General terms and conditions

These general terms and conditions apply from June 1, 2021

These General Terms and Conditions apply to the agreement between Stager (defined below) and Organizer (defined below) for the use of the System (defined below) for the purpose of planning and marketing events and the sale of tickets.


1. Definitions

In these General Terms and Conditions:

a. Account: a digital account created by Stager for the Client on a secure part of Stager's website with which the Contact Person can use the login code to make use of the System and request and / or implement changes, and where the General Terms and Conditions, the Agreement, reports and the following details of the Client are kept: name of the organization, bank account number (IBAN), invoicing (email) address, involved (sub) domain name, the name of the Contact Person, the Chamber of Commerce number and, optionally, the VAT number.

b. Terms and Conditions: These General Terms and Conditions from Stager.

c. The Visitor: the legal entity or natural person who purchases a Ticket from the Client for an Event via the System.

d. Contact Person: the employee(s) appointed by the Client, the owner and / or the director of the Client who is authorised to log into the Account and manage it.

e. User: employee designated by the Client who is authorised to log into the System.

f. Services: the provision of the System by Stager via the internet including the management, maintenance and hosting thereof, as well as the development of new versions of the System, whereby (new) components of the System are not developed or maintained specifically for the Client. 

g. Additional Services: services provided by Stager, not being the Services.

h. Event: the public or private event organized by or on behalf of the Client.

i. Login code: a unique access code that enables the contact person to access the system together with the user name.

j. Client: the legal entity or natural person acting in the course of his/her profession or business with whom Stager has entered into an Agreement for the delivery of Services.

k. Agreement: the agreements set out in a (digital) form, document or other manner on the basis of which Stager provides the Services and / or Additional Services referred to therein to the Client.

l. Data Processing Agreement: the data processing agreement between Client and Stager which can be consulted via https://stager.co/en/data-processing-agreement/. 

m. Stager: the private company with limited liability Stager B.V., established and having its offices at (3032 CM) Rotterdam at Zomerhofstraat 82, the Netherlands, registered under number 55142648 at the Chamber of Commerce and VAT number NL851582953B01.

n. System: the platform made available online by Stager to the Client for the planning and marketing of events to be organized by or on behalf of the Client, the management of its relations, and the sale of Tickets.

o. Payment Service Provider: the provider of services, with whom Stager has concluded an agreement, for accepting electronic payments by a variety of payment methods for the purchase of Tickets by the Visitor.

p. Sub-merchant account: a virtual account managed through the System with the Payment Service Provider that allows the Client to do and accept electronic payments.

q. Ticket(s): the admission ticket of an Event organized by or on behalf of the Client or products and services related to the Event that is offered to Visitors by means of the System by the Client.

r. Rates: the agreed fees for the use of the System and the costs for the provision of Additional Services as referred to in article 8 of these Terms and Conditions. 

s. Terms of Use: the terms of use of the System to be consulted via https://stager.co/en/terms-of-use/.


2. Applicability of the General Terms and Conditions and the conclusion of the Agreement

a. These General Terms and Conditions apply to all offers and agreements whereby Stager delivers products and Services of whatever nature to the Client, including the use of the System by the Client, even if these products and / or services are not (further) described in these General Terms and Conditions.

b. In addition to these General Terms and Conditions parties acknowledge to have read and agreed to the terms and conditions of the Data Processing Agreement. 

c. Stager expressly rejects the applicability of any other (general) conditions of the Client and / or third parties, the Agreements are subject exclusively to these General Terms and Conditions.

d. Agreements and the changes thereto are realised at the moment that the Client has followed the steps required for notification or change, has correctly and completely filled in all the information requested, and Stager has sent the Client the electronic confirmation that the request or change has been accepted. Stager can reject an application or proposed change without stating reasons.

e. The Client will provide all information requested by Stager, fully and truthfully and will amend changes to this data as soon as possible in the Account; both online and offline. Stager uses the email address provided by the Client to send information to the Client. The risk of not receiving communication due to imperfections in the e-mail address or the otherwise non-functioning of the e-mail facility of the Client rests with the Client.

f. Stager is not obliged to check the correctness and completeness of the data provided by the Client and Visitors and is therefore not liable for the consequences of the use of the incorrect and / or incomplete information provided by the Client and / or Visitors.


