TERMS AND CONDITIONS OF FREE-LASKUTUS OY’S SERVICES
(22 MARCH 2022)
This document contains FREE-Laskutus Oy’s (hereinafter the “Service provider”) terms and conditions (hereinafter the “Service terms”) concerning the use of invoicing service for light entrepreneurs (hereinafter the “Invoicing service”) as well as of services designated for proprietorship entrepreneurs and entrepreneurs acting through a limited liability company (hereinafter the “Entrepreneur service”) and of any other services by the Service provider (all these services together below referred to as the “Service”). These Service terms define the terms and conditions of the contractual relationship between the Service provider and the user of the Service (below the “Service user”) as well as the rights and obligations between the parties.
2. Establishment and amendments of the contractual relationship
A contract is established between the parties when the Service user registers as user of the Service and accepts these Service terms. When registering, the Service user undertakes to comply with the Service terms and other conditions, regulations and instructions of the Service, and warrants that the Service user has familiarized himself/herself with the use of the Service and that the Service user is not aware of any issues that would prevent him/her from using the Service.
The Service provider reserves the right to decide who will be accepted as Service user and on the other hand who will be rejected the right to use the Service.
The Service provider reserves the right to modify the Service or amend these Service terms to comply with authorities’ orders or otherwise at the sole discretion of the Service provider. Amendments of the Service terms shall be valid after the Service user has been notified thereof. By continuing to use the Service after the notification the Service user accepts the new Service terms with amendments. The Service user is entitled to use the Service only in accordance with the from time to time valid Service terms and in compliance with applicable legislation and good practice.
The Service may include additional services such as support services and customer service, for which there are separate usage terms and conditions available in the Service.
3. Contractual relationship between the parties
The contractual relationship between the Service provider and the Service user covers invoicing of the work performed by the Service user and other expressly defined Services. The Service user does not work subordinated to or under the direction and supervision of the Service provider. The contractual relationship between the Service provider and the Service user is not in its nature an employment contract as meant in the Section 1 of the Finnish Employment Contract Act (2001:55) or in the employee pensions legislation, and no employment relationship shall be formed between the parties, unless expressly agreed upon in writing. The Service user himself/herself is responsible to ensure that applicable work safety regulations, working hours regulations and other applicable laws and regulations are followed with in the work performance.
The Service user is not entitled to represent the Service provider nor enter in the name of the Service provider into any kind of contracts, such as orders, acquisitions, credit agreements, employment contracts or assignments. The Service user is not entitled to allege to any third party to be an employee or a representant of the Service provider.
4. Contractual relationships with Assignors
The Service user shall himself/herself acquire the assignments and negotiate and agree directly with the assignors on the prices and other terms of the assignment. The Service provider shall not be a party of the assignment contract, unless otherwise separately agreed in writing with the approval of a person entitled to sign for the Service provider. The Service cannot be used if there is an employment relationship according to the Employment Contracts Act between the Service user and the assignor, or if such relationship would arise between them.
The Service user shall be liable towards the Assignor for all liabilities, agreements, undertakings, and obligations relating to the assignment as well as for all performed work and delays and faults. It is not the responsibility of the Service provider to assess the profitability, legitimacy or accuracy of the Service user’s operation, assignments, or invoices. Further, it is not the responsibility of the Service provider to handle or solve disputes between the Service user and the assignors, nor to indemnify possible damages to the assignors or any third parties, unless otherwise agreed in writing.
Due to the nature of the Service, receiving the payment from the Assignor is the only way the Service provider can make sure that an agreement has been made with the Assignor and fulfilled. Therefore, a binding sales transaction that brings forth obligations to the parties does not take place until the Assignor pays the invoice it has received to the bank account of the Service provider. The invoice the Service provider sends to the Assignor shall be construed as an offer to provide the services included in the Service regarding the said invoice after the payment has been made. The Service user shall take care that the assignor is aware of the contractual relationship between the Service provider and the Service user, and of the contents of these Service terms, and accepts them.
The Service user shall calculate the pricing of his/her work taking into account that the Service provider is not the employer of the Service user, and costs may incur to the Service user e.g. due to possible mandatory pension insurance. The income of the Service user must be at a reasonable level taking into account the entrepreneur-like activity, and in compliance with possibly applicable laws and regulations.
5. Terms and conditions regarding the Invoicing service
5.1. Users of the Invoicing service
The Invoicing service can be used only by individuals without a Business Identity Code i.e. so-called light entrepreneurs. The Service user is entitled to use the Service only for invoicing his/her own work performance and invoicing kilometer allowances and daily allowances directly linked to the work performance, unless otherwise separately agreed between the parties. The parties may agree separately e.g. on ordering materials or rental equipment for the Service user’s assignment on behalf of the Service provider and further invoicing these from the Assignor.
