Terve Media Oy's general terms and conditions of sale and contract

1. APPLICATION OF THE TERMS AND CONDITIONS AND THE BINDING OF THE AGREEMENT

1.1 Terve Media Oy (business-ID 0108507-7) (hereinafter "Seller") applies these general terms and conditions of sale and contract to Agreements in which the Seller produces and sells online and print publications (hereinafter "Service") to the party ordering or using the Services (hereinafter "Customer", Seller and Customer together as "Parties"). Service-specific terms can be found in sections 16–21 below (hereinafter "Special Terms"). Terms 1–15 and 22 shall also apply to the Services referred to in the Special Terms.

1.2 The terms and conditions shall apply unless otherwise expressly agreed with the Customer in a separate framework agreement or in writing in an individual case.

1.3 Any terms, reservations or contractual clauses contained in the Customer’s order that conflict with the terms and conditions of the Seller's agreement or otherwise impose additional terms on the Seller shall be null and void and shall not be binding on the Seller.

1.4 These general terms and conditions apply as part of the agreement concluded between the Seller and the Customer for the sale and/or delivery of the Services (hereinafter "Agreement"). The details of the Agreement shall be confirmed by an order confirmation (hereinafter "Order Confirmation"). The Agreement becomes binding on the Parties when the Customer returns the Order Confirmation to the Seller. The Agreement can also be confirmed by e-mail or telephone or verbally, in which case the order becomes binding when the Seller confirms it by e-mail.

1.5 The Seller has the right to change these terms and conditions. The new terms and conditions will enter into force when they have been published on the Seller's website. However, the general terms and conditions in force at the time of receiving the order for the Service shall apply to each Service.

2. SERVICE DELIVERY

2.1 The Seller shall provide the Service in accordance with the Agreement.

2.2 If necessary, the Customer is obliged to provide the Seller with sufficient information for the performance of the Service to the extent and schedule required by each order.

2.4 The Customer shall be responsible for all direct and indirect costs that the introduction and use of the Services may cause to the Customer.

2.5 The Customer is responsible for the suitability of the Service for the Customer's purposes.

2.6 The Seller has the right not to deliver the Service if the Customer has not performed its payment obligations to the Seller under the Agreement with respect to any Agreement between the Parties.

3. ACCESS RIGHTS

3.1 The Customer shall obtain the right to use the Seller's intellectual property rights to the extent necessary for the use of the Service. The Customer has the right to use the Seller's intellectual property rights only in accordance with the Agreement and these general terms and conditions and for the period agreed in the Agreement. The Customer may not use or exploit these rights in other activities.

3.2 The Customer may only use the Service in accordance with the Agreement, these general terms and conditions and the Seller's instructions or guidance.

3.3 Unless otherwise agreed, the Service is provided for use only within the European Union.

4. PRICES AND PAYMENT TERMS

4.1 The Customer undertakes to make payments based on the Agreement to the Seller within 14 days from the date of the invoice, unless otherwise agreed in writing by the Parties. Invoicing takes place in accordance with the Agreement between the Seller and the Customer.

4.2 The Seller has the right to charge the Customer interest in accordance with the Interest Act due to late payment. In addition, the Customer is obliged to compensate the Seller for reasonable notice and collection costs.

4.3 If a separate percentage-based compensation for the transfer of the Service by the Customer has been specified in the Special Terms, the Seller will invoice the compensation for the transfer when the Seller confirms the transfer of the Service. When the Service is provided, the Seller will invoice a fee in accordance with the Agreement, without taking into account the previously paid compensation of the transfer.

5. DATA PROTECION AND SECURITY

5.1 If the Seller receives personal data from the Customer, the Seller will process the personal data in the manner and for the purposes described in the Sellers privacy statement.

5.2 The Seller and the Customer are each individually responsible for their obligations under the data protection legislation in force and applicable at the time and the General Data Protection Regulation, as well as for any sanctions and damages imposed due to their actions.

6. INTELLECTUAL PROPERTY

6.1 All intellectual property rights in materials and methods produced by the Seller belong to the Seller. The Customer's right of use is determined in section 3. If the material has been produced in such a way that the Customer produces part of the material as part of the Service for the Customer, the Seller and the Customer may use the material in their operations in producing the Service.

