Accountor General Terms and Conditions Of Accountor Services Oy, in force from 3/2023

Scope  

1. These General Terms and Conditions shall apply to the client relationships of all companies part of Accountor Services in Finland.  

Definitions  

2. Client  

Client shall refer to the party that purchases Services from the Service Provider.  

Service Provider  

Service Provider shall refer to the Accountor Group company that performs the agreed Services for the Client.  

Service  

Services shall refer to the financial, accounting and professional services, and other assignments and services, whose performance has been assigned as the responsibility of the Service Provider in a valid Client Agreement between the Client and the Service Provider.  

Client Material  

Client Material shall refer to the receipts, payroll material and corporate records of the Client and other similar information or material generated in the business operations of the Client or disclosed or assigned by the Client to the Service Provider for the purpose of performing Services.  

Service Provider Material  

Service Provider Material shall refer to all material related to Services that is not Client Material. Databases and other data and materials related to the performance of Services shall be considered Service Provider Material. Material produced by the Service Provider for the Client shall be considered Service Provider Material until the Client has paid the agreed fee for the Service.  

Client Personal Data  

Client Personal Data shall refer to the personal data of the Client’s customers and employees or other persons whose personal data the Service Provider processes on behalf of the Client for the purpose of performing the Services.  

Data Processor / Processor  

Data Processor refers to the Accountor Group company that processes personal data on behalf of the Client.   

Data Controller / Controller  

Controller refers to the Client who defines the purposes and means of the processing of personal data.  

Sanctions 

Sanctions means any sanctions laws, regulations, or orders adopted by the United Nations, the European Union, Finland, or the United States which prohibit or restrict conducting transactions with specific persons o entities. 

Offer  

3. An Offer shall remain valid for thirty (30) days from the date when it was made unless otherwise stated in the Offer.  

Entry into force of the agreement  

4. The agreement shall enter into force when the parties have signed the Client Agreement or the Client has accepted an Offer for new Services from the Service Provider or an Accountor Group company has confirmed the Client's order in writing.  

General obligations of the Service Provider

5. The Service Provider shall perform Services with the appropriate competence and in accordance with industry standards and the service specifications in the Client Agreement. Services shall be delivered at a time agreed separately by the Client and Service Provider.  

Duration of the agreement  

6. The agreement shall remain in force for an indefinite period, subject to termination upon three (3) months' notice unless otherwise agreed. If neither party terminates a fixed-period agreement at least three (3) months before the agreed period expires, then the agreement shall continue to remain in force for an indefinite period, subject to termination upon three (3) months' notice.  

Assignment of the agreement  

7. The agreement may be assigned only with the written consent of the other party. Notwithstanding the above, an Accountor Group company may assign the agreement to another Accountor Group company or to a third party in connection with a business acquisition or assign its receivables under the agreement to a third party by notifying this to the Client. The Services may be provided and invoiced by any company in the Accountor Group without the prior separate consent of the Client.   

Previous agreements  

8. An agreement incorporating these General Terms and Conditions shall supersede all previous agreements concluded between the Client and an Accountor Group company concerning the Services referred to in the agreement and all written or oral notices.  

Discontinuation of Services and termination of agreement  

Discontinuation of Services and termination of the agreement for cause  

9. The Service Provider and other Accountor Group companies shall be entitled to discontinue all Services to the Client and other parties within its sphere of interest, if  

a) a payment to the Service Provider by the Client or a party within its sphere of interest is delayed by more than seven (7) days;  

b) The Client or a party within its sphere of interest fails to supply required information or materials on time, or otherwise fails to facilitate the provision of the Services in an appropriate manner;   

c) The Client or a party within its sphere of interest otherwise infringes the agreement or fails to comply with laws or authorities' decisions, guidelines or recommendations that are relevant for the provision of the Services; or  

d) The Client refuses to comply with the accounting instructions of the Service Provider in situations which may result in criminal or civil sanctions to the parties. This provision shall apply even in situations where the parties differ in their interpretation of the content or meaning of a law, decision, recommendation or guideline, such as regarding the allocation of revenue and related expenses or the valuation of assets and liabilities in accounting or in the financial statement.  

The Service Provider and all Accountor Group companies shall be entitled to terminate for cause all agreements with the Client and with parties within its sphere of interest if the Client or the said party fails to remedy the situation within seven (7) days of receiving a written notice.  

A party within the sphere of interest of the Client refers to a group company in the sense of Sections 5 and 6 of Chapter 1 of the Accounting Act (1336/1997), an associated or participating interest undertaking in the sense of Sections 7 and 8 of Chapter 1 of the Accounting Act, and a reporting entity where control in the sense Section 5 of Chapter 1 of the Accounting Act is exercised by the same persons as in the Client company.  

