accounting services contract kl2004 · 2016. 4. 20. · © the association of finnish accounting...

© The Association of Finnish Accounting Firms, 3 June 2014 1

ACCOUNTING SERVICES CONTRACT KL2004

ACCOUNTING FIRM CLIENT Business name Business name

Business ID Business ID

Domicile Domicile

Contact person Contact person

Alternate Alternate

Address Address

Telephone Telephone

Telefax Telefax

E-mail E-mail

OBJECT OF THE CONTRACT The accounting firm shall provide the client with the services marked in the attached service specification. SERVICE CHARGES appear in one or several separate pricelists number or a pricelist here included. VALIDITY OF THE CONTRACT The contract is valid until further notice with a notice period of months. The contract is in force for a fixed term: CONTRACTUAL TERMS The services shall be provided in accordance with this contract, the above mentioned attachments and the attached General Conditions of Contract KL2004. Order of priority is 1) this accounting services contract 2) service specification and other contract attachments in numerical order and 3) General Conditions of Contract KL2004. General Conditions of Contract KL2004 include limitations of liability of the accounting firm. Limitations of liability apply to all the services produced by the accounting firm whether bookkeeping and accounting or other services, tax planning, advising on taxation and corporate law or other services provided by the accounting firm. This contract has been executed in originals, one for each signatory. SIGNATURES Date Date

Business name of accounting firm

Business name of client

Signature

Signature

Clarification of signature


The contractual terms including General Conditions of Contract KL2004 apply also to me (us), to the extent the services in accordance to their nature affect me (us) or have an influence in my (our) position. Date

Signature Signature



Partner Partner Signature Signature



Partner Partner


CONTRACT ATTACHMENTS

ü Accounting Firm’s Service Specification KL2004

Special Terms and Conditions for Processing Personal Data Annex N:o ü Pricelist KL2004

Accounting Firm’s Pricelist Annex N:o

Other Contract Attachments: ü General Conditions of Contract KL2004


ACCOUNTING FIRM’S SERVICE SPECIFICATION KL2004 ACCOUNTING FIRM

CLIENT

The assignment includes services in the service categories indicated below. The specific services to be supplied are indicated by check marks on the following pages of this service specification. The services are supplied in accordance with the accounting services contract, this service specification, other annexes to the contract and General Conditions of Contract KL2004.

Service category Date of commencing service provision

Date of most recent change

Keeping accounting records in compliance with the Finnish Accounting Act, VAT returns and income tax returns, and other statutory reporting

Services related to power of attorney for banking transactions

Additional client-specific reporting on accounting

Performance management and controller services

Payroll accounting

Invoicing and accounts receivable

Accounts payable

Tax consultancy

Corporate law consultancy

Restricted remote access to the software used by the accounting firm

Permanent archival

SIGNATURES Date Date

Business name of accounting firm

Business name of client

Signature

Signature




Keeping accounting records in compliance with the Finnish Accounting Act, VAT returns and income tax returns, and other statutory reporting Services at the outset of the contract

Arranging authorisation for submitting electronic notifications to the authorities

Assisting the client in obtaining a Katso ID and Katso authorisation

Drafting a power of attorney for the client’s approval using the procedure for a power of attorney for electronic data interchange

Arranging authorisation for other services

Assisting in authorisation for the accounting firm to retrieve machine readable account statements from financial institutions

Other services

Integration of the client’s reference figures into the accounting records on a monthly basis on an annual basis by monitored item

Integration of figures for the current financial period at voucher level on a monthly basis as total balances for the year to date by monitored item

Services during the contract

Processing sales data in day-to-day accounting cash basis based on invoices accrual basis

Processing data on purchases in day-to-day accounting cash basis based on invoices accrual basis

Processing data on personnel costs in day-to-day accounting cash basis accrual basis

Processing other data in day-to-day accounting cash basis accrual basis

Matching subsystems maintained by the client with general ledger accounting

Basic reporting: periodic income statements and balance sheets that are not intended for stakeholders or the authorities

Reporting on a subsidiary to a parent company. Name of parent company: Reporting schedule:

Periodic tax returns monthly quarterly annually

Delivering statutory general ledgers and journals at intervals of months

Depreciation accounting based on planned monthly depreciation

Meeting regarding the annual accounts prior to closing the books

Integrating the annual report drafted by the client into the balance book

Submitting the completed income statement and balance sheet, or the completed balance sheet book and the auditor’s report, if applicable, for publication, and submitting information on the confirmation of the financial statements and the distribution of profit for publication according to the date of filing the tax return

Submitting the completed balance sheet book and the auditor’s report, if applicable, and information on the confirmation of the financial statements and the distribution of profit for publication

Submitting notification of the distribution of dividend to the tax authorities

Delivery of annual accounts to third parties that regularly receive them:

Returning the client’s vouchers, documentation and correspondence for the financial period monthly annually other arrangement:


Compiling documentation and delivering it to the client for archival after the annual accounts have been completed

Long-term archival of the client’s accounting documentation and destroying the material after the statutory archiving period

Supplementary work, accounts and reports subject to additional fees, required by the authorities and independent of the accounting firm

Schedule for the delivery of the required data and documentation The terms of the General Conditions of Contract KL 2004 shall apply, in addition to which the parties agree on the following provisions: The client is responsible for having the capacity to supply and receive data in electronic form according to the instructions, guidelines and procedures of the Accounting Firm. The Accounting Firm may amend its procedures due to changes in information systems or other circumstances. The Accounting Firm shall inform the Client of such changes in advance where possible. The changes may require adjustments in the Client’s operations at the Client’s own cost. Required information and documentation Schedule, period or time of delivery

Data on sales

electronic file transfer posting list and posting summary copies of sales invoices

