General terms and conditions of contract for occupational health care services

1. Application of contractual terms and conditions

1.1. These contractual terms and conditions shall apply to any occupational health care and other services and tenders related to such services provided by Aava Medical Centre Ltd and companies in the same Group (hereinafter referred to as “Aava”) to the customer companies (hereinafter referred to as the “Customer” or “Customers”).

1.2. These terms and conditions shall be included in the agreement on occupational health care services (hereinafter referred to as the “Agreement”) to be concluded between Aava and the Customer. In signing the Agreement, the Customer and Aava agree to comply with these general terms and conditions unless otherwise agreed upon in writing.

2. Services

2.1. By signing the Agreement, the Customer orders from Aava, and Aava agrees to provide, the Aava services (“Services”) specified in the Agreement and its appendices.

2.2. The Customer shall primarily only acquire the services specified in the Agreement from Aava during the validity of the Agreement. Any exceptions to this are mutually agreed.

2.3. The implementation of the services is specified in further detail in an action plan guiding the occupational health care services and activities that is annually drawn up in cooperation between the parties.

2.4. The quality of all Aava activities is certified according to ISO 9001:2008. Aava agrees to produce high-quality medical and health care services for the Customer in accordance with the quality system.

2.5. Aava shall have the right to use subcontractors to perform the Services. Aava shall be equally responsible for the actions of its subcontractors and its own actions unless otherwise agreed in the Agreement.

2.6. The information included in Aava brochures, price lists and other materials are only binding if they are specifically referred to in the tender or the Agreement. Aava’s tender, service agreement and the agreement appendices are confidential and subject to the provisions in section 11.

3. Information of the Customer’s organisation and personnel

3.1. The Customer must ensure that Aava always has up-to-date information and updated contact information of the Customer’s organisation and personnel. Aava shall not be responsible for invoicing or statistical errors resulting from information provided or not provided by the Customer. Unless otherwise agreed, the existence of personal information in the Aava personal data file as the Customer’s employee shall suffice as authentication of the individuals entitled to occupational health care services. Any changes concerning the individuals entitled to use the services shall be electronically reported by the Customer in a manner announced by Aava.

3.2. Any new places of business or subsidiaries in the service agreement concerning the Customer’s entire Group are added to the service agreement in accordance with the customer company’s report with the following prerequisites:

(a) Aava or a partner of Aava is operating in the locality of the new place of business or subsidiary,

(b) the launching of the new place of business has been mutually agreed,

(c) the Customer has delivered the electronic personal information according to Aava’s instructions and

(d) Aava has access to the necessary service capacity.

3.3. The Customer informs Aava and the Aava occupational health care personnel providing services for the Customer of its activities related to and impacting the occupational health care activities and any changes in them. The contact person specified in the Aava service agreement shall be contacted to inform them of the matter.

3.4. Any changes demanded by the Customer to the policies, reporting or invoicing that require changes to the Aava information systems shall be agreed on case-specifically with a separate compensation to Aava. Correspondingly, Aava shall be liable to inform the Customer within a reasonable time frame of any upcoming changes to the reporting system that will likely cause considerable changes in the information technology of the Customer.

3.5. The Customer shall be responsible for ensuring that their personnel are aware of the essential content of the service agreement and for providing instructions for their personnel on the use of the Services in accordance with the agreement.

3.6. If any errors are observed in the content of the service agreement or its appendices or in the information used as the basis for the agreement or its appendices or the information has changed, the other party must be informed immediately.

4. Opening the services, validity and termination of the service agreement

4.1. The services shall be opened as agreed in the Agreement unless otherwise agreed on between the parties. 

4.2. The Agreement shall enter into force when both parties have signed it and it shall be valid until further notice with a notice period of six (6) months unless otherwise agreed on between the parties in writing in the Agreement (Appendix 1).

4.3. Regardless of section 4.2 hereinabove, this Agreement can be terminated with immediate effect if: a) a Party fails to comply with its essential obligations under this Agreement and does not correct the situation within thirty (30) days of being informed of the situation by the other Party; b) a Party has been declared bankrupt, is seeking protection from creditors or applying for reorganisation proceedings, has been placed in liquidation or can be considered insolvent with high probability on other reasonable grounds; or c) a Party is not granted a licence or a permit required for the Party’s activities or if the permit is expired or withdrawn.

