General terms and conditions
The following terms and conditions apply to all services and deliverables provided by Auditdata A/S, Company/CVR no. 29 52 65 32, Dahlbergstroeget 5-7, DK-2630 Taastrup (”Auditdata”) to Customer.
1. Definitioner and interpretation
1.1 In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise.
the agreement comprises of the Order Form, the General Terms and Conditions and the Data Processing Agreement and any schedules and amendments hereto.
means any and all information and documentation of Auditdata and Customer (whether written, electronic, oral or in any other form), respectively, whether disclosed to or accessed by Auditdata or Customer in connection with this Agreement, including (i) with respect to Customer, all Customer Specific Data, (ii) with respect to Auditdata, all information of Auditdata and their employees, products, the Software, services, including Software Services, customers, sub-suppliers, contractors and other third parties doing business with Auditdata; (iii) the terms and conditions of this Agreement; (iv) the negotiations relating to this Agreement, and (v) any information developed by reference to or use of Auditdata's or Customer's information.
the legal entity that has entered into the Agreement with Auditdata as described in the Agreement on the terms and conditions set forth in the Agreement.
Customer Specific Data
means information regarding Customer and its customers and other confidential and Personal Data.
Data Processing Agreement
means the data processing agreement entered into between Auditdata and Customer concerning Auditdata's processing of Personal Data on behalf of Customer forming part of the Agreement, including schedules and/or appendices hereto.
means the date of the last signature on the Agreement.
Force Majeure Event
means an act of God (including fire, flood, earth-quake, hurricane or similar natural disaster), acts of government, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, civil unrest, rebellion, revolution, insurrection, military power or confiscation, terrorist activities, nationalisation, government sanction, strikes or other labour problems, failures in computer, hardware telecommunications internet service provider or hosting facilities, power shortages, denial of service attacks, nationwide blockage, or embargo.
General Terms and Conditions or "GTC"
this document specifying the terms and conditions for the Agreement.
the order form between Auditdata and Customer concerning Auditdata's delivery of Strato Clinic Management System Software and related Software Services entered into online through Auditdata's website.
means Auditdata or Customer.
means Auditdata and Customer.
any information relating to an identified or identifiable natural person.
Has the meaning set out in clause 18.1.
a schedule to the Agreement.
means the cloud based clinic management software system named "Strato" (Strato Practice Management Solution) and any related software and documentation provided to Customer by Auditdata. Strato's functionality is described in clause 3.1.
means the software services set forth in the Agreement, consisting of software services relating to the Software, including support and maintenance services, provided to the Customer by or on behalf of Auditdata, however subject to the terms and conditions set forth in the Agreement.
the term of the Agreement, which shall begin on the Effective Date and shall continue for the term specified on the Order Form and for all subsequent Renewal Periods until terminated in accordance with the Agreement.
means any natural persons being either employees of Customer or third-party consultants working for Customer at Customer’s site which have been individually created and named as users of the Software in the Software
1.2 Expressions, such as "including" and similar expressions, mean "including, but not limited to".
1.3 Words in the singular include the plural and vice versa.
1.4 The headings of the Agreement are for guidance only and have no separate legal effect on the understanding or interpretation of the provisions of the Agreement.
2. Scope and preliminary provisions
2.1 The purpose of the Agreement is to govern the delivery and use of the Software and related Software Services. This means that the Agreement set forth the terms and conditions for the license granted to Customer regarding the use of the Software as well as the delivery of related Software Services.
2.2 Any general terms and conditions or standard agreements provided by Customer are hereby explicitly rejected.
2.3 Auditdata will strive to deliver the Software Services and other services under the Agreement in a professional manner consistent with good industry standards.
3. Description of the Software
3.1 Auditdata has developed the Software. Description of the Software's current functionality and the currently applicable user-manual may be found at https://www.auditdata.com/security-and-compliance/strato-user-reference-manual or any other webpage Auditdata designates in its place. Since the Software's functionality and applicable user-manual are constantly changing, Customer can find the latest and applicable version of Software functionality description and the user-manual (as amended from time to time) at auditdata.com/solutions-for-private-clinics.
4. Customers license- and user right
4.1 Auditdata grants Customer a non-exclusive and non-transferable, limited enterprise license with a maximum of ten (10) User's pr. enterprise license, to access and use the Software provided to Customer by Auditdata as a cloud solution, solely for the use on Customer’s hardware and for internal business purposes only during the Term of the Agreement. The licence includes the right to receive copies of an application together with the necessary documentation to load and use the Software.