6.2 The Seller reserves all rights not expressly granted in the Agreement or in these general terms and conditions.

7. FORCE MAJEURE

7.1 The Seller shall not be liable for any delay or other neglect or non-performance of its obligations under the Agreement or for any resulting damage caused by an obstacle beyond the Seller's control, which the Seller cannot reasonably be expected to have taken into account at the time of conclusion of the Agreement, and the consequences of which the Seller could not reasonably have avoided or overcome.

7.2 The Seller undertakes to use its best endeavours to comply with its obligations under the Agreement despite force majeure.

8. LIMITATION OF LIABILITY

8.1 The maximum amount of the Seller's liability is limited to the total price of the Service under the Agreement.

8.2 The Seller shall not be liable to the Customer for any direct or indirect damage (hereinafter "Damage") based on the Agreement or the use or introduction of the Service, unless otherwise required by mandatory legislation. The seller is not liable for indirect, incidental, unforeseeable, or indirect damages or contractual penalties. The Seller is also not responsible for any loss of profit, operating profit, savings, or sales of the Customer.

8.3 The limitations of liability shall not apply if the Seller has caused the Damage intentionally.

9. SUBCONTRACTORS

9.1 The Seller has the right to use a subcontractor in the production of the Services. If tasks related to the production of the Services are performed by a subcontractor, the Seller shall be responsible for the work and results of the subcontractor as if it were its own, and the subcontractor shall be subject to the same requirements as the Seller.

10. ENTRY INTO FORCE OF THE AGREEMENT

10.1 Unless otherwise agreed, the Agreement between the Seller and the Customer shall enter into force in accordance with clause 1.4.

11. AMENDMENT OF THE AGREEMENT

11.1 All changes to the Agreement and its attachments must be made in writing or by other reliably verifiable means.

12. ASSINGMENT

12.1 The Customer does not have the right to transfer the Agreement to a third party without the prior written consent of the Seller. The Seller has the right to transfer the Agreement to the transferee in connection with a possible transfer of the Sellers business.

13. NOTIFICATIONS AND COMMUNICATIONS

13.1 Notifications, complaints and other communications referred to in the Agreement, unless otherwise separately agreed, shall be made in writing or otherwise verifiably. Notifications, complaints, and other communications shall be deemed to have been made in accordance with the Agreement even if they have been sent in writing by post or otherwise delivered electronically using the contact details specified in the Agreement. When using e-mail, notices and other communications referred to in the Agreement shall be deemed to have been notified to the other Party on the business day following that on which they are sent. When a registered letter is used, the notifications and other communications shall be deemed to have been notified to the other Party within seven (7) days from the date of sending the registered letter.

14. CONFIDENTIALITY

14.1 The Parties undertake to keep confidential any information received from each other that has been marked as confidential or is otherwise confidential, a trade secret, covered by professional secrecy or confidential under applicable law. The Parties undertake not to use confidential information for purposes other than those specified in the Agreement. The confidentiality obligation shall remain in effect after termination of the Agreement between the Parties.

14.2 The Seller and the Customer are responsible for ensuring that all persons employed by them, and their subcontractors comply with this confidentiality obligation.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 The Agreement shall be governed by law of Finland, excluding its conflict of law provisions.

15.2 Any mutual contractual disputes shall primarily be resolved through negotiations between the Parties. Disputes arising from the Agreement shall be settled in the District Court of Oulu.

16. SPECIAL TERMS AND CONDITIONS FOR DISPLAY-SERVICES

16.1 The Special Terms and conditions set out in this clause shall apply to Display-campaigns produced and delivered by the Seller to the Customer i.e., digital advertising on the Lääkäriportaali.fi portal (hereinafter "Display-Campaign").

16.2 The Seller and the Customer undertake to hold the Display-Campaign at the time agreed in the Order Confirmation. The Seller undertakes to produce the Service at the agreed time and the Customer undertakes to produce the necessary material according to the agreed schedule. Any schedule changes to the agreed time and changes to the Campaign format must be agreed between the Seller and the Customer in writing.

