GENERAL TERMS AND CONDITIONS FOR BUSINESS SERVICES

 

SERVICE PROVIDER

Wellbeing Village Ltd (Business ID: 2859649-1)
Pääksniementie 50
FI-03400 Vihti, Finland

("Wellbeing Village")

 

CONTACT PERSON

Tero Pajunen
Tel. +358 50 585 1500
E-mail: tero.pajunen@hyvinvointikyla.fi

 

SCOPE OF APPLICATION

Wellbeing Village provides professional services to companies and other organisations (the "Client") in accordance with these General Terms and Conditions for Professional Services (the "Terms"), unless otherwise agreed by the parties in writing.

 

AGREEMENT ON THE CONTENT AND PRICE OF THE SERVICES

The content and pricing of the professional services shall be agreed separately on a case-by-case basis in a written quotation and/or service agreement. These Terms form an appendix to such quotation or agreement and shall apply where relevant to the individual assignment.

 

FORMATION OF THE AGREEMENT

An order shall become binding when the Client has accepted Wellbeing Village's written quotation in writing.

 

INVOICING

Wellbeing Village shall invoice the Client either according to the agreed fixed project fee or on a time-and-materials basis, as agreed.

 

Payment terms are fourteen (14) days net from the invoice date. Interest on overdue payments shall be ten (10) per cent per annum. All prices are exclusive of VAT, which will be added where applicable.

Should additional costs arise or price adjustments become necessary after the quotation has been accepted, these shall always be agreed separately in writing.

 

RIGHTS AND OBLIGATIONS OF WELLBEING VILLAGE

Wellbeing Village shall inform the Client as soon as reasonably possible if any issue arises in connection with the assignment.

 

If such an issue or its resolution causes significant inconvenience to the Client, Wellbeing Village shall negotiate appropriate compensation. Such compensation may consist of a discount on the agreed fee or, where the cancellation of the assignment is attributable to Wellbeing Village, a refund of any payments already received from the Client.

 

Wellbeing Village may use subcontractors and/or its own specialists in providing the professional services and shall remain fully responsible for their work.

 

Wellbeing Village shall not be liable for any loss or damage suffered by the Client that results from an unforeseeable force majeure event or other comparable circumstance beyond Wellbeing Village's reasonable control, including but not limited to war, fire, decisions of public authorities, natural disasters, power outages, or similar events that could not reasonably have been prevented or avoided.

 

RIGHTS AND OBLIGATIONS OF THE CLIENT

The Client accepts these Terms upon placing the order.

 

The Client shall provide Wellbeing Village with all information, materials and instructions necessary for the performance of the services. The Client is responsible for ensuring that all information and instructions supplied are accurate, complete and correct.

 

The Client shall cooperate with Wellbeing Village in the provision of the services and shall make all decisions required for the performance of the services without undue delay.

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INTELLECTUAL PROPERTY RIGHTS

The Client is granted a non-exclusive licence to use the materials and deliverables created as a result of the agreed services, including the right to transfer and modify such materials, provided that their transfer is not restricted by any third-party rights.

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The copyrights and all other intellectual property rights to the Client's own materials and content made available to Wellbeing Village for the purpose of performing the services (the "Client Materials") shall remain vested in the Client.

 

The Client warrants that the Client Materials do not infringe any copyright, intellectual property right or other right of any third party and that the Client has the right to provide the Client Materials to Wellbeing Village. The Client grants Wellbeing Village a non-exclusive licence to use the Client Materials to the extent necessary for the performance of the agreed services.

 

Subject to its confidentiality obligations and the Client's legitimate interests, Wellbeing Village shall have the right to use, store, copy and adapt the materials and content provided by the Client for its internal business purposes, including after the contractual relationship between the parties has ended.

 

ACCEPTANCE OF THE SERVICES

The Client shall confirm acceptance of the completed services in writing.

 

The Client shall notify Wellbeing Village in writing of any objections or claims concerning the performance of the services no later than fourteen (14) days after the relevant services have been completed. The Client shall not be entitled to rely on any defect in the services unless such notice has been given in accordance with this provision.

 

Wellbeing Village shall have both the right and the obligation to remedy, at its own expense, any defects in the performance of the services. The Client's remedies in respect of such defects shall be limited to the correction of the defects.

 

DATA PROTECTION

Wellbeing Village processes the personal data of the Client's contact persons in accordance with its Privacy Policy as in force from time to time.