4.4. Regardless of the agreed period of validity and notice, Aava shall have the right to discontinue or terminate the Services upon its discretion or terminate the Agreement in accordance with section 4.3 a) if the Customer’s payment to Aava is delayed more than thirty (30) days.

4.5. Should Aava terminate the Agreement due to a reason stated in section 4.3. or the Agreement is terminated in accordance with the termination clause, the Customer shall be liable to deliver any payments due to Aava in accordance with the Agreement, including Services invoiced by the subcontracting network of Aava.

5. Grounds for payments and invoicing

5.1. The grounds for payments are specified in the Agreement (Appendix 3).

5.2. The payments must be made by the due date marked in the invoice. If the payment is delayed, the Customer is liable to a penalty interest according to the Interest Act as well as reminder and collection charges,

5.3. Unless otherwise agreed, the Customer’s number of personnel on the last day of the month preceding the agreed invoicing month of the general fee is used as the number of personnel on which the invoicing of the general fee is based. The Customer is liable to deliver up-to-date information on its number of personnel covered by the Services to Aava.

5.4. Any expenses resulting from the treatment of occupational accidents are invoiced from the insurance company reported by the Customer. Otherwise, any expenses resulting from the treatment of occupational accidents are invoiced from the Customer as medical care.

If the insurance company completely or partially dismisses the occupational accident case, the expenses resulting from the treatment of said accident are invoiced from the Customer insofar as they are not paid by the insurance company unless otherwise agreed on with the Customer in writing.

5.5. In accordance with the agreement, some of the services can be invoiced from the sickness fund reported by the Customer or, under the Customer’s medical expenses insurance, from the insurance company, with the prerequisite that the Customer delivers to Aava the information on the operating principles of the sickness fund or the insurance terms of the medical expenses insurance.

If, in the aforementioned situations, the sickness fund or insurance company completely or partially dismisses the occupational accident case, the expenses resulting from the treatment of said accident are invoiced from the Customer insofar as they are not paid by the aforementioned third party unless otherwise agreed on with the Customer in writing.

5.6. Aava shall always charge any uncancelled, unused appointments of the Customer’s personnel from the person to whom the appointment concerns in accordance with the valid price list.

5.7. If the Customer has not cancelled occupational health care organisation work agreed between the Customer and Aava by three (3) business days before the agreed activity (such as agreed negotiations, meetings, drawing up an action plan, other preparatory work and other planned activity), Aava shall have the right to charge reasonable expenses caused to Aava from the preparatory and planning work from the Customer according to the valid price list.

5.8. The Customer shall deliver any comments concerning an invoice in writing within eight (8) days of the date of the invoice.

5.9. Aava shall have the right to collect any indirect taxes valid at each time from the Customer.

5.10. Aava shall have the right to change its price lists and fees collected from the Services. The Customer shall be informed of any increases to the fees in writing at least sixty (60) days before the change enters into force. Within thirty (30) days of the date of the announcement regarding the price change, the Customer shall have the right to terminate the Agreement with effect on the date on which the price change enters into force.

6. Työnantajan Extranet

6.1. The contractual terms and conditions related to the Työnantajan Extranet service will only apply if the service agreement specifies that the Customer implements the service in question.

6.2. The Customer must designate a main user for the Työnantajan Extranet service. The designated main user can be changed by informing Aava in advance in writing.

The Customer’s designated main user administers all the Customer’s other access rights. The Customer’s designated main user can remove and edit the Customer’s existing access rights and add new access rights. The Customer’s designated main user can also create new main users who have similar rights to edit access rights as the designated main user.

The Customer only has the right to grant access rights to the Työnantajan Extranet service to the Customer’s own employee or to a party specifically designated in the service agreement. The Customer shall be responsible for ensuring that no access rights are granted or handed over to individuals not entitled to view the materials in the Työnantajan Extranet service.

Aava may either partially or completely terminate the Customer’s access rights if the Customer violates these terms and conditions of use or other instructions concerning the use of the Työnantajan Extranet service delivered to the Customer.

