These General Terms and Conditions for Tjek apply to all quotes, sales and deliverables of products and services between Tjek and the Customer unless otherwise agreed between the Parties.
- Agreements: Facilitator Agreement and/or Tjek Agreement.
- App: Tjek's apps for e.g. Android and iOS, currently including eTilbudsavis, eReklamblad, Mattilbud, and ShopGun. This also includes the websites tjek.com, etilbudsavis.dk, etilbudsavis.no, mattilbud.com, ereklamblad.se (and several other country code top level domains such as shopgun.no, shopgun.se and shopgun.de).
- CMS: the content management system where you can manage Content, see stats, and much more.
- Content: data that the Customer adds, e.g. Publications and/or Offers.
- Customer: a third party that enters into Agreements.
- Facilitator: any third party that Tjek has entered into an agreement with regarding distribution or facilitation of Services and other rights and obligations.
- Facilitator Agreement: any signed agreement between the Customer and the Facilitator about the Marketing Services.
- Incito: use of Tjek's technology for visualization of content based on data.
- Insights: statistics based on the Marketing of all Tjek's Customers as presented in a report format.
- Integration: integration of content or data from Tjek's platforms in the Customer's own media (e.g. apps and websites) using Tjek's APIs and SDKs.
- Marketing: presentation of Content to people that are using the Media.
- Media: media channels of Tjek, e.g. Tjek's Apps where the Customer's Publications and Offers are published.
- Offers: products being offered at a specific price, including deals.
Offer opens: People opening a specific Offer in Marketing.
- Party: Tjek, Facilitator, or Customer.
- Parties: Tjek, Facilitator and/or Customer.
- Publications: publications as either PDF or Incito.
- Publication opens: People opening a specific Publication in Marketing.
Service(s): CMS, APIs, SDKs, Marketing, Integration, and other services provided by Tjek to the Customer.
- Statistics: data collected from Marketing measured by Tjek.
- Tjek: Tjek A/S, a company incorporated in Denmark and/or (as applicable) Tjek Norge AS, a company incorporated in Norway and/or (as applicable) Tjek Sverige AB, a company incorporated in Sweden.
- Tjek Agreement: any signed agreement between the Customer and Tjek about the Services.
An Agreement commences when Tjek's quote has been accepted and terminates when the Services have been delivered or the agreed license period terminates. Acceptance can be sent by e-mail or by electronic signature.
Licenses will be automatically renewed unless a written notice of termination is given by at least one of the Parties at least six (6) months before the end of a quarter.
The Customer pays for Services as described in the Agreement.
All prices are stated in the agreed currency and exclude VAT. Payment terms are fourteen (14) days from the invoice date.
For Marketing, the Customer will be invoiced when an invoicing period, according to the Agreement, expires. The Agreement defines what results the Customer pays for and how much the Customer pays for each result. The invoice will be based on actual results achieved; actual results achieved are measured from the Statistics within the invoicing period to show the actual Marketing achieved. For the calculation Clicks (and the price ensuing from them), Tjek rounds up to the nearest second decimal, irrespective of the third decimal.
Invoicing is based on the following rules:
Invoicing only includes traffic for the invoicing period. If it requires the traffic to be split between two months, for example during a transitional week, the remaining traffic will be invoiced the following month.The above mentioned also applies when transitioning to a new year.
For Integration, the Customer will be invoiced when an invoicing period, according to the Agreements, expires. The Agreements define what Integration the Customer pays for, and how much the Customer pays for each Integration if multiple are used.
For Incito, the Customer will be invoiced when an invoicing period, according to the Agreements, expires. The Agreements define what the Customer pays for in terms of Tjek setting up the Customer specific Incito solution, and how much the Customer pays for hosting, license and additional custom Incito functionality requested by the Customer after the launch of the agreed Incito solution.
If payment is made after the due date, Tjek has the right to add interest to the due amount pursuant to the Danish Late Payment of Commercial Debts (Interest) Act from the due date until payment of the due amount has been made. The interest rate is as stated in Section 5, sub-section 1 of the Danish Late Payment of Commercial Debts (Interest) Act. In the event of late payment, Tjek may issue a dunning letter, and if payment is still not collected, Tjek may ask a third party to collect the debt.
If the Customer repeatedly fails to pay for the Services delivered, Tjek reserves the right to terminate access to Services and cancel further orders.
Every year in January, Tjek raises its prices by 2% of the prices that applied in December the year before without separate notice. If the percentage increase in the net price index at the time of negotiating a new Agreement/extension of an existing Agreement is more than 2% compared to the previous year, Tjek reserves the right to raise its prices in January with such percentage change.
