Flink Social PR
General Terms and Conditions
As of 28th September 2024
1. Background
1.1 These General Terms and Conditions apply to all sales proposals, agreements and assignments (the “Cooperation”) concerning social media, marketing and communications services provided by evida Oy (2175691-5) under the Flink Social PR trademark/name.
The purpose of this Agreement is to define the cooperation between the Parties in order to promote the sale and marketing of the Client’s products or services.
The Parties are:
Flink Social PR by evida Oy (“Flink”)
The purchaser of the service (the “Client”)
Where the Agreement concerns content produced in the name of an external influencer: in addition to the foregoing, the “Influencer” responsible for the content production is also a Party
These General Terms and Conditions apply to the Offer between the Parties in which the Parties and the content, services and measures included in the cooperation (the “Cooperation”) are specified. These General Terms and Conditions and the Offer together form the agreement on the Cooperation, and the purpose of these General Terms and Conditions is to complement what has been agreed in the Offer.
If any of these terms differ from the Offer, the terms set out in the Offer shall prevail. If a Brief is related to the Order, it shall form part of the contractual relationship.
1.2 Each Party shall be responsible for all costs arising from this Agreement and for its own costs, taxes and official charges which this Agreement may cause.
1.3 When this Agreement refers to the Cooperation or Influencer Cooperation, it refers to this Agreement in its entirety, its purpose and the actions covered by this Agreement. “Materials” refers to all content produced by Flink and/or Influencers related to this Agreement or produced under this Agreement, intended for the Client’s internal use (e.g. plans) or published or intended to be published in the media, on a website, in printed materials or on the Client’s social media channels (and, in Influencer Cooperations, possibly also on the Influencer’s social media channels).
2. Application of the Terms
These Terms shall apply when evida Oy sells Flink Social PR expert services to companies and entities marketing their own products or services, to advertising agencies, media agencies or other advertising service companies or their representatives (the “Client”). Where the advertiser is represented by an advertising or media agency or other advertising service company, such entity shall be responsible for compliance with the agreed terms and with these Terms in all respects as for its own obligations.
3. Formation of the Agreement
An Agreement with the Client is formed when the Client has accepted Flink’s Offer and these General Terms and Conditions by email.
4. Services
4.1 The actions included in the Cooperation (the “Services”) are agreed in the accepted Offer or Brief.
4.2 Materials and content shall be sent to the Client for review prior to the planned publication of the Services. The Client shall have the right to review the material and request minor changes (e.g. corrections to links, terms, hashtags or typographical errors). At least two (2) working days prior to the planned publication date shall be reserved for Flink (or in Influencer Cooperations, for the Influencer) to make such corrections. The Client shall always have the right to request corrections to factual errors concerning its products, service or the Client itself. For measures requiring major changes (e.g. re-shooting or re-producing materials in part or in full), at least four (4) working days shall be reserved for the Influencer.
4.3 Terms of the PR showroom service: The Client shall deliver the products specified in the Offer to Flink’s showroom at its own risk. Flink shall be responsible for general insurance coverage for activities taking place on the PR showroom premises. However, Flink shall not be liable for any damage, loss or other harm to the Client’s products on the showroom premises unless the damage results from Flink’s intent or negligence. The Client shall be responsible for ensuring that the products delivered to the office are properly insured, unless otherwise agreed in writing. The Client retains title to the products and is responsible for insuring them throughout the showroom service period. Upon termination of the Agreement, the Client may collect any remaining products one week after termination, or Flink may dispose of them in accordance with the Agreement. The Client must inform Flink in advance of any request for return. The Client is responsible for ensuring that the products delivered to the PR showroom are safe, legal and compliant with all applicable regulations.
5. Fees and Invoicing
5.1 The compensation payable for the Cooperation and the invoicing schedule are specified in the Offer, which the Client approves by email. Value added tax shall be added to the fee to be invoiced. Unless otherwise agreed, the fee does not include other costs or payments, such as event costs or travel, media or advertising costs.
5.2 The payment term is fourteen (14) days from the date of the invoice. The default interest on invoices is the maximum default interest in accordance with the interest rate law in force at any given time. The invoice shall be sent using the information provided by the Client.
6. Representations and Undertakings of the Parties
6.1 All Parties undertake to contribute to the best possible implementation of this Agreement and to inform each other of any changes in circumstances and situations that may affect the performance of this Agreement. All Parties undertake to perform this Agreement in accordance with this Agreement and any Brief, the applicable legislation and good practice.
6.2 In Influencer Cooperations, the Influencer undertakes to perform the Agreement as agreed, with due care, with the professional skill required by the Agreement and in accordance with good practice. The Influencer undertakes to remove any material which the Client considers defective, of poor quality or contrary to these Terms or the order confirmation.
6.3 Flink undertakes to ensure that the performances under its responsibility are carried out as agreed, with due care, with the professional skill required by the Agreement and in accordance with good practice. The Client undertakes to provide sufficient, accurate and truthful information for the Cooperation to the extent necessary for the performance of this Agreement.
7. Term and Right of Termination
7.1 This Agreement shall enter into force upon the signatures of all Parties and shall remain in force for the campaign period specified in more detail in the Offer.
