DELIVERY AGREEMENT TERMS AND CONDITIONS
1. Entry into agreement
· This agreement (hereinafter referred to as the “Delivery Agreement”) is an agreement on the delivery of the newspapers specified below.
· The carrier (hereinafter “Carrier”) accepts these terms and conditions and undertakes to follow them when booking delivery tasks (hereinafter “Task”) in the Sanoma Media Finland Oy (hereinafter “Sanoma”) delivery online service and/or application (hereinafter “Service”).
· A binding Delivery Agreement between the Carrier and Sanoma enters into force when Sanoma or a party authorised by Sanoma accepts a Task booked by the Carrier.
· The Carrier is obligated to ensure that all persons employed by the Carrier and/or acting on behalf of the Carrier are aware of the terms and conditions of this Delivery Agreement and undertake to follow them.
· This Delivery Agreement does not constitute an employment relationship between Sanoma and the Carrier or any persons employed by the Carrier and/or acting on behalf of the Carrier, nor does this Delivery Agreement prevent the Carrier from practicing any other business.
2. Performance of Task
The Carrier’s obligations:
· Delivery of the newspapers specified in the Task to subscribers (hereinafter “Subscriber”) by 6:30 am on weekdays, 7:00 am on Saturdays and 7:30 am on Sundays in accordance with separate instructions in an area selected by the Carrier, which is also called a delivery district.
· Acquiring and paying for any tools, insurance policies and other statutory payments required to complete the Task, as well as delivering to Sanoma the information needed to pay the fee, such as a tax deduction card or an extract from the tax at source register.
· Careful storage of any keys needed to complete the Task and the delivery book that includes Subscriber information.
· The Carrier has the right to determine when and how they perform the booked Task. The Carrier may use an assistant to complete the Task or assign the Task to another person.
· Obtaining a substitute and, if it is not possible to obtain a substitute, that the barrier is immediately notified to the area coordinator.
· Companies with employees must be involved in the Trusted Partner. The entrepreneur is obliged to report the changed situation to Sanoma.
· The Carrier shall take into account the fact that the number of newspapers and other products delivered to a pickup point depends on orders placed and other issues that influence the volume. Thus, Sanoma reserves the right to revise the district structure at its own discretion during the agreement period.
· The fee has been determined when booking the Task or the contracting parties have agreed on the fee in another manner.
· The fee will only be paid for completed Tasks that have been acknowledged as completed.
· Any wilful neglect may lead to the loss of the fee.
· The compensation to be paid to Sanoma for the use of the Service has been taken into account in the fee.
4. Validity and termination
This Delivery Agreement enters into force when Sanoma or a party authorised by Sanoma has approved a Task booked by the Carrier. This Delivery Agreement is valid until a date determined by the contracting parties. The Delivery Agreement cannot be terminated before that date.
The contracting parties may decide that the Delivery Agreement is to be terminated with immediate effect if:
· one of the parties commits a material breach of the Delivery Agreement and fails to correct the breach within fourteen (14) days after having received a notification to that effect; or
· one of the parties is declared bankrupt, is placed in liquidation, or otherwise falls into serious financial or operational difficulties, and as a result cannot fulfil its contractual obligations laid down in the Delivery Agreement.
Furthermore, Sanoma has the right to terminate the Delivery Agreement with immediate effect if:
· the Carrier neglects a Task in a manner that is considered material (such as completely fails to complete the Task on a specific date); or
· the Carrier repeatedly fails to complete part of the Task (such as fails to deliver single newspapers to Subscribers or delivers them to the wrong addresses).
5. Rights to the Service
· All intellectual property rights to the Service are the property of Sanoma or its contractual partners.
· The Carrier receives the limited access right to the Service pursuant to these terms and conditions in order to complete the Task.
· The Carrier is responsible for any and all use of the Service that is carried out with the Carrier’s user ID. The Carrier undertakes to inform Sanoma immediately if a password has fallen into the hands of a third party or if misuse of a user ID or password is suspected.
6. Confidentiality and processing of personal data
· The Carrier undertakes to protect the secrecy of any information the Carrier receives from Sanoma and any information concerning Sanoma, the operations of Sanoma or a Subscriber that is marked “Confidential” or is to be understood as such, and not to disclose or hand over such information over to any third parties or to use it for any purpose other than the purposes laid down in this Delivery Agreement. The confidentiality obligation shall survive the expiry or termination of the Delivery Agreement.
· The Carrier undertakes to process the personal data of Subscribers as confidential information and to protect it from unauthorised use. The user ID to the service may only be handed over to a person who will be performing the Task. The personal data of Subscribers may only be processed when performing the Task.
· The Carrier shall notify Sanoma without delay if the user ID or password has ended up in the hands of a third party. Furthermore, the Carrier shall notify Sanoma without delay if there is reason to suspect that personal data of Subscribers has ended up in the hands of a third party.
· The Carrier must immediately notify the area coordinator if the phone is lost.
· The Carrier takes care of the security of its devices (the device should, for example, be protected by the access code).
· Personal data of the Carrier and any people employed by the Carrier and/or acting on behalf of the Carrier will be included in a carrier register. Sanoma will process the personal data in compliance with the currently valid personal data protection legislation when performing the tasks included in this contractual relationship and when marketing available tasks.
7. Damages and limitation of liability
· The contracting parties are not liable for any indirect or consequential damage.
· The Carrier who has signed a delivery agreement will be held responsible for any direct damage caused by the Carrier or a person employed by the Carrier and/or acting on behalf of the Carrier. The Carrier will also be obligated to pay any compensation that Sanoma has had to pay to a third party due to a breach of contract by the Carrier or a person employed by the Carrier and/or acting on behalf of the Carrier.
· The contracting parties’ liability for damages is limited to the total amount of fees paid to the Carrier within the past six (6) months.
· The aforementioned limitations of liability do not apply if the damage arises from wilful or gross negligence or unauthorised use of personal data.
· The parties do not have the right to assign this Delivery Agreement to any third party without the prior written consent of the other party.
· However, Sanoma has the right to assign this Delivery Agreement to another company belonging to Sanoma Group, or, in connection with the sale of business or other reorganisation or outsourcing project, to a receiving company by informing the Carrier of the assignment in writing (such as by email) or via the Service.
9. Governing law and dispute resolution
· This Delivery Agreement is governed by Finnish law.
· Any disputes arising from or relating to this Delivery Agreement shall primarily be settled through negotiations between the parties. If the parties are unable to reach an agreement, the dispute shall be settled by the Helsinki District Court.