These terms and conditions set out the terms and conditions for Mr. Toucans ApS' provision of services to its customers and form an integral part of the contract with the Customer and Mr. Toucans and any supplementary agreements.
1.1 All deliveries from Mr. Toucans are made in accordance with these terms of trade and delivery, unless otherwise agreed in writing.
2.1 Mr. Toucans shall not be bound by his offer, regardless of how these are designated, until Mr. Toucans has sent his written order confirmation. Mr. Toucans is entitled to revoke the offers submitted by Mr. Toucans.
2.2 Offers are submitted with an acceptance period of 30 days. Offers and documentation may not be transferred by the buyer to a third party. The buyer's order, acceptance etc. is only binding on Mr. Toucans after written order confirmation has been issued.
3.1 Mr. Toucans reserves the right to impose administrative fees in connection with orders below a certain amount, lost mileage, unjustified complaints and other similar circumstances.
3.2 Mr. Toucans may at any time, and without prior notice, change price lists for our products, including products from third parties 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 order placement. Prices are stated exclusive of VAT, freight, etc. in Danish kroner (DKK) and subject to documented, significant changes in circumstances relating to the agreed delivery that are not available to Mr. Toucans, e.g. exchange rates, prices from subcontractors, customs, taxes and duties.
3.4 Mr. Toucans is entitled to adjust the price if the material delivered by the customer is defective. For example, but 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 warrants that the information provided is correct.
4.2 The Customer shall, as soon as possible after the conclusion of the agreement, deliver all content that, in Mr. Toucan's discretion, is relevant material. For example, but not limited to, text, images and access information etc. All material must be delivered no later than 14 days after the conclusion of the agreement, 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 provide assurance that the material does not infringe third party rights.
4.3 Mr. Toucans reserves the right to either postpone the time of delivery or to invoice the customer if relevant material is not submitted on time, cf. clause 4.2.
4.4 The customer agrees that Mr. Toucans may use the work performed as a reference for marketing purposes, including including including the customer's business name in the reference, regardless of whether this may be a registered trademark.
4.5. Mr. Toucans is entitled to disclose necessary information about the customer to official name 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 shall not be bound by the agreement if, at Mr. Toucans' discretion, it subsequently proves to be too extensive. In this case, the customer will not be invoiced, nor can the customer assert 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, applicable interest rate of the total amount and administration fee per payment reminder.
5.2 In case of payment default, Mr. Toucans is entitled to claim Mr. Toucans' costs for debt collection by a lawyer covered in full, and thus not only the maximum rates set by the Interest Act. Mr. Toucans is also entitled to invoice the full contractual amount without deduction of saved costs.
5.3. Mr. Toucans can be paid in advance according to the agreed period or according to the submitted order confirmation.
5.4. Mr. Toucans may, at its sole discretion, at any time require the buyer to pay cash, prepay or provide security.
5.4.1 The sold goods remain the property of Mr. Toucans until Mr. Toucans has received full payment.
6.1 Websites are delivered to a test domain, mockup or similar, while SEO and online marketing is delivered directly to the customer's website or social media page. Corrections and/or changes can be made once (max. 3 hours) without charge, unless otherwise agreed in writing.
6.2 The Customer cannot invoke delay or defect remedies if the Customer has corrections or changes to the draft design. Corrections can only concern design.
6.3 Mr. Toucans is not responsible for whether the product is suitable for the purpose intended by the buyer. Websites, SEO, online marketing or anything else provided by Mr. Toucans are for guidance only, and Mr. Toucans can therefore not be held liable for direct or indirect damage or similar caused by these deliveries. Information in the buyer's project material, drawings, data and the like are not binding on Mr. Toucans unless agreed in writing.
6.4 Mr. Toucans may change or adjust products and specifications without prior notice. Mr. Toucans shall under no circumstances assume project responsibility. Agreements that Mr. Toucans shall assist in connection with advice, testing, support, project work, installation, start-up assistance, etc. are solely an agreement that Mr. Toucans will make a professional effort, and the work is invoiced according to Mr. Toucans' time spent, 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 defect within 7 days of receipt. If the customer does not comply with the stated deadlines, the customer forfeits the right to claim 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 in time, the agreement will run for a new period corresponding to the period agreed upon when the agreement was entered into.
8.3 Termination can only be made by e-mail to info@mrtoucans.dk.
8.4 Mr. Toucans reserves the right to delete all design and content material 30 days after termination of the agreement, unless the parties enter into another written agreement, see clause 8.1.
8.5 At 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 is payable for this.
8.6 If the customer has entered into a contract or agreement regarding one of Mr. Toucan's subscriptions, the subscription agreement is automatically extended after the expiry of the binding period of the agreement for the same period, unless terminated in accordance with clause 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 replace the webmaster and move the website from Mr. Toucans, it will be possible to buy the website free 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 is 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 commitment.
9.3 After the expiration of the agreement's binding period, the customer is free to terminate the website subscription in accordance with section 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 on search engine optimization (SEO). However, guarantees are offered to varying extents depending on the choice of package (the extent is noted on the order confirmation). If Mr. Toucans has not managed to live up to the guarantee, the costs of the SEO subscription in question will be paused until the guarantee is fulfilled. However, the guarantee presupposes that the customer has implemented the requirements and amendments proposed to the customer by Mr. Toucans. For SEO subscriptions or SEO special solutions, no guarantee is given unless otherwise agreed.
