Terms and Conditions

1. GENERAL

All products, solutions or services (collectively referred to as the Services) provided by Venue Manager are supplied on the basis of these Terms and Conditions, unless otherwise specifically agreed. This applies whether the Services are purchased, rented or provided under a subscription.

1.1 APPLICABLE TERMS AND PRICES

Venue Manager continuously reviews its Terms and Conditions and prices. These may be amended with effect for future agreements and renewals. We therefore update both terms and prices on an ongoing basis to ensure that they reflect market conditions, the development of our Services and products, and general price trends.

When entering into new agreements – including the renewal or extension of an existing agreement – the version of the Terms and Conditions and prices in force at the time of the renewal or extension will apply.

1.2 OFFERS AND CONCLUSION OF AN AGREEMENT

An offer from Venue Manager is valid for up to 14 days from the date it is sent, and all offers are subject to the Services covered by the offer (for example stock items, made-to-order items and development resources) still being available when the Customer accepts the offer. Venue Manager is therefore only legally bound to deliver once/if Venue Manager has issued an order confirmation following the Customer's acceptance of the offer. If there have been changes to delivery options or the delivery date, this will also be stated in the order confirmation.

1.3 PAYMENT TERMS

Payment terms are 14 days from the invoice date. In the event of late payment, default interest of 1.5% per commenced month will be charged from the due date until payment is made. In addition, Venue Manager is entitled to charge a reminder fee of DKK 200.00 per payment reminder sent.

1.4 PERSONAL DATA

Venue Manager is obliged to ensure compliance with the personal data legislation in force in Denmark at any time, currently in particular Regulation (EU) 2016/679 of 27 April 2016 (the General Data Protection Regulation – GDPR). The Supplier is also obliged to comply with supplementary Danish legislation to the GDPR, including Act no. 502 of 23 May 2018 (the Danish Data Protection Act).

Venue Manager is not responsible for ensuring that the Customer complies with the Customer's own obligations under applicable law, including as data controller.

If Venue Manager's performance of the Services under the Agreement involves the processing of personal data, the Parties must enter into a data processing agreement which complies with the personal data legislation in force at any time.

1.5 SUPPORT

Venue Manager has a dedicated support team that responds free of charge by email and telephone on all weekdays during support opening hours, which are Monday to Friday from 09:00 to 15:00.

Support can be contacted regarding day-to-day use of the Service and any errors, defects or outages.

Free-of-charge support is provided only to the Customer's system administrator(s), and only after completion of a certification course including training. The name(s) of the system administrator(s) appear in the offer.

Venue Manager Support can be contacted by telephone on +45 6039 4949 and by email at support@venuemanager.net.

In addition to day-to-day Support, Venue Manager operates a 24/7 on-call service, which, among other things, monitors servers and other critical infrastructure.

This on-call service can be contacted outside daily Support opening hours in the event of an urgent need for assistance, for example in case of outages, on +45 8833 3258.

The on-call service cannot be contacted regarding, for example, general setup, maintenance or use of the Service. Enquiries of this nature must be reported to the daily Support team. Such enquiries made to the on-call service will be invoiced at the applicable hourly rate plus a call-out fee of DKK 1,450 per call.

Exceptions from free-of-charge support (and which will be payable by the Customer in accordance with Venue Manager's hourly rates in force at any time):

• Errors attributable to negligence by the Customer or the Customer's employees.

• Errors arising as a result of abnormal use of the solution.

• Errors caused by maintenance or repairs performed by parties other than Venue Manager.

• Errors attributable to accidental events for which the Customer bears the risk, e.g. vandalism, fire and physical impact on the solution.

• Support for persons within the Customer's organisation other than the system administrator(s).

• Support for persons within the Customer's organisation who are not certified or are not sufficiently trained in the use of the solution.

1.6 LIMITATION OF LIABILITY

The limitations of liability set out in this Clause 1.6 apply irrespective of the cause of Venue Manager incurring liability. The limitations therefore apply, for example, in cases of delay or defects in the Service delivered by Venue Manager and also apply if Venue Manager is liable for product liability damage.

Venue Manager is not liable for indirect loss or consequential damage, including for example loss of profit, consequential damage to the Customer's own products, penalties or other contractual sanctions, IT viruses, loss of operations, internal time spent by the Customer, and loss of data/software and the costs of restoring these, loss of goodwill, loss of profit, loss of anticipated savings, disruption of IT equipment, system downtime, etc.

Venue Manager's liability for damages is furthermore limited to an amount equal to Venue Manager's fees for deliveries made to the Customer within the last 12 months prior to the occurrence of the damage, and in any event to a maximum of DKK 500,000. Liability for defects is further limited pursuant to Clause 3.3, which applies in addition to Clause 1.6.

1.7 PRODUCT LIABILITY

Venue Manager is only liable for damage to persons and property caused by Venue Manager's Services in accordance with mandatory product liability legislation in force at any time. In addition, Venue Manager disclaims all product liability, including, among other things, liability for damage to products used for commercial purposes.

To the extent Venue Manager may be held liable towards a third party, the Customer is obliged to indemnify Venue Manager to the extent that such liability exceeds the limits stated above.

