General Terms and Conditions

This Service Agreement shall be applied to all mandates between the Client and Väisänen IP Oy. Alongside the terms and conditions of this Service Agreement, the instructions concerning the good professional practice of industrial property attorney provided by the Industrial Property Attorney Board (Appendix 1), valid at any given time, shall also be complied with. These instructions override this Service Agreement. Alongside the Service Agreement and the instructions concerning the good professional practice of industrial property attorney, the performance of the services shall further comply with the general terms and conditions concerning mandates of the Association of Finnish Patent Attorneys (YT 16, Appendix 2). These general terms and conditions are secondary with respect to the terms and conditions contained in this Service Agreement.

1. The services shall be performed and delivered on the basis of mandates made by the Client and confirmed separately by Väisänen IP Oy. The scope of the mandate shall be agreed upon separately in each mandate. The scope of the mandate shall be that which has been agreed to be performed, and Väisänen IP Oy shall not be responsible for any work beyond the mandate. The Client shall make sure that the instructions and materials delivered by the Client to Väisänen IP Oy are sufficiently accurate and detailed and that Väisänen IP Oy has a sufficient period of time to carry out the services well before the potential deadline. When delivering material to Väisänen IP Oy, the Client shall make sure that the delivery of the material to Väisänen IP Oy does not infringe on the rights of third parties and that the Client has a right to deliver the material to be used by Väisänen IP Oy. The Client shall examine and accept the drafts and proposals for action sent by Väisänen IP Oy, but especially in urgent mandates Väisänen IP Oy may assume that the Client has accepted the drafts and proposals for action if the Client does not issue contrary instructions without delay.
2. The mandates and the materials related to them shall be confidential, and each Party shall also keep in confidence after the execution of the mandate anything that they have learnt in connection with the mandate on matters that are not in the public domain. The confidentiality obligation shall also continue after the execution of the mandate unless the materials become public otherwise in a lawful manner.
3. Väisänen IP Oy shall maintain the documentary archive and material archive related to the mandates in an electronic format only unless otherwise agreed upon separately or unless otherwise required by the matter. Similarly, Väisänen IP Oy shall deliver the material arising during the mandate in an electronic format only unless otherwise agreed upon or unless otherwise required by the matter.
4. The estimates that Väisänen IP Oy gives of the probable costs and fees at the Client’s request or otherwise are intended to assist the Client in the drawing up of a budget. These estimates are not binding price quotations or fixed or confirmed fees unless specifically so agreed upon in writing. Such estimates do not concern work beyond the original instructions or work that could not have been reasonably anticipated, and such work shall be invoiced separately.
5. All prices, estimates or quotations shall be given as net prices excluding value-added tax (VAT), which shall be charged in connection with charges and fees subject to value-added tax in accordance with legislation and practices valid at any given time. The prices, estimates or quotations to consumer Clients shall be given as gross prices including value-added tax. The shortest time interval invoiced is 15 minutes.
6. When taking care of the mandates, Väisänen IP Oy shall have the right to use external services that are necessary to execute the mandates. The execution of the mandates also causes necessary expenses such as fees and expenses charged by authorities, legal experts and other experts as well as payments made to third parties (such as attorneys and experts in other countries, persons conducting examinations related to the application for incorporeal right protection, technical drawing firms and translators), who are instructed by Väisänen IP Oy on behalf of the Client. Such expenses can also include courier service charges, travel, accommodation and conference expenses as well as telephone, copying and telefax expenses. The Client agrees to pay the expenses caused by these against invoice. Even though Väisänen IP Oy’s unit prices and hourly rates can be anticipated, the Client shall take into account that some of the expenses are beyond Väisänen IP Oy’s control and may change without separate notice or as a result of fluctuating exchange rates.
