Terms & conditions

1. General Terms and Conditions


STADSBEHANG is registered in the trade register of the Chamber of Commerce with number: 780472834. 

“STADSBEHANG” is understood to mean STADSBEHANG and all its affiliated companies and trade names such as PAPER TRAILS EUROPE.  “Client” means any person who uses any services of STADSBEHANG and/or enters into an agreement. These conditions, as well as offers and agreements to which they are wholly or partly applicable, are exclusively governed by Dutch law. 

1. General Provisions 

2. General Terms and Conditions 

3. Copyright, Property Rights and Reproduction Rights 

1.1 APPLICABILITY 

These General Terms and Conditions apply to any assignment given to STADSBEHANG to provide services and/or to carry out (street) advertising campaigns, except if and insofar as otherwise agreed in writing. By the mere granting of any order to STADSBEHANG or by making use of the services of STADSBEHANG the client is bound by these conditions and these conditions form an inseparable part of the relevant agreement between client and STADSBEHANG.

The order of the client is deemed to be an acceptance of the General Terms of STADSBEHANG. If an order is confirmed by e-mail it is also binding, and you automatically accept the General Terms and Conditions of Stadsbehang.

A reference by the client to its own General Terms and Conditions has no effect, unless the client explicitly rejects our conditions before entering into any agreement. In the latter case, no agreement will be established before agreement has been reached on this. In all other cases, any General Terms and Conditions of the client and other provisions printed on documents of the client are hereby expressly declared inapplicable. 

1.2 OFFERS AND AGREEMENTS 

All services will be charged in accordance with the quotation/offer and/or confirmation provided by STADSBEHANG. Acceptance shall consist of returning a dated, signed and fully authenticated copy of the quotation/confirmation to STADSBEHANG, or a statement of agreement by e-mail. 

All offers, quotations and estimates by STADSBEHANG are without obligation, unless the contrary is explicitly stated in writing. STADSBEHANG is entitled to revoke an offer without any obligation to pay damages, at the latest immediately after acceptance of the offer by the client. 

The agreement shall be deemed to be concluded from the day the agreement is signed by the parties or from the day STADSBEHANG has accepted or confirmed the order of the client and any special arrangements in writing by signing an order confirmation or an agreement by e-mail, whereby the date of the confirmation shall be decisive, or at the moment STADSBEHANG, at the request of the client, has commenced the performance of the agreement in accordance with the provisions of the order confirmation. 

Errors or ambiguities in offers or order confirmations shall not bind STADSBEHANG in any way that differs from its actual intentions, nor shall it be liable for any damage in offers or order confirmations. 

1.3 TERMS OF PAYMENT 

All invoices issued by STADSBEHANG shall be paid by the Client no later than 30 days after the invoice date or no later than 10 days before the start of the service or activity to which the invoice relates. If and when the client exceeds the terms of payment mentioned above, he shall be deemed to be in default without any further notice of default and/or summons being required by STADSBEHANG. 

If other payment terms or down payments have been agreed upon in writing or by email, these shall apply as payment terms.

If and when the client as referred to above has remained in default, STADSBEHANG shall be entitled to hand over the overdue invoice amounts to a third party without further notice. The costs incurred by STADSBEHANG for collection in and/or out of court shall always be for the account of the client. 

Extrajudicial collection costs shall be payable by the client as soon as STADSBEHANG as referred to above hands over the collection of any amount to a third party; these extrajudicial collection costs shall always amount to at least 15% of the total amount quoted, plus agency costs with a minimum of € 150, and 1.5% interest per month on the amount due, starting on the first day of the month following the date of the invoice. Without prejudice to STADSBEHANG’s right to charge a higher amount for extrajudicial collection costs, if the actual extrajudicial collection costs turn out to be higher. 

Payments made by the client always serve primarily to settle all interest due and subsequently those invoices which have been outstanding the longest, even if the client states that the payment relates to a later invoice. In the case of invoices of the same date, each invoice shall be paid pro rata. 

1.4 EXECUTION AND DELIVERY PERIOD 

Stated completion dates are approximate. The completion dates are determined in the expectation that there will be no impediments for STADSBEHANG to perform the work. The client may only change the delivery date after consultation and with the consent of STADSBEHANG. 

Exceeding the delivery deadlines which cannot be attributed to STADSBEHANG in accordance with these General Terms and Conditions shall never give rise to a claim for compensation or dissolution of the agreement, unless the parties have expressly agreed in writing that the specified period and/or delivery date was to be regarded as a deadline. 

When STADSBEHANG has assessed that it is not safe to carry out the work, STADSBEHANG may choose to stop the execution with immediate effect. Unsafe situations include those caused by threats and violence from third parties, weather conditions, danger of contamination in times of a pandemic, the danger of possible fines or warnings from the police, judiciary, municipality and government. This is therefore considered by STADSBEHANG as force majeure. 

