General Terms and Conditions of Sale
1. Scope of application
These general terms and conditions of sale apply between Seinäjoki University of Applied Sciences Ltd (hereinafter referred to as “SeAMK”) and the customer (hereinafter referred to as the “Customer”) in connection with the services provided by SeAMK to the Customer (hereinafter referred to as the “Services”) and the Agreements concerning the delivery of the Services.
If the Services include the sale of physical products, these general terms of sale shall also apply to the products, as applicable.
2. Definitions
“Customer” refers to the customer specified in the quotation, order or Agreement for the sale of Services.
“Services” refer to the services to be delivered to the Customer that are specified in the Customer’s order, SeAMK’s offer and/or stated in the Agreement, including any physical products included in the services.
“Agreement” refers to the agreement between SeAMK and the Customer concerning the provision of services and including all its appendices. The Agreement may be drawn up as a separate contract document, in which case the Agreement will be concluded as agreed in the contract document. If a separate contract document is not drawn up, the Agreement is concluded when the Customer’s written order corresponds to SeAMK’s offer or SeAMK confirms the Customer’s order in writing. The Agreement is also concluded when the Customer orders, for example, a measurement or other standard service, and the order is given verbally, by telephone or e-mail, even if the order is not confirmed in writing. If such an order is confirmed in writing, the Agreement will only be concluded when it has a written signature.
“Written” means a signature on paper, an electronically signed document or an e-mail from the contact person of SeAMK/Customer with the right to sign.
3. Validity of the Agreement
The sale of services will not be binding on SeAMK until the Agreement has been concluded.
The validity of the Agreement shall terminate upon the completion of the Services, unless otherwise agreed in writing by the Parties.
4. Insurance
SeAMK is responsible for ensuring that it has the standard insurance cover required for the performance of the Services.
If the Services are performed at the Customer’s premises or using the Customer’s tools, adequate liability insurance must be maintained at the Customer’s expense, which covers the responsibilities and risks included in the Agreement between the Customer’s parties.
5. Customer’s obligation to contribute
The Customer is obligated to contribute to the performance of the Service under the Agreement in respect of all factors that are in the Customer’s control. The circumstances in which the services are provided cannot be changed so that the other party would incur costs or other inconvenience. If the performance of the Service in accordance with the Contract is not completed due to the Customer’s lack of contribution, SeAMK has the right to terminate the Contract and charge for the work already performed, including the planning phase.
6. Price and terms of payment
The Parties agree on the price of the Services in the Agreement. Value-added tax at the current VAT rate will be added to the price. If taxes or fees regulated by the authorities change, SeAMK has the right to adjust the prices accordingly.
The prices do not include travel, accommodation or daily allowance costs, unless otherwise agreed. Travel, accommodation and daily allowance expenses are charged in accordance with the Tax Administration’s recommendations. Travel time is charged according to the actual travel time at the hourly rate, unless otherwise agreed.
The term of payment is 14 days net unless otherwise agreed in the Agreement. Late payment interest is charged in accordance with the Interest Act. Comments on the invoice must be made by the due date.
7. Intellectual property rights
All copyrights and other intellectual property rights related to materials, presentations, blueprints, definitions, manuals, instructions and plans prepared by SeAMK and/or its employees or other experts (“Background Material”) remain the exclusive property of SeAMK or the parties in question.
The research material (survey, measurement, etc. data, results of information retrieval) collected for the Service under the Agreement, including different recordings, will remain in SeAMK’s possession and ownership after the Service has been completed, unless there is a statutory obstacle to it, or it is otherwise agreed.
The Customer shall not gain any right to the materials mentioned above in this section 7 unless SeAMK and the Customer expressly agree otherwise in writing in advance.
Any new reports and other results (“Service Results”) that may be generated in the implementation of the Service are the Customer’s property, unless otherwise agreed in the Agreement. SeAMK has the right to keep copies of the results of the Service that were submitted to the Customer and use them in its own activities.
SeAMK has the right to use the Customer as a reference in its marketing unless the parties agree otherwise in writing in advance.
8. Errors and delays
If the Service is not what was agreed upon in the Agreement, SeAMK undertakes to correct any errors in the Service free of charge.
If the performance of the Services is delayed for reasons solely at SeAMK’s responsibility, there is no force majeure and the delay has caused justified damage to the Customer, SeAMK will reimburse the Customer for 0.5% of the price of the Services for each full week of delay, however no more than 5% of the price of the Services. The above-mentioned is the only method of reimbursement for delays.
9. Liability and limitation of liability
SeAMK is responsible for ensuring that it has the professional skills, diligence, know-how and experience required to fulfil its obligations under the Agreement between the Parties, and that it performs the Services carefully and professionally.
SeAMK’s liability is always limited at most to the total price of the Services delivered. SeAMK is not liable for indirect damages. However, limitations of liability shall not apply if the damage has been caused by intent or gross negligence. If the Services include physical products, the provisions of the Product Liability Act in force at the time shall be complied with as applicable.
10. Changes to the Services
If the Customer requests changes and/or additions to the Services specified in the Agreement or related to their performance, the Parties undertake to negotiate in good faith on the requested changes. All changes and/or additions must be agreed upon in writing for them to be valid. Any impact that changes and/or additions have on the schedule, price and other terms and conditions shall be agreed at the same time and in writing between the parties.
SeAMK has the right, without the Customer’s approval, to remove the person performing the Services for a justified reason and replace them with another person, provided that this does not result in a significant change in the content of the Services and that the person replacing them has the corresponding professional skills.
11. Subcontractors
SeAMK has the right to use subcontractors and/or partners in the performance of the Services without the Customer’s consent. SeAMK is responsible for the performance of its subcontractors to the Customer in accordance with these general terms and conditions of sale.
12. Confidentiality
All materials, documents, presentations, definitions, technical information and other information and materials that SeAMK has submitted to the Customer in connection with the Services are for the sole use of the Customer and the Customer shall not have the right to disclose such information to third parties without the prior written consent of SeAMK, excluding the results of the Service.
The Customer acknowledges and agrees that research and development work may occur in connection with the performance of the Services, the nature of which may require information comparable to business secrets to be brought to the attention of research authors, students and/or their supervisors. This information shall be treated as confidential.
The obligation of confidentiality set out in this section 12 continues even after the termination of the Agreement between the Parties.
13. Force majeure
Neither party shall be liable for delays or damages caused by force majeure beyond its control, such as war, terrorism, fire, strike, acute illness, or similar unforeseen events.
In case of force majeure, the party must inform the other party of the situation without undue delay. After this, the deadline for the completion of the services will then be extended to a reasonable extent so that SeAMK is able to complete the Services.
14. Other terms and conditions
Rights and obligations under the Agreement cannot be transferred to a third party without the prior written consent of the other party.
All changes to the Agreement shall be made in writing with the agreement of both parties.
The fact that a Party does not invoke any of its rights under the Agreement or does not exercise its right to lodge claims against the other Party does not mean that the Party would waive its right to invoke any of its previously waived rights in the future.
15. Applicable law and disputes
The Agreement is governed by Finnish law.
All disputes arising from the Agreement, matters referred to in these Terms and Conditions or related to the Services shall be settled in a one-arbitrator arbitration procedure in Seinäjoki. The arbitrator is appointed by the Arbitration Board of the Central Chamber of Commerce, and the arbitration proceedings are conducted in accordance with the rules of the Board.