10. The Client shall be entitled to terminate the agreement for cause if the Service Provider fundamentally infringes the agreement or legislation applicable to the Service and fails to remedy the situation within seven (7) days from receiving a written notice from the Client. Either party shall be entitled to terminate the agreement for cause if the other party applies for a settlement with creditors, files for bankruptcy or is declared bankrupt, or becomes subject to proceedings for liquidation, enterprise restructuring or debt rescheduling.  

Services upon termination of the agreement  

11. If the agreement ends before the Client's financial statement has been prepared for an accounting period that ended during the agreement, the Service Provider shall prepare the financial statement if the Client makes an advance payment for the financial statement and provides the required information and materials. For the sake of clarity, the Service Provider is not obliged to prepare the financial statement if the agreement has been terminated in accordance with clause 9. If the agreement ends before the accounting period has ended, then the Service Provider shall, after receiving an advance payment, prepare balance sheet specifications based on the information available. The Service Provider shall correspondingly perform the itemisation required for payroll calculation and payroll accounting. Various support and transfer services enabling uninterrupted continuation of the Service elsewhere shall always be subject to payment, regardless of the grounds for terminating the agreement between the Service Provider and the Client. The Service Provider shall charge its customary costs and fees for the said Services.  

Rights to materials, right to retain materials, and surrender of materials to the Client  

12. The Service Provider shall hold all rights to materials it has produced, to databases and to automation solutions when the Services have been performed using software acquired or owned by the Service Provider. This shall not affect the Client's rights to materials that it has submitted to the Service Provider. Third parties shall not have the right to commercially exploit the databases without the permission of the Service Provider. The performance of statutory obligations, such as audits or data protection audits required under the General Data Protection Regulation, shall not be considered as commercial exploitation.   

In the event that the Service is performed using software acquired or owned by the Client and the software is made accessible to the Service Provider for the purpose of performing the Service, the Client shall hold the rights to the material and databases.   

The Service Provider shall be entitled to produce and publish various economic indicators specific to an industry, form of business or similar attribute by means of combining the data of various Clients in a manner where the Client, the Client’s personal data and other information related to the Client are unidentifiable and trade secrets remain confidential, regardless of which party holds the rights to the material and databases. The Service Provider shall produce and publish information only when this is permitted under applicable competition laws.  

The Service Provider may retain the materials which it has generated on the basis of materials provided by the Client or which it has otherwise prepared for the Client until all receivables from the Client have been paid.  

The Service Provider must hand over the Client Material to the Client within thirty (30) days of receiving a written request from the Client. The Service Provider has the right to hand over the material to the Client without request if the material is no longer necessary in order to provide the Services. The Client Material must be handed over in a generally used electronic format or in another format agreed by the parties. The Client shall bear the costs incurred in handing over the material.  

Without prejudice to any terms on the processing of personal data, the Service Provider shall have the right to retain copies of material that it has created after the expiry of the agreement. The data shall be erased once there are no longer contractual or statutory grounds for its storage. Basic details of the Client account shall be retained for at least five (5) years after expiry of the agreement.  

Notices  

13. Notices to terminate the agreement and other notices regarding the agreement shall be given in writing. Notices shall be deemed as given and made known to the recipient at the latest  

• on the first weekday following the date of dispatch for delivery by mail to the address specified in the agreement or subsequently communicated by a party in writing, or, in the case of weekdays without mail delivery in Finland, on the following weekday, or  

• in the case of delivery to the email address specified in the agreement or subsequently communicated by a party in writing, on the date when the email was sent.  

Materials and their submission  

Basic information  

14. The Client shall ensure that the Service Provider always has up-to-date basic information of the Client. Such information shall include contact address, staff, accounting period, and Trade Register entries, business sector, domicile, nationality, board members and any other necessary information and instructions. The Client shall appoint and authorise a contact person to provide the required information and notify any decisions concerning the Services. The parties shall notify one another in writing of any change in the contact person.  

Providing information and instructions  

15. The information and materials required for providing the Services shall be provided in reasonable time to enable the Service Provider to perform its duties appropriately during regular working hours. Unless otherwise agreed, the materials shall be made available as follows:  

• all accounting records for the relevant month by the tenth (10th) day of the following month;  

• payroll records five (5) business days before the agreed due date of payroll calculation;  

• materials pertaining to financial statements and taxation within thirty (30) days of the end of the accounting period,  

• other materials no later than ten (10) business days before the due date.  

The Client shall facilitate the provision of the Services and shall carefully perform its own duties in compliance with the terms and conditions of the agreement and with the instructions and recommendations of public authorities and of the Service Provider. The Client shall respond to the Service Provider’s inquiries and verification requests without delay.  

Confidentiality  

16. The parties shall maintain the confidentiality of business secrets and other confidential information of the other party that come to its knowledge. Such information may only be used to perform the obligations in the agreement, unless otherwise required by laws or regulations. Any offer, order confirmation and agreement with terms and conditions and associated plans and other materials shall be considered confidential information. The confidentiality obligation shall continue after the agreement has ended. The parties shall also ensure that their personnel and subcontractors are bound by confidentiality obligations.  

