Understory Master Service Agreement

1. Use of Understory and agreement formation

1.1 Understory (as defined in section 15) provides software and digital solutions, including booking system and administration, statistics, e-commerce solution, website, marketing tools, etc. (the “Understory System”) via a subscription to the customer (the “Customer”). Understory and the Customer are together referred to as the “Parties”.

1.2 These terms (the “Terms”) apply to any agreement for the delivery of services provided by Understory (a “Subscription”) to the Customer unless exceptions are explicitly agreed in writing between Understory and the Customer. In Understory’s data processing agreement, the Terms are referred to as the “Understory Master Service Agreement”.

1.3 Subscriptions and agreements on prices and fees can be made in writing as well as orally between the Parties, including via digital acceptance through understory.io and associated subdomains, and take effect immediately thereafter.

1.4 An Understory Subscription runs from the effective date. The Subscription continues until it is terminated.

1.5 Both Parties may terminate the agreement in accordance with section 12 (Termination).

2. Right to changes

2.1 Understory is entitled to notify changes to the Terms with 7 days’ notice, whereupon the Customer is entitled to terminate the agreement with the same notice if the Customer does not wish to accept the amended Terms.

2.2 Understory is entitled to make changes to the Understory System, servers, etc., if required for optimal operation and development.

2.3 Changes in the Customer’s price for the use of the Understory System must be notified by Understory with a minimum of one month’s notice plus the current month.

3. Services provided by Understory

3.1 During the subscription period, Understory is obliged to make the Understory System available to the Customer.

3.2 Understory has the right and option to interrupt the Customer’s access to the Understory System if necessary to service Understory’s accesses, functions, etc.

4. Use of the Understory System

4.1 The Customer may only use the Understory System in a manner that can be considered assumed and expected. The use of the Understory System must not place undue strain on the Understory System, its systems or servers, etc. Any such use requires prior permission from Understory. A breach of this condition may result in claims directed from Understory against the Customer.

5. Payments and Understory Pay

5.1 Understory offers the Customer the option to enter into an agreement with an external payment provider, such as Adyen (Understory Pay), Stripe or PayPal. Understory is never a party to the agreement between the Customer and the end customer purchasing a service. Payment is made via the end customer’s chosen payment method through the external payment provider to the bank account specified by the Customer. The payment methods available may vary from country to country.

5.2 For the end customer’s payment to be processed by the external payment provider, the Customer is required to enter into an agreement directly with the payment provider and accept its terms and conditions, as well as undergo its “Know your customer” (KYC) process. If the Customer cannot meet the requirements of the external payment provider, both Understory and the payment provider are authorised to terminate the use of the payment solution.

5.3 The Customer is obliged to inform the end customer through its terms and conditions that payments are handled through an external payment provider and that the transaction takes place as an agreement between the Customer and the end customer.

5.4 Understory is not responsible for the payment solution or the payment provider or any disputes or claims that may arise from the use of the payment provider and its solutions.

6. Ownership

6.1 Understory retains full copyright to everything created by Understory that may be protected under copyright law.

6.2 In the event that the Customer requests Understory to deliver specific functionality, all intellectual property rights, including copyright, belong to Understory. Furthermore, Understory is entitled to make the functionality available to other Understory customers in direct agreement with these customers.

6.3 Through the Customer’s Subscription, the Customer acquires the right to use the Understory System but may in no way copy the Understory System or attempt to resell, transfer or similar to third parties, either in whole or in part.

7. Payment for the Understory System

7.1 Unless otherwise agreed, the Customer signs up for the Explore plan available on Understory’s pricing page, and the Customer pays a usage-based fee of 6% of the turnover for the first 50 transactions processed through the Understory System for the use of the Understory System. After the first 50 completed bookings, the Customer is moved to the Starter plan. Under the Starter plan, the Customer pays a monthly fee and a usage-based fee of 4% of the turnover value of all transactions processed through the Understory System for the use of the Understory System.

7.2 If Understory Pay is used, the Customer additionally pays the fees imposed in connection with the guest/end user’s payment, which may vary depending on the guest’s chosen payment method.

7.3 The usage-based fees are settled continuously in line with consumption and deducted from ongoing payments to the Customer. This fee is only paid by the Customer if the Customer obtains revenue through the Understory System.

7.4 Upgrades in pricing plans take effect immediately. Downgrades follow the applicable notice period.

7.5 A five percent annual price adjustment applies for agreements made under these Terms. The adjustment applies only to the Customer’s base subscription fee before any discounts are calculated.

1. The adjustment applies on each twelve-month anniversary of the agreement’s start date.
2. The adjustment is calculated on the Customer’s base subscription fee.
3. If the Customer changes plans, the Customer adopts the price for the new plan as of the date the change takes effect. The annual adjustment date resets to the effective date of the new plan.

8. Customer’s responsibility

8.1 The Customer is solely responsible for all content uploaded and published via Understory, as well as all content and data received by the Customer in connection with the use of the Understory System. Understory’s exemption from liability applies in all respects, even if Understory has assisted the Customer with setup or similar in connection with the Understory System.