Other income vouchers Journal of payments and posting summary for sales Purchase invoices and other expense vouchers Posting list and posting summary of purchase invoices Journal of payments and posting summary for purchases Account statements and related vouchers Cash vouchers for petty cash transactions

Vouchers for financing transactions (loans, receivables, distribution of profit)

Duly confirmed self-prepared memos and adjusting-entry vouchers

Other self-prepared accounting documents duly confirmed (dated and signed)

Copies of minutes of administrative meetings Copies of financially significant contracts and commitments Information required for the preparation of reports working days before the due date

Information for closing the books and preparing the tax return within days of the end of the financial period

Services at the termination of the contract

General ledger accounting data record according to the accounting firm’s price list

Service shutdown in days

Long-term archival service is discontinued, client is responsible for long-term archival, effective (date)

The date of service termination


Services related to power of attorney for banking transactions Services at the outset of the contract

Delivering the documentation required to begin using banking services to financial institutions

Services during the contract The client is responsible for ensuring that the bank account has sufficient funds for making payments on their due dates

Retrieving bank account balances

Retrieving account statements, period: daily weekly weekday month

Retrieving bank references, period: daily weekly weekday month

Transaction queries

Payment of domestic invoices Accounting firm submits payment instructions to the bank

from the invoice approval system, after the client’s approval, without separate approval of payment on the invoice due date at another time

Payment of salaries and pensions based on the particulars of payroll accounting prepared by the accounting firm

Payment of employer’s contributions based on payroll accounting Payment of trade union fees based on payroll accounting Payment of travel expense compensation based on received information Payment of VAT Payment of urgent payments Payment of invoices to recipients outside the SEPA area Payment of urgent payments to recipients outside the SEPA area Requesting bank balance certificates Requesting itemisations of collateral pledged as security Payment of withholding taxes



The date of service termination


Additional client-specific reporting on accounting Report or service Reporting period

Accrual-based income statement and balance sheet. The valuation of inventory in day-to-day accounting is based on

inventory accounting physical inventory a computational estimate

Customised profit-calculation report

General ledger for accounts payable

General ledger for accounts receivable

Preparation of interim financial statements regularly

Preparation of interim financial statements based on a separate assignment

Capital adequacy monitoring

Analysis based on cash flow statement

Analysis of annual accounts according to the method used by the accounting firm

Statement of changes in financial position

Reporting on project monitoring

Cost-centre monitoring

Calculation of budget surplus or deficit

Group reporting

Schedule for the delivery of the required data and documentation Required information and documentation Schedule, period or time of delivery

Information required for the preparation of reports working days before the due date

Information required for additional work, reports and accounts resulting from separate assignments Based on agreement


Performance management and controller services Calculation or service Schedule or period

Budgeting and calculation of budget surplus or deficit

Cost accounting

Product profitability

Customer profitability

Pricing

Cash-flow forecasts

Adequacy of funds

Financial budgeting

Assistance in executive board work

Investment calculations

Assistance in applications for grants or participation in tenders for public contracts

Schedule for the delivery of the required data and documentation Required information and documentation Schedule, period or time of delivery

Information required for the preparation of calculations working days before the due date


Payroll accounting Contact persons for payroll accounting Client: Accounting Firm: The terms of the General Conditions of Contract KL 2004 shall apply, in addition to which the parties agree on the following provisions pertaining to payroll accounting: The client is responsible for the company-specific interpretation of legislation and contracts. The client is responsible for recording working hours. Applicable collective labour agreements: Pay periods and pay days: The accounting firm undertakes to calculate the client’s payroll and submit relevant notifications, effective as of . Processing of personal data The Payroll accounting service category includes the Special Terms and Conditions for Processing Personal Data. ü Only the persons at the Accounting Firm, who are required to do so in order to provide the service in

accordance with the working methods of the Accounting Firm, have the right to use the client’s File and the data included in it.

ü In order to protect the personal data, the Accounting Firm has provided the Client with appropriate reports before processing the data.

ü The Client and the Accounting Firm shall evaluate, verify and update the data protection arrangements in order to protect the personal data (timetable):

The Accounting Firm may use subcontractors to perform the service. ü The personal data processing phases:

have been described in the Special terms and Conditions for Processing Personal Data in the section called “Personal data processing phases”

have been described in the service category description that have been delivered to the client A description of the processing phases in the assignments that fall within the scope of the Accounting Services Contract :

ü Unless otherwise agreed, each party shall for their part ensure that the data does not refer to the wrong persons, that it is not lost and that it is not changed or exposed to parties whom it does not concern. Both parties shall keep their data system, the training of their personnel, the processing of data and their data security on such a level that problem situations can be prevented as well as possible. The party, on whose area of responsibility the problem situation has occurred, shall solve the problem by using means that are reasonably at their disposal.

Services at the outset of the contract

Arranging authorisation for submitting electronic notifications to the authorities

Drafting a power of attorney for the client’s approval using the procedure for a power of attorney for electronic data interchange

Assisting the client in obtaining a Katso ID and Katso authorisation

Payroll accounting by payment period

Calculation of monthly payroll Calculation of hourly payroll Calculation of remuneration Producing material based on law and authority reports Delivering the material produced based on law and authority reports to the recipients Delivery of payslips, method: Processing travel invoices


Formulating the payment data of the travel invoices

The formed payment instalments are sent to the bank only if payment has been agreed upon on the service specification form “Services related to power of attorney for banking transaction” Other reports and notifications

Posting summary for accounting purposes

Compiling documentation that is to be archived and delivering it to the client for permanent archival after the end of the calendar year

Additional payroll accounting services

Assisting the Client in drafting the description of the personal data file Claiming compensation from Kela Salary certificates Calculating exit salaries as a separate calculation Providing employee with employee specific information upon employee’s request Periodising holiday pay, period: Periodising employee expenses, period:

