1. INTRODUCTION 1.1.

These general terms and conditions ("General Terms") are accepted by ticking off "Accept Terms and Conditions" in the check-out form, by entering into an agreement referencing these General Terms, or by using the application or services, and apply between Umbraco A/S (“Umbraco") and the customer ("Customer").

1.2.

This is a business-to-business service only. There is no intention to create a contract with any consumer. If you are a consumer and wish to use the services mentioned in these terms, then first contact Umbraco on [email protected].

1.3.

The General Terms apply to the delivery of all products, deliverables and services from Umbraco to Customer ("Services"). A Service may be subject to additional specific terms and conditions ("Service Terms"). The General Terms and the Service Terms form an integrated part of the Agreement (as defined below). The provisions of the Service Terms prevail in the event of conflict with the provisions of the General Terms.

1.4.

"Agreement" means any agreement for the delivery of Services between Customer and Umbraco set out in the Agreement, regardless of the medium and method of entering into the Agreement and whether signed, confirmed by e-mail or otherwise legally formed.

1.5.

Unless explicitly subject to other terms and conditions, the General Terms and applicable Service Terms apply to Services provided by Umbraco prior to entering into the Agreement as well as additional services derived from or otherwise related to the Services.

1.6.  

The Agreement is a two-party contract between Umbraco and Customer; any Services are deemed provided to Customer, under Customer’s responsibility and subject to the Agreement, regardless of the actual service recipient, known or unknown, if different from Customer. The relationship between Customer and any third party, incl. any service recipients, is of no consequence to Umbraco and does not release Customer from any obligations in the Agreement. Customer is expressly not authorized to bind Umbraco or act as its agent in relation to any third party.

2.       THE SERVICES
2.1.  

The Services are specified in the Agreement which contains the exhaustive specification of the Services and the requirements in relation hereto, including scope, quantity, and quality as well as any specific expectations hereto.

2.2.  

The Services must be provided in accordance with recognised and generally accepted good practice within Umbraco’s industry.

2.3.  

Within the framework of the Agreement and the specifications therein, Umbraco decides on how to structure and provide the Services, including methods, design, and functionality.

3.       PROFESSIONAL SERVICES
3.1.  

Unless expressly set out in the Agreement, all professional services including but not limited to, support services, maintenance, training and events (“Professional Services”), are provided as professional performance services meaning that Umbraco provides a work effort but does not warrant a specific functionality or result (in Danish: "Indsatsforpligtelse").

3.2.  

Time of delivery for Professional Services will occur continuously as Umbraco performs the Services.

4. TIME SCHEDULE AND DELIVERY
4.1.

The Services are delivered in accordance with the delivery time set out in the Agreement.

4.2.

Unless otherwise agreed, delivery takes place for each part of the Services no later than the time when the Service is made available to Customer for commercial use. The risk of the Services passes to Customer at the time of delivery.

5. CHANGES
5.1.

Umbraco may update these General Terms and any Service Terms from time to time. The current version of the General Terms and the Service Terms in force from time to time are available on Umbraco’s website. Umbraco will endeavour to provide reasonable notice of any changes by posting such changes on the web site. It is Customer’s responsibility to check the website regularly to keep updated on any changes to the General Terms and Service Terms

5.2.

If Customer cannot accept any changes by Umbraco, Customer may terminate the Agreement for convenience by giving written notice hereof to Umbraco at any time prior to the effective date of the changes. In such case the Agreement will be terminated for convenience per the effective date of the changes. Further use of a Service after the effective date of the changes shall be deemed to be acceptance of the changes.

6. USE OF SUB-SUPPLIERS
6.1.

Umbraco may use and replace sub-suppliers in the performance of the Services.

6.2.

Umbraco is directly responsible for the Services performed by a sub-supplier as if the Services were provided by Umbraco itself.

7. THIRD PARTY SERVICES
7.1.

The Services may include services from a third party, typically in the form of standardised services or products such as operating environments, hosting, online services, platforms, software, hardware, data, documentation, or other such services ("Third Party Services").