The Parties must undertake to keep secret all information (i) exchanged between the Parties and (ii) which is not already accessible to the public. Agreement details, manuals, guidelines, technical information, know-how, methods and related information developed by and/or owned by Tjek, and other confidential information, which the Customer has received during its cooperation with Tjek and/or the Facilitator, and which is not already accessible to the public, constitute business secrets of Tjek and/or Facilitator and may not be disclosed or used by the Customer or its staff other than for the purpose of Tjek providing the Services to the Customer. This duty also applies after termination of the Agreement.
The Parties may use the business relationship between them as a reference, directly or through descriptions of the partnership, and with due consideration for business-sensitive information to which Tjek may become party, cf. Section 23 of the Danish Marketing Practices Act.
By signing the Agreement, the Company gives Tjek a right to use the Customer’s logo on Tjek’s website and to promote Tjek’s customer relation with the Customer for marketing to new and existing customers. The logo will not be used in a manner that implies sponsorship or endorsement of any company, product, trademark, person, or service by the Customer.
It is the Customer who adds Content for Marketing. The customer is obliged to upload all content that is planned for display or shown on its own channels. Publications must be added no later than 72 hours prior to when they should be published. Tjek reserves the right to retrieve the content from the Customer’s channels if it is not uploaded.
The Customer must not add Content, which is illegal, harassing, threatening, harmful, damaging, defamatory, insulting, violent, obscene, vulgar, invasive in relation to the privacy, spiteful, racist, pornographic or ethnically offensive, promoting Tjek's competitor(s), offensive, or in any other way irrelevant for the end-users of Tjek's Apps. The Customer must ensure that the Content is in accordance with applicable legislation in the country and/or markets of the Customer. This applies, inter alia, to rules concerning personal data, marketing, consumer protection, and intellectual property rights.
Through CMS, Customers must add and maintain their account, e.g. in the form of logo, branding color, website, addresses of the stores, opening hours, etc.
Tjek is entitled to keep copies of the Content, e.g. for analysis purposes and Insights.
The Customer must provide access to all relevant information for the Incito in a structured manner to Tjek.
The Customer must deliver data and other necessary information within the agreed time frames. In the event of delayed delivery, Tjek reserves its right to modify agreed releases. If the delayed release causes Tjek more work, Tjek reserves its right to invoice for elapsed time at Tjek's hourly rate as stated in the Agreement.
Tjek corrects any errors and bugs in the code caused by Tjek at no additional cost for the Customer. Errors and bugs shall be reported no later than 14 days after the release date to Tjek. Errors and bugs not caused by Tjek are settled separately against payment for elapsed time at Tjek's hourly rate.
Any use of the Incito API outside Tjek's or the Customer’s own platforms - or/and any use of the Incito API in addition to displaying an Incito publication on the Customer’s own platforms - must be agreed upon between the Parties in writing ahead of publication.
The Customer has the right to use the data that is generated in the Customer's own environment (i.e., the Customer's own apps and websites). This right applies also after expiry of the Agreement.
Planned service work/updates and maintenance in the hours 01:00-06:00 is not included when calculating the uptime and will be performed in as short intervals as possible. Example: If Services are up 24 hours a day, the uptime is 100%. If Services are down between the hours 01:00-06:00 due to planned downtime, then uptime is still 100%.
7. Terms for Insights
Insights is delivered to the Customer by Tjek in collaboration with CatMan Solution A/S. An Insights Agreement can only be considered concluded once it is signed by both Tjek, CatMan Solution A/S and the Customer. Questions regarding Insights, registrations in the database and the Agreement must be directed to Tjek, whereas questions regarding the analysis platform (PowerBI and access to the platform) must be directed to CatMan Solution A/S.
An Insights Agreement includes a number of authorized users as specified in the Agreement. The Customer must not permit the Services to be used by anyone other than its authorized users; must keep access details of the authorized users confidential and take all reasonable precautions to prevent unauthorized or fraudulent use of them.
The Customer must notify Tjek if it wishes an authorized user to be cancelled, in which case CatMan Solution A/S must cancel the authorized user as soon as reasonably practical and in any event within three (3) business days of receiving such notice on behalf of Tjek.
Tjek may audit the Services regarding the access of each authorized user and, if such audit reveals that non-authorized users have been provided access to the Service, Tjek may, without prejudice to its other rights and remedies, disable such non-authorized users. Tjek will notify the Customer before performing such audits.
Tjek will add publications and offers every morning as soon as Insights data has been aggregated and summarized. Insights data (master data) in relation to the specific offers (brand, supplier, category, and subcategory) will normally be added automatically. Tjek guarantees that the master data is complete no later than 10 working days after a campaign/flyer has been published. Unless otherwise stated, Tjek will make Insights data regarding 2 full years plus actual year available to the Customer.
The Customer may use Insights data in its cooperation with relevant partners (e.g. advertising agencies and/or customers of the Customer), but Insights data may not be distributed or sold to other parties.
