General Terms of Delivery Nov 1st 2010

1.1 These general terms of delivery (hereafter Terms of delivery) define the terms on which JK Web Design will deliver and/or sell and the terms on which the receiver of the delivery (hereafter Receiver) will receive and/or purchase the output delivered (hereafter Output) with the rights specified (hereafter Rights).

2 Delivery Information

2.1 The Output is the object of the delivery. The Output can be a product or a service. The Output can be defined more specifically in the offer (hereafter Offer) or in the trade agreement (hereafter Agreement), the attachment of which are the Terms of delivery. The Output can be e.g. a website or the graphic appearance, logo or a banner ad of the website.

2.2 The Receiver receives the delivery performed by JK Web Design. The Receiver can be more specifically defined in the Agreement or the Offer.

2.3 The selling price of the delivery (hereafter Selling price) is tax exempt. The Selling price can be defined more specifically in the Agreement or the Offer.

2.4 The delivery date of the Output (hereafter Delivery date) can be defined in the Agreement or the Offer. If the Delivery Date is not defined, it remains open.

2.5 The Terms of delivery apply to all deliveries performed by JK Web Design, including e.g. graphic designs and websites, unless other agreements have been made in writing. The Terms of delivery shall also be applied to deliveries which are not agreed upon in the Agreement or the Offer.

3 Terms of Delivery

3.1 JK Web Design will present the Output to the Receiver once the Receiver has accepted the Output (hereafter Day of transfer). The Receiver must provide a written approval of the Output upon JK Web Design’s request.

3.2 The Receiver will pay thirty per cent (30 %) of the Selling price before the commencement of the Output and the full Selling price within seven (7) days of the Day of transfer, unless the Agreement or the Offer states otherwise.

3.3 Eezy Osk (business ID: 2197002-2) will handle the billing.

3.4 The rights will be transferred to the Receiver only after the Selling price has been paid in full. JK Web Design may allow production usage of the Output already from the Day of transfer onwards. Earlier production usage requires a separate written approval from JK Web Design.

3.5 JK Web Design withholds the right to limit or deny production usage of the Output from the expiration of the Selling price until the Selling price has been paid in full.

3.6 If the payment of the Selling price is delayed, the Receiver is obliged to pay an eleven per cent (11 %) yearly penal interest for the delayed amount. If the payment has to be collected, the Receiver is also liable for reasonable collecting expenses.

3.7 JK Web Design will deliver the tested Output for installing and approval testing on the Day of transfer at the latest. JK Web Design will deliver the Output as it is, so that the correctness or the approval of the Output cannot be influenced by e.g. inability to find an appropriate use for the Output.

3.8 IF a delivery of JK Web Design is delayed, the Receiver is entitled to a one per cent (1 %) penalty of the delayed portion of the delivery from every week of delay after the qualifying period. The qualifying period is two (2) weeks following the Day of transfer. The penalty is ten per cent (10 %) of the Selling price at most. The Receiver is not entitled to a penalty if the delay of the delivery has been caused by his or her own actions or contributions.

4 Additional Expenses

4.1 The output can include EXISTSing photographs or other visual, audio or video material (hereafter Photo bank material) which have been acquired from JK Web Design’s photo bank, a third party photo bank or another source featuring said material. The additional expenses caused by Photo bank material will be added to the Selling price, unless the Agreement or the Offer states otherwise.

4.2 JK Web Design and the Receiver will follow the rules of procedure (hereafter Rules of procedure) which have been agreed to in the Agreement or the Offer when planning, executing, delivering and testing. If the Receiver departs or expects JK Web Design to depart from the Rules of procedure, JK Web Design is entitled to charge for the work departing from the Rules of procedure in addition to the Selling price. The Terms of delivery also apply to the work departing from the Rules of Procedure.

4.3 JK Web Design may add additional expenses to the Selling price or charge the Receiver for the additional expenses (hereafter Additional expenses) related to the delivery of the Output after the payment of the Selling price, if there has been a separate agreement or the Terms of delivery state so. JK Web Design’s right to additional charges applies to e.g. the expenses caused by Photo bank material or departing from the Rules of procedure.

