GENERAL TERMS AND CONDITIONS OF THE FINNISH ASSOCIATION OF PROGRAMME AGENTS AND AGENTS 2023

 

1. APPLICATION OF GENERAL PROGRAM AGENCY CONDITIONS

These general program delivery conditions (hereinafter referred to as “General Conditions”) apply to all program deliveries agreed upon between the program supplier (hereinafter referred to as “Supplier”) and the program orderer (hereinafter referred to as “Orderer”). The Supplier and Orderer are hereinafter collectively referred to as parties (“Parties”).

 

2. ENTRY INTO FORCE OF THE PROGRAM AGENCY AGREEMENT

Unless otherwise agreed in writing between the Parties, the program delivery agreement comes into force at the moment the Parties have verbally or in writing agreed on booking the program for the Orderer’s use at a specified time. In this case, the General Conditions are also followed in a verbal agreement.

 

3. SIGNIFICANCE OF WRITTEN ORDER CONFIRMATION

The purpose of the written order confirmation is to serve as documentation for both Parties of what has been verbally agreed. If the Orderer has not returned a duly signed written confirmation or other agreed written confirmation to the Supplier by the due date mentioned in the specific terms of delivery, the verbal agreement is still valid, unless it is terminated in writing, such as by email, according to the termination conditions.

 

4. TERMINATION PROCEDURE OF THE AGREEMENT

The program delivery agreement can be terminated by either party by notifying in writing, such as by email, at least thirty (30) days before the agreed program (first) performance date unless otherwise agreed in the “Other” section of the agreement.

Shorter or longer cancellation periods can be agreed in the specific terms of the agreement For the season (June-August), a ninety (90) day cancellation policy (90 days or less, cancellation fee 100%) applies, calculated from the first performance date. A cancellation fee of 25% of the total service price is applied for cancellations made less than one hundred and twenty (120) days before the cancelled order, unless otherwise agreed.

The Parties may separately agree on the use of an Escrow account and an advance payment if deemed necessary by both Parties or the Supplier. The advance payment is 50% of the total service price agreed upon without a specific agreement if the Orderer has a credit default entry. In this case, the Supplier has the right to demand a full advance payment at its discretion. The advance payment will be refunded in full if the order has to be canceled due to reasons solely attributable to the Supplier.

 

5. ANTICIPATED BREACH OF CONTRACT

If after the contract is made, the Orderer’s financial situation or ability or willingness to pay appears to be such based on delayed program performance fees or other payment defaults, that there is reason to believe that the specific agreement’s payment obligation is at risk or will not be fulfilled, the Supplier has the right to unilaterally change the payment terms, advance payment, or require sufficient and comprehensive security or terminate the contract without notice period. Before unilaterally terminating the contract, the Parties must have a conciliatory negotiation about changing the payment condition, setting security, advance
payment, and contract termination.

If the Orderer does not follow the new payment terms defined by the Supplier or provide sufficient and comprehensive security, this is interpreted as a significant breach of contract, giving the Supplier the right to withhold program delivery and the Supplier has the right to damages according to General Conditions section 11.

If after the contract is made, the Supplier’s financial situation appears to be such that there is a justified reason to believe that the specific performance obligation is at risk or will not be fulfilled, the Orderer has the right to demand reasonable security for the execution of the program delivery. If the Supplier does not provide security within a reasonable time, the Orderer has the right to unilaterally terminate the contract and the Orderer has the right to damages according to General Conditions section 11.

 

6. CONSEQUENCES OF FAILING TO COMPLY WITH PAYMENT TERMS

If the Orderer fails to fulfill its payment obligation defined in the specific terms of the agreement, the Supplier and the performing group have the right to withhold the program delivery and the Supplier has the right to damages according to General Conditions section 11. The Supplier also has the right to terminate all future program delivery agreements with the Orderer without any liability for compensation. The Supplier then has the right to full compensation for the actual expenses and costs incurred due to cancellations.

 

7. TAXES, AUTHORITY FEES, COPYRIGHT COMPENSATIONS, AND PERMITS

The Orderer is responsible, at their own expense, for ensuring that any applicable value-added tax (VAT) is paid on ticket sales revenue, as per current regulations. If the program delivery compensation is tied to ticket sales, the prices mentioned in the contract are net prices excluding VAT. No license fees, taxes, advance ticket sales commissions, or similar items can be deducted from the guaranteed compensation for program delivery.

The Orderer is responsible, at their own expense, for all copyright-related fees and notifications associated with the performance event. The Orderer is responsible for all permits required for organizing the event.

