1. Application
In the following, Searchmind ApS is referred to as “Searchmind” and the party to whom Searchmind is to provide a service in exchange for payment as “The Client”.
“The Parties” is used as a designation for both Searchmind and the Client. These general terms and conditions are referred to in the following as “The Terms”.
Any individually concluded written agreement between Searchmind and the Client whereby Searchmind is to provide a service to the Client in exchange for payment is referred to in the following as “The Agreement”. This applies regardless of whether one or more agreements are involved.
In the event of any conflict between the Terms and the Agreement, the terms of the Agreement shall prevail. The Terms may otherwise only be deviated from by written agreement between the Parties.
Searchmind reserves the right at any time to add to and amend the following sales and delivery terms.
In the event of a sale, merger, demerger or other transfer of all or part of Searchmind’s business, Searchmind is entitled to transfer its rights and obligations under the Terms and the Agreement to a third party without obtaining the Client’s consent.
All sales by Searchmind ApS (hereinafter referred to as “Searchmind”) are subject to the following general sales and delivery terms, unless these have been deviated from by express written agreement between the Parties.
2. Conclusion and termination of agreement
Agreements are accepted verbally or in writing by the Client and subject to these sales and delivery terms unless otherwise agreed with the Client. Offers from Searchmind are non-binding unless expressly stated otherwise. Searchmind is only bound by orders that Searchmind has confirmed to the Client in an unambiguous manner.
Searchmind is, however, not bound by the concluded agreement if, after Searchmind has issued an order confirmation, delivery obstacles arise for which Searchmind is not responsible, cf. further below in clause 9 regarding force majeure.
If the agreement has been concluded verbally, Searchmind will send an order confirmation to the Client. Any objections to the content of the order confirmation must be communicated to Searchmind immediately and without delay, as otherwise the agreement will be deemed concluded on the terms and conditions set out in the order confirmation.
An agreement between Searchmind and the Client may also be concluded by the Client submitting acceptance of the offer, which Searchmind then confirms in writing.
Unless otherwise agreed, agreements are concluded as an ongoing subscription service. The subscription may be terminated with the current month + 1 month’s notice. The subscription runs until terminated.
The Client’s purchasing terms and conditions do not form part of the Parties’ agreement unless they are included in Searchmind’s order confirmation.
3. Delivery and delay
All deliveries from Searchmind are made as quickly as possible and within a reasonable time.
Searchmind is not liable for any operational loss, loss of earnings or other indirect loss as a result of any delay in delivery. Searchmind’s potential liability for delays cannot exceed an amount equivalent to the invoiced amount for the service in question.
Searchmind reserves the right to use subcontractors to fulfil its obligations to the Client.
4. The Service
The tasks Searchmind is to perform for the Client are described in more detail in the Agreement. Searchmind undertakes to deliver a generally good advisory service. The scope of the advisory and/or optimisation effort varies from case to case and must be assessed in relation to the price agreed with the Client and Searchmind’s prevailing hourly rates at any given time.
If work performed is not described in the Agreement, this will be invoiced separately and, as a starting point, based on time spent.
5. Prices
All prices are stated exclusive of VAT and fees. Searchmind reserves the right to adjust prices annually as of January in accordance with the Consumer Price Index (CPI), with a minimum increase of 3%. In the event of further price increases, Searchmind reserves the right to change any stated price for ongoing services with at least 30 days’ notice from the current month, unless expressly stated otherwise.
For hourly-based billing, the hourly rate is DKK 1,200 exclusive of VAT.
6. Payment terms
Payment terms are set out in the order confirmation and invoice from Searchmind. Unless otherwise stated, payment must be made net cash within 8 days.
If the Client does not pay the purchase price on time, Searchmind will charge default interest from the due date calculated at 2% per commenced month.
The Client is not entitled to withhold any part of the purchase price as security for the fulfilment of any counterclaims relating to delivered services, and such withholding will be regarded as a material breach of the Parties’ agreement. The Client is not entitled to set off claims unless the claim has been acknowledged in writing by Searchmind.
7. Liability for defects
To the extent possible, the Client is obliged to examine and inspect delivered services immediately upon receipt.
