GTC (general terms and conditions)

DEFINITIONS

  • WYWB: a company published in Denmark.
  • Customer: A third party entering into Agreements.
  • Facilitator: Any third party that WYWB has entered into an agreement with regarding distribution or facilitation of Services and other rights and obligations.
  • WYWB Agreement: Any signed agreement regarding Product between Customer and WYWB.
  • Facilitator Agreement: Any signed agreement regarding Product between Customer and Facilitator.
  • Agreements: Facilitator Agreement and/or WYWB Agreement.
  • Party: WYWB, Facilitator, or Customer.
  • Parties: WYWB and/or Facilitator and Customer.
  • App: WYWB app available for iOS and Android, and on the Website.
  • Content: Data which Customer adds through the backend panel, e.g. products and Offers.
  • Backend panel: The admin panel on the Website.
  • Website: The website available at wywb.dk
  • Products: Commercial products added by Customer through backend panel.
  • Media: Our media channels of WYWB are website and mobile apps, YouTube and Facebook page.
  • Marketing: Presentation of Content to costumer in Media.
  • Integration: Integration of Content in Customer's own media by use of APIs and SDKs that WYWB makes available to Customer.
  • Product: Marketing and/or Integration.
  • Statistics: All data collected from Integration or Media.
  • Segmentation: Restrictions of Content to e.g. being present in only specific geographical areas.
  • Service(s): backend panel, Insight, APIs, SDKs, and other services provided by WYWB to Customer.
  • Offers: Offers created through Backend Panel or created by WYWB from HOT ITEMS.

GTC are an integrated part of Agreements, however, in case of discrepancies between the GTC and the Agreement, the GTC shall prevail.

PERFORMANCE

  • WYWB shall deliver Service in accordance with GTC. Customer accepts that WYWB shall be entitled to facilitate any delivery to the Customer according to Agreements as per agreement between WYWB and Facilitator.
  • Any intellectual property right pertaining to Media, Services, Statistics, and to any other delivery by WYWB are owned by, or licensed to, WYWB. The Agreements shall not in any way transfer nor license any intellectual property right to Costumer nor Facilitator.

SPECIAL TERMS - CUSTOMER

  • Customer may add Content for Marketing.
  • Products/Items must be added no later than 72 hours prior to publication. Failure to comply with this term means that WYWB cannot guarantee that products will be published in Media on time.
  • Customer shall not add Content which is illegal, harassing, threatening, harmful, damaging, defamatory, insulting, offensive, violent, obscene, vulgar, invasive in relation to the privacy, spiteful, racist, pornographic or ethnically offensive, promoting WYWB competitor(s), or offensive in any other way. Such Content will be deleted immediately when observed by WYWB whom may consider it a gross breach of Agreements. Furthermore, WYWB will close the access of the Customer to Backend Panel.
  • Customer may use Integration.
  • Through Backend Panel, Customer may add and maintain its account, e.g. in the form of logo, branding color, website, addresses of the stores, opening hours, etc.

DATA RIGHTS AND OBLIGATIONS

  • Catalogs remain property of Customer and may only be used by WYWB in accordance with and to perform rights and obligations under Agreements. WYWB is, however, at any time entitled to keep copies of Content for purposes, without limitations, of e.g. supply and demand analysis.
  • Customer shall ensure that Content is in accordance with applicable Danish legislation and legislation in the country of Customer. This applies, inter alia, to rules concerning personal data, marketing, consumer protection, and intellectual property rights.
  • Customer shall indemnify WYWB against any claims from third parties, including, inter alia, claims for damages, compensation, or legal costs to the opponent and WYWB representation, if liability may be attributed to Customer's affairs, and the behavior giving rise to liability is not due to WYWB failure to fulfil its obligations under Agreements.
  • WYWB has at any time exclusive ownership of Statistics.

DUTY OF SECRECY

  • The Parties shall undertake to keep secret (i) all information 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 WYWB, and other confidential information, which Customer has received during its co-operation with WYWB and/or Facilitator, shall be described as the business secrets of WYWB or Facilitator which may not be disclosed or used by Customer or its staff. This duty shall also apply after termination of Agreements.
  • The Parties shall, however, not keep secret the actual existence of Agreements. However, specific agreement terms, including, without limitation, term, prices, and other specific terms for Customer, shall be kept strictly and unconditionally secret by the Parties.

INVOICING AND TERMS OF PAYMENT

  • For Marketing, Customer will be invoiced upon expiry of an invoicing period on the basis of effect, i.e. a calculation of actual Marketing within the invoicing period, based on Statistics and the price for Marketing, according to Agreements.
  • For Integration, Customer will be invoiced upon expiry of an invoicing period on the basis of usage, i.e. a calculation of actual usage within the invoicing period, based on Statistics and the price for Integration, according to Agreements.
  • Only for WYWB Agreements, invoices fall due for payment as agreed in WYWB Agreement. In the event of late payment, interest is charged (discount rate of Danish Central Bank with an addition of 6 % p.a.) with effect from time for payment stipulated in the invoice. In the event of late payment, a dunning letter is forwarded, and if payment is still not effected, debt will be collected by a third party.