Service prices and payment  

Prices  

17. The Service Provider’s fee shall be determined by the range and type of Services delivered in each commission, as agreed in the appendices to the agreement. In addition to the fees, the Service Provider shall have the right to charge any necessary and reasonable direct travel expenses and other expenses related to the performance of agreed tasks. Unless otherwise agreed, the Service Provider shall have the right to charge for additional work according to its practices. Examples of paid additional work include processing delayed materials, modifying account schemes or other materials due to changes in legislation or administrative guidelines or adoption of new industry recommendations, and tasks arising from a notice or other request by public authorities, or additional work that is otherwise independent of the Service Provider, such as tasks arising from obligations under data protection legislation or changes to said legislation. The Service Provider shall nevertheless not be entitled to charge for additional work arising from any notice or other request issued by a public authority due to any error or omission of the Service Provider.  

The Service Provider shall have the right to change the Service pricing to correspond to the actual content and volume of the Service in the event that the actual content or volume have been in excess of that agreed for a period of at least three (3) months. In this event, the Service Provider shall notify the Client of the change in accordance with the procedure described in clause 20, and the Client shall have the right to object to the change in accordance with clause 20.  

The Service Provider may demand an advance payment from the Client if this has been agreed upon with the Client or if this is otherwise justified due to the circumstances at hand.  

The Service Provider shall be entitled to charge higher rates than normal in the event that the Service has to be provided at a time outside of normal working hours at the Client’s request.  

The Service Provider shall be entitled to collect any fees according to its price lists for any time when its resources are reserved for providing the Services to the Client on the basis of a special agreement or order concluded with the Client, even if the Client does not use the specially reserved resources due to delay in delivering its materials or other circumstance beyond the control of the Service Provider.  

The hour referred to in the hourly rates price list shall denote a tandardized hour determined on the basis of a working standard whereby the Client’s hourly rate for work remains independent of variations in staff or working methods.  

The prices are exclusive of value added tax, which shall be listed and added to the prices as applicable, in addition with other indirect taxes and statutory and government fees.  

The service fee and possible other direct expenses shall also be paid for the notice period in accordance with the price list, even if no Services have been ordered during the said period. The minimum fee in such cases shall be based on the average of monthly compensation payments over the preceding six months unless otherwise agreed.  

Terms of payment, delay penalties  

18. Unless otherwise indicated in the Service Provider’s price list, or unless otherwise agreed, the payment term shall be ten (10) days from the date of the invoice, with delay penalty interest of sixteen (16) percent. The Service Provider shall also be entitled to charge collection expenses for overdue payments, together with a reasonable invoicing surcharge for reminders.  

The Services shall be invoiced in advance at monthly intervals corresponding to the time of provision unless otherwise agreed.  

Objections to invoices  

19. Objections to invoices shall be submitted in writing within ten (10) days of the invoice date.  

Changes in prices and in the General Terms and Conditions  

20. The Service Provider shall have the right to change the agreed Service prices in accordance with cost developments and update these General Terms and Conditions in accordance with the provisions below.  

21. The Service Provider shall notify the Client in writing of any changes in prices and in the terms and conditions of the agreement no later than thirty (30) days before the change takes effect. The Client shall then be entitled, within fourteen (14) days of the date of such notification, to terminate the agreement in writing with effect as of the end of the notice period. The changes shall not take effect during the notice period.  

22. The Service Provider shall be entitled to adjust its prices in line with any change in prices or price determining criteria due to changes in legislation or official regulations. Adjustments shall be announced no later than fourteen (14) days before they take effect.  

Responsibilities of the parties  

23. The Client shall be responsible for its accounting as an accountable legal entity, for its taxes as a taxpayer, for its employer obligations as the employer of its staff, and for its obligations as a Controller of personal data. As an employer, the Client shall be responsible for the interpretation of laws, collective agreements and other agreements and the decisions it makes based on those. The Client shall be responsible for keeping records of working hours. The Client shall be responsible for filing the appropriate regulatory control and official reports, acquiring necessary permits, monitoring the balance of its account in the MyTax service or similar applicable service (hereinafter “Tax Account”), and for receiving reminders pertaining to its Tax Account. These responsibilities may not be assigned to the Service Provider. The Client shall ensure that the appropriate materials describing business transactions are compiled, saved and submitted to the Service Provider. The Client shall be responsible for the currency, sufficiency, accuracy, completeness and inclusion in accounting of information and materials concerning transactions during and after the delivered accounting period. The Client shall also be responsible for ensuring that the materials have been properly approved within the enterprise. The Client shall decide which calculations and reports are prepared and how they will be used, and shall also provide the Service Provider with the necessary instructions for interpreting legislation and collective agreements in individual cases. The Client shall also be responsible for determining the collective agreement that applies to employees in its service at any time, and shall notify the Service Provider in the event of any change in the applicable collective agreement.  

