Terms of delivery

These terms are part of every order unless the order expressly agrees otherwise. The terms become binding when the customer accepts a written offer (section 3). A mere enquiry, a free assessment or a request for an offer does not form a contract and binds neither party.

The terms follow the structure of the Finnish IT2022 terms and their special terms module for consulting and expert services (IT2022 EAP). The IT2022 terms themselves are not part of the contract unless the order says so expressly.

If the documents conflict, they apply in this order:

• 1) the written order (the accepted offer with its annexes and changes later agreed in writing),
• 2) the data processing agreement insofar as the processing of personal data is concerned,
• 3) these terms of delivery,
• 4) the written documentation of the delivery.

In these terms the following words mean the following:

• Order: an offer accepted by the customer in writing, with its annexes. The order specifies the content, price and schedule of the delivery and any maintenance.
• Delivery: the whole described in the order that we build and hand over to the customer: for example an automation, an agent, a knowledge search, a reporting view, an internal tool or a training, together with its written documentation.
• Module: an independent part of a delivery that can be taken into use and accepted separately, for example one automation chain, one agent or one reporting view. An order may consist of one or more modules.
• Maintenance: a continuous, monthly invoiced service agreed in the order, by which we keep the delivery running after handover. Maintenance tiers and content are defined in the order. Care Plus means the tier where the delivery runs on accounts we manage (section 10). The Continuous package means the maintenance package named as such in the order, which has a minimum term (section 16).
• AI output: text, classification, summary, translation, suggestion, code or other result produced by a language model or another AI service that the delivery produces or relays.
• Third-party platform: a service provided by someone other than us, on or with which the delivery is built or in which it runs. Examples are Make, Anthropic, OpenAI, Google, Microsoft, Netvisor, Procountor, Vercel and Supabase, and other services named in the order.
• Acceptance: the moment at which the delivery or a module is deemed accepted by the customer under section 4.
• In writing: email is enough. A message in an instant messaging app or a phone call is not enough unless confirmed by email.

We give a written offer for every delivery. The offer describes what is built and what is not, which third-party platforms are used, the fixed price or price range, the estimated schedule, the customer's contribution and any maintenance.

An order arises when the customer accepts the offer in writing. The primary way is the offer acceptance page, to which we send the customer a private link: the customer reads the terms and the data processing agreement, ticks the acceptances and confirms the order with their name and job title. We store a record of the acceptance (section 13). An acceptance sent by email is also enough. A separate signature is not needed unless the customer wants one.

The offer is valid for the period stated in it or, if no period is stated, for 30 days from its date. Changes to the order are agreed in writing, and their effect on price and schedule is recorded before the change is carried out.

The delivery requires that the customer describes the work step, provides sample material in the agreed way, names a contact person and arranges the necessary access to its own systems and accounts. If the delivery is delayed because these are missing, the delay is not our responsibility, and the schedule moves accordingly.

We deliver the work remotely and asynchronously. We notify in writing when the delivery or a module is ready for testing. The notice comes with written documentation that says what the delivery does and what it does not do.

The acceptance period is 14 days from the notice of completion. During it the customer tests the delivery with its own real examples and reports in writing any defects found. A defect means that the delivery does not do what the documentation says. We fix defects reported during the acceptance period at no extra charge, and the acceptance period continues from the delivery of the fix, so that the fixed part is retested within at most 7 days.

Fix period: after acceptance we fix, at no extra charge, the defects the customer reports in writing within 30 days of acceptance. In the Growth package the fix period is 60 days. A defect is the same as during the acceptance period: the delivery does not do what the order and the documentation agree.

A fix is not a new feature, a change of scope, or a change caused by a change in a third-party platform or in the customer's own system. Those are change work, agreed and priced separately, except insofar as they are part of the maintenance ordered.

The delivery or a module is deemed accepted when any of the following is met:

• the customer notifies acceptance in writing,
• the acceptance period ends without a written defect report,
• the customer takes the delivery into production use, that is, uses it for something other than testing, or
• the reported defects have been fixed and the customer does not report new defects within 7 days of the delivery of the fix.

The price is the fixed price or price range agreed in the order, not hourly. Prices exclude VAT; VAT is added if the supplier is liable for VAT.

A one-off delivery is invoiced in two instalments: 50 percent when the order arises and 50 percent on acceptance. If the order consists of several modules, the second instalment may be split per module in the order. We start the work when the first instalment has been paid, unless the order agrees otherwise.

