General conditions

Yleiset toimitusehdot suomeksi löytyvät täältä

 

1.  Nature of the commitment

SEIKKAILU OY will render a specialist event managem­ent service as specified in the proposal to the CLIENT and will use its best efforts to do so. SEIKKAILU shall, with its own personnel and/or with third parties to be selected by SEIKKAILU, according to its own best judgement, devote its time and efforts to the coordination and execution of its tasks, entirely free of any employment relationship and with complete autonomy.

2.  Information and permits

The client undertakes to inform SEIKKAILU immediately in respect of any difficulty that could impede the execution of the collaboration at the time set and location selected by the client and will provide SEIKKAILU with all information that could make the collaboration easier.


In case the client provides the location HIMSELF, the client bears responsibility for acquiring and retaining any permits, certifications or allowances required to enable SEIKKAILU to fulfil its obligations under this agreement.

3. Commencement of Assignment

The assignment is considered effective and these General Conditions becoming binding when CLIENT accepts the written proposal prepared by SEIKKAILU. It is expressly agreed by both parties that the proposal can be accepted both in written and by electronic format (such as email or any other means considered as transmitting the acceptance). The proposal can also be accepted orally. Burden of proof that such acceptance has not taken place is on the pleading party

4.  Terms of payment

The client will pay SEIKKAILU the amount proposed by SEIKKAILU and accepted by the client, in the following instalments of the total estimated charges.:

  • 20%  On agreement of preliminary program
  • 60% 30 days prior to event commencement
  • 20% No later than 14 days after the event
  • Extras within 8 days of final reconciliation

Invoicing according to the participant number brought to SEIKKAILU knowledge by client as per 14 days prior to the event or, if larger, according to materialized number of guests. 

In online and hybrid events, the headcount invoiced can be maximum 15% lower than the estimated number of participants at the point of agreement of the preliminary program

All budget items are in Euros unless otherwise stated, excluding VAT, any additional insurances and any additional taxes, levies, costs, etc. All payments must be made net of bank charges and all taxes.

If payment is not received, SEIKKAILU may suspend the project until payment is received.

5.  Performance undertaking – Safety – Insurances

The activities carried out by SEIKKAILU for the benefit of the client in the fulfilment of its assignment constitute a performance under­taking for SEIKKAILU.

The client, which also has a performance undertaking with respect to SEIKKAILU, confirms that its cooperation is just as important for the proper execution of the event and will collaborate with SEIKKAILU to the best of its ability. 
The client will therefore ensure that SEIKKAILU is able to carry out its undertakings in an environment that meets the strictest standards of safety and hygiene, in compliance with any additional safety conditions that SEIKKAILU may communicate to the client.
SEIKKAILU has the right to decline to carry out an agreed undertaking if the basic and/or any additional safety conditions have not been met.
The client is completely and solely responsible and liable for all of its personnel and appointees assigned.
The client is liable for all damages caused by careless, inappropriate or unsafe conduct by its employees and appointees during or related to the event.
As required, the client himself will verify that its employees and appointees are in possession of a valid driver’s licence. The client bears all responsibility and liability in respect of this provision.

SEIKKAILU retains the right to stop the event if, in the opinion of the lead facilitator, any delegate(s) is posing a danger to themselves or others. Under these circumstances, the full fee agreed will be payable to SEIKKAILU.

SEIKKAILU guarantees that any civil liability of its own or of its employees – excluding any third parties (i.e., persons other than employees of SEIKKAILU) will be insured to the maximum amount of EUR 500 000 personal injury or material damage for required for accidents during an event and resulting from material supplied by SEIKKAILU. The client is entitled, subject to a timely and explicit request to SEIKKAILU, to elect to have more coverage for one or more of the aforementioned risks. The client is aware – that he – in the event that he does not elect to have additional insurance coverage – can make no claim against SEIKKAILU beyond the existing insurance coverage.

