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.
Terms for associations' use of Unioo's tool
1. Use of certain terms
These terms of use employ certain terms with capital letters to facilitate reading. These should be understood in a very specific way as follows:
"Users" should be understood as those members of the Association's board who, on behalf of the Association, gain access to the System.
"User Content" should be understood as the content, including files, images, videos, documents, illustrations, logos, member data, contact information, and all other material that Users upload to the System.
"Terms of Use" should be understood as these terms of use.
"The Association" should be understood as the association that, through these Terms of Use, gets the opportunity to use the System.
"The System" should be understood as Unioo's tool with functions for board work in associations.
2. The System and its availability
2.1. The System is provided as a so-called software-as-a-service (SaaS) cloud based solution, hosted by Unioo. The System is delivered via the internet and on a subscription basis. The Association does not acquire the System, and the Association does not get a physical copy of the System.
2.2. Unioo is the current provider of the System but is entitled to use subcontractors to assist in the delivery of the System, and Unioo is also entitled to transfer its rights and obligations under these terms of use to another provider.
2.3. Unioo gives the Association a non-exclusive right to use the System.
2.3.1. The Association's right of use cannot be transferred, licensed, or similar to others.
2.3.2. The Association's utilization of its right of use presupposes that the Association and its Users comply with these Terms of Use and other conditions agreed with Unioo and make agreed payments.
2.4. The System may only be used by the Association's Users and only for purposes connected with the Association's activities in accordance with these Terms of Use and applicable legislation. The System may not be made available to others and may not without other agreement be commercialized by the Association.
2.5. Unioo strives to continuously develop the System's functions, user-friendliness, and security, but the Association understands that the System is delivered in its current form, and that the Association has no claim to Unioo making upgrades to the System.
2.6. Unioo strives to make the System available to the Association to the widest possible extent, but the Association is aware of and accepts that the System will at times be unavailable. The System is delivered as is, without any guarantees, and Unioo cannot be held responsible for a specific availability.
3. Rights
3.1. Unioo owns or has the necessary right to all intellectual property rights, such as copyright, trademark right, patent right, right of use, design right, domain rights, or other intellectual property rights, to and regarding the System. Unioo also owns all results and partial results of its work with the System, including but not limited to rights to know-how, coding, websites, and other material and all subsequent changes thereto, regardless of whether such results have emerged at the Association's request. Unioo transfers to the Association only a right of use to the System under the conditions in these Terms of Use.
3.2. The Association must immediately inform Unioo if the Association is met with claims from third parties due to the Association's use of the System:
3.2.1. Unioo is entitled to take over the defense of any such claim in full, and the Association is obliged to assist Unioo with such defense.
3.2.2. Unioo is not responsible for payments to third parties that the Association has made without giving Unioo the opportunity to take over the defense of a third party's claim.
3.2.3. Unioo is also not responsible for infringements of a third party's rights if the infringement is due to the Association's use of the System in violation of these Terms of Use, or if the Association has changed the System or has used the System in combination with other products from third parties.
3.3. The Association owns all rights to User Content. User Content that is not personal data will not be used or processed by Unioo for anything other than operation and improvement of the System and will not be sold, transferred, or otherwise made available to others by Unioo beyond what is stated in these Terms of Use. User Content that is personal data is regulated by the data processing agreement (see section 8.2).
4. Maintenance and support
4.1. Unioo plans and performs ongoing maintenance and updates of the System, so the System is available to the widest possible extent. The Association must use the latest version of the System. The Association is aware of and accepts that the System and/or the Association's documents during maintenance and updates may be wholly or partly inaccessible to Users. Unioo strives to ensure that such planned unavailability occurs while the fewest possible of the System's users are active in the System. Updates at other times will, however, occur.
4.2. If errors or deficiencies occur in the System, error reporting can be made by the Association via Unioo's support functions. If Unioo can acknowledge that there is an error, Unioo will within a reasonable time from error reporting implement a correction or update where such error or deficiency is remedied. The Association has no other powers in case of errors and deficiencies.
