Terms

At Unioo, our wish is to make it easier, more fun, and more efficient to manage associations. Unioo’s tool contains a number of functions for the board’s work, which are now made available to you. With Unioo’s tool, you have the opportunity to keep track of all board meetings, votes, documents, and internal and external activities. We look forward to being able to help your board specifically.

Below we have listed our terms of use, which apply between Unioo and the association where you are a board member. Accepting these terms of use creates a contractual relationship between Unioo and your association. You are responsible for ensuring that you have the necessary rights to accept these terms of use on behalf of your association. The terms of use are necessary to protect both you and us and make our tool better for everyone.

We are well aware that all the legal terms can be exhausting to read. We have been after the lawyers, and the terms of use below are their best attempt to make it as understandable as possible. If you have questions about strange lawyer-formulations, you can consult our FAQ, or contact our customer service.

1. Use of Certain Terms

These terms of use employ certain capitalized terms to make the text easier to read. These terms should be understood as follows:

• “Users” means the members of the Association’s board who, on behalf of the Association, gain access to the System.
• “User Content” means any content, including files, images, videos, documents, illustrations, logos, member data, contact information, and all other materials uploaded by Users into the System.
• “Terms of Use” means these terms of use.
• “The Association” means the association that is granted access to use the System through these Terms of Use.
• “The System” means Unioo’s tool with features for board work in associations.

2. The System and Its Availability

2.1. The System is provided as a software-as-a-service (SaaS) cloud-based solution. This means that the System is accessed via the internet and that Unioo continuously develops, updates, and maintains it.

2.2. Unioo is the current provider of the System but is entitled to use and replace subcontractors.

2.3. The System is generally available 24/7, but there may be periods of downtime, such as for maintenance, updates, or circumstances beyond Unioo’s control.

3. Rights

3.1. Unioo owns or has the necessary rights to all intellectual property related to the System, including software, design, graphics, logos, functionality, and source code.

3.2. The Association receives only a limited, non-exclusive, non-transferable right to use the System in accordance with these Terms of Use.

3.3. The Association may not copy, modify, distribute, decompile, or otherwise infringe Unioo’s rights to the System.

3.4. The Association must immediately notify Unioo if it receives any claims or requests related to Unioo’s rights to the System.

4. Maintenance and Support

4.1. Unioo regularly plans and performs maintenance and updates to improve the System’s functionality and security.

4.2. For planned maintenance that may affect availability, Unioo will notify the Association in advance where possible.

4.3. The Association has access to support through contact channels available on Unioo’s website or within the System interface.

5. Association’s Obligations When Using the System

5.1. The Association is responsible for its Users’ use of the System and must ensure compliance with applicable laws and these Terms of Use.

5.2. The Association must ensure that login credentials are securely stored and not shared with unauthorized individuals.

5.3. The Association must not use the System in a way that harms, overloads, or impairs the System or Unioo’s reputation.

6. Unioo’s Suspension and Termination

6.1. Unioo reserves the right to suspend or terminate access to the System without liability if the Association or its Users violate the Terms of Use or use the System unlawfully.

6.2. In cases of serious breaches, Unioo may revoke access immediately.

7. Prices and Payment Terms

7.1. The Association must pay a fixed fee for its Users’ access to the System, as set forth in the agreement between the parties.

7.2. Payment is made in accordance with the terms outlined in the agreement, and Unioo may charge fees for late payments.

7.3. Unioo may change prices and payment terms with prior written notice to the Association.

8. Personal Data

8.1. The Association and Unioo acknowledge that the processing of personal data in connection with the System must comply with data protection laws.

8.2. The parties enter into a separate data processing agreement regulating Unioo’s processing of personal data on behalf of the Association.

9. Confidentiality

9.1. Information exchanged between the Association and Unioo about each other or the System that is not publicly available must be kept confidential.

9.2. The confidentiality obligation applies both during and after the termination of the relationship.

10. Liability and Limitations of Liability

10.1. The Association and Unioo are liable to each other under general Danish law with the limitations outlined in these Terms of Use.

10.2. Unioo is not liable for indirect losses, consequential damages, loss of data, profit, or goodwill.

10.3. Unioo’s total liability under these Terms of Use is limited to the amount paid by the Association for the System in the 12 months prior to the liability event.

10.4. These limitations do not apply in cases of intent or gross negligence.

11. Force Majeure

11.1. Neither the Association nor Unioo is liable for failure to fulfill obligations due to circumstances beyond their control, which could not reasonably have been foreseen or avoided.

11.2. Force majeure includes, but is not limited to, war, natural disasters, strikes, lockouts, fire, water damage, epidemics, trade restrictions, and unexpected events. For Unioo, this also includes cyberattacks, critical staff illness or death, IT outages, or failures in communication systems.

11.3. If a force majeure event lasts more than 40 days, either party may terminate the agreement with immediate effect. No further compensation will be owed.

12. Unioo’s Marketing

Unioo may, notwithstanding the confidentiality obligations in section 9, use the Association’s name and/or logo in advertising and marketing materials, including customer lists.

13. Notices

13.1. All notices from Unioo to the Association under these Terms must be sent via email to one of the Users listed in the System. The Association is responsible for keeping contact details updated. The Association and Users accept receiving messages via email and SMS.

13.2. All notices from the Association to Unioo must be sent via email to [email protected].

14. Changes to the Terms of Use

14.1. Unioo may modify these Terms of Use from time to time with at least 1 month’s notice.

14.2. If significant changes are made and the Association does not agree to the new Terms, the Association may terminate the agreement. The changed Terms apply until termination takes effect.

15. Termination of the Agreement

15.1. These Terms of Use remain in effect until the agreement is terminated, cancelled, or otherwise ends according to these conditions.

15.2. A subscription period is 12, 24, or 36 months, depending on what was selected upon ordering. Additional features purchased during the period become part of the subscription.

15.3. Subscriptions are non-cancellable during the period but may be cancelled with 11 days’ notice before the period ends.

15.4. Subscriptions renew automatically for the same term unless cancelled according to 15.3.

15.5. Free features can be cancelled by the Association at any time. Unioo may cancel access to free features with 1 month’s notice.

15.6. Either party may terminate the agreement without notice if the other party commits a material breach and fails to remedy it within 60 days of notification.

15.7. Upon termination, access to the System ends immediately. Unioo will delete all User Content 30 days after termination. The Association is responsible for backing up data before termination.

16. Invalid Provisions

If any provision of these Terms is invalid or in conflict with mandatory law, the remaining provisions shall remain in force.

17. Precedence

17.1. If there is a conflict between these Terms and other agreed terms, these Terms take precedence unless explicitly agreed otherwise.

18. Governing Law and Jurisdiction

18.1. These Terms and any disputes shall be governed by Danish law, excluding conflict of law rules that would lead to another jurisdiction.

18.2. The parties agree to attempt to resolve disputes amicably.

18.3. If no resolution is reached, disputes shall be brought before the Court in Aarhus.

19. Special Terms for Referrals from Banks

19.1. If the Association is invited to use the System as a customer benefit through its bank, the following additional terms apply:

19.1.1. A reporting module is made available for submitting documents to the bank. The Association agrees to use the System for sharing data with its bank.

19.1.2. The bank pays the subscription fee and provides discounts on certain features. The discount amount is shown during registration.

19.1.3. A User may at any time opt out of the reporting module with written notice. The Association must then pay for the remaining subscription term at Unioo’s list prices, and any discounts will be revoked.