4.4 The Receiver must always be allowed a reasonable period to comment on Additional expenses before they are charged. The Receiver also has the right to refuse the measure causing the Additional expenses before it is commenced.

4.5 Unless separately agreed upon or defined in the Terms of Delivery regarding Additional expenses, the Receiver is not obligated to pay anything related to the Output to JK Web Design after paying the Selling price.

5 Copyrights

5.1 JK Web Design presents the following rights to the Output to the Receiver after he or she has paid the Selling price in full, including Additional expenses.

5.2 JK Web Design presents the Receiver with all the currently known and upcoming property rights, copyrights, industrial property rights and other immaterial rights related to the visual, audio and video materials which are featured in the Output and can be transferred, including further transference and modification. However, JK Web Design withholds all exclusive rights to the Output’s various design and execution stages, such as proofs, which are not used in the final Output. JK Web Design withholds the exclusive right to all currently known or upcoming immaterial rights it has received via registering or establishing.

5.3 JK Web Design does not transfer its own copyrights or other immaterial rights to the technology included in the Output, e.g. programs consisting of programming languages, or other parts of the Output (hereafter Technology) than multimedia material. JK Web Design withholds among other things the right to use and sell the Technology later on. JK Web Design presents the Receiver with unlimited access rights to the Technology and the right to modify it. The Receiver is not entitled to further transfer the access rights of the Technology. Usage of third party (e.g. Joomla!) products and technology will be defined in the company’s terms of agreement.

5.4 The Receiver is presented with only those case-related rights and obligations to the Photo bank material which are related to it, and those which JK Web Design can transfer within its own rights. As a starting point, the access rights of the Photo bank material are presented to the Receiver as well as the right to public presentation for an indefinite period, unless the rights and obligations related to the Photo bank material have limitations. If JK Web Design cannot acquire Photo bank material by itself, or if the Receiver does not want JK Web Design to do so, the Receiver must acquire and deliver the Photo bank material to JK Web Design.

5.5 JK Web Design has the right to use the Output free of charge as its work sample or a recommendation of itself to a third party (hereafter Reference usage), which includes the right to public presentation of the Output for an indefinite period.

5.6 The Receiver preserves all his or her rights to the textual and graphic content he or she has delivered to JK Web Design in order to create the Output, and JK Web Design is not entitled to use the content delivered to it by the Receiver, excluding Reference usage.

6 Damages and Correction of Errors

6.1 JK Web Design is not liable for the indirect or direct damages caused by using the Output. It is only liable for direct damages, if the damages are due to JK Web Design’s intention or gross negligence.

6.2 JK Web Design is liable for infringements of the immaterial rights caused by using the Output concerning third parties, if the works in question have been created for the Output, on the condition that the Receiver, once having received even minor knowledge of the matter, will hand a written notice to JK Web Design without unfounded delay.

6.3 JK Web Design is entitled with direct influence to forbid the Receiver from using and publicly presenting the Output, if there is a manifest danger of the usage of the Output infringing the immaterial rights or other legally protected interests of the third party. If the Receiver continues to use or publicly present the Output, the liability for infringing the immaterial rights or legally protected interests of the third party will be transferred from JK Web Design to the Receiver.

6.4 JK Web Design will present the Output as it is, and is not liable for its flawlessness other than e.g. it being fit for its purpose.

6.5 JK Web Design will however commit to correcting the errors detected in the Output, e.g. technical dysfunction, free of charge within ninety (90) days of the Day of transfer (hereafter Guarantee period), but not the damages caused by using the Output. A matter which the Receiver has had the opportunity within reason to detect before the Day of transfer, cannot be regarded as an error. JK Web Design’s obligation to correct errors will expire when the Guarantee period expires or if there is a delay in the payment of the Selling price. JK Web Design is not obligated to correct the errors caused by the changes made to the Output by the Receiver.

6.6 If correcting an error during the Guarantee period involves travelling, JK Web Design is entitled to collect reasonable travel expenses caused by correcting the error from the Receiver.