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CONFIDENTIALITY

Both parties, Wellbeing Village and the Client, undertake to keep confidential all materials and information received from the other party that are marked as confidential or that should reasonably be understood to be confidential.

 

The confidentiality obligation shall not apply to information or materials that:

1. are publicly available or otherwise in the public domain;

2. have been lawfully obtained from a third party other than in connection with the purchase or provision of products or services;

3. were already in the receiving party's possession before being disclosed by the other party;

4. have been independently developed by the receiving party without using the other party's confidential information or materials; or

5. must be disclosed pursuant to applicable law or a binding order of a competent authority.

 

Notwithstanding the confidentiality obligations set out above, Wellbeing Village shall be entitled to retain materials provided, received or created in connection with the performance of the services in accordance with its internal document retention and archiving policies.

 

Wellbeing Village shall also be entitled to use the know-how and experience acquired in the course of providing the services, provided that no confidential information of the Client is disclosed.

 

The rights and obligations set out in this section shall survive the termination or expiry of the contractual relationship between the parties.

 

LIABILITY AND LIMITATION OF LIABILITY

Wellbeing Village maintains comprehensive professional liability insurance covering its business operations.

The Client shall indemnify Wellbeing Village in full for any direct loss or damage caused by the Client.

 

Neither party shall be liable for any indirect or consequential loss or damage, including but not limited to loss of profit, liability to third parties, or losses resulting from a reduction or interruption of production or business operations.

 

The limitations of liability set out above shall not apply to any loss or damage caused intentionally or through gross negligence by Wellbeing Village, the Client, or their respective employees, representatives or agents.

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MISCELLANEOUS

These Terms supersede all prior oral and/or written agreements, understandings and representations between Wellbeing Village and the Client relating to the provision of the services.

 

Any amendments to these Terms and/or any other agreement between Wellbeing Village and the Client shall be valid only if made in writing and signed by both parties.

 

Wellbeing Village shall have the right to use the Client's name on its website and in its marketing materials as a reference. Any other use of the Client as a reference shall be subject to the Client's prior approval.

 

TERMINATION OF THE CONTRACT

Where the contractual relationship between Wellbeing Village and the Client is of indefinite duration, either party may terminate the agreement by giving fourteen (14) days' written notice.

 

Where the agreement has been concluded for a fixed term, it shall automatically terminate upon the expiry of that term.

 

In addition, either party shall have the right to terminate the agreement with immediate effect if:

1. the other party becomes subject to a registered public payment default, insolvency proceedings are commenced against the other party, or the other party's financial position has otherwise become materially impaired;

2. the other party fails to pay an overdue and undisputed amount within fourteen (14) days after receiving a written payment reminder; or

3. the other party otherwise materially breaches the service agreement and/or these Terms and fails to remedy such breach without undue delay and, in any event, within fourteen (14) days after receiving written notice of the breach together with notice of the intention to terminate the agreement.

 

Any notice of termination, whether by ordinary termination or immediate termination for cause, shall be made in writing in order to be valid.

 

The Client shall remain liable for payment of all agreed fees and other charges relating to services performed prior to the termination of the contractual relationship.

 

ASSIGNMENT

Wellbeing Village shall have the right to assign, in whole or in part, its rights and/or obligations under the contractual relationship between the parties to a transferee in connection with the transfer of its business, provided that the Client is notified in writing in advance.

 

Until the Client has given its written consent to such assignment, Wellbeing Village shall remain jointly and severally liable with the transferee for the performance of the assigned rights and/or obligations towards the Client. The Client shall not unreasonably withhold or delay its consent to such assignment.

 

Wellbeing Village shall also have the right to assign or transfer any receivables arising from an order to a third party.

The Client shall not assign or transfer any of its rights and/or obligations arising from an order to any third party without the prior written consent of Wellbeing Village.

 

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of Finland.

 

The general terms and conditions of any industry, the Client's own standard terms and conditions, or any similar terms shall not apply unless their application has been expressly agreed in writing between Wellbeing Village and the Client. In the event of any conflict between such terms and these Terms, these Terms shall prevail.

 

Any dispute arising out of or relating to these Terms shall primarily be resolved through negotiations between the parties. If no settlement can be reached, the dispute shall be submitted to the District Court of Western Uusimaa as the court of first instance.

 

These Terms were last updated on 8 April 2022.

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