Use of Understory and Agreement Formation
1.1 Understory A/S (“Understory”) provides software and digital solutions, including booking system and administration, statistics, e-commerce solution, website, etc. (“Understory System”) via a Subscription Agreement to (“Customer”) hereinafter referred to as the “Parties”.
1.2 These license terms ("License Terms") apply to any agreement for the delivery of services provided by Understory ("Subscription") to the Customer unless exceptions are explicitly and in writing agreed between Understory and the Customer.
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 A 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 the termination section below.
1.6 By accepting these terms, the Customer also agrees to receive communication regarding the Understory System, its use, and promotional campaigns as deemed appropriate by Understory in relation to this.
Right to Changes
2.1 Understory is entitled to notify changes to the License 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 License Terms.
2.2 Understory is entitled to make changes to Understory System servers, etc., if required for optimal operation and development.
2.3 Changes in the Customer’s price for the use of Understory System must be notified by Understory with a minimum of one month's notice plus the current month.
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.
Use of 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 either the Understory System, the systems, or the servers, etc. If deemed necessary by the Customer, this must be with prior permission from Understory. A breach of this condition may result in claims directed from Understory against the Customer.
Use of Understory Pay
5.1 Understory offers the Customer the option to enter into an agreement with an external payment provider, e.g., Stripe. 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 payment card through the external payment provider to the bank account specified by the Customer. Through Understory Pay, it is possible for the Customer to offer their end customers payment via various payment methods which 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 their terms and conditions, as well as undergo their “Know your customer” (KYC) process. If the Customer cannot meet the requirements of the external payment provider, both Understory and the payment provider are authorized to terminate the use of the payment solution.
5.3 The Customer is obliged to inform the end customer through their 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.
Ownership
6.1 Understory retains full copyright to everything created by Understory that may be protected under the 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.
Payment for Understory System
7.1 The Customer must pay a usage-based fee corresponding to 3.5% of the turnover value of all transactions processed through the Understory System ("Usage Fee") for the use of the Understory System after the first 30 days of free trial. After the first 30 days of free trial, one of Understory's package solutions must be chosen for continued use of Understory. This happens in dialogue with a Understory employee who will present the different options or by the Customer making the choice directly from the Understory system on their own. At that point, a possible fixed monthly license fee (“License Fee”) will commence. The Usage Fee is calculated on the total turnover value of the transactions where both purchase/booking and payment are completed through 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 Customer acknowledges and accepts a binding period of three (3) months for the use of the Understory System after the first 30 days of free trial. The License Fee for the first three (3) months of the agreement period is paid in advance. This prepaid License Fee corresponds to three (3) months’ License Fee and is invoiced at the beginning of the agreement period. After the expiration of the first three (3) months, the License Fee will continue to be invoiced and collected in advance on a quarterly basis unless otherwise agreed in writing between the parties.
7.4 The usage-based fees are settled continuously in line with consumption and deducted from ongoing payments to the Customer.
7.5 The License Fee is paid either by invoice via registration of a payment card directly in the Understory administration or via the Stripe Billing payment solution.
7.6 If paid by invoice, it is sent to the email specified by the Customer with a fixed 7 days’ payment deadline.
7.7 License fees not paid on time are subject to interest of 15% per commenced month without notice; reminder fees are also added.
7.8 If the Customer is in arrears with an amount corresponding to more than one month’s License Fee, Understory may, without further notice, block the Customer’s access to the Understory System.
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 utilization of the Understory System. This also applies to the Customer’s possible infringement of intellectual property rights or similar.
Customer’s Ownership
9.1 The Customer owns all data that the Customer adds or uses via the Understory System.
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 License Fee.
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 unauthorized access to the Understory System.
10.4 The stock photos provided on understory.io are licensed exclusively for web distribution. Users who choose to utilize these photos are solely responsible for their proper use. Any misuse or abuse of the stock photos, including but not limited to unauthorized distribution, reproduction, or use in any form other than web-based applications, will be the sole responsibility of the user. understory.io 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.io. By using the stock photos, you agree to indemnify and hold understory.io harmless from any claims, damages, or expenses arising from your misuse or abuse of the licensed stock photos.
Force Majeure
11.1 Understory is not liable for damages in the event of force majeure which makes correct fulfillment 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.
Termination
12.1 The subscription and thereby the right to use the Understory System can be terminated with 3 months’ notice to the end of a month.
12.2 Termination of the Understory System must be made in writing to Understory via info@understory.io or directly to the Customer’s contact person at Understory.
12.3 Termination of the Understory System must be made no later than 7 days before a new subscription period starts. Termination sent later than this will be considered a termination of the upcoming extended subscription period.
12.4 Understory’s termination must be made in writing to the Customer no later than 30 days before the end of the subscription period. Termination sent later than this will be considered a termination of the upcoming extended subscription period.
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 according to the Companies Act §§ 6 and 7.
Personal Data
14.1 The Customer is in all respects the data controller.
14.2 By entering into an agreement on the use of the Understory System, Understory’s data processing agreement, which is sent separately, is also accepted.
Governing Law and Jurisdiction
15.1 The agreement is governed by Danish law.
15.2 Any dispute arising in connection with this Agreement, including disputes concerning the Agreement’s existence, validity, or interpretation, must first be attempted to be resolved amicably through negotiation. If negotiations do not lead to any result, any dispute between the Parties concerning the Agreement shall be finally and bindingly resolved by arbitration at the Arbitration Institute according to the Arbitration Institute's adopted rules on simplified arbitration applicable at the commencement of the arbitration proceedings.