General terms of delivery

1.     Scope and definitions

The general terms of delivery of EastCham Finland kauppakamariyhdistys ry (hereinafter referred to as “EastCham”) shall apply unless otherwise agreed.

EastCham produces information, events, counselling and other internalization and export promotion services (hereinafter referred to as “Service”).

In these terms of delivery, client refers to a natural or a juristic person (hereinafter referred to as “Client”) who, on the basis of a written quote received from EastCham, commissions EastCham to produce Services.

2.     Preliminary information concerning the Services

EastCham shall provide preliminary information concerning the Services without obligation, including preliminary estimates of the costs of the project. EastCham shall inform the Client of any essential changes to the cost estimates without delay.

3.     Quote and placing an order

EastCham’s quote concerning the Service specifies the content of the Service and any terms concerning the Service that diverge from the general terms of delivery. The terms and conditions specified in the quote take precedence over these terms and conditions.

Upon its discretion, EastCham may set special terms and conditions for the client relationship.

The Client primarily orders the service in writing as designated by EastCham by the deadline. EastCham shall have the right, but not the obligation, to accept any orders and commissions received after the deadline or in a format other than written.

4.     Conclusion of an agreement

An order agreement concerning the Service will be concluded between EastCham and the Client once EastCham has received the order and sent an order confirmation to the Client. If EastCham has prepared a written quote for the Client, an agreement shall be concluded once the Client accepts the quote in writing. Any response to the quote including additions, restrictions, terms or conditions shall not be binding to the party performing the Service; instead, the response shall be considered a counteroffer by the Client.

Any orders submitted via email, signups and order confirmations delivered via the website and other written notifications between EastCham and the Client shall be considered to have been made in writing. The Client’s binding, written order can be placed using a specific online order form which can also be delivered to EastCham electronically.

The signup shall not be binding to EastCham until the form filled out by the Client has been checked and approved. The acceptance of the Client’s signup shall be reported via email.

5.     Service design and the Client’s duty to disclose

EastCham shall be in charge of designing and implementing the Service in accordance with the quote. The Client agrees to comply with the plan concerning the Service after its completion and to fulfill any tasks under the Client’s responsibility in accordance with the service plan.

Any additional commissions required by the Client that diverge from the order agreement and the service plan and/or any overtime carried out at the Client’s request shall always be agreed on in advance and in writing and an additional fee charged by EastCham for the work shall be specified.

The Client shall deliver the sufficient and accurate information required for the design, implementation and reporting of the Service to EastCham within the agreed timeline.

6.     Price of the Service

The prices shall be reported in EUR without value added tax, unless otherwise expressly stated. In connection with invoicing, EastCham shall charge an invoice fee valid at any given time, including value added tax.

In addition to the agreed prices, EastCham shall have the right to invoice the Client for costs arising from:

1. Insufficiency of the information delivered by the Client;
2. Delay caused by the Client;
3. Neglecting the Client’s obligation to cooperate;
4. Additional commissions required by the Client that diverge from the Order Agreement and the Service Plan;
5. Overtime carried out at the Client’s request;
6. Other additional costs caused by the Client and not included in the Service;
7. Taxes, charges comparable to tax and costs caused by fluctuations in exchange rates.

Should EastCham need to pay value added tax, a similar tax or a charge comparable to tax for the Service in accordance with the order agreement, regardless of the name of the tax or charge, EastCham shall have the right to invoice the Client for the tax or charge in question. EastCham shall have the right to make changes to the charge and be reimbursed by the Client in all cases for any additional fees that must be paid due to changes in legislation or other official orders.

Should the costs related to the Service increase by more than five per cent from the price level of the order due to changes in exchange rates, EastCham shall have the right to invoice the Client for the resulting additional expenses in full in addition to the price specified in the quote or elsewhere.

7.     Invoicing, terms of payment and remarks

The Client agrees to pay the price of the Service by the due date stated in the quote or otherwise reported by EastCham in accordance with the invoice delivered by EastCham.

Based on the agreement between the parties, EastCham may, upon its discretion, also invoice the Client in advance for the price of the Service in part or in full. In terms of export promotion and internationalization trips, 50% advance invoicing can be applied to all participants. If using advance invoicing, the invoices shall be sent after the signup deadline. A final invoice for any additional orders shall be sent to the Client after the trip.

