General terms and conditions of service and delivery
This Appendix describes the general terms and conditions of service and delivery between Luova arvotoimisto Trust Oy and the Client. The contracting parties are hereinafter referred to separately as “Trust” and “the Client” and collectively as “the Contracting Parties”. In these terms and conditions, “Trust” also refers to its subsidiaries and affiliated companies (Trust Creative Society Oy and Celain Oy). The terms and conditions shall apply to all assignments contracted or carried out as project-priced work between Trust and the Client (hereinafter referred to as “Assignment” or “Contract”). Neither Contracting Party may transfer the Contract or any part thereof to any third contracting party without the written consent of the other Contracting Party. If the Contract or its terms and conditions are amended or updated, this shall be agreed on in writing.
The terms and conditions of service and delivery for the WP server space services provided by Trust are presented in Appendix to these terms and conditions.
1. TRUST’S OBLIGATIONS
1.1 Trust shall ensure that the work and activities for which it is responsible are carried out as agreed, carefully and with the professional skill required for the task.
1.2 Trust agrees to follow the Client’s instructions and orders in regard to carrying out Assignments and to otherwise act in the Client’s best interest while carrying out Assignments.
2. THE CLIENT’S OBLIGATIONS
2.1 The Client shall give Trust sufficient, relevant and accurate information for carrying out the Assignment. The Client shall be responsible for the information and instructions it gives to Trust and for ensuring that they are sufficient for carrying out the work.
3. CARRYING OUT ASSIGNMENTS
3.1 Assignments shall be carried out according to the agreed-on schedule, carefully and using professional personnel.
3.2 Trust may use subcontractors to carry out Assignments. In such cases, Trust shall be liable for the quality of its subcontractors’ work as for its own. Trust shall not be liable for subcontractors’ work in regard to deliveries, transports or any third parties used by them.
3.3 An Assignment shall be considered as having been carried out once it has been completed according to the Assignment Contract or when Trust states that it has completed it or when the Client has received and accepted the Assignment.
3.4 In case of Assignments where the work involves the approval of drafts by the Client, the price shall include two rounds of drafts. If more rounds of drafts are needed or if the Client changes the Assignment during work, the extra work shall be invoiced in accordance with the general or agreed-on price list.
3.5 The Client shall submit any complaints regarding the Assignment immediately after detecting a cause for complaint. Complaints shall be submitted in writing; however, no later than fourteen (14) days after the completion of the Assignment. The Assignment shall be considered as having been finally accepted if the Client fails to make a written complaint within the said period of fourteen (14) days.
4.1 The Contracting Parties shall agree in writing on the price, pricing and price changes of the product or service delivered. In so far as the Contracting Parties have not agreed otherwise in writing regarding the price, pricing and price changes of the product or service delivered, the terms and conditions provided in Sections 4.2–4.5 shall apply.
4.2 If a price for a product or service has not been agreed on in a Contract or otherwise, the price laid down in Trust’s price list valid at the time of ordering shall apply in regard to the product or service.
4.3 Trust is entitled to change the regular payment for a product or service by informing the Client of the change and grounds for the change in writing no less than 90 days before its entry into force. In such cases, the Client is entitled to terminate the Contract in regard to said product or service to end on the date of the price change’s entry into force by informing Trust in writing no less than 30 days before the change’s entry into force. In such cases, the Client is entitled to also simultaneously terminate the said Contract in regard to any other products and services that the Client, due to the aforementioned termination, shall no longer be able to essentially utilise. A price change shall not affect the fees of any invoicing periods that have started before its entry into force.
4.4 Prices shall include all public payments valid on the day the Contract is signed with the exception of value-added tax. Value-added tax shall be added to prices in accordance with the regulations valid at the time.
4.5 Trust is entitled to charge separately normal and reasonable travel and accommodation costs and per diem allowances. The supplier is also entitled to charge separately half of the agreed-on hourly rate for the travel time of any return trips in excess of 60 km required for the service. If the return trip is not in excess of 60 km, travel time shall not be charged for. Other travel arrangements shall be separately agreed on.
5. INVOICING AND TERMS OF PAYMENT
5.1 The Contracting Parties shall agree in writing on the compensation to be paid for carrying out the Assignment.
5.2 Invoicing shall take place after the completion of an Assignment accepted by the Client. In project-priced work, shares specified in advance may be invoiced at the beginning of the project and after its completion. The itemisation of invoices shall be work- and Assignment-specific.