24. The Service Provider shall make its expertise and the Services available to the Client in accordance with the agreement and these General Terms and Conditions. The Service Provider shall notify the Client of any errors that it detects in materials supplied by the Client while performing the Services. The Service Provider shall nevertheless have no duty to monitor or correct any calculation or other errors in materials supplied by the Client, nor to inspect information provided by the Client unless otherwise agreed.  

25. The Service Provider shall always have the right to primarily attempt to rectify its breach of contract or an instance of error or neglect in the Service at its own expense. In the event that rectification is not possible, the Service Provider shall be liable towards the Client for the caused damage.   

Neither party shall be liable for indirect damages incurred by the other party. Additional work performed by the Client due to errors made by the Service Provider shall be regarded as indirect damage.  

The Service Provider's liability for tax increases and tax surcharges incurred by the Client shall not exceed fifty thousand (50,000) euros per accounting period.  

The Service Provider's liability for other loss or damage shall not exceed ten thousand (10,000) euros per single damage event, while the maximum accrued liability for all events causing loss or damage during a single accounting period of the Client shall not exceed twenty thousand (20,000) euros. When invoicing from the Client for a period of six months exceeds the foregoing limits of ten thousand (10,000) and twenty thousand (20,000) euros, the Service Provider's liability for other damage from a single event causing loss or damage and from all events causing loss or damage during one accounting period shall not exceed a calculated monetary sum corresponding to the uncontested sum exclusive of value added tax invoiced to the Client over the six-month period preceding materialisation of the grounds for the said event.  

The Service Provider's total liability in all cases shall not exceed one hundred thousand (100,000) euros per accounting period.  

An instance of loss or damage shall be deemed a single event causing loss or damage even if it has been influenced by a recurrence of the same error and even if it affects several accounting periods. An instance of loss or damage shall be deemed to have occurred wholly in the accounting period during which its main impact emerged, even if some part of the loss or damage emerged during another accounting period.  

These agreed limitations of liability shall not apply to loss or damage that have been caused wilfully or through gross negligence.  

Reporting and rectifying errors  

26. If any error due to the Service Provider arises in the Services provided to the Client, then the Client shall notify the Service Provider thereof without delay, and the Service Provider shall be entitled and obligated to rectify its error without charge at the earliest practical opportunity. If the Client fails to notify the Service Provider within fourteen (14) days of an error that it has detected, or that it should reasonably have detected, then the Client shall no longer be entitled to submit claims based on the error.  

If the Service Provider no longer has access to the Client’s data system at the time of reporting the error, the Client must enable said access at its own expense to allow the Service Provider to respond to the notice. If the Service Provider exercises its right or fulfils its obligation to rectify an error it has caused, the Service Provider shall be liable for the costs of enabling access to the data system.  

The Service Provider is liable only for its own activities  

27. Unless otherwise agreed, the Service Provider shall have the right to use subcontractors to deliver Services. Each party shall be liable for the performance of its subcontractors as for its own.  

The duties of the Client towards the Service Provider and the terms and conditions limiting the Service Provider's liability shall also benefit the Service Provider's subcontractors, staff, shareholders and executives.  

The Service Provider shall not be liable to compensate for any loss or damage due to incompleteness or inaccuracy of materials provided by the Client, to delay by the Client in providing materials or instructions, or to any other circumstances for which the Client is responsible.  

The Service Provider shall not be liable for delays that are due to interruptions in access to software supplied by a third party or to software bugs.  

The Service Provider shall at no time be liable for any business or executive decisions, which shall instead remain vested in and the liability of the Client.  

Time limit for filing claims  

28. Any claims against the Service Provider must be filed in writing without delay. If an error or defect is immediately detected or detectable, a notice must be submitted without delay and no later than within fourteen (14) days.  

If a specified claim has not been notified to the Service Provider within six (6) months of attesting the loss or damage, no compensation shall be paid. Compensation shall not be paid if the claim is filed after three years (3) from the delivery of the Service in question or the submission of material prepared by the Service Provider for the Client, whichever is earlier.  

As an exception, in the event that the loss or damage is due to an error in the Client’s accounting subject to an inspection for residual taxes or a Service that directly pertains to said accounting, such as tax declarations or other calculations that directly affect the Client’s taxes, and for which the Service Provider is liable, a time limit of six (6) years instead of three from the delivery of the Service in question shall apply to claims filed.  

Claims by third parties   

29. The parties shall notify each other without delay of claims for damages by third parties on the basis of the Services or the agreement. If the Service Provider is required to compensate damages to a third party, the Client must reimburse the loss incurred by the Service Provider, insofar that the loss was not caused by an error or breach of the contractual terms on part of the Service Provider. The limitations of liability of the Service Provider shall also apply to claims by third parties in the relationship between Service Provider and Client.  

Service Provider's general liability insurance

30. The Service Provider shall maintain appropriate general liability insurance at its own expense. When an event causing loss or damage occurs the Client shall be required to provide the insurance company with the necessary information and an opportunity to assess the extent and type of loss or damage.  