7.2.

Notwithstanding anything to the contrary, Umbraco assumes no liability of any kind for any Third Party Services, including concerning availability, functionality, updates, modifications or defects; Third Party Services are delivered strictly "as is".

7.3.

For the avoidance of doubt, the third party providing the Third Party Services is not considered a sub-supplier.

7.4.

Umbraco may at any time replace suppliers of Third Party Services.

7.5.

This clause 7 applies to any third party service, whether integrated in the Services or made available to Customer as a standalone Service, etc.

8. PRICES AND PAYMENT
8.1.

The Services will be delivered against payment as set out in the Agreement.

8.2.

The terms of payment are 8 working days from the date of the invoice unless the order is placed by credit card.

8.3.

All prices are exclusive of VAT and other taxes/duties.

8.4.

Currencies are DKK, EURO, USD and GBP, as stated in the invoice and will be applied at the prevailing rate.

8.5.

Interest on overdue payments accrue in accordance with applicable law.

8.6.

Umbraco may adjust charges with three months prior written notice. If Customer cannot accept the price adjustment, Customer may terminate the Agreement for convenience in accordance with clause 5.2.

8.7.

Changes due to external circumstances, including in relation to currency rates, utilities, charges for insurance and carriage, change in prices for Third Party Services etc. permits Umbraco to further adjust its charges by the net impact of the changes without prior notice. If Customer cannot accept the price adjustment, Customer may terminate the Agreement for convenience in accordance with clause 5.2.

8.8.

Set-off against any payments invoiced by Umbraco is not permitted.

9. LIMITATION OF LIABILITY
9.1.

 A Party is not liable for any indirect, or consequential damages, including Customer's lost profits or revenues, anticipated revenues, operating loss, loss of goodwill, business interruption, diminished business value or loss of data. However, cover purchases, Umbraco's lost profits or revenues under the Agreement, increased resource spend by Umbraco or payment for surplus resources which cannot be reallocated, are deemed a direct loss.

9.2.

Each Party’s aggregate liability in respect of all matters arising out of or in connection with the Agreement during any 12 months period, whether based on contract, indemnity, statute, equity, art. 82 of the General Data Protection Regulation or otherwise, is limited to an amount corresponding to 100 % of the payments received by Umbraco under the Agreement for the same period.

9.3.

The Parties are each responsible and liable for claims from data subjects in accordance with Article 82 of the General Data Protection Regulation and clause 26 of the Danish Liability for Damages Act (in Danish "erstatningsansvarsloven"). The limitations of liability in these General Terms and in the Agreement apply to claims between Customer and Umbraco as a result of claims from data subjects. Customers' claims against Umbraco cannot exceed the amount in the limitation of liability, and Customer must indemnify Umbraco for any claims from data subjects against Umbraco exceeding such amount.

9.4.

The limitations of liability do not limit a Party’s liability in relation to:
a) payment of any due invoices;
b) losses that may not be excluded or limited according to applicable law which cannot be waived;
c) product liability in relation to death or bodily harm;
d) losses or damages incurred by Umbraco due to Customer’s use of an EOL Version or EOL Service;
e) breach of confidentiality undertakings set out in the Agreement; and
f) gross negligence, wilful misconduct or fraud.

10. INTELLECTUAL PROPERTY RIGHTS
10.1.

Any information provided by the Umbraco Software and/or the Service, other than Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to Umbraco unless stated otherwise by Umbraco.

10.2.

No intellectual property rights are assigned to Customer unless otherwise explicitly agreed.

10.3.

Customer must notify Umbraco of any actual or suspected infringement of Umbraco’s intellectual property rights and any unauthorized use of the Services that the Customer is aware of.

10.4.

Customer holds all rights to Customer’s own data, including intellectual property rights.

10.5.

Customer grants Umbraco a non-exclusive, worldwide, royalty-free licence to use, reproduce and modify any Customer intellectual property rights to the extent necessary for Umbraco to perform the Services.

