- Offer and basis of agreement
- Terms of payment
- Retention of title
- Terms of delivery
- Claims and responsibility for insufficiencies
- Limitations of liability
- Transfer of agreement
- Right of withdrawal
- Specific provisions
- Applicable court and jurisdiction
- Separate additional terms
1.1. Terms and conditions of sale and delivery (“Conditions”) apply to all orders, offers, order confirmations as well as sale and deliveries between the customer and Høks Aps (“Supplier”). This applies to delivery of a digital product, a work or service performance or a combination of these to the extent that the Conditions were not overridden in a written agreement. If there is a discrepancy between the customers trade/sales and delivery conditions or the customers accept, the Conditions take precedence. In the case of discrepancies between the Danish and English version of the Conditions, the Danish version takes precedence.
1.2. If a few points in Conditions aren’t valid or for some reason are not applicable, this will not influence the application or validness of the remaining determinations in Conditions.
1.3. Be aware of the mentioned limitations of liability in point 9.
2.0 Offer and basis of agreement
2.1. If the Supplier submits an offer without a specified acceptance period, the offer will be discontinued, if the acceptance has not reached the Supplier within 14 days of making the offer.
2.2. If the Customer, with reference to the offer, has requested that the Supplier produce sketches, layouts, a finished drawing, text proposals etc., that lies beyond the common extent, the Supplier is, provided nothing else has been agreed upon, entitled to have the mentioned work paid even though the offer is not accepted. The work is billed after elapsed time with the Suppliers at all times applicable hourly rate cf. point 3.1.
2.3. Offer made by the Supplier is conditioned by the service being performed as mentioned in the offer.
2.4. A deal has been made when the Customer’s accept has been received by the Supplier. Acceptance can happen in form of a confirmation via e-mail.
2.5. The deal includes the services mentioned in the accepted offer. Functions and attributes are targeted the specific task and will be continuously defined in consultation with the Costumer but within the framework and descriptions of services in the given offer. If the Supplier – by request of the Customer – delivers other services, functions, and attributes in addition to what is stated in the offer, the Customer will make a separate payment for these additions always based on the elapsed time and with the Suppliers applicable hourly rate. If a time estimate is included in the offer, cf. point 3.2., the additional conditions in point 3.2. will be applicable in the case of additional services.
2.6. The Conditions and offer made by the Supplier constitute the basis of agreement. Chances of and additions to the basis of agreement only apply if both parties have agreed upon these in a written agreement. Additional services, cf. point 2.5, can be ordered orally by the Customer if a subsequent written (e-mail) confirmation from the Supplier is received. This then constitutes the written basis of agreement.
2.7. The Customer’s statement of special conditions in tender documentation, order etc. is not perceived as part of the bass of agreement unless the Supplier has provided a written accept of said special conditions.
3.1. All prices are excl. VAT. The Supplier’s usual hourly rate is 165€ (2022 level). The hourly rate is regulated annually the 1. January with 10% without further notice.
3.2. For projects where it is deemed necessary an estimate for the expected hours spent completing the task will be produced in relation to the offer. If the task is not completed within said estimate due to unforeseen circumstances or circumstances that the Supplier is not responsible for, the Customer will be informed on this matter as soon as possible, whereafter the Supplier will produce a new estimate for the completion of the task. Exceedances below 20% are deemed unimportant and will not entail briefing the Customer. The Customer can at any time receive a statement of the continuously realized hours per request and the Supplier stives to continuously inform the Customer of the realized hours.
3.3. In addition to the offered or agreed upon price/estimated hours, the Supplier is entitled to demand payment for:
- Additional work if the basic material given to the Supplier by the Customer is proven to be incomplete, ineligible, or lacking.
- Additional work if the Customer has required corrections or changes in the given material after the work has started.
- Additional work if the Customer conducts more than X amount of proofing unless else is agreed upon.
- Additional work and other arrangements that are agreed to with the Customer after deal commitment has been made, cf. point 2.5.
- Additional work if the deal cannot be accomplished in one continuous production due to relations of the Customer.
4.0 Terms of payment
4.1. Payment must be made no later than 8 days after receiving the invoice unless else is agreed upon. VAT will be added in relation to the rules in force.