8.2 The Customer agrees to indemnify Understory for any claim of any kind, including claims for compensation, fines, charges, etc., that Understory may be met with as a result of the Customer’s use and utilisation of the Understory System. This also applies to the Customer’s possible infringement of intellectual property rights or similar.

9. Customer’s ownership

9.1 The Customer owns all data that the Customer adds or uses via the Understory System.

10. Limitation of liability

10.1 The Customer, and only the Customer, is responsible for the use of the Understory System.

10.2 Understory can only be held liable to the Customer in the event of interruptions, disturbances or reduced functionality of the Understory System if this occurs due to direct intentional or grossly negligent actions by Understory, including by Understory employees. A temporary interruption, disturbance or reduced functionality of the Understory System does not entail liability for damages. Any liability for damages can never exceed the value of the subscription fee actually paid by the Customer to Understory.

10.3 Understory is not responsible or liable for the Customer’s possible loss of data, operational capability or similar. Furthermore, Understory is not responsible for losses due to unauthorised access to the Understory System.

10.4 The stock photos provided on understory.io are licensed exclusively for web distribution. Users who choose to utilise these photos are solely responsible for their proper use. Any misuse or abuse of the stock photos, including but not limited to unauthorised distribution, reproduction or use in any form other than web-based applications, will be the sole responsibility of the user. Understory disclaims any liability arising from the improper use of the stock photos by users. Users are advised to ensure compliance with all applicable laws and regulations when using the stock photos provided by Understory. By using the stock photos, users agree to indemnify and hold Understory harmless from any claims, damages or expenses arising from their misuse or abuse of the licensed stock photos.

11. Force majeure

11.1 Understory is not liable for damages in the event of force majeure which makes correct fulfilment of the contractual relationship impossible due to extraordinary circumstances that Understory cannot mitigate or foresee, such as war, unusual natural events, riots, fire, accidents, floods, sabotage, lack of energy or raw materials, etc.

12. Termination

12.1 On the free plan, the Customer terminates its agreement with Understory by stopping the use of the Understory System.

12.2 No longer in use.

12.3 No longer in use.

12.4 Understory’s termination must be made in writing to the Customer no later than 30 days before the termination date.

13. Transfer of rights and obligations

13.1 Understory is entitled to transfer, in whole or in part, the rights and obligations related to the relationship between Understory and the Customer to a company controlled by Understory, Understory’s parent company, or companies with the same parent company as Understory, as defined in the Danish Companies Act (selskabsloven) §§ 6 and 7.

14. Personal data

14.1 When Understory processes personal data on the Customer’s behalf in connection with the Understory System, the Customer is the data controller and Understory is the data processor.

14.2 By entering into an agreement on the use of the Understory System, the Customer also accepts Understory’s data processing agreement, which forms part of the agreement between the Parties and is made available to the Customer.

14.3 Understory also processes certain personal data as an independent controller for its own purposes, such as product development, security and operations, and the customer relationship. This processing is described in the data processing agreement and in the Understory privacy policy.

15. Understory contracting party, governing law and forum

15.1 “Understory” means the Understory company with which the Customer has entered into the agreement, as stated in the Customer’s order form, signup or invoice (the “Understory Contracting Party”):

1. Understory Iberia S.L.U., NIF B93867794, Carrer de la Ciutat de Granada, 68, Sant Martí, 08005 Barcelona, Spain, where the Customer has entered into the agreement with Understory Iberia S.L.U.; or
2. Understory A/S, CVR 43717960, Vestergade 4, 2., 8000 Aarhus C, Denmark, in all other cases.

15.2 Regardless of the Understory Contracting Party, the Understory System is operated by Understory A/S. Where the Understory Contracting Party is Understory Iberia S.L.U., Understory Iberia S.L.U. may use Understory A/S to deliver the services under these Terms.

15.3 Where the Understory Contracting Party is Understory A/S, the agreement is governed by Danish law. Any dispute arising in connection with the agreement, including disputes concerning its existence, validity or interpretation, must first be attempted to be resolved amicably through negotiation. If negotiations do not lead to any result, the dispute shall be finally and bindingly resolved by arbitration at the Danish Institute of Arbitration (Voldgiftsinstituttet) according to its rules on simplified arbitration applicable at the commencement of the arbitration proceedings.

15.4 Where the Understory Contracting Party is Understory Iberia S.L.U., the agreement is governed by Spanish law. Any dispute arising in connection with the agreement, including disputes concerning its existence, validity or interpretation, must first be attempted to be resolved amicably through negotiation. If negotiations do not lead to any result, the dispute shall be subject to the exclusive jurisdiction of the courts of Barcelona, Spain.

15.5 If the agreement is transferred to another Understory company under section 13, the Understory Contracting Party, governing law and forum follow the company to which the agreement is transferred, from the date of the transfer.