BOU OY TERMS OF SERVICE

GENERAL

These general terms of service (the ”Terms”) shall apply to all marketing, design and development services (The “Services”) provided to the customer (the ”Customer”) by Bou Oy (the ”Agency”) unless otherwise expressly agreed in writing.

The Customer acknowledges that these Terms apply solely to the Services provided by the Agency. The Agency can also provide the Customer with the contact information and portfolio of a freelancer from the Agency’s pool of freelancers whom the Customer may communicate with directly. The Customer and the freelancer should in these cases agree on the relevant terms directly between themselves. The Agency is not liable for any services provided by a freelancer independently.

BOU’S SERVICES

The Agency shall use its best efforts to perform the Services and to achieve the parties’ mutually envisaged goals and in cooperation with the Customer. For the purposes of these Terms, the Agency’s “best efforts” means that it will (a) use all due professional skill and care in the performance of the Services, (b) make such efforts as would be made by a reasonable person of the same kind in the same circumstances, while (c) observing such other quality standards that the parties may be agreed on in writing.

BOU & CO. SERVICES

Bou may connect Customer with suitable Freelancers to provide advertising, design and / or development services through service called Bou & Co., upon which the Customer may commission a service directly from the Freelancer. The Freelancer and the Customer shall agree upon the terms of the compensation such as the invoicing term and the fees. Bou assumes responsibility for invoicing and contract administration with both parties (Freelancer and Customer).

Non-Circumvention: Customer agrees to use the Bou & Co. Services as an exclusive method to request, make, and receive all payments for work directly or indirectly with any Freelancer identified or matched through the Bou & Co. Services. This Non-Circumvention period lasts for two years (24 months) from the moment Customer first identifies or meets the Freelancer. Violations of this section constitute a serious breach and may result in a conversion fee of the amount of fifteen thousand euros (15,000€). If Customer can evidence that Customer and the Freelancer worked together before being introduced or matched through Bou & Co. Services, then the Non-Circumvention period does not apply with respect to Customer and such Freelancer.

RESPONSIBILITIES OF THE CUSTOMER

The Customer shall provide the Agency a comprehensive brief of its needs and reasonably cooperate with the Agency to enable the Agency to provide the Services in a timely and optimal manner.

The Customer e.g., provides assistance, technical information, and decisions to the Agency, as reasonably requested by the Agency. The Customer will work closely with the Agency to provide information and feedback so the Agency can create fresh content and make adjustments as appropriate. The Customer shall have sole responsibility for ensuring the accuracy of all information provided to the Agency. The Customer ensures that its relevant employees have the necessary skills and authority to participate and provide information and decisions as required. The Customer is responsible for the suitability of the Services for the Customer’s intended purposes. The Agency is not liable for any errors, defects, liabilities, or delays in the Services that are attributable to the Customer’s non-compliance with its foregoing obligations.

DELIVERY AND ACCEPTANCE

Upon the Agency stating that the Services (or a part thereof) are complete, the Customer has 14 days to review the relevant results of the Services. If Customer does not report any errors or faults within this timeframe, the Customer is deemed to have accepted the performance of the Services. The Agency agrees to take corrective action without undue delay of notification by the Customer that there is typographical errors, incorrect ad placements, under deliveries or omission of copy in the delivered results that render the results valueless, unless such errors are due to the Customer.

The Customer may not claim a breach, terminate, or cancel the Services or any part thereof if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by the Agency. The Agency will not be liable to the Customer for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including, but not limited to, rights to patents, utility models, trademarks, designs, copyrights, neighbouring rights, business names and any other rights, whether eligible for registration or not, as well as any rights producing rights without registration, held by either the Agency or the Customer prior to the commencement of the provision of the Services (“Background IP”) shall remain the sole property of the Agency or the Customer respectively.

Unless otherwise expressively specified herein or in the offer, all intellectual property rights, including but not limited to trademarks, product names, logos, patents, trade names, domain names, designs and copyrights in the customer-specific results of the Services (“Intellectual Property”), as well as any goodwill in such results, shall vest in the Agency or its licensors.

Subject to the full payment of the Services, the Agency grants to the Customer a worldwide, royalty-free, non-transferrable and non-sublicensable right to the Intellectual Property for their intended purposes as an ordinary part of the Customer’s business.

The Agency may use material belonging to a third party in providing the Service. Such material may be included in the results of the Service in accordance with the applicable terms of use of the materials. The Agency will obtain the Customers prior approval for use of materials subject to acceptance of third-party licence terms other than customary open source and comparable licences.

ADVERTISING MATERIAL

The Agency may mention in its marketing material and on its website the Customer’s name and a description of Services provided to the Customer, unless otherwise agreed in writing.

PRICES AND PAYMENT

Bou may invoice for the Services as set out in its offer or, if the offer does not specify prices, according to its standard fees and rates as in effect from time to time. If not otherwise agreed upon in writing, the fees will be invoiced on a monthly basis or upon completion of the Service as determined most appropriate by Bou. Unless otherwise agreed, the payment term will be 30 days net. The Agency may charge late-payment interest on any overdue payments as provided for in law.

CANCELLATION OF AN ORDER

The Agency may stop providing a Service with immediate effect, upon notice to the Customer, for any of the following reasons:

1. if the Customer fails to make payment when due or otherwise fails to perform any of the provisions of these Terms;
2. if the Customer makes an assignment for the benefit of creditors;
3. if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Customer;
4. if the Customer ceases doing business or is likely to cease doing business; or
5. in the opinion of the Agency, the credit of the Customer is or may be impaired.

The Customer will nevertheless remain liable for balances due on Services ordered, whether billed or unbilled, and the Agency will send an invoice to the Customer, which the Customer agrees to promptly pay.

PERSONAL DATA

The Agency processes personal data of the Customer’s employees in accordance with the Agency’s privacy policy and applicable data protection legislation. The privacy policy, as amended from time to time, is available at the Agency’s website.

LIMITATION OF LIABILITY

In no event will the Agency be liable to Customer for any loss of profit, incidental or indirect damages arising out of Customer’s use or inability to use the Services.

The Agency’s total liability to Customer will in any event be limited to the payments actually received from the Customer under the offer and in respect of the Services at issue during the past twelve months. Any limitation of liability herein shall not limit liability for loss caused through wilful misconduct, gross negligence or for such liability for which liability cannot be limited under applicable mandatory laws.

The Agency shall not be liable for any failure to perform any of its obligations under these Terms due to an event of force majeure. Events of force majeure are events beyond the control of Agency and include, without limitation, war, civil unrest, strikes, lock-outs and other labour disputes, acts of government, extreme weather, natural disasters, accidents or some other unusual event with equally drastic effects.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed according to the laws of Finland, with the exception of the rules and regulations that would lead to another country’s laws applying.

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki Finland. The language of the arbitration shall be the language in which the Agency’s relevant offer was made in or, if the language cannot be determined on this basis, English. Evidence may, however, be submitted in any language the arbitral tribunal considers appropriate in view of the circumstances and the parties. The Agency may, however, also take legal action in the District Court of Helsinki or other competent court of law in respect of any unpaid invoiced amounts.