Force majeure; grounds for release  

31. If either party is prevented from, or hampered or delayed in performing its duties herein due to reasons beyond its control (force majeure), such as strike, lockout or other trade dispute, fire, other accident or crisis, damage caused by thunderstorm or other natural catastrophe, or failure of communications or power supply, the said party shall be released from performing its contractual obligations and from the consequences thereof for as long as the circumstances require. Grounds for release shall also be deemed to include any error or delay on the part of a public authority or bank, defects in hardware, software, communications or data transmission lines, failure, interruption or malfunction of data communications or connections, and measures taken by a network operator, provided that these are due to reasons beyond the control of the party.  

32. The other party shall be notified of force majeure and of its cessation without delay.  

Electronic communications  

33. The parties shall each be liable for their own data security, and shall ensure that they maintain and update their anti-virus and other data security measures. The parties are aware and accept that electronic communications may be disrupted despite such measures. The parties may exchange unencrypted e-mail messages and attachments unless otherwise agreed or required under mandatory legislation. The Service Provider shall not be liable for the uncorrupted or prompt receipt of emails or attachments that are received by or sent to the Service Provider or transmitted via its electronic communications system.  

Processing of personal data  

Application  

34. The following terms and conditions apply to the processing of Client Personal Data in the Service by the Service Provider on behalf of the Client.  In the event of any inconsistency between these data processing terms and the other provisions of the agreement, these data processing terms shall prevail. 

Responsibilities of the Controller and the Data Processor 

35. The Controller is responsible for Client Personal Data and lawfulness of the processing thereof in accordance with the applicable data protection laws.  Data Controller shall perform all necessary activities and secure   and   maintain   all   rights, consents   and   authorizations necessary for the Service Provider to comply with these data processing terms without violating laws or rights of any third party.  Client Personal Data and details of the processing as well as other relevant facts thereto are specified in the document Description of the processing activities. 

Processor guarantees that it will process Client Personal Data on behalf of Data Controller in accordance with the applicable data protection laws and as is necessary for Data Processor to provide the Service and to comply with these data processing terms. Client Personal Data will be processed in accordance with Data Controller’s documented and reasonable instructions, which Data Controller confirms are set out herein at the time of signing the agreement. Processor shall immediately inform Controller if, in its opinion, an instruction infringes applicable data protection laws. 

Without prejudice to the above and to the extent permitted by law, the Service Provider is entitled to use information generated in connection with the Service (i) to develop, analyze and assess its services and operations; and (ii) for statistical purposes, provided that no individual natural person can be identified in the result. The parties acknowledge that such processing is subject to the applicable data protection laws. 

Processor shall ensure that persons authorized to process Client Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality.  

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Controller and Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.  

Client agrees that the Processor’s security practices and policies provide adequate level of security and data protection appropriate to the risk with respect to Client’s Personal Data taking into account the nature, scope, context and purposes of the processing of its Personal Data. 

Processor will notify Data Controller in writing without undue delay after becoming aware of Client Personal Data breach. Processor shall provide Data Controller relevant information such as a description of the nature and likely consequences of the breach as well as the measures taken or proposed to be taken to address the breach. Such information will be provided to the extent it is in the possession and awareness of Processor. Processor will use its reasonable best efforts to repair and mitigate the effects of the breach.  

To the extent feasible, and the terms mutually agreed in the agreement, Processor shall  assist (i) Data Controller by appropriate technical and organisational measures for the fulfilment of data subjects’ rights under the applicable data protection laws; and (ii) with obligations set for Data Controller in the applicable data protection laws such as performance of data protection impact assessment and consultation with the supervisory authority taking into account the nature of processing and the information available to the Processor. At request, Processor will provide necessary information and documentation for the demonstration of compliance with the applicable data protection laws. The Service Provider has the right to invoice the Client for the abovementioned assistance.  

When processing of Client Personal Data is no longer required, Processor shall, at the choice of Data Controller either return the Client Personal Data to Data Controller or destroy all Client Personal Data and any copies thereof. Notwithstanding the foregoing, Processor shall have the right to keep Client Personal Data in order to comply with applicable legislation and to implement its legitimate interest, such as to  demonstrate that the Services have been provided in accordance with the agreement.   

Use of subcontractors in processing  

36. Client acknowledges and agrees that the Service Provider’s affiliates may process Client Personal Data under these data processing terms for the provision of Services, and that the Service Provider and its affiliates respectively may engage third-party sub-processors in connection with the provision of the Services. The Service provider or the Service Provider’s affiliate has entered into a written agreement with each sub-processor containing data protection obligations not less protective than those in these data processing terms with respect to the protection of Client Personal Data to the extent applicable to the nature of the processing carried out by such sub-processor. Processor shall remain fully liable vis-à-vis the Data Controller for the performance of any such sub-processor that fails to fulfil its data protection obligations. 

