The following terms and conditions for Hood Agency Aps, Aaboulevarden 52, 2-4 floor, 8000 Aarhus C, CVR 39332574 (hereinafter “HOOD”), shall apply to all projects that HOOD agrees to on behalf of the customer – unless the terms and conditions are deviated by expressively written contract. The agreement between the customer and HOOD will herein after referred to as “The Agreement”. The terms and conditions may be changed without further notice.

  1. ORDER CONFIRMATION

The customer is bound by The Agreement as soon as the order is placed. HOOD’s booking confirmation form, containing the specific terms of the booking, must be accepted and returned by the customer. Failure  to accept and/or return the booking confirmation form whilst proceeding with the booking will be deemed to be an acceptance by the customer of these terms and conditions and they shall apply to and govern the booking between HOOD and the customer. Any amendment and/or variations made to the booking confirmation form by the customer shall not be valid and binding unless HOOD has agreed to such amendment and/or variation in advance and confirmed such agreement in writing. The customer will only be able to annul the order by previous written consent from HOOD.

  • DELIVERY
    • The delivery of the services will be in accordance with the Agreement that has been made between the customer and Hood (hereinafter “The Parties”). If a written agreement hasn’t been entered into between The Parties, or if a written Agreement doesn’t consider it, HOOD will be able to set the exact date of delivery of the services – it must, however, be in the period of where the Agreement is in force between the Parties.
    • If nothing else is agreed upon, the place of delivery will be at HOOD’s business location at Aaboulevarden 52, 2-4 floor, 8000 Aarhus C or Christian IX’s street 1, 3tv, 1111 Copenhagen K.
    • All shipment will be at the risk of the customer as well as paid by the customer.
    • The time of delivery will be stated as far as possible in a possible offer or Agreement between the parties. HOOD is entitled to postpone the delivery by 14 days but must immediately notify the customer in writing of the delay. However, in case of Force Majeure, cf. below, the time of delivery must be postponed until the obstacle ceases and ordinary trade and transport is possible again.
    • Any defects in the delivery due to HOOD are to be rectified as quickly as possible by HOOD, and no liability from the customer towards HOOD or any third party will be possible.
  • PRICES
    • All prices are without VAT.
    • Apart from the offered or agreed price, HOOD is entitled to require payment for:
      • Extra work due to faulty material given by the customer or corrections in the delivered production.
      • Prices in other currency than DKK are based on the currency in DKK that was effective when the Agreement was entered into. 
      • All prices are calculated for delivery to HOOD’s address in Aarhus. Payment for transportation outside HOOD’s address in Aarhus and transportation insurance for this is to be paid by the customer besides the agreed price.
  • PAYMENT
    • Unless otherwise agreed by written agreement, the payment from the customer to HOOD has to be by invoice, and it will be due 8 days from the invoice date. In case of late payment, a penalty of 3% per month will be added from the due date. HOOD may postpone the delivery or cancel the delivery in writing, without making themselves liable hereof if the customer still hasn’t paid past due payments on previous orders. Any loss to HOOD as a result hereof must be fully compensated by the customer.
    • Deliveries that exceed a total price of DKK 50.000 will be invoiced with 50% before the job starts and the remaining 50% upon delivery.     
    • If the customer’s circumstances cause an agreement to not be carried out continuously HOOD is entitled to partial invoicing.
  • DEFECTS
    • If the delivery isn’t carried out in accordance with the Agreement or in accordance with the customer’s written instructions that has been accepted by HOOD, there is a defect.
    • The delivery must in all cases have the characteristics guaranteed by the Agreement. If the delivery deviates from the Agreement, but the deviation is due to circumstances arising from the customer or that other than HOOD has adapted or performed maintenance to the delivery, this will not be regarded as a defect and HOOD cannot be held responsible for this.
    • If the delivery suffers from a defect, the customer must notify HOOD in writing without undue delay.
  • THE CUSTOMER’S OBLIGATIONS
    • The customer undertakes to provide its own participants for the project and other stakeholders with the necessary knowledge and skills at the agreed times to the extent that is necessary. The customer is responsible for the management and coordination of all the customer’s stakeholders, including their communication with HOOD.
    • The customer undertakes to provide access to available product information, necessary systems, user information, website analyzes and any existing strategic documentation that is current and relevant to the performance of the delivery.
    • The customer commits to providing HOOD with approved electronic files with logos, product images and written content.
    • The customer undertakes to be responsible for the accuracy of the material provided and the necessary approvals of the content.
    • The customer undertakes to have all necessary rights and licenses for material provided to HOOD.
  • LICENSED RIGHTS
    • If nothing else is agreed upon, any material produced by HOOD for the customer, only include the right to use the material on the customer’s own homepage and catalogue for a period of 6 months.
    • Unless anything else has been agreed upon, any licensed usage may only used within the borders of the Danish Kingdom.
    • Any booking is personal to the customer and therefor the costumer may not without written approval from HOOD assign its rights hereunder to any third party that being a company, legal entity or person.
