Myynninmaailma Oy’s general assignment terms
These terms are applied to the agreement between Myynninmaailma Oy and the client. The terms will be applied unless the parties agree in writing on changes to or exclusion of specific terms. The terms pertain to all work assignments agreed on by Myynninmaailma Oy and the client.
The client approves these terms by ordering the service from the supplier. An order is deemed to have taken place when it is approved either orally or in writing or at the latest when Myynninmaailma Oy has commenced the work.
1. MYYNNINMAAILMA’S OBLIGATIONS
1.1 Myynninmaailma is responsible for performing work and measures that it is responsible for in accordance with the agreement, carefully and using the required expertise.
1.2 Myynninmaailma undertakes to comply with the client’s instructions and orders in the execution of the assignment and to otherwise act in the best interests of the client when executing the assignment.
2. THE CLIENT’S OBLIGATIONS
2.1 The client is responsible for ensuring that it provides Myynninmaailma with sufficient, relevant and accurate information for the performance of the assignment. The client is responsible for the information and instructions it provides for Myynninmaailma.
2.2 The client is responsible for ensuring that the advertising material provided for Myynninmaailma Oy complies with legislation, regulations issued by authorities and self-regulatory advertising bodies, instructions provided by Myynninmaailma and good practices.
Myynninmaailma has the right, without being liable to pay compensation, to decline to display an advert if Myynninmaailma or third-party partners deem it to it violate these requirements.
If the material is delivered to Myynninmaailma directly by a third party, the client is responsible for procuring the ownership of and/or the right to use the material and for ensuring that no copyrights, patents or other intellectual property rights are violated by presenting the advert. The client is liable for the costs arising from the acquisition or use of the above-mentioned rights. The client is liable for any damages caused to a third party by violations of copyrights, patents, intellectual property rights, other rights or the lack of such rights or claims submitted on the grounds of such violations.
3. PERFORMANCE OF THE ASSIGNMENT
3.1 The assignment must be executed as agreed in accordance with the schedule and with great care by skilled personnel. Myynninmaailma has the right to use subcontractors in the performance of the work. Myynninmaailma is responsible for the work performed by subcontractors in the execution of the assignment to the same extent as for its own work. Myynninmaailma is not liable for any errors due to the subcontractor with regard to deliveries, transport or any third parties used by the subcontractor if the client has a direct customer relationship with the subcontractor. Such a customer relationship is deemed to have been formed if the subcontractor invoices the client directly.
3.2 The assignment is deemed to have been executed when it has been completed pursuant to the agreement, Myynninmaailma submits a notification of the completion of the assignment or the client approves the assignment.
3.3 In assignments that involve the approval of proofs by the client, the price includes two rounds of proofs unless otherwise agreed in the offer or elsewhere. If more than two rounds of proofs are required or if the client changes the assignment after the commencement of the work, a fee is charged for additional work in accordance with the general or separately agreed price list.
3.4 The client must submit any complaints on the execution of the assignment within thirty (30) days of the completion of the assignment. The assignment is deemed to have been approved if the client does not submit a written complaint within thirty (30) days of its completion. If Myynninmaailma must deliver written notifications, surveys, intermediate or other reports before the completion of the assignment pursuant to the agreement or for other reasons, the client must submit any complaints within fourteen (14) days of the receipt of said written notifications, surveys, intermediate or other reports. The service is deemed to have been approved if the client does not submit a written complaint within fourteen (14) days.
4. RIGHT TO THE MATERIALS AND THE RESULTS PRODUCED AS PART OF THE ASSIGNMENT
4.1 If material such as documents, marketing material or similar material must be delivered to Myynninmaailma to enable it to execute the assignment, the client retains copyright and any other rights to the material.
4.2 Copyrights and other intellectual property rights to the documents and other material produced as part of the assignment and changes to them belong to Myynninmaailma.
4.3 Once the client has paid the fee for the execution of the assignment, the client has the right to use the documents and other material produced as part of the assignment for its operations. The client’s rights pertain to the final materials of the completed assignment and not to work files, unfinished material or various intermediate products of the finished work. The client has full ownership of the copyright of the final material produced by Myynninmaailma that has been approved and paid for.
4.4 When agreed, Myynninmaailma acquires all third-party copyrights, permissions and consents that are related to the assignment and informs the client of any restrictions to use imposed by third parties.
5. STORAGE OF THE MATERIAL AND PRIVACY
5.1 Myynninmaailma takes great care with the client’s property it has in its possession and ensures that original copies and copied materials are stored throughout the agreement term or for three months in the case of project work, unless otherwise agreed.
5.2 Myynninmaailma only has the right to process personal data pursuant to the agreement and written permission granted by the client. In data processing, Myynninmaailma complies with good processing practices required by legislation and regulations on data protection. The client acts as the data controller referred to in the Personal Data Act (523/1999) and General Data Protection Regulation (EU 2016/679). When processing the client’s data, Myynninmaailma Oy acts as the data processor referred to in the Personal Data Act and General Data Protection Regulation.
5.3 The client grants Myynninmaailma general permission to use the services of another data processor. Myynninmaailma must notify the client of all planned changes that concern the addition or replacement of other data processors, thereby giving the client an opportunity to object to the changes. If the client does not object in writing to the addition or replacement of other data processors within 14 days of the written notification submitted by Myynninmaailma Oy, the client is deemed to have approved the changes.