4.3. Unioo is not responsible for remedying errors caused by the Association's or Users' own conditions, including errors that stem from the Association's or its Users' failure to fulfill their obligations under these Terms of Use. The same applies to errors caused by the Association's use of software or similar from other of the Association's IT suppliers.
4.4. Unioo provides support functions for the Association, including a chat function. Users can here ask questions about using the System in case of problems or similar:
4.4.1. Unioo's support functions are monitored by Unioo during normal business hours, but response time of up to a couple of days may occur.
4.4.2. Unioo's support functions only concern the System and Users' use thereof, and Unioo cannot provide support regarding errors or similar that have arisen as a result of the Association's and Users' own conditions, including conditions related to software or similar from other IT suppliers.
4.4.3. Unioo is entitled to invoice the Association for time spent on support that is not covered by Unioo's support functions, but only if Unioo prior to commencement of such support has notified this to the Association.
4.5. The Association can send messages to the User and others via the System. If the User has questions about such inquiries, the User should contact the Association.
4.6. Guidance for the System can be found on Unioo's website. Unioo is not obliged to deliver other guidance or other documentation than this.
5. The Association's obligations when using the system
5.1. The Association is responsible for its Users' use of the System. The Association and its Users must follow Unioo's instructions and guidelines in the use of the System and may only use the System for legal purposes.
5.2. The Association is responsible for ensuring that only Users have access to the System and must inform Unioo of any unauthorized access as soon as the Association becomes aware of it. User accounts are personal and may not be transferred to others, except internally to another board member, which must be done directly in the System.
5.3. Users may not attempt to derive or access any part of the source code for the System and may not seek to reverse engineer, decompile, or otherwise disassemble any part of the System.
5.4. The Association guarantees that no viruses or other malicious code or other harmful material is uploaded to the System.
5.5. The Association may not remove information in the System that is not User Content, including trademarks.
5.6. The Association guarantees that User Content is not defamatory, libelous, harassing, threatening, racist, promotes criminal or harmful behavior, or is otherwise inappropriate. The Association also guarantees that the System is not used illegally and that the User Content is not illegal for the Association to store, share, or otherwise process in the System. The Association also guarantees that User Content does not violate a third party's intellectual property rights. The Association furthermore guarantees that the Association has the right and the necessary basis to send messages to Users and others via the System.
5.6.1. The Association shall reimburse Unioo for any amount that Unioo may be required to pay as a result of the Association's failure to comply with the guarantees in section 5.6 above, including due to an infringement of third party rights, regardless of whether the claim later turns out to be unjustified.
6. Unioo's suspension and closure
6.1. Unioo reserves the right without liability to suspend or close access to the System temporarily for one or more of the Association's Users if:
1. The Association does not comply with section 5, or
2. Unioo finds that the User's use of the System results in data traffic that has an unusually extensive scope or that has an unusual character in general.
6.2. Unioo will in case of any suspension or closure of access to the System send an orientation to the affected Users. The Association has the right within a reasonable deadline to object to the suspension or closure.
7. Prices and payment terms
7.1. The Association shall for its Users' access to the System pay a fixed price per User per subscription period, unless the Association has been referred by its bank, cf. section 19 below. The Association pays in advance for an entire subscription period.
7.2. If the Association itself chooses to purchase any additional functions, the Association must pay the specifically agreed price for such optional functions in advance.
7.3. Unless otherwise indicated, prices for Danish associations are stated including VAT and other taxes.
7.4. Any temporary suspensions under section 6.1 do not entitle to a reduction in the price.
7.5. The Association must pay the price that is valid when ordering the relevant functions or when ordering or extending the subscription period. However, Unioo has the right once a year on January 1 to adjust prices corresponding to the increase in Statistics Denmark's net price index in the past year.
7.6. Unioo reserves the right to adjust its prices for future subscription periods and/or future payment periods for purchased functions without prior notice.
7.7. Unioo can with 1 month's notice for the future charge payment for a service that has hitherto been made available to the Association for free. The Association is in that case entitled to terminate the service in question by written request before the expiry of the notice.
