Valid from 9.10.2019
These General Terms and Conditions of Innovestor Ignite Ltd (“Ignite”) (“Terms and Conditions”) shall be applied as a part of a co-operation offer, a project offer or other offer or agreement (together “Agreement”) between the customer (“Customer”) and Ignite. A service, project or assignment to be provided by Ignite for the Customer (jointly “Service”) is described in detail in the Agreement.
The Service is executed using and utilizing Ignite’s working methods and programs (such as Kasvu Open Kasvupolku) in accordance with the execution method and service description agreed in the Agreement.
It is Ignite’s responsibility that the work and related material are in accordance with the Agreement and that the Service is provided with the know-how required for the commission and in accordance with good business practices.
Ignite shall provide information of the progress of the provision of the Service in the manner specified in the Agreement.
The responsibilities of the Customer are described in more detail in the Agreement. The normal obligations of the Customer are to try to activate participants to sign up for event days, recommend people to act as judges, speakers and/or sparring partners, participation in judging work, delivering speeches, and becoming active in the marketing communications of the subject of the Agreement.
Fees and/or expenses invoiced for the Agreement and any required revisions to them, as well as invoicing/payment terms are defined separately in the Agreement.
In so far as there is no separate agreement on payment terms or payment installments, Ignite will invoice for Services provided after they have been performed. In addition to a fee, Ignite has the right to charge for direct costs incurred in providing the Service.
The term of payment for invoices is 7 days net from the date on the invoice. Possible comments must be submitted within 5 days of the invoice date. The value-added tax that is in force under the law will be added to fees and expenses. Interest on late payment is in accordance with the Interest Act.
These Terms and Conditions shall enter into force when the Customer has informed Ignite by email that it has accepted the Agreement or separately signed the Agreement, based on which these Terms and Conditions are applied to the Agreement in a complementary manner.
The Agreement is in force until the termination of the Agreement has been announced or when Ignite has sent the final invoice regarding the Agreement to the Customer.
If the provision of the Service is delayed for reasons attributable to Ignite, and the delay is not remedied in a reasonable period of time, at least within seven (7) days, the Customer has the right to cancel the Agreement. The cancellation requires, that the delay is of considerable significance to the Customer and Ignite understood or should have understood this.
Ignite and the Customer also have the right to cancel the Agreement entirely or in part if the other party is in material breach of the Agreement and the breach of the agreement is of considerable significance to the other party. If a breach of contract can be remedied, the Agreement may be cancelled only if the other party has not remedied its breach within a reasonable period set by the other party in writing; the period shall be at least seven (7) days.
Ignite also has the right to cancel the Agreement entirely or in part when the Customer has not paid a correct overdue invoice within 14 days of a written warning of the payment due date.
In case the Agreement has been cancelled due to breach by the Customer, Ignite shall be entitled to retain the fees for rendered Services paid by the Customer in full. In case the Agreement shall be cancelled due to breach by Ignite, Ignite shall be entitled to retain a reasonable amount of the fees as a compensation for the Services which Ignite performed for the Customer before the cancellation. If the Parties cannot agree on the reasonable amount of the fees within ten (10) days after the Agreement was cancelled, 50 % of the fees paid to Ignite by the Customer shall be considered as a reasonable amount.
Ignite agrees not to disclose confidential information and material it receives from the Customer and to not use them except for purposes pursuant to the Agreement. However, the duty of secrecy shall not apply to material or information that is Ignite has received from a third party without a duty of secrecy.
To the extent necessary, Ignite may grant a possible outside consulting expert or advisor access to the Customer’s data in connection with providing the Service.
Ignite has the right to use the Customer and customer relationship as its reference without, however, revealing any confidential information that have not been made public by other means.
Each party is liable for direct damages it causes to the other party. Neither party is responsible for indirect damages, such as loss of income or loss of revenue. Additionally, with regard to damages arising from the Agreement, Ignite’s liability is limited in such a way that the maximum amount of liability regarding the Service described in the Agreement is the amount of the fee, excluding VAT, charged for the Service. The limitation of liability does not apply to damages that are inflicted deliberately or as a result of gross negligence.
A claim for damages against Ignite must be submitted without delay and no later than two (2) months after the Customer learns of the damage.
The Customer must designate a contact person regarding the Agreement to whom all messages and other notifications shall be primarily addressed.
If Ignite or the Customer must issue a notification regarding compliance with these Terms and Conditions, it is deemed to have been validly issued only when it is made to the aforementioned designated contact person.
A change in contact person and designation of a new one must be made in writing without delay.
A party may not transfer the Agreement or these Terms and Conditions, or its rights and obligations based on them, entirely or in part to a third party without the written consent of the other party.
Ignite has the right to have its duties under the Agreement performed by a subcontractor. Ignite is responsible for ensuring that its subcontractor complies with the obligations imposed on Ignite. Ignite is responsible for the operations of its subcontractor as its own.
A force majeure is an unforeseeable event which prevents or makes it unreasonably difficult to fulfill the contractual obligations of the Parties within the time limit. These events include war, insurrection, natural disaster, general disruption of energy distribution or an exceptionally widespread telecommunication system failure, fire, strike, embargo, or any other equally major and unusual incident independent of the parties.
Each Party shall, without delay, inform the other Party of the force majeure and its impacts, as well as when the force majeure has ended.
Ignite has the right to unilaterally amend these Terms and Conditions. Amendments shall enter into force in connection with the next Agreement to be concluded.
This Agreement and these Terms and Conditions are governed by Finnish law.
Any disputes arising from the Agreement and these Terms and Conditions shall be finally settled in arbitration in accordance with the rules of the Central Chamber of Commerce on expedited arbitration. The place of arbitration is Helsinki and the language is Finnish.