Holdbar Terms

Version: 1

1. Use of Holdbar and Contract Formation

1.1 Holdbar A/S (“Holdbar”) provides software and digital solutions including booking system and administration, statistics, e-commerce solution, website, etc. (“Holdbar System”) through a Subscription Agreement to the Customer (“the Customer”), hereafter “the Parties”.

1.2 These license terms apply to any agreement for the delivery of services provided by Holdbar (“Subscription”), to the Customer, unless otherwise explicitly agreed in writing between Holdbar and the Customer.

1.3 Subscriptions and agreements regarding prices and fees can be entered into both in writing and orally between the Parties, including through digital acceptance via Holdbar.com and its subdomains, and become effective immediately thereafter.

1.4 A Holdbar Subscription runs for a minimum of 3 months from the date of commencement, with the option to subscribe for a longer period, e.g., 6 or 12 months, depending on the Customer's choice and acceptance at the time of contract.

1.5 Automatic renewal of the Subscription occurs at the end of the Subscription period unless Holdbar or the Customer terminates the Subscription beforehand.

2. Right to Changes

2.1 Holdbar is entitled to notify changes in the License terms with 7 days’ notice, with the Customer then having the right to terminate the agreement with the same notice period.

2.2 Holdbar is entitled to make changes to the system, servers, etc., if required for optimal operation and development.

2.3 Changes in the Customer's price paid for the use of the Holdbar System must be notified by Holdbar with a minimum notice of the current month + 1 month.

3. Services Provided by Holdbar

3.1 During the Subscription period, Holdbar is obliged to make the Holdbar System available to the Customer, as stated in Holdbar’s order confirmation.

3.2 Holdbar has the right and option to interrupt the Customer’s access to the Holdbar System if necessary for servicing Holdbar’s accesses, functions, etc.

4. Use of the Holdbar System

4.1 The Customer may only use the Holdbar System in a manner that is considered assumed and foreseeable. The use of the Holdbar System must not unduly burden the Holdbar System, the systems, or the servers, etc. If necessary, this must be done with prior permission from Holdbar. Avoiding this condition can result in claims from Holdbar against the Customer.

5. Use of Holdbar Pay

5.1 Holdbar offers the Customer the option to enter into an agreement with an external payment provider, e.g., Stripe. Holdbar is never the contractual party in the agreement between the Customer and the End Customer, the purchaser of a service. Payment is made using the End Customer’s payment card, through the external payment provider, to the bank account specified by the Customer. Through Holdbar Pay, the Customer can offer their end customers payment via various methods, which may vary from country to country.

5.2 For the end customer's payment to be processed by the external payment provider, the Customer is obliged to enter into an agreement directly with the payment provider and to accept its terms and go through its "Know Your Customer" (KYC) process. If the Customer cannot meet the requirements of the external payment provider, both Holdbar and the payment provider are authorized to terminate the use of the payment solution.

5.3 The Customer is obligated to inform the end customer through their terms and conditions that payments are processed through an external payment provider and that the transaction is an agreement between the Customer and the End Customer.

5.4 Holdbar is not responsible for the payment solution or the payment provider or any disputes or claims that may arise from the use of the payment provider and its solutions.

6. Intellectual Property

6.1 Holdbar retains full copyright to all work produced by Holdbar, as protected by copyright law.

6.2 If the Customer requests Holdbar to provide specific functionality, all intellectual property rights, including copyright, belong to Holdbar. Furthermore, Holdbar is entitled to make the functionality available to other customers of Holdbar in direct agreement with them.

6.3 Through the Customer's Subscription, the Customer obtains the right to use the Holdbar System but is in no way allowed to copy, resell, transfer, or otherwise distribute the Holdbar System, either wholly or in part, to any third party.

7. Payment for the Holdbar System

7.1 For the use of the Holdbar System as per the accepted Subscription and other pricing terms, the Customer pays a License fee and usage-based fees during the Subscription period.

7.2 Payment for the Holdbar System is made in advance for the entire duration of the Subscription period, applicable only to the License fee.

7.3 Usage-based fees are settled continuously according to consumption and deducted from ongoing payments to the Customer.

7.4 License fees are paid either by invoice or by registering a payment card directly in the Holdbar administration.

7.5 Late payment of the License fee will incur default interest at 1.5% per month commenced without notice, in addition to reminder fees.

8. Customer’s Responsibility

8.1 The Customer is solely responsible for all content uploaded and published through Holdbar and for all content and data received by the Customer in connection with the use of the Holdbar System. Holdbar’s exemption from liability applies in all respects, even if Holdbar has assisted the customer with setup or similar in connection with the Holdbar System.

8.2 The Customer agrees to indemnify Holdbar against any claim of any kind including claims for compensation, fines, fees, etc., that Holdbar may face as a consequence of the Customer’s use of the Holdbar System. This also applies to the Customer’s possible infringement of intellectual property rights or similar.

9. Customer’s Property Rights

9.1 The Customer owns all data added or utilized via the Holdbar System.

10. Limitation of Liability

10.1 Only the Customer is responsible for the use of the Holdbar System.

10.2 Holdbar is only liable for compensation to the Customer in cases of interruption, disturbance, or reduced functionality of the Holdbar System if it occurs due to direct intentional or grossly negligent acts by Holdbar, including its employees. Temporary interruption, disturbance, or reduced functionality of the Holdbar System does not entail liability for compensation. Any potential compensation liability shall never exceed the amount of the License fee.

10.3 Holdbar is not liable or obligated to pay compensation in connection with the Customer's possible loss of data, operational capability, or similar. Moreover, Holdbar is not responsible for losses due to unauthorized access to the Holdbar System.

11. Force Majeure

11.1 Holdbar is not liable for compensation in case of Force Majeure, which makes proper fulfillment of the contract impossible due to extraordinary circumstances that Holdbar cannot mitigate or foresee, such as war, unusual natural events, riots, fire, accidents, floods, sabotage, lack of energy or raw materials, etc.

12. Termination

12.1 The Subscription and thus the right to use the Holdbar System can be terminated at the end of the current Subscription period.

12.2 Termination of the Holdbar System must be done by written notice to Holdbar via info@holdbar.com or directly to the Customer's contact person at Holdbar.

12.3 Termination of the Holdbar System must occur no later than 7 days before a new Subscription period begins. Notice given later than this will be considered as a termination of the forthcoming, extended Subscription period.

13. Transfer of Rights and Obligations

13.1 Holdbar is entitled to fully or partially transfer rights and obligations related to the relationship between Holdbar and the Customer, to a company controlled by Holdbar, Holdbar’s parent company, or companies with the same parent company as Holdbar, according to corporate law §§ 6 and 7.

14. Personal Data

14.1 In all respects, the Customer is the data controller.

15. Governing Law and Jurisdiction

15.1 The Agreement is governed by Danish law.

15.2 Any dispute arising in connection with this Agreement, including disputes about the existence, validity, or interpretation of the Agreement, shall first be attempted to be resolved amicably through negotiation by the Parties. If negotiations do not lead to a resolution, any dispute between the Parties regarding the Agreement shall be finally and bindingly settled by arbitration at the Arbitration Institute according to the rules of simplified arbitration in force at the initiation of the arbitration proceedings.