SERVICE LEVEL AND UPTIME

  • With reasonable care and proficiency, WYWB shall provide Marketing. WYWB shall not give other promises or guarantees with regards to Marketing, and WYWB does not guarantee that:
  • Marketing will be uninterrupted or free from errors. The Customer accepts that WYWB may at any time remove Marketing as a part of the Agreements for non-specified periods, or that WYWB may at any time cancel Marketing for technical or operational reasons, and that WYWB will notify Customer accordingly as far as possible;
  • Marketing will not be subject to loss, distortion, attacks, virus, interruption, hacking, or any other attacks on the safety which would constitute a force majeure situation, and WYWB hereby excludes liability in this respect.
  • Only in relation to Integration, WYWB warrants an uptime of 99.5 % Active Period is calculated in full hours when Integration was available but with the result that the weight of the hours between 00:00 and 08:00 is only 1/10, taking into consideration the expected limited traffic during these hours.
  • Actual Uptime is calculated in full hours when Integration was available.
  • Planned service work, maintenance, and updating of Integration in the period 01:00-06:00 are included in the uptime but are performed in as short intervals as possible. Notice concerning planned shutdowns will, as far as possible, be given 48 hours before.
  • WYWB shall notify Customer as soon as possible about any interruptions of operation, including the time, duration, and reason.
  • WYWB shall not be responsible for interruptions of operation caused by circumstances outside control of WYWB, including power breakdown, DNS breakdown, errors with top level domain administrators (or similar), cabling outside the physical settings of WYWB, hardware errors, errors in deliveries from third parties (including hosting with e.g. Amazon), and errors due to Content.
  • WYWB shall not be responsible for interruptions of operation caused by force majeure (strikes, bad weather, war, etc.).
  • WYWB shall not be responsible for interruptions of operation due to inaccessibility of digital market places where Media are offered, e.g. Apple App Store, Google Play and Windows Marketplace.
  • . If the uptime is not observed during a calendar month, and this is due to circumstances for which WYWB is responsible for and which are not covered by Clauses 7.3-7.6, WYWB shall within 30 days after demand from Customer refund or credit Customer an amount equivalent to the costs per day when the guaranteed uptime was not observed. However, this amount may never exceed one month's payment, cf. 6.

OTHER TERMS

  • WYWB shall always ensure that development, production, manufacturing, quality control, analysis, testing, marketing, etc. take place at a high level in terms of professionalism, quality, and ethics, and WYWB shall provide services to Customer at the same high level.
  • WYWB is liable for the conformity of Services in respect to statutory or other regulative requirements applicable in Customer’s jurisdiction, hereunder any legislation regarding data protection and privacy laws.
  • Customer is not entitled to assign rights or obligations under Agreements, unless WYWB or Facilitator has given its prior written consent. WYWB is entitled to assign WYWB Agreements to third parties who are affiliated to WYWB.
  • For Facilitator Agreements, Customer accepts that in the event of expiry of the agreement between WYWB and Facilitator, the rights and obligations of Facilitator under its agreement with Customer are automatically assigned to WYWB in order for Customer to keep receiving delivery of Services. However, WYWB may refuse to undertake any transferred rights or obligations. Upon notice from WYWB, correspondence, payments, and any other deliveries from Customer to Facilitator, shall be directed to WYWB as per instructions from WYWB.
  • Customer accepts use of sub-contractors of WYWB. Customer also accepts that WYWB, to the extend necessary in order to serve obligations under Agreements, is entitled to pass on information and data to sub-contractors regarding Customer received from Customer directly or via Backend Panel.
  • WYWB reserves its right to change the terms and conditions of WYWB Agreements and GT&C on a continuous basis, including to change or include payments for, inter alia, existing and new services (“Changes”). WYWB shall notify Customer by email about any Changes. Any Changes will come into force and be applicable to Agreements, and thereby the Parties' relationship, at one (1) month’s notice after the date when Customer has been notified about the Changes by WYWB. However, Changes that solely improve the legal position of Customer may come into force immediately.
  • If Customer does not want to continue Agreements because of the Changes, Customer is entitled to terminate Agreements by giving one (1) month's notice by email to WYWB or Facilitator.

TERMINATION - BREACH

  • In the event of material breach of Agreements, the Party not in breach is entitled to terminate Agreements with immediate effect in accordance with the general rules of Danish law. Further, the Party not in breach is entitled to claim other remedies for breach in connection with 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 GT&C. If an Agreement is terminated, WYWB or Facilitator is entitled to full financial cover of that part of the Service, which has already been performed according to the Agreement, and which has not yet been invoiced.
  • A claim for breach shall be made within one 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.
  • The Parties shall not be liable for damages or losses that originate from unusual circumstances or that prevent, complicate or make more expensive the performance of Agreements, if these damages or losses occur after the entering into Agreements and lie outside the Parties' control, including: industrial disputes (strikes and lockouts), fire, war, riots, internal unrest, weather and natural disasters, exchange restrictions, public seizure, bans on import and export, interruption of general communications, including energy supply, substantial increases in prices and/or duties, currency fluctuations, production and delivery difficulties due to circumstances for which a Party is not to blame and force majeure and/or hardship with relevant co-operation partners, sub-suppliers, etc.
  • Material breach under Agreements exists, inter alia, when:
  • Customer breaches its obligations under Clauses 3, 4, and 9. WYWB breaches its obligations under Clause 4. WYWB sets aside its obligations on several occasions under Clause 7.
  • WYWB and Facilitator shall in no event be 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 Services, or danger that such damage will occur comes to the attention of Customer, Customer shall without undue delay notify WYWB thereof in writing. The notice does not relieve Customer of his obligation to minimize such damage.
  • In any case, Customer's claim for damages or losses is limited to an amount equivalent to one month's fee under Clauses 6.1 and 6.2.

GOVERNING LAW

  • Any dispute which may arise out of or in relation to GT&C and/or WYWB Agreements is to be settled in accordance with Danish law and by the court in Copenhagen as the venue in the first instance.