1. Application
1.1. These terms and conditions apply to all matters between ChatAtHand IVS (hereinafter referred to as “ChatAtHand”) and the customer regardless of the customer’s sales and delivery conditions, business conditions, order confirmation, or business practice.
2. Conclusion of the agreement
2.1. ChatAtHand will be obligated by its offer at the earliest, regardless of how these are described, once the customer has received the offer in writing and paid the agreed part of the payment. ChatAtHand is entitled, until the customer receives the written offer and payment, to revoke the offers submitted by ChatAtHand.
3. The customer's obligations
3.1. The customer warrants that the information provided is correct.
3.2. The customer must, as soon as possible after the conclusion of the agreement, deliver all relevant material for use in the agreement at ChatAtHand’s discretion and no later than 14 days after the conclusion of the agreement. The customer warrants that he has all rights – including intellectual property rights – to the material and that the material does not infringe the rights of a third party.
3.3. ChatAtHand reserves the right to either postpone the delivery time or to invoice the customer according to the contract amount, if relevant material has not been submitted in time, cf. section 3.2.
3.4. The customer agrees that ChatAtHand may use the work performed as a reference for sales and marketing purposes, including at the same time affixing the customer’s business name in the reference, regardless of whether this may be a registered trademark.
3.5. ChatAtHand is entitled to pass on necessary information about the customer to partners, including ManyChat and Chatfuel, etc. if the passing serves a business purpose.
3.6. It is the customer’s responsibility to terminate any necessary agreements with third parties, including agreements with hosting providers.
3.7. ChatAtHand is not bound by the agreement if, in ChatAtHand’s estimates, it subsequently proves to be more comprehensive than agreed. In this case, the customer will not be invoiced, just as the customer can not make claims against ChatAtHand.
4. Prices
4.1. All prices are stated excl. VAT.
4.2. ChatAtHand is entitled to adjust the price if the customer’s supplied material is defective. In addition, ChatAtHand is entitled to adjust the price if the delivery time is advanced by agreement with the customer.
5. Terms of payment
5.1. If the due date specified on the invoice is exceeded, interest of 0.7% per annum may be added to the invoice amount per commenced month.
5.2. When sending payment reminders, a reminder fee of DKK 100.00 per payment reminder, just as ChatAtHand is entitled to claim a compensation fee of DKK 310.00.
5.3. In the event of non-payment, ChatAtHand is entitled to claim ChatAtHand’s costs for debt collection from a lawyer fully covered, and thus not only the maximum rates stipulated by the Interest Act. ChatAtHand is also entitled to invoice the entire agreement amount without deduction of saved costs.
6. Complaint and investigation obligation
6.1. The customer is obliged to inspect the product immediately upon receipt and no later than 10 days after receipt to complain about any defects. If the customer does not meet the stated deadlines, the customer forfeits the right to claim the defect.
7. Termination
7.1. The customer can terminate the agreement with a written notice of 3 months.
7.2. Termination can only be done via e-mail to the address hej@chatathand.dk
7.3. ChatAtHand reserves the right to delete all programming and content material 30 days after the end of the agreement, unless the parties enter into another written agreement, cf. section 8.1.
7.4. At ChatAtHand, you own your own chatbot, even if you choose to terminate the agreement. ChatAtHand uses several professional platforms and plugins to ensure that all our work is always correctly updated. These professional providers pay ChatAtHand an ongoing expense to have rights to, and they will therefore not be handed over. The customer will therefore have to purchase these rights themselves if they want to make use of their chatbot after termination of the agreement.
8. Intellectual property rights
8.1. ChatAtHand owns all intellectual property rights to the developed material, including the copyright to texts, graphic material and all parts of developed setups as well as programming. At no time, even after the customer’s termination, the developed material may be exploited, copied, cloned, duplicated, passed on or sold without ChatAtHand’s express and prior written consent. In this case, ChatAtHand is entitled to demand payment and royalty, unless the parties enter into another agreement.
8.2. ChatAtHand is entitled to demand reasonable remuneration as well as compensation if the developed material is used, copied, cloned, duplicated, passed on or sold without prior written consent. Reasonable remuneration is calculated as the amount that the customer has paid for the development as a whole.
9. Disclaimer
9.1. Under no circumstances can ChatAtHand be held liable for losses, including data loss or indirect loss, just as the customer can not claim that ChatAtHand must repair or correct any errors that may occur in connection with updates from third parties.
9.2. The customer can not make ChatAtHand responsible for uptime and security around the operation of the developed material. ChatAtHand reserves the right to make repairs, perform maintenance or the like resulting in downtime without the customer being able to make claims. In such cases, ChatAtHand strives to notify prior to downtime via email.
10. Default
10.1. If the customer materially breaches these terms and conditions and the breach has not been remedied within 10 days after ChatAtHand has sent a letter of demand to remedy the breach, ChatAtHand is entitled to terminate the agreement.
10.2. Significant non-compliance is considered, but not exhaustive:
- The customer’s non-payment.
- The customer is not available during the development process.
- Other obstacles that can be attributed to the customer and that prevent ChatAtHand from fulfilling the agreement.
10.3. If the customer materially breaches these terms, ChatAtHand is, in addition to terminating the agreement, entitled to invoice in accordance with the agreement being fulfilled. For ongoing services with a lock-in period, this means that ChatAtHand is entitled to invoice for the entire lock-in period, regardless of whether the lock-in period has not yet expired.
11. Force majeure
11.1. ChatAtHand is not liable for non-fulfillment of ChatAtHand’s obligations if ChatAtHand can prove that this is due to an obstacle beyond ChatAtHand’s control such as, but not limited to, war, war-like situations, fire, strike, lockout, delayed or defective delivery from subcontractors, hacker attacks, server crashes, power outages, and Internet outages.
11.2. In that case, ChatAtHand is entitled to extend the delivery time accordingly or to terminate the agreement. As soon as the obstruction has ceased, each of the parties is bound by the agreement, unless ChatAtHand has previously lifted it. An obstacle of more than 3 months entitles each of the parties to terminate the agreement.
12. Choice of law and venue
12.1. Any disputes that arise regarding these conditions must be settled in accordance with the rules of Danish law and at the Court in Aarhus.
This publication is published by ChatAtHand – contact us at hej@chatathand.dk.