1.5 COMPLETION 

Client is obligated to thoroughly inspect the work for defects after delivery and to inform STADSBEHANG immediately in writing if any are found. If the client does not inform STADSBEHANG in writing within 3 days after the day of delivery about shortcomings, which could have been detected upon thorough inspection, then the client is expected to agree with the state in which the work has been produced. The client is obliged to specify the complaint in detail and to submit written evidence. STADSBEHANG shall immediately be given the opportunity to check the work submitted. If, in its opinion, the work is correct, STADSBEHANG shall as far as possible endeavour to find an adequate solution, in consultation with the client. Defects shall not entitle the Client to demand the dissolution of the agreement or to withhold or delay payment in whole or in part. 

1.6 CANCELLATION, AMENDMENT OF THE ASSIGNMENT

If, due to circumstances beyond one’s control, the order cannot be carried out on the short-notice date, STADSBEHANG shall inform the client without delay, without prejudice to the client’s obligation to purchase the service/product in question at another time, and without prejudice to the client’s other obligations arising from the order in question. A new date and/or term will then be set as soon as possible in mutual consultation. The principal cannot derive any right from this to cancel the order or assert any right to compensation. 

Orders cannot be cancelled unless this has been agreed in writing with STADSBEHANG. If, in the case stated beforehand, cancellation is permitted, the client shall inform STADSBEHANG in writing of the total or partial cancellation and shall be obliged to reimburse STADSBEHANG for all costs reasonably incurred in connection with the execution of the order, as well as for any other damage resulting from the cancellation in question. 

1.7 LIABILITY 

In the event that STADSBEHANG has failed to fulfil its obligations, STADSBEHANG shall not be liable for any damage resulting therefrom. The answer to the question whether STADSBEHANG has failed in the fulfilment of its obligations shall be exclusively determined by Dutch Civil Law. STADSBEHANG shall not be liable for any costs, damages and interest which may arise as a direct or indirect result of: 

– Force majeure, as further described in these conditions; 

– Acts or omissions by the principal, his subordinates, or other persons employed by or on behalf of the principal; 

– Injudicious handling and/or use of the work delivered by STADSBEHANG; 

– The provision of incomplete or incorrect data. 

STADSBEHANG shall only be liable for damage as a result of damage, mutilation or loss of the work and/or property of the client and/or third parties, insofar as caused by gross negligence on the part of STADSBEHANG or those who have been put to work on the instructions of STADSBEHANG, on the understanding that STADSBEHANG shall never be obliged to pay compensation going beyond the invoice amount of the services provided. 

STADSBEHANG shall not be obliged to pay any further compensation for damage or costs, however named. STADSBEHANG shall never be obliged to compensate any loss of profits and consequential and/or indirect loss. This article shall apply accordingly with regard to additional work. If delivery is made to two or more clients jointly, they shall each be severally liable for the full performance of the agreement concluded by them. 

1.8 FORCE MAJEURE 

If STADSBEHANG is prevented from fulfilling the agreement due to force majeure, STADSBEHANG shall be entitled, without prejudice to its further rights, to suspend the performance of the agreement without judicial intervention or to declare the agreement fully or partially dissolved, without being liable to pay any compensation. Force majeure shall in any case be understood to mean: war, non-delivery of material by the supplier, pandemic, civil war, riots, molestation, destruction of advertising media by third parties, threat of war, state of siege, strikes, blockade, operational failure, material shortages, fire, flood, earthquake and other natural disasters, export or import bans, refusal to grant import and export licences, excessive absenteeism of employees at suppliers, loss of advertising concession or withdrawal of permission by the licensor of STADSBEHANG B. V., government-imposed restrictions, the removal and/or claim of an advertising medium on forfeiture or other government measure and non-performance by the suppliers of STADSBEHANG or other means of non-performance by those suppliers of their obligations and any other circumstance which cannot reasonably be held against STADSBEHANG according to written or unwritten law, custom or traffic opinion. 

In the case of restrictive government measures as a result of a pandemic, STADSBEHANG shall try to carry out the agreed work properly within the regulations imposed. If this is not possible, Stadsbehang has the right to postpone the execution of the work to a later time if this is possible without incurring additional costs. In case of a curfew on the day of execution STADSBEHANG will execute the work within the rules and permitted times of this curfew.

If the execution of the work is prevented by an order to leave, for whatever reason, from an enforcer, police, security guard or bystander, STADSBEHANG is entitled to stop the execution as a result of force majeure. 

In addition, force majeure also includes unsafe situations. These include situations caused by threats and violence from third parties, weather conditions, danger of contagion in times of a pandemic, the danger of being fined or warned by the police, judiciary, municipality and government.