Monitoring the adequacy of advance payments of pension contributions as well as other statutory insurance premiums, period:

Informing the insurance company about the employee’s travel dates Overtime listings and overtime limit monitoring Monitoring holiday accumulations and holidays Application/applications for pay subsidy Monitoring accrued days off (in Finnish Pekkaspäivät)

Statistics reporting to the Central Statistical Office in Finland he employers’ organisation someone else, who:

Statutory filing of the payroll accounting. The files are delivered to the client annually how:

Meeting to discuss the quality/development of the payroll accounting annually another period, define:

Reconciliation of payroll and accounting Calculating the balance of hours accrued over or below the regular working time Sick leave listings Other absence listings Calculating average hourly earnings (in Finnish keskituntiansiolaskenta KTA)


Schedule for the delivery of the required data and documentation The terms of the General Conditions of Contract KL 2004 shall apply, in addition to which the parties agree on the following provisions: The client is responsible for having the capacity to supply and receive data in electronic form according to the instructions, guidelines and procedures of the Accounting Firm. The Accounting Firm may amend its procedures due to changes in information systems or other circumstances. The Accounting Firm shall inform the Client of such changes in advance where possible. The changes may require adjustments in the Client’s operations at the Client’s own cost.

Required data and material The timing of the delivery of data and material

Timesheets to be calculated, on the registration form in electronic form, define: working days before pay day

Travel invoices to be calculated, on the registration form in electronic form, define: working days before pay day

Calculations made by the client per pay period on the registration form in electronic form, define: working days before pay day

Changes in the fixed salaries / fringe benefits working days before pay day Data and material required for drafting certificates and

calculations that shall be made separately working days before due day

Amendments, removals and changes delivered by the client concerning personal data working days before due day


Transferable files for itemised payroll transactions for the calendar year, based on the accounting firm’s price list

In the event that the contract is terminated in the middle of a calendar year, the accounting firm will deliver transferable files for itemised payroll transactions for the contract period, based on the accounting firm’s price list

In the event that the contract is terminated in the middle of a calendar year, the accounting firm will deliver all statutory employer’s annual returns for the contract period to the client directly to the recipients


Date of service termination

SPECIAL TERMS AND CONDITIONS FOR PROCESSING PERSONAL DATA Annex N: o 1 Introduction The Accounting Firm and the Client (together the “Parties”) have entered into an Accounting Services Contract, by which the Client authorises the Accounting Firm to use the Client’s Human Resources Management File (hereinafter referred to as the “File”). In these Special Terms and Conditions that complement the General KL2004 Conditions, the terms regarding the processing and protection of personal data as well as measures related to personal data are defined. Should the Accounting Firm process third parties’ personal data in order to provide the service, what

has been said about the personal data of the Client’s employees shall apply where appropriate. 2 General rights and obligations The Parties are only allowed to process personal data which is directly necessary for the employee’s employment relationship and connected with managing the rights and obligations of the parties of the employment or with the benefits provided by the Client to the employee or which arises from the special nature of the work concerned. The Client is responsible for collecting the personal data.


The personal data shall be processed lawfully, carefully, in compliance with good processing practice and also otherwise so that the protection of the employees’ private life and other fundamental rights which safeguard their right to privacy are not restricted without legal basis. Unless otherwise provided by law, the Parties may process information concerning an employee’s state of health only if the information has been collected from the employee him/herself, or elsewhere with the employee’s written consent, and the processing of the data is necessary in order to pay sick pay or other comparable health-related benefits. The personal identity number may only be processed to the extend it is necessary to unambiguously identify the employee in order to execute the rights or duties of the employee or the Client. The Parties are responsible for monitoring the use of personal data. The Accounting Firm shall deliver to the Client upon request, in electronic format, within a reasonable time and to a reasonable extent, log and other data that are necessary for monitoring the use of personal data. When transferring personal data between the parties it must be ensured that the data is not changed or lost during the transfer. When the Accounting Services Contract ends, the confidentiality obligation and obligation to protect information provided for in these conditions will remain in force unchanged. 3 Confidentiality and protection of information Each party shall for their part ensure that they are familiar with the content of applicable data protection and other secrecy and confidentiality provisions as well as regulations provided by authorities. The Parties shall also ensure that the provisions/regulations are applied in practice. The Parties shall ensure that if someone from their personnel has learned about another person’s characteristics, personal state or economic situation while performing their duties, he or she will not disclose this information to a third party without legal grounds. The personnel of the Accounting Firm has provided the firm with a non-disclosure agreement concerning customer and personal data. The Parties shall carry out the technical and organisational measures necessary for securing personal data against unauthorised access, accidental or unlawful destruction, manipulation, disclosure and transfer and other unlawful processing. The techniques available, the associated costs, the quality, quantity and age of the data, as well as the significance of the processing to the protection of privacy shall be taken into account when carrying out the measures.

Data protection arrangements are evaluated, verified and updated on a regular basis in accordance with a timetable agreed upon by the Parties. 4 The rights and duties of the Client The Client is the controller as referred to in the Personal Data Act, for the use of whom the File has been set up and who is entitled to determine the use of the File. The Client is able to supervise the processing of personal data and to give orders and instructions about the same to the Accounting Firm. Through the Accounting Services Contract, the Client provides the Accounting Firm with the right to use the personal data necessary for carrying out the Accounting Services Contract. The Client is responsible for informing the Accounting Firm about any amendments, removals and changes to the personal data without delay. Before collecting personal data or creating the File, the Client shall define the purposes of the processing of personal data, as well as the regular source of personal data and the regular recipients of personal data. The purpose of the processing shall be defined so that the operations in which personal data are being processed (payroll, among other things) are made clear. The Client shall keep a copy of the Act on the Protection of Privacy in Working Life as well as the description of the personal data file available to the employees at the workplace. The Client shall ensure that everybody have the right, notwithstanding the confidentiality regulations and after providing the facts necessary for locating the data, to learn what information has been stored about them in the File or that there is no information about them in the File. The Client shall inform the employee about the File’s regular sources as well as regular recipients, and take care of other notification duties that the controller has. If the Parties have agreed that the Accounting Firm shall assist in drawing-up the description of the personal data file, the Client shall provide the Accounting Firm with the information required. The Accounting Firm will deliver the description only to the Client. The Client shall take care of all other measures related to the description of the file. 5 The rights and duties of the Accounting Firm The Accounting Firm may use the File only to perform the services in the service specification of the Accounting Services Contract and only in accordance with the Accounting Services Contract and applicable law. The Accounting Firm undertakes to process the personal data received from the Client only to the extent necessary for providing the service mandated by the Client. The Accounting Firm is obliged to protect the Client’s File and its data.