7.2 Termination of the Agreement shall not affect the provisions agreed in this Agreement concerning intellectual property rights, liability or confidentiality, or any other provisions intended to remain in force after the termination of the Agreement.
7.3 Each Party shall have the right to terminate the Agreement with immediate effect if another Party materially breaches its obligations or the terms of this Agreement and fails to remedy such breach within seven (7) days from written notice by another Party.
7.4 The Parties shall be released from their contractual obligations if a Party is unable to fulfil its part of the Agreement due to reasons beyond its control or unforeseeable circumstances (Force Majeure). The other Parties shall be informed of the impediment without delay.
7.5 A right of termination also exists if there are reasonable grounds to assume that another Party is insolvent to the extent that it is unable to fulfil its obligations under the Agreement, or if such Party is convicted of a criminal offence. The Parties shall also have the right to terminate the Agreement with immediate effect if another Party acts in a manner which the other Party considers harmful to its image or business. Such conduct includes actions that violate human dignity, morality, good business practice or are otherwise ethically inappropriate.
8. Intellectual Property Rights
8.1 Flink’s services excluding Influencer Cooperations: All ownership and intellectual property rights to the content and materials produced by Flink shall belong to the Client.
8.2 Influencer Cooperations: All ownership and intellectual property rights to content and materials shall belong to the Influencer. The Client shall have the right to use the content produced by the Influencer in connection with the Cooperation in the agreed marketing channels for the period defined in the Offer. If the Influencer has produced the content for their own channels, the Influencer shall retain the agreed content in their channels for six (6) months from the date of publication, after which the Influencer may freely delete all material and content concerning the Cooperation. If the Client wishes to purchase more extensive rights than those mentioned in this clause to content or material produced by the Influencer in connection with the Cooperation, such rights shall always be agreed separately.
8.3 The Parties grant each other the necessary intellectual property rights, consents, rights of use and licences to the extent necessary for the performance of this Agreement. These rights shall remain in force after the Agreement has ended to the extent necessary for the Parties to retain material published during the Agreement in their social media channels.
9. Liability
9.1 The Client alone shall be responsible for the financial results of the Cooperation, the success of the campaign, sales or any other purposes for which the Client has ordered the Cooperation. The Client shall be responsible for ensuring that the content and materials under the Cooperation comply with applicable legislation and do not infringe any other regulations, intellectual property rights or other rights related to the content.
9.2 Flink shall be responsible for ensuring that the performances under its responsibility are carried out as agreed, with due care, with the professional skill required by the Agreement and in accordance with good practice. In Influencer Cooperations, Flink shall be responsible for ensuring that the Influencer is instructed on the legal requirements of marketing.
9.3 The Parties shall be liable to each other for direct damage caused by a breach of contract. The amount of damages shall be limited to the amount of the agreed fee for the Cooperation. Damages must be claimed within three (3) months from the date on which the liable Party became aware of the basis for liability and at the latest within one (1) year from the termination of the Agreement, failing which the claim shall lapse.
9.4 The Parties shall not be liable to each other or to third parties for indirect or consequential damages, economic loss, disturbances in other contractual relationships, claims of third parties or other damage that is difficult to foresee. Nor shall the Parties be liable for damage caused by incomplete or incorrect information received from third parties or for direct, indirect, consequential or other possible damage caused by third parties.
10. Exclusivity and Confidentiality
10.1 Flink shall have the right to serve several Clients operating in the same sector in parallel. Due to the confidentiality of client relationships, Flink may not provide any information about competitors’ campaigns.
10.2 This Agreement does not grant exclusivity or restrict the freedom of the Influencer’s activities.
10.3 The Parties undertake not to disclose the terms or information of this Agreement to other parties. Confidentiality covers, inter alia, information exchanged between the Parties, information obtained on the basis of this Agreement, materials delivered between the Parties and other material as well as information on the Parties’ business and financial matters. The Parties shall ensure and be responsible for their employees’ compliance with confidentiality obligations of corresponding content.
11. Other Agreed Terms
11.1 Any amendments and additions to this Agreement must be made in writing and signed by the Parties. If the conditions for performing the Agreement change, or the information on which the Agreement was based proves to be incorrect, incomplete or otherwise insufficient, the Parties shall, without delay, revise the Agreement and, where necessary, renegotiate its terms.
11.2 Flink or the Influencer shall not have the right to assign the rights or obligations under this Agreement to other parties without the Client’s written consent. However, Flink and the Influencer shall have the right, at their discretion and based on their needs, to use third parties within their networks whom they deem reliable to perform the Agreement (such as an assistant, manager, photographer). In such situations, the Parties undertake to ensure confidentiality and transfer of image rights through appropriate agreements. Flink and the Influencer shall be responsible for the work or actions of third parties as for their own.
11.3 The Client shall have the right to assign this Agreement and all related rights and obligations, or a part thereof, to a third party, for example in connection with a corporate or business transfer.
12. Governing Law and Dispute Resolution
12.1 This Agreement and its terms shall be governed by the laws of Finland, excluding its conflict of law rules. Any disputes concerning the interpretation or enforcement of the Agreement and its terms shall primarily be settled through negotiations. If the matter cannot be settled amicably, the dispute shall be finally resolved by the district court of the company’s domicile at the time as the court of first instance.