5.3 Subcontractors shall invoice their reimbursement, including transport costs, directly to the Client. If Trust invoices subcontracted work or products, a 10% middleman invoicing fee shall be added to the invoice. The middleman invoicing fee for subcontract work shall always be agreed on separately on a case-by-case basis.
5.4 Trust is entitled to invoice products once they have been delivered and services after they have been carried out. However, Trust is entitled to invoice regular payments or other serially invoiced fees in accordance with invoicing periods agreed on in advance in writing or, if the invoicing periods have not been agreed on in writing, in advance on a monthly basis. If the Contracting Parties have agreed on an approval procedure for a delivery or part thereof, however, Trust shall invoice time-based fees on a monthly basis in arrears and other delivery-based fees after the acceptance of the delivery or part thereof.
5.5 The term of payment shall be fourteen (14) days from the invoice date. The interest on arrears shall be in accordance with the Interest Act (633/1982).
6. RIGHTS TO MATERIALS
6.1 The Client shall receive proprietary rights to all advertising materials and records prepared for the Assignment after paying the full payment for them. The rights of the Client shall apply to the final materials of the completed work but shall not apply to work files, incomplete works or various parts of development stages. The Client shall receive full copyright to all accepted and paid-for final materials prepared by Trust for the Client. The Client undertakes to respect the moral rights of the maker.
6.2 Upon agreement, Trust shall obtain for the Client all copyrights, permits and consents connected to the Assignment that belong to third parties. Trust shall inform the Client of any restrictions on right of use imposed by third parties.
7. RIGHTS TO REFERENCES
7.1 Trust is allowed to sign the Client’s advertising and use materials intended for the Client’s public distribution for its own purposes for Trust’s commercial reference purposes. If the Client does not wish specific materials to be used as references, this must be specified separately.
8. STORAGE OF MATERIAL, AND DATA PROTECTION
8.1 Trust shall take good care of the Client’s property in its possession and shall take care of the storage of original copies and copying materials throughout the contract period.
8.2 Trust is entitled to process personal data only in accordance with the Contract and the written consents given by the Client. Trust shall process personal data in accordance with the good practice required by the law and data protection regulations. The Supplier shall carry out the agreed-on technical and organisational measures. The Client shall be a data controller as referred to in the Personal Data Act and the General Data Protection Regulation (EU 2016/679). In the processing of the Client’s personal data, Trust shall be a data processor as referred to in the Personal Data Act and the General Data Protection Regulation.
8.3 The Client gives Trust a general permission to use the services of another data processor. Trust shall inform the Client of any planned changes related to adding or changing other data processors and thus give the Client an opportunity to object to such changes. If the Client fails to object in writing to the addition or changing of data processors within 14 days of a written notice sent by Trust, the Client shall be considered as having consented to the change.
9.1 The Contracting Parties undertake to keep confidential any information on each other’s business secrets they obtain in conjunction with carrying out the Contract or Assignment. Confidential information refers to any information marked as such and any information that the Contracting Party should have understood to be confidential based on its context. However, the confidentiality obligation shall not apply to material or information that is generally available or otherwise public or which the Contracting Party has received from a third party without a confidentiality obligation. The confidentiality obligation shall also not apply to material or information that the receiving Contracting Party has developed independently without utilising material or information received from the other Contracting Party.
9.2 The Contracting Parties are entitled to utilise the professional skill and experience acquired or gained while carrying out the Contract or Assignment.
9.3 The rights and obligations connected to this Section 8 of the terms and conditions shall apply even after the termination of the Contract or Assignment.
10.1 The Contracting Parties shall adhere to valid law and good trading practice as well as the advertising rules of the International Chamber of Commerce approved in Finland.
10.2 The Client shall be liable for the accuracy of the information it gives to Trust. Trust shall be liable for ensuring that the marketing it designs adheres to law and the standards of public decency.
11.1 Unless otherwise agreed on in writing, a Contracting Party is entitled to have its tasks under the Contract carried out by a subcontractor. The Contracting Party shall, at the request of the other Contracting Party, provide necessary information about its subcontractors that carry out tasks related to the object of the delivery.
