Terms and Conditions
Shaping Diamonds, Inh. Tomi Räsänen, General Terms and Conditions
When confirmed or signed, this document extends the separate contract or confirmed quote/offer between the parties in accordance with the terms below.
Service Provider
Shaping Diamonds, Inh. Tomi Räsänen (DE327098011)
Vogelsbergstrasse 13a
64546 Mörfelden-Walldorf, Germany
+491637167767
tomi.rasanen@shapingdiamonds.com
Hereinafter the "Service Provider"
Client
Name of the company defined in the separate contract/quote document.
Hereinafter the "Client”
Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.
Purpose of the agreement
This document extends and simple quote/contract document setting the general terms and conditions in the service/project delivery.
Content of the service
The content of the service is defined in the separate quote/contract document. Generally it describes the goal/targets of the service and the included tasks and estimated timeframe.
Schedule and validity of the agreement
The schedule of the service shall be agreed separately.
Fee
The estimated fee is defined in the separate quote/contract document. The fees, as defined in the separate quote/contract are invoiced regularly. General payment term is 14 days and notice period 7 days, unless otherwise in written agreed.
Other costs
Further costs are to be agreed separately. A written confirmation about extending the time and cost frame, reimbursement of other fees or other costs exceeding the original estimation is required. A confirmation per email, however, is seen as sufficient written confirmation.
Use of subcontractors
The Service Provider has the right to partially assign its contractual duties to subcontractors. The Service Provider is responsible for the work of its subcontractors as for its own work.
General rights and obligations of the service provider
The Service Provider shall perform its work diligently, professionally and within the limits of its area of competence. The Service Provider selects the appropriate work methods and resources for the service at its own discretion to the extent not otherwise agreed between the Parties.
The Service Provider is responsible for ensuring that the service complies not only with this agreement but also with any laws applicable to the service covered by the agreement.
Performance of the service under this agreement is subject to the condition that the performance is not hindered by an impediment attributable to the Client or an unforeseeable event beyond the Service Provider’s reasonable control, such as a fire, war, civil commotion, terrorist activities, epidemic or an exceptional natural condition (force majeure). The Service Provider shall suspend its work for the duration of such an impediment, but shall resume work without undue delay after the impediment has been removed.
The Service Provider has the right to suspend its work if the Client fails to pay the agreed fees or perform its other obligations in a timely manner.
Each delivery of service shall be deemed completed when its results are available to the Client and the Client has been informed thereof. If the results cannot be made available to the Client for a reason for which the Client is responsible, each delivery of service shall be deemed completed after the Service Provider has notified the Client of the completion.
The Service Provider may, in compliance with good practice, refer to the Client as a customer and use its logo in sales presentations, marketing vehicles and activities. Further information on the service relationship may, however, be disclosed only with the Client’s separate permission.
General rights and obligations of the client
Upon request, the Client shall provide the Service Provider with correct, sufficient and up-to-date information related to the subject of the service if such information is required for the work of the Service Provider. The information must be provided within a reasonable time after it has been requested. Generally the Client shall reply to questions within three (3) working days.
In general, the Client must contribute to the performance of the service in respect of matters that are under the Client's control. This is done for example by providing up-to-date calendar information and access to agree potential meeting with prospective customers the Service Provider is agreeing on behalf of the Client.
When any delivery of service is completed or other reporting is provided, the Client shall without delay check that it complies with the agreement. The Client loses the right to present any claims for damages or any other claims based on the work of the Service Provider if the Client has not presented these claims to the Service Provider in writing no later than two weeks after the Client was able to detect the alledged error or deficiency.
Service reports
The Service Provider grants the Client access to reporting documents that may include information about market insights, found prospects and target companies, prospecting sequences and contents, performance statistics, contact information and other information that is agreed in the separate quote/contract. Access can be granted through separate Service reports sent per email or as links to such documents.
Intellectual property rights
This agreement does not grant the Parties any right of use or resale to each other’s pre-existing intellectual property rights unless otherwise agreed in writing in this agreement or elsewhere.
Intellectual property rights here refer to copyrights, trademarks, patents, trade names and other well-known intellectual property rights, as well as inventions, ideas and trade secrets, regardless of whether they are registered, registrable or otherwise protected.
Confidentiality
A Party undertakes to keep confidential all materials and information received from the other Party or otherwise disclosed during performance of the service referred to in this agreement if such material or information is marked as confidential or it must be understood as such due to its trade secret nature (”Confidential Information"). Confidential Information may include, for example, a Party’s product development, customer lists, partners and financial information.
The Parties undertake i) to prevent third parties from accessing Confidential Information with sufficient and reasonable measures; ii) not to disclose or reveal any Confidential Information to a third party; and iii) not to use the Confidential Information for any purpose other than in accordance with this agreement.
As an exception, Confidential Information is permitted to be disclosed to the authorities as required by law. For a good reason, Confidential Information may also be disclosed to the personnel and subcontractors of a Party, provided that the information is disclosed only to the extent required and appropriate non-disclosure agreements have been concluded in advance with the recipients of the information.
A Party must immediately discontinue the use of the Confidential Information it has received from the other Party and, unless separately agreed about the disposal of the said material, return the material and all copies thereof when this agreement ceases to be in effect or when the Party no longer needs the material for the purpose of this agreement. However, both the Parties have the right to retain copies of the material as required by law or the authorities’ regulations.
The obligations under this section will remain in force after the end of the service relationship and remain in force until Confidential Information can no longer be regarded as a trade secret.
Non-solicitation obligation
During the service relationship and for a period of six months following the end of it, a Party shall not at any time solicit or induce, personally or through an intermediary, any employee of the other Party to leave the employ of the Party or to move to another employer.
Consequences of a breach of contract
A Party shall pay a contractual penalty of EUR 25 000 to the other Party for any material breach of this agreement. Alternatively, if the damage of the breach exceeds the amount of the contractual penalty, the Party in breach undertakes to compensate for the damage incurred by the other Party in full.
This contractual penalty shall apply to the whole agreement, unless otherwise agreed in this agreement or in writing.
Assignment of the agreement
The Client has the right to assign its contractual rights and obligations to its group company or to the assignee or buyer in an assignment or sale of the Client’s business concerning this agreement without the consent of the Service Provider.
The Service Provider is equally entitled to assign its contractual rights and obligations to its group company or to the assignee or buyer in an assignment or sale of the Service Provider’s business referred to in this agreement without the consent of the Client.
The obligations under this agreement that are to remain in force for a specific period after the end of the service relationship, for example confidentiality, shall remain binding on the original Party having made the assignment in spite of the assignment.
Interpretation of the agreement
If a clause contained in this agreement is deemed unlawful or unenforceable, it shall not affect the validity of any other clauses of this agreement.
Amendments to this agreement must be made in writing.
Settlement of disputes
Any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or validity thereof, shall primarily be settled through negotiations between the Parties. If the Parties fail to reach a mutually satisfactory solution in their negotiations, the dispute shall finally be settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce.
Place and date
Mörfelden-Walldorf, Germany. Last Updated: 21.06.2024