At the Accounting Firm, only the persons whose tasks so require have the right to process personal data. The Accounting Firm undertakes to ensure that other clients using the Accounting Firm’s services cannot access the personal data provided by the Client. The Accounting Firm has to keep the personal data it has received confidential and may only use it in the ways and for the purposes specified in the Accounting Services Contract. The Accounting Firm may only use the personal data it has received as a result from the Client’s mandate in its own operations, transfer it, process it, and combine it with other material in its possession to the extent this is authorised by and for carrying out tasks laid down in the Accounting Services Contract. This clause shall remain in force also after the contractual relationship has ended. The Accounting Firm may not use subcontractors in the processing of personal data without the consent of the Client. If it has been agreed that the Accounting Services Contract shall be transferred, the rights and obligations regulated in these Terms and Conditions will be transferred as such to the transferee. The Accounting Firm shall immediately apply amendments, removals and changes provided by the Client concerning personal data in the processing of personal data. The Accounting Firm shall remove unnecessary and/or outdated personal data from the File by destroying it within a reasonable time from the moment it found out about the changes/that the data was outdated, unless otherwise provided by law or regulations of authorities. The Accounting Firm has the same obligation at the termination of the Parties’ Accounting Services Contract, unless the Client requests the data to be sent to a new contracting party.

Personal data processing phases The personal data processing phases have been described in the Parties’ process description concerning payroll administration/agreement. Unless otherwise agreed, the processing is the following: The employee informs the Client about their personal data and any changes in the data who thereafter gives the data to the Accounting Firm. Either the Client itself or the person in charge of payroll at the Accounting Firm transfers the reported data to the File that he or she can access by using a user ID and a password. The person in charge of the payroll processes the data in a payroll system, delivers payslips to the Client in electronic format and to the employee by regular mail, and provides the bank of the Client with data in electronic format necessary for payment. Additionally, the Accounting Firm prepares other statements agreed upon with the Client and delivers them electronically and in the form required by law to the Client as well as to other parties agreed upon with the Client. Any hardcopy information is stored only to the extent and for the time necessary in a space that cannot be accessed by others than the person who processes personal data and is in charge of the Client’s payroll at the Accounting Firm and his/her deputy. 6 Problem situations, procedures and liabilities Unless otherwise agreed, each party shall for their part ensure that the data doesn’t refer to the wrong persons, that it isn’t lost and that it is not changed or exposed to parties that it doesn’t concern. Both parties shall keep their data system, the training of their personnel, the processing of data and their data security on such a level that problem situations can be prevented as well as possible. The party, on whose area of responsibility the problem situation has occurred, shall solve the problem by using means that are reasonably at their disposal.

© Association of Finnish Accounting Firms, 3 June 2014 14

Services related to invoicing and accounts receivable Services at the outset of the contract

Initiating the sending of electronic invoices through a bank using the accounting firm’s ID Initiating the sending of electronic invoices using an operator

Compiling a power of attorney or other documentation for the purpose of retrieving a machine-readable account statement and lists of reference transfers from the bank

Initiating the use of a debt collection agency’s electronic service Compiling customer and product data from a transfer file supplied by the client Establishing a client company in a jointly used application Establishing user accounts and authorisations in a jointly used application Establishing other required information, registers and posting data/models in a jointly used application.

Services related to invoicing and accounts receivable

Invoices based on an invoicing template supplied by the client Invoices based on a transfer file supplied by the client Checking accounting entries made by the client Sending paper invoices to recipients Sending invoices to recipients as electronic invoices or as paper invoices produced using a printing service Maintaining user accounts and authorisations in a jointly used application Maintaining customer data in a jointly used application Maintaining product data in a jointly used application Maintaining other data/registers in a jointly used application

Services related to accounts receivable

Service Schedule, period or time of delivery

Saving invoices in the ledger based on copies of invoices, or invoice list, supplied by the client working days before the due date

Saving invoices in the ledger based on a transfer file supplied by the client

Matching invoice materials with the client’s invoicing system monthly other period:

Recording payments from payment reference lists

Recording payments without references from account statement

Recording payments from a point-of-sale system report

Matching payments with cash accounts monthly other period:

Transferring data to general ledger by transaction from an integrated system as a transfer file

Transferring data to general ledger as a posting summary as a transfer file from a memo voucher

monthly other period:

Matching open invoices on the ledger with accounts receivable on the general ledger


Checking accounting entries made by the client and making corrections in the general ledger

First payment reminder sent automatically days after the due date

First payment reminder sent to customers designated by the client

working days after being assigned by the client

Transferring receivables selected by the client to the debt collection agency used by the client

Recording doubtful debts as credit losses when instructed to do so by the client

Reports related to invoicing and accounts receivable

Invoice list Accounting subsystem’s primary ledger and journal at intervals of months Customer-specific sales statistics List of receivables, period List of overdue receivables, reporting period


Transfer file of open invoices, charged according to the accounting firm’s price list Service shutdown in days



Services related to accounts payable Services at the outset of the contract

Initiating the receipt of electronic invoices through a bank using the accounting firm’s ID Initiating the receipt of electronic invoices using an operator Initiating the receipt of paper invoices through a scanning service Authorising the client to add purchase invoices to the system Establishing supplier information based on a transfer file supplied by the client Establishing a client company in a jointly used application Establishing user accounts and authorisations in a jointly used application Establishing supplier information in a jointly used application Establishing posting models in a jointly used application Establishing purchase invoice approval processes in a jointly used application Establishing other required information and registers in a jointly used application

Services related to accounts payable

Receiving online invoices and/or electronic invoices via a scanning service The invoice also states the client’s address for VAT deduction purposes.