11.2 The Contracting Party shall be responsible for ensuring that its subcontractor complies, for its part, with the obligations specified for the Contracting Party. The Contracting Party shall be liable for its subcontractors’ activities as for its own.
11.3 The Contracting Party undertakes, for its part, to assist in ensuring that its subcontractors cooperate with the subcontractors of the other Contracting Party in tasks related to the object of the delivery, where necessary.
12. FORCE MAJEURE
12.1 A Contracting Party shall not be liable for any delay or damage caused by an obstacle beyond its control, which the Contracting Party cannot be reasonably expected to have taken into account at the time of concluding the Contract and the consequences of which the Contracting Party could also not have reasonably avoided or overcome.
12.2 A force majeure situation experienced by a Contracting Party’s subcontractor shall also be considered as a force majeure situation experienced by the Contracting Party if the performance that is the object of the subcontracting cannot be done or acquired elsewhere without unreasonable cost or substantial delay.
12.3 The Contracting Party shall inform the other Contracting Party of the force majeure situation and its cessation without delay in writing.
13. DAMAGES AND LIMITATION OF LIABILITY
13.1 A Contracting Party shall be liable to the other Contracting Party for any direct damage it causes through breach of the Contract or the terms and conditions. Neither Contracting Party shall be liable for any indirect or consequential damage it causes to the other Contracting Party. The destruction, loss or alteration of data or files as well as the resulting damage and cost, such as the cost of recreating files, shall also be considered as consequential damage.
13.2 Trust shall, however, be liable for consequential damage if the damage is caused intentionally or through gross negligence.
13.3 As regards all damage, the liability of the Contracting Parties for damage based on an Assignment shall be limited to the total amount of the payments made to Trust based on the Assignment in question.
13.4 Neither Contracting Party shall be liable for any delay or damage caused by an obstacle beyond its control, which the Contracting Party cannot be reasonably expected to have taken into account at the time of concluding the Contract and the consequences of which it could also not have reasonably avoided.
14. APPLICABLE LAW, AND RESOLUTION OF DISPUTES
14.1 This Contract is subject to Finnish law.
14.2 Any disputes related to the Contract shall be primarily resolved through mutual negotiations between the Contracting Parties. If the negotiations do not result in a settlement that satisfies both Contracting Parties within thirty (30) days of a written notice of initiating negotiations being issued by one Contracting Party to the other Contracting Party, the dispute shall be settled in arbitration with one (1) arbitrator in accordance with the rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitrator shall be designated by the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall take place in Tampere, and its language shall be Finnish.
15. OTHER TERMS AND CONDITIONS
15.1 The Contracting Parties are not entitled to transfer the Contract or part thereof without the written consent of the other Contracting Party. However, such consent shall not be denied without a justified reason if the transferee agrees in writing to comply with the terms and conditions of the Contract and if the transfer is to a party in the same group, as referred to in the Accounting Act, or during a transfer of business.
15.2 Trust is entitled to transfer its claims arising from the Contract to a third party by notifying the Client of the transfer in writing.
15.3 All changes or additions to the Contract or the terms and conditions shall be agreed on in writing in order to be valid.
15.4 If special terms and conditions related to Trust Oppiminen or the WP server service are applied to the contractual relationship and the special terms and conditions are in conflict with these general terms and conditions, the said special terms and conditions shall be applied.
APPENDIX: Terms and conditions of service and delivery for WP server space services
The Client may obtain the WP server space service through Trust. The server space and server maintenance shall be supplied by Seravo Oy, a high-quality Finnish company specialised in WordPress site servers.
This Appendix describes the terms and conditions of the WP server space service between Luova arvotoimisto Trust Oy and the Client. The contracting parties are hereinafter referred to separately as “Trust” and “the Client” and collectively as “the Contracting Parties”. If the Contract or its terms and conditions are amended or updated, this shall be agreed on in writing.
1.1. By ordering a service from the supplier, the Client accepts these terms and conditions. The terms and conditions shall be valid starting from 1 January 2018 and shall replace any previous terms and conditions.
1.2. The service shall also be subject to Trust’s general terms and conditions of service and delivery (“General Terms and Conditions”). If these terms and conditions are in conflict with the General Terms and Conditions, these terms and conditions of service and delivery for the WP server space services shall be applied. Consumer customers shall also be subject to the provisions of the Consumer Protection Act.