Maintenance and the monthly service of the agent products are invoiced monthly in advance. The pilot is the exception: its first month is invoiced at the end of the month, and from the second month on the pilot is invoiced monthly in advance. Trainings are invoiced as stated in the order or, unless otherwise agreed, after the training.

The payment term is 14 days net from the invoice date. Late payment bears interest under the Finnish Interest Act (633/1982) and collection costs under the law. If payment is more than 14 days overdue, we may suspend the work and maintenance until payment is made, after notifying in writing.

When the delivery is built on the customer's own accounts, the usage costs of third-party platforms (for example language model API fees, the automation platform subscription, hosting) are not included in the price. The customer pays them directly to the provider from its own accounts, and we do not invoice them or add a service fee to them.

On the Care Plus tier and in the agent products, the usage costs of the language model and the platforms are included in the monthly price up to the agreed monthly limit (sections 10 and 19). They are not invoiced separately.

Objections to an invoice must be made in writing within 8 days of the invoice date.

Launch discount: the discount announced on the website for the first customers is granted only if the customer gives written permission for an anonymous customer story. The story contains no company name, logo or other identifying detail, and the customer approves the final text before anything is published. If permission is not given or is withdrawn before the story is published, the discount does not apply and the price is the list price.

The AI output produced by the delivery is a draft. Content produced by a language model is based on statistical prediction, and it can be factually wrong, incomplete or outdated even when it looks certain.

The customer approves AI output before using it. By default we build deliveries so that a person reviews and approves the draft before it is sent outside the customer, entered into a system or otherwise acted on. Automatic sending without an approval step is agreed only in writing under section 10.

We do not promise savings, returns or other business results. Examples and calculations in the offer or on the website are examples, not guarantees.

AI output is not legal, medical, tax or financial advice and must not be used as such. If the delivery produces such content as a by-product, the customer is responsible for checking and using it.

The customer is responsible for having the right to feed into the delivery the material it feeds in, and for its own terms of use, industry rules and staff instructions allowing the use of the delivery.

We do not build or maintain a delivery used for the following purposes unless separately agreed in writing and unless the order describes how the related obligations are met:

• recruitment and personnel decisions: screening or assessing applicants, assessing employees, promotions, dismissals, allocating shifts or tasks based on an assessment of a person,
• credit decisions and creditworthiness assessment,
• legal, medical or financial advice to consumers,
• other use classified as high risk under the EU AI Act (Regulation (EU) 2024/1689), and use the Act prohibits.

Deliveries are built on third-party platforms. The customer enters into the platforms' agreements in its own name, accepts their terms and pays for their use, unless the Care Plus tier has been agreed. We help set up accounts and settings, but we are not a party to the contract between the customer and the platform.

We are not liable for a third-party platform's outages, errors, security, price changes, API or feature changes, discontinuation, or changes in model behaviour. If a platform change breaks the delivery, the fix is change work that is agreed and priced separately, except insofar as it is part of ordered maintenance.

A material change or outage of a third-party platform beyond our control is force majeure within the meaning of section 15.

The order names the platforms the delivery uses. Changing a platform during a delivery is agreed in writing.

By default the delivery is built on the customer's own accounts and in the customer's own environment. The customer owns the accounts, the credentials and the data in them. We get the necessary access for the duration of the delivery, and the customer may remove it once the delivery has been accepted or the contract ends.

The customer is the controller of all personal data the delivery processes. We are the processor insofar as we process personal data on the customer's behalf, and that is agreed in a separate data processing agreement (section 13).

The customer is responsible for backups of its own systems and data. The delivery does not include backups unless the order says so. We recommend that the customer tests a restore before production use.

We do not move the customer's material to our own accounts or devices beyond what building and testing the delivery requires, and we delete such copies after acceptance unless maintenance requires keeping them.