If STADSBEHANG has already partially fulfilled its obligations under the agreement before the moment of commencement of force majeure, or has the possibility to fulfil these partially, STADSBEHANG is entitled to invoice the work already done.

1.9 OBLIGATION OF THE CLIENT 

Client undertakes to deliver the materials to be placed in time, on the understanding that the materials must be delivered to STADSBEHANG at least 10 working days before the date of the agreed work.
Late delivery of the materials shall not suspend the agreed advertising period, nor shall it relieve Client of its obligation to pay the agreed price on time. All costs to be incurred by STADSBEHANG as a result of client’s attributable failure to meet the above obligations on time and/or properly shall be borne by client at the then current rates. The obligations referred to in this article shall be those of the Client and shall also be at the expense of the Client. 

If the client does not, not properly or not timely meet any obligation, which may arise for him from this or any other agreement entered into with STADSBEHANG, as well as in case of bankruptcy, suspension of payments, STADSBEHANG shall be entitled, without any notice of default or legal intervention being required, to suspend the performance of the agreement or to dissolve the agreement, at its discretion, without STADSBEHANG being liable to pay any compensation or provide any guarantee, without prejudice to its further rights. In these cases, any claim which STADSBEHANG has or will have against the client shall be immediately due and payable in full. 

1.10 PRICES & QUOTES

Unless otherwise stated, prices are in accordance with the offer or the rate indicated by STADSBEHANG. STADSBEHANG works for both companies and private individuals with a 100% payment, which has to be paid prior to the start of the project. The payment is due 10 days before the start of the project and earlier in specific cases. Unless otherwise agreed in writing, there may be deviations from the applicable deposit requirements. If the above payment condition is not met, the activities will be cancelled and the costs of preparation and cancellation will be charged to the client. If the above payment arrangements are not met, all costs incurred – both judicial and extrajudicial – shall be at the expense of the client. 

If, after the conclusion of the agreement and before the agreed time of delivery or completion of the work, the prices of supplies, raw materials or parts, wages or any other price determining factors have changed, STADSBEHANG shall be entitled to adjust the price accordingly. However, if STADSBEHANG wishes to increase the quoted price within three months of the conclusion of the agreement, the client shall be entitled to cancel the agreement. Price increases resulting from additions and changes to the order shall be for the account of the client. STADSBEHANG shall also be entitled to revise the price if the client has provided incorrect information which was essential for STADSBEHANG to be able to calculate the price. 

STADSBEHANG shall inform the Client as soon as possible of the necessity to change the quotation. All quotations are exclusive of turnover tax (VAT) and other government fees, unless explicitly agreed otherwise in writing. 

1.11 CANCELLATION BY THE CLIENT 

If the agreement is cancelled during the period from the moment the agreement is reached to the date of commencement of the work, the following rates apply: 

– Cancellation up to two months before the commencement date: 25% of the total amount; 

– Cancellation up to one month before the commencement date: 50% of the total sum; 

– Cancellation up to ten days before date of commencement: 75% of the total sum; 

– Cancellation later than ten days before the commencement date: the total sum. 

1.12 COMPLAINTS 

Complaints or shortcomings must be reported immediately to the person in charge or the artist, so that he or she is given the opportunity to find a solution. Complaints that are reported after the event will not be restituted financially, but will be restituted on the event day if the complaint is justified and reported on time. 

1.13 VISUAL CONTENT 

STADSBEHANG reserves the right to use (audio)visuals content made during an activity/arrangement for publications in print or online. Also visual material of street advertisement by STADSBEHANG is free to use by STADSBEHANG. 

2. General Terms and Conditions 

2.1 APPLICABILITY

Guerrilla street advertising is understood to mean all forms of outdoor advertising arranged by STADSBEHANG. The legislation regarding such street advertising differs from city to city and from country to country. 

2.2 LEGAL/PERMIT 

Guerrilla street advertising is treading in a legal grey area. STADSBEHANG makes a reasonable assessment of the possible risks based on its expertise in this field. A permit for guerrilla street advertising will generally not be granted when applied for. The client is responsible for any risks and possible fines once the client agreed an approved a quotation and wish to proceed the guerrilla street marketing without prior legal permission nevertheless.

2.3 CLEAN & CHALK GRAFFITI

When an outdoor surface is not suitable for clean graffiti application with a high-pressure cleaner,  STADSBEHANG instead will apply eco-friendly chalk spray. If this is not desired, the client must indicate this in prior writing to STADSBEHANG. 

2.4 DURATION 

As guerrilla street advertising is generally placed in unprotected outdoor areas, STADSBEHANG cannot guarantee the estimated lifespan nor its visibility of creatives or advertisements in advance. If the lifespan or visibility of a campaign is shorter or longer than estimated in advance, this can never give rise to a claim for compensation, reduction or dissolution of the agreement. Any removal costs cannot be charged to us unless this has been specifically agreed and quoted beforehand. 