10.6.

The Umbraco CMS software itself is open sources software licensed under MIT (https://github.com/umbraco/Umbraco-CMS).

11. THIRD PARTY INDEMNIFICATION
11.1.

Subject to the limitation of liability Umbraco must indemnify and hold harmless Customer for any claims submitted and finally awarded to, a third party that the Service infringes the third party’s intellectual property rights.

11.2.

Indemnification is conditional upon the Affected Party:
a) promptly notifying the Defending Party of the claim, giving the Defending Party the option of taking over the defence hereof;
b) giving the Defending Party any reasonably requested information and cooperation and sole authority to defend and settle the claim; and
c) not making any statement which may prejudicially affect the chances of settlement or defence of the claim.

11.3.

If a final judgment is entered in favour of a third party where infringement is established, Umbraco is, at its own discretion, entitled to obtain a valid license to the infringed intellectual property rights or bring an end to the infringement by modifying or replacing the Service with a solution that in all material respects has the same functionality as the Service.

11.4.

Alternatively, Umbraco is entitled to terminate the Agreement with immediate effect against repayment of the license fee for the terminated part of the Service received within 12 months from the notification of the infringement to Umbraco, without the obligation to indemnify further loss or costs.

11.5.

Umbraco’s obligations do not apply to the extent where a claim or a final judgment is based on:
a) Customer’s non-compliance with the Agreement, the General Terms, the Service Terms or any other applicable terms including license terms;
b) Customer’s integration of the Service with a product, data or business processes not provided by Umbraco, including third party add-ons or programs;
c) use of the Service for other purposes than the intended purpose and/or contrary to the instructions regarding proper use.

11.6.

This clause is Customer’s only remedy for breach in the event of infringement of a third party's intellectual property rights.

11.7.

Customer will indemnify and defend Umbraco from and against all third party claims arising from or in connection with Customer’s use of the Services or Customer’s data, or any use thereof, without regard to any limitations of liability.

12. TERMINATION
12.1.

Termination for Convenience
12.1.1.

The Agreement may be terminated for convenience by Customer with one-month prior written notice to the end of a subscription period.

12.1.2.

The Agreement may be terminated for convenience by Umbraco by giving six months prior written notice to the end of a subscription period.

12.2.

Termination for cause
12.2.1.

Each Party may terminate the Agreement immediately for cause:
a) if the other Party commits a material breach of the Agreement, and the material breach has not been remedied within 30 days of receipt of a written notice from the non-breaching Party to do so;
b) if the other Party is responsible for a material breach of the Agreement which is not capable of remedy; or
c) in the event of bankruptcy of the other Party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Danish Insolvency Act or similar applicable law.

12.2.2.

Customer’s failure to pay any outstanding amount (except for outstanding amounts disputed in good faith) is deemed a material breach.

12.3.

Effects of termination
12.3.1.

Termination for any reason has effect for the future only (ex nunc).

12.3.2.

Termination for any reason does not result in the repayment of any payments made.

13. FORCE MAJEURE
13.1.

No Party is in breach of any obligation to the extent and for the duration prevented from performing the obligation due to a force majeure event.

13.2.

Force majeure events include acts of God, war, mobilization, breakdown of telecommunication/Customer’s infrastructure that are not provided by Umbraco, external security events (e.g. hacker attacks, attack by computer viruses or other third-Party destructive behaviour) and similar conditions (if the event is not the result of Umbraco’s breach, including non-compliance with agreed security requirements under the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disaster, strikes, lock-out, fire, damages to production plant, import and export regulations and other unforeseeable circumstances beyond the control of the Party concerned.

14. DATA AND SECURITY
14.1.

Customer is responsible for ensuring proper backup of Customer’s data.

14.2.

Customer is responsible for the accuracy and integrity of any data processed by Umbraco when utilising the Services; and Customer’s transfer, migration and/or conversion of Customer’s data to or from the Services.

