in SNVS.
The Content Provider is responsible for all Content that the Content Provider has made available in SNVS. STEP Network can therefore not be held liable for it.
The Content Provider warrants and guarantees on a strict liability basis that:
STEP Network may, but is not obliged to, review Content.
STEP Network is entitled at any given time, without notice and without having to state a specific reason, to remove or block access to Content, including if STEP Network unilaterally assesses that specific Content is contrary to STEP's interests, does not comply with the parties' agreement, is contrary to applicable law, infringes third-party rights or may be offensive.
The Content Provider accepts that Content which the Content Provider has made available in SNVS will be combined with Content Advertisements and other promotional text, images and information displayed before, between or after Syndicated Content when it is published by Publishers on their platforms. The Publisher has the right to demand that specific advertisers be removed from the platform.
STEP Network owns all material prepared on the basis of SNVS and Syndicated Content published on Publishers' Media Platforms. The rights to Syndicated Content belong to STEP Network, and the Content Provider may not copy, reproduce, store, distribute, publish, export, adapt, edit or translate Syndicated Content prepared using the Content Provider's Content without the consent of STEP Network.
STEP Network is entitled to use the Content Provider's name and logo in connection with the marketing and promotion of SNVS, including naming and highlighting the Content Provider as a partner and user of SNVS.
The Content Provider is responsible for complying with current and applicable technical specifications and requirements, instructions and guidelines communicated by STEP Network to the Content Provider, which are necessary for the Content Provider's use of SNVS.
Settlement of the Content Provider's remuneration for Content delivered by the Content Provider to STEP Network takes place on the basis of a split of the Content Payment between STEP Network, the Content Provider and the Publisher.
The cost for the Publisher is calculated as GB consumption at DKK 0,5 ex VAT per GB and is attributable to the Publisher using the content. This cost is deducted from any payout to the Publisher, cf. the distribution key below.
The Content amount thus calculated, excl. VAT, is distributed between STEP Network, the Content Provider and the relevant Publisher as follows.
If the total costs of the platform exceed the Publisher's revenue in a given month, this amount is subsequently invoiced to the Publisher.
The Content Provider is not entitled to any other payment for the Content that the Content Provider uploads to SNVS.
To the extent the Content Provider and the Publisher are one and the same, and the Publisher thus uses its own Content through STEP Network's SNVS, 70% of the revenue accrues to the Publisher.
If the Content Provider does not wish to receive its share of the Content Payment for a given period, the Content Provider may notify STEP Network thereof, whereby the Content Provider definitively waives the right to its share of the Content Payment. The Content Provider may at any given time request in writing that STEP Network resume payment of the Content Provider's share of the Content Payment, in which case this will take effect from the following month.
If the live streaming function in SNVS is used, this is invoiced separately at DKK 25 ex VAT per hour. If Double Source is used, DKK 25 ex VAT per source per hour is invoiced.
STEP Network reserves the right to change prices and remuneration, including the distribution thereof, with 4 weeks' notice. This is due to the volatile market, where prices and terms change dynamically.
STEP Network reserves the right to set special prices for content made available in SNVS.
Access to STEP Network's OTT universe is subject to a fixed monthly price of DKK 5.000,- ex VAT. In addition, livestreaming and data consumption are settled as set out above.
SNVS uses a leading Content Delivery Network (CDN), indicating a priority on performance and stability. SNVS' goal is to achieve 100% Service Availability for all customers. If SNVS' service availability is less than 100%, SN will issue a credit to the customer in accordance with the following schedule, where the credit is calculated on the basis of the 3-month bandwidth consumption for the affected services:
| Service availability | Credit percentage |
|---|---|
| 99.9% to 100% | 0% |
| 98% to 99,8% | 10% |
| 95% to 97,9% | 25% |
| 90% to 94,9% | 50% |
| 89,9% or below | 100% |
Exceptions from credit:
The Content Provider will not receive credit for deficiencies in service availability caused by or associated with:
STEP Network is entitled to assign its rights and obligations under the Agreement to group-affiliated companies.
STEP Network is entitled to use subcontractors in connection with the delivery of obligations under the Parties' Agreement.
The Supplier warrants to STEP Network that:
In the event of breach by a Party, the Party in breach shall compensate the other Party's loss in accordance with the general rules of Danish law.
The Agreement enters into force on the Effective Date. Terms regarding the expiry and termination of the Agreement are set out in the Agreement.
Upon termination of a Video Syndicate Service agreement, it is the Content Provider's own responsibility to remove Content from SNVS and thereby make it unavailable to STEP Network or Publishers upon the expiry of the Agreement, regardless of the reason for such expiry. The Content Provider therefore bears all costs associated with this.
Each Party is responsible for compliance with the relevant personal data legislation in force at any time.
As part of entering into the Agreement, the Parties have signed a data processing agreement.
The Parties are obliged to maintain confidentiality regarding (i) the terms of the Agreement and (ii) all information regarding the other Party received in the course of the negotiations on the conclusion and performance of the Agreement.
However, the Parties are entitled to disclose such information to relevant third parties where (i) it is required by a competent authority or court or under applicable law, including for the preparation of customary financial statements intended for publication, (ii) disclosure is made to legal or financial advisers or banks subject to an obligation to keep such information confidential, (iii) the information has become publicly available other than as a result of a Party's breach of this clause 9, or (iv) the other Party has approved such disclosure in writing.
Notwithstanding the above, STEP Network is entitled to use the Website Owner's and the Content Provider's name, logo and description of the Website and Content for promotional purposes towards STEP Network's customers.
The Agreement is governed by and shall be construed in accordance with Danish law.
The Parties shall seek to resolve disputes in connection with the Agreement amicably, including disputes concerning the existence or validity of the Agreement, no later than 14 days from one Party's receipt of notice from the other Party containing a detailed description of the dispute.
Any dispute in connection with the Agreement, including disputes concerning the existence or validity of the Agreement, which cannot be settled amicably between the Parties, shall be settled by the Danish Institute of Arbitration. The Danish Institute of Arbitration shall apply the rules in force at the commencement of the arbitration proceedings.
Each Party shall appoint 1 arbitrator. The Danish Institute of Arbitration shall appoint a further 1 arbitrator, who shall be the chair of the arbitral tribunal. If a Party has not appointed an arbitrator within 30 Banking Days after the Party has filed a request for arbitration or received Notice thereof, the Danish Institute of Arbitration shall also appoint that arbitrator.
The arbitration shall take place in Odense.
Neither Party is entitled to disclose confidential information about the arbitration to third parties, including information about any decision or award rendered by the Danish Institute of Arbitration, unless the other Party has approved the disclosure of such information in writing in each individual case. However, a Party is entitled to disclose information about the arbitration to third parties where such disclosure is made in order to best protect the Party's interests vis-à-vis the other Party, or to comply with applicable law or decisions of public authorities.
To the extent STEP Network so wishes, it may decide that a dispute shall be resolved by the ordinary courts at STEP Network's home venue as an alternative to the arbitration proceedings described above.
Terms of Sale and Delivery effective as of 01-01-2025.