These conditions of contract shall be applied to services, offers, order confirmations and services contracts of the Service Provider (Kuljus.eu OÜ).
1. Offer
An offer of a Service Provider shall be valid for a period of 30 days from the date of the offer, unless otherwise stated in the offer.
2. Entry into force of the contract
The contract enters into force by signing of the service contract by both parties or when the Service Provider has confirmed the order of the Client.
3. Services
The tasks to be performed by the Service Provider are marked with a “√” in the service specification (hereinafter Services) attached to the contract. If the Service Provider performs on the basis of an order other than the marked services mentioned in the appendix, these terms apply to them as well. The Service Provider starts to provide the Service forthwith after the Client has given the Service Provider necessary information and material and paid a possible advance payment. Service Provider shall provide the Services carefully and professionally in accordance with the working and reporting methods of the Service Provider.
4. Basic Information
The Client shall see that the Service Provider always has up to date basic information on the Client (hereinafter Basic Information). Such information include contact, personnel, financial year, Trade Register information, industry, domicile, nationality, members of the board of directors and other necessary information and instructions on the measures to be taken. The Client shall name a contact person, to whom the Service Provider can turn if needed to obtain information or decisions in relation to the Services. A party shall inform the other party if the contact person is changed.
5. Giving of information and instructions on measures to be taken
The Client shall supply the Service Provider with the information and material necessary to perform the Services well enough in advance in order to enable the Service Provider to carry out its tasks properly within normal working hours. Unless otherwise agreed, the material must be available to the Service Provider as follows:
5.1. entire accounting material by the 5th day of the month following the end of the month in question
5.2. material relating to calculation of salaries 7 days before the acceptance and payment date
5.3. material relating to financial statements and taxation no later than within 30 days from the end of the financial year
5.4. other material no later than 10 working days before the due date. The Client contributes to the producing of the Services and carefully fulfills its own tasks in accordance with the contractual terms and instructions and recommendations of the authorities and the Service Provider. Enquiries and requests of the Service Provider shall be responded to without delay.
6. Confidentiality
The party shall keep confidential the other party’s trade secrets and other confidential information brought to his knowledge. They cannot be used to any other purpose than to fulfill the contract. The offer, order confirmation and contract with its terms and thereto included plans and schemes and other material are regarded as confidential. The confidentiality obligation shall survive the termination of the contract. The parties shall ensure that also their employees undertake to observe the confidentiality obligation.
7. Validity of the contract
The contract is valid until further notice with a three months’ notice period, unless otherwise agreed. If neither of the parties give a notice on a fixed term contract at least three months before the end of the agreed fixed term, the contract is valid until further notice with a three months’ notice period.
8. Interruption of the Services and termination of a contract with immediate effect
8.1. The Service Provider has the right to interrupt the Services, if
8.1.1. the payment to the Service Provider is delayed with more than seven (7) days,
8.1.2. the Client does not provide the necessary information or material in due time or does not otherwise properly contribute to the provision of the Services, or
8.1.3. Client breaches the contract in some other manner or breaks the laws, orders, instructions or recommendations of the authorities significant to the provision of the Services.
8.1.4. If the Client does not correct the situation within seven (7) days from the written remark of the Service Provider, the Service Provider has the right to terminate the contract with immediate effect.
8.2. The Client has the right to terminate the contract with immediate effect, if the Service Provider essentially breaches the contract and does not begin to correct the situation within seven (7) days from the written remark of the Client.
8.3. A party may terminate the contract with immediate effect, if the other party is declared bankrupt or applied for reorganization or arrangement of debts.
9. Certain services upon the termination of the contract
If the contract terminates before the closing of the accounts of the financial year ended during the validity of the contract is made, the Service Provider will close the accounts, if the Client pays an advance payment and provides the Service Provider with information and material needed for the closing of the accounts. If the contract terminates in the middle of the financial year, having received the advance payment the Service Provider prepares the itemization of the balance sheet accounts based on the information available to it. Equally, the Service Provider shall prepare the necessary itemizations of the calculation of salaries and payroll accounting. The Service Provider charges the costs and a fee of the aforementioned Services according to its practice.
10. Rights to the material, right of retention to the material, transfer of the material to the Client
10.1. The rights to the material and the databases produced by the Service Provider belong to the Service Provider. This condition has no effect on the rights the Client has to the material it has submitted to the Service Provider.
10.2. The Service Provider has the right to have in its possession the material prepared for the Client on the basis of the material the Client has submitted to the Service Provider or otherwise until all the receivables of the Service Provider from the Client have been paid, unless nothing else is regulated in mandatory bankruptcy or other legislation. The Service Provider shall transfer the material to the Client forthwith upon payment. The Client shall take care of the picking up of the material at its own expense. If the Client does not come to pick up the material on a due date given by the Service Provider at the latest, the Service Provider will send it as registered collect on delivery, unless otherwise agreed. The Service Provider has the right to keep the copies of the material it has produced also after the termination of the contract. The Service Provider keeps the Basic Information at least five years from the termination of the contract. The Service Provider has the right to collect a fee on the keeping of the Client’s material.
