The following general terms and conditions apply to assignments performed by Taitokaari Oy or a company belonging to the same group (“TK”) for a customer or jointly with a partner (“Customer”). The assignment letter or agreement together with these terms and conditions constitute a contractual entity.
1. TK’s obligations
TK shall perform the Activities or activities described in the assignment confirmation letter or agreement (hereinafter referred to as the “Activities”). The activities shall be performed with appropriate professional skill and care required by the scope of the assignment or agreement.
2. Obligations of the parties
2a Customer’s obligations
The Customer undertakes to use the Activities only for the purpose stated in the assignment confirmation letter or agreement.
The work is based on the information provided to TK. The Customer is obliged to provide complete, accurate and timely information. The work is based on the assumption that such information is accurate and not misleading.
The Customer is obliged to cooperate with TK and to follow the instructions received from TK.
The Customer confirms that it has the permits and registrations that may be required for the Activities or the notifications and payments that may be required by the authorities have been made, including, among other things, any TEOSTO and other similar payments and advance payments and other payments that are part of the employer’s obligations for the workforce used.
The Customer is obliged to comply with the legislation and other regulations applicable to it and the Activities and, if necessary, to maintain its own permits, notification obligations and trade register, VAT or other registrations that may be required for the Activities. If the Activities involve payments made by the Customer, investments or other payments, the Customer undertakes to comply with the payment terms below.
In the course of performing the Services, TK may provide oral comments, drafts of written reports or models. However, these are unfinished pieces of work and not final work results, and therefore TK has no contractual liability or general duty of care regarding them.
The Customer is responsible for any unavoidable inconveniences and damages that may arise from the Activities. The Customer is liable to TK for damages that result from errors and omissions made by the Customer. Upon discovering any impending or already incurred damage, the Customer must notify TK of this without undue delay and do everything in its power to avoid further damage.
2b Delays and interruptions
The Activities must be performed in a high-quality manner without delay. The Customer must determine a schedule together with TK. If additional time is needed to perform the Activities, the Customer must grant an extension of the schedule and compensate TK for the costs of the additional activities. If the Activities are nevertheless delayed for reasons attributable to the Customer, TK is entitled to a contractual penalty of 0.2% for each additional working day, unless otherwise agreed. TK has the same right to a contractual penalty if the Activities are interrupted for reasons attributable to the Customer.
If the delay is due to TK, TK is obliged to pay the Customer the contractual penalty mentioned above, but for a maximum of 50 working days. TK is not obliged to pay any other compensation. However, the compensation to be paid by TK on the basis of the agreement or assignment may not exceed the amount paid by TK on the basis of the agreement or assignment by the time of the breach.
If the delay or interruption is not due to the parties, the Customer is obliged to grant TK an extension to the schedule and to compensate TK for salary costs for a maximum of 50 working days. If the reason is force majeure, no compensation shall be paid.
If a party wishes to cancel a partial activity, presentation, etc. related to the assignment or agreement for any other reason, the cancellation must be made at least fourteen (14) days in advance, so that the party is released from paying for the activity in question, unless otherwise agreed. If the cancellation is made after this period, the canceling party must pay 50% of the fee for the service in question, unless otherwise agreed.
2c Complaints
TK agrees with the Customer on which party will handle any complaints. Unless otherwise agreed, the Customer is obliged to handle them, taking into account the information provided below.
3. Confidentiality and related matters
TK treats all information about its customers and partners as confidential.
TK has the right to disclose such information to subcontractors, partners, insurers and legal advisors, provided that they undertake to keep the information confidential. Information may also be disclosed if specifically required by law. TK complies with the current regulations on data protection regarding all personal data obtained in connection with the services, so that the information remains confidential and protected.
TK complies with the Act on the Prevention and Suppression of Money Laundering (68/1998) and notifies the Financial Intelligence Unit if TK’s representatives or employees determine or suspect that someone has been involved in money laundering or terrorist financing.
The customer undertakes to maintain confidentiality. The customer shall consider all information received confidential and shall not use it for their own or third party purposes. The customer is equally responsible for ensuring that their employees, subcontractors and experts maintain confidentiality and do not use the information received for any purpose other than the agreed upon.
4. Electronic communications
Electronic communication involves many security risks, from which methods and systems cannot completely protect. The parties undertake to maintain and use economically appropriate methods available on the market to combat the most common viruses known at any given time in electronic communications.
However, the parties agree to use electronic communications on a par with other written communications. The parties are responsible for protecting their own systems and interests in electronic communications. The parties and their representatives and employees are not liable, under contract, under a general duty of care or on any other basis, for errors, damages, inconveniences, losses or omissions resulting from the fact that a message is intercepted, corrupted, lost, destroyed or arrives late, incomplete or incorrect, or that the electronic communication contains other security risks.
The parties may establish (or TK grants the right to use its own equivalent) a shared network drive on which all materials are stored in accordance with TK’s instructions.
5. Fees
A fee may have been agreed upon for TK or for other investment or payment to TK or to a company or fund managed by it. In such cases, the commission letter or contract must agree on the charges included in the fee or the basis for the performance.
The applicable value-added tax, travel costs and other direct costs incurred in handling the commission, as well as official fees, shall be added to the fee.