3. Object of the Agreement

a. Stager offers the Client the opportunity to use the System for the planning and marketing of Events and the sale of Tickets to Visitors for Events organized by the Client or products and services related to the Event. 

b. The sale of Tickets by the Client to Visitors takes place via the System. Stager is expressly not a party in this sales transaction. There is therefore only an agreement between the Client and the Visitor. The Client shall clearly communicate to Visitors that every agreement relating to the purchase and sale of Tickets is exclusively between the Client and Visitors. 

c. The Client grants Stager the exclusive right during the term of the Agreement to perform the electronic sale of Tickets for the Client.

d. The Client explicitly instructs Stager to act as a mediator in the realization of the Agreement between Visitor and Client. Stager explicitly does not form part of this Agreement, which is concluded after the Visitor has purchased one or more Tickets via Stager, based on the Terms of Use. Client acknowledges to have read and agreed to the Terms of Use.


4. Duration and termination of the Agreement

a. The Agreement is entered into for a period of one (1) year, unless the Client and Stager have agreed a different timeframe and this has been laid down in the Agreement. The period is tacitly renewed each time for a period of one (1) year, unless the Client or Stager terminated the Agreement in writing at the latest one (1) month before the end of the extension period. In the event of late cancellation by the Client, a fee will be due by Client to Stager equal to the fee calculated in accordance with article 8.b of these Terms and Conditions.

b. The Client and Stager will do their best efforts to provide the public sale of Tickets via the Stager System as soon as possible after the conclusion of the agreement, unless otherwise agreed.

c. In addition to what has been stipulated elsewhere in these General Terms and Conditions, and in addition to the statutory options, a party can:

I. without any reminder or notice of default being required, dissolve the Agreement out of court by means of a registered letter, if the other party is declared bankrupt, (provisional) suspension of payment has been applied for or granted by that party, dissolution or liquidation of a company takes place other than for the purpose of merging companies, the business activities are terminated or moved outside the European Union, is imposed by executory attachment, is placed under administration or curatorship or on reasonable grounds is no longer able to fulfill the obligations under the Agreement;

II. dissolve the Agreement out of court by means of a registered letter, if the other party fails to comply with an agreed obligation and after written notice of default for more than fourteen days still fails to fulfill its obligations;

d. In addition to the provisions stated elsewhere in these General Terms and Conditions and the statutory options, Stager is entitled to block the Client from fully or partially accessing the System or to dissolve the Agreement if:

I. the Client uses the System for a purpose other than that for which Stager has made the System available to the Client in accordance with the agreements made, or if the Client stores, processes, or otherwise imports data with the aid of the System that is unlawful or manifestly unlawful towards third parties;

II. the Client tries to make changes to the System themselves or with the help of third parties in any way whatsoever;

III. the Client uses the System directly or indirectly to enter into agreements with Visitors that are contrary to the law, morals or public order, or to enter into agreements with Visitors that are qualified by content or scope as offensive or fraudulent, which is exclusively at the discretion of Stager.


5. Access to the Account, login code and reports

a. The Login codes provided by Stager to the Client are not transferable, strictly personal and exclusively for use by Contact Persons or persons designated by Contact Persons for the benefit of the Client's organisation. The Client must ensure that the Contact Person who obtains a Login Code is authorised by the Client and is aware of the obligations under the Agreement. The Client is responsible for the confidentiality and careful use of the Login Codes by Contact Persons and their compliance with this Agreement.

b. The Client shall take effective security measures to prevent unauthorised access to the System.

c. The Client is responsible for each and every use, with or without his / her permission through his / her internet access and/or Login codes, of the System. 

d. In the event of loss and / or unauthorised use of the Login code(s) and / or Account, or if there is a presumption of this, the Client must immediately block the relevant Login code(s).

e. Stager is entitled to block the Login code if they have a strong suspicion, or knows, that the Login code is used in violation of the Agreement. Stager will inform the Client in these cases. Stager is not liable for damage suffered by the Client resulting from the blocking, use or loss of the Login code(s). The payment obligation continues to exist during the period of blocking.

f. Through the Account, Stager provides the Client with insight into the volume and status of the sale of Tickets by the Client to Visitors. Every separate transaction between the Visitor and the Client can be viewed by the Client through his Account.

g. Invoicing, provision of reports and announcements, and other communication between Stager and the Client takes place via email and / or publication in the Account.

h. The Client undertakes to provide Stager with all data Stager requires for the performance of the Agreement and the optimal functioning of the System, in a manner to be specified by Stager.


6. Use of the System

a. The Client is liable if the System is not used by its Contact Person, Users and Visitors in accordance with the Stager Terms of Use.

b. The Client is responsible for the availability and functioning of (any additional) equipment used by him / her, the configuration and maintenance of the internet connection and the integration with his / her website and the connections with other applications used by it.

c. Stager is not liable for unauthorised use of the System and / or use of the Account and / or fraudulent actions by Visitors, the Contact Person and the Client. In the event of irregularities, the Contact Person in question will immediately contact Stager and as soon as possible block the access of Visitors and / or Users. The Client is liable and responsible for damage resulting from (the alleged) improper use of the Account.