11. Charges
11.1. The Service Provider’s principles for charging have been agreed upon in contract appendices. In addition to the fee, the Client shall compensate the Service Provider for necessary direct travel and other costs. Unless otherwise agreed, additional work shall be charged in accordance with the Service Provider’s practice. Payable additional work is e.g. processing of delayed material and amendment work of the account scheme or other material caused by amendment of law or orders of the authorities or recommendation of the branch to be taken into use as well as supplementary work due to a request or a notification of authorities or other additional work which is not due to the Service Provider. If the request or a notification of authorities is resulting from an error or negligence due to the Service Provider, the additional work performed due to the request is not chargeable.
11.2. The charges do not contain VAT, which is added itemized to the charges together with all the other indirect taxes and charges ordered by the authorities.
11.3. Service charge is payable also during the notice period in accordance with the price list of the Service Provider, even though no Services have been ordered and performed during the notice period. The grounds for the charge may be e.g. a monthly charge corresponding to the average monthly charge of the previous six months.
12. Terms of payment, consequences for default
Unless otherwise appears in the price list of the Service Provider or otherwise agreed, the terms of payment is seven (7) days from the date of the invoice and interest on overdue payments as set forth in the Act on Interest. The Service Provider has the right to charge the collecting costs of a delayed payment.
13. Complaints regarding the invoices
Complaints regarding the invoices shall be made in writing within five (5) days of the date of the invoice.
14. Changes of the payments and the General Conditions of Contract
14.1. In case of changes in labor costs or in other bases for determining charges, the Service Provider has the right to adjust its charges accordingly.
14.2. If these General Conditions of Contract applied in the contract change, the Service Provider shall have the right to change the contractual terms by replacing the General Conditions of Contract with the amended General Conditions of Contract.
14.3. The Service Provider shall notify the Client of the aforementioned amendments in writing, no later than thirty (30) days before the adjustment enters into force. Then the Client shall have the right to give a notice in writing within fourteen (14) days of the date of the notification to terminate the contract on the effective date of the adjustment.
14.4. In case the charges or the bases for determining the charges change due to amendment of law or orders of the authorities, the Service Provider shall have the right to amend its charges accordingly. The changes shall be notified fourteen (14) days before they become effective.
15. Responsibilities of the parties
15.1. The Client, having a legal obligation to keep books, is responsible for its bookkeeping, as a taxpayer he is responsible for paying the taxes and as an employer he is responsible for the obligations related to the employer status. The Client is responsible for properly making all the surveillance and official notifications and obtaining the necessary permits. These responsibilities do not transfer to the Service Provider. The Client shall see that the appropriate material describing business transactions is collected, kept and delivered to the Service Provider. The responsibility for the correctness, completeness and pertinence for bookkeeping purposes of the information and material supplied to the Service Provider rests with the Client. The Client decides on what calculations and reports shall be prepared and how they are exploited.
15.2. The Service Provider shall place the Services and its expertise at the Client’s disposal in accordance with the contract and these General Conditions of Contract. The Service Provider shall notify the Client of errors in the material supplied by the Client. Unless otherwise agreed, the Service Provider shall, however, not be responsible for controlling or correcting any computational or other errors in the material provided by the Client.
15.3. The Service Provider is liable for its breaches of contract with the limitation included in these General Conditions of Contract, error in its Services and negligence causing damages to the Client. The Service Provider has the duty to compensate the damage only and to the extent that the Client proves that due action according to the contract, carried out by the Service Provider on time, would actually have prevented the damage or limited it.
16. Notifying of the error of the Service Provider and correction of it
If an error is discovered in the Service performed for the Client by the Service Provider, the Client must inform the Service Provider thereof without delay. The Service Provider shall then have the right and the obligation to correct the error it has caused without a charge, as soon as the circumstances permit. If the Client neglects to report an error which it has detected, or which it should reasonably have detected, the Client shall not have any right to make claims based on the error.
17. Service Provider is responsible only for its own activities
The Service Provider is not responsible for the taxes of the Client, or for damages other than those mentioned in Section 15.3 above. The Service Provider is not liable for the damages caused by the inadequateness, incorrectness or tardiness of the information or instructions or of the material provided by the Client, or damages attributable to the Client, or if the damage has been caused by a person, other than employee of the Service Provider, acting on behalf of the Client. Nor shall the Service Provider be liable for damages caused by the fact that the Client or somebody acting on his behalf other than employee of the Service Provider has not followed the relevant laws or regulations of the authorities or the terms and conditions agreed. The Service Provider is never responsible for commercial or managerial decisions. They are decided upon and answered for by the Client.
