1. Applicability
These terms govern all consulting service agreements between Koskinen Family Business Oy (“Koskinen & Co”) and its customers. All agreements, offers, quotes, purchase orders and order approvals require a written form, including by email. Changes or cancellations require mutual written agreement. Section headings are for readability only.
2. Koskinen & Co’s General Obligations
Koskinen & Co commits to delivering services with good business practice and in a professional manner. Koskinen & Co maintains appropriate professional liability insurance, with details available upon request.
3. Customer’s General Obligations
Customers must supply necessary information and cooperation, including strategic information, permissions, access to systems and data, and hardware/software resources. Customer warrants that all the provided information and materials are lawful, do not violate any third party rights, and can be used for the intended purpose. Customers indemnify Koskinen & Co against claims arising from customer-provided materials.
4. Services, Schedule and Deliverables
Specific services and deliverables are defined in separate written agreements, offers, orders, or mutually agreed documents. Koskinen & Co is not required to perform any other services or deliver any other deliverables than those specifically agreed. The company may refuse tasks not in mutual interest, unlawful, or violating terms/third-party rights. Completion dates are estimates unless explicitly binding.
5. Pricing
Pricing models are defined separately through agreements, offers, orders, or mutual written arrangement. Options include hourly, monthly, performance-based, equity-based, or other models.
Where pricing isn’t pre-arranged, Koskinen & Co invoices the materials and time spent for the Services using hourly-based pricing, with current price lists provided. One month’s advance notice precedes price updates. All prices for Services are exclusive of VAT and other public charges, which shall be added and payable by Customer per applicable tax laws.
6. Expenses
Koskinen & Co shall invoice reasonable travel and other expenses incurred in the course of performing the Services, provided customers approve expenses in writing beforehand.
7. Payment Terms
Payment terms are defined in separate agreements or mutual arrangements. Services may be invoiced in advance, monthly, upon completion, or through other agreed models.
Default terms: Koskinen & Co shall invoice Customer 50% in advance and 50% on the first day of each month after the provision of the services unless agreed otherwise in writing. The payment deadline is fourteen (14) days from the date of invoice. The interest rate for delayed payments is 8% annually.
8. Term and Termination
Either party may terminate by providing the other Party with two (2) months’ written notice unless otherwise agreed. Project-based agreements remain valid until both parties fulfill their obligations, with the standard two-month termination notice still applying.
Upon termination, Koskinen & Co is entitled to invoice for: (a) the services performed until termination; (b) costs and expenses incurred prior to termination; and (c) such Services performed and costs and expenses that could not be cancelled prior to termination.
Either party may terminate if the other fails to comply with the Terms, provided that such failure is not remedied within fourteen (14) days after notice, or if a party enters insolvency/restructuring proceedings. Surviving clauses remain enforceable after termination.
9. Changes
Agreement modifications require mutual acceptance, and must be agreed in a written form, at a minimum by email, and agreed by a person in each Party’s organisation who is authorised to conclude and change agreements. Parties should simultaneously address impacts on services, pricing, schedule, and other terms.
10. Intellectual Property Ownership
Unless otherwise agreed in writing, intellectual property for materials created by Koskinen & Co solely to customer specifications shall belong and transfer to Customer upon payment of any outstanding invoices.
IP rights for pre-existing materials or those created outside agreements shall belong to Koskinen & Co. Customers receive a non-exclusive license to use, copy and modify such materials in its internal business use. However, Customer has no rights to copy, modify and sell such materials externally.
Where Services include AI system development, the following IP allocation applies unless otherwise agreed in writing: (a) reusable components created by Koskinen & Co (including prompts, system configurations, workflow designs, and architecture patterns) remain the intellectual property of Koskinen & Co, with Customer receiving a non-exclusive license for internal use; (b) customer-specific data assets (including indexes, vector embeddings, and databases derived from Customer’s data) belong to Customer.
Koskinen & Co warrants that materials do not infringe third-party rights. Third-party content is provided subject to original licensor terms.
11. Nondisclosure of Confidential Information
Parties shall not disclose to anyone any Confidential Information and may not use such information for any other purpose than for furthering its obligations.
Confidential Information includes business plans, financial data, customer lists, technical data, source code, patents, and similar proprietary material.
Exceptions include information already possessed, publicly available (not through improper disclosure), approved for disclosure, independently created, or mandated by court order (with notice to the other party).
Parties must take all reasonable measures to protect the secrecy of and avoid disclosure of Confidential Information. These confidentiality obligations shall remain valid for five (5) years after termination or expiration of the Agreement.