    • Any utilization of the licensed usage rights, before the agreed amount has been fully paid shall be prohibited.
    • For the avoidance of doubt, if any reference to the followings terms is mentioned in the Agreement, they shall have the following meaning:
      • POS (point of sale): POS is limited to use of material in stores owned by the customer, or shopping complexes or buildings that include the customer’s stores. This does not include material in windows, on the front of the door, on banners hung on the store etc. If the store is located in shopping complexes, the shopping complex will be perceived as outside.   
      • Outdoor or OOH (Out of home): Outdoor include use of material outside. Outside is limited to use outside the physical store, this could be, but is not limited to: billboards, posters at bus stops, material printed and put directly on busses or in windows etc.
      • Online: Includes the right for the customer to use the material online on web pages owned by the customer, such as web sites, blogs etc. This does not include third party banners and use on Social Media. 
      • Social Media: Include the right to use material on Social Media owned by the customer such as but not limited to; “Youtube”, “Facebook”, “Instagram”, “Twitter”, etc.
      • Catalogue: Include the right to use the material in physical and printed catalogues. The customer is only allowed to use the material for physical and printed catalogues owned and made by the customer.
      • Digital catalogues: Include the right to use material in the customer’s digital catalogues. This includes but is not limited to; digital catalogues in its core meaning, as well as showcasing of the digital catalogues at monitors in the customer’s store, or showcasing of the digital catalogues in stores that keep the customer’s brand.
      • Advertising: Include the right to use material POS, OOH, Online, Social Media, Catalogue and Digital catalogues freely and unimpeded in advertising for the customer. This also includes the right to show the material in catalogues from third parties.
      • Print: Include the right for the customer to use the materials in printed versions such as flyers, postcards and business cards etc. This is limited to print in store, which prevents use OOH.
      • E-com: Include the rights to use the material for the customer’s ecommerce, such as web shop or Instagram business where it is possible to shop directly from the picture. This does not include the right to use the material for banners and other digital use.
      • Billboards: Include the right for the customer to use material for billboards in agreed upon areas.
      • Cinema: Include the right to use material in commercials before movies at the cinema in agreed upon areas. 
      • TVC (TV commercial): Include the right to use the material for TV and commercials in accordance with what the material is created for.
      • Full Buyout: Include the right to use the material in all media aspects in accordance with what the material is created for.
      • Internal usage: Include the right to use material internally in the company. This is limited to in house physical use as well as online use with a limited access for employees, which could e.g. be for training purposes. It does not include the right to use it in a way that makes it public to people outside the company.
      • BTL (Below the line): Include all the above-mentioned terms apart from TV, Billboard, Print and Cinema.
      • ATL (Above the line): Include all above-mentioned medias.
  • FORCE MAJEURE
    • HOOD shall not be liable if the following non-exhaustive force majeure incidents occur and prevent or delay the performance of the Agreement: War and mobilization; rebellion and civil disobedience; terrorism; natural disasters; strike and lockout; shortage of goods; errors, defects or delays in deliveries from subcontractors or if subcontractors are otherwise affected by the circumstances; fire; lack of means of transport; exchange restrictions; import and export restrictions; death, illness or absence of key employees; computer virus; or other circumstances beyond the direct control of HOOD. In such cases, the affected, HOOD, must be entitled to postpone its fulfillment of the obligation until the obstacle is terminated, or alternatively to cancel the Agreement in whole or in part without taking any responsibility for it, if the obstacle causes the fulfillment to be postponed for more than 6 months.
  • PRODUCT LIABILITY AND LIMITATION OF LIABILITY
    • For product liability, the rules in force in Danish law shall apply at all times. Unless otherwise required by mandatory legal rules, HOOD is not responsible for any operational loss, loss of profits or other indirect loss arising from product liability.
    • HOOD has no responsibility for loss or damage to property such as originals, materials etc. that does not belong to HOOD but are left in HOOD’s custody for the purpose of solving agreed tasks or for the storage of already delivered deliveries. However, HOOD is liable if it is proven that the loss or damage is due to gross negligence on the part of HOOD’s employees. It is the customer’s responsibility to sign an insurance to secure items from damage and damage from use in the production towards fulfilling the Agreement between the Parties.  
  1. THE SUBCONTRACTOR
    • HOOD is entitled to have all, or part of the job done by a subcontractor.
  1. DUTY TO INFORM
    • The Parties shall inform each other in writing of any matter which is deemed to be of significance for the completion of the Agreement in such a timely manner, that makes the second part able to adapt to the future situation.
  1. LAW AND JURISDICTION
    • The Agreement must be governed by and constructed in accordance with Danish law without regard to the applicable international private law rules to the extent that the application of such rules would lead to a choice of law other than Danish law. Where recovery of debt is needed by HOOD, HOOD may at any time choose to recover the debt at the customer’s home in accordance with the laws of that country.

Updated on: 08th of October 2019

TERMS AND CONDITIONS