These terms and conditions set out the detailed terms and conditions for Mr. Toucans ApS's provision of services to its customers and form an integral part of the contract between the Customer and Mr. Toucans, as well as any supplementary agreements.
1.1. All deliveries from Mr. Toucans are made in accordance with these terms and conditions of trade and delivery, unless otherwise agreed in writing.
2.1. Mr. Toucans shall be bound by its offer, regardless of how it is designated, at the earliest when Mr. Toucans has sent its written order confirmation. Mr. Toucans is entitled to revoke the offers sent by Mr. Toucans.
2.2 Offers are made with an acceptance period of 30 days. Offers and documentation may not be transferred by the buyer to third parties. The buyer's order, acceptance, etc. is only binding on Mr. Toucans after submission of a written order confirmation.
3.1. Mr. Toucans reserves the right to impose administrative fees in connection with orders below a certain amount, wasted journeys, unjustified complaints and other similar circumstances.
3.2. Mr. Toucans may, at any time and without prior notice, change the price lists for our products, including third-party products, as well as fees and return deductions, etc.
3.3. Prices are calculated on the basis of Mr. Toucan's price list or hourly rate applicable at the time of placing the order. Prices are stated excluding VAT, freight, etc., in Danish kroner (DKK) and are subject to documented, significant changes in circumstances relating to the agreed delivery and which are beyond Mr. Toucans' control, e.g. exchange rates, prices from subcontractors, customs duties, taxes and charges.
3.4. Mr. Toucans is entitled to adjust the price if the material supplied by the customer is defective. Examples include, but are not limited to, photos, text or unfinished text.
3.5. For hosting, the price is adjusted at the end of the agreement period. The adjustment is stated on the invoice. The hosting period is a minimum of 12 months and cannot be credited unless otherwise agreed in writing.
4.1. The customer guarantees that the information provided is correct.
4.2. The customer must, as soon as possible after the agreement has been entered into, deliver all content that Mr. Toucans deems to be relevant material. This includes, but is not limited to, text, images, access information, etc. All material must be delivered no later than 14 days after the agreement has been entered into, unless otherwise agreed in writing. The customer must be in possession of all rights to the material delivered to Mr. Toucans, including intellectual property rights, copyrights, website rights, and must guarantee that the material does not infringe on the rights of third parties.
4.3. Mr. Toucans reserves the right to either postpone the delivery date or invoice the customer if relevant material has not been submitted on time, cf. section 4.2.
4.4. The customer agrees that Mr. Toucans may use the work performed as a reference for marketing purposes, including mentioning the customer's business name in the reference, regardless of whether this is a registered trademark.
4.5. Mr. Toucans is entitled to disclose necessary information about the customer to official naming authorities such as DK Hostmaster etc., if the disclosure serves a legitimate purpose.
4.6. It is the customer's own responsibility to terminate any previous agreements with third parties, including agreements with hosting providers and other web agencies, etc.
4.7. Mr. Toucans is not bound by the agreement if, in Mr. Toucans' opinion, it subsequently proves to be too extensive. In this case, the customer will not be invoiced, nor can the customer make any claims against Mr. Toucans.
5.1. When sending payment reminders.
Payment reminders are sent in accordance with Danish law, which consists of a reminder fee, the applicable interest rate on the total amount, and an administration fee per payment reminder.
5.2. In the event of payment default, Mr. Toucans is entitled to claim Mr. Toucans' costs for debt collection by a solicitor in full, and thus not only the maximum rates set by the Interest Act. Mr. Toucans is also entitled to invoice the entire agreed amount without deduction of saved costs.
5.3. Mr. Toucans can be paid in advance according to the agreed period or according to the order confirmation sent.
5.4. Mr. Toucans may, at its sole discretion, at any time require the buyer to pay cash, make advance payment or provide security.
5.4.1. The goods sold remain the property of Mr. Toucans until Mr. Toucans has received full payment.
6.1. Websites are delivered to a test domain, mock-up or similar, while SEO and online marketing are delivered directly to the customer's website or social media page. Corrections and/or changes can be made once (max. 3 hours) free of charge, unless otherwise agreed in writing.
6.2. The customer cannot invoke delay or lack of authority if the customer has corrections or changes to the design draft. Corrections may only relate to design.
6.3. Mr. Toucans is not responsible for whether the product is suitable for the buyer's intended purpose. Websites, SEO, online marketing or other services provided by Mr. Toucans are for guidance only, and Mr. Toucans cannot therefore be held liable for direct or indirect damage or similar caused by these services. Information in the buyer's project material, drawings, data and similar is not binding on Mr. Toucans unless this has been agreed in writing.
