Useeum ApS General Terms and Conditions of Sale and Delivery

1 Intellectual Property Rights, etc.

1.1 All rights to the Ticket Platform belong to Useeum.

1.2 The Ticket Platform is offered as a standard software solution, which is why no individual adjustments are made for the Partner. Useeum reserves the right to change and further develop the functionality, layout, and technology of the Ticket Platform at any time.

1.3 Useeum guarantees and indemnifies the Partner that the Ticket Platform does not infringe on any third-party intellectual property rights that were publicly disclosed at the time of entering into the Agreement.

1.4 The Partner guarantees that the Partner’s information and trademarks used on the Ticket Platform in connection with the sale of Tickets do not infringe on any third-party rights. The Partner guarantees and indemnifies Useeum against any claims from third parties that may be directed against Useeum as a result of Useeum’s use and marketing of the Partner’s information, trademarks, and material.

1.5 Each Party retains all forms of know-how and intellectual property rights, including but not limited to the right to inventions, computer software, designs, trademarks, production methods, creations, and works of any kind, owned by the respective Party at the time of entering into the Agreement and used by the Party to fulfill its obligations under the Agreement.

1.6 Useeum acquires all ownership rights and intellectual property rights to any software/programs, including source code, documentation, specifications, manuals, utilities, tools, etc., developed by Useeum for the purpose of fulfilling the Agreement, and the Partner does not acquire any rights thereto or any right to separate compensation therefor.

2 Confidentiality

2.1 The Parties shall observe unconditional confidentiality regarding each other’s trade secrets, business concepts, business relationships, and other confidential information they have come into possession of during the preparation, conclusion, and performance of the Agreement. This unconditional confidentiality obligation also applies after the termination of the Agreement, regardless of whether it occurs by termination, rescission, or otherwise. The obligation of confidentiality yields only to mandatory legal provisions and requirements from public authorities.

2.2 Upon termination of the Agreement, the Parties shall return or delete all confidential information received during the term of the Agreement.

3 Data Protection

3.1 Useeum is the data controller for the processing of personal data processed about the End User on the Ticket Platform in accordance with the Agreement.

3.2 Useeum is responsible for ensuring that any transfer of personal data to the Partner is carried out with proper authorization under data protection legislation.

3.3 The Partner is an independent data controller for the collection and use of End User’s personal data. Therefore, no data processing agreement has been entered into between the parties.

3.4 Useeum is responsible for preparing and providing the End User with the mandatory information on the processing of personal data when using the Ticket Platform.

4 Operational Efficiency

4.1 Useeum provides a total uptime for the Solution of at least 99% per annum. Uptime is calculated as follows:

Total uptime in minutes in the respective year (downtime due to errors and breakdowns at operators, downtime in agreed operating windows, and other conditions mentioned under section 6.4 do not count as downtime) / 525,960 minutes. Useeum has an operating window between 00:00 – 04:00, during which Useeum can perform system updates. Any downtime during this period does not count towards uptime calculation. Planned system updates or changes to the Ticket Platform or underlying software, which are deemed to be significant to the Partner, will be communicated in writing to the Partner as far in advance as possible and at least 14 days before implementation.

5 Guarantees and Representations

5.1 Useeum guarantees the following:

that the service level, functionality, integration regarding the Ticket Platform, unless otherwise expressly agreed, will be maintained, even if Useeum switches to newer versions of IT hardware and/or IT software; and
that Useeum at all times complies with the relevant legislation for Useeum’s compliance with this Agreement.

5.2 Useeum does not provide any other warranties or representations. In particular, Useeum does not warrant the quality or in any way the Tickets purchased by End Customers via the Ticket Platform, and any claims related thereto are irrelevant to Useeum.

6 Liability

6.1 The Parties are liable to each other under Danish law’s general rules with the modifications set forth in this section 6.

6.2 In the event of Useeum’s breach of the Agreement, Useeum is solely liable to the Partner if the breach is due to errors or omissions attributable to Useeum as grossly negligent or intentional.

6.3 Under no circumstances are the Parties liable for consequential damages, loss of profits, or any other indirect loss. This applies whether it is Useeum itself or an external supplier that operates the Ticket Platform.

6.4 The Parties are not liable for losses resulting from breakdowns in/lack of access to IT systems or damage to data in these systems, attributable to the following events:

Failure in the Parties’ power supply or telecommunications, legal interventions or administrative acts, natural disasters, occurred or impending war or other armed conflict, riots, disturbances, societal breakdowns in state or market economies, sabotage, terrorism or vandalism (including computer viruses and hacking).
Strike, lockout, boycott, or blockade, whether directed against the Party itself or the Party’s organization, and regardless of the cause of the conflict.
Other circumstances beyond the control of the Parties.

6.5 Useeum’s total liability is in any event limited to the total amount invoiced by Useeum to the Partner in the last 12 months before the triggering event of liability.

7 Choice of Law and Jurisdiction

7.1 The Agreement is governed by Danish law. All disputes and disagreements arising directly or indirectly from the Agreement or its interpretation shall be settled by the Court of Aarhus.

Updating of Sales and Delivery Conditions

Useeum may adjust and amend these general Terms and Conditions of Sale and Delivery at any time without prior notice or consent.

Last updated on October 26, 2022.