Current sub-processors and their country of location are listed in the document Description of the processing activities. The Client may subscribe to notifications of new sub-processors for each applicable Service by contacting Processor at privacy@accountor.com and if Client subscribes, Processor shall provide notification of a new sub-processor(s) before authorizing any new sub-processor(s) to process Client Personal Data in connection with the provision of the applicable Services.  

Data Controller may object the use of a sub-processor in writing within 2 weeks after having received the subscribed notification with reasons relevant for data protection. In such case, Processor shall continue the processing on the terms agreed until the earliest of the following event (i) the Parties have agreed that the processing will be terminated and Client Personal Data returned to Data Controller or to a new service provider, or (ii) the parties have agreed on how the continued processing will be carried out, including relevant costs. 

Transfers of personal data 

37. Processor shall process Client Personal Data in the EU, EEA or in another country where the processing may be lawfully conducted according to the applicable data protection laws. If Client Personal Data is transferred outside EU Member State or EEA Country, Processor shall inform in advance Controller and ensure that appropriate safeguards such as European Commission’s Standard Contractual Clauses are implemented, to protect the rights and freedoms of data subject as required by the applicable data protection laws.  

If Processor is not a direct party to the transfer, Processor is not responsible for assessing the adequacy of the safeguards (i.e. conducting a transfer impact assessment) but shall assist Controller, at Controller’s request, in complying with Controller’s obligations regarding the transfer. Such assistance may consist, for example, of provision of information made available to Processor by parties who, de facto, are transferring Personal Data. 

Audits 

38. Data Controller and the relevant supervising authority shall be entitled to conduct audits to ensure Processor’s compliance with the obligations defined herein in accordance with applicable data protection laws as regards processing of Client Personal Data. Such audit may be conducted by Data Controller once a year. An external auditor may be appointed to perform the audit, subject to confidentiality obligations reasonable acceptable to Processor. Data Controller shall give at least 30 days’ notice to Processor prior to carrying out an audit. The Parties shall agree well in advance on the time, scope, duration and other details relating to such audits. The audit shall be conducted in such a manner that it does not intervene Processor’s business or that Processor's undertakings towards third parties (including but not limited to Processor’s customers, partners, and vendors) are in no way jeopardized. 

Data Controller shall compensate possible costs to Processor accrued due to an audit initiated by Controller in accordance with the Agreement unless the audit reveals material non-compliance with these data protection terms or the applicable data protection laws.    

Terms and conditions regarding software Joint use of data systems for service production   

39. The access rights to application software used in service production may be either a) access rights granted by the Client to the Service Provider for software it has developed or acquired, or b) a restricted right to remote use granted by the Service Provider to the Client for software that the Service Provider has developed or acquired by means of access rights. The terms and conditions for option a) are described under clause 39a. The terms and conditions for option b) are described under clause 39b.    

39a. If the Service Provider produces, partially or in full, the agreed accounting, calculation or other Services using application software acquired by the Client by means such as via a data network, the following provisions shall apply unless otherwise agreed:    

Access rights of the Service Provider   

The Client shall, at its expense, provide the Service Provider and its subcontractors with free access rights to application software in its use necessary for uninterrupted service production. The Service Provider shall comply with the instructions and terms and conditions of the Client and of any relevant third party, such as the software manufacturer, and shall use its access rights only for the agreed purpose. The Service Provider does not have the right to assign its access rights without the prior written consent of the Client.   

The Client shall provide the Service Provider with all necessary user credentials. The Service Provider must store the credentials with due care and ensure that the provided credentials are used only by user(s) authorised by the Service Provider. The Service Provider shall employ the appropriate antivirus, firewall and other information security solutions.   

Client’s responsibilities  

The application software shall be located on a workstation or server designated by the Client or a software provider from whom the Client has received access rights. The Client shall be responsible for the maintenance of the application software and for ensuring that it can be connected to using conventional technical methods. The Client shall be responsible for the construction of data communication connections and data transfer costs, excluding the costs of the Service Provider’s internet connection.    

The Client shall remain liable for its own use of the software and for the content, accuracy and appropriateness of the material thereby created. Any such material dispatched by the Client that pertains to bookkeeping or payroll calculation shall be deemed accounting or payroll calculation material submitted by the Client to the Service Provider for the purpose of producing the Service.  

Intellectual property rights infringements The Client shall be responsible for ensuring that the use of software by the Service Provider does not infringe the existing intellectual property rights of third parties. The Client shall not be liable for infringements caused by negligence on part of the Service Provider to comply with appropriate instructions provided by the Client.   

Procedure for intellectual property infringements  

The Service Provider shall notify the Client in writing and without delay if any third party considers that the Service Provider is infringing its intellectual property rights by using the software. If the Service Provider authorises the Client to respond to the claims made by such third party on its behalf and provides the Client with the information and assistance required for handling the matter, the Client shall handle the matter in the way that it deems best at its own expense and shall be liable for any compensation that becomes payable by the Service Provider.   