15. CUSTOMER’S PERSONAL DATA
15.1.

If Umbraco undertakes to process personal data on behalf of Customer (as a data processor), the Parties must enter into a separate data processor agreement based on Umbraco’s standard. The provisions of the data processor agreement prevail in the event of conflict with the provisions of the Agreement, the General Terms, or the Service Terms.

15.2.

Customer is responsible for and warrants, that any personal data processed by Umbraco upon instruction from Customer, can be done lawfully, is necessary, objective and that proper consent from the registered person has been obtained when required.

15.3.

Umbraco may anonymise and use for its own purposes any data received, generated, or processed as part of the Services. Umbraco holds any and all rights to the anonymised data, including intellectual property rights.

16. CONFIDENTIALITY
16.1.

Each Party must observe complete confidentiality regarding any information and documentation etc. about the other Party in every respect as obtained in relation to the Agreement and the Services. This clause applies regardless of termination of the Agreement for any reason.

16.2.

Each Party may disclose confidential information to its representatives, including legal advisors, consultants etc. if the disclosure is necessary for legal advisors, consultants etc. to perform their roles or professional functionality in relation to the Agreement or the Services. A Party may further disclose confidential information to the extent that it is required to do so by mandatory law or regulation, or by an enforceable order of a court or public authority acting within the scope of its powers.

16.3.

The confidentiality obligations do not cover:
a) information known or which becomes known to the receiving Party without obligation of confidentiality;
b) information which is independently developed by the receiving Party;
c) information which is known to the general public.

16.4.

Personal information subject to privacy laws is not per se confidential information.

16.5.

Where Customer provides information, usernames or passwords in relation to any third party systems, information feed or service to Umbraco, Customer shall warrant that the provision of such information or the storage and use by Umbraco of such information shall not breach the terms and conditions for such service or any other third party rights. Customer shall indemnify and hold harmless Umbraco from any and all loss, damage, cost and expense arising from breach of this clause.

17. END-OF-LIFE VERSIONS
17.1.

Umbraco may at its sole discretion and at any time designate certain versions of the Services, including any solution or software, as End-of-Life-Versions (“EOL Versions”).

17.2.

EOL Versions are not supported nor provided by Umbraco. Consequently, Umbraco may cease to provide any Services in relation to EOL Versions and the continued provision of e.g. support services may be subject to Customer upgrading EOL Versions to the latest version.

17.3.

Umbraco may at its own discretion continue to provide, or offer and provide certain specific, Services in relation to EOL Versions, incl. security updates (“EOL Services”). Such EOL Services are provided strictly “as is” without liability of any kind using commercial reasonable efforts and without any warranties, implied or otherwise, regardless of whether such Services were provided prior to the EOL Version designation. Customer is specifically advised that EOL Services may contain errors and result in e.g. damages, disabled functionality, outage, loss of data etc. Customer should thus not use any EOL Services unless Customer accepts the inherent risk.

17.4.

Customer assumes full responsibility for any risks and liabilities from the use of EOL Versions or EOL Services. Umbraco is not liable for any claims, damages, liabilities, costs or expenses incurred by Customer as a result of using EOL Versions or EOL Services.

17.5.

Customer agrees to indemnify and hold Umbraco harmless without regard to any limitations of liability for any claims, damages, liabilities, costs or expenses arising from or related to Customer’s use of EOL Versions and EOL Services including but not limited to; losses or damages suffered by Umbraco due to hacking, cyber attacks, viruses, Trojan horses, DDoS attacks etc., regardless of whether such was avoidable or caused by known security weaknesses.

17.6.

Umbraco will seek to provide reasonable notice to Customer regarding the designation of EOL Versions and the availability of the latest version hereof.

17.7.

Umbraco reserves the right to terminate the Agreement in accordance with the applicable termination notice, provided that Customer continues to use an EOL Version or rejects to upgrade to the latest version after being notified of its availability.

18. ASSIGNMENT
18.1.

The Parties may only assign rights and obligations pursuant to the Agreement to a third party with the other Party’s prior written approval which must not be unreasonably withheld or delayed.