Acting as the invoicing address for paper invoices. The invoice also states the client’s address for VAT deduction purposes.

Scanning the client’s paper invoices into the system

Selecting verifiers and approvers from the verifiers and approvers specified by the client for invoices in the invoice approval process

Posting entries for invoices received Checking accounting entries made by the client and making corrections in the invoicing documentation Transferring approved invoices to accounting and preparing instalments Recording invoices as paid Maintaining user accounts and authorisations in a jointly used application Maintaining supplier data in a jointly used application Maintaining account list data in a jointly used application Maintaining information and registers in a jointly used application

Instructions for the payment of instalments are submitted to the bank only if payment has been agreed upon on the “Services related to power of attorney for banking transactions” service specification form Reports on accounts payable

Payment lists by instalment List of purchase invoices Accounting subsystem’s primary ledger and journal at intervals of months Client-specific supplier reports on purchases List of accounts payable, period


List of overdue payables, reporting period


Transfer file of suppliers, charged according to the accounting firm’s price list Transfer file of suppliers, € + VAT Service shutdown in days



Reporting of construction and maintenance services The service is launched when processing of personal data has been agreed upon in the service specification for Payroll accounting. The Special Terms and Conditions for Processing Personal Data are attached to the contract when the services of this service category are launched. Services at the outset of the contract

Assisting in updating the “Katso” authorisation when the role “Vertailutietojen ilmoittaja” (Provider of comparative data) is used

Assisting in determining access rights so that the accounting firm can use the information system administered by the client

Services during the contract when the client is the contractor

Registration of the contractor to the common construction site/sites

Employee information Submitting employee information to the register of tax numbers of the Finnish Tax Administration Registering employees for the construction sites as required from the project supervisor Assisting in obtaining tax numbers for foreign employees

Construction project invoicing Construction project invoicing by electronic invoices, incl. construction site IDs Construction project invoicing by paper invoices, incl. construction site IDs

Schedule for the delivery of required data and material Required data and material Timetable, period and delivery time

Basic information about the employees in accordance with the requirements of the Finnish Tax Administration working days before due date

Disclosing invoicing information as agreed upon in the service specification regarding “Services related to invoicing and accounts receivable”, incl. construction site IDs

Services during the contract when the client is the customer

Reporting construction contracts entered into per construction site to the Finnish Tax Administration Reporting construction invoices per construction site to the Finnish Tax Administration Reporting advance payments per construction site to the Finnish Tax Administration Notification that the work has been interrupted / not active Notification that the construction site has been interrupted / not active Notification that the construction site has ended

Compiling documentation over the ended construction sites that is to be archived and delivering it to the client for permanent archival after the end of the calendar year



Deliver information about construction contracts to the Accounting Firm working days before due date

Deliver information about the construction invoices to the Accounting Firm working days before due date

Deliver information about interrupted and ended work to the Accounting Firm working days before due date

Services during the contract when the client is the project supervisor

Maintaining information about the construction sites

Delivering personal data of the employees / independent workers of the construction site to the Finnish Tax Administration

Compiling documentation over the ended construction sites that is to be archived and delivering it to the client for permanent archival after the end of the calendar year


Information about the construction site working days before due date Information about all the employees and independent workers

that have worked on the construction site during the past month working days before due date


Services at the termination of the contract in accordance with specifications of other service categories agreed upon


Corporate law services Services at the outset of the contract


Corporate law consultancy services as ordered by the client Establishing a corporation Change of corporate form Preparing minutes of Board meetings Preparing minutes of General Meetings of Shareholders Services related to share issue




Tax consultancy Services at the outset of the contract


Tax law consultancy as ordered by the client Determining optimal dividend distribution amount and timing




Long-term archival Services at the outset of the contract




Restricted remote access to the software used by the accounting firm Services at the outset of the contract


The accounting firm grants the client read-only access to the following areas of the application: The accounting firm grants the client full access to the following areas of the application:




Services at the outset of the contract



© Association of Finnish Accounting Firms, 7 November 2011 1

GENERAL CONDITIONS OF CONTRACT KL2004

These conditions of contract shall be applied to services, offers, order confirmations and services contracts of the accounting firm. Offer 1. An offer of an accounting firm shall be valid for a period of 30 days from the date of the offer, unless otherwise stated in the offer. Entry into force of the contract 2. The contract enters into force by signing of the service contract by both parties or when the accounting firm has confirmed the order of the client. Services 3. The tasks to be performed by the accounting firm are marked with an x in the service specification (hereinafter Services) attached to the contract. If the accounting firm performs on the basis of an order other than the marked services mentioned in the attachment, these terms apply to them as well. The accounting firm starts to provide the Service forthwith after the client has given the accounting firm necessary information and material and paid a possible advance payment. Accounting firm shall provide the Services carefully and professionally in accordance with the working and reporting methods of the accounting firm. Basic Information 4. The client shall see that the accounting firm always has up to date basic information on the client (hereinafter Basic Information). Such information include contact, personnel, financial year, trade register information, industry, domicile, nationality, members of the board of directors and other necessary information and instructions on the measures to be taken. The client shall name a contact person, to whom the accounting firm can turn if needed to obtain information or decisions in relation to the Services. A party shall inform the other party if the contact person is changed. Giving of information and instructions on measures to be taken 5. The Client shall supply the accounting firm with the information and material necessary to perform the Services well enough in advance in order to enable the accounting firm to carry out its tasks properly within normal working hours. Unless otherwise agreed, the material must be available to the accounting firm as follows: – entire accounting material by the 10th day of the