The Customer is obliged to submit to proceedings before the same court that hears the question of Venue Manager's product liability.

1.8 GOVERNING LAW AND JURISDICTION

Any dispute arising in relation to Services from Venue Manager shall be governed by Danish law, excluding Danish conflict-of-law rules.

Any dispute arising in relation to Services from Venue Manager, or otherwise arising out of an agreement entered into with Venue Manager, shall be settled by the Court of Aalborg, with the usual right of appeal to the High Court of Western Denmark (Vestre Landsret).

1.9 FORCE MAJEURE

The Customer is not entitled to compensation or to terminate the Agreement in the event of non-performance where this is due to force majeure. If the force majeure circumstances continue for more than three months, the Customer may, however, terminate the Agreement without any claim for compensation. Force majeure exists if Venue Manager or its subcontractors are prevented from fulfilling their obligations due to war, civil war, uprising, public restrictions, import or export bans, natural disasters, including but not limited to earthquakes, storm surges, extensive flooding, cloudbursts, volcanic eruptions, and labour disputes, strike, lockout, fire, pandemics or similar events which should not and could not have been foreseen by the Parties at the time the Agreement was entered into.

1.10 REFERENCE

Venue Manager is entitled to use the Customer as a reference in its marketing material.

For deliveries of sales portals or ticketing solutions, Venue Manager will be stated as the supplier at the bottom of the Customer's sales portal and/or on issued tickets.

2. SOFTWARE AND SUBSCRIPTIONS

Provided that the subscription/licence fee has been paid, Venue Manager will make the Service available to the Customer. The subscription/licence fee is always invoiced quarterly in advance. In the event of late payment, Venue Manager is entitled to suspend the Customer's access to the Service without prior notice.

The Customer cannot terminate a subscription, a licence agreement or other ongoing Service by simply failing to pay. The Services must be actively terminated in accordance with Clause 2.1 regarding term.

The Customer will be invoiced for the Service until Venue Manager has received written notice of termination and the notice period has expired. Venue Manager is entitled to invoice the ongoing fee even if the Customer's access to the Service has been suspended due to non-payment.

2.1 TERM OF SUBSCRIPTIONS

All ongoing Services (e.g. licence or subscription agreements) may be terminated in writing with 6 months' notice to the end of a calendar year. This means that an ongoing Service must be terminated no later than 30 June for the agreement to end on 31 December of the same calendar year. If the agreement is not terminated by the end of a calendar year, the term is automatically extended by 12 months.

New agreements for ongoing Services are entered into with a binding period for the current year plus 12 months (the remainder of the year plus 12 months), unless otherwise agreed in the offer. This means that an agreement entered into, for example, on 10 August 2025 will not expire before 31 December 2026, provided that it is terminated no later than 30 June 2026.

2.2 FURTHER DEVELOPMENT OF VENUE MANAGER'S PRODUCTS

Venue Manager continuously develops its solutions and therefore regularly releases new versions of products, solutions or Services. Upon timely payment of the licence/subscription fee, the Customer automatically gains access to new releases developed as part of Venue Manager's general product development.

If the Customer requests development beyond Venue Manager's ongoing development and releases, such work will be invoiced at the applicable hourly rate.

This applies to development projects, consultancy services, non-free-of-charge enquiries and other time-based work, which is invoiced monthly in arrears based on time spent at the applicable hourly rate, unless otherwise stated in Venue Manager's order confirmation.

If a development or project estimate is to be provided, it is the Customer's responsibility to ensure that Venue Manager A/S has all necessary assumptions and details relating to the desired solution or functionality, so that estimates can be provided on a complete and adequate basis.

Information or details provided after an estimate has been issued will invalidate the estimate and render it non-binding.

All estimates are, as a general rule, best-efforts estimates. The Customer will generally always be charged based on time spent, unless otherwise agreed in the contract.

If a fixed estimate or fixed price for a project has been agreed in the offer, this is still conditional upon all necessary assumptions and details having been clarified and provided to Venue Manager. A fixed-price offer will also entail a fixed-price surcharge of 20% on the applicable hourly rate.

2.3 REMEDYING DEFECTS

Venue Manager's Services may contain minor issues or errors. Such minor errors and issues are considered insignificant and do not entitle the Customer to rectification or other remedies for defects. Under licence/subscription agreements, Venue Manager will endeavour to ensure that errors and issues are corrected in subsequent versions of the software/hardware. An error is considered material if it means that essential parts of the Service's functionality do not work as intended.

If the Customer, within 3 months of delivery, documents in writing that there is a material defect in the Service, Venue Manager is obliged, at its sole discretion, either to provide a new version of the Service without the material defect free of charge, or to remedy the defect free of charge, or to terminate the Agreement in whole or in part and refund the fee received in whole or in part. The Customer is barred from asserting any further claims or remedies for breach against Venue Manager A/S. "Remedying" also includes guidance on business processes or methods of use ("workarounds") whereby the defect does not materially affect the use of the software/hardware.

2.4 RIGHTS

Venue Manager retains all intellectual property rights (IPR) in all delivered Services.