The participation fee for seminars, training events, lectures and other events shall be invoiced after the event.  Coaching programs and other more extensive concepts can be agreed to be invoiced in installments.

EastCham shall also have the right to invoice the Client for any Service-related procurement in line with the Order Agreement or otherwise agreed upon with the Client (such as rent for a venue) immediately as the expense is generated.

The term of payment is 10 days net, unless otherwise agreed upon between the parties. In the event of late payments, EastCham shall have the right to invoice the Client for an annual interest on arrears in line with the Interest Act, as well as reasonable collection charges.

Any remarks shall be delivered to EastCham within eight days of the date of the invoice.

Should the Client partially or fully neglect their payment obligation, EastCham shall have the right to discontinue the performance of the commission and to withhold the results of the work and any documents until the Client has paid off any due invoices. EastCham shall inform the Client of the interrupted performance of the commission in writing.

8.    Special terms and conditions set by EastCham and the Client’s obligation to cooperate

The Client shall comply with any written or oral instructions provided by EastCham or its representative in the design and implementation phase of the Service.

The Client shall be liable for ensuring that its actions or representatives do not endanger the activities of EastCham’s other Clients or the implementation of the Service. Should the Client neglect its obligation to cooperate or otherwise risk the implementation of the Service in line with the plan through its own actions, EastCham shall have the right to annul the order agreement and charge the Client for the incurred expenses.

9.     Packaging, transport, presentation, event arrangements, insurance and travel arrangements

Unless otherwise agreed in the Order Agreement or elsewhere, the Client shall be in charge of the packaging, transport, customs clearance, presentation and removal of its materials required for the implementation of the Service at its own expense. If the Client does not ensure that its materials are removed from the event venue, EastCham shall have the right to remove the materials at the Client’s expense and on the Client’s responsibility. The Client shall be liable for any damage and losses that occur when preparing the Service, during the Service and when dismantling the Service.

The Client shall take out insurance at its own expense for its representatives participating in the implementation of the Service, its materials and the aforementioned measures of packaging, transporting and presenting the materials.  The Client shall agree on any insurance arrangements on its own.

The Client shall be liable for ensuring the validity and accuracy of any passports, visas and travel tickets, and any lack thereof shall not prevent EastCham from invoicing the Client for services already rendered or for any costs incurred by canceling or postponing the trip and/or Service.

10.  Terms and conditions of cancellation

Signing up for any EastCham event is binding.

In terms of export promotion and internationalization trips and other events, we charge 50% of the participation fee for cancellations after the signup deadline. If the participation is not canceled, the participation fee shall be collected in full. In the event of an obstacle, the participant can be replaced.

In terms of online training and other training events, participation can be canceled free of charge until two days before the event. If the participation is not canceled in time, the participation fee shall be collected in full. In the event of an obstacle, the participant can be replaced.

In terms of other commissions, an agreement that is binding to both parties shall be concluded as specified in Section 4 of these general terms of delivery. Should the client cancel their order after the conclusion of a mutually binding agreement, EastCham shall have the right to charge 50% of the price of the service agreed upon between the parties.  EastCham may propose diverging terms and conditions of cancellation in its quote.

EastCham shall have the right to collect any expenses incurred by the rent of the venue and catering services until the moment of cancellation.

11.  Diverging from the terms of delivery

Exceptions can only be made to these Terms of Delivery upon EastCham’s written consent. EastCham may apply Service-specifc special terms and conditions diverging from these general terms on Order Agreements. EastCham shall inform the Client of the Service-specific special terms and conditions before concluding the Order Agreement. There terms shall apply insofar as they are not contradictory to the Service-specific special terms and conditions.

12.  Compensation for damage, cancellations and annulling the order agreement

EastCham shall have the right to annul the aforementioned Order Agreement if the Service is canceled for reasons not attributable to EastCham, if the number of Clients signed up for the Service is considered insufficient by EastCham or if participation in the Service has to be limited. EastCham shall inform the Client of the cancellation immediately after the grounds for cancellation have arisen. EastCham shall not be obligated to reimburse the Client for the cancellation.

EastCham reserves the right to make changes to event venues and any marketing and/or advertising channels included in the Service. These changes shall not have an effect on the price of the Service specified in the Order Agreement. EastCham shall inform the Client of any changes without delay. After being informed of the changes, the Client shall have the right to lodge a complaint within five days, after which the changes can no longer be appealed.