2. Delivery and acceptance of service
2.1. The Client shall order its selected level of server space service from Seravo Oy through Trust.
2.2. Trust shall notify in advance of any material changes to the service. If it is not possible to notify in advance, the supplier shall notify as soon as possible.
2.3. Delivery of the service shall be considered as having been accepted when the Client notifies so or when the Client pays an invoice related to the service. Delivery of the service shall also be considered as having been accepted if the Client fails to accept the delivery within 14 days of Trust’s notification yet also fails to submit a complaint.
2.4. Provisions on accepting and ordering the service are also provided in Seravo Oy’s terms of delivery.
3. The Client’s obligations
3.1. The Client shall familiarise itself with Trust’s notifications related to server services that are delivered to the Client to the contact information stated by the Client. The Client shall inform Trust of any changes to its contact information.
3.3. The Client shall be responsible for ensuring the safe use and safekeeping of its usernames and passwords as well as the use of sufficiently random passwords and changing passwords regularly.
3.4. The Client shall be responsible for all the content on its computers and the content thereby imported to Trust’s service such as to ensure that the content or its manner of use do not violate copyright, data protection or other legislation related to the processing or distribution of data.
3.5. The Client undertakes to use the server services such as to ensure that its activities are not contrary to the law, regulations or the standards of public decency and do not harm others.
3.6. If a third party claims damages from Trust for reasons attributable to the Client, the Client shall be liable for the damages.
3.7. The terms and conditions applied by the server service supplier (Seravo Oy) may result in further obligations for the Client.
4. Fees and invoicing
4.1. The Client shall pay Trust a fee for the service in accordance with the price list or a fee specified Client-specifically in writing in the order confirmation. The Client shall pay the value-added tax and other fees under public law. The term of payment shall be fourteen (14) days from the invoice date, and interest on arrears shall be in accordance with the Interest Act (633/1982). The service shall be invoiced by Celain Oy, a Trust group company. Trust is entitled to transfer its claims arising from the Contract to a third party.
4.2. The invoicing period of the server service contract shall be either 3 months, 6 months, 12 months or another period agreed on upon ordering. Invoicing shall be done in advance. The Contract shall be valid until further notice with a period of notice of three (3) months.
4.3. Remitted payments shall not be refunded. If the Client wants to raise the level of service or capacity, the previously paid fees shall be deducted from the fees of the more expensive service. If the Client wants a lower level of service, the lower price shall enter into force on the changing of the invoicing period.
4.4. Trust is entitled to change its price list, and the new prices shall be applied to all new orders starting from the moment that the change is made and to existing orders starting from the changing of the contract period.
4.5. If there are changes to taxes or official fees, Trust may change its price list accordingly without any time restrictions.
4.6. Trust shall not compensate for consequential or indirect damage or the Client’s loss of working time or earnings.
5. Contract period
5.1. The contract period shall be the same as the invoicing period. The contract period shall continue automatically at the changing of the invoicing period with a time period corresponding to the invoicing period.
5.2. If the Client wants to terminate its contract period prematurely, Trust may, at its discretion, terminate the Contract before the end of the contract period. In such cases, however, the service fees paid for the contract period shall not be refunded.
5.3. Trust is entitled to exercise its right of retention by refusing to release or transfer the Client’s data, domain or other data or identifiers related to controlling the service if the Client fails to pay its fees as per the Contract or to fulfil its other contractual obligations towards Trust.
6. Compensation for damage and responsibility for performance
6.1. A Contracting Party shall be liable to the other Contracting Party for any direct damage it causes through breach of the Contract or of the terms and conditions. Trust shall, however, also be liable for consequential damage if the damage is caused intentionally or through gross negligence. Neither Contracting Party shall be liable for any indirect or consequential damage it causes to the other Contracting Party. Decrease in turnover, loss of profits or inability to use the service or material for its intended purpose shall be considered consequential damage.
6.2. Neither Contracting Party shall be liable for any delay or damage caused by an obstacle beyond its control, which the Contracting Party cannot be reasonably expected to have taken into account at the time of concluding the Contract and the consequences of which it could also not have reasonably avoided.