4.2. Unless agreed otherwise a continuous either monthly or quarterly on account invoicing will be conducted. Near the completion of the task a close-out netting will be conducted as well.
4.3. In the case of long-term or bigger orders, or when it is deemed necessary by the Supplier, the Supplier reserves the right to charge part payment based on an agreed upon payment plan between both parties.
4.4. In the case of delayed payment interest to the late payment will be ascribable from due date and until the payment is made with 2% per started month.
4.5. In the case of delayed payment, the Supplier is, whether the delay is in the regard to the same or other orders made by the Customer, entitled to without warning stop all delivery, work and support services and in addition, after a written demand for payment with a 10-day warning, of the Supplier’s own choice to cancel one or more deals with the Customer and bill Customer for the realized time spent. The Supplier is additionally entitled to close all the Customer’s activities with the Supplier until the remaining amount is paid. A reopening will happen after all remaining amounts have been paid including reminder fees.
4.6. The Customer cannot conduct offsetting of the purchase price for demands derived from other legal relations, and the Customer cannot exercise lien or deny payment due to delay, complaints or counterclaims regarding the specific delivery.
5.0 Retention of title
5.1. The Supplier reserves, with the limitations that follow from the mandatory legal rules, property rights for the agreed upon product until the full purchase price with the addition of incidental expenses has been paid to the Supplier.
6.0 Terms of delivery
6.1. Delivery takes place at a time agreed upon with the Customer. Delivery is defined as the time slot, where the service became available on the internet (live placing), and live placing is equated to the moment when the Customer has taken the service into use and hereafter is considered taken over by the Customer.
6.2. Before live placing a test period is completed where the Customer for the period in question is obligated to test the system, test all attributes, functions, and related services in preparation for possible changes/corrections. The Supplier decides the time and length of the test period. When the Customer has announced to the Supplier, that live placing is now possible, the delivery in its whole is considered fully tested and accepted by the Customer. The Customer is not entitled to a price reduction or to deny the delivery due to minor deviances from the approved test or agreed upon specification.
6.3. The time of delivery is determined by the Supplier as an estimate in agreement with the circumstances, that are in effect when the offer is proposed/deal is formed. If circumstances change the Supplier is entitled to postpone the delivery but shall without reasonless stop inform the Customer of the changed time of delivery. Complying with the time of delivery is furthermore dependent on the Customer complying with their contractual obligations.
6.4. To the extent that delay in delivery time is due to the Supplier being in a situation indicated in point 9.2.4, the delivery time will be postponed for the duration of said obstacle.
6.5. The Supplier takes no accountability or obligation to pay compensation regarding after-effects of delayed delivery, but the Supplier is obligated to, to the greatest extent possible, deliver within the agreed upon time.
6.6. If the Customer denies receiving the delivery or the Customer does not have the possibility to receive it, the Supplier is entitled to cancel the deal and demand compensation for their loss.
7.1. It is the responsibility of the Customer to make sure that errors that have relevance for the Supplier’s ability to fulfill the deal do not occur in the Customer’s IT environment.
7.2. It is always the Customer’s responsibility to make sure a useful backup of their data, register of passwords, set-up, and settings for the system to be reestablished in case of errors, mishaps, or incidents. This applies to both hardware, for instance a server, a network, a PC, a remote unite as well as software, for instance an economic system, a special development, a conversion, an internet system etc.
8.0 Claims and responsibility for insufficiencies
8.1. By delivery the Customer must immediately conduct a search of the delivered as demanded by proper business use.
8.2. The Supplier has no responsibility for errors, that the Customer has or should have ascertained, and has not in writing requested corrections/changes during the test period, cf. point 6.2., including errors in digital information, illustrations, text, layout etc.
8.3. If the Customer wishes to plead an insufficiency, the Customer shall, immediately after the insufficiency is or should have been noticed, give the Supplier a written notice hereof and explain what the insufficiency consists of. If the Customer has or should have noticed the insufficiency and the Customer does not make a claim as indicated, the Customer will not be able to enforce the claim later.
8.4. The responsibility of the Supplier does not include:
Insufficiencies caused by material that the Customer themselves or via a third party has provided or by instructions, that are prescribed or specified by the Custom including services, standard software, products, materials, tools, or methods even though they are part of the delivery.