18.2.

Notwithstanding anything to the contrary, Umbraco may at its sole discretion, assign, novate or transfer the Agreement, in whole or in part, to (a) an affiliate of Umbraco or (b) to any third party if done so as part of a divestment in whole or in part of one or more of its business units etc.

19. VALIDITY AND SEVERABILITY
19.1.

If a provision in the Agreement is considered illegal, invalid or unenforceable, such provision will be enforced to the maximum extent possible under applicable law, and such provision will not affect the legality or the validity of any other provisions.

20. GOVERNING LAW AND DISPUTES
20.1.

The Agreement is governed by and construed in accordance with Danish law, except for (a) any rules leading to the application of other legislation than Danish and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.2.

Any dispute and claim arising from or in relation to the Agreement must be settled by a competent court at Umbraco’s venue.

1. INTRODUCTION
1.1.     

These Service Terms constitute an integral part of the Agreement and apply to Services in the form of provision of cloud solutions (the "Solution").

1.2.     

Any access to and use of the Solution may be subject to and governed by additional terms and conditions. Such additional terms may be included in the Agreement or be provided by a third party delivering the Solution.

2. THE SERVICES
2.1.     

The Solution, including data included in the Solution, is a standard product.

2.2.     

Umbraco will use commercially reasonable efforts to make the Solution set out in the Agreement available at all times, except for planned downtime and any unavailability caused by external events. Unless agreed separately, Umbraco does not warrant any specific service levels for the performance of the Solution.

2.3.     

Umbraco does not warrant that the Solution will be error-free or that the Solution will be without interruptions.

2.4.     

Umbraco will use commercially reasonable efforts to correct any incidents, but expressly disclaims any legal obligations to do so.

2.5.     

Any planned downtime will, to the extent reasonable possible, be placed outside of normal business hours, e.g. at night or in the weekends.

2.6.     

Provided that Customer pays the applicable fee, Customer is granted a time-limited, non-exclusive, non-transferable right to use the Solution, including any upgrades, updates, versions, releases, results from maintenances and development services, etc. provided by Umbraco during the term specified in the Agreement.

2.7.     

If Customer uses the Solution in violation of these Service Terms, Umbraco may immediately and without notice cancel or terminate the Agreement with immediate effect on the grounds of material breach.

3. USAGE RIGHTS AND LIMITS
3.1.     

The right to use the Solution is granted pursuant to the usage right specified in the Agreement, including the restrictions specified therein on usage limits.

3.2.      

Customer must at all times, ensure to have the appropriate usage rights needed for Customer’s actual use, and does not exceed any usage limits, regardless of any organisational ties, including in terms of employment and affiliation.

4. FAIR USE
4.1.     

Customer is obligated to use and utilize the Solution in a fair and reasonable manner, ensuring that Customer’s usage does not adversely affect the performance or availability of the Solution.

4.2.     

In the event that Customer’s usage of the Solution significantly impacts the overall performance of the Solution, as determined solely by Umbraco, Umbraco reserves the right to take corrective actions. This may include, but is not limited to, notifying Customer of the excessive usage, implementing temporary restrictions, or at the sole discretion of Umbraco migrating Customer to a dedicated resource at the expense of Customer.

4.3.     

Customer is responsible for monitoring their usage of the Solution and ensuring that the use complies with these Service Terms.  

5. INTELLECTUAL PROPERTY RIGHTS
5.1.     

Customer acknowledges that Umbraco (or its licensors) owns all copyright and intellectual property rights or industrial property rights in and to the Solution, including, but not limited to, the Solution’s code. This also applies to any amendments, adjustments, upgrades etc. of the Solution. Customer must respect such intellectual rights, and Customer is liable for any breach of such rights, including a third party's unauthorised access to the Solution.

6. NO WARRANTIES
6.1.     

The Solution is provided "as-is" meaning that the Solution is provided in whatever condition it presently exists.

6.2.     

