Article 1. DEFINITIONS

1. Terminology used in these Terms and Conditions:

• Contractor: Heidi Lampén Therapy and Coaching, who offers coaching, Somatic Experiencing (SE) Therapy, Neuro Affective Relational Model (NARM) Therapy, Brief Therapy, counselling, yoga, somatic movement, authentic relating, training, and related services that are governed by these Terms and Conditions.

• Client: the private individual(s) or legal entity/entities who has given the Contractor the assignment to perform coaching, training, therapy, or related Services;

• Coachee: the private individual(s) or legal entity/entities who has been designated by the Client to receive coaching, training, therapy, or related Services performed by the Contractor;

• Services: all products and services provided by the Contractor to the Client including coaching, therapy and other forms of guidance or advice in the broadest sense of the word, as well as all other work of any kind carried out on behalf of the Client, carried out in the context of an assignment, including activities that have not been carried out at the explicit request of the Client;

• Client and/or Coachee: the person who participates in a coaching, advice, or therapy process;

• Agreement: each arrangement between the Client and the Contractor for the performance of Services by the Contractor for the benefit of the Client;

Article 2. APPLICABILITY OF THESE TERMS AND CONDITIONS

1. These Terms and Conditions apply to all quotations and agreements in which the Contractor offers or provides Services within the scope of his profession;

2. Deviations from these Terms and Conditions are only valid if and to the extent that the Client and the Contractor have explicitly agreed to these in writing;

3. These Terms and Conditions also apply to any agreement for the performance of which the Contractor will engage third parties;

4. Any purchasing conditions or other terms and conditions used by the Client are not applicable, unless the Contractor has explicitly accepted these in writing;

5. In the event that one or more stipulations of these Terms and Conditions are void or declared invalid, all other stipulations of these Terms and Conditions remain fully applicable. The Client and the Contractor will then consult with each other to agree to a new stipulation as a replacement for the void and/or invalid stipulation, consistent with the objectives and the purpose of the original stipulation as much as possible;

6. These Terms and Conditions are also applicable to any additional assignments and ensuing assignments the Client may give.

Article 3. QUOTATIONS

1. All quotations made by the Contractor are without obligation; they are valid for 30 days, unless stated otherwise. The Contractor is only bound to a quotation if its acceptance thereof by the Client has been confirmed, without reservation or alteration, in writing within 30 days;

2. The prices mentioned in the quotations are exclusive of VAT (in Finnish: ALV), unless explicitly stated otherwise;

3. Quotations are based on the information available to the Contractor;

4. The Agreement is concluded by acceptance of the quotation by the Client, as referred to in the final sentence of subsection 1. The Client and the Contractor have also entered into an Agreement if the Contractor has confirmed an agreement between the Client and the Contractor in writing, and the Client has not disputed the correctness of it in writing within ten working days, or – if that is a shorter period – before commencement of operations.

Article 4. PERFORMANCE OF THE AGREEMENT

1. For the Contractor, each Agreement concluded with the Client leads to an obligation to perform to the best of her abilities, with due precision and expertise;

2. If and to the extent that proper execution of the agreement requires this, the Contractor has the right to have certain activities performed by third parties. This will always be done in consultation with the Client;

3. The Client shall ensure that all data, which the Contractor indicates is necessary or which the client should reasonably understand to be necessary for the execution of the Agreement, is provided to the Contractor in a correct, complete, and timely manner. If the data necessary for the execution of the Agreement have not been provided to the Contractor in a correct, complete, and timely manner, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client the additional costs resulting from the delay in accordance with the customary rates;

4. The Contractor is not liable for any damage suffered by the Client and/or Coachee, irrespective of its nature, resulting from inaccurate and/or incomplete information provided by the Client, unless the Contractor should have been aware of these inaccuracies or incompleteness, or they should have been knowable to the Contractor.
   

Article 5. CONTRACT DURATION AND TERMINATION

1. If the agreement concluded between the parties relates to the delivery of the same performance more than once, it shall be deemed to have been entered into for an indefinite period of time unless explicitly agreed otherwise in writing;

2. Both parties may terminate the agreement in writing at any time. If the duration of the assignment is one year or more, the parties must observe a notice period of at least 3 months.

Article 6. AMENDMENT OF THE AGREEMENT

1. If, during the execution of the agreement, it turns out that it is necessary to amend or supplement the Agreement in order to fulfill the conditions of the agreement properly, The Contractor and Client will jointly and in a timely manner amend the Agreement accordingly;

2. If the Contractor and Client jointly agree that the Agreement will be amended or supplemented, the time of completion of the execution may be affected. In this case, the Contractor will inform the Client of this as soon as possible;

3. If the aforementioned amendment of the agreement has financial and/or qualitative consequences, the Contractor will inform the Client in advance;

4. If a fixed fee has been agreed, the Contractor will indicate to what extent the amendment or supplement of the Agreement will result in an overrun of this fee.