Insufficiencies caused by circumstances arisen after the risk has overgone to the Customer (after live placing). The responsibility does not for instance include insufficiencies caused by insufficient maintenance/updates, wrong installation conducted by the Customer, changes/corrections/operations conducted without the written consent of the Supplier or reparations/changes conducted via faulty method by the Customer.
Insufficiencies/damages arisen because of overloading or unusual use.
8.5. The Supplier is entitled and obligated to remedy insufficiencies within the delivered.
8.6. If the remedy conducted in relation to point 8.5 is not done within a fair amount of time, the Customer is under observation of Danish court’s usual rules as well as the present terms and conditions of sales and delivery entitled to:
Demand a reduction of the purchase price though a maximum of 15% off the invoiced sum of the present order/invoice sum for the project or delivery in question, or
Cancel the deal if the insufficiency after multiple tries to remedy it is still significant. The Customer may with cancellation demand compensation for their loss though a maximum of 15% off the invoiced sum of the present order/invoice sum for the project or delivery in question.
8.7. If the Customer has submitted such notice as mentioned in point 8.3., and it turns out that there are no insufficiencies within the responsibility of the Supplier, the Supplier has the right to always bill the Customer for the elapsed time and with the Suppliers applicable hourly rate, cf. point 3.1. for work the claim has resulted in for the Supplier.
8.8. An ultimate warranty is applicable for 6 months after the actual time of delivery. Claims made after this point will not be taken into consideration.
8.9. It is not considered an insufficiency at delivery that there is no delivery of a manual with regards to application or maintenance of the sold item.
9.0 Limitations of liability
9.1. It is highlighted that the Supplier has no responsibility for insufficiencies beyond those mentioned in point 8.1-8.9.
9.2. Furthermore, following limitations of liability apply except for cases, where the loss can be equated to intentional or grossly negligent conditions at the Supplier:
9.2.1. The Suppliers liability towards the Customer will in all cases constitute a maximum of 75% of the invoiced sum of the present order/invoice sum for the project or delivery in question. If the liability for damages regards an ongoing service (i.e., subscription-based services) the liability for damages is maximized to a sum equated to the actual services conducted during the last three months before the claim was made.
9.2.2. The Supplier is not responsible for compensation regarding operating losses, loss of data, lost profit, loss of raw material, loss of customer base or other economic consequential losses in the event of delay or insufficiencies in the delivered.
9.2.3. The Supplier is not responsible for compensation regarding consequential damages and the Supplier is likewise only responsible for compensation regarding damages caused by the Supplier and not damages caused by possible subcontractors or anyone else involved.
9.2.4. The following circumstances entail freedom from liability for the Supplier if they prevent the fulfilment of the deal or causes the fulfilment to be unfairly burdensome:
Labor conflict and any other circumstance that the parties are not in control of such as fire, war, mobilization or unforeseen military drafting to a corresponding extent, requisition, seizure, currency restrictions, riots or troubles, lack of transportation means, regular shortage of goods, restrictions on the driving force, death, sickness as well as insufficiencies er delay of delivery from subcontractors that are due to any of the above-mentioned circumstances.
Mentioned circumstances that occurred before the offer was submitted/deal made only entail freedom from liability if their influence on the fulfilment of the deal could not be foreseen at the given time.
9.2.5. The Supplier is only responsible for compensating for damages caused by defected products if this is stated in mandatory legislative provision.
9.3. It is the responsibility of the Supplier to without reasonless stop inform the Customer in writing if any of the circumstances mentioned in point 9.2.4. arise.
9.4. The Supplier is not responsible for missing or damaged effects including originals, materials etc. that the Customer has given the Supplier regarding solving an agreed upon task. The Supplier is responsible if it is proven that the loss or damage is due to grossly negligent behavior shown by the Supplier or his people. The Customer must see to it themselves that the object is insured regarding damage or downfall.
9.5. The Supplier holds no responsibility for the Customers lack of legal basis for reproduction, duplication or publishing of words, pictures, drawings, patterns, illustrations, text, trademarks, other business characteristics and other item equipment including forming and other things that may be subject to the rights of a third party.