6.4. Mr. Toucans may change or discontinue products and specifications without prior notice. Mr. Toucans does not assume any project responsibility. Agreements that Mr. Toucans shall assist in connection with consulting, testing, support, project work, installation, start-up assistance, etc. are solely an agreement that Mr. Toucans shall provide a professionally sound effort, and the work shall be invoiced according to Mr. Toucans' time consumption, regardless of whether the buyer's intended result, effect or impact has been achieved.
7.1. The customer is obliged to inspect the product immediately upon receipt and to complain about any defects within 7 days of receipt. If the customer fails to comply with the specified deadlines, the customer forfeits the right to claim for the defect.
8.1. The customer may terminate any agreement by giving at least three months' written notice to the end of the agreement's binding period. The period is stated in the agreement, order confirmation or invoice.
8.2. If the customer does not terminate the agreement in a timely manner, the agreement will continue for a new period corresponding to the period agreed upon when the agreement was entered into.
8.3. Termination can only be effected by email to the address [email protected].
8.4. Mr. Toucans reserves the right to delete all design and content material 30 days after the termination of the agreement, unless the parties enter into another written agreement, cf. Clause 8.1.
8.5. With Mr. Toucans, the customer owns their own website, even if the product is moved. If the customer wishes to move their website from Mr. Toucans hosting or move the website to another webmaster, a fee will be charged for this.
8.6. If the customer has entered into a contract or agreement regarding one of Mr. Toucan's subscriptions, the subscription agreement will be automatically extended after the expiry of the agreement's binding period for the same period, unless it has been terminated in accordance with section 8.3. Subscription agreements are invoiced in advance for the entire binding period, unless otherwise agreed.
9.1. With a website subscription, the website and all content material is owned by Mr. Toucans. If the customer wishes to change webmaster and move the website from Mr. Toucans, it will be possible to purchase the website free of charge for the entire remaining part of the binding period.
9.2. If the customer has entered into a contract or agreement regarding one of Mr. Toucan's website subscriptions, the subscription agreement will be automatically extended after the expiry of the agreement's binding period. This means that the customer will continue to be invoiced on a monthly basis, but without any binding period.
9.3. After the expiry of the agreement's binding period, the customer is free to terminate the website subscription in accordance with clause 8.3. However, this will result in the website being shut down unless otherwise agreed.
10.1 Specific rankings on Google cannot be guaranteed when entering into an agreement regarding search engine optimisation (SEO). However, guarantees are offered to varying degrees depending on the package selected (the extent of which is noted on the order confirmation). If Mr. Toucans has not been able to fulfil the guarantee, the costs of the SEO subscription in question will be suspended until the guarantee has been fulfilled. However, the guarantee requires that the customer has implemented the requirements and proposed changes suggested by Mr. Toucans. No guarantee is given for SEO subscriptions or SEO special solutions, unless otherwise agreed.
At Mr. Toucans, we provide first-class support, delivered by prior agreement, typically in the form of a support agreement or a prepaid card. Enquiries associated with a support agreement or prepaid card will always be given priority.
Support includes website development and updates, SEO, online marketing, data processing, GDPR compliance, hosting, and training. Development and training are billed at 1.5 times the normal rate.
Support requests are received by telephone (+45 70 99 80 08) or email ([email protected]) from Monday to Friday between 9:00 a.m. and 4:00 p.m. Response time for support requests is between 1-2 business days.
12.1. Mr. Toucans owns all intellectual property rights to the developed material, including copyright to the graphic layout of the website and all modules, setups and design files, as well as the source code. Upon termination by the customer, the developed material may not be used, disclosed or sold without Mr. Toucans' express prior written consent. In this case, Mr. Toucans is entitled to claim royalties, unless the parties agree otherwise.
12.2. Mr. Toucans is entitled to claim reasonable remuneration and compensation if the developed product is used without prior consent. Reasonable remuneration is calculated as the total amount paid by the customer for the developed product.
13.1. Mr. Toucans will send a draft via a link to the customer's Facebook page, and the customer must immediately notify any corrections, which will be implemented as soon as possible after the notification has been sent.
13.2. Mr. Toucans reserves the right to invoice if material for the graphic design of the Facebook company profile has not been submitted by the customer in a timely manner, which under normal circumstances is 7 days, unless otherwise agreed in writing.
13.3. The customer also accepts third-party terms and conditions, including WordPress, Facebook INC., Google, LinkedIn, etc.
13.4. If these third-party companies make technical or systemic changes to their setup that require redesign of the customer's website, Facebook page or other social media page, Mr. Toucans is entitled to charge an amount to cover these expenses.
14.1. Hosting is defined as the operation and storage of content such as CMS, data, security, backups and support. Hosting is a service that covers a given period and is stated at any given time on the invoice sent, which is a minimum of 12 months.
