Applicability

These general terms and conditions for consulting services ("Terms") apply to all agreements regarding the provision of consultancy services ("Services") concluded by and between Koskinen Family Business Oy ("Koskinen & Co") and its customer ("Customer") (together "Party" or "Parties") (“Agreement”).

Agreements, offers, quotes, purchase orders and order approvals require a written form, such as an email. Unless otherwise agreed in writing, changing or cancelling an order placed by a Customer requires a mutual agreement.

Headings and numbered bullets are included only to increase readability of the Terms, and shall have no relevance for the interpretation of the relevant clause.

Koskinen & Co's General Obligations

Koskinen & Co agrees to perform the Services hereunder with good business practice and in a professional manner.

Customer's General Obligations

Customer agrees to provide Koskinen & Co with all such information and co-operation that Koskinen & Co reasonably requires to perform the Services. These may include, but are not limited to, specifying strategic information and objectives, providing all necessary permissions, email accounts, licences, hardware and software, as well as access to Customer's data, systems, premises.

Customer warrants that all the provided information and materials are lawful, do not violate any third party rights, and can be used for the intended purpose. Customer agrees to hold Koskinen & Co harmless for any third party claims made against Koskinen & Co based on Koskinen & Co's use of Customer information and materials.

Services, Schedule and Deliverables

The Services, schedule and any associated deliverables provided by Koskinen & Co are to be defined separately in:

  1. an agreement;
  2. an offer made by Koskinen & Co;
  3. an order placed by a Customer; or
  4. any other mutually agreed written form.

Koskinen & Co is not required to perform any other services or deliver any other deliverables than those specifically agreed. Koskinen & Co has a right to refuse any tasks and duties that are not in the Parties common interest, are not lawful, or violate these Terms or any third party rights.

Unless specifically described as binding, any specific completion dates agreed by the Parties are agreed to be only the best estimates.

Pricing

Pricing for the Services provided by Koskinen & Co are to be defined separately in:

  1. an agreement;
  2. an offer made by Koskinen & Co;
  3. an order placed by a Customer; or
  4. any other mutually agreed written form.

The Parties may agree on an hourly-, monthly-, performance-, equity-based or any other commonly agreed pricing model.

If the Parties have not agreed on prices in advance for the Services, Koskinen & Co invoices the materials and time spent for the Services using hourly-based pricing. In such case, Koskinen & Co must provide Customer with the current price list. Koskinen & Co may update the price list while the Agreement is in force and valid, but has to notify the Customer one (1) month in advance.

All prices for Services are exclusive of VAT and other public charges, which shall be added and payable by Customer per applicable tax laws and regulations.

Expenses

Koskinen & Co shall invoice reasonable travel and other expenses incurred in the course of performing the Services hereunder, provided, however, that Customer shall approve any expenses in writing.

Payment Terms

Payment terms for the Services provided by Koskinen & Co are to be defined separately in:

  1. an agreement;
  2. an offer made by Koskinen & Co;
  3. an order placed by a Customer; or
  4. any other mutually agreed written form.

The Services may be invoiced in advance, monthly, after the provision of the Services, or any other commonly agreed payment model.

Koskinen & Co shall invoice Customer 50% in advance and 50% on the first day of each month after the provision of the services unless agreed otherwise in writing.

Koskinen & Co provides the Customer with a 30-day satisfaction guarantee from the date of invoice for any advance payments. Customer shall give Koskinen & Co a written notice within the 30-day guarantee period to initiate the two-step guarantee process. Having received the notice, Parties enter a 7-day negotiation period to discuss (a) whether the payment will be returned in full or partially; or (b) whether Koskinen & Co can fix the reasons for the dissatisfaction reasonably. If Parties find no common ground, Koskinen & Co has 14 days to process the return of the payment from the day of the written notice.

The payment term is fourteen (14) days from the date of invoice. The interest rate for delayed payments is 8% per annum.

Term and Termination

Unless otherwise agreed in writing, a Party may terminate the Agreement by providing the other Party with two (2) month's written notice.

Unless otherwise agreed in writing, project-based Agreements remain in force and valid until both parties have fulfilled their obligations. For the avoidance of doubt, the usual two (2) month's written notice remains in force regarding project-based Agreements, unless otherwise agreed in writing.

Upon a Party's termination of an agreement, Koskinen & Co is entitled to invoice for:

  1. the services performed until termination;
  2. costs and expenses incurred prior to termination;
  3. and such Services performed and costs and expenses that could not be cancelled prior to termination.

A party may also terminate the Agreement in whole or in part if:

  1. a Party fails to comply with the Terms, provided that such failure is not remedied within fourteen (14) days after the notice; or
  2. a Party enters any kind of an insolvency or restructuring process.

Terms that are specifically set to remain in force and valid after termination shall remain in force and valid even if the Agreement is terminated.

Changes

Changing the Agreement or scope of Services requires mutual acceptance, and must be agreed in a written form, at a minimum by email, and agreed by a person in each Party's organisation who is authorised to conclude and change agreements.

When agreeing on changes, the parties should, at the same time, agree on how the change affects Services, prices, schedule and other terms of the Agreement.

