Subscription terms and conditions Umbraco Support, Gold partnering and Umbraco.TV

1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS

1.1 These subscription terms and conditions ("Terms and Conditions") are accepted by ticking off "Accept Terms and Conditions" in the check-out form, or by using the application or services and apply between Umbraco A/S (“Umbraco") and the customer (the "Customer"). If the Customer is a legal person, these Terms and Conditions are accepted on behalf of the Customer. This is a business to business service only and 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 us on contact@umbraco.com. 

2. SUBSCRIPTION TERM AND INVOICING

2.1 The subscription becomes effective upon placement of order and continues to be in effect until terminated in accordance with these Terms and Conditions. 

2.2 For Umbraco Gold Partnering the subscription period runs yearly. First period being one year from the order date. Subsequent periods are also yearly. Exceptions to the described periods has to be set out in separate agreement or terms for the specific product. 

2.3. For Umbraco support services (Umbraco Support & Umbraco Gold Support) the first subscription period runs one year from the order date. After that, subscription/invoicing takes place quarterly in advance. Exceptions to the described periods has to be set out in separate agreement or terms for the specific product. 

2.4 For Umbraco.TV “Bronze” the subscription period runs yearly. First period being one year from the order date. Subsequent periods are also yearly

2.5. Umbraco.TV “Pay as you go” license runs on a monthly basis.

2.6 After placement of order, new customers are entitled to cancel the order free of charge within a period of 14 days.

3. SCOPE AND USE OF SUBSCRIPTION

3.1 In accordance with these Terms and Conditions, the Customer is granted a non-exclusive limited right to use one or more of the listed services determined by the actual order:

• Umbraco Gold Partnership – for agencies only
• Umbraco Support
• Umbraco Gold Support
• Umbraco.TV “Bronze”
• Umbraco.TV “Pay as you go”

3.2. Covered domains and support tiers for Umbraco Support

• Umbraco Support is assigned to a single domain and includes all sub domains as well as two specified development domains.
• Umbraco Gold Support is assigned up to five domains and includes all sub domains as well as two specified development domains per assigned domain. Further Gold Support includes two hours of architectural advising on the latest version of Umbraco and two hours of code review per domain specified.
• Umbraco Gold Partner Support for agencies allows for covering multiple domains within one contract. Further Gold Partner Support includes two hours of architectural advising on the latest version of Umbraco and two hours of code review up to 5 domains/year.

3.3. Versions supported including Forms and Courier

Umbraco runs a three-digit version control regime e.g. 1.2.3.:

• First digit “majors” – released typical on a two-year cycle.
• Second digit “minors” are released between majors and allows for upgrading within the same major.
• Third digit ”patches” are typical security batches and runs between minors.

For a two-year period, the major with the highest minor before the launch date of the latest major is supported e.g. we support version 6.9.X. in a two-year period from the release of 7.X.X.

3.4 Not covered by the support

• Any custom builds of Umbraco where the source code has been modified
• Third-party add-ons, packages, and extensions
• Underlying platform products such as IIS, ASP.NET, SQL Server, and the like

3.5 Only the Customer is entitled to use the support/umbraco.TV, and the support may not be used for or on behalf of any other parties or the provision of services for other parties than the Customer. 

3.6 The Customer shall ensure that the support/Umbraco.TV/Gold Partnership is not used in any manner which reflects adversely upon the name, reputation and/or goodwill of Umbraco or in breach of any applicable law or regulation.

4. PRICES AND TERMS OF PAYMENT

4.1 The terms of payment are net 8 days after invoice date unless order is places and paid by credit card.

4.2 If the subscription fee is not paid when due, reminder 1 will be sent 7 days after the invoice due date without a reminder fee. If the subscription fee remains unpaid, reminder 2 will be sent 10 days later and a reminder fee equivalent of €25 will be charged. If payment is not received within 7 days after reminder 2, access to the support will be suspended. Access to the service will be unblocked after receipt of payment, unless Umbraco has already cancelled the subscription. 

4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by Umbraco.

4.4 The prices, rates and subscription types in force from time to time can be found on Umbraco's website and may be changed at the end of each calendar quarter on one month's notice. All prices exclude VAT which shall be applied at the prevailing rate.

5. TERMINATION

5.1 For Umbraco Gold Partnering the subscription is interminable the first year thereafter it can be terminated to the end of a subscription period.

5.2. For Umbraco support services (Umbraco Support & Umbraco Gold Support) the subscription is interminable the first year. Thereafter it can be terminated to the end of an invoicing quarter.

5.3 For Umbraco.TV “Bronze” the subscription is interminable the first year thereafter it can be terminated to the end of a subscription period.

