Understory Websites Terms
1. Introduction
1.1 This order form governs the relationship between Understory A/S ("Understory") and its customers ("Customer") regarding the provision of Understory Websites, a build-and-maintain website service ("Websites").
1.2 This order form is executed under and governed by the Understory Master Service Agreement ("MSA"). Terms defined in the MSA have the same meaning in this order form. Where this order form conflicts with the MSA, this order form prevails in matters concerning Websites.
1.3 By accepting this order form within Understory's platform, or in writing, the Customer agrees to the terms outlined below (Terms & Conditions).
1.4 Websites requires an active subscription to the System. If the Customer's subscription to the System ends for any reason, this order form ends at the same time, subject to clause 4.5.
2. Services
2.1 Websites is a subscription service under which the Customer's website is built, hosted and maintained on a block-based website builder and connected to the Customer's existing storefront and booking flow in the System. Understory may use subcontractors and third-party providers in connection with Websites.
2.2 Websites is offered in the plans stated at websites.understory.io/pricing, which sets out the plans, prices, included page allowances and included specialist support as applicable at any time.
2.3 The scope of the delivery is determined by the Customer's plan, cf. clause 2.2. Within that scope, which pages are built is defined with the Customer at kickoff and confirmed by the Customer's sign-off at the feedback meeting. Work beyond what the plan includes, or requested after sign-off, is invoiced as Specialist Hours, unless it falls under clause 2.7.
2.4 The delivery process consists of a kickoff, the build, internal testing, a draft review, one (1) round of consolidated Customer feedback, and a final handover at which the domain is connected and the site goes live. Kickoff may be held as a meeting or conducted in writing.
2.5 Where the Customer's plan does not include onboarding, the Customer builds and maintains the site itself in the website builder. Understory can deliver a build or individual pages against payment of Specialist Hours.
2.6 Included specialist hours are allocated per calendar month and do not accrue. Unused hours lapse at the end of the month and are not refunded or carried forward.
2.7 A delivery that goes beyond what the Customer's plan includes, including bespoke design and custom integrations, requires an Enterprise agreement.
2.8 The Customer supplies content, branding and images at kickoff and on an ongoing basis as required, provides feedback in one (1) consolidated round, and approves and carries out the necessary DNS changes at go-live. The Customer holds and renews its own domain name. Delays in the Customer's contribution extend the delivery timeline correspondingly and do not affect the Customer's payment obligations.
2.9 The Customer is responsible for the legal content of its own website, including its terms and conditions, cancellation policy, privacy policy and cookie/consent solution, irrespective of whether Understory has produced draft pages for these.
3. Payment & Pricing
3.1 The Customer pays the plan fee for the selected plan in advance, monthly or yearly as selected, in accordance with the payment terms in the MSA. Yearly plans are prepaid for twelve (12) months.
3.2 Where the selected plan carries a one-time setup fee, the setup fee falls due at the start of the delivery.
3.3 Amounts prepaid under a yearly plan and any one-time setup fee are non-refundable, unless Understory terminates this order form for reasons other than the Customer's breach.
3.4 Work beyond what the Customer's plan includes is invoiced as Specialist Hours at the rate stated at websites.understory.io/pricing, billed as used.
3.5 Failure to make timely payment may result in suspension of Websites, including the Customer's website being taken offline. Suspension does not relieve the Customer of its payment obligations for the remainder of the minimum commitment period.
4. Commitment & Cancellation
4.1 The Customer commits to a minimum commitment period of six (6) months from the effective date. For yearly plans, the minimum commitment period is the twelve (12) month prepaid period.
4.2 Cancellation must be given in writing to info@understory.io, via in-product termination, or in writing to the Customer's contact person at Understory, with notice of the current month plus three (3) months, and takes effect at the earliest at the end of the minimum commitment period. This clause prevails over the notice periods in clause 12 of the MSA in matters concerning Websites.
4.3 This order form may be cancelled independently by the Customer following the minimum commitment period. Cancellation of this order form does not affect the MSA or any other active order form with Understory.
4.4 An upgrade to a higher plan takes effect immediately. The Customer is charged the difference between the two plan fees pro rata for the remainder of the current billing period, and the full new plan fee from the following billing period. Any one-time setup fee applicable to the new plan falls due immediately. An upgrade does not restart the minimum commitment period. A downgrade must be requested in writing on the same notice as clause 4.2, and as of the effective date the Customer's included features, page allowance and specialist hours are reduced to those of the lower plan. Understory is entitled to unpublish pages exceeding the lower plan's page allowance.
4.5 If this order form ends before the end of the minimum commitment period, including where the Customer's subscription to the System ends, the plan fees for the remainder of the minimum commitment period fall due immediately. This does not apply where Understory terminates this order form for reasons other than the Customer's breach.
4.6 On the effective date of cancellation or termination, the Customer's website is taken offline and disconnected from the Customer's domain. The Customer retains its domain name and may download its own content from the website builder at any time up to the effective date. Understory is under no obligation to retain or retrieve the Customer's material after the site has been taken offline.
5. Liability & Performance Disclaimer
5.1 Understory will build and maintain the website to the best of its ability, but does not guarantee specific results, including search-engine rankings, discoverability, traffic volume, conversion rates, bookings or revenue, and is not responsible for the Customer's loss of traffic, rankings, bookings or revenue.
5.2 Any liability for damages under this order form can never exceed the fees paid by the Customer for Websites in the six (6) months preceding the event giving rise to the claim. This clause prevails over clause 10.2 of the MSA in matters concerning Websites.
6. Ownership
6.1 All templates, blocks, layouts, code and the configuration of the Customer's website are the property of Understory and/or its third-party providers. Custom-built blocks and functionality are subject to the same terms as standard blocks and functionality.
6.2 The website as built, including templates, blocks and the underlying builder, is not transferred to the Customer. The Customer's own content can be downloaded, cf. clause 4.6.
7. Modifications to Terms
7.1 Changes to these Terms & Conditions, including changes to plans and prices, are notified in accordance with clause 2 of the MSA.