Umbraco provides no warranties of any kind, neither explicit nor implicit. Umbraco explicitly waives any warranties regarding marketability and suitability for a specific purpose.

7. CUSTOMER DATA
7.1.     

As between the parties, the Customer shall own any and all data it provides to Umbraco or the Solution. The Solution permits the Customer to export records and data held by the Solution and the Customer agrees to export any and all data prior to termination of the Agreement.

7.2.     

Umbraco may disclose Customer data to third parties and public authorities in connection with judgments, public authority orders, the Customer's bankruptcy, death or the like.

8. AUDIT AND INFORMATION
8.1.     

Umbraco is at any time and without prior notice entitled to verify Customer’s compliance with the Agreement. Such verification may be in the form of electronic access to the Solution and any records therein. Customer must provide reasonable assistance to Umbraco with these verification tasks.

8.2.      

Without prejudice to any other remedies for breach which Umbraco may have at its disposal, and in case Customer has not obtained the correct usage rights or exceed any usage limits, Umbraco is entitled to claim payment of the additional fees for the period when Customer has not obtained the correct rights, including by permanently auto-upgrading Customer to a higher tier or category appropriate to the actual usage. Customer can downgrade anytime at their own convenience.

8.3.     

Neither of the Parties are liable for the other Party's costs related to such audit. Regardless of the above, Customer is liable for any costs paid by Umbraco if an audit reveals any non-compliance with the Service Terms on the part of Customer.

9. TIME SCHEDULE AND DELIVERY
9.1.      

The Solution will be delivered from the agreed time of delivery.

9.2.     

The Solution is provided as a recurring service for the term (including any renewal term) set out in the Agreement. If the Solution is provided on a renewal or subscription basis, Customer acknowledges that continued provision of the Solution is conditional on Customer’s timely periodic payment of renewal or subscription charges set out in the Agreement.

10. CHANGES
10.1.  

The Solution may at the sole discretion of Umbraco be subject to changes from time to time, including by addition or removal of features.

10.2.  

The Customer will be entitled to terminate the Agreement in accordance with the termination notices set out in the General Terms, provided that Customer cannot accept the changes.

10.3.  

If the Solution is delivered using Umbraco’s software or hardware, Umbraco may replace or upgrade the software or hardware without Customer’s prior consent.

11. TERMINATION

11.1.  

Effect of termination

11.1.1.

Upon termination of the Agreement, regardless of the reason, Customer must immediately refrain from any use of and delete all copies of the Solution and remove them from Customer’s systems.

11.2.    

Termination assistance

11.2.1.

Where the Agreement expires or is terminated by the Customer, Umbraco shall use reasonable commercial endeavours to permit Customer to export data in the period of 10 days after such termination. A trial on Umbraco Cloud/Heartcore is automatically and permanently deleted at the end of the trial period.

1. INTRODUCTION
1.1.

These Service Terms constitute an integral part of the Agreement and apply to Services in the form of provision of licensing of add-on software (the "Software"), excluding software-as-a-service and cloud solutions.

1.2.

The Service Terms apply only to the extent that the Services are not subject to separate licence terms, in which case such separate licence terms apply to the Software in lieu of these Service Terms in their entirety.

2. THE SERVICES
2.1.

The Software, including data included in the Software, is a standard software product.

2.2.

Unless otherwise set out in the Agreement and provided that Customer pays the charges, Customer is granted a time-limited, non-exclusive, non-transferable right to use the Software, including any upgrades, updates, versions, releases, maintenances, development services, etc. provided by Umbraco during the licence term specified in the Agreement.

2.3.

Only Customer is entitled to use the Software. Customer can only use the Software for own purposes.

2.4.

Customer can allow any affiliated company to use the Software for such company's own purposes on the same terms as Customer, including terms regarding acquisition of the required licences. Customer will remain directly liable for any use of the Software and for compliance with the terms relating thereto, including for Customer’s affiliated companies.

2.5.

