General terms and conditions for Schuetten Consulting Ab Ltd’s sales, delivery and brokerage of products and consulting services.
These general terms and conditions (General terms) include Schuetten Consulting Ab Ltd’s (SCAB) sales, delivery and mediation of Products and Consulting Services to the Customer. Modification of these General Terms and Conditions shall, in order to apply, be agreed in writing between the Parties or specified with special terms and conditions for limited service or service.
2. Consulting services
The parties may agree that SCAB provides Consulting Services for a specific defined assignment. Such Consulting Services are ordered for individual assignments, or for resource delivery during a predetermined period of time. It is the Customer’s responsibility to provide the consultant with the necessary instructions for the execution of the assignment and that the parties agree on an assignment description.
For Consulting Services, compensation is paid according to SCAB’s price list or what has been agreed in writing between the parties. SCAB allocates resources to consultant/consultants who have the necessary competence and experience for the assignment and reserves the right to replace a consultant in the absence of special reasons, such as holidays, illness and education.
SCAB also has the right to use subcontractors for the performance of consulting assignments. If the Customer wishes to have a specially appointed consultant, this must be agreed in writing between the parties.
Pricing takes place according to the hourly rate on an ongoing basis or at a fixed price. For hourly current accounts, the time actually spent monthly is invoiced in arrears and for fixed prices, invoices are invoiced in accordance with the agreed assignment description.
In the event of cancellation or change of ordered consulting time later than three days before the start date of the assignment, SCAB reserves the right to charge a cancellation or delay fee according to the assignment agreement SCAB’s price list or what is agreed in writing between the parties.
SCAB delivers Products, including hardware, software and software licenses, according to the customer’s written order.
When delivering products from third parties, the third party’s conditions for delivery and distribution shall apply. This includes but is not limited to third party terms regarding liability limitations and warranties.
4. The customer’s commitments
The customer must inform SCAB of its IT policies, regulations and processes, including security regulations and the maintenance of IT security. The customer is responsible for SCAB receiving relevant information, including instructions, access to IT systems, regulations and processes and routines for SCAB to be able to fulfill its obligations.
All prices are stated excluding VAT, other taxes and other fees that may occur such as shipping, travel for consulting delivery, etc.
It is at all times the applicable list price from a third party that forms the basis for the customer’s price.
In cases where product prices are stated in a currency other than EUR, the currency is converted from the base currency to EUR at the time of delivery. In cases where SCAB buys Product in a currency other than EUR and the customer is invoiced in EUR, the price is adjusted if the current exchange rate deviates by more than 2% at the time of delivery.
Travel time is charged according to SCAB’s price list. Unless otherwise agreed between the parties, other travel costs, parking and accommodation will be added.
6. Payment terms
Invoicing takes place after delivery and/or partial delivery. Payment must be made no later than 7 days after the invoice date, unless otherwise agreed between the parties. In the event of payment after the due date, default interest is paid in accordance with applicable interest law.
Products are delivered to the Customer’s address against payment of a delivery fee. Consulting services are delivered when they are performed. SCAB handles the transport of Products to the Customer’s specified delivery address in accordance with INCOTERMS DAP (”Delivered at Place”). Delivery time is notified to the customer when delivery information has been received by SCAB.
If SCAB mediates procurement of Product on behalf of the Customer, the Customer has the full responsibility for the procurement in its entirety. SCAB has the right to receive a brokerage fee according to SCAB’s price list.
8. Retention of title
SCAB retains ownership of SCAB Delivered Products until full payment for these, including any default interest and other costs, has been paid.
Until the ownership of the Products has been transferred to the Customer, the Customer undertakes to handle the Products with the necessary care. This means that storage and maintenance of the Products must take place in a safe manner. The products must also be fully insured against fire, theft and water damage. The Customer may not make any changes to the Products without SCAB’s written consent.
For delivery of service, terms apply according to the terms of each service or between the parties separately agreed Service Agreement. When subscribing to a service provided by a third party, the terms of the third party apply.
10. Immaterial rights
Each party retains full intellectual property rights in software, business concepts, documentation, training materials, etc. which have been produced, obtained or otherwise acquired prior to the conclusion of this agreement.
Intellectual property rights which have been developed in connection with the performance of the Consulting Service belong to SCAB unless otherwise agreed in writing between the parties. By the Customer paying full payment for all outstanding claims, the Customer receives a non-exclusive, non-transferable, indefinite right to use the results of the Consulting Service for internal use with the Customer.
Regarding the Customer’s use of Consulting Services and/or products which originate from third parties, the third party’s conditions for intellectual property rights apply.
Access to databases, portals, etc, which SCAB provides to the Customer, may only be used for the Customer’s internal use. This also applies to these related data, reports, materials, etc. The customer is thus not entitled to fully, or partially (i) give third parties access to or otherwise use such databases, portals, etc, (ii) distribute, sell or transfer data, reports, materials, etc from such databases, portals, etc to third parties, and/or (iii) commercially use or otherwise use data, reports, materials, etc from such databases, portals, etc in relation to third parties party.
11. Force majeure
The parties are not liable for failure or delay in fulfilling their obligations under the agreement and/or these General Terms and Conditions if and to the extent that the failure or delay is due, directly or indirectly, force majeure such as pandemic, natural disaster, war, terrorism, fire or social unrest or other similar cause beyond the control of a party.
This exemption applies provided that the offending party has not breached its obligations and that the omission or delay could not have been prevented if reasonable precautions had been taken.
In case of force majeure, a party is released from fulfilling its obligations and/or liability as a result, as long as the circumstance persists and provided that the party continues to take the measures that are reasonable from a commercial perspective to fulfill its obligations.
A party invoking force majeure shall without delay notify the other party thereof, as well as describe the circumstances and an estimate of when the force majeure situation is expected to cease.
12. Limitation of liability
SCAB’s liability is limited to damages caused by intent or negligence. SCAB is not responsible for loss of profit or other indirect damage, such as but not limited to loss of data and loss of goodwill. SCAB’s liability is limited to the maximum amount paid for Consulting Services (excluding Products) paid by the Customer.
SCAB is not liable for defects, delays or non-performance in cases where this is a consequence of (i) the Customer’s negligence or breach of contract and/or these General Terms and Conditions (ii) negligence or breach of contract and/or these General Terms and Conditions of another supplier to the Customer or third parties attributable to the Customer, (iii) use of Products and/or Consulting Services in any manner other than as intended, (iv) computer viruses, hacking, Trojan horses, etc, which affect and penetrate security, and (v) consequences of IT deficiencies on the part of the Customer or another supplier to the Customer.
If the delivery contains products from third parties, in addition to the limitation of liability stipulated in this section, the limitation of liability prescribed by the third party for these parts applies.
Each Party undertakes not to disclose confidential information to third parties during or after the Contract Period without the consent of the other Party. For the purposes of this provision, confidential information means any information – technical, commercial or of any other kind – whether the information is documented or not, which the Party wishes to keep secret.
Exceptions to this confidentiality obligation for confidential information may be granted on special occasions and in special circumstances of a mandatory nature, such as but not limited to regulatory requirements.
14. Applicable law
Interpretation and application of agreements between the parties and these General Terms and Conditions shall take place in accordance with Åland and Finnish law. Disputes arising out of such an agreement and/or these General Terms and Conditions shall, in the event that it cannot be resolved jointly by the Parties’ Managing Directors or equivalent, be settled by a Finnish general court with the Åland District Court as the first instance.