6. PRICE AND PAYMENT TERMS
6.1 The parties agree either orally or in writing on the fee paid for the performance of the assignment.
6.2 Myynninmaailma invoices fees for the assignment as the work progresses, or if invoicing based on hourly charges was agreed for the performance of the assignment, fees for the hours worked are invoiced monthly afterwards, or in another manner as agreed. Myynninmaailma has the right to invoice the last instalment if the completion of the work is prevented because of reasons attributable to the client. These payment terms are applied to the agreement between the parties unless otherwise agreed in connection with the order.
6.3 Unless otherwise agreed by the parties, the assignment prices do not include applicable VAT, which will be added to the prices in connection with invoicing.
6.4 The payment term is seven (7) days from the date of the invoice. Interest for late payment is determined in line with the Interest Act (633/1982). Myynninmaailma has the right to invoice the fees for the assignment in advance if the client has a payment register record that has a negative effect on their credit rating or if the client’s credit rating is not sufficiently high for other reasons. Myynninmaailma has the right to interrupt the performance of the assignment if the client fails to pay an invoice sent by Myynnninmaailma by the due date.
7.1 The parties undertake to keep each other’s business secrets that they gain access to during the assignment confidential. Any information marked confidential and information that the other party should understand to be confidential from the context are regarded as confidential.
7.2 The parties have the right to utilise professional expertise or experience they gain during the performance of the assignment.
7.3 The rights and obligations pertaining to section 6 of this agreement will remain in effect after the termination of the agreement.
8. LIABILITIES AND LIMITATION TO LIABILITY
8.1 Both parties are liable for damages caused to the other party by a breach of the agreement or its terms. Neither party is liable for indirect damages caused to the other party. Indirect damages include costs arising from damages and expenses, such as recreation of files, caused by destruction, loss or alteration of information or files.
8.2 Myynninmaailma is liable for indirect damages if the damage is caused by gross negligence or deliberate conduct.
8.3 For all damages arising from the assignment, the liability of the parties is limited to the total amount of fees paid to Myynninmaailma on the basis of the assignment.
8.4 Neither party is liable for delays or damages caused by reasons beyond the influence of the party that the party could not have reasonably been expected to take account of at the time of signing the agreement and the consequences of which the party could not have reasonably been expected to avoid. A party must notify the other party of such a force majeure event in writing without delay and a similar notification must be submitted once the force majeure situation is over.
9. RECRUITMENT RESTRICTIONS
9.1 Unless otherwise agreed in writing, neither party may hire a person who is or was employed by the other party and who performs or performed central tasks related to the assignment, or sign another contract or agree on other arrangements designed to grant the party the right to the person’s work contribution within six (6) months of the termination of the assignment or the person’s employment contract, whichever terminates sooner.
9.2 If a party violates the recruitment restrictions of section 8.1, the party is liable for a penalty fee equalling the employee’s taxable gross pay for six (6) months.
9.3 However, this restriction does not apply if the employment relationship of the person concerned was terminated for reasons derived from the employer.
10. THE VALIDITY, TERMINATION AND CANCELLATION OF THE AGREEMENT
10.1 The agreement is in effect until further notice or for a fixed term (for example, for the duration of a project) as agreed on by the parties. Either party has the right to terminate an agreement in effect until further notice by submitting a termination notification in writing with a notice period of three (3) months. Despite termination, work performed and ordered before the termination will be performed and invoiced normally.
10.2 Both parties have the right to cancel the agreement if the other party violates the agreement terms in an essential manner and fails to rectify the situation within a reasonable period no shorter than fourteen (14) days, despite a written complaint by the non-breaching party. In addition, a party has the right to cancel the agreement with immediate effect if the other party goes bankrupt or ceases operations for another reason.
10.3 The termination or cancellation of the agreement must take place via a notification delivered to the other party in writing.
11. APPLICABLE LAW AND RESOLUTION OF DISPUTES
11.1 This agreement is governed by Finnish law.
11.2 Any disputes arising from this agreement are primarily resolved through negotiations between the parties. If the negotiations fail to achieve a solution that suits both parties within thirty (30) days of the written notification on the commencement of the negotiations by one party to the other, the dispute will be settled via arbitration by one (1) arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitrator will be appointed by the board of arbitration of the Finland Chamber of Commerce. The location of the arbitration will be Seinäjoki, Finland, and the language of arbitration will be Finnish.
12. OTHER TERMS
12.1 The parties do not have the right to transfer the agreement partially or in its entirety without written permission from the other party. Myynninmaailma has the right to use subcontractors in accordance with section 3.1 of these terms.
12.2 Myynninmaailma may sign the client’s marketing material and use material intended for public distribution by the client for commercial purposes as reference material. If the client objects to certain material being used for reference purposes, it must notify Myynninmaailma separately.
12.3 In website projects, Myynninmaailma is not responsible for the technical maintenance of the website or the sufficiency of server and data transfer capacity, unless otherwise agreed.
12.4. The client’s right to use software, licences, tools or other similar services owned by Myynninmaailma ceases at the end of the assignment.
12.5 Myynninmaailma has the right to transfer its receivables pursuant to the agreement to a third party.
12.6 All changes or additions to the agreement and the terms are only binding when agreed on in writing.