16.3 If the Customer cancels or postpones the Display-Campaign more than 90 days before the agreed date, the Seller has the right to charge 25 % of the price of the Display-Campaign.

16.4 If the Customer cancels or postpones the Display-Campaign 30-90 days before the agreed date, the Seller has the right to charge 50 % of the price of the Display-Campaign.

16.5 If the Customer cancels or postpones the Display-Campaign less than 30 days before the agreed date, the Seller has the right to charge 100 % of the price of the Display-Campaign.

16.6 If the Customer delivers the material for which the Customer is responsible for late from the agreed time, the Display-Campaign period will be shortened by a time corresponding to the delay.

17. SPECIAL TERMS AND CONDITIONS FOR CONTENT MARKETING SERVICES WHEN THE CUSTOMER PRODUCES THE CONTENT MATERIAL OF THE SERVICE

17.1 The Special Terms and conditions set out in this section shall apply to Content Marketing Services produced and delivered by the Seller to the Customer (hereinafter “Content Marketing Services”) when the Customer produces, writes and/or delivers the content material of the Service, in whole or in part.

17.2 The Seller and the Customer undertake to hold the Content Marketing Service campaign at the time agreed in the Order Confirmation. The Seller undertakes to publish the Service at the agreed time and the Customer undertakes to deliver the necessary material according to the agreed schedule. Any schedule changes to the agreed time and changes to the Content Marketing Service campaign format must be agreed between the Seller and the Customer in writing.

17.3 If the Customer cancels or postpones the Content Marketing Service campaign more than 90 days before the agreed date, the Seller has the right to charge 25 % of the price of the campaign.

17.4 If the Customer cancels or postpones the Content Marketing Service campaign 30-90 days before the agreed date, the Seller has the right to charge 50 % of the price of the campaign.

17.5 If the Customer cancels or postpones the Content Marketing Service campaign less than 30 days before the agreed date, the Seller has the right to charge 100 % of the price of the campaign.

17.6 If the Customer delivers the material for which the Customer is responsible for late from the agreed time, the Campaign period will be shortened by a time corresponding to the delay. However, the Seller has the right to invoice the Campaign within the calendar year in which the Campaign was intended to be carried out in accordance with the Order Confirmation.

18. SPECIAL TERMS AND CONDITIONS FOR CONTENT MARKETING SERVICES WHEN THE SELLER DELIVERS AND WRITES THE CONTENT MATERIAL OF THE SERVICE

18.1 The Special Terms and conditions set out in this section shall apply to the Content Marketing Services provided by the Seller to the Customer when the Seller writes the content material for the Service.

18.2 The Seller and the Customer undertake to hold the Content Marketing Service campaign at the time agreed in the Order Confirmation. The Seller undertakes to provide the Service at the agreed time. The Seller shall not be liable if the schedule is delayed for a reason beyond the Seller's control, for example because the Customer is unable to conclude an agreement with the interviewee in such a way that the Seller can fulfil its obligations. The Customer undertakes to produce and deliver the necessary material according to the agreed schedule. Any schedule changes to the agreed time and changes to the campaign format must be agreed between the Seller and the Customer in writing.

18.3 If the Customer cancels or postpones the Content Marketing Service campaign more than 90 days before the agreed date, the Seller has the right charge 25 % of the price of the campaign.

18.4 If the Customer cancels or postpones the Content Marketing Service campaign 30–90 days before the agreed date, the Seller has the right charge 50 % of the price of the campaign.

18.5 If the Customer cancels or postpones the Content Marketing Service campaign less than 30 days before the agreed date, the Seller has the right charge 100 % of the price of the campaign.

18.6 If the Customer delivers the material for which the Customer is responsible for late from the agreed time, the Content Marketing Service campaign period will be shortened by a time corresponding to the delay. However, the Seller has the right to invoice the campaign within the calendar year in which the campaign was intended to be carried out in accordance with the Order Confirmation.

19. SPECIAL TERMS AND CONDITIONS FOR PRINTING SERVICES

19.1 The Special Terms and conditions set out in this section shall apply to Printing Services produced and provided by the Seller to the Customer (hereinafter "Print Service") in connection with the Lääkärikortti or Taskukonsultti or other printed services.