18. Limitation of liability of the Service Provider to direct damages and to maximum amount
18.1. The Service Provider is not liable for indirect damages, like the loss of income, turnover or markets, interruption of production or service, lost profits or other thereto comparable damages.
18.2. Service Provider will be responsible only for direct damage which has been caused through its negligence. The maximum amount of liability of the Service Provider is however always Euros 10.000 per one event of damage and of all the damaging events appearing during the same financial year Euros 20.000 together. The damage shall be regarded as one event of damage even though the recurrence of the same defect had had influence on it and even though it would influence during several financial years. The damage is considered to have appeared in its entirety during that financial year when it appeared to its essential part, even though a part of the damage would appear during some other financial year.
18.3. Breach of a contract, defect or negligence in performing the Services does not cause any other consequences to the Service Provider than those aforementioned.
19. Deadline for presenting claims
The Client shall notify the Service Provider, without delay and in writing, of any claim it may have. If the matter involves an error or deficiency which is detected or can be detected immediately, the notification must be made immediately and in no case later than within fourteen (14) days. Unless an itemized claim is presented to the Service Provider within six (6) months of the detection of the damage, no compensation shall be paid. Furthermore, no compensation will be paid if a claim is presented when more than three (3) years has lapsed after the performing of the Service in question. Nonetheless, if the damage is caused by an error committed by the Service Provider appearing in the Service directly relating to the bookkeeping of the Client, which can be residual tax inspected, the time for presenting the claim is six years from the performing of the Service in question instead of the aforementioned three years.
20. Third party claims
Should a third party present one of the parties with a claim for damages based on the Services or the assignment contract, the other party must be notified of this without delay. Should the Service Provider pay damages to a third party, the Client shall indemnify the Service Provider for the loss the Service Provider has incurred so far as it is not resulting from the error or omission of the Service Provider in observing of the contract terms.
21. Subcontractors and the personnel
The party is responsible for the work performed by its subcontractors like it is responsible for its own work. Client’s obligations towards the Service Provider and the terms on the limitation of liability are in force also for the benefit of the subcontractors, personnel, shareholders and management of the Service Provider.
22. Liability insurance of the Service Provider
The Service Provider keeps in force at its own expense proper liability insurance. Upon the occurrence of an event of damage the Client shall for its part submit the insurance company with necessary reports and provide the insurance company with a possibility to assess the quantity and quality of the damage.
23. Force majeure; grounds for release
23.1. If the fulfillment of either party’s contractual obligations is prevented, impeded or delayed owing to a circumstance beyond the party’s control, such as a strike, work boycott, lockout or other labor conflict, a fire or other accident or crisis situation, lightning damage or other act of nature, or due to a disturbance in the communications connections or electricity, the party concerned shall be released from the performance of its contractual obligations and from the sanctions as long as the circumstances require. Error or delay of the authorities or of a bank, a defect in equipment, software, information connections or lines, the breaking off, interruption, or disturbance of data communications or links, and an action taken by a network operator shall be deemed grounds for release.
23.2. The other party shall immediately be notified of the force majeure and the ending of it.
24. Notifications
24.1. Termination or early termination of the contract, as well as other remarks and notifications according to the contract must be made demonstrably. Unless otherwise agreed, the notifications deem to have been made and come to the knowledge of the receiver the following working day of the date when,
24.2. they are left for the post to be delivered and addressed to the address mentioned in the contract or notified later by the party in writing, or
24.3. they have been sent to the e-mail address mentioned in the contract or notified later in writing by the party.
25. Electronic communication
The parties are each responsible for information security and antivirus and other protection software condition and updating. The parties know and accept that despite of this electronic communication may be disturbed. The parties may send each other emails and attachment files without encrypting them, unless otherwise agreed. The party is not responsible for the email or attachment file sent through the electronic communication system has been received unchanged or without delay.
26. The limited remote login of the Software used by the Service Provider
If it is agreed that the Client produces part of the bookkeeping, accounting, or other material related to the Services through remote login of the application software used by the Service Provider through information network, the following shall be applied, unless otherwise agreed:
26.1. Service Provider acquires, subject to an extra charge, for use of the Client a limited right to remote login to the application software the Service Provider is using. The application software is in a server named by the Service Provider or the software supplier which has assigned the access right to the Service Provider. The Client is responsible for constructing the data communication connection and the costs for transfer of information as well as the compatibility, functioning and maintenance of the user terminals and computers and the software it is using. The Client must have available up to date antivirus and screen wall software. Unless otherwise separately agreed, the Service Provider is not responsible for the performance of the software in the operating environment of the Client and not for the need for changes in the Client’s operating environment caused by possible repairs, updates or maintenance of the software.