7. Settlement, payouts, refunds, chargebacks and subscriptions

a. The Client creates a Sub-merchant account with the Payment Service Provider in order to collect payments from Visitors for sale of Tickets by the Client to the Visitor.

b. The Client can make a payout at any moment to the bank account specified by the Client when opening the Sub-merchant account. The maximum payable amount consists of settled funds minus a minimum balance which covers the risk of chargebacks and minus the payout costs including VAT, for the payout of funds.

c. Refund policies are set by the Client. Stager is not authorized to issue exchanges or refunds. In the event of cancellation of an Event, it is the Clients responsibility to provide refunds of Tickets. Refunds can be made directly through the System. 

d. Chargebacks performed by Visitor will be deducted directly from the Clients Sub-merchant account. Stager will dispute the chargeback when it is considered to be unlawful and when won, the chargeback amount will be reversed on Clients Sub-merchant account. 

e. The payments made by Visitors for the purchase of Tickets, payouts, refunds and chargebacks are settled directly on the Sub-merchant account withholding the fees including VAT agreed with the Client as referred to in Article 8 of the General Terms and Conditions.

f. In addition to using the Service to sell Tickets to Visitors, the Customer has the opportunity to expand the use of the System by choosing a paid subscription. Any subscription costs for the use of the System will be charged by direct debit from Clients bank account.

g. The Client may expand ("Upgrade") or limit ("Downgrade") the use of the System. The associated Services and price increase as a result of an Upgrade will be introduced by Stager as soon as possible. The adjustment of the Services and the price reduction of a Downgrade will be implemented by Stager with effect from the next calendar month.


8. Rates and payment

a. Stager will charge the Client the agreed Rates as set out in the Agreement and the Account. In principle, payment to Stager takes place through payment procedures as laid down in Article 7.

b. The Rates are determined on the basis of a number of Tickets to be sold by the Client per year (the projection) and both the projection of the number of Tickets to be sold and the Rates are laid down in the Agreement. If the actual number of Tickets sold is less than the projection, that is, the basis on which the Rates have been set, Stager is entitled to use the Rates as they would have been calculated on the basis of the actual number of Tickets.

c. All prices and rates set by Stager are exclusive of VAT.

d. Stager has the right to adjust the Rates in the interim if they are the result of legal regulations or provisions, exchange rates, inflation adjustments, price increases for the provision of services to Stager - even if this occurs as a result of foreseeable circumstances. Such a price adjustment does not entitle the Customer to dissolve the agreement or have it dissolved.

e. Payment of the Rates charged by Stager to the Client shall be in the manner described in Article 7 of these General Terms and Conditions. If settlement is not possible in whole or in part, the costs will be collected by direct debit from the Client's bank account. The Client will authorize Stager for this payment procedure when entering into an Agreement with Stager.

f. If Stager grants Additional Services at the request of the Client, these Additional Services will be charged by Stager to the Client in accordance with the agreed prices and / or Rates.


9. Management, maintenance and availability of the System

a. With a view to maximising the number of Tickets sold by the Client, Stager will endeavour to keep the System functioning, managed and maintained at all times. Stager has the right to adjust the technical and functional properties of the System. The adjusted System is made available to the Client. Stager strives for the highest possible availability, quality and security of the System.

b. Stager will endeavour to detect and repair any errors in the System.

c. Stager has the right to put the System temporarily out of use for maintenance, management or adjustments. Stager undertakes to inform the Client of any such deactivation in advance. 


10. Support

a. Stager endeavours to provide technical support to Users and Visitors by telephone, e-mail and / or through its website in the context of solving technical problems with the use of the System. In the event that the Client makes an appeal to Stager that is out of proportion in providing technical support, the Client may be asked to purchase training for its employees or consultancy from Stager. If applicable, Stager shall charge for any extra work for all such appeals to Stager.


11. Personal data, privacy and risk storage information

a. Stager ensures careful storage of the (personal) data and information originating from the Client and Visitors. Except for evidence to the contrary, Stager is deemed to have fulfilled this obligation.

b. However, the Client bears the risk for damage or destruction of the data and / or information stored in the System, unless the damage or destruction is due to the intent and / or conscious recklessness of Stager. Stager is therefore not liable for any damage resulting from the data entered by the Client and / or Visitors.

