General terms & conditions for Tjek A/S

1. General

1.1. 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.

1.2. Definitions:

“Tjek”: Tjek A/S, a company incorporated in Denmark and/or (as applicable) Mattilbud AS, a company incorporated in Norway.

“Agreements”: Facilitator Agreement and/or Tjek Agreement.

“App”: Tjek’s apps, currently including “eTilbudsavis”, “eReklamblad”, “eGazetka”, “Mattilbud”, and “ShopGun”.

“Catalogs”: commercial catalogs in either PDF or via Incito.

“Click”: a Marketing user’s click on a specific Deal in Marketing.

“CMS”: the content management system.

“Content”: data that the Customer adds, e.g. Catalogs and Deals.

“Customer”: a third party that enters into Agreements.

“Deals”: deals created via the Marketing or created by Tjek from Catalogs.

“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 the creation of data-driven digital catalogs called Incito.

“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 Websites and Apps where the Customer’s catalogs and Deals are published.

“Party”: Tjek, Facilitator, or Customer.

“Parties”: Tjek and/or Facilitator and Customer.

“Reader”: a Marketing user’s click on Content to read a Catalog.

“Service(s)”: CMS, APIs, SDKs, Marketing, Integration, and other services provided by Tjek to the Customer.

“Statistics”: data collected from Marketing.

“Tjek Agreement”: any signed agreement between the Customer and Tjek about the Services.

“Website”: the website(s) of Tjek, currently including tjek.com, etilbudsavis.dk, etilbudsavis.no, mattilbud.com, ereklamblad.se, egazetka.pl, and shopgun.com (and several other country code top level domains such as shopgun.no, shopgun.se and shopgun.de).

2. The term of the Agreements

2.1. 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.

2.2. Licenses will be automatically renewed unless a written notice of termination is given by at least one of the Parties at least one (1) month before the end of a quarter.

3. Invoicing and terms of payment

3.1. The Customer pays for Services as described in the submitted quote. The prepared quote is based on the Services accepted by and agreed between the Parties.

3.2. All prices are stated in the agreed currency and exclude VAT. Payment terms are fourteen (14) days from the invoice date.

3.3. For Marketing, the Customer will be invoiced when an invoicing period, according to the Agreements, expires. The Agreements define 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 of prices for Clicks, Tjek rounds up to the nearest second decimal, irrespective of the third decimal.

3.4. 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 is used.

3.5. 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 wanted by the Customer after the launch of the agreed Incito solution.

3.6. 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.

3.7. If the Customer repeatedly fails to pay for the products and services delivered, Tjek reserves the right to terminate access to Tjek’s services and cancel further orders.

3.8. Every year on 1 January, Tjek raises its prices by 2% of the prices that applied per 31 December the year before without separate notice. If the percentage change in the net price index from October the previous year (old index) to October prior to the time of the adjustment (new index) is higher than 2%, Tjek reserves the right to raise its prices on 1 January with such percentage change.

4. Confidentiality

4.1. The Parties must undertake to keep secret all information (i) exchanged between the Parties and (ii) which is not already accessible to the public. In this connection, 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, must be described as the business secrets of Tjek and/or Facilitator which may not be disclosed or used by the Customer or its staff. This duty also applies after termination of the Agreements.

4.2. The parties may use the client relationship as a reference, directly or through descriptions of the partnership within the framework of the services provided by Tjek, and with due consideration for business-sensitive information to which Tjek may become party, cf. Section 23 of the Danish Marketing Service Practices Act.

5. Terms for Marketing

5.1. It is the Customer who adds Content for Marketing. Catalogs must be added no later than 72 hours prior to when they should be published. Failure to comply with this term means that Tjek cannot guarantee that the Catalogs will be timely published in the Media.

5.2. 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 and Websites. 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.

5.3. 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.

5.4. Tjek is entitled to keep copies of the Content, e.g. for supply and demand analysis.

6. Terms for Incito

6.1. The Customer must provide access to all relevant information for the Incito in a structured manner to Tjek.

6.2. The Customer must deliver data and other necessary information within the agreed time frames. In the event of belated deliveries, 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.