At Mr. Toucans, we provide first-class support that is delivered by prior agreement, which typically takes the form of a support agreement or a discount card. Requests that are linked to a support agreement or voucher will always be prioritized first.
Support includes website development and updates, SEO, online marketing, data processing, GDPR protection, hosting and training. Development and training is billed at 1.5 times the normal rate.
Support inquiries are received by phone(+45 70 99 80 08) or email(info@mrtoucans.dk) from Monday to Friday between 9:00 and 16:00. Response time for support inquiries is between 1-2 business days.
12.1 Mr. Toucans owns all intellectual property rights to the developed material, including the copyright to the graphic layout of the website and all modules, layouts and design files as well as the source code. Upon termination by the customer, the developed material cannot be used, disclosed or sold without Mr. Toucan's express and prior written consent. In this case, Mr. Toucans shall be entitled to claim royalties, unless the parties agree otherwise.
12.2 Mr. Toucans is entitled to claim reasonable compensation and damages 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 is 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 on time, 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 system changes in their setup that require redesign of the customer's website, Facebook page or other social media page, Mr. Toucans is entitled to charge amounts to cover these costs.
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 all times on the invoice submitted, which is a minimum of 12 months.
14.2 Hosting covers, among other things, server consumption and server space. If more space is required or if the customer exceeds the consumption limit, the customer may purchase additional space or reduce consumption. The consumption must be reduced within 10 business days after Mr. Toucans has sent written notice to the customer
15.1 Mr. Toucans can under no circumstances 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 turns out to be unjustified and Mr. Toucans has performed work or made deliveries in connection with attempts to rectify the situation, Mr. Toucans is entitled to invoice the work, deliveries and other expenses incurred to the buyer.
15.3 The following circumstances shall result in exemption from liability if they prevent Mr. Toucan's performance of the agreement or make performance unreasonably onerous for Mr. Toucan: labor dispute; any other circumstance beyond the control of the parties, such as fire, war, war, mobilization or military call-ups of similar scope. Mr. Toucans: labour disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization or military call-ups of similar scope, requisition, seizure, currency restrictions, riots and civil unrest, lack of means of transport, general shortage of goods, fuel restrictions, extraordinary interventions by EU authorities and shortages or delays in deliveries from subcontractors due to the circumstances mentioned in this section.
15.4 If force majeure occurs at the buyer, the buyer shall cover Mr. Toucan's costs to secure and protect the products while force majeure exists.
15.5 If the fulfillment 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 when entering into or terminating an agreement on website development. Mr. Toucans can under no circumstances be held liable for losses, including data loss or indirect losses, nor can the customer claim that Mr. Toucans must rectify or correct any errors that may occur in this connection.
15.7 The buyer cannot hold Mr. Toucans responsible for uptimes and safety regarding the operation of the developed product. Mr. Toucans reserves the right to make repairs, perform maintenance or similar resulting in downtime without the customer being able to make a claim. In such cases, Mr. Toucans strives to give advance notice of downtime via www.mrtoucans.dk or by email.
15.8 Mr. Toucans shall only be liable for product liability to the extent such liability follows mandatory statutory provisions of the Product Liability Act. Mr. Toucans is not liable for damage to property, damage to the defective, or damage to property incorporated in a product.
15.9 If a third party makes a product liability claim against one of the parties, such party shall immediately notify the other party thereof. The buyer shall indemnify Mr. Toucans if Mr. Toucans is held liable for losses for which Mr. Toucans, cf. Clauses 12.1 and 12.2, is not liable to the buyer.
15.10. Compensation is only granted for direct, documented losses. Mr. Toucans is not liable for indirect losses, consequential damages and the like, including e.g. the buyer's operating loss, lost profits, lack of website visits, low conversion rate, etc.
16.1 If the customer is in material breach of the terms of trade and delivery and the breach is not remedied within 10 days after Mr. Toucans has sent a demand letter to remedy the breach, Mr. Toucans is entitled to terminate the agreement without undue delay.
16.3 Material breach shall be deemed to be, but is not limited to:
16.3.1. non-payment by the Customer,
16.3.2. unavailability of the Customer 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 rights).
16.4 If the customer is in material breach of these terms, Mr. Toucans shall, in addition to terminating the agreement, be entitled to invoice in accordance with the agreement having been fulfilled. For ongoing services with a fixed term, this means that Mr. Toucans is entitled to invoice for the entire fixed term, notwithstanding that the fixed term has not yet expired.
17.1 Mr. Toucans shall not be liable for non-fulfillment of 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, strike, lockout, delayed or defective delivery from subcontractors, hacker attacks, server breakdown, power failure and internet connection breakdown. In that case, Mr. Toucans shall be entitled to extend the delivery time accordingly or to terminate the agreement. As soon as the hindrance has ceased, each party shall be bound by the agreement, unless Mr. Toucans has terminated the agreement beforehand. An impediment of more than 3 months shall entitle either 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 or in connection with the agreement shall be governed by Danish law without regard to its conflict of law rules. The International Sale of Goods Act, Act no. 733 of December 7, 1988, and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply. Disputes shall be settled exclusively by the Danish courts at the court in the jurisdiction where Mr. Toucans has the place of business that has made the delivery.
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