6.3. The use of the Työnantajan Extranet service requires strong authentication. The Customer is liable to deliver to Aava the personal identification number of the Customer’s designated main user in order to gain access rights. Should the Customer’s designated main user not approve the disclosure of the personal identification number, the Customer must designate a new main user.

The Customer shall be responsible for any actions of the designated main user, potential other main users and other holders of access rights and for ensuring that the users of the Työnantajan Extranet service comply with these contractual terms and conditions and any other instructions.

6.4.  The use of the Työnantajan Extranet service requires the use of a strong, electronic authentication method approved by Aava. The Customer is responsible for acquiring the credentials used for authentication and the expenses related to the acquisition. The Customer is also responsible for any administration and usage expenses of its credentials agreed upon between the Customer and the provider of the credentials. The Customer is responsible for the accuracy and appropriateness of the materials is delivers to or via the Työnantajan Extranet service and for ensuring that it has the right to deliver the materials. The Customer must use any reasonable means to ensure that the materials it sends do not contain viruses or are not otherwise harmful.

6.5. Aava shall deliver to the Customer the necessary instructions to use the Työnantajan Extranet service.

In accordance with its ability, Aava shall aim to maintain the functionality of the Työnantajan Extranet service. Aava shall not be liable for the faultless or continuous functionality of the Työnantajan Extranet service. Aava shall not be liable for any direct or indirect damage caused by interruptions or errors in the Työnantajan Extranet service or for not achieving uninterrupted availability of the  Työnantajan Extranet service.

Aava shall not be liable for any direct or indirect damage or other consequences to the Customer or third party caused by or claimed to have been caused by the Työnantajan Extranet service, its use or any materials in it, including damage caused by viruses due to the user visiting, using or browsing the Työnantajan Extranet service or uploading materials to the service.

The Customer understands that the use of the Työnantajan Extranet service requires a functional Internet connection which is not included in the Työnantajan Extranet service. Any problems and interruptions in the Internet connection may partially or completely prevent the use of the Työnantajan Extranet service. Aava shall not be liable for any such interruptions in use and shall not be considered liable to compensate the Customer. Aava shall aim to announce any changes to the Työnantajan Extranet service in advance, if possible. However, Aava shall have the right, without advance notice or for any reason, to change the appearance, content, availability, included services and other features of the Työnantajan Extranet service.

Aava shall aim to announce any interruptions in the Työnantajan Extranet service in advance. However, if necessary, Aava shall have the right to terminate the Työnantajan Extranet service for the duration of maintenance and updating activities without separate advance notice.

6.6. Any intellectual property rights of the Työnantajan Extranet service and its included materials belong to Aava or a third party, with the exception of materials delivered by the Customer to Aava’s electronic service, the intellectual property rights of which belong to the Customer or a third party.

Publishing, copying, transferring or changing Aava’s materials included in the Työnantajan Extranet service without Aava’s permission is forbidden, with the exception of storing the materials on a computer or printing them for internal use at the Customer’s own organisation. The materials included in the Työnantajan Extranet service may be cited in accordance with the Finnish Copyright Act (404/1961). The source must always be stated when citing the materials.

As an exception to the first chapter of this section (6.6), for the duration of the validity of the service agreement, the Customer shall have free usage rights to the customer-specific materials in the Työnantajan Extranet service within its organisation. Within the scope of the usage rights, the Customer may freely edit and copy the customer-specific materials. The Customer shall not have the right to disclose or copy the materials to parties outside their organisation without specific, written consent from Aava.

The Customer shall be liable for ensuring that the information and materials it delivers to the Työnantajan Extranet service do not violate the copyrights, intellectual property rights or other rights of third parties, the law or generally accepted practices. The sender of such materials shall be liable for any damage and expenses caused to Aava or its partners for violating this clause.

7. Legislation, environment and ethics

7.1. The parties agree to comply with the legislation, statutes and authoritative regulations applicable and binding to the parties, including, but not limited to, the Occupational Health Care Act (1383/2001) and any statutes and regulations issued under said act as well as the ethical principles of health care. When planning and producing the services, Aava shall aim to observe sustainable development and environmental aspects. The personnel of Aava shall act as a professionally independent and impartial expert in accordance with valid legislation and ethical guidelines provided to the occupational health care personnel.