Care Plus is the option where the delivery runs on third-party accounts we manage instead of the customer's own accounts. It is always agreed in writing in the order. In addition, the following applies to this tier:

• Usage costs are included in the price: the usage costs of the language model and the platforms are included in the Care Plus monthly price up to 2,000 handled items a month. A handled item is one message, invoice, request or similar unit the delivery handles. Usage costs are not invoiced separately.
• When the limit is reached: the delivery stops handling new items until the end of the month, and handling continues at the start of the next month. Handling continues within the same month only if the customer agrees in writing to a higher limit at a price we state before that agreement. Without that agreement nothing is invoiced for reaching the limit.
• Stopping: both the customer and we may stop the delivery at any time. The customer requests a stop in writing and we carry it out without delay. We stop the delivery if the usage limit is reached, if we detect misuse or a security problem, or if a platform change causes faulty behaviour. We notify a stop in writing.
• Alerts: the delivery includes an alert that notifies us and the customer's contact person of error situations and of the limit approaching. The content and channel of the alert are agreed in the order.
• Automatic sending: the delivery does not send messages, place orders, approve invoices or carry out other outward actions without a person's approval unless the customer has requested it in writing. The request records which actions are allowed and who at the customer is responsible for the outcome. All automatically sent actions are logged, and the customer gets the log on request.
• Account management: we keep the customer's material separate from other customers' material and give the customer on request a description of the services and regions in which its material is processed.
• Ending: when Care Plus ends, we move the delivery's configuration to the customer's own accounts or deliver it in an exportable form and delete the customer's material from our accounts within 30 days.

After acceptance and payment the customer gets a permanent, irrevocable and free right to use, modify and transfer the delivery's configuration, the scripts, prompts and documentation made for the customer, in its own business. We do not rent the delivery to the customer and do not reserve a right to cut off its operation on the customer's own accounts.

We keep all rights to reusable components, templates, methods, tools and know-how that existed before the order or that arise during the order as general-purpose. We may use them in other deliveries. This does not cover the customer's material, trade secrets or the customer's individual configuration.

Neither party gets exclusivity. The customer gets no exclusivity to our components, and we get no exclusivity to the customer's material or process descriptions.

The rights to third-party platforms, models and libraries follow their own licence terms. The rights to AI output belong to the customer to the extent the platform's terms and the law allow.

We name the customer or describe the delivery as a reference only with the customer's written consent. Without consent we do not name the customer or publish anything about the delivery. An anonymous customer story (section 5) is published only with text the customer has approved.

Each party keeps confidential the confidential information it receives from the other: business information, process descriptions, materials, prices, credentials and other information marked confidential or confidential by nature. The information is used only to carry out the order.

Confidentiality does not cover information that is public, that the recipient already had before receiving it, that the recipient has lawfully obtained from a third party, or whose disclosure the law or an authority requires.

Confidentiality applies during the order and for 3 years after it ends. Credentials and personal data are kept confidential without a time limit.

We may use anonymised, general lessons from the order (for example which approach worked in a given work step) in other deliveries, as long as the customer or its material cannot be identified.

If the delivery processes personal data on the customer's behalf, the parties conclude a separate data processing agreement before processing starts (Article 28 of the General Data Protection Regulation). The data processing agreement defines the subject of the processing, the instructions, the security measures, the sub-processors and the notification of data breaches.

The processing of the website, the contact form, the order acceptance record and contact person data, where we are the controller, is described in our privacy policy.

Our liability under an order is limited to the fees paid under that order. For maintenance and for agent products sold as a monthly service (section 19), liability is limited to the fees paid in the last 3 months.

This cap is our total liability for all claims related to the order together, not per claim.

We are not liable for indirect or consequential damage, such as lost profit, loss of turnover, loss of or damage to data, business interruption, third-party claims, or damage caused by using faulty AI output without the review under section 6.

The customer reviews and sends every draft itself and is solely responsible for the messages it sends. We send nothing in the customer's name.

The customer is responsible for having the right to feed into the delivery the material it feeds in, and for informing its own customers, residents and other data subjects about the processing as a controller must. The customer compensates us for damage and costs arising from a claim caused by a breach of this section.

We are not liable for damage caused by the customer's own systems, email rules, accounts, access rights or approvals the customer has made.

A claim for damages must be presented in writing within 6 months of the time the fact underlying the damage was discovered or should have been discovered. Otherwise the right to compensation lapses.

The limitations of liability do not apply to damage caused intentionally or by gross negligence, nor to a breach of the confidentiality obligation.

The customer is responsible for its own systems, materials and access rights being in order, and compensates us for damage caused by the customer using the delivery contrary to section 7 or feeding in material it has no right to.

Neither party is liable for delay or damage caused by an impediment beyond its control that could not reasonably have been taken into account when the order was made and whose consequences could not reasonably have been avoided.