6.3. Tjek corrects any errors and bugs in the code caused by Tjek at no additional cost for the Customer. Errors and bugs not caused by Tjek are settled separately after Tjek’s hourly rate.

6.4. Any use of the Incito API outside Tjek’s or The Customers own platforms must be agreed upon between the Parties in writing ahead of publication.

6.5. 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), just as this right of use also applies after the Agreement expires.

6.6. Planned service work, maintenance, and updating of Incito in the hours 01:00-06:00 are included in the Actual Uptime but are performed in as short intervals as possible.

7. Terms for Insights

7.1. 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.

7.2. 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.

7.3. 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.

7.4. 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.

7.5. 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.

7.6. 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.

7.7. 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:

8. Liability

8.1. Tjek is liable for the conformity of the Services in respect to statutory or other regulatory requirements applicable in the Customer’s jurisdiction, hereunder any legislation regarding data protection and privacy laws.

8.2. The Parties are in no event liable for indirect losses or damages, including, but not limited to, operating losses, loss of profits, loss of time, punitive damages, and consequential costs. If damage caused by the Services, or danger that such damage will occur, comes to the attention of the Customer, the Customer must without undue delay notify Tjek thereof in writing. The notice does not relieve the Customer of its obligation to minimize such damage.

8.3. In any case, Tjek’s liability is limited to an amount equivalent to the latest invoice issued by Tjek to the Customer.

8.4. The Customer must indemnify Tjek against any claims from third parties, including, inter alia, claims for damages, compensation, or legal costs to the opponent and Tjek's representation, if liability may be attributed to the Customer's affairs, and the behavior giving rise to liability is not due to Tjek's failure to fulfil its obligations under the Agreements.

9. Force majeure

9.1. Tjek cannot be held responsible for interruptions of operation caused by force majeure, including but not limited to, strikes, weather, war, etc., or by circumstances outside control of Tjek, including power breakdown, DNS breakdown, 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.

9.2. 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, Google Play, and Windows Marketplace.

10. Intellectual property

10.1. 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. Thus, they are not exclusive to the Customer.

10.2. The Agreements do and must not in any way transfer nor license any intellectual property or data rights to the Customer nor the Facilitator.

10.3. Any violation of Tjek’s intellectual property right will be considered a material breach of contract, cf. Clause 11.

11. Breach of contract

11.1. In the event of material breach of the Agreements, the Party not in breach is entitled to terminate the Agreements 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 cover for the part of the Services which has already been performed according to the Agreement, and which has not yet been paid.

11.2. 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.

11.3. Material breach under the Agreements exists, inter alia, when: Customer breaches its obligations under Clauses 3, 4, and 11. Tjek breaches its obligations under Clause 4.

12. Response to allegations

12.1. The Customer must obtain Tjek’s written consent if the Customers wishes to publish name, logo or information about the supplied services and products in public media if this may give or gives rise to damage to Tjek’s reputation and business.

12.2. Tjek reserves the right to publish and comment on completed order(s) if the Customer uses the order or information derived from the order in a way that gives rise to misunderstandings, incorrect conclusions or is otherwise used unethically.

13. Assignment

13.1. The Customer is not entitled to assign rights or obligations under the Agreements, unless Tjek has given its prior written consent.

13.2. Tjek is entitled to assign Agreements to third parties who are affiliated to Tjek.

13.3. 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 instructions from Tjek.

14. Sub-contractors

14.1. The Customer accepts use of sub-contractors of Tjek.

14.2. The Customer also accepts that Tjek, to the extent necessary to serve its obligations under the Agreements, is entitled to pass on information and data to subcontractors regarding the Customer received from the Customer directly or via Services.

15. Disputes and governing law

15.1. The terms of delivery 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.

15.2. The Parties must do their utmost to resolve disputes in on-going cooperation and resolve any disputes amicably.

15.3. 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 and amendments

16.1. 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 (“Changes”).

Tjek must notify the Customer by email about any Changes.

Any Changes will come into force and be applicable to the Agreements, and thereby the Parties' relationship, at one (1) months’ notice after the date when the Customer has been notified about the Changes by Tjek. However, Changes that solely improve the legal position of the Customer may come into force immediately.

Latest revision: January 26, 2021.

Tjek A/S

VAT: 32157785