If Customer uses the Software in violation of these Service Terms, Umbraco may immediately and without notice cancel or terminate the Agreement with immediate effect on the grounds of material breach.

3. USAGE RIGHTS AND LIMITS
3.1.

The licence is granted pursuant to the usage rights specified in the Agreement, including the restrictions specified therein on usage limits.

3.2.

Customer must at all times, ensure to have the appropriate usage rights needed for Customer’s actual use, and does not exceed any usage limits, regardless of any organisational ties, including in terms of employment and affiliation.

4. UPDATES AND AMENDMENTS
4.1.

Umbraco may at its own discretion and at any time decide to let the Software undergo upgrades, updates, releases, maintenances, development services and amendments in general, including by adding new versions, updates and amending functions. Such upgrades and amendments may require planned downtime and may take place without any notice. However, Umbraco will make reasonable efforts to notify Customer beforehand.

4.2.

Access to upgrades, updates, versions, releases, maintenances, development services and amendments in general may be subject to entering into a separate agreement in this regard.

5. PRICES AND PAYMENT
5.1.

Customer’s use of the Software is conditional upon Customer’s payment of the charges specified in the Agreement.

5.2.

The terms of invoicing and payment of the charges are specified in the Agreement.

6. INTELLECTUAL PROPERTY RIGHTS
6.1.

Customer acknowledges that Umbraco (or its licensors) owns all copyright and intellectual property rights or industrial property rights in and to the Software, including, but not limited to, the Software code. This also applies to any amendments, adjustments, upgrades etc. of the Software. Customer must respect such intellectual rights, and Customer is liable for any breach of such rights, including a third party's unauthorised access to the Software.

7. NO WARRANTIES
7.1.

The Software is licensed "as-is" meaning that the Software is provided in whatever condition it exists presently.

7.2.

Umbraco provides no warranties of any kind, neither explicit nor implicit. Umbraco explicitly waives any warranties regarding marketability and suitability for a specific purpose.

8. AUDIT AND INFORMATION
8.1.

Umbraco is at any time and without prior notice entitled to verify Customer’s compliance with the Agreement. Such verification may be in the form of electronic access to the Software and any records therein. The Customer must provide reasonable assistance to the Umbraco with these verification tasks.

8.2.

Without prejudice to any other remedies for breach which Umbraco may have at its disposal, and in case Customer has not obtained the correct usage rights or exceed any usage limits, Umbraco is entitled to claim payment of the additional fees for the period when Customer has not obtained the correct rights, including by permanently auto-updating Customer to a higher tier or category appropriate to the actual usage.

8.3.

Neither of the Parties are liable for the other Party's costs related to this clause 8. Regardless of the above, Customer is liable for any costs paid by Umbraco if an audit reveals any non-compliance with the Service Terms on the part of Customer.

9. TERMINATION
9.1.

Effect of termination

9.1.1. 

Upon termination of the Agreement, regardless of the reason, Customer must immediately refrain from any use of and delete all copies of the Software and remove them from Customer’s systems.

1. INTRODUCTION 
1.1.

These are the service terms for Umbraco Events managed and organized by Umbraco A/S (“Umbraco"). These service terms are available in the English language only and are accepted by ticking off "Accept Terms and Conditions" in the check-out form or upon receipt of an invoice, and apply between Umbraco and the attendee(s) (the "Attendee").

2. Registration and payment
2.1.

Submission of an online registration is regarded as a firm booking and acceptance of these terms and conditions. However, the booking will not be confirmed until full payment has been received. 

2.2.

We accept payment by bank transfer and/or credit card, please note that all transfer charges must be met by the sender.

3. Early Bird and other discounted rates
3.1.

In order to qualify for any “early bird” rates or discounts, booking and payment must be received before the deadline date listed in the marketing and promotional material.

3.2.

Any free or “give-away” ticket provided by Umbraco eg. as part of Diversity Tickets initiative or through an Umbraco festival, event, or meetup is personal, non-exchangeable, and only valid for the specific year the ticket was awarded for.

