These General Terms and Conditions shall be applied to all agreements and services agreed upon between Mandatum Life Services Ltd (“Service Provider”) and the client who ordered the report from the Service Provider (“Client”). The Client accepts these terms by ordering the report for themselves.
The services produced by Service Provider include full-scope services, special services or expert services offered to personnel and bonus funds, pension foundations and funds and other organisations. The services can also include reports, calculations, analyses, plans, recommendations, documents, consulting, advice or other written or oral outputs or drafts thereof.
Carrying out the services Service Provider shall obey the applicable laws to its business. Service Provider shall carry out the services professionally and in accordance with the requirements generally in force in the sector.
The Client undertakes to supply Service Provider, without delay, with any information and documents that are necessary to carry out the services under the General Terms and Conditions. The information must be supplied in writing.
The Client shall be responsible for the accuracy of the information and other data sets supplied by the Client or by its representative to Service Provider. Service Provider is not liable to verify the received information without a separate request for clarification.
The Client must, without delay, inform Service Provider of any changes (or intended changes) in the Client’s circumstances that may have an impact on provision of the services.
The Client must supply all information that is relevant for the service assignment directly to the personnel handling Service Provider’s assignment.
The Client shall be responsible for the decisions related to the implementation of Service Provider’s advice and recommendations.
During the assignment, the Parties communicate with each other through the post and electronically. Unless specifically prohibited by the Client, Service Provider shall communicate with the Client using electronic media.
The Client understands that the use of unprotected email involves security and data protection risks, and that messages might not necessarily reach the recipient, they might be received in an altered form or they or the information contained in them may fall into the hands of a third party. Service Provider shall not be liable for direct or indirect losses stemming from receiving or using emails or the information contained therein which result from information deemed confidential by law falling into the hands of a third party or the message not reaching the recipient unchanged and free of error.
Provided that the assignment shall include handling of personal data, the Parties conclude a separate data protection agreement.
The information, data and documents supplied by the Parties to one another are confidential (“Confidential Information”).
The Parties undertake not to disclose to third parties any information that they have become aware of under these General Terms and Conditions as well as the assignment, pertaining to the financial position, business, trade and professional secrets or other confidential information related to their operations. All information and data received from the Parties or a third party in connection with the purpose defined in the assignment are confidential, regardless of the form and manner in which they have been brought to the knowledge of the Parties or disclosed.
The obligation of non-disclosure does not apply to information: that is public or will otherwise be made public; or that the receiving Party had in its possession prior to the start of the assignment (or prior to it being classified as Confidential Information); or that has been disclosed by a third party without breaching the obligations of non-disclosure; or that has been independently created by the recipient; or that the recipient must disclose in court proceedings.
Service Provider shall have the right to disclose Confidential Information to third parties and other subcontractors it uses in provision of the services. The parties concerned must handle Confidential Information in compliance with these General Terms and Conditions.
Unless otherwise agreed on in the General Terms and Conditions, Service Provider shall have the Client’s permission to disclose Confidential Information to such persons that the Client asks Service Provider to contact for the execution of the assignment or during the assignment execution. Service Provider shall not be liable for the use of Confidential Information by a third party.
Nothing in these General Terms and Conditions shall prevent or limit Service Provider from offering services (including the same or similar services as the assignment) to other clients (also to clients competing with the Client) or from using
or sharing information, experience or skills used in the assignment or obtained from it. This, however, requires that the obligation of non-disclosure is not breached.
Once the Client has paid all of the fees charged by Service Provider on the basis of the assignment, the Client will receive the title to the material related to the service in its tangible form and the right to use it in its business operations. Service Provider owns and reserves all other intellectual property and other rights pertaining to the material related to the service, with the exception of material that the Client has provided to Service Provider for the execution of the assignment and to which the Client retains intellectual property and other rights.
The material and documents received in connection with the assignment shall be stored in accordance with the time limits laid down in legislation. Service Provider shall have the right to keep a copy of every material set related to the assignment and Client information that Service Provider has relied on when preparing its material, provided that the information in question is handled as confidential. At the expiry of the storage period the data and documents shall be destroyed in accordance with Service Provider’s procedures.
Service Provider charges the Client before delivering the report, and payment of the invoice is a condition for the report to be delivered to the Client.
[The term of payment is fourteen (14) days from the invoice date. Any objections concerning invoices must be made in writing within seven (7) days from the invoice date.
Payments that have not been received in full within the term of payment are deemed to be delayed and
overdue with the interests stated in the invoice as from the due date. Uncontested receivables related to the payment shall fall due even if part of the payment is contested.
The Client shall be liable to compensate to Service Provider any costs arising from a delayed payment, such as collection costs. Notwithstanding the above-mentioned provision concerning delay, Service Provider shall have the right, it if so chooses, to revoke the assignment or defer its performance in the case of a delayed payment, without this affecting Service Provider’s rights.