Insights data, analyses and reports may not be published or disclosed in whole or in part without the prior written approval of Tjek. If a permission is granted, a publication and/or disclosure must always be accompanied by the following source statement depending on where the Insights data is published:
Denmark: ”Source: Insights by Tjek (eTilbudsavis)” and Danmarks Statistik
Norway: “Source: Insights by Tjek (eTilbudsavis/Mattilbud)”
Sweden: “Source: Insights by Tjek (eReklamblad)”
The Parties are in no event liable to each other for any indirect losses or damages, including operating losses, loss of profits, loss of time, punitive damages, and consequential costs. The Customer must without undue delay notify Tjek in writing if damage is caused by the Services, or it is apparent that such damage will occur. The notice does not relieve the Customer of its obligation to minimize such damage.
Tjek's liability is limited to an amount equivalent to the latest invoice issued by Tjek to the Customer.
The Customer must indemnify Tjek against any claims from third parties, including, inter alia, claims for damages, compensation, or legal costs to the claimant and Tjek's legal representation, if liability may be attributed to the Customer's Content.
9. Force Majeure
Tjek cannot be held responsible for interruptions of operation caused by force majeure, including strikes, weather, or by other circumstances outside of Tjek’s control, including power breakdowns, DNS breakdowns, errors with top level domain administrators (or similar), cabling outside the physical settings of Tjek, hardware errors, errors in deliveries from third parties (e.g. hosting providers, such as Amazon), and errors due to Content.
Tjek cannot be held responsible for interruptions of operations due to inaccessibility of digital marketplaces where the Media is offered, e.g. Apple App Store and Google Play.
10. Intellectual Property
Any intellectual property or data rights pertaining to the Services, Statistics, and to any other delivery by Tjek, are owned by, or licensed to, Tjek and are not exclusive to the Customer.
The Agreement does in any way transfer nor license any intellectual property or data rights to the Customer nor the Facilitator.
Any violation of Tjek's intellectual property right will be considered a material breach of contract, cf. Clause 11.
11. Breach of Contract
In the event of material breach of an Agreement, the Party not in breach is entitled to terminate the Agreement with immediate effect in accordance with the general rules of Danish law.
Furthermore, the Party not in breach is entitled to claim other remedies for breach in connection to a Party's breach, whether the breach is considered material or not, including that the Party not in breach shall be entitled to claim compensation according to the general rules of Danish law with the modifications set forth in these terms and conditions.
If an Agreement is terminated, Tjek or Facilitator is entitled to full financial coverage of the part of the Services which has already been delivered according to the Agreement.
A claim for breach must be made within one (1) month after the Party not in breach was or ought to have been aware of the breach. Failure to make a claim for breach in relation to a specific matter does not result in the Party being deprived from claiming breach in relation to an identical or similar matter at a later point in time.
Material breach under the Agreements exists, inter alia, when (i) Customer breaches its obligations under Clauses 3, 4, and 11, or (ii) Tjek breaches its obligations under Clause 4.
12. Response to Allegations
Tjek reserves the right to publicly comment on completed orders and to publish necessary information about such orders if the Customer uses information from such orders and/or related to the Services in a way that gives rise to misunderstandings, incorrect conclusions, or is otherwise used unethically.
The Customer is not entitled to assign its rights and obligations under an Agreement, unless Tjek has given its prior written consent.
Tjek is entitled to assign any Agreement to third parties who are affiliated to Tjek.
For Facilitator Agreements, the Customer accepts that in the event of termination of the agreement between Tjek and the Facilitator, the rights and obligations of the Facilitator under its agreement with the Customer are immediately assigned to Tjek in order for the Customer to keep receiving the Services. However, Tjek may refuse to undertake any transferred rights or obligations.
Upon notice from Tjek, correspondence, payments, and any other deliveries from the Customer to the Facilitator, must be directed to Tjek as per the instructions from Tjek.
The Customer accepts Tjek’s use of sub-contractors.
The Customer also accepts that Tjek, to the extent necessary to serve its obligations under an Agreement, is entitled to pass on information and data to subcontractors regarding the Customer received from the Customer directly or via Services.
15. Disputes & Governing Law
These Terms and Conditions terms are governed by Danish law, except for rules on international private law contained in Danish law, which may lead to the application of a law other than Danish law.
The Parties must do their utmost to resolve disputes in an on-going cooperation and resolve any disputes amicably.
If a dispute cannot be resolved amicably, the dispute may be settled in accordance with Danish law and by the court in Copenhagen as the venue in the first instance.
16. Notifications & Amendments
Tjek reserves its right to update these terms and conditions on a continuous basis, including to change or include payments for, inter alia, existing, and new services.
Tjek must notify the Customer by e-mail about any significant changes to the Terms and Conditions.
Any changes to the Terms and Conditions will come into force and be applicable to an Agreement with one (1) months' notice after the date when Tjek has notified the Customer of the changes.
Latest revision: 21 February 2023.