0.1 Definitions
Client: any natural and/or legal person with whom Stagemen enters into an agreement or with whom Stagemen is negotiating an agreement.
Services: all activities for which an assignment has been given or which are performed by Stagemen in any other capacity, as stated in the Offer(s) and Agreement, or any activities that may be useful for the given assignment.
Offer(s): all quotations and price quotations provided by Stagemen to the Client prior to the conclusion of an agreement. Quotations are valid for 14 days. Price quotations are subject to changes due to unforeseen changes in the work.
Agreement: any agreement, regardless of its name, between the Client and Stagemen, any modifications or additions thereto, as well as (legal) actions for the preparation and execution of that agreement.
Parties: Client and Stagemen.
Terms: these general terms and conditions of Stagemen.
0.2 Applicability
2.1 These Terms apply to any Offer and any agreement concluded between the Client and Stagemen.
2.2 General terms and conditions, under any name whatsoever, of the Client or third parties are not applicable and are expressly rejected by Stagemen.
2.3 Deviations from these General Terms and Conditions are only binding if and to the extent that they have been confirmed in writing by Stagemen. Client cannot derive any rights from any agreed deviations from the Terms with regard to future Offers and/or Agreements.
2.4 If one or more provisions in these Terms are null and void or are declared void at any time, the remaining provisions in these Terms shall remain in full force and effect. Stagemen and the Client shall then consult in order to agree on new provisions to replace the null and void provisions, taking into account the purpose and scope of the original provisions as much as possible.
2.5 If there is any ambiguity regarding the interpretation of one or more provisions of these Terms, the interpretation shall be made “in the spirit” of these provisions.
2.6 If a situation arises between the Parties that is not covered by these Terms, that situation shall be assessed in accordance with the spirit of these Terms.
2.7 If Stagemen does not insist on strict compliance with these Terms at all times, this does not mean that the provisions thereof do not apply, or that Stagemen would lose any rights to demand strict compliance with the provisions of these Terms in other cases.
0.3 Offers
3.1 All offers from Stagemen are non-binding unless expressly stated otherwise. The offer is valid for a period of fourteen (14) days from the date of the offer, unless otherwise indicated in the offer.
3.2 Stagemen cannot be bound by offer(s) if the Client can reasonably understand that the offer(s), or any part thereof, contains an obvious mistake or clerical error.
3.3 The prices stated in an offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel and accommodation costs, shipping and administrative costs, unless otherwise indicated.
3.4 If the acceptance (whether or not on minor points) deviates from the offer stated in the offer, Stagemen is not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless Stagemen indicates otherwise.
3.5 A composite quotation does not oblige Stagemen to perform part of the assignment at a corresponding part of the stated price. Offers do not automatically apply to future collaborations.
0.4 Agreement
4.1 The Agreement between Stagemen and the Client is established after the Client accepts the offer made by Stagemen, even if this acceptance deviates from the offer on minor points. However, if the Client’s acceptance deviates from the offer on essential points, the agreement is only established after Stagemen has agreed to these deviations in writing.
4.2 If the Client provides Stagemen with an assignment without a prior offer, Stagemen is only bound by this assignment after confirming it in writing to the Client.
4.3 If a deadline has been agreed upon for the execution of certain work or the delivery of certain goods, it is never a strict deadline. In case of exceeding a deadline, the Client must notify Stagemen in writing of the default. Stagemen must be given a reasonable period to still fulfill the Agreement.
4.4 Stagemen will execute the Agreement to the best of its knowledge and abilities and in accordance with the requirements of good craftsmanship.
4.5 Stagemen has the right to have certain work performed by third parties. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is explicitly excluded.
4.6 If Stagemen or the third parties engaged by Stagemen perform work at the Client’s location or at a location designated by the Client in the context if the Agreement, the Client shall provide the reasonably required facilities free of charge.