2.5 SPECIAL PROVISIONS CONCERNING ACTIONS 

All orders accepted by STADSBEHANG shall be subject to the reservation that the project, campaign or message shall not contain anything that could cause unlawful detriment to anyone, or that is contrary to good morals and/or public order. If and insofar as no action has taken place for the client because of this, the client is still obliged to pay the full amount of the order. Should the same campaign, in addition to the campaign carried out by STADSBEHANG, also be distributed in an guerrilla manner without the prior knowledge of STADSBEHANG, then STADSBEHANG shall be entitled to remove the campaign carried out from the street scene, whereby the obligation to fulfil the payment to STADSBEHANG remains in place. 

2.6 LIABILITY 

The responsibility and liability for a guerrilla advertising campaign in public areas always rests with the client. STADSBEHANG is not to be held responsible for complaints and/or fines during/after the realisation and/or application of the agreed guerrilla street advertisement. In all cases, the client is held accountable for the potential risks and consequences.

STADSBEHANG is not liable for damage or theft of the advertising material. In case of damaged or missing advertising material as referred to above, the client cannot claim compensation from STADSBEHANG nor derive the right to refuse full or partial payment. STADSBEHANG shall at all times be entitled (if and insofar as possible) to undo the damage suffered by the Client. Client remains at all times liable for the form and content of the advertisement, on the grounds of which Client expressly indemnifies STADSBEHANG against claims from third parties. 

3. Copyright, Property Rights and Reproduction Rights 

3.1 BRAND AND LOGO MARKS 

In the event of unlawful or misleading use of the STADSBEHANG brand names or logos, STADSBEHANG is obliged to take legal action in order to claim compensation for the damage suffered or reputation.

3.2 COPYRIGHTS 

It is not permitted to use any of the given information, texts, data, designs and images from the STADSBEHANG websites, or from other forms of publication or communication, or in cases where there is a risk of misunderstanding of the original, or in cases where it is suggested that it has been authorised by STADSBEHANG. Any other use of STADSBEHANG content and copy such as commercial use, reproduction of information, or use of (part of) the STADSBEHANG online content on any other website is prohibited without the explicit written permission of the owner of STADSBEHANG. If STADSBEHANG gives permission to use copy or images, you have to state the copyright clearly and completely. The correct copyright notice is as follows: 

© ‘original title of work’ – STADSBEHANG year of creation, location of creation 

The copyright, image rights and portrait rights of the work created by STADSBEHANG remain, unless otherwise stated, the property of STADSBEHANG. By granting an order for reproduction, distribution or reproduction of objects protected by copyright or any industrial property right, the client declares that no breach of copyright or industrial property rights of third parties is committed and shall safeguard STADSBEHANG in and out of court for all consequences, both financial and otherwise, arising from such reproduction. 

The copyright of sketches, drawings, illustrations, paintings, photographs, advertisements, advertising media etc. designed or produced by STADSBEHANG shall remain with STADSBEHANG, even if the client has placed an order on them. By virtue of copyright STADSBEHANG has the sole authority to grant or refuse permission to reproduce and/or publish the objects to which it is entitled. 

3.3 RIGHT OF OWNERSHIP 

The delivered goods shall be the property of STADSBEHANG until such time as the client has fully paid all that he has to pay to STADSBEHANG in respect of or in connection with the supplies of goods or services made by STADSBEHANG, including interest and costs. If the client fails to fulfil any of its obligations resulting from the agreement, STADSBEHANG shall, without any prior notice of default being required, be entitled to reclaim the goods, without prejudice to the right to claim reasonable compensation for damage suffered, loss of profit and interest.

The delivered goods shall be the property of STADSBEHANG until such time as the client has fully paid all that he has to pay to STADSBEHANG in respect of or in connection with the supplies of goods or services made by STADSBEHANG, including interest and costs. If the client fails to fulfil any of its obligations resulting from the agreement, STADSBEHANG shall, without any prior notice of default being required, be entitled to reclaim the goods, without prejudice to the right to claim reasonable compensation for damage suffered, loss of profit and interest. 

3.4 DISCLAIMER 

STADSBEHANG makes every effort to ensure the reliability and accuracy of all published content on the STADSBEHANG website. However, inaccuracies may occur. STADSBEHANG and its affiliated enterprises are not liable for damages resulting from inaccuracies, problems caused by or inherent in the distribution of information via internet or technical malfunctions. 

3.5 PRIVACY 

If you respond to STADSBEHANG by e-mail, contact form or contact us via one of the STADSBEHANG social pages, your information will be stored. It will not be used for information purposes, interactive communication or reused. 

3.6 DAMAGE 

If any of the above conditions are not or not fully met and therefore STADSBEHANG’s rights are affected, STADSBEHANG shall be entitled to claim compensation and to take other legal action where appropriate.