Force majeure includes, among other things, a disruption of the electricity or telecommunications network, an outage of a third-party platform, a material change of price, API or features or a discontinuation of a service, an order of an authority, a strike, an illness that prevents the work, and a security attack against which reasonable precautions had been taken.

The impediment is notified to the other party without delay. If it lasts more than 60 days, either party may end the pending order by written notice. In that case the work done so far is invoiced, and the customer gets the material completed so far.

A one-off order is in force until the delivery has been accepted and paid. Either party may end a pending order by written notice. In that case we invoice the work done so far in proportion to the degree of completion, and the customer gets the material and configuration completed so far. A first instalment already paid is not refunded unless the order is ended because of our material breach.

Maintenance is in force until further notice and may be terminated in writing with one month's notice. The notice period starts at the beginning of the calendar month following the notice. The Continuous package has a minimum term of 6 months from the start of the order and may be terminated to end at the earliest at the end of the minimum term.

Either party may terminate the order or maintenance with immediate effect if the other party materially breaches the contract and does not remedy the breach within 14 days of a written notice, or if the other party is placed in bankruptcy, liquidation or restructuring or is otherwise manifestly insolvent.

When the contract ends, we delete the customer's material from our control under the data processing agreement and sections 10 and 19. Sections 11, 12, 14 and 18 survive the end of the contract.

We may change these terms. A pending order is governed by the terms that were in force when the order arose.

Changed terms apply to maintenance at the earliest 30 days after we have notified the customer of the change in writing. If the customer does not accept the change, it may terminate the maintenance to end on the date the change takes effect, regardless of the notice period and the minimum term.

The version in force and its update date are always visible on our website.

The contract is governed by Finnish law, excluding its conflict of law rules.

Disputes are first sought to be settled by negotiation. If that is not reached within 30 days of one party requesting negotiation in writing, the dispute is settled in the district court of the supplier's domicile. If the supplier is not registered, the dispute is settled in the Helsinki District Court.

We sell only to companies and organisations. The Consumer Disputes Board and the procedures under consumer protection law do not apply.

This section applies when the customer orders an AI agent (an agent product for accounting firms, property management firms or contractors) as a monthly service. The service means that the customer uses an application we run, which sorts the customer's incoming messages, picks out the details and writes reply and reminder drafts. The application sends nothing: the customer reviews and sends every draft itself. Prices, tiers and monthly limits are on the website, and the tier agreed in the order governs.

Pilot: the pilot price and length are on the website and in the order. The pilot ends without a notice period when the customer notifies so in writing. If the customer does not notify that it is stopping, the service continues after the pilot on the tier named in the order at the regular price.

Pilot guarantee: The pilot's first month is invoiced only at the end of that month. If you give written notice to stop before the second month starts, the first month is not invoiced. The pilot then ends on that notice. The guarantee covers only the pilot and only the first month. From the second month on the pilot is invoiced monthly in advance.

Pilot feedback: We ask for feedback and for permission to describe the build anonymously. The permission is voluntary. The pilot does not require the permission, and declining it does not affect the pilot's price or terms.

Monthly limits: every tier has a limit on the number of messages or drafts processed per month. When the limit is reached, the application stops processing new messages until the end of the month, and nothing is invoiced automatically for the excess. We contact the customer and agree whether to continue on a higher tier.

Availability: we keep the service running with reasonable effort, but we do not promise an availability percentage. We notify planned maintenance breaks in advance in writing. Outages of third-party platforms (section 8) are not our responsibility.

Suspension: if an invoice is more than 14 days overdue, we may suspend the service after a written reminder until payment is made. Messages arriving during the suspension are stored but not processed.

Ending: either party may terminate the service in writing with one month's notice, starting at the beginning of the calendar month following the notice. When the service ends, the customer gets its data in an exportable form, and we delete it within 30 days of the end under the data processing agreement.

Liability: the customer reviews and sends every draft itself and is responsible for the messages it sends. Our liability for the service is limited to the fees paid in the last 3 months under section 14.

Price changes: we notify a change of price or limits in writing at least 30 days before it takes effect. If the customer does not accept the change, it may terminate the service to end on the date the change takes effect, regardless of the notice period.

Supplier: Selko Consulting. Business ID 3660597-6, VAT number FI36605976. Atlantinkatu 7 B 77, 00220 Helsinki. Questions about the terms: info@selkoconsulting.com.