4.7 Stagemen is entitled to carry out the Agreement in different phases and to invoice each executed part separately.
4.8 If the Agreement is executed in phases, Stagemen may suspend the execution of those parts that belong to a subsequent phase until the Client has paid the invoices already sent.
4.9 The Client shall ensure that all data indicated by Stagemen as necessary, or which the Client should reasonably understand to be necessary for the execution of the Agreement, are provided to Stagemen in a timely manner. If the necessary data for the execution of the Agreement have not been provided to Stagemen in a timely manner, Stagemen has the right to suspend the execution of the Agreement and/or charge the Client the additional costs resulting from the delay according to the then-current rates. The execution period does not commence until after the Client has made the data available to Stagemen. Stagemen is not liable for any damages, of any nature whatsoever, resulting from Stagemen’s reliance on incorrect and/or incomplete data provided by the Client.
4.10 If, during the execution of the Agreement, it becomes necessary to modify or supplement it in order to ensure proper execution, the Parties will timely and mutually agree on the modification of the Agreement. If the nature, scope, or content of the Agreement is changed, whether at the request or instruction of the Client, the competent authorities, etc., and this results in a qualitative and/or quantitative change, it may have consequences for what was originally agreed upon. In addition, the originally agreed upon amount may be increased or decreased. Stagemen will provide a price quote as much in advance as possible for any changes to the Agreement. A modification of the Agreement may also result in a change to the originally specified execution period. The Client accepts the possibility of a modification to the Agreement, including changes to the price and execution period.
4.11 If the Agreement is changed based on Article 3, section 9 of these General Terms and Conditions, including an amendment, Stagemen is only authorized to proceed with the execution after obtaining approval from the authorized person within Stagemen and after the Client has agreed to the execution, including the specified price and other conditions to be determined at that time.
4.12 If the Client fails to fulfill its obligations towards Stagemen in a proper manner, the Client is liable for all damages directly or indirectly caused to Stagemen as a result thereof.
4.13 If Stagemen agrees with the Client on a fixed fee or a fixed price, Stagemen is nevertheless entitled to increase this fee or price at any time without the Client being entitled to terminate the Agreement on that ground, if the price increase arises from a power or obligation under the law or regulations or is due to an increase in the price of raw materials, wages, etc., or for other reasons that were not reasonably foreseeable at the time of entering into the Agreement.
4.14 If the price increase, other than as a result of a change to the Agreement, exceeds 10% and occurs within three (3) months after the conclusion of the Agreement, only the Client who can invoke title 5 section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the Agreement by means of a written statement, unless Stagemen:
Is still willing to perform the Agreement based on the originally agreed terms;
If the price increase arises from a power or an obligation imposed on Stagemen by law;
If it was agreed that the delivery would take place more than three (3) months after the conclusion of the Agreement.
0.5 Suspension, Termination, and Interim Termination
5.1 Stagemen is authorized to suspend the performance of the obligation or to terminate the Agreement if:
The Client fails to fulfill, not fully, or not timely fulfill the obligations under the Agreement;
After the conclusion of the Agreement, circumstances come to the knowledge of Stagemen that give good cause to fear that the Client will not fulfill the obligation;
If the Client has been requested to provide security for the fulfillment of its obligations under the Agreement upon the conclusion of the Agreement, and this security is lacking or insufficient;
If, due to delay on the part of the Client, it can no longer be demanded from Stagemen to fulfill the Agreement under the originally agreed conditions;
Circumstances arise that are of such a nature that the performance of the Agreement is impossible or if other circumstances arise for which Stagemen cannot be held responsible.
5.2 If the Agreement is terminated, Stagemen’s claims against the Client become immediately due and payable. If Stagemen suspends the performance of the obligations, it retains its rights under the law and the Agreement.
5.3 If Stagemen proceeds with suspension or termination, itis in no way obliged to compensate for any damages or costs incurred thereby.
5.4 If the termination is attributable to the Client, Stagemen is entitled to compensation for the damages, including the costs, directly and indirectly incurred.