10.1. The Supplier is entitled to let work totally or partially be done by subcontractors.
11.1. By the Customer’s full payment, the Customer gains a non-exclusive right of use to the final product/the delivered. This applies to standard products as well as adjustments, special developments etc. The right of use is indefinite unless anything else is clearly agreed upon. The right of use furthermore entails a right to further develop and change, and the Customer can demand the source code and all their data, in the latest stored form that are part of the Supplier’s deliveries regarding the agreement between both parties handed over when claimed. However, the Customer is not entitled to copy the delivered to a further extent than necessary for the operation and safety of the system. The Customer can hand over the operation of the system to a third party.
11.2. Except for the right of use all immaterial rights belonging to the delivery (including patent, trademark, design, and utility model rights as well as rights after the Marketing Act) belong to the Supplier.
11.3. What the Supplier has provided or had provided for them elsewhere for the use of the delivery, that be preparatory work or intermediate products such as software, schedules, templates regardless of with which software or technique these are built and regardless of the way in which they are stored, as well as programming is the property of the Supplier.
11.4. The Supplier thus has the full right to use the delivered material in other contexts including marketing etc. and in relation to other customers but with the respect for the Customer’s remaining rights. This also includes general knowledge, skills, experience, ideas, concepts, knowhow, and techniques (this is not an exhaustive list) that the Supplier gains regarding providing and delivering services.
12.0 Transfer of agreement
12.1. The Supplier is entitled to transfer all rights and commitments in relation to the agreement with the Customer and therefore also the commitment to deliver the actual services in the contractual relationship. The Customer thereby accepts such a transfer, why there is no need for later separate acceptance from the Customer in these circumstances.
13.0 Right of withdrawal
13.1. No right of withdrawal applies.
14.0 Specific provisions
14.1. Third-party licenses
Note the special license rules for third party licenses. See the separate additional terms.
14.2. Subscription-based services
Note the special rules for subscription-based services. See the separate additional terms for these products.
14.3. Purchases made in plugin store
Note the special rules for subscription-based services. See the separate additional terms for these products.
15.0 Applicable court and jurisdiction
15.1. The trade between parties is subject to the Danish court and any dispute that would arise in relation to the trade between parties shall be decided by the Court in Aarhus.
16.0 Separate additional terms
These separate additional terms (Additional terms) find complete application as additions to the Conditions. In the event of any discrepancies between the Conditions and the Additional terms the Additional Terms take precedence with regard to the services/deliveries mentioned under the Additional terms.
2. Third-party licenses – standard cf. point 14.1. in Conditions
2.1 Application – If the delivery is provided by means of third-party software, the present license conditions will be applicable to any gain and use of such third-party licenses. The Supplier must inform the Customer that third-party software, that demand direct permission or payment, are part of the delivery.
2.2 Ownership relations
Property rights to third-party licenses with belonging programs and source codes are not included when the software is gained. Only a right of use is gained to apply the software based on present standard license conditions.
The license with belonging programs and sources codes are copyright protected products that belong to the copyright holder. Any type of copying, changing, reverse engineering, decompiling, or dissembling, lending or reproduction of license with belonging programs or source codes is forbidden and will be mentioned by the Supplier. The one who gains the license is committed to instructing coworkers and others with access to the license of the content within the present standard license conditions.
Gaining the license entails a right to apply the software for its specific use. Without explicit written consent from the Supplier the one who gains a license not warranted to transfer said license, that being to a third-party or internally in the concern and regardless of the transfer happening by sale, gift, rent, lend or otherwise.
The Supplier holds no responsibility for third-party licenses. To the Supplier’s knowledge the software does not infringe with the rights of a third party. Neither does the Supplier vouch for the software having a sales promotional effect or other commercial value for the gainers of the license.
3. Subscription-based products cf. point 14.2. in Conditions
It is possible for the Supplier and Customer to form a contract or supplementary agreement regarding one of the Supplier’s Subscription-based products.
The delivery will take place after payment is fulfilled. Standard packages will be delivered with the functions that applied to the package during the time of delivery.