The Service user has no working obligation nor any obligation to use the Service in all his/her assignments. The contractual relationship between the Service provider and the Service user and e.g. the insurances shall be valid and effective only in assignments that are carried out and invoiced using the Service. The Service provider shall invoice only the assignments that the Service user requests the Service provider to invoice using the designated form.
The Service provider invoices the Service user’s assignor for the invoice price agreed between the Service user and the Assignor to the Service provider’s bank account using the VAT number of the Service provider. The Service provider is liable for collecting, reporting, and paying to the Tax Authorities the value added taxes based on the invoicing.
5.3. Payment of salary
The obligation to pay salary and other obligations of the Service provider shall arise only after the assignor has paid the invoice to the Service provider’s bank account, or the Service provider has decided to pay Advance salary. From the invoice price, VAT excluded, paid by the assignor to the Service provider, the withholding of tax shall be made in accordance with the tax deduction card supplied by the Service user (if a tax deduction card or other lawful information is lacking, the tax withholding percentage is 60%), the from time to time applicable statutory employee charges and other respective charges, and the service fee and additional charge payable for the use of the Service.
The sum remaining after the deductions is the net salary of the Service user, and it will be paid to the bank account of the Service user (in case it is a Finnish bank account) within three (3) business days after the payment of the assignor is received to the Service provider’s bank account. The Service provider shall not be liable for any delays caused by disturbances or other respective issues in the payment traffic of banks.
The Service provider is liable for statutory obligations relating to salary payments such as drafting pay slips and filing notifications in the Incomes Register.
The Service user has to inform the Service provider whether the Service user is obligated by law to take self-employed persons’ pension (YEL) insurance in order to control the obligation to pay social insurance contribution. Any changes in this situation shall be informed without delay to the Service provider. The Service user shall be liable for excessive or too small deductions caused by incorrect information and thereof due additional charges and costs, and the Service provider has no obligation e.g. to re-claim excessive payments.
Valid Finnish legal provisions and guidance provided by the Finnish Tax Administration shall be applied to compensation of travel expenses and other costs to the Service user. According to the guidance, the compensation may be tax-exempt, it can be paid without withholding tax or it can be deemed to be salary. The Service user is liable to provide the Service provider, using the Service, an account of travelling expenses that includes the information required by the Tax Administration, and other possibly needed details and receipts, as well as necessary information to determine the correct tax treatment of the payment. The Service user is liable for providing correct and sufficient information and is liable to indemnify the Service provider for any taxes, charges, and other consequences to the Service provider resulting from incorrect or insufficient information.
5.4. Service fee and additional charges
In connection with the salary payment, the service fee and additional charge set out in the price list of the Service provider are deducted from the accrued payment, VAT excluded. The amount of fees and charges does not depend on which part of the payment will be paid to the Service user as salary and which part as reimbursement of costs. The services included in the Service fee and additional charges are specified in the Service provider’s price list.
An additional service fee not exceeding 3 % can be charged from the Service user in case the Service user chooses to use the Advance on salary function by the Service provider, to obtain the salary before the assignor has paid the invoice, confirmed by the assignor. The requirements for advance salary are that we have approved and paid three invoices for our service user from the same client from whom the advance payment is requested. For an urgent payment order i.e. transfer without banks’ delay, a charge according to the price list will be deducted.
The Service user is not insured with the statutory employer’s accident insurance, but by an accident insurance taken by the Service provider, which insurance is valid according to the from time to time applicable terms and conditions. The Service provider has also taken a liability insurance covering the Service user, which insurance is valid according with the from time to time applicable terms and conditions. The Service user shall be liable in full for the deductible, unless agreed otherwise, or unless the Service provider has informed otherwise.
5.6.YEL insurance for self-employed persons’ pension
Principally, taking an YEL insurance for self-employed persons’ pension (“YEL insurance”) and paying the insurance premiums is the responsibility of the Service user. The entrepreneur is personally responsible for paying his/her insurance premiums. The Service user agrees to the Service provider taking an YEL insurance for the Service user in such cases when it is obligatory according to the applicable legislation, regulations, and their interpretations. The Service provider is entitled to manage and handle the Service user’s YEL-insurance matters with the pension insurance company on behalf of the Service user, including but not limited to monitoring the annual earned income of the Service user and activating or cancelling an YEL insurance contract for the Service user. In addition the Service provider has the right to notify the Service user on the cancellation of the insurance as well as the authority to use the online service of a client registered into Varma or another YEL-insurance company to take care of YEL-matters on behalf of the Service user. The Service user authorizes the Service provider to agree on the YEL insurance on the Service user’s behalf and to tender out the insurance companies in a manner best chosen, or to agree on the insurance with its co-operation partner. The Service provider shall be entitled to withhold the YEL insurance premiums from the Service user’s salary and to pay the premiums to the insurance company against an agreed charge. The Service user authorizes the Service provider to give to the pension insurance company information on paid salaries in order to help determine the correct starting date and ending of the insurance. The Service provider is entitled to receive information from the pension insurance company regarding the Service user, e.g. on the decisions regarding the YEL-insurance as well as information concerning payments and invoicing.
