TERMS & CONDITIONS
1. GENERAL TERMS & CONDITIONS
1.1 These general terms and conditions (“Terms”) apply to any business conducted with MakesYouLocal A/S, Østbanegade 123, 2100 København Ø, Denmark, company registration number 32344402, relating to any and all services offered by MakesYouLocal (hereinafter referred to MYL).
1.2 The Terms have been accepted by the customer if the Terms have been attached to a proposal or an offer from MYL or if the proposal or offer includes a reference to the Terms and the proposal or offer has been accepted by the customer, or if the customer in any other way has accepted the Terms.
1.3 Even if MYL does not at a later time refer to these Terms in a proposal, an offer, an order confirmation, an agreement or other correspondence, the customer accepts that the Terms shall apply to any business relations between the parties.
2. FORMATION OF CONTRACT
2.1 MYL can only be held liable on the basis of a written offer or proposal. The deadline for accepting an offer or proposal is thirty (30) days from the date of the offer or proposal before expiry of the time stipulated for acceptance, MYL must receive an acceptance without conditions or limitations from the customer; otherwise the offer or proposal will lapse.
2.2 If the customer attaches its own terms of purchase but otherwise accepts MYL's offer or proposal, the customer accepts that the acceptance is an acceptance without conditions or limitations where the Terms shall apply.
2.3 If the customer only wants to conduct business at its own terms, these terms shall only be binding for MYL if MYL has confirmed explicitly and in writing that the customer's own terms shall rank prior to these Terms.
2.4 In addition to a written offer or proposal, the formation of a contract between MYL and the customer can also occur through the customer's acceptance of these Terms.
3. TYPES OF SERVICES
3.1 MYL offers the types of services stated in proposals or offers and as displayed on its website.
4. DRAFTING OF TERMS & CONDITIONS
4.1 If the customer wishes MYL to draft Terms & Conditions for the customer's web shop, the customer accepts that MYL uses locally approved sets of Terms & Conditions, adhering to local legislation and adapting them to the customer's business processes, only insofar as this does not conflict with local legislation.
4.2 MYL can, if asked by the customer, share the knowledge they have regarding local legislation, but MYL does not offer any legal advice and cannot be held liable for any claims of such nature.
5. CUSTOMERS RESPONSIBILITIES
5.1 To the extent the assignment undertaken by MYL requires actions or human/technical resources from the customer outside of what would normally be expected, these will be specified in the proposal.
5.2 The customer is responsible for making the requested resources available at the times specified in the proposal and cooperating on any and all actions required by the customer to complete MYL’s services to a satisfying degree. If no specific time is specified in the proposal, the customer must make the resources available in a timely manner.
5.3 In case the customer cannot produce the necessary resources or the required actions, including according to the timeline in the proposal, the customer must accept delays or changes in MYL’s performance of the agreed assignment, without any reduction in the agreed price.
5.4 The customer is solely responsible for any integrations and for having valid licences for all software or services necessary for the seamless operations of their web shop.
5.5 The customer is required to make sure any necessary third-party consent and access to third party IT systems are obtained before the commencement of any assignment by MYL; i.e., consent from the customer's IT System provider and access, etc. in connection with the assignment for the customer.
5.6 The customer should comply with any applicable data protection regulations and make sure that all personal data is obtained and processed in a legal manner.
6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
6.1 All intellectual property rights subsisting in or used in connection with the delivery of MYL’ services (including, but not limited to, any data) are and shall remain the sole property of MYL and MYL’s licensors.
6.2 MYL is obliged to treat all information received from and about the customer as confidential.
7. CONSENT TO MYL'S OUTSOURCING TO THIRD PARTIES
7.1 MYL uses the Salesupply group (Salesupply Holding BA and subsidiaries) as partners in the local markets for customer support, market research, and the adjustment of terms and conditions for customers.
7.2 The customer hereby gives their consent to the use of Salessupply.com, as a sub-processor in connection with MYL’s performance of its services in accordance with the proposal agreed with the customer.
7.3 If MYL, at a later stage, is planning to replace any third parties with new third parties, MYL must inform the customer of the planned replacement 60 days in advance, allowing the customer ample time to object to the replacement. If MYL insists on the replacement despite the customer's objection, the customer may terminate any agreement/subscription with immediate effect.
7.4 To the extent MYL, according to the customer's wishes and consent, uses external third-party services or refers you to external advice, MYL is responsible for errors made by any third party, save for any breach of the above-mentioned data processing clause.
8.1 To the extent that there are costs and expenses related to the execution of an assignment, including fees for travel, meals, major copying, and shipping costs, these are not included in the fee and will therefore be charged separately to the customer and will appear on the invoice or separate email.
8.2 All fees associated with the transfer of the customer's payment to MYL's account are covered by the customer.
8.3 Payment terms are "net cash within eight (8) days from invoice date" upon receipt of the invoice, unless otherwise stated in the accepted proposal. In the case of a delayed payment, the interest rate is 1.5% per month.
8.4 Unless otherwise agreed upon by MYL, invoices are sent on a monthly basis. Smaller assignments are invoiced at 50% up front and 50% when the assignment is delivered. This will be specified in the proposal. Notwithstanding this, MYL can require a deposit or choose a different billing frequency at their discretion.
8.5 Rates based on hourly payment or fixed fees calculated using hourly rates, will be increased on a yearly basis (1st January) by 2%.