12. No Conflicts
Koskinen & Co warrants service provision won’t violate duties to others. The company shall promptly notify Customer, in writing, of any Services provided to a potential competitor, and the parties will review whether activities remain consistent with the agreement.
13. Recruiting and Soliciting Employees
Unless otherwise agreed, the Parties agree not to actively recruit or solicit the services of any person of the other Party who has participated in the performance of the services. This restriction shall remain valid during the term of the Agreement and for a period of six (6) months after termination or expiration of the Agreement.
14. Privacy and Data Protection
Where customers are data controllers and Koskinen & Co is a data processor under GDPR, the Koskinen & Co Data Processing Agreement, available at www.koskinen.co/legal/dpa, shall be applied and is considered an integral part of an agreement.
The Privacy Policy at www.koskinen.co/privacy-policy describes how personal data about customer representatives is processed.
Koskinen & Co may use AI-assisted tools and services in the course of providing Services. This includes two categories of use: (a) AI as a tool in consulting work, where AI assists Koskinen & Co in performing services such as analysis, research, and drafting; and (b) AI system development, where Koskinen & Co builds AI-powered systems for Customer’s use. In both cases, client information, including personal data, may be processed by AI tools in accordance with the Data Processing Agreement. Where Services include AI system development, engagement-specific processing details are described in an Annex to the Data Processing Agreement. AI service providers are listed at www.koskinen.co/legal/sub-processors.
15. Disclaimer of Warranties
The Services are provided “as is.” Koskinen & Co disclaims all warranties, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Koskinen & Co does not warrant that services will meet requirements or be uninterrupted or error-free.
Where Services involve AI-assisted outputs or AI system deliverables, Koskinen & Co does not warrant the accuracy, completeness, or reliability of content generated by AI tools. AI-generated outputs require human review before use in decision-making, publication, or any context where accuracy is material.
16. Limitation of Liability
Neither party is liable for any indirect, consequential, punitive or incidental damages, including without limitation any damages for business interruption, loss of use, data, revenue, profit or third party claims.
The liability of Koskinen & Co to Customer in respect of any claim for loss, damage, cost or expense, that is attributable to a specific order or project, shall in no event exceed the amount paid by Customer for the services relating to the order or project. Aggregate liability shall not exceed the total maximum sum paid by Customer for the services within the three (3) month period prior to the cause of the claim.
17. Force Majeure
Neither party is liable for failures caused by circumstances beyond that Party’s reasonable control (force majeure events), including but not limited to acts of God, war, terrorism, pandemic, government action, strikes, or infrastructure failures.
18. Notices
Written notices are deemed delivered when: personally delivered, emailed with receipt confirmation, or three (3) business days after being sent by registered mail. Parties must promptly notify of contact changes.
19. Limitation of Claims
Claims must be brought within twelve (12) months after the cause of action accrues, except for non-payment or confidentiality breach claims.
20. Applicable Law and Dispute Resolution
These terms are governed by the substantive laws of Finland, without regard to its conflict of law rules.
Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute referred to settlement, disputes proceed to arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) sole arbitrator.
Arbitration occurs in Finnish or English in Helsinki, Finland. Unless the arbitrator decides otherwise, each Party shall bear its own costs and the Parties shall share equally the fees and expenses of the arbitrator and the arbitration institution.
21. Severability
If any provision is invalid, the remaining provisions shall remain in full force and effect. Invalid provisions are minimally modified to preserve original intent.
22. Waiver
No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. A breach waiver doesn’t waive subsequent breaches.
23. Survival
These provisions survive termination: Intellectual Property Ownership (Section 10), Nondisclosure of Confidential Information (Section 11), Disclaimer of Warranties (Section 15), Limitation of Liability (Section 16), Limitation of Claims (Section 19), Applicable Law and Dispute Resolution (Section 20), and other naturally surviving provisions.
24. Miscellaneous
Koskinen & Co may use customers as a reference in its marketing materials, online and offline, provided that no Confidential Information is disclosed, with prior approval when appropriate.
Koskinen & Co employee’s relationship with the Customer is never that of an employee. Employees aren’t eligible for customer benefits, and customers make no tax deductions.
Koskinen & Co lacks authority to bind customers without prior written authorization.
Koskinen & Co may employ subcontractors to fulfil its obligations and is liable to Customer for all acts of its subcontractors.
Parties cannot transfer agreements without written acceptance, except in merger, sale of a business or similar transaction.
These Terms and the additional agreed-upon terms in an agreement contain the entire Agreement between the parties and supersede all prior communication, discussions and agreements.