The Client must give written notice of alleged defects in delivered services directly to Searchmind without undue delay after the defects are or should have been discovered by the Client. All complaints and claims from the Client must be submitted in writing to Searchmind and accompanied by proper documentation. If a complaint has not been received within 30 days of delivery, the Client can no longer invoke defects in the delivered service. If the Client has entered into a subscription arrangement, complaints must reach Searchmind no later than 14 days from the dispatch of the monthly status report. If this is not the case, the Client is precluded from invoking defects.
Searchmind is exempt from liability in relation to delivered services to the extent that the Client, without the consent or agreement of Searchmind, has independently made changes or additions to work already performed by Searchmind, unless the Client can demonstrate that such changes or additions cannot affect the functionality/usability of the work delivered by Searchmind.
Searchmind’s liability for defects is limited to re-delivery of the service or another form of remedy of identified defects. If the defects cannot be remedied and the delivered work must be considered incomplete for the Client, Searchmind will issue a credit note for amounts already paid by the Client for one month.
The Client may only cancel the purchase if the defects have not been remedied within a reasonable time after the Client has filed a complaint. If the Agreement is cancelled due to material defects in delivered services, the Client is only entitled to a refund of the purchase price; if the Client has ordered an ongoing service, the Client may only claim a refund for one month. No further claims may be made. It is specifically noted that Searchmind assumes no liability for operational loss, loss of data, lost profit or other indirect financial consequential loss.
Searchmind is at all times without liability for any exclusion of a website by Google.
8. Product liability
Searchmind is only liable for product liability to the extent that such liability is supported by mandatory statutory provisions and thereby disclaims any further liability of any kind that cannot be supported by such statutory provisions.
Notwithstanding the above, Searchmind assumes no liability for operational loss, lost profit or other indirect loss.
9. Force majeure
Searchmind is not liable for delay or other non-performance caused by war, strikes, lockouts and other force majeure events, including political circumstances beyond Searchmind’s control that could not reasonably have been taken into account at the time of conclusion of the agreement. Searchmind’s obligations under a concluded agreement are suspended in the event of force majeure. Circumstances at Searchmind’s subcontractors that result in Searchmind being unable to fulfil its obligations to the Client and that cannot be averted without disproportionately large financial costs for Searchmind are likewise considered force majeure. If a deadline for delivery of a service from Searchmind is postponed due to force majeure, payments associated therewith are postponed accordingly.
The Client is entitled to cancel the force majeure-affected service if material parts of the agreed service have not been delivered by the agreed delivery date.
Likewise, Searchmind is entitled, without liability, to cancel concluded agreements if it proves impossible to fulfil them within a reasonable time due to the above circumstances.
10. Intellectual property rights and data protection
Any copyrights and other intellectual property rights relating to delivered services belong in all respects to Searchmind. Materials delivered by Searchmind, including reports, analyses etc., may not be copied, reproduced in electronic form, made available to third parties, translated or otherwise redistributed without Searchmind’s express written consent. It is noted that upon termination of the collaboration with the Client, Searchmind is not obliged to hand over or otherwise make available the links that have been built for the Client or any other materials.
Searchmind is entitled to use the Client as a reference when this is done in general terms and without obligations for the Client.
Information about the Client will be stored in accordance with applicable data protection legislation.
The Client is responsible for ensuring that all content, including texts, images, music and video, complies with applicable intellectual property legislation and does not infringe the intellectual property rights of others or otherwise violate legislation. The Client is obliged to indemnify Searchmind against any claim that Searchmind may face in the event of an intellectual property infringement, including compensation, remuneration, damages, legal costs, etc.
11. Access to data etc.
The Client grants Searchmind access to the Client’s website so that Searchmind is able to take the measures necessary to fulfil the Agreement.
Searchmind is not liable to the Client for loss, defects or delay if there is no access to the Client’s IT systems, search engines, digital infrastructure or similar, or if IT systems or internet connections otherwise fail.
12. Governing law and jurisdiction
Any dispute that may arise in connection with agreements between the Parties shall, as far as possible, be sought resolved between the Parties amicably. If a dispute cannot be resolved amicably between the Parties, it shall be settled in accordance with these sales and delivery terms and otherwise in accordance with the general rules of Danish law, with the exception of Danish conflict-of-law rules, before the Court in Aarhus as the court of first instance.
13. Mail service
If you are a client of Searchmind ApS, you will be subscribed to our service newsletter with news and updates relevant to our products.
Last updated: 12 November 2020