Article 7. CONFIDENTIALITY

1. The Contractor may not disclose any confidential information provided by the Client or obtained otherwise during performance of the Agreement to third parties, except in case of any obligation imposed by law or by an authorized public body to disclose certain information. Information is deemed to be confidential if it has been qualified as such by the other party or if confidentiality is implied by the (private) nature of the information. The Contractor takes due care that a similar duty of confidentiality is imposed on any employees, or third parties engaged by him in performance of an agreement;

2. Conversations, sessions, and any other contacts in whatever form that take place between the Contractor and Client are deemed to be strictly confidential. The Contractor is not to disclose any information about the content or course of these to anybody, unless the Client has explicitly given permission to do so.

3. The Contractor may use general knowledge, skills and experience gained in the performance of the Services for other purposes, provided that no confidential information is disclosed and no Client can be identified from such use.

Article 8. INTELLECTUAL PROPERTY

1. All intellectual property rights in and to any materials, tools, methodologies and documents provided or developed by the Contractor in connection with the Services (including, without limitation, exercises, workbooks, reports and training materials) shall remain the exclusive property of the Contractor or its licensors.

2. The Client is granted a non-exclusive, non-transferable licence to use such Contractor materials solely for the Client’s own internal purposes and only to the extent necessary for the agreed Services. The Client shall not copy, distribute or otherwise make such materials available to third parties without the Contractor’s prior written consent.

3. All intellectual property rights in and to any materials provided by the Client to the Contractor shall remain the exclusive property of the Client. The Contractor is granted a non-exclusive licence to use such Client materials solely for the purpose of performing the Services.

Article 9. FEES AND COSTS

1. The Contractor’s fee consists of a fixed amount, determined in advance, per Agreement or per provided Service and/or can be calculated based on rates per time unit that the Contractor has worked, unless agreed otherwise;

2. All fees are exclusive of Government taxes such as VAT (in Finnish: ALV), unless explicitly stated otherwise; and are also exclusive of travel expenses and other expenses made on behalf of the Client, including expense accounts of third parties engaged in the performance of the Agreement;

3. The Contractor may request a reasonable advance payment of fees from the Client in relation to expenses made on behalf of the Client. If the Contractor has requested a reasonable advance, she has the right to suspend the performance of services until the Client has paid the advance to him or has provided security for payment;

4. The Contractor has the right to annually adjust the fees agreed on, in consultation with the Client, due to changes in the general price index and governmental regulations.

Article 10. PAYMENT

1. Payment is due within 14 days from the date of invoice, by the method of payment indicated by the Contractor. Payment will take place without deduction, adjustment, or suspension for any reason whatsoever;

2. After 14 days from the date of the invoice, the Client is in default. The Client is liable to pay the Contractor interest for late payment on the payable amount equal to the statutory interest from the moment of default;

3. If there are several Clients, each Client is jointly and severally liable towards the Contractor for payment of the total sum of the invoice in the event that the operations have been performed for the benefit of all these Clients;

4. Payments made by the Client will firstly serve to settle any accrued interest and costs, and secondly to settle the longest outstanding invoices, even if the Client states that the payment is intended to settle an invoice of a later date;

5. In the event of liquidation, bankruptcy, or suspension of payment of the Client, the Contractor's claims and the Client's obligations towards the Contractor shall be immediately due and payable;

6. If the Contractor is required to make more than the usual effort in the execution of the Agreement, the Contractor may demand payment (or equivalent security) before the start of its work.

Article 11. COLLECTION COSTS

If the Client fails to pay an amount due by the due date, the Client shall be liable for statutory late-payment interest and reasonable collection costs in accordance with applicable Finnish law.

1. If the Client is acting as a consumer, the Contractor may charge collection costs only up to the maximum amounts permitted by the Finnish Act on the Collection of Receivables (Laki saatavien perinnästä 513/1999) and any applicable decrees or binding regulations in force from time to time. Collection costs may be charged only after the Contractor has sent the Client a written payment reminder and the statutory waiting period has expired.

2. If the Client is acting in the course of business or in the exercise of a profession, the Contractor may charge reasonable collection costs incurred in connection with the collection of the overdue amount, provided that such costs are lawful, reasonable, and proportionate under applicable Finnish law.

3. Any collection costs charged to a consumer Client shall not exceed the maximum amounts permitted by mandatory Finnish legislation.