4.2 Only Users may access and use the Software. Auditdata may at any time review Customer's compliance with this Clause 2. Customer will immediately provide Auditdata any information and data Auditdata reasonably requires for such revision.
4.3 The Customer may at any time during the Term choose to increase its current number of licenses. Auditdata will immediately charge the Customer's credit card any increased fees resulting from the increase in licenses in accordance with Auditdata's then applicable price list unless otherwise agreed. Subsequent Renewal Periods will include the increased number of licenses.
4.4 The Customer is not allowed to reduce its number of licenses during the term listed on the Order Form or a Renewal Period on its own even if Customer technically is able to do so. Customer may instead request that Auditdata reduces the number of Customer's licenses in which case this reduction will have effect from the beginning of the next Renewal Period.
4.5 Except as permitted by mandatory applicable law, or as expressly authorised by this Agreement, Customer shall not in any form or by any means (i) copy, make error corrections, or otherwise modify, decompile, decrypt, reverse engineer, disassemble, adapt or otherwise reduce all or any portion of any Software provided as a result of the Software, to human-readable form; (ii) or transfer, assign, store, reproduce, sublicense, publish, rent, lease, distribute, sell, print, display, perform, or create derivative works from any part of the Software; or (iii) commercialise the Software, information or products obtained from any part of the Software. To the extent that any of the foregoing items include any third-party material, Customer must also obtain written permission from the applicable third party owner prior to engaging in any of the activities set forth in this clause.
4.6 Customer shall not reproduce, distribute, display, sell, publish, broadcast, or circulate any information or other material provided by Auditdata and/or any information or other material provided as a result of the Software (e.g. advisories and security updates) to any third-party, including Customer’s affiliates, nor make such information or material available for any such use.
4.7 The Software may only be used by the legal entity that has purchased a license, has been granted a trial license or has otherwise been granted an explicit right to use the Software, as applicable, and no shared use with any other legal entity (including Customer’s affiliates) is allowed.
4.8 Customer may not remove, conceal, or alter any copyright notices contained in the Software, in any information or other material provided by Auditdata, and/or any information or other material provided as a result of the Software or Software Services.
4.9 For the avoidance of doubt, Customer and any individual User may not exceed or circumvent the permitted usage as set forth in clause 4, e.g. by the application to access the Software outside the entity/entities which the Software has been licensed for, or perform any automatic or systematic internal distribution of received advisories and security updates, etc.
4.10 If Customer does not comply with these requirements, Auditdata is not liable for the Software's non-performance (lower availability or down-time etc.) or non-conformity with the requirements in the Agreement, including any breach of service levels etc.
4.11 Provided that Auditdata gives Customer notice of the details of Customer's non-immaterial breach of the Agreement, and the Customer does not remedy such breach within 30 days, Auditdata may suspend any use of the Software and Software Service without further notice until such breach is remedied.
5. Software services (Support and maintenance)
5.1 Auditdata provides Software Services, including maintenance and support services, to the Software as specified at https://www.auditdata.com/support.
6. Auditdata's right to make changes to the software
6.1 Auditdata reserves the right at all times to make the changes it deems necessary, including limitation to the scope, functionalities, and content of the Software, or part thereof, at any time, hereunder by modifying, suspending or discontinuing all or any part of the Software, e.g. in order to comply with legal requirements and/or ensuring non-infringement of third-party intellectual property rights. Customer's sole remedy in the event of such changes shall be to terminate the affected Software according to clause 3 for convenience, if the change is considered adverse and material.
7. Service level agreement
7.1 We will make commercially reasonable efforts to keep the Software operational 24 hours a day and seven days a week, except for (i) planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least  hours prior notice, or (ii) for unplanned downtime caused by a Force Majeure Event. Despite our efforts, our Software or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. We are not responsible for any such problems, interruptions, any ongoing obligation to offer our Software or related Software Services or any functionality, or any damages resulting therefrom.
8. Prices and payment terms
8.1 General terms
8.1.1 All prices, considerations and fees to be paid by Customer to Auditdata for the use of the Software, Software Services and other deliverables provided by Auditdata are set out in the Agreement.
8.1.2 Unless otherwise agreed, Auditdata will charge the Customer's credit card upon the Effective Date for all fees relating to the term set out on the Order Form and on the first day of each Renewal Period for all fees related to that Renewal Period as set out in Auditdata's then applicable price list.