To the degree necessary, the client waives any claim against SEIKKAILU for any possible additional damages. That – notwithstanding the fact that SEIKKAILU has taken the necessary precautions for the reasonable protection of all of the participants - certain physical and non-physical risks are associated with specific activities, the use of certain materials, vehicles, etc. (this is a non-exhaustive list). More extensive coverage is available on request.

The client should verify whether a ‘personnel event' is covered by its own personnel insurance; if necessary, the client’s insurance company should be informed well in advance. The client is responsible for doing that himself.

SEIKKAILU is liable for personal injury and material damage during an event provided by SEIKKAILU to the degree that can be demonstrated that SEIKKAILU made an error in the execution of the event and it can be proved that the damage was the result of that error. Except in the event of intention or gross negligence on the part of SEIKKAILU, and unless the damage caused is covered by SEIKKAILU' civil liability insurance policy, SEIKKAILU is liable to pay compensation for damages to a maximum not to exceed the invoice amount paid for the event that led to the damage.

SEIKKAILU is not liable for compensating personal injury or material damage if such have been caused by injured party’s own negligence, intoxication, aggressiveness or negligence of instructions, advice or orders given by SEIKKAILU personnel. SEIKKAILU is not liable for consequential loss, including loss of profit.

Damages will only be compensated if the person suffering the damages informs SEIKKAILU as soon as possible and on-site so that the cause of the damage can be ascertained and the consequences can be limited. The client is aware that a failure to inform SEIKKAILU immediately will absolve SEIKKAILU from any and all liability.

6.  Intellectual Property Rights

All materials and information shared by SEIKKAILU as part of event management service provided will at all times during the event project and afterwards remain the property of SEIKKAILU regardless of whether they were created especially for THE CLIENT. THE CLIENT agrees not to copy or reproduce any of these materials and not to share proprietary information or documentation with any parties who were not in attendance on the date of the event except where otherwise explicitly agreed.

7.  Confidentiality and Non-competition

7.1  Unless otherwise agreed in this agreement, the client most explicitly undertakes not to itself commercialize or make known or provide in any way to third parties any information, services and/or materials (this is a non-exhaustive list) provided by SEIKKAILU in any way in the course of implementing this agreement, including but not limited to ideas, concepts, methods, know-how or commercial and/or financial information (herein­after referred to as the “Confidential Information”). 

The client will only be authorized to take copies of the Confidential Information to the degree that they are strictly necessary for the implementation of this agreement. The client will only be authorized to share the Confidential Information with those of his employees or appointees who are directly involved in the implementation of this agreement, on condition that those employees and/or appointees have signed a confidentiality agreement with the client in respect of the confidentiality of the Confidential Information and where that agreement is at least as strict as the provisions of this agreement. The client undertakes to take immediately at the request of SEIKKAILU all measures necessary to ensure the strict compliance with the aforementioned confidentiality agreem­ents by the employees and/or appointees of the client.

The client agrees to immediately return the Confidential Information to SEIKKAILU or, at the explicit request of SEIKKAILU, to destroy it, upon termination of this agreement for any reason whatsoever.

7.2  The client undertakes in the strongest terms possible – unless SEIKKAILU gives its explicit permission to the contrary in writing – to refrain from developing, directly or indirectly, activities similar to those of SEIKKAILU and which could be considered to be competitive with SEIKKAILU, either by entering the employment of one of the direct competitors of SEIKKAILU, or by executing a director’s mandate in the company of a direct competitor of SEIKKAILU, or by launching an independent competitive activity in the event-organization sector.  The restriction on competition applies worldwide.

7.3  The client undertakes in the strongest possible terms - unless SEIKKAILU gives explicit written permission to the contrary - to refrain from engaging, directly or indirectly, employees, sub-contractors, or similar personnel affiliated with SEIKKAILU, either on a freelance basis, or on a permanent or contract employment basis.