If a claim is legally valid or the Client considers it to be justified, the Client shall be entitled, at its discretion, to   

• obtain a full or partial right to continue the use at its own expense;    

• modify the access rights so that third party rights are not infringed; or   

• replace the software with some other functionally equivalent solution.  

Disruptions and changes in the availability of application software  

The performance of the Services by the Service Provider requires that the appropriate software are available for use. The Client shall be liable for additional labour costs incurred by the Service Provider due to disruptions, interruptions or data loss during use of the software, unless caused by the actions of the Service Provider or interruptions in the Service Provider’s internet connection. The Client shall endeavour to resolve the problem with optimal dispatch, having reasonable regard to the nature of the disruption and the prospects of resolution.    

The Service Provider shall not be liable for damages or delays incurred by the Client for the interruption, expiry or delay of access rights to the software.  

In the event that an interruption, substantial change or expiry of the use or access rights or a change in operating model results in changes to the workload and labour costs of service production, such as accounting or payroll calculation services, the Service Provider shall be entitled to adjust the service fees charged to the Client accordingly.  

Validity and termination of software access rights  

The right of access to software manufactured by a third party shall remain in force only for as long as the Client retains the right to use the application. The software access right shall expire no later than on termination of the Services agreement.   

39b. Unless otherwise agreed, the following provisions shall apply if the parties have agreed that the Service Provider will assign software access rights, or that the Client will produce or provide all or part of the materials for bookkeeping, accounting or other Services by remote use via a data network of application software supplied by the Service Provider:  

Client’s right of access  

The core of the Service shall comprise of the Client's access rights via a data network to application software maintained by the Service Provider. The quantitative and qualitative extent of the Client's access rights (permitted number of users, permitted purpose of use, etc.) shall be specified either in an agreement concluded between the parties or in the annexes thereto.  

In addition to access rights, the Services may also include other added-value elements, such as the maintenance and support services specified in an agreement between the parties or in its appended service-specific terms and conditions.  

The application software shall be located on a server owned by the Service Provider or its subcontractor or a software supplier from whom it has received the right of access. The Client shall be responsible for establishing a data connection and covering the costs of data transmission, and for ensuring the suitability, functionality and maintenance of its software, terminals and hardware. The hardware and other requirements for using the Services may vary and change according to the service and application. The Client shall employ the appropriate antivirus, firewall and other information security solutions. Unless otherwise specially agreed, the Service Provider shall not be responsible for the functionality of software in the Client's operating platform, or for any modifications to the said platform that are required due to any repairs, updates or maintenance measures.  

The Client shall remain liable for its own use of the software and for the content, accuracy and appropriateness of the material thereby created. Any such material produced or provided by the Client that pertains to bookkeeping or payroll calculation shall be deemed accounting or payroll calculation material submitted by the Client.  

At least the following limitations shall govern the scope of the Client's access rights unless otherwise agreed: Use of the Services shall be permitted only for the Client's own internal purposes. Only the Client's designated users may use the application software. Only persons who are employed by the Client, who otherwise work under the Client's direction and supervision, or who are liable for the Client's operations under company law may be designated as users.   

The Client shall exercise due care in storing the user access codes and passwords that it receives for accessing the Services. The Client shall remain liable at all times for many actions taken when using its user access codes.   

The Client shall comply with the instructions of the Service Provider and of any relevant third party, such as the software manufacturer, and shall use the software only for the agreed purpose. The Client shall not be entitled, without written consent, to disclose any component of the access rights to a third party or to forward to a third party any materials or Services thereby generated unless otherwise required by mandatory laws. Typical instances of disclosure that arise from mandatory legislation include disclosures for the purpose of auditing or statutory official inspection. The Client shall be liable for costs incurred by such disclosures of access rights on grounds of mandatory legislation.   

Disruptions and changes in the availability of application software  

Unless otherwise agreed, the Service Provider shall not guarantee the error-free and continuous operation of application software. The Service Provider shall not be liable for damages incurred by disruptions, interruptions or data loss. The Client shall report any disruptions in detail and the Service Provider shall endeavour to resolve the problem with optimal dispatch, having reasonable regard to the nature of the disruption and the prospects of resolution. A problem may be rectified, for example, by issuing instructions for circumventing the problem. The Service Provider shall be entitled to special compensation for analysing any problem that is due to causes for which the Service Provider is not responsible.     

Intellectual property rights infringements The Service Provider shall be liable for ensuring that use of the software on concluding the agreement does not infringe the current intellectual property rights in Finland of any third party. The Service Provider shall not be liable for rights infringements that arise from a failure on part of the Client to comply with provided instructions in the use of the software or the use of the software by the Client for purposes other than those agreed.  