3.3 Changes in agreement
3.3.1 If the supplier of third-party’s software, plugins, servers etc., that is used on or in regard to the site, changes their conditions, including prices, services, payment conditions etc. these conditions will without further ado apply to the Customer, if the Customer has formed a direct agreement with the third party supplier.
3.3.2. If the Supplier oversees the agreement with the third-party supplier, the Supplier is to immediately inform the Customer of such changes in conditions that influence existing agreements between the Customer and the Supplier. In that case the Customer can change supplier or find another solution that shows respect to the current and between parties agreed upon notice of termination. The Supplier offers to aid in finding potential alternatives against hourly payment with the Supplier’s usual hourly rate, cf. Conditions point 3.1. If the customer chooses to continue using the existing solution by/with the third-party supplier, the new and bespoken conditions apply.
3.3.3. The Supplier furthermore reserves the right to annually with effect from January 1. regulate the prices given in the contract/supplementary agreement with 10%. The Supplier can with one month’s notice change the contract, supplementary agreement and Additional terms via e-mail or letter to the e-mail address or mailing address mentioned in the contract. The Customer can in this situation terminate the contract or supplementary agreement in writing until the entry into force of the new agreement conditions, which however does not apply to the matter of raising prices. The Customer’s termination needs to be handed over at the latest 14 days before entry into force of the new agreement conditions. Changes that have a unilaterally beneficial effect for the Customer can be implemented without warning. The Customer has no possibility of termination regarding such changes.
Regardless of the antecedent the Supplier may cease to offer hosting with a three-month warning to the end of a month and may transfer the technical operation of hosting to a third party if this can happen without substantial degradation for the Customer.
3.4. Right of withdrawal
When ordering the Customer accepts that the right of withdrawal no longer applies since the services is a special and custom supply of services. Without an acceptance the establishment will be awaited until the Customer has accepted this or the period of reflection expires. (Cf. The Consumer Contract Atc’s §12)
The Supplier is not responsible for compensation in the event of stoppages, loss of data etc., outage, system errors, line break etc., and holds no responsibility for the services bought trough a third party (including hosting).
The Customer alone is responsible for the domain name and the hosted content does not infringe with a third party’s trademarks and/or right and
The Customer alone is responsible for controlling that the correct contact information that appear on the Customer’s website and profiles on social media as well as making sure the functionality of potential contact formulars work as planned.
The Supplier reserves the right to stoppages in shorter or longer periods of time in relation to maintenance and updates of IT-systems.
3.6. Termination and payment conditions
Contracts or supplementary agreements in relation to one of the Supplier’s subscription-based products including internet-based products such as hosting, web shops, operation, and update agreements etc. as well as ongoing service agreements is billed in advance for 12 months at a time.
The subscription irrevocable for the first 12-month period and is automatically renewed to a new 12-month period unless the Supplier receives a written termination with a three-month warning to the expiry of a payment period. Before the expiration of a 12-month period the next 12-month period will be billed.
The Supplier does not refund subscription-based services if the Customer wishes to terminate or disband the delivery in the middle of a period.
3.7. Events of default
By lack of payment the solution is disbanded at the upcoming change of month after lack of payment. The Supplier reserves the right to without warning close a solution if the Customer violates current Conditions and Additional terms or if the Customer has displayed inappropriate material on their website. The Supplier is at all times sovereign in definition of abuse.
4. Purchase in plugin-store cf. point 14.3. in Conditions
The Supplier never transmits, sells, or lends personal information to a third party without consent.
The delivery of products bought on the Supplier’s website is delivered as soon as the payment is approved.
4.3. Costumer service and support
When buying digital products on the Supplier’s website the chosen/bought licenses will be issued after purchase. Unless otherwise chosen a plugin may only be used on one website. Plugins may/can be used in local development environments but must always be followed up by a license key when the plugin is used on the production website (the live site).
In the case of abuse the right to support is evoked and the case is passed on to the lawyer.
4.5. Right of withdrawal and right of return
All products on the Supplier’s website are considered digital product and does not render a right of withdrawal or a right of return in relation to purchase.
Questions to the terms and conditions:
Any question regarding our terms and conditions can be raised by contacting us via:
Ryesgade 106a, 3.sal
DK-2100 København Ø
Last updated: 22/11-22