Terms of Delivery

1. SUPPLIER’S SERVICES

Supplier constructs studios to clients’ premises and provides project management services, consulting services, space design services, studio-tech design services and training services. 

2. THE CLIENT

The term ‘client’ here refers to any legal entity or a natural person who has placed an order for a service with the Supplier based on the Supplier Tender or Contract or whose order the Supplier has otherwise accepted. 

The Supplier, at its discretion, chooses its clients or set conditions on the client relationship. 

3. SECONDARY CLIENT

A Client’s partner (such as a subsidiary company) may, with the Supplier’s consent, partake in the Service with or instead of the actual Client. The conditions given in this document also apply to such secondary Clients; however, the primary Client always remains liable for the secondary Client’s payment and adherence to sales conditions and is responsible for forwarding all conditions and instructions concerning the secondary client’s service. 

4. PLANNING THE SERVICE

The Supplier is responsible for planning and carrying out the Service according to the plan outlined in the Tender. The Client’s views will be considered, where possible, in planning the Service. The Client commits to providing any necessary information in planning the Service, on both its own and any secondary Client’s behalf, and following the Service plan. 

5. PRELIMINARY INFORMATION PROVIDED BY THE SUPPLIER

The Supplier will provide all the preliminary information concerning the Service without liability. This also applies to the cost estimate unless otherwise stated. It is the Supplier’s duty to inform the Client of any changes to the cost estimate. 

All specifications, descriptions, drawings, designs, measures or other information provided by the Supplier in relation to the Service and/or Goods are approximate, and in relation thereto, the Supplier reserves the right to incorporate modifications or amendments in Service subject to the consent of the Client, such consent not to be unreasonably withheld. 

6. THE TENDER & CONTRACT

The content of the Service and any special conditions, different from those given in this document, are outlined in the Supplier’s service-specific Contract or Tender. The conditions given in the Contract or Tender take precedence over the conditions given in this document and over the Service-specific special conditions mentioned in section 18. 

7. THE ORDER

The client will place an order for the service by the means indicated by the Supplier by the deadline date. The Supplier has the right to accept orders placed after the deadline but is not obligated to do so. 

8. CLIENT INFORMATION REQUIRED BY THE SUPPLIER

The client must provide any information the Supplier may require in planning and reporting on the service. 

The client commits to informing the Supplier of the goals it has set for the service upon request and following up with a post-completion Customer Satisfaction Inquiry, designated to improve the results and effectiveness of the supplier’s operations. 

9. THE CONTRACT

A contract is established between the Supplier and the Client when the Supplier has received the Client’s order and has responded with a confirmation of the Order. However, if the Supplier has approached the client with a written Tender, a Contract is established when the Client accepts the Tender in writing. 

Any typographical or clerical error or omission in any Tender, price list, acceptance, invoice or other such document issued by the Supplier shall be subject to correction without any liability on the Supplier part. 

The Supplier shall retain the property, copyright, design right, and other intellectual or industrial property rights in all know-how, trade secrets, trademarks, service marks, drawings, designs, plans, models, specifications, and/or estimates prepared by the Supplier. If the Client uses or allows any third party to use any design or other intellectual property rights of the Supplier provided as a part of the Service other than as contemplated under the Contract, the Client will, without prejudice to any other remedy available to the Supplier, pay the Supplier of the Service. 

10. COMPENSATION AND CANCELLATIONS

The Supplier has the right to revoke a Contract if the Service is cancelled, for reasons beyond the Supplier’s control, the Supplier is obligated to inform the Client immediately as such circumstances arise. The Supplier is not obligated to pay the Client compensation for having revoked the Contract. 

Should the Service be cancelled, the Supplier will reimburse the Client all payments already made, less any expenses, losses and damages (including, for example, design and construction, travel and accommodation,  – and materials, possible sub-contracting fees, the Supplier’s labour, loss of profit, claims, actions, damages, charges and expenses) incurred to date during service production. 

The Client may not cancel a Contract unless the Supplier agrees in writing and then on the terms that the Client shall indemnify the Supplier in full against all loss (including, for example, space design, studio plans, construction, travel and accommodation, training materials – and other materials, possible sub-contracting fees, the Supplier’s labour, claims, actions, damages, charges and expenses) incurred by the Supplier as a result of cancellation. 

The Client or the Supplier must cancel the order or revoke the Contract in writing. 

11. SERVICE PRICE

The Client is liable for the Service costs stated in the Contract or otherwise separately agreed upon. Additionally, the Client is liable for any Client-specific separate costs in case they incur. 

The Supplier reserves the right by giving notice to the Client at any time before the completion of the Service to increase the price of the applicable Contract in the following circumstances: 

– When the additional work is performed at the Client’s request; and/or 

– to reflect any increase in the cost to the Supplier which is due to any factor beyond the Supplier’s control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, materials and other costs of performance) or any failure of the Client to give the Supplier adequate information or instructions. 

12. TAXES

The Supplier has the right to invoice the Client for any value-added tax or equivalent tax or fee, regardless of name, that it has to pay on any of the Services outlined in the Contract. Prices are without any taxes. 