The details of the fee and/or investment or other payment shall be agreed upon in writing. The payment term is 14 days net from the date of the invoice, unless otherwise agreed. Late payment interest shall be paid on the overdue receivable for the period between the due date and the payment date, which is the reference interest rate confirmed by the Ministry of Finance increased by seven (7) percentage points, unless otherwise agreed.
6. Amendments
Either party may propose amendments to the Activities. Amendments must be agreed in writing and are subject to the Agreement and these General Terms and Conditions.
7. Limitation of Liability
TK is not liable for damage resulting from a reduction or interruption in production or turnover or other loss of income, or for profit that has not been received, or for any other similar, difficult to foresee or other indirect damage.
The limitation or limitation of liability is valid for each party causing the damage only if:
- the damage was not caused intentionally and is not due to gross negligence,
- the limitation or restriction of liability is possible by law and
- the damage was not caused by a punishable act.
This section does not extend the legal rights of the parties.
The Customer must prove that TK acted or failed to act due to negligence.
A claim for damages based on contract, general duty of care or otherwise must be brought no later than two (2) years from the earlier of:
- date of delivery of the performance or
- date of the invoice.
TK is not liable under the contract, under a general duty of care or otherwise
- for compensation for indirect damages such as lost income or profits,
- for damages that were unforeseeable at the time of delivery of the performance, or
- for direct damages to the extent that they exceed the amount corresponding to the amount of fees paid to TK under the terms of the contract.
In the event of liability for damages, the Customer must allow TK to provide appropriate additional measures intended to prevent or limit the damage and for which no separate charge will be made, unless otherwise agreed.
8. Third parties
TK voi käyttää Toimissa alihankkijoita, jolloin viittaus TK:n henkilöstöön pitää sisällään myös alihankkijan henkilöstön.
If TK relies on the work of third parties used by the Client, TK is not responsible under any circumstances for the quality or content of such work.
The report or other work relating to the Activities provided by TK to the Client may not be provided to third parties without TK’s written consent. TK is not liable for damages or otherwise to any third party who has received TK’s performance.
9. Other terms
9.1. Information
The parties are obliged to keep each other informed of the progress of the Tomie. In order to maintain communication between the parties, joint negotiations shall be arranged at the request of either party, of which a memorandum shall be drawn up or a protocol shall be signed at the request of either party. The party shall immediately inform the other party if there is a need for new clarifications, additional actions, etc.
Press, personnel and other releases shall be decided by TK after first consulting with the Customer.
If necessary, the parties shall draw up a plan for managing reputational risks and crisis situations, specifying who is responsible for information and other matters related to crisis management.
9.2. Rights to materials
TK has intellectual property rights (including unlimited copyrights) to its own working papers, reports and other deliverables and those prepared for the benefit of the Client. TK has the right, without any obligation to report, to use the tables, databases, systems and techniques, methods, ideas, thoughts and expertise created during the execution of the assignment also in other client relationships without disclosing confidential client information.
Upon termination of the assignment or contract, TK has the right to retain at least one copy of all documents and recordings as well as other documentation.
9.3. Conflict situations
If the confirmation letter or contract of the assignment and these general terms and conditions conflict, the letter of assignment or contract shall prevail.
In the event of a conflict between documents, the Finnish document shall prevail over the translation.
9.4. Uncontrollable Circumstances
Either party shall not be liable to the other party if the performance of its obligations is prevented by circumstances beyond its reasonable control.
9.5. Assignment
Neither party shall have the right to assign or otherwise seek to negotiate any of its rights and obligations under these Terms and Conditions, the Assignment or the Agreement without the prior written consent of the other party. However, each party may assign its rights and obligations to a person who is entitled to take over the relevant business or part thereof.
9.6. Validity of the Agreement
A party has the right to terminate the assignment letter or agreement if the project concerning the Activities is cancelled due to war, a state of emergency or other exceptional circumstances. The right to terminate also applies when the Activities may not be performed due to a change in legislation or if the party goes bankrupt or its operations are terminated. In the event of termination, the activities performed by the parties shall be null and void, with the exception of fees for work already performed.
Unless otherwise agreed, the assignment or agreement shall be valid until the Activities referred to therein have been demonstrably completed or until the party delivers a written termination of the assignment or agreement to the other party, which must be delivered at least three (3) months before the termination. In such a case, however, both parties must nevertheless complete the unfinished Activities or their parts and pay any previously agreed and/or overdue payments to TK.
9.7. Dispute Resolution
The agreement, the assignment and these general terms and conditions shall be governed by Finnish law and any disputes arising from them shall be resolved by a single-member arbitration in Helsinki. The arbitration shall be conducted in accordance with the rules of the Arbitration Board of the Central Chamber of Commerce. The language of the arbitration shall be Finnish, unless the parties agree that the proceedings shall be conducted partly or entirely in English.
If a dispute arises from the collection of a commission related to the assignment, the dispute may also be submitted to the Helsinki District Court for resolution.
If a dispute concerning the sales agreement cannot be resolved through negotiations between the parties, the consumer may also or alternatively submit the matter to the Consumer Disputes Board (www.kuluttajariita.fi).
Before submitting the matter to the Consumer Disputes Board, the consumer must contact the Consumer Advice Service of the Finnish Register of Deputies (www.kuluttajaneuvonta.fi).
