Holdbar Terms

Use of Holdbar and Agreement Formation
1.1 Holdbar.com A/S (“Holdbar”) provides software and digital solutions, including booking system and administration, statistics, e-commerce solution, website, etc. (“Holdbar System”) via a Subscription Agreement to (“Customer”) hereinafter referred to as the “Parties”.

1.2 These license terms ("License Terms") apply to any agreement for the delivery of services provided by Holdbar ("Subscription") to the Customer unless exceptions are explicitly and in writing agreed between Holdbar and the Customer.

1.3 Subscriptions and agreements on prices and fees can be made in writing as well as orally between the Parties, including via digital acceptance through Holdbar.com and associated subdomains, and take effect immediately thereafter.

1.4 A Holdbar Subscription runs from the effective date. The subscription continues until it is terminated.

1.5 Both parties may terminate the agreement in accordance with the termination section below.

Right to Changes

2.1 Holdbar is entitled to notify changes to the License Terms with 7 days' notice, whereupon the Customer is entitled to terminate the agreement with the same notice if the Customer does not wish to accept the amended License Terms.

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

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

Services Provided by Holdbar

3.1 During the subscription period, Holdbar is obliged to make the Holdbar System available to the Customer.

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

Use of Holdbar System

4.1 The Customer may only use the Holdbar System in a manner that can be considered assumed and expected. The use of the Holdbar System must not place undue strain on either the Holdbar System, the systems, or the servers, etc. If deemed necessary by the Customer, this must be with prior permission from Holdbar. A breach of this condition may result in claims directed from Holdbar against the Customer.

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 a party to the agreement between the Customer and the end customer purchasing a service. Payment is made via the end customer’s payment card through the external payment provider to the bank account specified by the Customer. Through Holdbar Pay, it is possible for the Customer to offer their end customers payment via various payment 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 required to enter into an agreement directly with the payment provider and accept their terms and conditions, as well as undergo their “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 obliged to inform the end customer through their terms and conditions that payments are handled through an external payment provider and that the transaction takes place as 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.

Ownership

6.1 Holdbar retains full copyright to everything created by Holdbar that may be protected under the copyright law.

6.2 In the event that the Customer requests Holdbar to deliver specific functionality, all intellectual property rights, including copyright, belong to Holdbar. Furthermore, Holdbar is entitled to make the functionality available to other Holdbar Customers in direct agreement with these customers.

6.3 Through the Customer’s Subscription, the Customer acquires the right to use the Holdbar System but may in no way copy the Holdbar System or attempt to resell, transfer, or similar to third parties, either in whole or in part.

Payment for Holdbar System

7.1 The Customer must pay a usage-based fee corresponding to 3.5% of the turnover value of all transactions processed through the Holdbar System ("Usage Fee") for the use of the Holdbar System after the first 30 days of free trial. After the first 30 days of free trial, one of Holdbar's package solutions must be chosen for continued use of Holdbar. This happens in dialogue with a Holdbar employee who will present the different options or by the Customer making the choice directly from the Holdbar system on their own. At that point, a possible fixed monthly license fee (“License Fee”) will commence. The Usage Fee is calculated on the total turnover value of the transactions where both purchase/booking and payment are completed through the Holdbar System.

7.2 If Holdbar Pay is used, the customer additionally pays the fees imposed in connection with the guest/end user's payment, which may vary depending on the guest’s chosen payment method.

7.3 The Customer acknowledges and accepts a binding period of three (3) months for the use of the Holdbar System after the first 30 days of free trial. The License Fee for the first three (3) months of the agreement period is paid in advance. This prepaid License Fee corresponds to three (3) months’ License Fee and is invoiced at the beginning of the agreement period. After the expiration of the first three (3) months, the License Fee will continue to be invoiced and collected in advance on a quarterly basis unless otherwise agreed in writing between the parties.

7.4 The usage-based fees are settled continuously in line with consumption and deducted from ongoing payments to the Customer.

7.5 The License Fee is paid either by invoice via registration of a payment card directly in the Holdbar administration or via the Stripe Billing payment solution.

7.6 If paid by invoice, it is sent to the email specified by the Customer with a fixed 7 days’ payment deadline.

7.7 License fees not paid on time are subject to interest of 15% per commenced month without notice; reminder fees are also added.

7.8 If the Customer is in arrears with an amount corresponding to more than one month’s License Fee, Holdbar may, without further notice, block the Customer’s access to the Holdbar System.

Customer’s Responsibility

8.1 The Customer is solely responsible for all content uploaded and published via Holdbar, as well as 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 for any claim of any kind, including claims for compensation, fines, charges, etc., that Holdbar may be met with as a result of the Customer’s use and utilization of the Holdbar System. This also applies to the Customer’s possible infringement of intellectual property rights or similar.

Customer’s Ownership

9.1 The Customer owns all data that the Customer adds or uses via the Holdbar System.

Limitation of Liability

10.1 The Customer, and only the Customer, is responsible for the use of the Holdbar System.

10.2 Holdbar can only be held liable to the Customer in the event of interruptions, disturbances, or reduced functionality of the Holdbar System if this occurs due to direct intentional or grossly negligent actions by Holdbar, including by Holdbar employees. A temporary interruption, disturbance, or reduced functionality of the Holdbar System does not entail liability for damages. Any liability for damages can never exceed the value of the License Fee.

10.3 Holdbar is not responsible or liable for the Customer’s possible loss of data, operational capability, or similar. Furthermore, Holdbar is not responsible for losses due to unauthorized access to the Holdbar System.

Force Majeure

11.1 Holdbar is not liable for damages in the event of force majeure which makes correct fulfillment of the contractual relationship 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.

Termination

12.1 The subscription and thereby the right to use the Holdbar System can be terminated with 3 months’ notice to the end of a month.

12.2 Termination of the Holdbar System must be made in writing to Holdbar via info@holdbar.com or directly to the Customer’s contact person at Holdbar.

12.3 Termination of the Holdbar System must be made no later than 7 days before a new subscription period starts. Termination sent later than this will be considered a termination of the upcoming extended subscription period.

12.4 Holdbar’s termination must be made in writing to the Customer no later than 30 days before the end of the subscription period. Termination sent later than this will be considered a termination of the upcoming extended subscription period.

Transfer of Rights and Obligations

13.1 Holdbar is entitled to transfer, in whole or in part, the 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 the Companies Act §§ 6 and 7.

Personal Data

14.1 The Customer is in all respects the data controller.

14.2 By entering into an agreement on the use of the Holdbar System, Holdbar’s data processing agreement, which is sent separately, is also accepted.

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 concerning the Agreement’s existence, validity, or interpretation, must first be attempted to be resolved amicably through negotiation. If negotiations do not lead to any result, any dispute between the Parties concerning the Agreement shall be finally and bindingly resolved by arbitration at the Arbitration Institute according to the Arbitration Institute's adopted rules on simplified arbitration applicable at the commencement of the arbitration proceedings.