13. CHANGES IN THE EXCHANGE RATE

Should subcontracting or other costs related to the Service increase, compared with the price level of the order, due to changes in the exchange rate or the subcontractor’s unilateral price increase, the Supplier has a right to invoice the client for all the extra expense incurred, in addition to the price tendered. 

14. INVOICING

The Client commits to paying the price of the Service according to the Supplier’s invoice by the deadline mentioned in the Tender or Contract or otherwise announced by the Supplier. 

The Supplier invoices the Client after the acceptance of the Supplier’s cost estimate upon the establishment of the Contract for eighty (80) percent of the total invoice as advance payment unless otherwise stated in writing by the Supplier. The remaining costs will be invoiced right after the construction of the studio is finished.  The Supplier has the right to invoice the Client on agreed purchases, according to the Contract or agreed upon in any other way in writing with the Client, (i.e. space rental) once the expenses have occurred. 

The Client is liable to pay all Supplier´s invoices related to the Service by the invoice’s due date.  If the first invoice is not paid on time, the Supplier has the right to stop delivering the service. In such case, the Client is still obligated to pay the agreed services and products in full. 

If the Client will directly pay the Third-party supplier invoices, such as technical orders, the Supplier is not responsible for any unpaid invoices, delays, additional fees, quality or lack of third-party services resulting from outsourced orders. 

The Supplier charges additional expenses ordered by the Client right after the construction of the studio is completed. 

The Supplier has the right to charge an eight (8) percent annual interest on overdue payments. 

The Supplier will include a standard 10-euro service fee per each issued invoice. 

15. SPECIAL CONDITIONS SET BY THE SUPPLIER

The Client must follow the written or oral instructions intended to aid in successfully carrying out the service given by the Supplier or its representative. 

The Supplier retains all rights to any recording of the Client’s design and plans as made by the Supplier. The Supplier reserves the right to publish as its own reference any recording of the design it has designed or otherwise produced for the Client. 

The Supplier is under no circumstances responsible for the designs or actions caused by other participating companies or event staff. In addition, the Supplier is not liable for any delays or costs caused by other service providers. 

16. INSURANCE

The Client is responsible for obtaining insurance for its representatives in the event, its material, and the abovementioned processes of packing, transport and assembly. 

The Client is liable for any accidents and losses taking place during the planning of the Service, the event itself, and dismantling. Any insurance arrangements must be made by the Client. 

17. DEVIATION FROM THE SUPPLY CONDITIONS

The Supplier’s written consent is required for any departure from the supply conditions outlined in this document. The Supplier may apply service-specific special conditions different from these general conditions. In such cases, the Supplier is obligated to inform the client of the service-specific special conditions before the Contract is established. The conditions given in this document only apply where they do not contradict existing service-specific special conditions. 

18. OTHER LIABILITIES

The Supplier will carry out the Service in accordance with the Contract. However, the Supplier is not responsible for the accuracy of the information presented in information products. 

The Supplier’s liability is in all cases limited to the payments made to it by the Client. 

The Supplier is under no circumstances liable for any indirect or mediate damage caused to the Client. 

Any claims against the Supplier must be presented within a month of the completion or termination of the Service. 

The Organizer reserves the right at any time to make such alterations in space or tech design, which it considers to be in the best interest of the Client. 

19. TRANSFERRING A CONTRACT

The Client may not transfer its rights and liabilities under the Contract to an outside party without the Supplier’s written consent. 

21. FORCE MAJEURE

“Force Majeure” means any event that is beyond the control of the Client and Supplier and which cannot be averted despite the utmost reasonable care, and which makes it impossible or excessively difficult for the Supplier or a third party involved by it to fulfil their obligations under the Contract or, to provide the Services owed.  Such event may be, without limitation, war, civil unrest, terrorism, strike, natural catastrophe, storm, flood, epidemic, pandemic or embargo. 

The parties agree that general warnings or instructions issued by private or public bodies, which, for whatever reason, assume a certain risk situation to enter the Client’s premises, are not to be classified as Force Majeure. 

Performance of the Contract Service in case of Force Majeure 

In the case of Force Majeure, as defined above, the following shall apply: Each party undertakes to notify the other Party as soon as possible of an event, which constitutes Force Majeure. From the time of receipt of the notification, the Supplier shall be released from any obligation arising from the Contract as well as compensation of any kind and all losses, costs, damages or expenses incurred to the Client as a result of the release of these contractual obligations. The Supplier is entitled to charge the Client for any documented costs incurred in connection with the performance of the Contract Service between the date of the conclusion of the Contract Service and the time of the notification, plus a reasonable profit margin. 

The Party invoking Force Majeure bears the burden of proof regarding the existence of Force Majeure. If the Existence of Force Majeure has not been evidenced, the Contract shall remain in full force and effect. 

22. DISPUTES AND LEGAL RECOURSE

Any disagreements between the Supplier and the Client concerning the service will be settled by arbitration pursued with the Chamber of Commerce in Helsinki. Finnish law will be applied to the contract.