Procedure for intellectual property infringements  

The Client shall notify the Service Provider in writing and without delay if any third party considers that the Client is infringing its intellectual property rights by using the software. If the Client authorises the Service Provider to respond to the claims made by such a third party on behalf of the Client, and provides the information and assistance required for handling the matter, then the Service Provider shall handle the matter in the way that it deems best at its own expense, and shall be liable for any compensation that becomes payable by the Client. The prerequisite for paying compensation is that liability for the rights infringements lies with the Service Provider under these terms and conditions and that authorisation and responsibility on the use of the rights have been assigned to the Service Provider in accordance with the above provisions.  

If a claim has been finally upheld, or if the Service Provider considers it legitimate, then the Service Provider shall be entitled, at its discretion:  

• to procure the right to continue using the software or a part thereof at its own expense;   

• to replace the software or a part thereof with some other functionally equivalent component;   

• to modify the software access rights so that third party rights are not infringed; or   

• to terminate the software access rights with immediate effect.  

Rights infringements shall not be considered as errors or delays on part of the Service Provider. The liability of the Service Provider for rights infringements shall be limited to the measures described under this clause.  

Validity and termination of software access rights  

The right of access to software manufactured by a third party shall remain in force only for as long as the Service Provider retains the right to use the application. The software access right shall expire no later than on termination of the Services agreement.  

Changes  

In the event that an expiry of the access rights or a change in operating model results in changes to the workload of service production, such as accounting or payroll calculation services, the Service Provider shall be entitled to adjust the service fees charged to the Client. The Service Provider shall be entitled to change the times of access to the Services with advance notice to the Client.  

Other terms and conditions  

40. The agreement shall be governed by Finnish law (excluding its rules for choice of law), these General Terms and Conditions and other documents referred to in the agreement. The information in the Service Provider's brochures, price lists and other materials shall form part of the agreement only where so separately indicated in the agreement or in the annexes thereto.  

The statutory references in the General Terms and Conditions shall refer to the referenced statutes in their current form at the time when these General Terms and Conditions are drafted.  

Order of precedence  

41. The agreement documents shall be applied in the following order of precedence in the event of any conflict of content:  

1. The Client Agreement  

2. The service specifications and other annexes  

3. Possible service specific service terms 

4. These General Terms and Conditions of Accountor Services.  

In the event that any provision in the agreement package between the Client and the Service Provider is held to be unlawful, invalid or otherwise cannot be applied, the remaining terms and conditions shall nevertheless remain in effect, and the parties shall replace the provision that was held to be invalid or unlawful with another provision which corresponds to the intention of the parties or the original meaning and purpose of the provision which was replaced.  

The failure of a party to alert any infringement or default of the other party with respect to any provision of the agreement shall not indicate that the former party waives its right to rely on the said provision and its right to require that the infringing party complies with the provision.  

Recruitment restriction  

42. Neither party may, without the consent of the other party, engage any person who is, or has been performing key duties related to the Services in the other party's service, nor agree on any other arrangements for procuring the labour of such a person before a period of six months have elapsed from the end of the agreement.  

A party that infringes this provision shall, unless otherwise agreed, pay compensation to the other party equivalent to the six months' gross salary of the person concerned.  

This recruitment restriction shall not apply if a person's employment relationship was terminated for reasons that were due to the employer.  

Use of the Client as a reference  

43. The Client company may be used as a reference in the marketing of Accountor Holding Oy and its subsidiaries.  

Right to use information generated in the business 

44. Service Provider shall have the right to use information generated in connection with the service production to market additional services. 

Assignment of business  

45. Unless otherwise separately agreed by the parties, the transfer of financial administration services from the Client to the Service Provider shall not constitute assignment of business in the sense of the Employment Contracts Act, nor shall any employee of the Client be transferred to the Service Provider. The Client shall indemnify the Service Provider for any costs incurred in the event that a lawfully constituted court nevertheless holds that assignment of business has occurred.  

Settlement of disputes  

46. The parties shall seek to settle disputes by negotiating. If negotiations between the parties are inconclusive, the dispute shall be finally settled in an arbitration procedure in accordance with the Arbitration Rules of the Finland Chamber of Commerce and the number of arbitrators shall be one. The venue of the arbitration is Helsinki. Claims for non-payment of monetary charges may be resolved in the district court of the respondent’s place of domicile if the respondent does not contest its payment obligation.  

Sanctions 

47. The Client warrants that the Client, its direct and indirect shareholders or partners, and its directors and executive officers are not subject to any Sanctions.  The Client undertakes to inform the Service Provider without delay of any change in circumstances that would render this warranty no longer accurate.  

The limitations of liability set out under this    agreement notwithstanding, the Client shall indemnify and hold harmless Accountor Group companies for any costs, damages, and penalties that may arise as a result of any inaccuracy of this warranty or the failure to notify the Service Provider as undertaken herein.  

The Service Provider may terminate this agreement or restrict the performance of its obligations under   this agreement should any Sanctions reasonably justify such termination or restriction. The Service Provider shall not be liable for any damages or costs resulting from such termination or restriction.