8. Liability

8.1. A party shall be liable to report any errors, negligence or defects observed in their activity under the Agreement and, if possible, require the correction of the error, negligence or defect immediately after being informed of it.

8.2. If a party has intentionally or, due to neglect, caused an error, negligence or defect, the party must correct the error or negligence at its own expense and without undue delay.

8.3. Aava shall be liable in full for any patient injuries in accordance with the Patient Injury Act caused in connection with producing the Services, regardless of restrictions of liability agreed in these terms and conditions.

8.4. A party shall be liable for damage that is proven to result from its breach of agreement carried out intentionally or due to negligence.

A party shall not be liable for indirect damage, such as reduced or interrupted turnover or production, lost profits or returns or other similar damage that is difficult to predict, with the exception of damage related to confidentiality and data protection.

8.5. Aava’s liability to compensate the Customer in accordance with the Agreement is limited to a sum corresponding to the total amount of service fees related to the Service and paid by the Customer to Aava during the six (6) months preceding the damage.

9. Force majeure

9.1´. Neither party shall be liable for damage caused to the other party by force majeure. Force majeure refers to an unpredictable situation which the parties cannot influence (e.g. war, national or local labour dispute, fire not related to the actions of the parties and caused by external reasons, water damage, malfunction in the power supply, etc.) if the situation prevents the fulfilment of the Agreement or makes it unreasonably difficult.

9.2. A party invoking force majeure must immediately inform the other party of the obstacle and its impact on the fulfilment of the Agreement. The parties must also do their best to remove the obstacle and to reduce and eliminate its impact.

10. Settling disputes and applicable legislation

10.1. Finnish law will be applied to the Agreement.

10.2. Any disputes caused by the Agreement are settled at Helsinki District Court.

11. Confidentiality obligation, processing of patient data, information security and use of customer information

11.1. Aava and its personnel are bound by the confidentiality of patient document information based on the Act on the Status and Rights of Patients. Aava may only disclose patient document information under legislation or the patient’s consent.

11.2. The Act on the Status and Rights of Patients and the Ministry of Social Affairs and Health decree on the preparation and storage of health records and other material related to treatment are followed in the making and storing of patient documents.

11.3. The Customer shall be liable for the legal processing of patient and other personal information received from Aava under legal provisions in its own organisation. The controller of patient and customer information is determined according to the applicable legislation.

11.4. In electronic invoicing, Aava shall be liable for the information security of invoice transfer until the disclosure interface produced by its invoice operator. The Customer shall be liable for the information security of the data transfer from said interface to their environment.

11.5. The parties agree to not disclose to outsiders the other party’s service arrangements, service descriptions, system solutions and other information considered trade secrets in accordance with the agreement. A party must not, without written consent from the other party, disclose said information to a third party or use them in other activity than that directly in compliance with the agreement.

However, the confidentiality does not concern information a) that is publicly available or otherwise public; b) that was justly in the possession of the party without a related confidentiality obligation before receiving it from the other party; or c) that the party received from a third party without the violation of the confidentiality obligation towards the other party.

11.6. The confidentiality obligation shall remain in force after the termination of the Agreement.

11.7. After signing the Agreement, Aava shall have the right to use the Customer as a written reference in its tenders unless otherwise agreed.

12. Additions, amendments and transfer of the agreement

12.1. Any amendments to the Agreement must be made in writing, and any amendments to the Agreement and its appendices will become binding to the parties after both parties have appropriately signed them.

12.2. A party shall not have the right to transfer the Agreement without advance written consent from the other party. However, Aava shall have the right to transfer the Agreement or part thereof to a company in the same Group without the Customer’s consent.

13. Validity of contractual terms and conditions

13.1. These contractual terms and conditions shall remain in force until further notice.

13.2. Aava shall have the right to make amendments to these general terms and conditions. The Customer shall be bound by Aava’s general terms and conditions valid at the time of concluding the service agreement unless otherwise agreed on between the parties. However, the Customer shall be considered to accept amendments to these terms and conditions if the Customer does not, within one (1) month of being informed of the amendment, announce their objection to the amendment in writing.