Should one of the parties act in substantial breach of the Order Agreement and not correct the breach within two weeks of receiving a written warning of annulment, the other party may annul the Order Agreement with immediate effect. The warning of annulment must include mention of the possibility of annulment and the grounds for annulment. Should the same breach of agreement reoccur, another warning of annulment shall not be required. If it becomes clear that the other party will not be able to correct the breach of agreement, the agreement may be annulled immediately without a warning of annulment.

Should the Client cancel their order after concluding the Order Agreement, or should EastCham annul the Order Agreement on grounds of the Client’s breach of agreement, the Client shall be liable to reimburse EastCham in full for any losses and damage caused by the Client, such as rent, costs of planning and implementation, travel and accommodation expenses, other potential subcontracting expenses and the services rendered by the EastCham employees.

The order must be canceled or annulled by the Client or EastCham in writing.

13.  Other obligations

EastCham shall implement the Service in accordance with the Order Agreement.

In all cases, EastCham’s liability shall be limited to the payments made by the Client to EastCham.

EastCham or the Client shall not be liable for any indirect losses caused to the other party.

Limitations of liability in line with this chapter shall not apply if the other party has caused the losses intentionally or through gross negligence, infringed upon the confidentiality obligation or violated intellectual property rights. In that case, the damaged party shall have the right to be reimbursed for indirect losses as well.

Any claims towards EastCham must be presented within two weeks of the termination of the Service.

14.  Transferring the agreement

The Client or EastCham shall not have the right to transfer the agreement concerning the Services or any related rights or obligations to third parties without the written consent of the other party.

15.  Subcontracting

EastCham shall have the right to use Subcontractors when performing the commission, if necessary. EastCham shall be liable for the work of its Subcontractors in exactly the same manner as for its own work, unless otherwise agreed with the Client in writing.

16.  Intellectual property rights

The materials generated as a result of the Services rendered by EastCham for the Client, including copyrights, forwarding and editing rights and other intellectual property rights, as well as reports, analyses and technical, economical, commercial and financial reports and other documentation shall be considered the property of EastCham. EastCham may, upon its discretion and upon agreement with the client, hand the aforementioned materials to the client for ownership or use.

17.  Confidentiality and processing of personal data

The parties both agree to ensure on their part that any valid regulations concerning confidentiality, secrecy, data protection and the disclosure of confidential information are complied with when producing the Services.

The service provider shall be liable for ensuring that its Subcontractors comply with the confidentiality regulations.

Disclosure of information to authorities or another party due to a binding official order shall not be considered a breach of the confidentiality obligation.

The obligations referred to in this chapter shall continue after the contracting period of the Order Agreement.

18.  Force Majeure

An unusual and impactful event preventing the fulfillment of the Order Agreement and taking place after the conclusion of the Order Agreement which the parties could not have been expected to consider when concluding the Order Agreement and which is independent of the parties and has an inhibitory impact which cannot be eliminated without unreasonable additional expenses or unreasonable waste of time shall be considered force majeure. Examples of such events include war, rebellion, internal unrest, official requisition or confiscation for public need, ban on imports or exports, natural disaster, interruption of general traffic or energy supply, strike or other labor dispute, fire or another unusual reason with equally significant consequences that is not attributable to the parties. Any sanctions issued by the EU and the US and their expansion to include target countries of EastCham as well as countersanctions issued by the target countries may constitute force majeure.

If the fulfilment of a contractual obligation is delayed due to force majeure, the deadline of fulfilling the contractual obligation shall be extended for as long as is reasonable considering all the circumstances.

The parties must inform the other party of force majeure without delay. The end of force majeure must also be reported without delay, after which the parties must agree on the impact of the force majeure on the delivery at the latest.

Each party shall have the right to annul the Order Agreement partially or in full if the fulfilment of the agreement due to continued force majeure is delayed by more than three (3) months.

19.  Place of jurisdiction and governing law

Any disputes arising from the Order Agreement and the Service shall primarily be settled in negotiations between the parties.

If a dispute concerning the Order Agreement and the Service cannot be settled in negotiations, any disputes arising from order agreements and services in line with these general terms of delivery shall be finally settled in arbitration with one arbitrator in accordance with the arbitration rules of the Central Chamber of Commerce. The arbitration shall take place in Helsinki. The arbitration shall be conducted in Finnish and the agreement is governed by Finnish law.