The program delivery compensation may include VAT if the Supplier has opted for VAT liability. Any applicable 10% VAT or the rate in effect at the time is specified in the contract itself.

 

8. SAFETY AND LIABILITY FOR DAMAGES

The Orderer is responsible for the safety of the entire event. The Orderer is liable for any damages that may occur to the audience and their property at the venue. The Orderer is obliged to insure its operations adequately and comprehensively against the aforementioned
damages.

The Orderer is fully liable for damages caused to the Supplier or individuals in the performance group or their property from the time the transport vehicle is unloaded until it is reloaded, except in cases where the performance group has acted intentionally or with gross negligence regarding the damage. The Supplier must ensure that the equipment brought by the performance group for use in the performance is insured with a standard policy.

For damages to the equipment brought by the performance group, the Orderer’s liability is limited to the deductible of the insurance. The aforementioned limitation of liability does not apply if the Orderer causes damage through gross negligence, intentionally, through illegal actions, or by violating the General Conditions.

The performer is liable for damages they cause to themselves and their equipment and for the loss of equipment due to their negligence. The Supplier is only liable for damages caused intentionally or through gross negligence during the performance. In such cases, the Orderer may withhold the performance compensation.

The Orderer is responsible for ensuring that no toxic or otherwise harmful chemical substances, smokes, or compounds, such as those causing respiratory problems, impaired vision, slippery floor surfaces, etc., are used at or near the performance venue. The Orderer must also ensure that the performers’ premises are free from harmful microbes like mold or other substances or compounds that could cause health hazards to performers, as specified in the occupational safety law. The performer has the right to refuse to perform if the premises do not meet these conditions or are not safe. In such cases, the Supplier is still entitled to the compensation agreed upon in the specific terms. The Orderer is responsible for adequate security at the event. If disturbances are observed and not promptly corrected by the Orderer, the performer has the right to stop their performance or refuse to perform altogether. If the performer causes disturbances or incites them, the Orderer has the right to stop the performance. In such cases, the other Party is still entitled to the compensation agreed upon in the specific terms or, conversely, to its reimbursement in full. Both Parties must cooperate and promptly seek to resolve any problems so that the performance can be executed.

In addition to these conditions, as an essential part of this Agreement, the Orderer commits to the ethical guidelines currently in force by the Finnish Program Agencies and Agents Association, as presented on the website of the Finnish Program Agencies and Agents Association. Intentional or significant violation of the ethical guidelines always constitutes an immediate ground for termination of the contract and entitles the other Party to demand damages according to section 11 of the General Conditions or in full regardless of possible limitations on the amount of compensation.

If the performance venue does not meet the standard safety level of the industry, the performer has the right to refuse to perform. The Orderer has the right to promptly make the event venue safe and to request a reasonable delay of the performance time if there is no obstacle such as the performer’s next performance elsewhere. The Orderer has the right to remove members of the performer’s crew from the performance area and other spaces if they are verifiably causing significant disturbances.

 

9. THE ORDERER’S POSITION RELATIVE TO THE MEMBERS OF THE PERFORMANCE GROUP

Members of the performance group are not in an employment relationship with the Orderer. The Orderer does not have employer’s authority over them. The Supplier ensures that under no circumstances will the Orderer be liable for the performance group’s advance tax deductions or other employer’s payment obligations related to the employment relationship.

Under no circumstances can the Orderer refer to matters related to the content of the performer’s artistic performance.

 

10. MONITORING OF PERFORMANCE COMPENSATIONS TIED TO TICKET SALES

If the event’s program delivery compensation is tied to ticket sales revenues, the Orderer shall securely maintain the VAT-exempt portion of the event’s ticket revenue on behalf of both the Orderer and the Supplier until the time of payment. Any complimentary tickets or passes provided by the Orderer will be exchanged for admission tickets at the Orderer’s expense unless otherwise agreed in the specific terms of the contract.

If the price to be paid for the program delivery is tied to the event’s ticket sales revenues, the Supplier has the right to monitor ticket sales in the manner and to the extent it deems best. In a commission-based compensation structure, the performer’s guest list is deducted from ticket sales if it exceeds ten (10) tickets unless otherwise agreed.

 

11. DAMAGES

General Basis for Damages

If program delivery is prevented after the termination notice period specified in section 4 for reasons other than those considered force majeure under section 12, the amount of damages shall be determined as follows: The upper limit for damages arising from breaches of contract is the VAT-exempt price agreed in the specific program delivery contract at the time or, if the program delivery is tied to the event’s ticket sales revenues, the current standard price of the said program delivery. The amount of compensation must be based on actual damages.

