1. Obligations of the Customer and the Supplier
The Supplier is responsible for ensuring that the assignment is executed professionally, as well as on schedule and on budget. The Supplier shall report on the progress of the assignment to the Customer or the Customer’s designated contact person.
The Customer shall provide the Supplier with all the materials required to execute the assignment and in the format requested by the Supplier. The Customer shall also support the execution of the assignment as agreed with the Supplier.
The Customer is responsible for the intellectual property rights of any material provided to the Supplier for the execution of the assignment.
2. Deadlines
Should the Customer fail to provide the Supplier with the materials required for executing the assignment before the agreed deadline, the amount of time reserved for performing the work shall be extended by the number of days exceeding the deadline. Unless otherwise agreed, the Customer shall deliver all the materials required for planning the assignment no later than 15 business days before the start of the production process. Should the Customer fail to deliver the materials by the agreed deadline, the Supplier is entitled to add a surcharge for expediting the work amounting to 40 percent of the work performed.
Should the Supplier fail to complete the assignment by the agreed deadline, the Supplier shall provide the Customer with a reasonable discount.
3. Third parties
The Supplier may not use third parties who are not party to this agreement for executing the assignment without the consent of the Customer. The Supplier is not responsible for any possible delivery or production faults caused by third parties.
The Supplier may, if required, represent the Customer in order to clarify production issues. A reasonable amount of clarification work is included in the cost estimate (five percent of the total project time) for allowing the Supplier to clarify possible production issues. If more time is needed for clarification work, the Supplier shall charge the Customer for this time on an hourly basis.
4. User rights
The Customer is entitled to full user rights of the end product as intended in the original order and for related communications. However, the Customer may not make changes to electronic files provided by the Supplier without the written consent of the Supplier. All user rights for drafts and open files shall remain with the Supplier unless otherwise agreed. The Supplier is entitled to use materials created during the course of the assignment in the Supplier’s own communications and exhibitions.
5. Invoicing
Value-added tax (VAT) is added to all invoicing items. Invoices are payable within 14 days of the invoice date. Claims must be made within seven (7) days of the invoice date. The penalty interest for late payment is 11 percent.
6. Additional costs
The cost estimate includes only the direct labour costs of the Supplier. Any additional costs shall be agreed in advance with the Customer.
Time spent travelling outside the Helsinki Metropolitan Area as required for the execution of the assignment shall be charged on an hourly basis. Any other additional costs shall be charged according to actual costs. Extra meetings shall be charged on an hourly basis.
7. Changes to the scope of an assignment
Should the Customer make changes to the original assignment, schedules, previously approved solutions or texts, any additional costs resulting from these changes shall be negotiated between the Customer and the Supplier. The cost estimate includes two commenting rounds for agreeing the best solution.
8. Cancellations
Should either Party significantly violate the terms and conditions stipulated herein, the aggrieved Party is entitled to cancel the assignment. A significant violation includes, for example, exceeding an agreed deadline by more than 15 business days. An assignment may also be cancelled if the Supplier is permanently incapable of executing the assignment.
Should the Customer cancel the assignment for any other reason than the Supplier’s violation of the terms and conditions, the Customer shall pay reasonable compensation to the Supplier or the Supplier’s claim holder for work that has already been performed. The amount of compensation shall be based on the amount of work performed, costs incurred by the work, the degree of completion of the assignment, the usability of the completed work and which Party takes possession of the work. Upon cancellation of an assignment, the Supplier is entitled to invoice the Customer a minimum of one-third (1/3) of the total cost estimate for work performed.
9. Limitation of liability
Neither Party is responsible for direct or indirect damages unless the damage has been caused intentionally or through gross negligence.
10. Force majeure
The Parties shall not be liable for the fulfilment of their obligations under these Terms and Conditions in case of force majeure. Force majeure refers to unforeseeable and unexpected events that are beyond the control of the Parties to the agreement and which prevent the fulfilment of the agreed obligation.
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Valid as of 1 September 2018.