4. Refund
4.1.

Full refund can take place up to 30 days prior to the conference by contacting us on [email protected] Cancellations made after this point are non-refundable.

5. Registration changes for attendees
5.1.

Substitutions, i.e. giving a bought ticket to another person, are possible within the recommended deadlines. If you wish to substitute an attendee or give away your ticket to another person, you must do so at the earliest opportunity and at least 14 days before the event begins.

6. Code of Conduct
6.1.

All attendees have to follow the event code of conduct. In its sole discretion and without refund, Umbraco reserves the right to refuse admittance to or expel from the conference anyone that it determines is behaving in a manner that could be disruptive to the conference or any other attendee.

7. Program
7.1.

Umbraco strive not to make changes the last three weeks before the event takes place, however, Umbraco reserves the right to make changes to the program at any time. Changes to the program will be noted on the event website as soon as possible and the attendees should check regularly for updates.

8. Speakers 
8.1.

Views expressed by speakers are their own. Umbraco cannot accept liability for advice given or views expressed by any speaker at the conference or in any material provided to the attendees. 

9. Insurance and personal property
9.1.

There is no insurance cover included in the event tickets. It is the responsibility of the attendee to arrange appropriate insurance cover in connection with their attendance at the event as the attendee is also responsible for personal possessions during the event. Umbraco cannot be held liable for any loss, liability or damage to personal property.

10. Photographs and filming
9.1.

Filming and photography will take place during the event (sessions and out of sessions). Background and situational pictures and film can be used by Umbraco for communication and/or promotional purposes. Personal photos and film will only be used with consent.

11. Visa applications / Invitation Letter
11.1.

Governmental rules and regulations around visa can be found here: http://um.dk/en/travel-and-residence/short-stay-visas. 

11.2.

Umbraco is happy to assist by issuing an invitation letter, but it is the sole responsibility of the attendee to take care of their visa requirements. To request an invitation letter, please write to [email protected] 

12. Website and links
12.1.

The event website may link to other websites and networking tools provided for the convenience of the users. The contents of these websites are maintained by their owners, for which Umbraco takes no responsibility. Neither can responsibility be taken for the contents of any website linking to the conference website

13. Data Protection and Privacy 
13.1.

Data protection is governed by the GDPR. By submitting registration details, the attendees agree to allow Umbraco to contact them in order to supply information relevant to the conference. If you do not want your details to be used in this way, please write to [email protected]

14. Disclaimer
14.1.

In the unlikely event of the event being canceled by Umbraco, a full refund will be made. Liability will be limited to the amount of the ticket price paid by the attendee and there will not be any additional liability to Umbraco or any other individual associated with the event organization.

15. Force Majeure
15.1.

If the event cannot be held or is postponed due to events beyond the control of Umbraco or due to events which are not attributable to wrongful intent or gross negligence, liability will be limited to the amount of the ticket price paid by the attendee and there will not be any additional liability to Umbraco or any other individual associated with the event organization.

16. General
16.1.

We reserve the right at all times to change, amend, add or remove any of the above terms without prior notice If one or more of the conditions outlined in these Terms and Conditions should be or become invalid, the remaining conditions will continue to be valid and apply. These Terms and Conditions apply to all participants of the event.

Last date updated: July 2024

Last change notes: New terms - live 31 May 2024

Last change notes: 27 June 2024: The introduction in section 1.1 has been amended so that the terms can be used as an attachment or link in standalone agreements without adjustment.
In sections 5.2, 8.6, and 8.7, the customer now has the right to terminate in the event of changes. Section 5.2 has been adjusted to refer to this right. The customer can terminate the agreement at any time before the change takes effect, but prepayments will be lost. This is seen as an improvement.

Last change notes: 16 July 2024: Smaller non-critical wording removed in sections: 9.1 & 9.3 

If you are looking for information about security and privacy, please visit our Trust Center.

Terms and Conditions in PDF format, can be requested at: [email protected] 

Legacy Terms:

• Umbraco Events 
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