Damages for defamation and lost ticket revenues are not compensable.

Delay

If the performance group is significantly delayed for reasons other than force majeure, causing a delay in the program but not its cancellation, damages will be determined as follows:

If the start of the performance is delayed more than 30 minutes from the agreed program due to reasons attributable to the performer, which are not considered force majeure, and consequently falls below the minimum performance obligation agreed in the specific contract, the Orderer’s payment obligation decreases by as many percentage points of the agreed price as the portion of the program that was not presented would have been of the agreed minimum performance obligation. The Orderer should also, as far as possible, contribute by all available means to ensure that the minimum performance obligation is fulfilled.

Complaints

Any error notifications and claims for damages must be submitted in writing within seven (7) days of the performance, the occurrence of the damage, or the discovery of the damage. If the Orderer wishes to complain about a delay, this must be done before the start of the performance. If an error notification and claim for damages are not submitted on time, this results in a loss of the right to speak and the right to take action in the matter, except for large festivals.

For clarity, it is stated that the total value of the program delivery contract mentioned above refers to direct costs.

 

12. FORCE MAJEURE

The following conditions can be considered force majeure preventing the execution of the program
delivery:

A. General force majeure cases, such as war, legal and illegal strikes, labor action, natural disasters, unforeseen interruption of transportation, telecommunications, and energy distribution, epidemic and pandemic, orders from authorities independent of the parties, and other similar reasons.

B. Illness of a member of the performance group, for which a confidential medical certificate indicating the period of incapacity to work must be provided to the Orderer as evidence.

C. Accidents and vehicle breakdowns in cases where obtaining a replacement vehicle proves to be very difficult or equipment necessary for the performance is damaged and cannot reasonably be repaired or replaced before the start of the performance.

Notification of force majeure must be made immediately to the other Party. When it comes to force majeure, neither Party has any financial or performance obligations towards each other to the extent that force majeure prevents the performance according to the contract.

If the performance is prevented due to the Orderer’s actions or neglect resulting in government intervention, the Orderer is nevertheless obligated to compensate the agreed fee according to the program delivery contract. Such instances include, for example, disturbances, failure to comply with permit conditions, neglect of government or copyright fees, and other similar reasons.

 

13. AUDIO AND VIDEO RECORDING OF THE PERFORMANCE

The copyrights of the performance are exclusively held by the performers, and therefore, the performance may not be audio or video recorded without a prior agreement with the performers. The Orderer is responsible for ensuring that the performance is not recorded, filmed, or otherwise captured without the consent of the performers. The Orderer must actively inform about the prohibition of recording and effectively monitor that no recording devices are brought into the performance area and that no recording devices are used for recording within the performance space. If inappropriate recording is observed during the event and the Orderer does not intervene, the performer has the right to refuse to perform or to stop an already started performance, yet the Supplier is entitled to the full fee. For clarity, it is stated that, for example, at festivals, it is not reasonable to expect that no one from the audience would record the performance. The Orderer must prevent professional filming, recording, and capturing unless specifically agreed otherwise.

 

14. PROMOTION OF PRODUCTS AND IDEAS

The Orderer must declare the nature of the event and the products and ideas primarily promoted at the event before making a verbal agreement. The obligation to declare does not apply to the usual sale of products at the venue, such as food and beverages. The Supplier must declare the products and ideas that the program or performer may potentially promote before making a verbal agreement. Otherwise, the Parties can rely on the event not being intended to promote the sale of any product or idea.

If the declarations have been made demonstrably at the time of the verbal agreement and are not specifically addressed, the promotion of the declared products and ideas at the event is considered accepted.

The performer has the right to sell their artist merchandise at the event. For such product sales, the Orderer must provide a suitable space.

 

15. USE OF THE PERFORMANCE GROUP’S EQUIPMENT

Equipment brought to the event by the performance group may not be used by others without the explicit prior consent of the performers.

 

16. OTHER TERMS

At the time of contract creation, the parties have reviewed the key “rider” terms (hospitality and technical), and these are considered part of the agreement between the parties. If a party deviates significantly from what was agreed, it must be notified and agreed upon between the parties without delay once the change is known. The full content of the rider must be presented before the start of the termination period.

The Orderer and the Supplier must have representatives at the performance venue who have the authority to make binding agreements on behalf of the entities they represent related to the performance. The agreement between the parties can only be modified in writing.

The Orderer is aware of their obligations under the contractor’s liability law and the occupational safety and health law.

