Note: This is an unofficial translation of the Finnish language version of Iconics general terms and conditions (in Finnish: Yleiset sopimusehdot). In case of any discrepancy between the original version and the translation, the original Finnish language version shall prevail.
General terms and conditions
1 Scope of application
1. These general terms and conditions (the “Terms”) shall apply to professional services (the “Services”) offered by Iconics Oy (business identity code 2697698-4) ("Iconics" or ”we”) to its clients (each client the ”Client”). Iconics and the Client shall be later jointly referred to as the “Parties” and each separately as a “Party”.
2. Any deviations from these Terms must be agreed in writing. These Terms shall apply to all Services and related agreements between the Parties. These Terms shall apply even if the Terms have not been expressly referred to with respect to some Service, task or assignment.
2 General obligations of Iconics
1. Iconics agrees to perform all Services diligently and following the agreed timelines. Any lead times announced by Iconics for provision of Services are estimates only. The conduct of work and reporting shall take place in accordance with customary practices of Iconics. The exact scope of the Services shall be specified in writing (including also email), however so that the Client may also order Services verbally.
2. Iconics shall have an obligation to inform the Client if it is prevented from assisting the Client in certain assignment due to conflict of interest or other reason. In such occasion Iconics shall have a right to refuse to provide Services.
3 General obligations of the Client
1. The Client agrees to perform all activities on the responsibility of the Client diligently and in accordance with the agreement. The Client shall have an obligation to provide Iconics true and fair information and instructions for the performance of the Services. The Client shall be responsible for the accuracy and correctness of the information it submits.
2. The Client shall have an obligation to cooperate with Iconics in the performance of the Services and to adopt the decisions required for the performance of the Services without any undue delay.
4 Acceptance of Services
1. The Client shall submit any reclamations pertaining to the performance of the Services within 30 days from the provision of the respective Services. The Client shall have no right to present any claims on any error or defect in the Services if it has not submitted reclamation as agreed above.
2. Iconics shall have the right and obligation to correct any defects in the Services on its own cost. The correction of the defective Services shall be the sole and exclusive remedy for the defects.
5 Price and payment terms
1. The pricing of the Services and applicable payment terms shall be set out in the offer of Iconics, or in the agreement between the Parties. If no price has been agreed in the offer, agreement or otherwise, the general price list of Iconics, as amended from time to time, shall apply. Iconics shall have the right to raise its prices in the beginning of each year by up to five (5) per cent. Applicable value added tax shall be added to the prices.
2. Iconics shall have the right to separately charge all costs and fees charged by authorities or other third parties with respect to the Services. Iconicsshall also have the right to separately charge all travel and accommodation expenses, as well as daily allowances. Extraordinary travel arrangements shall be agreed separately.
3. Unless otherwise agreed, Iconics shall invoice is fees monthly in arrears. The payment term shall be 14 days net from the date of the invoice. Interest on accruals shall be 10 % per annum.
4. If the Client’s payment is delayed by more than 14 days from the due date, Iconics shall have the right to withhold – without any consequences to Iconics – any and all of its obligations until the Client has paid all invoices that are due.
6 Contract term and termination
1. Agreement, where the Parties have agreed on the performance of a specified task or assignment for the Client, terminates when the respective task or assignment has been completed and all related payments have been made.
2. Each Party shall have the right to terminate agreement with indefinite contract period with three (3) months’ notice period. The notice shall be made in writing.
7 Cancellation of Agreement
1. Each Party shall have the right to cancel the agreement between the Parties, if:
A public record on defaulted payment is registered for a Party, a Party is subject to insolvency proceeding or any reapplication pertaining thereto, or the liquidity of a Party is otherwise clearly jeopardized.
A Party does not pay due and undisputed amount(s) within 14 days from the written notification concerning the delay; or
A Party otherwise materially breaches the agreement and does not remedy the breach without undue delay and by latest within seven (7) days from the written notification concerning the breach and related threat of cancellation.
2. The cancellation notice shall, in order to be valid, be made in writing. The Client shall have the obligation to pay Iconics all fees and other amounts under the agreement that pertain to the period prior to the cancellation of the agreement.
8 Limitation of liability
1. The liability of a Party for damages caused to the other Party shall always be limited to the amount paid for the respective Services. If said amount cannot be determined or the damage pertains to Services that are invoiced in several instalments, the maximum amount of liability shall be the lower of: i) the monthly cost of the Services multiplied by three; or ii) EUR 20,000.
2. The Parties shall have no liability for any indirect or consequential damages, such as loss of profit, damages paid to third parties or damage that arises from the loss of revenue or interruption of production.
3. The limitations of liability shall not apply to damages that have been caused intentionally, by gross negligence or by breaching the confidentiality obligation.