5.4. Umbraco.TV “Pay as you go” can be terminated to the end of any invoicing month

5.5. The Customer terminates the subscription by sending an email to contact@umbraco.com , with the exception of Umbraco.TV which is terminated from within the application.

5.6 Umbraco is entitled to terminate the subscription at the end of any calendar quarter by giving more than 6 months’ notice or immediately on written notice if the Customer commits a material breach of these Terms and Conditions or becomes insolvent or has a receiver or administrator appointed over its assets.

6. SUPPORT TIERS AND RESPONSE TIMES

6.1 This applies only for Umbraco support plans and Gold Partnership

6.2 Umbraco guarantees a response within 24 hours. The 24-hour response time applies to business days, so that weekends, holidays and announced closing days are not part of the 24-hour elapsed time.

6.2. Architectural advising and code review are by appointment only. Allow for up to 10 business days’ notice.

6.3 Each account is allowed one active support request at any given time. Additional requests may be submitted at any time, but only the first active request from any account will have the applicable support terms and response time applied.

6.4. In order to receive support for an issue or question the customer must submit the support request via the Umbraco Support area of the Application or by using the website form.

6.5 Bug Fix Warranty. Umbraco agrees to resolve any bug identified by a customer, in a covered product and by mutual agreement between the customer and Umbraco.

6.6. Umbraco agrees to provide a fix which corrects or mitigates the behaviour introduced by the bug within 7 business days from the date the bug is confirmed by mutual agreement. The fix may require the customer to upgrade to the latest Umbraco release and may be provided as a patch, a manual update, or a full release at the discretion of Umbraco.

6.7 The bug fix warranty applies to bugs identified as security vulnerabilities, site stability issues, and bugs resulting in loss of data. In addition, the bug must be reproducible in other environments.

6.8. Bugs not related to security, stability, or loss of data are not subject to the bug fix warranty. However, Umbraco will make a best effort to resolve these bugs with the subsequent official release.

7. OPERATIONAL STABILITY

7.1 Umbraco strives towards the highest possible operational stability on this service, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond Umbraco’s control, such as power failures, defective equipment, Internet connections, telecoms connections or the like.

7.2 The Application and the service is provided “as is” and Umbraco expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.

7.2 In the event of an interruption of service Umbraco will use reasonable commercial endeavour’s to restore normal operations as soon as possible.

8. INTELLECTUAL PROPERTY

8.1 Any information provided by the application and/or the service, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to Umbraco A/S unless stated otherwise by Umbraco. The Customer shall notify Umbraco of any actual or suspected infringement of Umbraco’s intellectual property rights and any unauthorized use of the Application that the Customer is aware of.

8.2 No intellectual property rights are assigned to the Customer. 

8.3 In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to Umbraco, its suppliers and sub-contractors a non-exclusive worldwide irrevocable license to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.

9. ASSIGNMENT

9.1 Umbraco is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party. 

9.2 The Customer accepts that Umbraco is entitled to use subcontractors in all matters.

10. UMBRACO’S LIABILITY

10.1 Umbraco disclaims all liability and shall not be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the service rendered for any (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred. 

10.2 The maximum liability of Umbraco in contract, tort (including negligence), statutory duty, or otherwise arising out of or in connection with the Terms and Conditions; shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve month period, be limited to the Fees paid by Customer in such period.

10.3 The Customer undertakes to indemnify Umbraco against any costs due to service/product liability loss, third party loss or other third party claims due to the Customer's use of the services rendered.

11. DUTY OF CONFIDENTIALITY AND DATA SECURITY

11.1 Umbraco will only process Customer data in accordance with the Customer's instructions and not for its own, unauthorized purposes. 

11.2 Umbraco will keep confidential all of the Customer’s confidential information that the Customer provides to Umbraco save to where such information has come into the public domain other than by breach of this clause, or where Umbraco has obtained the information from a third party without a duty of confidence or where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction. 

11.3 Umbraco shall take all necessary technical and organizational security measures ensure the safe and secure processing of any Customer data. 

11.4 Where the Customer provides information, user names or passwords in relation to any third party systems, information feed or service to Umbraco, the 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. The Customer shall indemnify and hold harmless Umbraco from any and all loss, damage, cost and expense arising from breach of this clause.

12. CHANGE OF TERMS AND CONDITIONS

12.1 Umbraco may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time is available on Umbraco website. Umbraco shall endeavour to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application/service after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions. 

13. DISPUTES

13.1 These terms and conditions shall be construed in accordance with the laws of Denmark and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Denmark.

14. Validity

14.1 Validity: These Terms and Conditions become effective on September 5th 2016, and supersede all previous terms and conditions.