Value-added tax in accordance with the Finnish VAT regulations and possible other taxes and obligatory payments shall be added to the fees charged by Service Provider from the Client.]
Service Provider’s services are based on regulations and practices in force at the time when they are carried out. Service Provider shall not be obligated to update the material related to the service due to subsequent changes taking place in legislation.
Each Party shall be held responsible and liable for direct loss, damages and costs (“Damages”) caused to the other Party by a breach of these General Terms and Conditions. However, Service Provider shall not be held responsible or liable for Damages caused to the Client and resulting from the fact that information that is essential for the assignment has not been provided to Service Provider or has been concealed or presented to Service Provider erroneously.
Service Provider shall not be held responsible for Damages caused by the Client using services produced by Service Provider to other than the purpose specified in the assignment. Neither shall Service Provider be liable to anyone other than the Client. Service Provider shall not be held responsible for Damages occurring from a third party’s usage reliance on the services, advice or recommendations produced by Service Provider.
Service Provider shall not be held liable to the other Party, based on an agreement, a breach or any other reason, for loss of turnover, profit, business or goodwill or any other indirect (for example losses incurred by third parties) expense, damage or cost arising, one way or the other, from a specific, indirect, random or punitive payment on account of or in connection with these General Terms and Conditions. However, the above-mentioned limitation of liability shall not be valid if the Service Provider’s breach concerns the confidentiality clause (Section 5), the intellectual property rights clause (Section 6) of these General Terms and Conditions or if the agreement breach has been caused intentionally.
Notwithstanding what has been stated above and in these General Terms and Conditions otherwise, Service Provider’s total liability for damages in the case of one-time assignment shall be limited to the amount of the fee in accordance with the assignment and in the case of continuous services, the responsibility shall be limited to the fee accumulated during three (3) months preceding the damages. Service Provider’s liability shall be limited to rectification of errors or re-provision or erroneous services if it is possible. The limitation of liability shall not be applied if the damage has been caused intentionally or through gross negligence.
The Client’s right to damages shall expire if a written compensation claim has not been submitted to Service Provider within three (3) months from the date of the damage occurrence and, however, at the latest within six months from the completion or end of the assignment.
Neither Party shall be liable to compensate the other for non-performance or delay of an obligation due to force majeure or some other sudden and unpredictable cause that is independent of the Party (including but not limited to labour disputes), if the other Party is notified of the matter without delay. If such delay or non- performance lasts for at least sixty (60) days, both Parties shall have the right to terminate the assignment with a written notice to the other Party. Should the assinment be terminated pursuant to this section, Service Provider shall have the right to receive full compensation for all of the services that have already been provided and for other costs. The Client must pay open invoices immediately, however, at the latest in accordance with the payment terms of Section 7.
The General Terms and Conditions and the interpretation thereof shall be subject to Finnish law, with the exception of its provisions regarding conflict of laws.
Disputes arising from the General Terms and Conditions shall primarily be settled through bilateral negotiations between the Parties. If the Parties fail to reach an understanding by way of negotiations, the dispute shall be definitively settled in accordance with the rules of the arbitration committee of the Finnish Chamber of Commerce using the single-arbitrator procedure. The procedure shall take place in Helsinki. The arbitration procedure shall be conducted in Finnish, unless agreed otherwise.
Nothing that has been agreed upon in these General Terms and Conditions shall restrict or be considered as restricting the Parties’ rights to seek protective measures or enforcement of the decision of the court of arbitration by a competent court or authority.
Should any provision of the General Terms and Conditions be declared or become illegal, invalid or otherwise impossible to apply in accordance with the applicable legislation, it shall have no effect as to the validity and applicability of the remaining provisions.
The General Terms and Conditions shall remain in force until further notice, until one of the Parties terminates it. Termination shall take place by submitting a written notice to the other Party six (6) months prior to the end of the current financial year, unless otherwise agreed between the Parties. In addition, the Parties shall have the right to revoke the General Terms and Conditions with immediate effect if (i) the other Party materially breaches its contractual obligations, or (ii) the other Party becomes insolvent, is subject to debt recovery procedure or is placed in bankruptcy or liquidation (for a reason other than corporate restructuring) or if the other Party’s business or part thereof is placed with a receiver, or a liquidator is designated for the other Party.
Service Provider shall have the right to transfer the General Terms and Conditions in the event of a corporate transaction, integration, merger, split, transfer or disposal of business or a situation in which another company starts conducting the business or part of the business conducted by it.
Should any one of the Parties terminate the General Terms and Conditions, Service Provider shall invoice from the Client all outputs, services and other costs already performed but not yet invoiced. The Client must pay open invoices immediately, however, at the latest in accordance with the payment terms of Section 7. Sections 5, 6, 8 and 10 of the General Terms and Conditions shall remain valid after the expiry of the General Terms and Conditions.