8.1.3 Customer must always provide accurate and updated credit card information to Auditdata and ensure that payment can be made with the credit card provided by Customer. Failure to do so will be considered a material breach of the Agreement.
8.1.4 Auditdata shall invoice Customer for all applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services.
8.2.1 For all invoices not paid by credit card payment terms shall follow the terms on the invoice. If no terms are printed on the invoice, payment terms shall be net thirty (30) days from the date of invoice. All payments shall be made by electronic transfer in the currency used in this Agreement. All invoices relating to hours recorded on an ongoing basis shall be accompanied by a detailed specification of the hours accrued. Expenses shall be specified separately.
8.3 Late payment interest
8.3.1 Any sum not paid by Customer when due shall bear interest from the due date until paid at the interest rate set out in the Danish Interests Act (In Danish: Renteloven).
8.4.1 License fees and hourly rates charged under the Agreement may be adjusted as per 1. January each year in line with the increase in the retail price index as amended from time to time (in Danish: Nettoprisindekset) complied by Statistics Denmark. The indexation is calculated by the difference (increase) in index value from November the previous year to November the recent year (e.g. the index value from November 2016 minus the index value from November 2015), unless a different index value is set out in the Order Form.
9. Monitoring and audit
9.1 Auditdata may monitor Customer’s usage of the Software in order to verify that Customers use of the Software is compliant with the terms of the Agreement and to ensure that Customer is sufficiently licensed and otherwise in compliance with the license terms specified in the Agreement.
9.2 Auditdata may upon reasonable notice (which shall not be less than two (2) business days), subject to Customer's reasonable security procedures and during reasonable business hours, conduct an audit to verify that the terms and conditions specified in the Agreement are complied with.
9.3 If monitoring or an audit reveals that Customer is not sufficiently licensed, the fees as set forth in this Agreement payable by the Customer shall be recalculated in accordance with Auditdata's standard price list for the relevant licenses and Customer shall pay Auditdata's reasonable costs incurred in respect of such monitoring or audit.
10.1 The Parties acknowledges and confirms that during the Term of the Agreement and forever following its termination they shall keep Confidential Information of the other Party strictly confidential, i.e. either Party shall not use or disclose to any third party (nor permit its use or disclosure) any Confidential Information of the other Party, unless specifically set forth in the Agreement or as contemplated for the proper use of the Software.
10.2 The obligation of confidentiality set forth in clause 1 shall not apply to (i) information which is or becomes publicly known (through no fault or breach of the non-disclosing Party), and (ii) if either Party is required by law or by any statutory or regulatory authority to which it is subject to disclose any Confidential Information, then it shall be entitled to do so provided that it (i) promptly notifies the other Party in writing of the full circumstances of the required disclosure, (ii) consults with the other Party as to steps to minimise or avoid the disclosure and takes any such steps reasonably required by that other Party, and (iii) to the extent possible, receives confidentiality undertakings in a form approved by the other Party from the entity to whom the Confidential Information is disclosed.
11. Data protection and security
11.1.1 Auditdata is committed to ensure the safety of the Personal Data that is processed when the Customer makes use of the Software. Auditdata is certified in accordance with the Information Security Management System Standard; ISO/IEC 27001:2013.
11.2 Data protection and processing of Personal Data
11.2.1 As part of the Agreement, Auditdata and Customer is obligated to enter into the Data Processing Agreement which will govern Auditdata's processing of Personal Data on behalf of Customer/the data subject.
12. Intellectual property rights
12.1 All intellectual property rights, including the right to patents, copyright, trademarks, or know how, including the Software and/or Software Services and any documents or any other material provided to Customer in association with the performance of this Agreement and/or arising and developed/created under and in connection with this Agreement (i.e. both background and foreground IPR), shall be vested in and/or automatically and immediately upon creation be vested in Auditdata and/or its licensors as the case may be
12.2 Customer must not use any of Auditdata’s trademarks in connection with activities, product(s) or services.
12.3 Customer is granted a license to use the Software as set out in clause 4.
12.4 Customer retains the rights to its own data.
13. Indemnification against third party claims
13.1 Subject to the limitations in clause 15, Auditdata shall indemnify Customer from and against any and all damages awarded by any court holding that any of the Software or Software Services as delivered by Auditdata to Customer, infringes any intellectual property rights of any third party who is not an affiliate of Customer.
