1. Scope and use of the subscription

The subscription grants the Customer (being the legal entity that has taken out the subscription) the right to use Upper’s system and services (“the Services”). The subscription may not be used by other people or organizations.

2. Acceptance of the subscription

The subscription terms for the Services are accepted by the Customer by signing the Formal Quote document and forward it by email to [email protected]. The signed Formal Quote and with these terms and conditions will be the “Agreement”.

3. Duration and termination of the subscription

The subscription will automatically be renewed for another months unless terminated by the Customer. The minimum subscription period is one months.

Annualy prepaid subscriptions may be terminated by email to [email protected] one month before the expiry of the annual subscription

4. Alternative to subscription

Upper is also available as a scheduled event with a fixed start and end date and time.

5. Price and payment terms

The charges are listed on the Formal Quote.

The first invoicing period runs from the date the Customer places a monthly annual order to the end of that calendar.

Upper will not be responsible for any loss, damage, costs, expenses or other claims of the Customer or any third party resulting from the suspension of the Services.

The Customer agrees to the use of e-mail (using an e-mail address specified by the Customer) or another electronic method of transmission as the medium for entering into a subscription agreement, sending invoices and reminders.

6. Operating stability

Upper aims to provide the highest possible degree of operating stability, but is not responsible for any breakdown caused by factors beyond its control. Such breakdown includes but is not limited to power failures, errors occurring in modem equipment, ADSL connections, telecommunications connections or the like. In all events, Upper aims to re-establish normal operations as quickly as possible.

7. Maintenance of the System

Upper is entitled to make operational changes to the System for improvements or otherwise (for example by developing or updating software) without giving the Customer prior notice. In some circumstances, it may be necessary to suspend access to the Services, usually between 9pm and 6am CET. Notice of such a suspension will be given to the Customer in advance. Upper will not be responsible for any consequences of such a suspension where notice has been given.

8. Rights

Individually customized software relating to the Services also remains the property of Upper unless otherwise stipulated. Upper may at any time transfer its rights and obligations under this agreement to any economic affiliate, subsidiary or business unit, or any of their affiliated companies or divisions. Except as provided above, the rights and obligations under this agreement may not be transferred to any third party without the written consent of the other party.

9. Liability of Upper

Upper has taken reasonable measures to ensure that the Services are virus-free but no warranty is given that the Services are free from infection from viruses etc., and Upper shall have no liability if this is not the case. To the extent permitted by law, Upper disclaims all warranties with respect to the Services, either express or implied, including but not limited to any implied warranties of suitability or fitness for any particular purpose.

10. Data Processing Agreement, privacy policy and Confidentiality

The Data Processing Agreement in Data is part of the Agreement and sets out contractual provisions to ensure the protection and security of data passed from the Customer and to Upper for processing.

Upper has taken the necessary technical and organizational security measures to prevent information saved by the Service from being accidentally or illegally destroyed, lost or wasted and to prevent such information from falling into the hands of any unauthorized party, being misused or otherwise treated in a way contrary Upper’s privacy policy

Upper is bound by secrecy in respect of any information received about the Customer and will not disclose such information to any third party except where it is required to do so by any court or regulatory authority and then only to the extent necessary.

11. Marketing

Upper shall be entitled to refer to the Customer and the Services provided in its marketing, including a brief description of such services.

12. System changes and feature updates

Upper informs its users on the Upper GO self-service platform about system changes, feature updates, and other technical news by e-mail. Therefore, all registered users on the Upper GO self-service platform accept that they are added to the technical newsletter mailing list.

13. Disputes

These Terms shall be governed by and construed in accordance with the laws of Denmark and the Danish Courts shall have exclusive jurisdiction to determine any dispute concerning these Terms or the subject matter of these Terms.