Terms of Service

Venue Pay ApS

1. Contractual Basis and Parties

1.1 These terms of service ("Terms") constitute the general terms and conditions of Venue Pay ApS, CVR no. 45158705, located at Hattemagervej 10, 9000 Aalborg, Denmark (hereinafter "Venue Pay"), and apply to any agreement between Venue Pay and the contracting party, including customers, partners, suppliers, and subcontractors (hereinafter the "Contracting Party"), unless otherwise expressly agreed in writing.

1.1.1 By entering into an agreement with Venue Pay, the Contracting Party shall be deemed to have accepted these Terms.

1.2 The specific terms of the individual agreement between Venue Pay and the Contracting Party are set out in the separately concluded master agreement (hereinafter the "Master Agreement"), which, together with these Terms, constitute the entire contractual framework. The Contracting Party undertakes to comply with both the Master Agreement and these Terms.

1.2.1 In the event of any inconsistency between the Master Agreement and these Terms, the Master Agreement shall prevail, unless otherwise agreed in writing.

1.3 Any general terms and conditions of the Contracting Party shall not deviate from these Terms unless explicitly accepted in writing by Venue Pay.

2. Scope of Service

2.1 The services and products provided by Venue Pay are collectively referred to as the "Service".

2.1.1 The Service includes Venue Pay's services and products as a Payment Service Provider (PSP).

2.2 The Service and its contents are further defined in the Master Agreement.

3. Cooperation

3.1 The Parties are mutually obliged to inform each other of any matters of material significance to the delivery and performance of the Service.

3.1.1 The Parties shall, without undue delay, notify each other if they become aware of criticism, complaints, or legal action in connection with the Service.

3.2 The Contracting Party is obliged to designate a competent contact person responsible for compliance with the Master Agreement and these Terms.

3.2.1 Contact details for the designated contact person must be provided to Venue Pay and updated in the event of changes.

3.3 The Contracting Party shall loyally and timely cooperate in the delivery of the Service, including granting Venue Pay access to necessary data, information, and relevant personnel.

3.4 The Contracting Party is obliged to act in accordance with applicable Danish and EU law.

4. Confidentiality

4.1 The Parties undertake to treat all non-public information received from the other Party as confidential, unless:

(i) the information was publicly known at the time of the agreement,
(ii) the information was already known to the recipient,
(iii) the information was lawfully received from a third party without a duty of confidentiality, or
(iv) disclosure is required by law.

4.2 The obligation of confidentiality shall not cease upon termination of the agreement.

5. Processing of Personal Data

5.1 The Parties are obliged to comply with all applicable laws and obligations under data protection legislation.

5.2 The Parties shall implement appropriate technical and organizational security measures against unauthorized or unlawful processing of personal data.

5.3 Venue Pay acts as a data processor and may, in accordance with the Master Agreement and applicable law, collect, process, store, transfer, and/or use anonymized data.

5.4 The processing of personal data via Venue Pay's website is conducted in accordance with Venue Pay's Cookie Policy and Privacy Policy.

5.4.1 The Cookie and Privacy Policies are available at venuepay.dk, and the Contracting Party is responsible for informing its employees and customers accordingly.

6. Fees and Payment Terms

6.1 The agreed fees payable to Venue Pay are specified in the Master Agreement and shall be settled in accordance with the payment terms set out therein.

7. Rights

7.1 The Parties' pre-existing rights remain unaffected by the conclusion of the Master Agreement. The agreement does not confer any right of use or ownership of the Parties' intellectual property rights.

7.2 Venue Pay retains exclusive ownership of all intellectual property rights and solutions, including software, systems, and products developed in connection with the provision of the Service.

7.3 The Contracting Party is only entitled to use the Service internally and solely to the extent permitted under the Master Agreement.

7.4 The Service may not be used for any purposes other than those expressly stated, and may not be transferred or made available to third parties without prior written consent from Venue Pay.

7.5 Upon termination of the agreement, the Contracting Party shall immediately cease all use of Venue Pay's name, logo, trademarks, software, and other services.

7.6 Venue Pay reserves the right to amend these Terms with one (1) month's notice.

8. Breach of Contract

8.1 Material breach of the Master Agreement or these Terms entitles the non-breaching Party to terminate the contractual relationship.

8.2 Termination requires that the breach is not remedied within 14 days of written notice, unless otherwise agreed in writing.

9. Limitation of Liability

9.1 The Parties' liability is otherwise governed by the general rules of Danish law on compensation.

9.2 Venue Pay shall not be liable for indirect losses, including loss of profit, revenue, data, goodwill, or similar.

9.3 Venue Pay shall not be liable for losses resulting from incorrect, incomplete, or misleading information received from the Contracting Party or third parties.

9.4 Venue Pay accepts no responsibility for technical issues, operational disruptions, or interruptions, regardless of whether they originate from Venue Pay, the Contracting Party, or third parties.

9.5 Venue Pay shall not be liable for matters relating to non-performance by third-party suppliers or partners.

10. Termination of Agreement

10.1 Termination of the Master Agreement may only take place in accordance with the provisions of this or the Master Agreement.

10.2 However, both Parties are entitled to immediate termination in the event of material breach or serious violation of applicable law.

11. Governing Law and Jurisdiction

11.1 Disputes arising out of or relating to the contractual relationship shall be sought resolved through negotiation. In the absence of an amicable resolution, the matter shall be governed by Danish law and decided by the competent courts of Denmark.

Last updated: 24 July 2025