5.5 If the Agreement is terminated by Stagemen, Stagemen will, in consultation with the Client, ensure the transfer of any work yet to be performed to third parties, unless the termination is attributable to the Client. If the transfer of the work entails additional costs for Stagemen, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Stagemen indicates otherwise.
5.6 In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment – insofar as the attachment is lifted within three (3) months – of the Client’s assets, debt rescheduling, or any other circumstance that causes the Client to no longer freely dispose of its assets, Stagemen is free to immediately terminate the Agreement with immediate effect or cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification. Stagemen’s claims against the Client become immediately due and payable in that case.
5.7 If the Client terminates the Agreement in whole or in part, the work performed, and the goods ordered or prepared for that purpose, together with any costs of transport, removal, and delivery thereof, and the time reserved for the execution of the Agreement, will be invoiced in full to the Client.
0.6 Force Majeure
6.1 Stagemen is not obliged to fulfill any obligation towards the Client if it is hindered from doing so as a result of circumstances that are not attributable to fault, and for which it is not legally, contractually, or customarily responsible.
6.2 Force majeure, as referred to in the Terms and Conditions, means, in addition to what is understood by it in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Stagemen has no influence but which prevent Stagemen from fulfilling its obligations.
6.3 During the period in which force majeure continues, Stagemen is entitled to suspend the obligations under the Agreement. If this period lasts longer than two (2) months, each Party is entitled to terminate the Agreement without the obligation to compensate the other party for damages.
6.4 Insofar as Stagemen has partially fulfilled its obligations under the Agreement at the time force majeure occurs, and the fulfilled part has independent value, Stagemen is entitled to separately invoice the part that has already been fulfilled.
0.7 Payments
7.1 Payment must always be made within fourteen (14) days from the invoice date, in the manner indicated by Stagemen. Stagemen is entitled to invoice periodically.
7.2 In the event that invoices or other amounts due under the Agreement are not paid within fourteen (14) days after their due date, they will be increased by operation of law and without notice of default with a fixed and non-reducible compensation of 20% of these amounts, with a minimum of €50.00 EUR.
7.3 Stagemen has the right to allocate the payments made by the Client first to the costs, then to the accrued interest, and finally to the principal amount and the current interest. Stagemen may refuse an offer of payment if the Client designates a different order of allocation for the payment. Stagemen may refuse full repayment of the principal amount if the accrued and current interest and collection costs are not also paid.
7.4 The Client is not entitled to offset any amounts owed by him to Stagemen. Objections to the amount of an invoice do not suspend the payment obligation. The Client, who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code), is also not entitled to suspend the payment of an invoice for any other reason.
7.5 If the Client is in default or fails to fulfill its obligations in a timely manner, all reasonable costs incurred to obtain payment out of court will be borne by the Client. The extrajudicial costs will be calculated based on what is customary in Dutch debt collection practice, currently according to the calculation method of the pre-work. However, if Stagemen has incurred higher collection costs that were reasonably necessary, the actually incurred costs are eligible for reimbursement. Any incurred judicial and enforcement costs will also be charged to the Client. The Client is also liable for interest on the incurred collection costs.
0.8 Complaint and Statute of Limitations
8.1 The Client is obligated to examine the delivered goods or services immediately upon their availability or completion. The Client must verify whether the quality and/or quantity of the delivered goods correspond to what was agreed upon and meet the agreed-upon requirements. Any visible defects must be reported to Stagemen in writing within twenty-four (24) hours after delivery. The notification should contain a detailed description of the defect so that Stagemen can respond appropriately. The Client must allow Stagemen the opportunity to investigate the complaint.
8.2 If the Client makes a timely complaint, this does not suspend their payment obligation. In such a case, the Client remains obligated to accept and pay for the remaining ordered goods and any other instructions given to Stagemen.
8.3 If a complaint is made at a later stage, the Client no longer has the right to repair, replacement, or compensation.
8.4 If it is determined that a complaint is unfounded, the costs incurred as a result, including investigation costs, will be fully borne by the Client.
