General terms and conditions
Modified 26.4.2023. We archive previous versions.
1. Parties and scope of application
These terms and conditions apply between Scene Arts Oy (hereinafter referred to as the “Supplier”) and the Client (hereinafter referred to as the “Client”) for contracts for all productions.
2. Entry into force of the contract
Unless otherwise agreed in writing between the parties, the General Terms and Conditions of Contract set out in this document shall enter into force upon confirmation of the contract or offer by the parties, either in writing or orally. However, the contractual relationship must be evidenced in writing, for example by an e-mail message indicating acceptance of the offer. Any written offer is always the primary basis for the execution of the contract and the client is responsible for checking the details of the offer before accepting it.
3. Changes to the contractual terms and conditions
The supplier may unilaterally and without prior notice amend the general terms and conditions of the contract, in which case the new terms and conditions shall apply to all future productions and/or contracts.
If the need arises to amend the terms of the contract after the contract has been concluded, the other party must be informed in writing. If the changes are agreed unanimously, the contract may be amended subsequently. As a rule, such amendments will entail additional costs, which must be agreed separately.
4. Termination and cancellation of the contract
The contract may be terminated by the contracting authority without additional penalty by giving written notice at least 30 days before the agreed date of commencement of the work (first day of construction), unless otherwise agreed for each individual project. In this case, the Supplier shall be entitled to retain the payments received to the extent that work has been performed and costs incurred.
If the customer cancels the production for reasons other than force majeure after this date, but no later than 14 days before the start of production (first day of construction), the supplier shall be entitled to keep/receive the agreed advance payments in full, but not to invoice the full production price.
If the client cancels the production for reasons other than force majeure after this date, the supplier shall be entitled to receive the full amount of the agreed fee.
The supplier may terminate the contract at the latest 30 days before the agreed date of commencement of execution (first day of construction), but shall in that case be obliged to return any payments received to the client.
Force majeure means:
- Orders beyond the control of the parties, strikes, war, mobilisation, suspension of traffic, restrictions on movement, natural disasters, fire, ban on exports or imports, cessation of manufacture, etc.
- Sudden death or serious illness of a person irreplaceable for the realisation of the project by the parties. In the event of serious illness, the Party shall provide the other Party with a medical certificate.
- Unexpected inoperability, mechanical breakdown or similar malfunction of the equipment, site or means of transport essential to the implementation of the project.
The supplier may also terminate the contract and shall not be liable to compensate the customer for any damage caused by the non-performance of the contract in the event of:
- The customer fails to meet his payment obligations
- The contracting authority requires the project to be carried out by means other than good professional or technical practice
- The performance of the contract would require sacrifices which would be disproportionate to the benefit to the supplier
In addition, the contractor may terminate the contract if:
- The Supplier is in default of payment or has outstanding debts subject to enforcement proceedings
The contract shall also be terminated if one of the parties ceases its activities / goes bankrupt / goes into liquidation.
The other party must be informed immediately of the termination of the contract.
In the event of termination of the contract other than at the supplier’s initiative (including in the event of force majeure), the supplier shall be entitled to retain the payments received to the extent that work has been performed and expenses incurred.
5. Foreseeable breach of contract and failure to pay
If there is reasonable doubt as to the client’s ability to pay, for example due to late payments, the supplier shall be entitled to unilaterally modify the payment terms or require additional guarantees before continuing with the work on the project. In the event that the customer fails to meet its payment obligations under the contract or has done so in connection with a previous implementation by the supplier, the supplier shall have the right to refrain from proceeding with the production. In such a case, the supplier shall also be entitled to terminate all future contracts with the customer without liability for damages.
6. Period of validity of the contract
The contract shall remain in force for as long as all the contract deliverables have been duly completed.
7. To the supplier
The supplier is obliged to carry out the project specified in the contract in accordance with good professional practice and within the limits of the law. The Supplier shall have appropriate, valid public liability insurance. If the terms of payment for production include a reservation fee, the Supplier shall not be obliged to start the preparation of the project until the payment of the reservation fee appears on the Supplier’s account, unless otherwise agreed.
The Supplier shall be entitled to use subcontracted services and products for the implementation. Unless otherwise agreed, the Supplier shall be responsible for the contribution of subcontractors as its own.
9. For the Client
Unless expressly agreed otherwise, the Client is responsible for insurance, safety and regulatory requirements for the project, except for those services that are the responsibility of the Supplier. The Contracting Authority shall perform its obligations in accordance with the Contract. The Client shall be responsible for the legality of its data, activities and materials.
10. Role of the contracting authority
The supplier’s staff are not employed by the contracting authority and therefore the contracting authority has no employer’s authority over them. The supplier’s staff shall only carry out the work specified in the tender. The use of the supplier’s equipment is decided by the employee appointed as foreman for the implementation in question, who also has the right to prohibit the use of equipment which has not been agreed in advance or which could cause damage to the equipment in question, e.g. by performers provided by the contractor.
11. Fees, royalties and authorisations
The contractor shall be responsible at his own expense for all official fees, copyright fees for music, etc., and permits (e.g. amusement permits, noise permits, etc.) relating to the event. If the production is refused by the authorities, e.g. due to lack of permits, the Supplier shall be entitled to charge the full production price. The customer must inform the supplier of any official requirements concerning the supplier with regard to safety, noise, royalties, etc. If the authority requires the measurement of noise levels/dose, the customer must inform the supplier. The customer shall be responsible for any additional costs incurred by the measurement.