14.2. Hosting covers, among other things, server usage and server space. If more space is required or the customer exceeds the usage limit, the customer may purchase additional space or reduce usage. Usage must be reduced within 10 working days after Mr. Toucans has sent written notice to the customer to this effect.
15.1. Under no circumstances shall Mr. Toucans be held financially liable for delayed deliveries, product defects or other costs that the delivery may have caused.
15.2. If the buyer's complaint proves to be unjustified and Mr. Toucans has carried out work or made deliveries in connection with attempts to remedy the defect, Mr. Toucans is entitled to invoice the buyer for the work, deliveries and other expenses incurred.
15.3. The following circumstances shall result in exemption from liability if they prevent Mr. Toucans from fulfilling the agreement or make fulfilment unreasonably burdensome for Mr. Toucans: labour disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilisation or military call-ups of a similar scope, requisitioning, seizure, currency restrictions, riots and unrest, lack of means of transport, general shortage of goods, restrictions on motive power, extraordinary interventions by EU authorities and defects or delays in deliveries from subcontractors due to the circumstances mentioned in this clause.
15.4. If force majeure occurs on the part of the buyer, the buyer must cover Mr. Toucan's costs for securing and protecting the products while the force majeure exists.
15.5. If the fulfilment of the agreement is prevented for more than 6 months due to force majeure, the parties are entitled to cancel the unfulfilled part of the delivery without compensation.
15.6. Mr. Toucans may transfer a domain upon conclusion or termination of an agreement for website development. Mr. Toucans cannot under any circumstances be held liable for losses, including data loss or indirect losses, nor can the customer claim that Mr. Toucans must remedy or correct any errors that may arise in this connection.
15.7. The buyer cannot hold Mr. Toucans responsible for uptime and security relating to the operation of the developed product. Mr. Toucans reserves the right to carry out repairs, maintenance or similar work resulting in downtime without the customer being able to make any claims. In such cases, Mr. Toucans will endeavour to give advance notice of the downtime via www.mrtoucans.dk or by email.
15.8. Mr. Toucans is solely responsible for product liability to the extent that such liability follows mandatory provisions of the Product Liability Act. Mr. Toucans is not responsible for damage to items, damage to the defective item, or damage to items incorporated into a product.
15.9. If a third party makes a claim against one of the parties regarding product liability, that party must immediately notify the other party. The buyer must indemnify Mr. Toucans if Mr. Toucans is held liable for losses for which Mr. Toucans, pursuant to sections 12.1 and 12.2, is not liable to the buyer.
15.10. Compensation will only be paid for direct, documented losses. Mr. Toucans is not liable for indirect losses, consequential damages and the like, including, for example, the buyer's operating losses, lost profits, lack of visits to the website, low conversion rates, etc.
16.1. If the customer materially breaches the terms and conditions of trade and delivery and the breach has not been remedied within 10 days after Mr. Toucans has sent a letter of demand to remedy the breach, Mr. Toucans is entitled to terminate the agreement without undue delay.
16.3. The following are considered material breaches, but are not exhaustive:
16.3.1. Customer's failure to pay,
16.3.2. The customer is not available during the development process,
16.3.3. Other obstacles attributable to the customer that prevent Mr. Toucans from fulfilling the agreement (customer's creditor's default).
16.4. If the customer materially breaches these terms and conditions, Mr. Toucans is entitled, in addition to terminating the agreement, to invoice in accordance with the agreement having been fulfilled. For ongoing services with a binding period, this means that Mr. Toucans is entitled to invoice for the entire binding period, regardless of whether the binding period has yet expired.
17.1. Mr. Toucans shall not be liable for any failure to fulfil Mr. Toucans' obligations if Mr. Toucans can prove that this is due to an obstacle beyond Mr. Toucans' control, such as, but not limited to, war, war-like situations, fire, strikes, lockouts, delayed or defective deliveries from subcontractors, hacker attacks, server crashes, power failures and internet connection failures. In such cases, Mr. Toucans is entitled to extend the delivery time accordingly or to terminate the agreement. As soon as the impediment has ceased, each party is bound by the agreement, unless Mr. Toucans has terminated it beforehand. An impediment lasting more than 3 months entitles each party to terminate the agreement.
18.1. Any disputes arising in connection with these terms and conditions shall be settled in accordance with Danish law and by the district court.
18.2. Any dispute between the parties arising out of the agreement and matters related thereto shall be settled in accordance with Danish law, regardless of the choice of law rules therein. The International Sales Law, Act No. 733 of 7 December 1988, and the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 shall not apply. Disputes shall be settled exclusively by the Danish courts in the jurisdiction where Mr. Toucans has its place of business that made the delivery.
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