7.4  Infringement of one or more of the provisions of Articles 5 or 6 of these general terms and conditions by the client will result in the client being liable to pay a fair and lump-sum payment to SEIKKAILU in the amount of EUR 10,000 per infringement, without prejudice to the right of SEIKKAILU to demand compensation for any additional effective damage.

7.5  The provisions of Article 7, sub-sections 1, 3 and 4 of this agreement survive the termination of the agreement for any reason whatsoever for a period of ten (10) years following the date of termination. The provisions of Article 7, sub-section 2 of this agreement survive the termination of the agreement for any reason whatsoever for a period of one (1) year following the date of termination.

8.  Termination / Dissolution

Unless agreed otherwise in this agreement, this agreement can only be terminated by both parties by mutual consent confirmed in writing. In the event of a serious shortcoming by one of the parties in respect of its obligations under this agreement, without said shortcoming having been remedied within ten (10) calendar days of having been notified of the shortcoming by the other party, this agreement may be legally dissolved at the request of the latter party, unless stipulated otherwise in this agreement and without prejudice to the right of that other party to claim damages.

If the client fails to pay amounts owed to SEIKKAILU on time, and in the event of liquidation, court protection from creditors or the bankruptcy of the client, SEIKKAILU is entitled, without prior notification of default, to terminate or dissolve this agreement in whole or in part with immediate effect or to suspend the implementation of the agreement. In that event, all amounts owed by the client to SEIKKAILU become payable immediately.

If the client terminates this agreement for any reason other than a proven serious error on the part of SEIKKAILU, the client will be liable to pay SEIKKAILU for all damage suffered as a result of the termination.

The client is aware that such compensation for damages - partly as a result of engagements that SEIKKAILU may have entered into in respect of its employees and/or third-party appointees - could be substantial.

The compensation for damages that SEIKKAILU will be due will be at least – unless SEIKKAILU can demonstrate greater damages suffered - the following percentage of the budget proposed by SEIKKAILU and accepted by the client:

  • in the event of termination more than 6 weeks before the event, at least a lump sum payment of 20%
  • in the event of termination less than 2-6 weeks before the event, at least a lump sum payment of 60 %,
  • in the event of termination less than 14 days before the event at least a lump sum payment of 100 %

The above compensation also applies in the event of a partial termination of the agreement. The compensation for damages due to SEIKKAILU then comes wholly due.

If, for reasons beyond its control (non-exhaustive list: force majeure, strikes, weather conditions, technical defects, black-out electricity, etc.) specific events cannot be delivered as agreed, SEIKKAILU will attempt to provide alternatives, which the client is free to accept or decline. If the client declines such a proposal/alternative without good cause, however, or if in the opinion of SEIKKAILU no alternative can be proposed, SEIKKAILU will be absolved of all of its obligations towards the client without the client thereby acquiring any right to compensation.

Nor will SEIKKAILU be in any degree liable towards the client nor owe any compensation for damages if it decides to cancel specific events in whole or in part and/or not to provide or deliver specific materials and/or other things for reasons having to do with safety.

9.  Changes

This agreement supersedes all previous agreements and can only be changed by both parties by the written consent of both parties with a reference to this agreement. The nullity or the inability of implementing one or more of the clauses of this agreement does not extend to the other clauses. Everything that is not explicitly provided for in this agreement falls under the authority of the normal legal stipulations. 

Not applying a provision of this agreement does not mean that SEIKKAILU has renounced its right to apply it in a similar situation. If one of the provisions of this agreement cannot be implemented because it has been nullified or is at risk of being nullified, the parties agree to replace that provision with another provision that will concur with the nullified or nullifiable provision as much as possible in terms of content and scope without having any influence on the other provisions of this agreement. 

10.  Applicable Law and Competency

Agreements between SEIKKAILU and CLIENT and these conditions are governed by Finnish Law.

Disputes concerning the implementation will be carried on in the Finnish language and will be brought before the exclusive legal authority of the courts of Finland.