month following the end of the month in question – material relating to calculation of salaries 7 days

before the acceptance and payment date – material relating to financial statements and

taxation no later than within 30 days from the end of the financial year

– other material no later than 10 working days before the due date. The client contributes to the producing of the Services and carefully fulfills its own tasks in accordance with the contractual terms and instructions and recommendations of the authorities and the accounting firm. Enquiries and requests of the accounting firm shall be responded to without delay.

Confidentiality 6. The party shall keep confidential the other party’s trade secrets and other confidential information brought to his knowledge. They cannot be used to any other purpose than to fulfill the contract. The offer, order confirmation and contract with its terms and thereto included plans and schemes and other material are regarded as confidential. The confidentiality obligation shall survive the termination of the contract. The parties shall ensure that also their employees undertake to observe the confidentiality obligation. Validity of the contract 7. The contract is valid until further notice with a two months’ notice period, unless otherwise agreed. If neither of the parties gives a notice on a fixed term contract at least two months before the end of the agreed fixed term, the contract is valid until further notice with a two months’ notice period. Interruption of the Services and termination of a contract with immediate effect 8. The accounting firm has the right to interrupt the Services, if a) the payment to the accounting firm is delayed with

more than seven (7) days, b) the client does not provide the necessary

information or material in due time or does not otherwise properly contribute to the provision of the Services, or

c) client breaches the contract in some other manner or breaks the laws, orders, instructions or recommendations of the authorities significant to the provision of the Services.

If the client does not correct the situation within seven (7) days from the written remark of the accounting firm, the accounting firm has the right to terminate the contract with immediate effect. 9. The client has the right to terminate the contract with immediate effect, if the accounting firm essentially breaches the contract and does not begin to correct the situation within seven (7) days from the written remark of the client. 10. A party may terminate the contract with immediate effect, if the other party is declared bankrupt or applied for reorganization or arrangement of debts.


Certain services upon the termination of the contract 11. If the contract terminates before the closing of the accounts of the financial year ended during the validity of the contract is made, the accounting firm will close the accounts, if the client pays an advance payment and provides the accounting firm with information and material needed for the closing of the accounts. If the contract terminates in the middle of the financial year, having received the advance payment the accounting firm prepares the itemization of the balance sheet ac-counts based on the information available to it. Equally, the accounting firm shall prepare the necessary itemizations of the calculation of salaries and payroll accounting. The accounting firm charges the costs and a fee of the aforementioned Services according to its practice. Rights to the material, right of retention to the material, transfer of the material to the client 12. The rights to the material and the databases produced by the accounting firm belong to the ac-counting firm. This condition has no effect on the rights the client has to the material it has submitted to the accounting firm. The accounting firm has the right to have in its possession the material prepared for the client on the basis of the material the client has submitted to the accounting firm or otherwise until all the receivables of the accounting firm from the client have been paid, unless nothing else is regulated in mandatory bankruptcy or other legislation. The accounting firm shall transfer the material to the client forthwith upon payment. The client shall take care of the picking up of the material at its own expense. If the client does not come to pick up the material on a due date given by the accounting firm at the latest, the accounting firm will send it as registered collect on delivery, unless otherwise agreed. The accounting firm has the right to keep the copies of the material it has produced also after the termination of the contract. The accounting firm keeps the Basic Information at least five years from the termination of the contract. The accounting firm has the right to collect a fee on the keeping of the client’s material. Charges 13. The accounting firm’s principles for charging have been agreed upon in contract attachments. In addition to the fee, the Client shall compensate the accounting firm for necessary direct travel and other costs. Unless otherwise agreed, additional work shall be charged in accordance with the accounting firm’s practice. Payable additional work is e.g. processing of delayed material and amendment work of the account scheme or other material caused by amendment of law or orders of the authorities or recommendation of the branch to be taken into use as well as supplementary work due to a request or a notification of authorities or other additional work which is not due to the accounting firm. If the request or a notification of authorities is resulting from an error or negligence due to the accounting firm,

the additional work performed due to the request is not chargeable.

The charges do not contain VAT, which is added itemized to the charges together with all the other indirect taxes and charges ordered by the authorities.

Service charge is payable also during the notice period in accordance with the price list of the accounting firm, even though no Services have been ordered and performed during the notice period. The grounds for the charge may be e.g. a monthly charge corresponding to the average monthly charge of the previous six months. Terms of payment, consequences for default 14. Unless otherwise appears in the price list of the accounting firm or otherwise agreed, the terms of payment is fourteen (14) days from the date of the invoice and interest on overdue payments as set forth in the Act on Interest. The accounting firm has the right to charge the collecting costs of a delayed payment. Complaints regarding the invoices 15. Complaints regarding the invoices shall be made in writing within ten (10) days of the date of the invoice. Changes of the payments and the General Conditions of Contract 16. In case of changes in labor costs or in other bases for determining charges, the accounting firm has the right to adjust its charges accordingly. 17. If these General Conditions of Contract applied in the contract change, the accounting firm shall have the right to change the contractual terms by replacing the General Conditions of Contract with the amended General Conditions of Contract. 18. The accounting firm shall notify the client of the aforementioned amendments in writing, no later than thirty (30) days before the adjustment enters into force. Then the client shall have the right to give a notice in writing within fourteen (14) days of the date of the notification to terminate the contract on the effective date of the adjustment. 19. In case the charges or the bases for determining the charges change due to amendment of law or orders of the authorities, the accounting firm shall have the right to amend its charges accordingly. The changes shall be notified fourteen (14) days before they become effective. Responsibilities of the parties 20. The client, having a legal obligation to keep books, is responsible for its bookkeeping, as a taxpayer he is responsible for paying the taxes and as an employer he is responsible for the obligations related to the employer status. The client is responsible for properly making all the surveillance and official notifications and obtaining the necessary permits. These responsibilities do not transfer to the accounting firm. The client shall see that the appropriate material describing business