Intellectual Property Ownership

Unless otherwise agreed in writing, intellectual property rights relating to materials created by Koskinen & Co solely to Customer's specifications pursuant an agreement shall belong and transfer to Customer upon payment of any outstanding invoices regarding the Services provided.

Any intellectual property rights relating to materials (including, but not limited to, know-how, models, frameworks and software) delivered by Koskinen & Co to Customer pursuant an agreement that:

  1. Koskinen & Co has created prior to an Agreement; or
  2. Koskinen & Co has created outside an Agreement whether before or after entering into an Agreement

shall belong to Koskinen & Co. Customer shall receive a non-exclusive license to use, copy and modify such materials in its internal business use. However, Customer has no rights to copy, modify and sell such materials externally.

Koskinen & Co warrants that materials provided by Koskinen & Co do not infringe any third party rights. If the materials provided by Koskinen & Co to Customer contain third party materials, Koskinen & Co shall make available the third party materials to Customer subject to the third party licensor's applicable licence terms.

Nondisclosure of Confidential Information

Parties shall not disclose to anyone any Confidential Information (as defined below) received from the other Party and may not use such information for any other purpose than for furthering its obligations under an agreement.

"Confidential Information" means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, formulas, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

"Confidential Information" does not include information, technical data or know-how that:

  1. is in possession of a Party at the time of disclosure;
  2. becomes or is part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of a Party;
  3. a Party has given the other Party written approval to disclose;
  4. a Party created without using any Confidential Information of the other Party; or
  5. a Party has to disclose pursuant to the order or requirement of a court, administrative agency or other governmental body.

Parties agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Parties in order to prevent it from falling into the public domain or the possession of persons other than agents of the Parties or persons to whom the Parties consent to such disclosure.

These confidentiality obligations shall remain valid for five (5) years after termination or expiration of the Agreement.

No Conflicts

Koskinen & Co agrees that the provision of Services hereunder will not violate any duty which Koskinen & Co may have to any other person or entity, and Koskinen & Co agree not to do anything in the performance of Services hereunder that would violate any such duty.

In addition, Koskinen & Co agrees that, during the term of this Agreement, Koskinen & Co shall promptly notify Customer, in writing, of any Services provided to a potential competitor. It is understood that in such event, the Parties will review whether the activities are consistent with the Agreement, and should the Agreement remain in force and valid.

Recruiting and Soliciting Employees

Unless otherwise agreed in writing, the Parties agree not to actively recruit or solicit the services of any person of the other Party who has participated in the performance of the services under the Agreement.

This restriction shall remain valid during the term of the Agreement and for a period of six (6) months after termination or expiration of the Agreement.

Privacy

To the extent that Customer is considered a data controller and Koskinen & Co a data processor, in the meaning as given in EU General Data Protection Regulation, the Koskinen & Co Data Protection Agreement shall be applied and is considered an integral part of an agreement between the Parties.

Limitation of Liability

In no event is a Party liable to the other Party for any indirect, consequential, punitive or incidental damages, including without limitation any damages for business interruption, loss of use, data, revenue, profit or third party claims.

The liability of Koskinen & Co to Customer in respect of any claim for loss, damage, cost or expense, that is attributable to a specific order or project, shall in no event exceed the amount paid by Customer for the services relating to the order or project. Furthermore, in no event shall Koskinen & Co's aggregate liability arising out of or relating to a breach of the Agreement exceed the total maximum sum paid by Customer for the services within the three (3) month period prior to the cause of the claim.

Force Majeure

Koskinen & Co shall not be deemed to be in breach of an agreement, or otherwise be liable to Customer, for any failure to perform, or any delay in performance, caused by a reason beyond Koskinen & Co's control (force majeure events).

Applicable Law and Dispute Resolution

Any agreement between the parties and these terms are governed by the substantive laws of Finland, without regard to its conflict of law rules.

Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute referred to the settlement; the dispute will be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) sole arbitrator appointed in accordance with those Rules. The arbitration shall be held in Finnish or English in Helsinki, Finland.

Miscellaneous

Koskinen & Co is entitled to use Customer as a reference in its marketing materials, online and offline, provided that no Confidential Information is disclosed. Koskinen & Co will seek Customer's prior approval for the reference, if Koskinen & Co has reason to believe that Customer does not want to be published as reference.

Koskinen & Co employee's relationship with the Customer is never that of an employee. Koskinen & Co employees will not be eligible for any employee benefits from the Customer, nor will the Customer make deductions from the payments made to Koskinen & Co for employment or income taxes, all of which will be Koskinen & Co's responsibility.

Koskinen & Co will have no authority to enter into contracts that bind Customer or create obligations on the part of the Customer without the prior written authorisation from the Customer.

Koskinen & Co is entitled to employ subcontractors to fulfil its obligations under the Agreement. Koskinen & Co is liable to Customer for all acts of its subcontractors.

Unless otherwise agreed, a Party does not have the right to transfer an agreement or rights and obligations related to it, entirely or partly, to a third party without the other Party's prior written acceptance. However, a Party may assign an Agreement or rights and obligations related to it without the other Party's acceptance in connection with any merger, sale of a business or similar transaction.

These terms and the additional agreed-upon terms in an agreement contain the entire Agreement between the parties and supersede all prior communication, discussions and agreements relating to the subject matter.

Updated 12th of September, 2021