Tulus Oy – General Terms and Conditions

Application of the General Terms of Delivery

These General Terms and Conditions of Delivery apply to all offers, orders and contracts (hereinafter referred to as the “Agreement”) between Tulus Oy and its subsidiaries (hereinafter the “Supplier”) and its customers (hereinafter the “Client”) regarding marketing communication services, unless otherwise agreed. Changes to these general terms and conditions must be agreed in writing.

Responsibility of the Supplier

The Supplier is responsible for ensuring that the tasks they perform comply with the Agreement and meet the requirements of the laws and regulations in force in Finland.

The Supplier has the same responsibility for the work of subcontractors as for their own work. If the Client selects a subcontractor to be used by the Supplier as obligated by the Client, the Supplier shall not be responsible for the work of the subcontractor, instead the Client shall be responsible for the work of the subcontractor. The Client may, for justified reasons, prohibit the Supplier from using a particular subcontractor. Correspondingly, the Supplier may, for justified reasons, refuse to use a particular subcontractor selected by the Client.

Material

The Client shall provide the Supplier with material relevant to the performance of the work or authorise the Supplier to obtain the material themselves. The Supplier is not obliged to provide background material (e.g., interview material, information gathered from various sources, etc.) for the use of the Client or to archive the source material for later use without a separate written agreement. The material produced by the Supplier will be handed over to the Client at the end of the project in accordance with the Agreement and in the form specified by the Client at the beginning of the project, and the Supplier has no obligation to archive the material thereafter. The material is the property of the Client with full rights after payment of the invoice in accordance with the Agreement.

Duties and Responsibilities of the Client

The Client is obliged to participate in the project as mentioned in the Agreement, to provide the Supplier with the necessary instructions and comments for/approvals of the produced material in accordance with the agreed schedule. After approval, the Client is responsible for the content and use of the material produced. The Supplier has the right to distribute the material approved by the Client to the media insofar as the distribution is part of the content of the Agreement. Changes made to the material after the end of the project are considered a new contract/project.

Mutual Communication

The Supplier and the Client shall communicate in meetings, by telephone, e-mail or other electronic means. The Supplier is obliged to inform the Client about issues related to the progress of the work (possible delays, changes in the content, change of authors during the project, etc.) regularly and as soon as possible as the situation changes. The Client is obliged to answer any questions asked by the Supplier as soon as possible.

Task Completion and Schedules

Each order or entity is agreed in advance. The Supplier shall send the Client an order confirmation by e-mail stating the content of the work to be performed, the contract price, or, in the case of hourly work, a workload estimation and a schedule.

Price of Services, Invoicing Times and Payment Terms

The Supplier will provide a separate schedule for all work and a workload estimate that considers the Agreement or hourly rate or the content of the work.

At the end of each month, the Supplier will invoice the work done so far. The Client must pay the invoices within 14 days of the invoice date. If the work is performed on a weekend or public holiday due to the Client’s urgent schedule, the Supplier reserves the right to charge a 40% increased price.

The Supplier shall charge the Client for the travel costs related to the performance of the assignments in accordance with the instructions of the Finnish Tax Administration (tax-free reimbursement of travel expenses). Travel costs are counted from the Tulus office nearest to the Client.

The Client must pay the invoices by the due date. For the period after the due date, the Supplier has the right to charge default interest in accordance with the Finnish Interest Act.

Confidentiality and Information Security

Both parties agree that no information or material classified as confidential by the other party may be disclosed or handed over to third parties. This also covers confidential and non-confidential information received from third parties in connection with the Client’s assignments.

Confidential material means any oral or written information, including electronic, commercial, financial, technical or other information, including trade secrets, obtained by the parties in connection with an order or otherwise, regardless of the way the information is disclosed to or obtained by the parties. Material and information concerning the Client and their customers are, by default, confidential.

However, by way of derogation from the above, confidential material does not mean information,

(a) which is already generally known at the time of disclosure,

(b) which, after disclosure, becomes known to the public in breach of this Agreement; or

(c) that a contracting party is required to disclose or hand over under mandatory law or an order of a court or other equivalent competent authority.

The Supplier’s data security is ensured by protecting the company’s internal network with a firewall and preventing remote connections to the network from outside. Both incoming and outgoing e-mail traffic is scanned for viruses. Copies of files containing customer information are stored on a secure, online file storage that is located at the Suppliers premises and backed up. Only Supplier employees have access to the files on the network drive.

Anti-solicitation

The Client pledges not to recruit the Supplier’s employees directly or indirectly and not to solicit the Supplier’s employees to leave the Supplier’s service to the Client or any other party.

Intellectual Property Rights

All transferable trademark rights, copyrights, related rights and other intellectual property rights arising from the assignments will be transferred in their entirety to the Client. However, notwithstanding the above, the Supplier has the right to use the material, information and know-how generated in the execution of the assignments also for assignments for other customers.

Notwithstanding the foregoing, all intellectual property rights that the Supplier had prior to the execution of the assignment and that were created/developed by the Supplier outside the Agreement shall remain the property of the Supplier.

The Client acquires the right to change and own all the material and recordings prepared for the Agreement after paying for them in full.

The Supplier shall notify the Client in writing of any restrictions to the right of ownership, right of use, copyright or intellectual property imposed by third parties before the execution of the order. The notice includes information on restrictions on usage time, area, method (such as advertising media or print volume) and other factors. The Supplier is responsible for ensuring that the material used for advertising or in a project does not infringe anyone’s copyright or other intellectual property rights. The Supplier shall immediately notify the Client if there is reason to suspect that intellectual property rights will be infringed.

The Client shall notify the Supplier of any limitations to the right of ownership, right of use, copyright or intellectual property rights imposed by third parties to the extent specified in the preceding paragraph with respect to the material supplied by the Client. The Client is responsible for ensuring that the material provided by the Client to the Supplier does not infringe the intellectual property rights of third parties.

The Supplier’s Reference Right

The Supplier may use the work done for the Client as a commercial reference. The Supplier’s subcontractors may not mention the work done for the Client as a commercial or other reference without a separate agreement.

Validity, Termination and Cancellation of the Agreement

The Agreement is valid until further notice or for a fixed period (for example, for the duration of a specific project) as agreed by the parties.

The parties have the right to terminate an Agreement, which has been agreed to be valid until further notice, by giving at least three (3) months’ notice. Notwithstanding the termination, work ordered prior to the termination will be completed and will be charged normally.

If either party substantially violates the terms of this Agreement or acts in a substantially infringing manner to the other party and fails to remedy the violation within thirty (30) days of receiving a written notice, the aggrieved party shall have the right to terminate the Agreement immediately in writing.

Limitation of Liability

The Supplier shall not be liable for any indirect or consequential damages to the Client. The Supplier’s liability for direct damage to the Client is limited to the VAT-free price of the individual order that the damage concerns. If the damage is not related to a single order, the Supplier’s liability for direct damages is limited to a maximum of EUR 20,000.

Amendments to the Agreement

Any amendments to the Agreement must be mutually agreed in writing.

Applicable Law and Settlement of Disputes

Finnish law applies to these General Terms and Conditions and the Agreement.

Any disputes related to the General Terms and Conditions and the Agreement shall be settled amicably through negotiations. If the parties fail to reach a mutually satisfactory settlement within a reasonable time, the disputes shall be settled in a one-member arbitration tribunal in Tampere, Finland, in accordance with the rules of the Arbitration Institute of the Finland Chamber of Commerce.