transactions is collected, kept and delivered to the accounting firm. The responsibility for the correctness, completeness and pertinence for bookkeeping purposes of the information and material supplied to the accounting firm rests with the client. The client decides on what calculations and reports shall be prepared and how they are exploited. 21. The accounting firm shall place the Services and its expertise at the client’s disposal in accordance with the contract and these General Conditions of Contract. The accounting firm shall notify the client of errors in the material supplied by the client. Unless otherwise agreed, the accounting firm shall, however, not be responsible for controlling or correcting any computational or other errors in the material provided by the client. 22. The accounting firm is liable for its breaches of contract with the limitation included in these General Conditions of Contract, error in its Services and negligence causing damages to the client. The accounting firm has the duty to compensate the damage only and to the extent that the client proves that due action according to the contract, carried out by the accounting firm on time, would actually have prevented the damage or limited it. Notifying of the error of the accounting firm and correction of it 23. If an error is discovered in the Service performed for the client by the accounting firm, the client must inform the accounting firm thereof without delay. The accounting firm shall then have the right and the obligation to correct the error it has caused without a charge, as soon as the circumstances permit. If the client neglects to report an error which it has detected, or which it should reasonably have detected, the client shall not have any right to make claims based on the error. Accounting firm is responsible only for its own activities 24. The accounting firm is not responsible for the taxes of the client, or for damages other than those mentioned in Section 22 above. The accounting firm is not liable for the damages caused by the inadequateness, incorrectness or tardiness of the information or instructions or of the material provided by the client, or damages attributable to the client, or if the damage has been caused by a person, other than employee of the accounting firm, acting on behalf of the client. Nor shall the accounting firm be liable for damages caused by the fact that the client or somebody acting on his behalf other than employee of the accounting firm has not followed the relevant laws or regulations of the authorities or the terms and conditions agreed. The accounting firm is never responsible for commercial or managerial decisions. They are decided upon and answered for by the client.

Limitation of liability of the accounting firm to direct damages and to maximum amount 25. The accounting firm is not liable for indirect damages, like the loss of income, turnover or markets, interruption of production or service, lost profits or other thereto comparable damages.

Accounting firm will be responsible only for direct damage, which has been caused through its negligence. The maximum amount of liability of the accounting firm is however always Euros 10.000 per one event of damage and of all the damaging events appearing during the same financial year Euros 20.000 together. The damage shall be regarded as one event of damage even though the recurrence of the same defect had had influence in it and even though it would influence during several financial years. The damage is considered to have appeared in its entirety during that financial year when it appeared to its essential part, even though a part of the damage would appear during some other financial year.

Breach of a contract, defect or negligence in performing the Services does not cause any other consequences to the accounting firm than those aforementioned. Deadline for presenting claims 26. The client shall notify the accounting firm, without delay and in writing, of any claim it may have. If the matter involves an error or deficiency which is detected or can be detected immediately, the notification must be made immediately and in no case later than within fourteen (14) days. Unless an itemized claim is presented to the accounting firm within six (6) months of the detection of the damage, no compensation shall be paid. Furthermore, no compensation will be paid if a claim is presented when more than three (3) years has lapsed after the performing of the Service in question. Nonetheless, if the damage is caused by an error committed by the accounting firm appearing in the Service directly relating to the bookkeeping of the client, which can be residual tax inspected, the time for presenting the claim is six years from the performing of the Service in question instead of the aforementioned three years. Third party claims 27. Should a third party present one of the parties with a claim for damages based on the Services or the assignment contract, the other party must be notified of this without delay. Should the accounting firm pay damages to a third party, the client shall indemnify the accounting firm for the loss the accounting firm has incurred so far as it is not resulting from the error or omission of the accounting firm in observing of the contract terms. Subcontractors and the personnel 28. The party is responsible for the work performed by its subcontractors like it is responsible for its own work. Client’s obligations towards the accounting firm and the terms on the limitation of liability are in force also for the benefit of the subcontractors, personnel, shareholders and management of the accounting firm.


Liability insurance of the accounting firm 29. The accounting firm keeps in force at its own expense proper liability insurance. Upon the occurence of an event of damage the client shall for its part submit the insurance company with necessary reports and provide the insurance company with a possibility to assess the quantity and quality of the damage. Force majeure; grounds for release 30. If the fulfilment of either party’s contractual obligations is prevented, impeded or delayed owing to a circumstance beyond the party’s control, such as a strike, work boycott, lockout or other labour conflict, a fire or other accident or crisis situation, lightning damage or other act of nature, or due to a disturbance in the communications connections or electricity, the party concerned shall be released from the performance of its contractual obligations and from the sanctions as long as the circumstances require. Error or delay of the authorities or of a bank, a defect in equipment, software, information connections or lines, the breaking off, interruption, or disturbance of data communications or links, and an action taken by a network operator shall be deemed grounds for release. 31. The other party shall immediately be notified of the force majeure and the ending of it. Notifications 32. Termination or early termination of the contract, as well as other remarks and notifications according to the contract must be made demonstrably. Unless otherwise agreed, the notifications deem to have been made and come to the knowledge of the receiver the following working day of the date when, – they are left for the post to be delivered and

addressed to the address mentioned in the contract or notified later by the party in writing,

– they have been sent to the telefax number mentioned in the contract or notified later by the party in writing, or

– they have been sent to the e-mail address mentioned in the contract or notified later in writing by the party.