6.7 If the Receiver forbids correcting the error or otherwise unreasonably complicates the correction during the Guarantee period, JK Web Design’s obligation to correct the error in question expires.

6.8 The Output may include links to other websites, the contents of which JK Web Design is not liable for or cannot influence. JK Web Design is not obligated to indemnify or refund the direct or indirect damages based on negligence or intention which are caused by the contents or the use of said websites concerning the Receiver or a third party.

6.9 The liability for risk of the Output is transferred to the Receiver on the Day of transfer regardless of the payment of the Selling price.

7 Maintenance

7.1 JK Web Design will charge the Receiver for the maintenance (hereafter Maintenance) of the Output after the Day of transfer as stated in its Agreement, Offer or price list.

7.2 JK Web Design will also charge the Receiver for reasonable travel expenses related to the maintenance.

7.3 JK Web Design does not commit to performing Maintenance for the Receiver, unless otherwise agreed upon in the Agreement or the Offer.

7.4 The Receiver does not commit to ordering Maintenance from JK Web Design, unless otherwise agreed upon in the Agreement or the Offer.

8 Confidentiality and Subcontracting

8.1 Parties to the agreement commit to keeping confidential the materials, information and business secrets that are marked confidential or are understood to be such, and to not using those for other purposes than the ones agreed upon. Confidentiality does not however apply to such materials and information that are commonly available or otherwise public; or which a party to the agreement has received from a third party without confidentiality; or which were in the possession of the receiving party to the agreement without confidentiality before receiving them from the other party to the agreement; or which a party to the agreement has independently developed without making use of materials or information received from the other party to the agreement.

8.2 The parties to the agreement must immediately cease to use the confidential materials and information received from the other party to the agreement and, unless the destruction of the materials is separately agreed upon, to return said materials including all the copies once the agreed obligations have been filled or once a party to the agreement no longer needs said materials or information to the agreed purpose. However, both parties to the agreement have the right to preserve the copies called for by law or orders from the officials.
8.3 JK Web Design is entitled to commission tasks related to the delivery from a subcontractor. JK Web Design must make sure that the subcontractor is bound by the terms concerning the confidentiality of the Terms of delivery. JK Web Design is as liable for its subcontractor’s share as it is for its own.

9 Other Conditions

9.1 The Terms of delivery such cannot be considered as an offer.
9.2 Offers from JK Web Design are valid for 2 weeks after the offer has been made, unless the offer states otherwise.

9.3 JK Web Design and the Receiver have the right to transfer the Agreement or an agreement based on the Offer to a party cooperating with the transferring party to the agreement. That party to the agreement has to make sure that when transferring obligations and rights to a cooperating party, it will be as bound to those as the transferring party to the agreement. Agreements cannot be otherwise transferred to a third party without a written consent from both parties to the agreement.

9.4 JK Web Design or the Receiver are not liable for the damages caused by the negligence of an obligation consistent with the Terms of delivery, the Offer or the Agreement, if the reason for the negligence is a force majeure that prohibits or delays a payment and cannot be influenced by a party to the agreement. A force majeure can be an unusual event that affects the matter. These events include war, strikes, fires or other natural phenomena and an interruption in regular traffic. The validity period of the obligations in the Terms of delivery will be prolonged until the effects of said circumstances have ceased.

9.5 If the Terms of delivery, the Offer or the Agreement contradict each other, the Agreement will primarily be obeyed, secondarily the Offer and thirdly the Terms of delivery.

9.6 The nullity of some clause does not cause the nullity of the Terms of delivery, the Offer or the Agreement in their entirety.

9.7 Finnish law is obeyed in the Terms of delivery, the Offer and the Agreement. Disagreements caused by them are pursued to be solved in negotiations between the parties to the agreement. If these are not successful, the disagreements will be solved at the Varkaus district court.

9.8 The Terms of delivery come into effect Nov 1st 2010 and are valid for the time being. The Terms of delivery will be applied to the deliveries agreed upon during their validity period and they replace previous general terms of delivery of JK Web Design. JK Web Design withholds the right to cancel or replace the Terms of delivery.

JK Web Design

Website: http://jkwebdesign.fi
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