7.8. Unioo is entitled at its own expense to implement and use tools that enable monitoring of the use of the System to ensure that the System is not used to a greater extent than the Association pays for.
7.9. If payment is not made on time, as relevant, all the Association's Users' accounts are temporarily deactivated at the start of the relevant subscription period or the purchased function. The System or the purchased function will thereafter not be available to Users. If subscription payment is still not received no later than 60 days after Unioo's notification of non-payment, Unioo has the right to terminate the contractual relationship and close the Association's Users' accounts permanently without further notice.
7.10. Invoice is sent in accordance with section 13.1, and payment must take place prior to access to the System and/or the purchased function. In case of delayed payment, i.e., payment after commencement of the subscription or payment period, Unioo can charge interest in accordance with the Interest Act and reasonable costs in connection with collecting payment.
8. Personal data
8.1. The Association and Unioo acknowledge that the processing of personal data in connection with the Association's use of the System will be subject to the applicable data protection legislation at any time.
8.2. The Association and Unioo must enter into a separate data processing agreement on terms as determined by Unioo, which regulates Unioo's processing of personal data on behalf of the Association. Unioo's processing of personal data on its own behalf is regulated by Unioo's applicable privacy policy at any time, which can be read on Unioo's website.
9. Confidentiality
9.1. Information that the Association and Unioo receive about each other in connection with the Association's use of the System shall be considered confidential information and may not without consent from the other party be used in any way other than presupposed in these Terms of Use. However, this does not apply if the information:
1. is or becomes publicly available, and this is not due to the information being disclosed in violation of these Terms of Use,
2. is received from a third party who is lawfully in possession of the information,
3. is assumed to be able to or should be disclosed to a third party,
4. must be disclosed to fulfill obligations under applicable legislation or to comply with a court decision, or
5. is disclosed to an auditor, legal advisor, or others who by law are obliged to observe confidentiality.
9.2. Unioo can regardless of the confidentiality obligation in this section 9 use the general knowledge that the contractual relationship with the Association may entail for Unioo.
10. Liability and limitations of liability
10.1. The Association and Unioo are liable for damages to each other in accordance with Danish law's general rules with the modifications that follow from this section 10.
10.2. Unioo can never be held liable for the Association's indirect losses, including loss for consequential damage, operating loss, loss of profit, claims raised by third parties, or loss of data.
10.3. Unioo's liability for damages can under no circumstances exceed the lowest of (1) 10,000 DKK or (2) the Association's total payment 12 months prior to the emergence of the claim for damages.
10.4. The preceding limitations of liability also apply to Unioo's product liability to the extent that legislation does not prevent this.
11. Force Majeure
11.1. Neither the Association nor Unioo is liable for damages for failure to fulfill its obligations if this is due to an obstacle beyond the control of the party concerned, and it could not have been expected that the Association or Unioo should have taken the obstacle into account or should have avoided the obstacle or its consequences.
11.2. As force majeure under section 11.1 is considered, among other things, war, mobilization, natural disasters, strikes, lockouts, fire, water damage, epidemics, and trade restrictions as well as other unforeseen circumstances that are beyond the control of the party concerned. For Unioo's part, virus or hacker attacks, key employees' illness or death, IT and system breakdowns, and breakdowns or errors in communication systems are also considered force majeure.
11.3. If a force majeure situation lasts more than 40 days, both the Association and Unioo can terminate the contractual relationship in whole or in part with immediate notice. Upon termination due to force majeure, neither party is entitled to further compensation or reimbursement in general.
12. Unioo's marketing
Unioo may regardless of the confidentiality obligation in section 9 use the Association's name and/or logo and refer to the Association in advertising and marketing material, including customer lists.
13. Notices
13.1. All notices from Unioo to the Association regarding these Terms of Use and the Association's use of the System must be sent by e-mail to one of the Users on the contact information provided in the System. It is the Association's responsibility continuously to update the Users' contact information. The Association and its Users accept to receive service messages and other information on the contact information that is registered in the System, including both on e-mail and SMS.