Electronic communication 33. The parties are each responsible for information security and antivirus and other protection software condition and updating. The parties know and accept that despite of this electronic communication may be disturbed. The parties may send each other emails and attachment files without encrypting them, unless otherwise agreed. The party is not responsible for the email or attachment file sent through the electronic communication system has been received unchanged or without delay. The limited remote login of the software used by the accounting firm 34. If it is agreed that the client produces part of the bookkeeping, accounting, or other material related to the Services through remote login of the application software used by the accounting firm through

information network, the following shall be applied, unless otherwise agreed:

Accounting firm acquires, subject to an extra charge, for use of the client a limited right to remote login to the application software the accounting firm is using. The application software is in a server named by the accounting firm or the software supplier, which has assigned the access right to the accounting firm. The client is responsible for constructing the data communication connection and the costs for transfer of information as well as the compatibility, functioning and maintenance of the user terminals and computers and the software it is using. The client must have available up to date antivirus and screen wall software. Unless otherwise separately agreed, the accounting firm is not responsible for the performance of the software in the operating environment of the client and not for the need for changes in the client’s operating environment caused by possible repairs, updates or maintenance of the software.

The client is responsible for its own use of the software and the contents, accuracy and the due form of the material created by the client with the help of the software. The material so produced by the client is considered to be accounting material assigned by the client to the accounting firm.

The client shall obey the instructions given by the accounting firm and/or a third party, such as the software supplier, and use the remote login right only to the agreed purpose. The client has no right without the written consent of the accounting firm to transfer further the remote login right in whole or in part or the material or the service produced with the help of the software, unless otherwise required by the mandatory rules of law.

The client shall carefully keep the remote login user names and passwords. Unless otherwise agreed, remote login user names can be used only by a user named by and belonging to the personnel of the client. The client is always responsible for the actions made by the user names given to the client.

The accounting firm can give customary advise over the phone on the remote login of the application software. Unless separately otherwise agreed, the accounting firm has no responsibility for the continuous availability of the application software free of interferences and breaks. The accounting firm is not liable for damages caused by the interferences and breaks. The client shall notify the accounting firm itemized of the interferences and the accounting firm pursues to solve the problem as soon as the quality of the interference reasonably requires and the solving is possible. The repairing may be performed e.g. by giving instructions to bypass the problem. If the interference is caused by other circumstances than those for which the accounting firm is liable, the accounting firm shall have the right to receive separate compensation for the work performed to investigate the interference. Infringement of intellectual property rights


The accounting firm is liable for the fact that the use of the remote login does not upon conclusion of the agreement infringe with intellectual property rights of a third party in force in Finland. In case a third party deems that the client infringes with his intellectual property right by using the remote login, the client shall forthwith notify the accounting firm in writing of such a claim. If the client authorizes the accounting firm to respond on its behalf to the claim of the third party and gives the accounting firm necessary information and help needed for the handling of the matter, the ac-counting firm handles it the way it deems the best at its own expense and is liable for the compensation possibly payable by the client. The payment of the compensation requires that the liability for the use of rights belong to the accounting firm in accordance with the contractual terms.

If the claim is accepted and legally valid or the accounting firm considers the claim justified, the accounting firm has the right at its discretion to – acquire at its own expense the right to continue the

use or part of it, – replace it with another functionally comparable right – change the remote login right so that the rights of a

third party are not infringed, or – end the remote login right without notice period. The infringement of a right is not deemed the fault or delay of the accounting firm. The liability of the accounting firm for the infringement of a right is limited to measures appearing in this section. The accounting firm is not responsible for the infringement of a right caused by the non-observance of the instructions given regarding the remote login. Validity and termination of the remote login right Each party may give one (1) month’s notice on the contract on the remote login right, unless otherwise agreed. The remote login right is in force not more than as long as the accounting firm has the right to use the application software. The remote login right ends not later than at the moment the accounting Services contract terminates. Recruitment limitation 35. Neither party may without the consent of the other party engage a person, who has performed tasks meant by and essential to the Services, employed at that moment or previously by the other party, or agree on any other arrangement in order to acquire the work input of such a person, before six months has passed

from the termination of the accounting Services contract.

Unless otherwise agreed, the party breaking the recruitment limitation shall pay the other party a compensation amounting to six (6) months’ gross salary of the employee in question.

The recruitment limitation is not in force, if the employment relationship has ended for a reason attributable to the employer. Transfer of contract 36. The transfer of contract is subject to a written consent of the other party. Amending of contract 37. Other amendments to the contract than those mentioned in sections 16-19 shall be agreed upon in writing. Previous contracts 38. Contract, which includes these terms of contract, supersedes all the previous contracts regarding the Services made between the parties and oral and written notifications. Dispute resolution 39. The parties pursue to solve their disputes through negotiations. Any disputes arising from this contract are to be brought primarily for settlement by mediation in accordance with the mediation rules of the Finnish Bar Association or when enabled by the law, in a court of law. Settlement may be brought to be confirmed by an arbitrator. Otherwise the disputes shall be settled by the district court of the domicile of the defendant. Other terms 40. These General Conditions of Contract and other documents mentioned in the contract shall be applied to this contract in accordance with the Laws of Finland. Information contained in the brochures, price lists and materials of the accounting firm are part of the contract only, if it is separately and explicitly stated so in the offer, order confirmation or contract. Order of priority 41. If the contractual instruments contradict, they are applied in following order of priority: 1. Accounting Services contract 2. Service specification and other attachments to the

contract in the numerical order 3. These General Conditions of Contract.

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