APPENDIX 4: ESSENTIAL TERMS OF FINPRO OY/VISIT FINLAND MARKETING REPRESENTATIVE AGREEMENT

Transcription

1 APPENDIX 4: ESSENTIAL TERMS OF FINPRO OY/VISIT FINLAND MARKETING REPRESENTATIVE AGREEMENT 1 Essential facts The marketing representative (hereafter representative ) nominated by Finpro Oy (hereafter Visit Finland ) shall carry out assignments according to Visit Finland guidelines, especially: a) Visit Finland will define, lead and guide the actions to be taken in the market area b) The client data is stored according to Visit Finland guidelines c) The invoicing, when applicable, will take place through Visit Finland d) The representative sends an invoice to Visit Finland e) In travel spending, the representative will comply with Visit Finland travelling guidelines 2 Appointment of the representative The representative will be appointed for implementing Visit Finland s marketing activities and services for the travel trade within the specified Market Area according to a specified framework. The representative obeys the guidelines and instructions reasonably provided by Visit Finland. In all dealings under the marketing representative agreement with Visit Finland the representative describes itself as Visit Finland representative in a manner specified by Visit Finland, and offers and provides the services to the travel trade clients under this agreement on Visit Finland s behalf and in Visit Finland s name on the terms and conditions defined by Visit Finland. The representative is expected to be available also for travel trade clients and Team Finland -actors, and to provide the services prudently, with care and with the expertise that can be reasonably assumed from an experienced service provider, and in accordance with applicable laws and regulations. The representative should not make an agreement or take upon responsibilities that could conflict with the services the representative would carry on behalf of Visit Finland. 3 Contact persons The representative shall appoint among its employees a contact person (or contact persons if Visit Finland so requires) for implementation of the agreement with Visit Finland. Such contact persons present themselves as Visit Finland marketing representatives in a manner specified by Visit Finland. Such contact person cannot be changed without Visit Finland s prior approval. 4 Implementing Visit Finland marketing activities and services The representative implements Visit Finland marketing activities and services to Visit Finland and the travel trade clients within the Market Area according to a specified framework:

2 a) The marketing representative will provide insight and consultation on Visit Finland marketing strategy, tourism growth programs and country specific business and marketing plans and actively participate in market specific yearly planning together with Visit Helsinki market team. b) The marketing representative will provide market intelligence for Visit Finland and Finnish travel trade according to the guidelines and instructions from Visit Finland business intelligence team. c) The marketing representative will develop and maintain relationships with key tourism industry distributors including traditional, OTA, highend, business events sector, and Visit Finland s PR-company/companies on the market. d) The marketing representative will actively identify new channels of potential business. e) The marketing representative will negotiate, coordinate and implement campaigns and tactical activities with identified trade partners together with partners and Visit Finland Helsinki team. f) The marketing representative will conduct sales visits, organize or participate seminars, road shows, workshops and fairs at trade missions and training sessions. Visit Finland organizes / participates in at least two (2) sales promotion events/ trade shows together with Finnish trade per year in each market area. g) The marketing representative will together with Visit Finland Helsinki team organize and escort familiarization trips. h) The marketing representative will initiate launching of new products/packages to the market through key trade partners. i) The marketing representative will manage and reply enquiries from the local travel trade. j) The marketing representative will ensure a positive image of Visit Finland among key stakeholders (Team Finland, Finnair etc.). k) The marketing representative will document all information according to Finpro / Visit Finland guidelines to the systems used (CRM, Sharepoint, website etc.) and will ensure that all activities and communications are updated in CRM. l) The marketing representative works closely together with Visit Finland Helsinki team, shares information through communication channels used

3 and participates in joint planning. The marketing representative also participates local Team Finland meetings and represents Visit Finland in Team Finland activities. m) The marketing representative reports time used according to Visit Finland guidelines once a month (time report attached to the invoice). Visit Finland will define, lead and guide the actions in each market area. The details and scope of the activities per market area will be clarified on a yearly plan. Implementation is done in accordance with Visit Finland s procedures and guidelines. Travel spending limits are confirmed by Visit Finland. Visit Finland retains the right to change the cooperative modes as necessary, including the guidelines. 5 Fees and other financial provisions (terms and conditions as stated in the invitation to tender) Visit Finland is responsible only for the banking charges charged by its own bank. Visit Finland may withhold or claim back already paid compensation to the extent the representative has not carried out the services according to the agreement. 6 Agreement term and termination (terms and conditions as stated in the invitation to tender) Upon the expiry of the agreement the representative shall at Visit Finland s request carry out all service assignments that commenced prior to expiry until the assignment is completed. Despite the fixed period either party shall be entitled to terminate the agreement without cause on three (3) months prior written notice. However, if such termination is initiated by the representative, it shall not be effective until all pending service assignments have been completed. Visit Finland is entitled to terminate the agreement with immediate effect if Visit Finland or its clients are not satisfied with the representative s quality of the work and Visit Finland at its discretion estimates that the representative is not capable of improving the quality of its work. 7 Consequences of termination Termination or expiry of this agreement will not affect any accrued rights as at the date of termination, including the payment of any sums outstanding under this agreement at the date of termination. Upon the termination of this agreement for any reason:

4 - The representative shall within 30 days send to Visit Finland or otherwise dispose of in accordance with directions of Visit Finland any material relating to the completed or incomplete services and other material provided by Visit Finland to the representative without having any lien to Visit Finland s property, and - Confidentiality provisions shall continue in force even after the termination of this agreement. The representative shall have no claims against Visit Finland except the sole right to claim receivables related to services performed in accordance with this agreement. 8 Confidentiality The representative shall keep confidential the agreement and all other material and information concerning Visit Finland and its clients during the term of the agreement and thereafter in accordance with the terms of a separate Confidentiality Agreement to be signed by the representative. 9 Intellectual Property Rights All rights to Visit Finland names and logos as well as to the materials provided by Visit Finland to the representative shall belong to Visit Finland or to its licensors. The representative shall at all times use Visit Finland s name and logo in accordance with the instructions provided by Visit Finland. Unless otherwise agreed in writing between the parties, all rights including copyrights, to the results of the work performed or created by the representative for Visit Finland or the clients under the agreement, including the right to transfer the rights and title, partly or fully to the third party and to freely modify the results of the representative s work, belong solely to Visit Finland. The representative ensures that the usage of material provided by the representative do not violate a third party s patents, trademarks, copyright or other intellectual property rights. 10 Damages The representative s liability towards Visit Finland is limited to the total value of services during the term multiplied by five (5). The limitation of liability set out above shall not apply in case the representative caused the damage wilfully or through gross negligence or by infringing intellectual property rights or obligations of confidentiality. In addition, any damage payable by Visit Finland to third parties due to the representative s breach of contract should be compensated by the representative to the full amount and the limitation of liability set out above shall not apply. Upon Visit Finland s request the representative is obliged to handle by itself any alleged claims by third parties based on the representative s breach of contract. In no case shall Visit Finland compensate to the representative any indirect damage such as loss of profits or damage caused to third parties, and Visit Finland s liability is limited to the value of the particular assignment for which the direct damage related to.

5 11 Representative s legal position The representative is an independent enterprise. The representative does not have the right to make any commitments or dealings on behalf of or in the name of Visit Finland except the limited right to provide the services on behalf of Visit Finland on the terms and conditions specified in the agreement. The representative does not have any right to represent Visit Finland in authorities or formal proceedings without prior authorization from Visit Finland. The representative maintains all applicable licenses and registrations related to its activities, is liable for all taxes or social security contributions related to the activities carried out by the representative. The representative maintains statutory and other insurance necessary for the provision of the Services and for its operations liability insurance sufficient in relation to the risks associated with providing the services; insurance should also include coverage for pure financial loss caused in the insured activity. At the request of Visit Finland the representative shall deliver a certificate of the existence of such insurances. Visit Finland may ask the representative to submit valid registration certificates and/or tax statements confirming the representative s status as an independent entrepreneur, or other documentation relevant to the supply of services in order for Visit Finland to be able to audit the documentation and verify the representative s compliance with its contractual obligations. 12 Recruitment and provision of services to third parties The representative abstain from recruiting Visit Finland s employee without prior written consent from Visit Finland. In addition, during the validity of this agreement the representative shall not provide services to the trade promotion organisations of Visit Finland s competitor countries. 13 Other terms The representative shall not transfer this agreement or any part of it to third parties without prior written consent of Visit Finland. Upon Visit Finland s approval the representative may use subcontractors in order to carry out services. In this case the responsibility of the quality of the services nonetheless resides entirely with the representative. 14 Applicable law and dispute resolution This Agreement shall be governed by and construed in accordance with the Laws of Finland, excluding the choice of law provisions. If the representative is a representative or entrepreneur whose place of residence is within EU, the following clause regarding dispute resolution will apply between Visit Finland and the representative: Any dispute, controversy or claim arising out of or relating to this Agreement, or breach, termination or validity thereof shall be shall be heard in the District Court of Helsinki (Helsingin käräjäoikeus), Finland. Alternatively, Visit Finland shall have the right to demand any dispute, controversy or claim arising out of or relating to this Agreement to be heard in the competent court of the representative s domicile.

6 If the representative is a representative or entrepreneur whose place of residence is outside EU, the following clause regarding dispute resolution will apply between Visit Finland and the representative: Any dispute, controversy or claim arising out of or relating to this Agreement, or breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitration shall take place in Helsinki, Finland and shall be conducted in English language. Judgment upon the award rendered by the arbitrator(s) shall be binding and final. Alternatively, Visit Finland shall have the right to demand any dispute, controversy or claim arising out of or relating to this Agreement to be heard in the competent court of the representative s domicile. ***