Against timely payment of the agreed fee, Venue Manager grants the Customer a non-exclusive, non-transferable and time-limited right to use the delivered products, solutions or Services. The right of use is limited to the Customer's own internal use. Delivery of third-party software (e.g. a Microsoft product) will be subject to the third party's licence terms, including those relating to use, updates, payment of ongoing licence fees, etc.

3. HARDWARE – GENERAL

3.1 INFRASTRUCTURE

The Customer is responsible for ensuring that power supply, internet connection and, where relevant, mobile network connectivity for network traffic to the internet are available as agreed, both for hardware purchases and rentals.

3.2 RISK AND INSURANCE

Venue Manager holds employers'/public liability insurance for its own employees. The Customer undertakes to take out liability insurance covering any damage for which the Customer may be held liable in connection with the use/installation of Venue Manager's equipment. The Customer should also take out insurance to cover any consequential losses, as Venue Manager assumes no liability for such losses, cf. Clause 1.6.

Venue Manager may require the Customer to document that the Customer has the necessary insurance coverage for the Customer's potential liability for damages for which the Customer bears the risk.

3.3 COMPLAINTS

The Customer must inspect the product immediately upon receipt and submit a written complaint without undue delay after any defect is discovered, and in any event no later than 24 hours after delivery.

If the Customer fails to comply with these deadlines, the Customer forfeits the right to invoke the defect, including any remedies for breach. Venue Manager has 24 hours to commence rectification of the complaint.

For the Customer's purchase of products, the complaints period is 3 months and applies to the acquisition of both new and used equipment.

Complaints regarding rented equipment, delivery or service do not entitle the Customer to any rent reduction, and any right of retention or set-off is excluded.

3.4 LIABILITY FOR DEFECTS

If a product is defective, Venue Manager is obliged to remedy and rectify the defect. The Customer is not entitled to invoke any further remedies against Venue Manager.

Regardless of the cause of the damage, Venue Manager's liability is limited to the invoice price of the defective product, and liability shall under no circumstances include indirect losses or consequential damage, cf. Clause 1.6.

Venue Manager is not liable for defects caused by the delivery not having been installed and/or used in full accordance with Venue Manager's instructions, incorrect or inappropriate use, modifications made without Venue Manager's written consent, wear and tear, or extraordinary climatic conditions and the like.

4. HARDWARE PURCHASE

4.1 DELIVERY

Delivery is ex works.

Venue Manager is not responsible for delayed delivery in cases of force majeure-like circumstances, cf. Clause 1.9.

4.2 RETENTION OF TITLE

Venue Manager retains title to the goods sold until the full purchase price has been paid, including any interest and costs. Venue Manager is therefore entitled to repossess the sold product if the Customer, in whole or in part, breaches its payment obligation.

5. HARDWARE RENTAL

5.1 RENTAL PERIOD

The rental period is stated in Venue Manager's order confirmation. Rental fees are always calculated for the entire rental period, regardless of whether the rented equipment is used, and regardless of whether the Customer chooses to return it before the end of the rental period.

If the rented equipment is not made available to Venue Manager upon expiry of the rental period, Venue Manager is entitled to charge additional rent for the days until the equipment is returned and made available, and to claim compensation for any loss.

Venue Manager may at any time inspect and, in the event of breach, recover the rented equipment. The Customer must at all times inform Venue Manager where the rented equipment is located. The rented equipment must not be sublet, lent or taken out of Denmark without Venue Manager's written permission. As the rented equipment belongs to Venue Manager, it is therefore a criminal offence to pledge, sell or transfer the rented equipment.

In rental arrangements, the Customer must bear all costs for installation, dismantling and operation of the equipment, as well as obtain necessary permits and bear the associated costs. All repairs may only be carried out by Venue Manager, or by a workshop appointed by Venue Manager, subject to prior written approval. Service call-outs due to lack of functionality are carried out at the Customer's expense unless the complaint is justified and relates to matters for which Venue Manager is responsible.

5.2 DAMAGE, MAINTENANCE AND RETURN

If the rented equipment is damaged during the rental period, the Customer must bear all costs of restoring the equipment, including, for example, cleaning, sandblasting, straightening and painting. Additional costs for transport home in connection with repair of damaged equipment, as well as additional rental payment at the usual daily rate during the period when the damaged equipment is being repaired, must be paid by the Customer.

If Venue Manager assesses that the costs of repairing the damaged equipment exceed the replacement value of equivalent new equipment, the Customer shall compensate the new replacement value of the rented equipment. Lost or destroyed equipment shall be compensated by the Customer at the current new price. Any repair and maintenance of the rented equipment is at the Customer's expense and risk.

The rented equipment must be returned cleaned and in the same condition as upon receipt. Equipment returned damaged or dirty will be invoiced for a minimum of one additional week's rental. After the equipment has been received at Venue Manager's address, it will be inspected, and any damage caused by misuse, incorrect handling or similar, as well as circumstances not attributable to Venue Manager, must be paid by the Customer.

5.3 DELIVERY

Venue Manager is not responsible for delayed delivery in cases of force majeure-like circumstances, cf. Clause 1.9.