8.6 Prices stated on the website, during the formation of the contract, apply, unless otherwise stated in a written agreement via an offer or proposal.
9. CLIENTS IN THE SAME INDUSTRY
9.1 MYL will not work with online marketing for direct competitors in the same country unless the parties have been notified. When it comes to services like translations, localisation and customer service, we can work with competing businesses since it has no negative impact on either part that we share our country specific knowledge or build up industry expertise.
10.1 MYL or the customer may at any time terminate any agreement or subscription with the customer if:
10.1.1 The customer has materially breached any provision of the Terms (or have acted in manner which clearly shows that the customer does not intend to, or is unable to comply with the provisions of the Terms) and, where such breach is capable of remedy, MYL determine that the customer has not so remedied within fourteen days of notification; or if either party becomes insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement involving that party and its respective creditors generally (or any class of them) save for the purposes of a bona fide company reorganisation; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.
10.2 In other instances, both the customer and MYL have the right to terminate any agreement with written notice. The notice period for operational tasks is the current month plus 4 months. During the termination period, customer service shall be handled by MYL. Alternatively, the customer will be invoiced for the average variable costs of customer service for the last 3 months.
10.3 If services offered on a subscription model are subscribed to by a customer, the customer agrees to an unlimited subscription period that can only be terminated according to the above termination notice or a shorter termination period in the proposal.
10.4 No refunds shall be offered where a service is deemed to have begun and is, for all intents and purposes, underway.
11. TECHNICAL SUPPORT, COMPLAINTS AND POSSIBLE DOWNTIME
11.1 MYL will offer technical support to all customers as agreed or as can reasonably be expected within MYL’s office hours on all Danish business days.
11.2 In the scenario where MYL is unable to replicate an incident and there has been no recurrence of the incident for a period of one month from the reported occurrence, the incident will be deemed ‘No Fault Found’ and MYL will take no further action.
11.3 A complaint from a customer needs to be raised in writing, by email (email@example.com) or to MYL’s account managers within 14 days.
11.4 MYL will complete its investigation of the issues raised. Where this requires access to saved or archived data, transcription files, or other digital data, the customer hereby authorises MYL to have unlimited access to this information to allow the complaint investigation to be completed.
11.5 MYL will use its reasonable endeavours to complete the investigation within 7 business days of the complaint being raised. Should the dispute be upheld, MYL and the customer will work together to decide on the best course of redress (including, but not limited to, regeneration of the report, report credits, and a cash refund).
11.6 The total value of this redress is limited to the invoiced cost of the service rendered, no matter on what basis the claim is made. MYL will not be liable for any losses or claims arising from delays.
11.7 In the event a subscription is made by a customer and MYL’s services are not available, due to technical reasons relating solely to MYL, for a total time period of 5 hours in any rolling 30-day time period, and this is acknowledged by MYL, MYL will compensate the customer a proportionate amount of the subsequent monthly subscription amount.
11.8 MYL is not liable for additional claims or compensation other than those stated in the Terms.
12. EXCLUSIONS AND LIMITATIONS
12.1 Nothing in the Terms, shall exclude or limit any warranty or liability that may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by MYL’s negligence.
12.2 The customer acknowledges and agrees that MYL has no liability to the customer for any misuse or loss of User Content by third parties. In particular, the customer acknowledges and agrees that no refund or compensation will be due to the customer from MYL, and the customer further acknowledges and agrees that since MYL has no control over the content and/or quality of the user content, this limitation of MYL’s liability to the customer is reasonable.
12.3 There are no conditions, warranties, representations, or other terms, express or implied, that are binding on MYL except as specifically stated in the Terms (including statutory warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement). In order for the customer to make full use of MYL’s services, it may be necessary for the customer to use particular computer equipment or to download or install certain pieces of software at their expense.
12.4 If the customer is unable to access all or part of MYL’s services because they do not have access to any necessary software or equipment, this shall not constitute a breach of these General Terms by MYL, and MYL shall not be liable for any loss, damage, or expense that may result from the customer's inability to access MYL’s services.
12.5 The customer expressly understands and agrees that MYL shall not be liable to the customer for:
12.5.1 any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of the MYL services;
12.5.2 loss of profit, business revenue, goodwill and anticipated savings;
12.5.3 any trading or other losses which the customer may incur as a result of use of or reliance upon any content, the deletion of, corruption of, or failure to store any user content, and other communications data maintained or transmitted by or through customer use of MYL’s services;
12.5.4 any negative effect which the use of MYL’s services may have on order confirmation or late delivery should the Internet connection fail locally, or at any geographical location where the customer is located.
12.6 Subject to the clauses above, the aggregate liability of MYL in respect of any loss or damage suffered by the customer and arising out of or in connection with the use of MYL’s services by the customer and/or any third party shall not exceed the amount of the total fees actually paid by the customer to MYL (excluding any deposits and VAT) in the twelve months preceding the date of the customer’s claim.
12.8 General failure or neglect by MYL to enforce any of the provisions of the Terms at any time shall not be construed or deemed to be a waiver of MYL’s rights, nor shall this in any way affect the validity of the whole or any part of the Terms, nor prejudice MYL’s rights to take subsequent action.
13. CHOICE OF LAW AND JURISDICTION
13.1 The Terms and any agreement or subscription shall be construed in accordance with Danish law, and the parties hereby submit to the exclusive jurisdiction of Copenhagen City Court to settle any disputes that may arise in connection with these Terms or any agreement or subscription.