8.5 In deviation from the statutory limitation periods, the limitation period for all claims and defenses against Stagemen and third parties involved by Stagemen in the execution of an Agreement is one (1) month.
0.9 Liability
9.1 If Stagemen is liable, such liability is limited to what is stipulated in this provision.
9.2 Stagemen is not liable for any damages of any kind resulting from relying on incorrect and/or incomplete data provided by or on behalf of the Client.
9.3 If Stagemen is liable for any damages, the liability is limited to a maximum of the invoice value of the assignment or, in any case, limited to the portion of the assignment to which the liability relates.
9.4 Stagemen’s liability is in any case always limited to the amount paid out by its insurer, if applicable.
9.5 Stagemen is only liable for direct damages.
9.6 Direct damages solely refer to the reasonable costs incurred to determine the cause and extent of the damage, to the extent that the determination pertains to damage within the meaning of these Terms and Conditions, the reasonable costs incurred to make Stagemen’s defective performance comply with the Agreement, to the extent that these costs can be attributed to Stagemen, and reasonable costs incurred to prevent or limit damage, provided that the Client demonstrates that these costs have led to the limitation of direct damages as referred to in these Terms and Conditions. Stagemen is never liable for indirect damages, including consequential damages, loss of profit, loss of savings, and damages resulting from business interruption.
9.7 The limitations of liability stated in this article do not apply if the damage is due to intent or gross negligence on the part of Stagemen.
0.10 Indemnification
10.1 The Client indemnifies Stagemen against any claims from third parties that suffer damage in connection with the execution of the Agreement, and where the cause of such damage is attributable to parties other than Stagemen. If Stagemen is held liable by third parties as a result, the Client is obliged to assist Stagemen, both out of court and in court, and promptly take all actions expected of them in such cases. If the Client fails to take adequate measures, Stagemen is entitled, without notice, to take action itself. All costs and damages incurred by Stagemen and third parties as a result will be fully borne by the Client.
0.11 Intellectual Property
11.1 Stagemen retains the rights and authorities granted to it under the Copyright Act and other intellectual property laws and regulations. Stagemen has the right to use the knowledge gained through the execution of an Agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties.
11.2 Unless otherwise agreed, the Agreement does not include conducting research into the existence of rights, including patent rights, trademark rights, design or model rights, copyrights, or portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Client.
11.3 A concept devised by Stagemen (e.g., for a brand activation) remains the property of Stagemen, and the Client is not permitted to use it in a similar form without prior permission from Stagemen.
11.4 Unless the nature of the work makes it inappropriate, Stagemen is always entitled to have its name mentioned on or near the work or have it removed. The Client is not allowed to make the work public or reproduce it without the prior consent and without mentioning the name of the contractor.
11.5 Unless otherwise agreed, movable property purchased by Stagemen in the context of the assignment remains the property of Stagemen, regardless of whether it has been handed over to the Client or third parties.
11.6 Unless otherwise agreed, the working drawings, illustrations, prototypes, models, molds, designs, design sketches, films, and other materials or (electronic) files created by Stagemen as part of the assignment remain the property of Stagemen, regardless of whether they have been handed over to the Client or third parties.
11.7 If the Client’s trademark is mentioned on the items mentioned above, Stagemen will ensure that these references to the Client’s trademark are removed from the items after the termination of the Agreement between Stagemen and the Client.
0.13 Applicable Law and Disputes
13.1 Dutch law shall exclusively apply to all offers and Agreements.
13.2 Disputes between Parties shall be submitted exclusively to the competent court in Amsterdam, unless the law explicitly prescribes otherwise.
0.14 Location and Amendment of Terms and Conditions
14.1 These Terms and Conditions are published on Stagemen’s website.
14.2 The latest published version or the version that was in effect at the time the legal relationship with Stagemen was established shall always apply.
Full Name:
Date of Agreement:
Signature Client:
Last Updated: 25 June 2023