19.2 The Seller undertakes to deliver the printed products in accordance with the Agreement at the agreed time. Any schedule changes to the agreed time must be agreed between the Seller and

the Customer in writing.

19.3 If the agreed Print Service is postponed by more than three (3) months from the time agreed between the Seller and the Customer at the Agreement stage, the Seller has the right to charge 50 % of the total price of the Print Service. However, the Customer has the right not to pay the above-mentioned charge, in which case the Seller has the right to cancel the Customer's order and offer and sell the printed products to another customer. In this case, the Customer is obliged to compensate the Seller for the costs incurred from the original order.

19.4 If the Customer cancels the agreed Print Service after the Order Confirmation, the Seller has the right to charge 100 % of the total price of the Printed Service. In situations comparable to Force Majeure as defined in section 7.1, the Seller has the right to charge 50 % of the total price of the Print Service. If the work related to the Print Service has not started at the time of the cancellation, the Customer may use the cancellation fee mentioned in this section on the Seller's Display-Product.

19.5 The Print Service includes the number of review/inspection rounds to the test print of the Print Service agreed in the Agreement as well as the number of commenting rights relating to the review/inspections rounds of the test print agreed in the Agreement. Unless otherwise agreed, the Customer has the right to inspect and make changes to the test prints a maximum of five (5) times. After this, each round of comments and reviews is billed separately.

20. SPECIAL CONDITIONS FOR TRAINING

20.1 The Special Terms and conditions set out in this section shall apply to training services provided by the Seller to the Customer (hereinafter "Training Service").

20.2 If the time of the training has not been agreed upon in the Order Confirmation, the time will be confirmed on a weekly basis at the latest in the kick-off meeting of the cooperation of the Training Service. The Seller and the Customer undertake to carry out the training event at the agreed time.

20.3 50% of the price of the Training Service is invoiced one (1) month before the execution date of the training event specified in the Order Confirmation and 50 % is invoiced after the training event has been held.

20.4 If the Customer cancels or postpones the agreed Training Service at least 180 days before the confirmed date of the training event, the Seller has the right to charge 30 % of the price of the Training Service specified in the Order Confirmation.

20.5 If the Customer cancels or postpones the agreed Training Service less than 179 but more than 30 days before the confirmed date of the training event, the Seller has the right to charge 60 % of the price of the Training Service specified in the Order Confirmation.

20.6 If the Customer cancels or postpones the Training Service less than 30 days before the agreed date of the training event, the Seller has the right to charge 100 % of the price of the Training Service specified in the Order Confirmation.

21. SPECIAL CONDITIONS FOR CONGRESSES

21.1 The Special Terms and conditions set out in this section shall apply to Congress Services provided by the Seller to the Customer (hereinafter "Congress Services"), where the Seller produces articles about the Congress and where the Customer receives advertising space for the content produced. These Special Terms and conditions also apply to the real-time streaming services of the Congresses i.e., the livestream service, to which the Seller provides the speakers, producer, and production company (hereinafter "Livestream Service").

21.2 The Livestream Service provided of the Congress shall, unless otherwise agreed, be provided within one (1) month of the Congress. The Seller and the Customer undertake to carry out the Congress at the agreed time. The Seller shall not be liable for any Damage caused if the implementation of the Livestream Service is delayed for reasons beyond the Seller's control.

21.3 50 % of the price of the Congress Service is invoiced one (1) month before the date agreed in the Order Confirmation and 50 % is invoiced after the Congress.

21.4 If the Customer cancels or postpones the agreed Congress Service at least 180 days before the confirmed date of the Congress, the Seller has the right to charge 30 % of the price specified in the Order Confirmation.

21.5 If the Customer cancels or postpones the agreed Congress Service less than 179 but more than 30 days before the confirmed date, the Seller has the right to charge 60 % of the price specified in the Order Confirmation.

21.6 If the Customer cancels or postpones the Congress Service less than 30 days before the agreed date, the Seller has the right to charge 100 % of the price specified in the Order Confirmation.

22. GOVERNING LANGUAGE