9 Processing of personal data
3. If, and to the extent, Iconics would in some occasion be considered as the processor of personal data and the Client as the data controller, Iconics undertakes to comply with the provisions set out in this clause when processing personal data on behalf of the Client. In its capacity as the processor of personal data, Iconics undertakes to:
process the personal data submitted by the Client for the sole purpose of providing the Services for the benefit of the Client and in accordance with written instructions given by the Client and following applicable data protection legislation;
notify the Client, if it considers the Client’s instructions breach data protection legislation, unless such notification is not possible due to weighty reasons pertaining to public interest that is based on law;
ensure that the subcontractors it uses in processing of personal data, if any, undertake to comply with applicable data protection legislation and terms and conditions that are in minimum as strict as the terms and conditions set out herein, when processing personal data of the Client; the Client hereby gives its general advance permission for the use of subcontractors in processing of personal data;
transfer personal data of the Client outside the EU/ETA only by utilizing with the safeguards available under the data protection legislation;
ensure that the persons who process personal data on its behalf have undertaken to be bound by confidentiality obligation or are bound by proper statutory confidentiality obligation;
ensure on its part that personal data is processed in a manner that is secure, following its own practices and the provisions of data protection legislation, and to notify the Client without any undue delay on any data security breaches it discovers with respect to personal data;
to the extent possible, to assist the Client with reasonable measures in order to ensure that the Client is able to fulfil is statutory obligation to respond to requests pertaining to the rights of the registered persons, to the extent the Client is unable to perform the same by itself;
to the extent possible, to assist the Client with reasonable measures in complying with the data controller’s obligations are complied with, as required by applicable data protection legislation;
delete or return the processed personal data to the Client after the termination of the Services and to delete any copies, unless the applicable legislation requires storing of personal data; and
make available to the Client such data that is required for evidencing that Iconics complies with its obligations as the processor under data protection legislation, and to allow the Client or third-party auditor (that is not direct competitor of Iconics) authorized by the Client to conduct audits and to participate in such audit on its own cost. The auditing may not unreasonably disturb the daily business of Iconics and may not jeopardize the confidentiality or data security of data of other clients of Iconics. Iconics shall have no obligation to provide any information pertaining to its other clients in connection with an audit.
1. The Parties undertake to treat as confidential all material, documents and information that they receive from each other or from third parties in connection with the provision of the Services, to the extent such material, documents or information is marked as confidential or should be understood to be confidential. The Parties further undertake not to use any confidential material, documents or information for any other purposes than for the purposes of the agreement between the Parties.
2. The Parties shall have the right to submit information to their subcontractors and companies that are their respective group companies under the Finnish Accounting Act, to the extent such persons have undertaken to be bound be confidentiality obligation that is at least as strict as the confidentiality obligation set out in these Terms. The confidentiality obligation shall not apply to material, documents and/or information that:
is generally available or public;
the receiving Party has obtained from a third party without any connection to the acquisition or provision of the Services;
was in the possession of the receiving Party prior to the obtaining of the respective material, documents and/or information from the other Party;
the receiving Party has developed independently, without using any material, documents and/or information received from the other Party; or
the receiving Party is obliged to disclose under applicable law or authority order.
3. Iconics shall also have the right to store material, documents and information submitted, created and/ or received in connection with the Services, following its own archiving practices and observing its confidentiality obligations.
4. Iconics shall have the right to use the experience and knowhow it has accrued in connection with the provision of the Services without any restrictions arising from the confidentiality obligation.
5. The rights and obligations set out in this section 10 shall survive the termination of the agreement.
11 Intellectual property rights
1. The Client shall obtain non-exclusive right to use (including also the right to assign and further amend) those materials and documents that have been created as a result of the agreed Services and that are not subject to limitations set by third party rights.
2. Iconics shall have the right, also after the termination of the agreement, to freely use, store, copy and amend in its operations any materials and documents submitted to the Client, provided that Iconics duly observes its confidentiality obligations and the legitimate interests of the Client.
12 Force majeure
1. A Party shall have no liability for delay or damage caused by an obstacle that is beyond the control of the Party and that it could not have reasonable foreseen when entering into the agreement and the consequences of which could not have been reasonable avoided or overcome ( ). A force majeure faced by a subcontractor of a Party shall also be considered as a force majeure of a Party, if the input of the subcontractor cannot be performed or obtained otherwise without unreasonable costs or substantial delay.
2. The Parties shall have an obligation to notify the other Party of a force majeure and the end of it without any undue delay.
13 Applicable law and dispute resolution
1. The Finnish law, excluding any choice of law provisions, shall be applied to these Terms and all agreements between the Parties. No industry specific general terms, Client’s general terms or other corresponding terms shall apply, unless the Parties have specifically agreed otherwise. However, in case of conflict of general terms, these Terms shall always have priority of application.
2. Any dispute, controversy or claim arising from, or relating to, these Terms or any agreement between the Parties shall, if the Parties are unable to resolve it through negotiations, be resolved in arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. Number of arbitrators shall be one (1). The place of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish. Iconics shall also have a right to collect its receivables in public courts having jurisdiction in the Client’s domicile.
14 Amendments and assignment
1. The Parties shall agree on any amendments to the agreement in writing.
2. Each Party shall have the right to assign the agreements between the Parties to any group company, as defined in the Finnish Accounting Act, and to a transferee of the Party’s business in case of a business transfer. The other Party shall be notified in writing on the transfer. The Party having transferred the agreements shall have joint liability with the transferee towards the other Party, until the other Party has provided its written consent for the transfer. The Parties shall not have right to withhold the consent without grounds. Iconics shall have the right to transfer its receivables under the agreement to a third party.
15 Entry into force and amendments
1. These Terms shall enter into force on 1 September 2018 and be valid until further notice.
2. Iconics shall have the right to amend these Terms by notifying the Client at least thirty days prior to the amendments enter into force.
3. If the Client opposes the application of amended Terms, the Client must notify Iconics on the matter within 14 days from having received information the amendments. If the Parties do not agree otherwise, the agreement between the Parties terminates when the amended Terms enter into force.