5.7. Unemployment protection
The Service user is aware that the Service user is considered to be an entrepreneur in issues regarding protection against unemployment.
The Service user authorizes the Service provider to agree on his/her behalf on a membership in an entrepreneurs’ unemployment fund, and to tender out funds offering such protection, in a manner best chosen. The Service user can within the Service make the decision at his/her discretion whether or not to approve possibly available extra offers comparable to social benefits, and/or other offers. The Service user does not commit to approve this type of extra services offered by the Service provider, but the Service user shall have the possibility to approve or not to approve the additional services.
6. Terms and conditions regarding the Entrepreneur service
6.1. Using the Entrepreneur service
The Entrepreneur service can be used by proprietorship entrepreneurs as well as by individuals operating through a limited liability company, who already have a Business ID or to whom a Business ID is obtained. The use of the Service requires identification of the Service user. The identified person and the limited liability company in question shall be jointly and severally liable for e.g. compliance with these Service terms and fulfilling all the obligations and settling all the payments to the Service provider.
The Service provider shall take care of obtaining the Business ID to the Service user in accordance with the Service terms, i.e. establishing an enterprise according to the information given and approved by the Service user, as well as for tasks determined in these Service terms and in the Service, for statutory payments and notifications for the time after the registration. As compensation the Service user shall pay the Service provider the Service fee and other possible charges in accordance with the from time to time valid price list.
The Service provider or any of its employees shall not become liable in a statutory position in the Service user’s enterprise. Only the Service user and persons having separately given their consent thereto shall be member(s) of the enterprise organs and liable for the statutory obligations regarding the business operation both during the use of the Service and after the expiry of the contract. The Service user represents and warrants that the Service user and other persons having a liability position in the enterprise, are aware of these obligations.
6.2. Invoicing and the clients’ account
The Service provider invoices the Service user’s assignor for the invoice price agreed between the Service user and the assignor to the Service provider’s bank account. The obligations of the Service provider related to the invoicing shall arise only after the assignor has paid the invoice to the Service provider’s bank account. The Service fee and charges, charges for additional services, as set out in the from time to time valid price list, and other Service provider’s receivables from the Service user will be deducted from the payment, whereafter the remaining sum will be transferred to the clients’ account of the Service provider. In the clients’ account the funds of the Service user are kept separated from the funds of the Service provider, and accounting segregation is secured from the funds of other service users.
The Service provider is entitled to use the clients’ account and the Service user’s funds deposited therein on behalf of the Service user in payment of services and additional services of the Service. The Service user accepts that the payments incurred from the use of the Service have precedence over other payments. The Service user has the right to withdraw and transfer funds from the clients’ account as salary or otherwise according to the Service terms.
The Service provider shall not be liable for the accuracy of the Clients’ account if the Service has been used in violation of the Service terms, laws or regulations.
The Service provider will prepare the Service user’s bookkeeping in compliance with legislation and regulations and on basis of the information provided to it. The Service user is obligated to submit sufficient and correct information to the Service provider, and to check the accuracy of the bookkeeping and established reports. The Service provider is only liable for the booking to be prepared in accordance with the given information.
Bookkeeping requires that all the business of the Service user under the Business ID is conducted through the Service.
The service provider shall deliver the bookkeeping documentation to the Service user when the contract ends.
The Service provider shall prepare and file the VAT returns and tax returns on basis of the information given to the Service provider.
The invoices to assignors shall be sent using the Service users Business ID and VAT ID in case the invoice includes value added tax. VAT-liability and e.g. the applicability of VAT relief (low turnover threshold) is always the responsibility of the Service user, and the Service user has the responsibility to check whether the customer belongs within the VAT reverse charge mechanism, and to inform the Service provider thereof.
The Service user is liable for its own taxation and filing the tax return, unless otherwise separately agreed. The Service user undertakes to comply with the instructions in the Service regarding the personal returns.
The Service user has the responsibility to find out, if and how the business might affect the possible benefits granted to the Service user, and the Service provider shall have no responsibility for such impacts.
The Service user authorizes the Service provider to take care of all measures incorporated in the Service, and undertakes to give the Service provider necessary authorizations needed for them and for possible additional services.
6.7 Money laundering etc. regulations
The Service provider is committed to complying with international regulations in prevention of terrorist financing and money laundering. In relation to these issues, the Service provider is entitled to follow the actions taking place in the Service and, if necessary, to make notifications of the observations to relevant authorities. The Service user commits to inform the Service provider in a separate notification of possible circumstances that require an additional notification, such as whether the Service user is a politically exposed person (PEP) or related party of a PEP. If the Service user should neglect this obligation to make the referred separate notification, this contract will be cancelled with immediate effect without any indemnity obligation from the Service provider.