 

17. APPLICABLE LAW AND JURISDICTION

The contractual relationship between the parties shall be exclusively governed by Finnish law, excluding any choice of law and reference rules that would lead to the application of the law of another country. Any disputes should always be attempted to be resolved through amicable negotiations between the parties. If such negotiations do not lead to a resolution, disputes arising from the contract shall be settled in the district court of the Supplier’s domicile.

 

18. SIGNING AUTHORITY

Upon request, the Orderer must attach to the signed contract a trade or association register excerpt showing signing rights, and if necessary, additional clarification of the signing authority. If the contract has been signed by someone without the appropriate authority, the Supplier may either hold that individual personally responsible for the obligations and liability of the contract, terminate the contract without adhering to the termination periods, and claim damages according to section 11 of the General Conditions.

 

 

ETHICAL GUIDELINES OF SOA

Ethical guidelines for SOA member companies and as part of the general program delivery terms.

 

1. Right to Equal and Fair Treatment

Everyone has the responsibility in their work and business to ensure that everyone has the same rights to be considered, heard, and participate in work equally and fairly. We do not accept any form of discrimination, racism, harassment, or other inappropriate behavior that offends others. Every person in the industry is equal and deserves equal treatment, regardless of their age, origin, nationality, language, religion, belief, opinion, political activity, union activity, family relations, health condition, disability, sexual orientation, and gender.

 

2. Duty to Behave Professionally

Everyone working in the industry and every operating company and entrepreneur has the right to be treated professionally and the duty to behave professionally. We, as SOA members, always treat our customers, artists, partners, stakeholders, and competitors with respect, accept feedback for improving our operations, and respect different opinions.

 

3. Refusal of Dishonest Cooperation and Striving for Transparency

We do not conduct business with individuals (who actually exercise control in the company) and the companies they represent that have been banned from conducting business. In all our activities, we strive for as open communication as possible, using real terms and providing information based on the principle of openness, making it easy and pleasant to work with us and to be trusted.

 

4. A Safe Industry is Our Goal

Every person working in the industry has the right to safe work and a safe work environment. We always strive in our activities to create a working environment where safety is considered as far as is reasonable and practical, taking into account the obligatory occupational safety regulations and requirements.

We actively and constructively address and intervene in safety deficiencies observed in events and other work environments and always stop work that threatens the life or health of a worker or others.

SOA provides its member companies, their staff, and artists with a public Whistle Blowing reporting channel (misuse and risk reporting form) whenever possible. The channel can be found on SOA’s website. The purpose of the channel is to bring development targets in the industry to the attention of SOA’s board so that the industry can be developed and operational methods improved.

We commit to complying with regulations and international agreements binding on Finland regarding working conditions, employment terms, human trafficking, and the use of child labor.

 

5. Corruption

An SOA member, its staff, or subcontractor does not engage in activities where bribes or unlawful payments or benefits are offered to promote business. In all situations where there is a suspicion of a conflict of interest, it is necessary to discuss with the company’s CEO or senior management. SOA members do not accept or give gifts or other benefits that exceed the level of customary hospitality or sales promotion. All gifts and benefits must comply with the current guidelines of the tax authorities.

 

6. Competitors and Competition

We respect our competitors and do not provide false or misleading information about them. The exchange of artists between agencies is a normal part of business operations. Honest competition in the industry is in the interest of the entire sector. We adhere to national and EU competition legislation in all our activities. We do not share pricing information nor discuss pricing or other business-critical topics that are prohibited by competition law and that limit competition with our competitors. We also do not divide markets or otherwise limit competition in a manner that violates competition law.

 

7. Environment

In our operations, we comply with mandatory environmental regulations and directives and take into account environmental friendliness, the principle of sustainable development, and energy efficiency in our operations and choices.

 

8. Accuracy of Information

We always strive to ensure that the information we use and share is correct and verified. Every member of SOA commits to providing accurate information and not knowingly providing misleading or incorrect information. We do not fraudulently alter our invoices, nor do we write false certificates or documents contrary to the facts.

 

9. Sanctions

An SOA member who fails to adhere to these ethical guidelines can be expelled from SOA membership by the decision of the association’s board, following the association’s statutes and the law on associations. A member who violates the rules must be given a written warning about the breach and the opportunity to correct their actions contrary to these guidelines before expulsion, unless the violation is irreparable or so significant that it is reasonable no longer to expect the membership to continue. The expulsion can also apply to a subsidiary that is a member of SOA if the parent or sister company does not comply with these ethical rules. The decision of expulsion is public.