Article 12. LIABILITY

1. The Contractor shall perform the Services with due care and professional competence.

2. Nothing in this Agreement limits or excludes the Contractor's liability to the extent that such limitation or exclusion is not permitted under applicable mandatory law, including liability for personal injury or damage caused by wilful misconduct or gross negligence.

3. To the extent permitted by applicable law, the Contractor's total liability for direct loss arising from the Services shall be limited to the total fees paid by the Client for the specific Services that gave rise to the claim during the six (6) months preceding the occurrence of the damage.

4. To the extent permitted by applicable law, the Contractor shall not be liable for any indirect or consequential loss, including but not limited to loss of income, loss of profit, or loss of business opportunity. In consumer contracts, this limitation applies only to the extent it is not rendered unenforceable under mandatory consumer protection legislation.

5. Where the Contractor engages third-party service providers in the performance of the Services, the Contractor shall exercise due care in their selection and supervision. The Contractor's liability for acts or omissions of such third parties is limited to cases where the Contractor has failed to exercise such due care.

6. The Client shall notify the Contractor of any claim without undue delay after becoming aware of the circumstances giving rise to such claim. For consumer clients, the right to make a claim is governed by applicable mandatory law, including the Finnish Consumer Protection Act. For business clients, any claim must be brought within three (3) years of the date on which the Client became aware, or ought reasonably to have become aware, of the damage, in accordance with the Finnish Limitation Act (728/2003).

7. Nothing in this Article 12 limits or excludes any mandatory rights of a consumer client under applicable consumer protection legislation, including the Finnish Consumer Protection Act (38/1978).

Article 13. RIGHT OF WITHDRAWAL (CONSUMER CLIENTS)

1. If the Client is a consumer and the Agreement is concluded as a distance contract (for example, by email or online), the Client has a statutory right to withdraw from the Agreement within fourteen (14) days from the conclusion of the Agreement, in accordance with applicable consumer protection legislation.

2. The Client may exercise the right of withdrawal by submitting a written withdrawal notice to the Contractor within the withdrawal period.

3. If the Client requests, or it is agreed with the Client, that the Services commence during the withdrawal period, the Client acknowledges and agrees that they will forfeit their statutory right of withdrawal.

Article 14. CANCELLATION/ TERMINATION OF THE AGREEMENT

1. The Contractor has the right, without giving any reason, to cancel a course, training, guidance, therapy, or coaching package or to refuse the participation of a client, or to refuse the Coachee designated by the Client, in which cases the Client is entitled to a refund of the full amount paid by this to the Contractor;

2. Cancellation by the Client is to be done by e-mail or registered post;

3. Cancellation by the Client of the assignment can take place free of charge up to 4 weeks before the start of the course, training, guidance, therapy, or coaching package. In the event of non-cancellation, the Client is obliged to pay the total amount of the course, training, guidance, or coaching package;

4. In case of cancellation within 4 weeks up to and including 1 week before the start of the course, training, guidance, therapy, or coaching package, the Contractor is entitled to charge 50% of the amount due, and in case of cancellation within a week, the full amount;

5. If the client or the coachee designated by the Client terminates or otherwise does not participate in the participation after the start of the course, training, guidance, therapy, or coaching package, the Client is not entitled to any refund, unless there are special circumstances of the case, in the opinion of the Contractor, that justify otherwise;

6. An individual therapy or coaching session can be canceled or rescheduled free of charge up to 48 hours before the start of the session. In the event of cancellation or rescheduling between 48 and 24 hours, the Contractor is entitled to charge 50% of the agreed fee for the session. Within 24 hours, the entire amount is payable;

7. The Client will be liable to pay 100% of the agreed total sum if she/he, even without cancellation, do not use the services of the Contractor.

Article 15. PERSONAL DATA

By entering into an Agreement with the Contractor, the Contractor is granted permission for the automatic processing of the personal data obtained from the Agreement. This personal data will only be used by the Contractor for its own activities.

Article 16. DISPUTE RESOLUTION

1. Finnish Law is applicable to all Agreements between the Client and the Contractor;

2. If the Contractor and the Client are in a dispute resulting from the agreement, they have the obligation to first strive to settle this dispute and, if they do not succeed, make use of mediation;

3. If no settlement is reached through mutual negotiation and/or mediation, disputes shall be submitted to the competent courts of the place where the Service Provider has its registered domicile. If the Client is a consumer, this provision shall not deprive the Client of any mandatory right to bring proceedings before the courts of the Client’s place of habitual residence, to the extent required by applicable consumer protection and jurisdiction rules