 

12. Intellectual property

a. Stager or its licensor retains all intellectual property rights of everything which has been made available or developed for the Client in the context of the execution of an Agreement made, including and not limited to the System, information and / or documentation. The Client's right to use the System is non-exclusive and non-transferable. Stager is authorised to take reasonable measures - whether technical or functional - to protect its rights and to terminate possible infringement of the rights of third parties.

b. The Client is entitled to place content (video, photo, audio) in the System of Stager, and the Client indemnifies Stager against all third-party claims regarding alleged infringements of intellectual property rights (including copyright, trademark law, database rights and patent) of this content.

c. The Client grants Stager a right of use to any database rights of the Client on the data obtained from it in the context of the Agreement for the Services to be provided by Stager.

d. The Client may use Stager's trade name and trademarks in his / her communication and link it to https://www.stager.co/, only for the promotion of their Events or Stager.


13. Indemnity

The Client indemnifies Stager against all third-party claims, including Visitors, due to damage as a result of the provision of incorrect or incomplete information by the Client.

The Client indemnifies Stager against claims from Visitors and third parties for compensation of damage that they could in any way recover from Stager, insofar as these claims are based on the use made by the Client and / or Visitor of the System.

The Client indemnifies Stager on his / her first request, if Stager is held liable, in whatever way, by or on behalf of a Visitor with regard to the content and / or the fulfillment of the agreement (s) that the Client and the Visitor have reached together, for example in the case of cancellations, as well as the related communication from the Client to the Visitor, or any other possible form of shortcoming and / or unlawful actions by the Client towards the Visitor.

Stager is entitled to recover from the Client all costs incurred by it in and out of court in connection with legal and / or financial disputes arising between the Visitor and the Client.


14. Liability

a. The Liability of Stager, due to an attributable shortcoming in the fulfillment of the Agreement, only arises if the Client gives Stager notice of default as soon as possible, whereby a reasonable period is also set for the rectification of the shortcoming and Stager after termination of this period still fails to fulfill its obligations, attributable to Stager. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that Stager is able to respond adequately. This does not affect the rights of the Client under Article 4.

b. Stager is solely liable to the Client for damage or loss as a result of not, not properly, or in a timely manner, complying with the Agreement, or due to an unlawful act, insofar as this damage is the result of intent, deliberate recklessness or gross negligence of Stager or third parties who Stager serves. The total liability of Stager is limited to compensation of direct damages up to the amount that is charged during the period of the last year to the Client under the Agreement.

c. Stager is not liable for indirect damages, in any form whatsoever, including consequential loss, lost profits, lost savings and damage due to business stagnation.

d. Stager is not liable for damages that are directly or indirectly the result of Tickets that have been falsified by Visitors or third parties or misuse or unauthorised use of Tickets by Visitors or third parties.

e. Stager is not liable for damages suffered by the Client that are caused by chargebacks or complaints - for whatever reason and in any form whatsoever - by Visitors. The damage resulting directly or indirectly from this is borne by the Client.

f. The liability limitations mentioned above are also stipulated for the third parties engaged by Stager, who can therefore invoke this limitation of liability.


15. Force majeure

a. Each party is entitled to dissolve the Agreement, without any obligation to pay compensation, in a situation of force majeure, where there is, among other things, a failure to fulfill the Agreement or shortcoming by one of the parties that can not be attributed to them, and is either not due to his / her fault or not attributable under the law or a legal act, or generally accepted current opinion, if this period of force majeure lasts longer than 40 days.

b. The following cases are deemed by parties to be force majeure as set out in the previous paragraph of this article:

I. in the event of failure or impediments in performance - other than as a result of intent, conscious recklessness or gross negligence on the part of Stager;

II. due to the destruction, in any way whatsoever, of servers, backups and other equipment used by Stager, as well as disruptions in telephone and internet traffic; and / or

III. in case of absence or impediments in performance on the part of Stager as a result of actions of sabotage - with or without terrorist intent - of third parties, including actions of so-called 'hackers' and / or 'crackers'.


16. Applicable law and competent courts

a. Dutch law applies exclusively to all agreements with Stager.

b. All disputes arising from the Agreement or the applicable General Terms and Conditions will be submitted to the competent court in Rotterdam.


17. Miscellaneous

a. When, in accordance with these General Terms and Conditions, Stager is compelled to make a written statement, Stager is entitled to make this announcement electronically, such as but not limited to e-mail or a notification in the System.

b. Obvious errors and / or writing errors on the website of Stager or in offers, order confirmations, Tickets and / or other documents, are not binding to Stager.

c. If one or more of the provisions of these General Terms and Conditions or any other agreement with Stager is null and void or is nullified, the other provisions of these General Terms and Conditions and / or that agreement remain in full force. Stager will replace the relevant provision by a new comparable provision to be determined by it.

d. Stager reserves the right to change the General Terms and Conditions and to declare the amended General Terms and Conditions applicable to Agreements. 


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