26.2. The Client is responsible for its own use of the software and the contents, accuracy and the due form of the material created by the Client with the help of the software. The material so produced by the Client is considered to be accounting material assigned by the Client to the Service Provider.
26.3. The Client shall obey the instructions given by the Service Provider and/or a third party, such as the software supplier, and use the remote login right only to the agreed purpose. The Client has no right without the written consent of the Service Provider to transfer further the remote login right in whole or in part or the material or the service produced with the help of the software, unless otherwise required by the mandatory rules of law.
26.4. The Client shall carefully keep the remote login user names and passwords. Unless otherwise agreed, remote login user names can be used only by a user named by and belonging to the personnel of the Client. The Client is always responsible for the actions made by the user names given to the Client.
26.5. The Service Provider can give customary advice over the phone on the remote login of the application software. Unless separately otherwise agreed, the Service Provider has no responsibility for the continuous availability of the application software free of interferences and breaks.
26.6. The Service Provider is not liable for damages caused by the interferences and breaks. The Client shall notify the Service Provider itemized of the interferences and the Service Provider pursues to solve the problem as soon as the quality of the interference reasonably requires and the solving is possible. The repairing may be performed e.g. by giving instructions to bypass the problem. If the interference is caused by other circumstances than those for which the Service Provider is liable, the Service Provider shall have the right to receive separate compensation for the work performed to investigate the interference.
27. Infringement of intellectual property rights
27.1. The Service Provider is liable for the fact that the use of the remote login does not upon conclusion of the agreement infringe with intellectual property rights of a third party in force in Finland. In case a third party deems that the Client infringes with his intellectual property right by using the remote login, the Client shall forthwith notify the Service Provider in writing of such a claim. If the Client authorizes the Service Provider to respond on its behalf to the claim of the third party and gives the Service Provider necessary information and help needed for the handling of the matter, the Service Provider handles it the way it deems the best at its own expense and is liable for the compensation possibly payable by the Client. The payment of the compensation requires that the liability for the use of rights belongs to the Service Provider in accordance with the contractual terms.
27.2. If the claim is accepted and legally valid or the Service Provider considers the claim justified, the Service Provider has the right at its discretion to
27.2.1. acquire at its own expense the right to continue the use or part of it,
27.2.2. replace it with another functionally comparable right
27.2.3. change the remote login right so that the rights of a third party are not infringed, or
27.2.4. end the remote login right without notice period.
27.3. The infringement of a right is not deemed the fault or delay of the Service Provider. The liability of the Service Provider for the infringement of a right is limited to measures appearing in this section.
27.4. The Service Provider is not responsible for the infringement of a right caused by the non-observance of the instructions given regarding the remote login.
28. Validity and termination of the remote login right
Each party may give one (1) month’s notice on the contract on the remote login right, unless otherwise agreed. The remote login right is in force not more than as long as the Service Provider has the right to use the application software. The remote login right ends not later than at the moment the Services contract terminates.
29. Recruitment limitation
29.1. Neither party may without the consent of the other party engage a person, who has performed tasks meant by and essential to the Services, employed at that moment or previously by the other party, or agree on any other arrangement in order to acquire the work input of such a person, before six months has passed from the termination of the Services contract.
29.2. Unless otherwise agreed, the party breaking the recruitment limitation shall pay the other party a compensation amounting to six (6) months’ gross salary of the employee in question. The recruitment limitation is not in force, if the employment relationship has ended for a reason attributable to the employer.
30. Transfer of contract
The transfer of contract is subject to a written consent of the other party.
31. Amending of contract
Other amendments to the contract than those mentioned in sections 14 shall be agreed upon in writing.
32. Previous contracts
Contract which includes these terms of contract supersedes all the previous contracts regarding the Services made between the parties and oral and written notifications.
33. Dispute resolution
The parties pursue to solve their disputes through negotiations. Any disputes arising from this contract are to be brought primarily for settlement by mediation in accordance with the mediation rules of the Finnish Bar Association or when enabled by the law, in a court of law. Settlement may be brought to be confirmed by an arbitrator. Otherwise the disputes shall be settled by the district court of the domicile of the defendant.
34. Other terms
These General Conditions of Contract and other documents mentioned in the contract shall be applied to this contract in accordance with the Laws of Finland. Information contained in the brochures, price lists and material of the Service Provider are part of the contract only, if it is separately and explicitly stated so in the offer, order confirmation or contract.
35. Order of priority
If the contractual instruments contradict, they are applied in following order of priority:
1. Services contract
2. Service specification and other appendices to the contract in the numerical order
3. These General Conditions of Contract