The price of the production shall be determined in the tender accepted by the customer or in a separate contract. In addition, the supplier may charge the subscriber for costs resulting from the subscriber’s negligence (e.g. absence of agreed sub-carriers). If the contractor wishes to make additions to the contract after the award of the contract (acceptance of the tender), he shall be liable for any costs incurred. Unless otherwise agreed, invoicing will be in two instalments: 30% of the total amount in advance and 70% of the total amount in arrears. The first invoice will be sent within seven (7) days of confirmation of the order. The second invoice will be sent within seven (7) days after the service has been delivered in full. VAT at the rate of 24% will be added to all prices. If the customer is a private individual, the payment term is 14 days net.
13. Changes in production
Any changes to the production of the event must be notified 7 days before the first day of construction. If the requested change cannot be implemented with reasonable effort, the supplier may refuse to implement the change. However, this does not affect the right of the customer to terminate the contract. Changes requested less than 7 days before the first day of construction of the event will be attempted but the supplier is under no obligation to do so. Any additional equipment or personnel will be invoiced separately, any equipment/personnel reserved but not used will not be included in the agreed price of the execution. If the construction or dismantling of the event is delayed due to a delay in the event or for a similar reason attributable to the customer, the supplier shall be entitled to charge the customer for any additional personnel etc. costs incurred as a result.
14. Safety and liability
The contractor shall be responsible for the safety of the entire production, including any damage to the public or their property at the venue, and shall be obliged to insure its activities against such damage. The Client shall also be responsible for the safety of the Supplier’s personnel and equipment from the moment the equipment/personnel are brought onto the site/production site until the moment the equipment/personnel are removed from the site/production site. The contractor undertakes to pay full compensation for any loss or damage to the equipment, even in the event of theft, breakage or other damage to the equipment by a third party. In the event of disorder or shortcomings in the security arrangements (absence of riot fences, absence of stewards, fire safety deficiencies) which are not remedied, the supplier’s personnel shall be entitled to restrict the use of their equipment or to intervene in the course of the event in order to ensure the safety of their own and the supplier’s equipment until the deficiencies have been remedied. At all times during outdoor events, and whenever the situation so requires, the Client shall, at its own expense, provide permanent security in the area where the Supplier’s equipment is used. The need for guarding will be assessed by the supplier.
15. Outdoor events
Unless otherwise agreed, the Contractor shall be responsible for providing the necessary weather protection and shall ensure that the Supplier’s equipment is not endangered by, for example, rain or other weather phenomena during construction, the event and dismantling. Good quality tents and canopies must be used for rain protection, garden tents do not meet the requirements for professional use. If the supplier provides tents or mobile shelters for the event, the supplier shall not be liable for any water damage or other damage to the property of the client or third parties.
16. Online connection
Unless otherwise agreed, the Contractor shall be responsible for a functioning fixed network connection for productions where this is required.
17. Content produced
All content (such as photographs and videos) produced and supplied by the Supplier may be freely displayed, but the right of sale remains with the Supplier. The content may not be modified in any way, not even by cropping, but only displayed. The supplier also reserves the right to use the content for its own marketing purposes.
18. Reference use
Unless otherwise agreed, the Supplier has the right to use the Production as a reference. The name of the organisation that commissioned the production or its partner involved in the production of the event, any images and video footage produced in connection with the event and any material and information that is in good taste and suitable for reference purposes may be used in marketing. The supplier may produce photographic and video footage of the construction, dismantling and final result of the event for marketing purposes. The use of branded material, names and titles of persons and persons identifiable in the material, other than in photographs and videos, in the Supplier’s marketing materials will always be subject to individual consultation.
19. Religious events
The Client must inform the Supplier at the time of the agreement if the event is a religious event, demonstration, etc. The Supplier has the right to refuse the production in such a case. The customer undertakes to present the supplier or the supplier’s staff as neutral with regard to the ideology of the event/production in question.
If the production is prevented after the expiry of the period of notice specified in these terms and conditions for reasons other than force majeure, the maximum compensation payable by the Supplier shall be 50% of the price agreed for the performance in question. The amount of compensation shall be based on actual damages. Artistic details or technical problems during production shall not entitle the customer to compensation. If the construction of the production is delayed due to the supplier’s actions other than force majeure and causes a significant delay in the event, the upper limit for damages shall be 10% of the price of the production. Any claims must be made immediately in writing in the presence of the supplier’s staff or, in the case of unmanned execution, within 7 days of the end of production. If no complaint is made within this period, the execution shall be deemed to have been accepted by the customer.
In the event of non-payment by the Client, the Supplier shall be entitled to compensation for the non-performance of the project, in addition to the compensation for non-payment caused by the non-performance. The supplier shall be entitled to withdraw from all future projects which have been expressly agreed with the customer. The supplier shall be entitled to appropriate compensation for any financial loss caused by cancelled projects.
The contracting parties shall endeavour to resolve any disputes arising from this contract by negotiation. If the parties cannot reach agreement in negotiations, the disputes shall be settled by the District Court of Pirkanmaa.