6.8. Service fee and other charges
The service fee and other charges in accordance with the Service provider’s price list will be charged from the payment, VAT excluded, accrued from the invoice paid by the assignor.
The Service provider will not take care of any insurances of the Service user. It is the Service user’s own responsibility to obtain necessary and appropriate insurances for its’ operation.
6.10. Validity of the contract
The contract between the Service provider and the Service user shall be valid until further notice. The Service user can terminate the contract in writing with a notice period of one (1) month and the Service provider for its part with a notice period of three (3) months.
7. Sending out invoices and payment terms
The Service provider undertakes to invoice the assignments notified by the Service user by the Service notification form within three (3) business days from filing the notification. The service provider will invoice the amount based on any assignment in one lot and with two (2) weeks’ payment term, unless otherwise stated in the billing instructions of the assignor. The Service provider, however, reserves the right not to approve and not to send invoices that would be contrary to these Service terms or the practices of the Service provider.
8. Uncollectible account
The Service user bears the risk of solvency and willingness to pay of the assignors as well as of uncollectible accounts. In case the Service provider has already paid the Service user a payment based on an invoice that the assignor will not pay partly or in full, or the Service provider has paid the Service user for any reason more than it should have paid, the Service user is obligated upon request to return to the Service provider the corresponding part of the payment received.
9. Intellectual property rights
The sole copyright and other intellectual property rights to the Service and its contents, data, and materials as well as to the trade names belong to the Service provider and its cooperation partners. The Service provider does not grant the Service user any rights to the referred contents or intellectual property rights, unless separately otherwise agreed.
The intellectual property rights of the Service user to the materials supplied in the Service remain with the Service user, and the Service provider will not use these to any other purpose than in carrying out the purpose of the Service.
10. Accuracy of the information
The Service user shall keep his/her username and password confidential and known only to the persons who are entitled to use the Service in the name and on behalf of the Service user, and the Service user shall be liable for all activities in the Service performed with his/her username.
The Service user shall be liable for that all the personal data and other details entered under its username e.g. relating to invoicing, bookkeeping, taxation, and cost allowances are correct, sufficient, up-to-date and belong to the business operation, and do not breach intellectual property rights of any third parties, or are otherwise unlawful. The Service provider will always notify relevant authorities of possible suspected malpractices.
11. Non-disclosure, personal data and use of information
The Service provider undertakes to keep confidential all material that shall be considered confidential in relation to the Service user, and to use it only in the cooperation between the Service provider and the Service user. This obligation remains in force until further notice also after the expiry of the contract between the parties.
To the extent the Service user is the controller in relation to the personal data processed in the Service and the Service provider is the personal data processor, the Data Processing Terms shall be applied. The Service user warrants that he/she has familiarized with the Data Processing Terms and approves the terms when starting to use the Service.
12. Availability of the Service and failures
The Service is available to be used on the Service provider’s server. The Service provider pursues to act in a manner that the Service is accessible without interruptions, but the Service provider is not responsible for interruptions in the availability of the Service. The Service provider has the right on justified grounds, at any time to suspend or stop offering the Service or part of it completely or in part.
The Service user shall be liable to inform the Service provider of any detected breaks or errors in the Service operation.
13. Ceasing to offer the Service, damages and right to set-off
In case the Service user is in breach of the Service terms of the Service, laws, or regulations, or neglects a contractual payment to the Service provider despite of a reminder, the Service provider shall have the right to cease offering the Service as well as to annul the Service user’s username with an immediate effect. The Service user breaching the Service terms or causing damage to the Service provider shall be liable to indemnify the Service provider for all the direct and indirect damages in full.
The Service provider shall not be liable for any damage that might be caused by the Service user’s work performance invoiced through the Service, other use of the Service, or features or faults of the Service, interruptions in the Service use, or destruction, disappearance, conversions, delays of data or files, or damage or costs caused thereby, such as costs caused by regenerating of files. In any case, the liability for damages by the Service provider will always be limited to the liability prescribed in the mandatory legislation, at maximum, and the Service provider will not be liable for any indirect damages.
The Service provider shall be entitled to set-off its receivables in full, from the Service user against the net salary payable to the Service user, or from the Service user’s funds entrusted to the Service provider.
14. Dispute settlement and governing law
Any disputes arising of or relating to these terms and conditions, this Contract or the Service that are not amicably settled in negotiations shall be solved by the Helsinki District Court as first instance. This contract and the Service are governed by the laws of Finland.
The English language translation of these Service terms is a part of FREE customer service and for convenience only. Should there be any discrepancies between the Finnish language version and the English version, the Finnish version shall prevail.