Price, payment and agreement

1. Parties and subject

This agreement is between UnderStack, CVR 46327608, Astridsvej 7, 8220 Brabrand (Aarhus), Denmark ("the Seller") and the business named in the acquisition order ("the Buyer"). The Seller sells and the Buyer buys the GastroApp restaurant operations software and the rights described below, for a single price, on an exclusive basis.

The Buyer is a business or organisation acting in the course of its trade. This agreement is not offered to consumers.

2. What the Buyer receives

The assets listed as included on the acquisition page: source code repositories; database schema and migrations; tests and tooling; deployment configuration and guide; technical and functional documentation; ui/ux and graphic assets; gastroapp brand and brand assets; domain gastroapp.dk; commercial rights and transferable ip; migration guide and transfer checklist; 30 days of asynchronous transition support.

The Seller transfers the intellectual property it holds in GastroApp, to the extent that property is legally transferable. After the transfer the Buyer may rename, rebrand, relocate, white-label, modify, resell, integrate and continue to develop GastroApp, alone or with others.

3. What is not included

The seller's personal accounts. UnderStack's general infrastructure used by other products. Secrets, keys and credentials that must not be transferred. Code or assets that belong to other UnderStack products. Third-party service accounts that cannot be transferred. Open-source or commercial dependencies, which keep their own licences. Future development that is not expressly part of the 30-day transition support.

Third-party and open-source components remain under their own licences. The Seller does not transfer, and cannot transfer, rights in third-party software that it does not own. The Buyer is responsible for complying with those licences.

4. Price, VAT and payment

The price is EUR 39,900, exclusive of VAT, as a one-time payment. There are no royalties and no recurring licence fees to the Seller for the transferred property.

Danish VAT is added for Danish buyers. For buyers in another EU country with a VAT number confirmed in VIES, the sale is invoiced without VAT under the reverse-charge rules. Other cases follow the applicable rules.

Payment is made by SEPA bank transfer to the Seller's EUR account, quoting the order ID as the payment reference. An order is reserved for the Buyer for 48 hours. A payment that arrives after the reservation has lapsed may be honoured at the Seller's discretion while the product is still available.

5. Release of assets and transfer of rights

The Seller releases source code and other transfer assets only after cleared payment of the full price is confirmed. A payment that has been initiated but is not yet cleared does not unlock any asset.

The intellectual property transfers to the Buyer when the Seller has received the full price in cleared funds. The Seller then delivers the assets in the order shown in the acquisition vault. The Buyer confirms receipt when the transfer is complete.

6. Transition support and further work

The price includes 30 days of asynchronous transition support after payment, handled through the UnderStack ticket system, to help the Buyer understand and transfer the product. No meeting is required.

Any further work, such as rebranding, new modules, integrations or domain migration beyond the transfer itself, is quoted and agreed separately through a support ticket. The Buyer is free to continue development independently.

7. Seller's statements and limits

The Seller states that, to its knowledge, it owns the intellectual property it transfers and has the right to transfer it. The Seller gives no other warranty: GastroApp is delivered in its current state, without any promise of results, revenue, customer numbers, suitability for a particular purpose, or regulatory compliance.

8. Seller's retained rights and exclusivity

The Seller keeps its general know-how, its general-purpose libraries and tools, and everything that belongs to other UnderStack products. The Seller will not sell the transferred GastroApp property to anyone else. Unless the Buyer asks otherwise, the Seller may continue to show GastroApp as a past project in its portfolio.

9. Confidentiality and personal data

Each party keeps confidential the non-public information it receives from the other, including credentials and the contents of the acquisition vault. Personal data of third parties is not part of the transfer. Where the product holds test or real data, only data that can lawfully be transferred is handed over; the product can be delivered with an empty database and safe seed data.

10. Governing law and acceptance

This agreement is governed by Danish law.

The Buyer accepts this agreement electronically. The Seller stores the agreement version and hash, the time of acceptance in UTC, the authorised representative's name, the acceptance checkboxes, and limited technical metadata (a shortened IP address and the browser identifier) as evidence of acceptance.