13.2. All notices to Unioo from the Association are sent by e-mail to Unioo at [email protected].
14. Changes to the Terms of Use
14.1. Unioo will from time to time change these Terms of Use. Such changes are communicated to the Association with a notice of at least 1 month.
14.2. If Unioo makes significant changes to these Terms of Use, and the Association does not wish to accept the changed Terms of Use, the Association is referred to terminate the contractual relationship in accordance with these Terms of Use. The changed Terms of Use apply however until the termination takes effect.
15. Termination of the contractual relationship
15.1. These Terms of Use apply to the Association's use of the System until the contractual relationship between the Association and Unioo is terminated, cancelled, or otherwise ends in accordance with the conditions in these Terms of Use.
15.2. A subscription period has a duration of 12, 24, or 36 months depending on the period the Association has chosen at its order. The Association can during the subscription period purchase additional functions, etc. with immediate effect, which thereafter is an integrated part of the Association's subscription in the period, and termination of purchased functions, etc. thus only takes effect at the end of the subscription period in accordance with section 15.3 below.
15.3. Subscriptions are during the subscription period non-terminable until the end of the period. Subscriptions can at any time be terminated with 11 days' notice to the end of the chosen subscription period.
15.4. Subscriptions are automatically renewed for a new subscription period corresponding to the original period unless the subscription is terminated in accordance with section 15.3 above.
15.5. The Association's selection of free functions in the System can at any time individually be terminated by the Association without notice. Unioo can with 1 month's notice terminate the Association's access to free functions.
15.6. Each of the parties is in case that the other party materially breaches its obligations, and the breach is not remedied within 60 days after demand, entitled without further notice to terminate the Agreement. Termination can occur without notice if the breach is of such a nature that it cannot be remedied.
15.7. Upon termination of the contractual relationship or upon purchased or free functions' termination, regardless of the reason for this, the Association's right of use to the System or the function ends immediately. Unioo deletes all the Association's User Content 30 days after the contractual relationship's termination, regardless of the reason for this, and Unioo has no responsibility connected with this. The Association is responsible for taking backup or copying User Content before the contractual relationship's termination.
16. Invalid provisions
If one or more of the provisions in these Terms of Use are invalid or conflict with mandatory legislation, the Association and Unioo agree that the other provisions of the Terms of Use still apply, and that the contractual relationship should not in its entirety be considered terminated.
17. Precedence
17.1. In case of discrepancies between these Terms of Use and other terms agreed upon between Unioo and the Association, these Terms of Use shall prevail unless expressly agreed otherwise.
18. Choice of law and court
18.1. These Terms of Use and any disagreement that may arise between the Association and Unioo in connection with these Terms of Use and the Association's use of the System are subject to Danish law. This applies, however, with the exception of those of Danish law's rules that might lead to a different choice of law.
18.2. The Association and Unioo will in case of disagreements always prefer to talk together with a positive, cooperative, and responsible attitude with a view to resolving the matter amicably.
18.3. If the Association and Unioo are not able to resolve a disagreement by discussions, any of the parties is entitled to bring the disagreement before the Court in Aarhus.
19. Special terms for referral from bank
19.1. If the Association has been invited to use the System as a customer benefit at the Association's bank, the following special conditions apply for the Association's use of the System in addition to the above conditions:
19.1.1. Unioo provides a reporting module as part of the System. This reporting module gives the Association the opportunity to report a number of information and documents (e.g., board meeting minutes, accounts, identification, and customer form), which the bank might request from the Association. Here, Users have the opportunity to collect and share the information and documents in question with the bank. The Association accepts that the Association uses the System to share the information and documents with the Association's bank.
19.1.2. The Association's bank pays the ongoing subscription payments for the Association's use of the System. The Association also gets a discount on certain payable functions in the System. The size of the discount depends on the Association's bank's agreement with Unioo and will be informed in connection with the Users' registration in the System.
19.1.3. A User can, with effect for the Association, at any time opt out of the connection of the reporting module to the Association by written notice to Unioo. When opting out of the reporting module, the Association must itself arrange payment of the remaining subscription period in accordance with Unioo's list prices, and the discount that the Association has had so far lapses.