7. Väisänen IP Oy invoices the Client for the sub-entities of the mandates as the sub-entities are completed or otherwise at regular intervals – usually by calendar months – or at appropriate stages of the progress of the mandate, unless otherwise separately agreed upon in writing. Väisänen IP Oy reserves the right to charge an advance payment as a requirement for the execution of the mandate. Unless otherwise agreed upon, the term of payment shall be 14 days for net amount. The interest on arrears shall be the interest on arrears specified in the Finnish Interest Act (korkolaki) added by 8 per cent; however, at least 8 per cent if the interest on arrears in accordance with the Finnish Interest Act is negative. If a payment is delayed from the due date, Väisänen IP Oy has a right, by way of notices in writing, to finish the execution of the mandate in terms of the remaining work, to suspend the management of the mandates and to inform attorneys in other countries that the management of the mandates must be finished. The Client is liable for the payment of the invoices irrespective of whether or not the Client has received payment from its own customers or clients for the service rendered by the Client.
8. Väisänen IP Oy applies Väisänen IP Oy’s price list valid at any given time to the mandates. Väisänen IP Oy has a right to amend the price list so that the amended price list shall enter into force in three months from the date on which the amended price list was sent to the Client by electronic mail. In connection with amended prices, the Client has the right to terminate the Service Agreement to finish so that the Service Agreement will finish when the amended price list should enter into force.
9. Väisänen IP Oy has a right to use the Client as a reference in its marketing, in accordance with good market practice. Väisänen IP Oy shall give the Client a reasonable period of time to examine such material intended to be published where the Client’s business name or logo would appear.
10. Väisänen IP Oy shall be liable for damage or loss inflicted on the Client as a result of errors and neglects up to an amount of 250,000 EUR in so far as nothing else is required by imperative legal provisions concerning Väisänen IP Oy’s operations in an individual situation. Väisänen IP Oy shall not be liable for indirect damage or loss unless Väisänen IP Oy has acted with intent or in gross negligence. Väisänen IP Oy shall maintain an insurance policy against property damage or loss up to the above-mentioned amount insured.
11. The Client shall declare its potential claims with itemised grounds in writing no later than 6 months from the date on which the Client learnt about the damaging event. Otherwise, the liability for damages shall become void.
12. Väisänen IP Oy shall be released from its obligations and liability to pay damages on account of such causes which it can indicate to have been caused by an obstacle beyond its control, which it could not reasonably be expected to have taken into account and the consequences of which it could not have reasonably avoided or overcome. Moreover, Väisänen IP Oy shall not be liable for damage or loss inflicted on the Client by external service providers referred to under item 6, but Väisänen IP Oy shall assist the Client, wherever possible, when the Client makes a claim for damages to an external service provider. The liability of external service providers for damage or loss may be limited in accordance with the terms of service or agreement used by them. If necessary, Väisänen IP Oy shall give the Client information on limitations of liability contained in the terms of agreement followed with a particular service provider to the extent that Väisänen IP Oy is aware of such limitations.
13. This Agreement shall be in force from the date of signature to the date of termination. Notice of termination shall be submitted in writing. The mutual period of notice is 3 months.
14. Väisänen IP Oy’s data system constitutes a personal data register in accordance with the data protection directive. Väisänen IP Oy shall deliver a separate register description upon request. The Client shall make sure that it has a legitimate right to give information on the data subjects to Väisänen IP Oy.
15. Within the framework of the mandates, Väisänen IP Oy administers assets of its Clients and, for example in connection with licence agreements, also potential liquid assets, and is therefore obliged to know its client at the beginning of and during a mandate relationship by virtue of legislation concerning the prevention of money laundering and terrorism valid at any given time. The Client agrees to deliver the information required to know the Client upon request.
16. Väisänen IP Oy may alter the terms of delivery of the Service Agreement. The Client shall be informed of the new terms of delivery no later than 1 month before they enter into force. This shall take place by means of client newsletters or otherwise in writing or electronically. If the terms have been amended essentially to the Client’s detriment, the Client has the right, within 1 month from the notice, to terminate the Agreement without following the period of notice, unless the need for the amendment is due to changes in legislation or decisions by authorities or unless it is based on a reason itemised in the terms of agreement.
17. Potential disputes based on the Service Agreement shall be settled at the Helsingin käräjäoikeus (District Court of Helsinki) as the first instance.