13.2 Auditdata’s obligations under clause 1 are subject to the conditions that (i) Customer provides prompt (but in no event more than 30 days) written notice of such claims, (ii) Customer provides all necessary information and authority requested or required for the defence or settlement of such action or proceeding, and (iii) Auditdata has sole control over the defence and settlement of such claims. Notwithstanding anything to the contrary, Auditdata shall not be responsible for any cost or expense incurred or compromise made without Auditdata’s prior written consent.
13.3. Auditdata’s obligations under clause 1 shall not apply to the extent that such damages are related to or caused by (i) any modification or alteration of the Software by anyone other than Auditdata, (ii) Customer’s use of a non-current copy of the Software, (iii) any specifications, software, hardware or services provided by or on behalf of Customer, (iv) any combination of the Software with any hardware, software, services or portion thereof that is not (a) supplied by or on behalf of Auditdata, or (b) specified by Auditdata to be used with the Software, or (c) Customer’s use of the Software in a manner not specified in the specifications and documentation or otherwise in violation of this Agreement.
13.4 If the Software or any portion thereof, becomes, or Auditdata believe is likely to become, the subject of an intellectual property claim, Auditdata shall, at its option and expense, have the right to (i) procure for Customer the right to continue using the Software or the portion so affected, or (ii) modify the Software to avoid the intellectual property claim, (iii) substitute functionality substantially equivalent to the Software at the time of such substitution, or (iv) terminate this Agreement and provide to Customer a refund of any prepaid-portions of the subscription fees under this Agreement.
14. Injunctive relief
14.1 The parties specifically recognise that any breach of this Agreement may cause irreparable injury to the other Party and that actual damages may be difficult to ascertain, and in any event, may be inadequate. Accordingly, the Parties agree that in the event of any such breach, the violated Party shall be entitled, without having to post bond, to immediate injunctive relief in addition to such other legal and equitable remedies that may be available.
15. Liability and disclaimers
15.1 The Software is intended to make it convenient and fast to handle daily tasks related to clinic management of private hearing care practices. However, the Software is provided "as is" without warranty of any kind, either expressed or implied, including but not limited to, any implied warranties and merchantability or fitness for a particular purpose. For the avoidance of doubt, Auditdata does not warrant that (a) operation of the Software shall be uninterrupted or error free, or (b) that functions contained in the Software shall operate in combinations which may be selected for use by Customer or meet Customer's requirements.
15.2 Customer accepts that any information provided by Auditdata is general information only and is not to be deemed as advice. Auditdata will use reasonable business efforts to ensure that any information provided by Auditdata is accurate. However, Auditdata does not accept responsibility for any loss suffered as a result of Customer's use of or reliance on the information provided by Auditdata, other than expressly set out in the Agreement.
15.3 A Party shall in no event be liable to the other Party (or any other person or entity) for any indirect, incidental, special, punitive, exemplary, or consequential damages (including, but not limited to, procurement of substitute Software and product(s); loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of this Agreement, the Software and related Software Services or any linked software, services or products including Customer's use thereof, even if advised of the possibility of such damage.
15.4 The liability if each Party, for claims arising under or related to the Agreement, howsoever arising, shall be limited to an amount equal to the aggregate annual fees paid under the Agreement by the Customer to Auditdata during the past twelve (12) months prior to the occurrence giving rise to the claim(s), but in no case more than DKK 100,000. This limitation of liability is cumulative and not per incident (i.e. the existence of two or more claims will not enlarge this limit).
15.5 Customer Specific Data are stored in, and can be accessed from, the Software. Auditdata utilize a Microsoft Azure platform in the Software thus all data reside at Microsoft storage facilities. Auditdata shall use reasonable skill and due care in providing the Software and related Software Services, but, to the greatest extent permissible by applicable law, Auditdata does not guarantee or warrant that any content Customer may store or access through the Software will not be subject to inadvertent damage, corruption, loss, or removal, and Auditdata shall not be responsible should such damage, corruption, loss or removal occur. However, in the event Customer suffers loss of data etc., Auditdata will upon Customer's written request pursue all available rights and remedies towards Microsoft regarding such loss of data according to the terms and conditions set forth in the agreement between Auditdata and Microsoft. All costs associated with such enforcement shall be borne by Customer.
15.6 Nothing in clause 15 shall be construed to limit Auditdata’s liability under mandatory law, including e.g. (i) Auditdata’s liability in cases where it is documented that Auditdata has acted in a grossly negligent or intentional manner, or (ii) provisions of applicable product liability law. Any product liability is, however, disclaimed to the farthest extent possible.
16. Advertisements and linked websites
16.1 Linked websites
16.1.1 Auditdata’s websites may contain links to other websites ("Linked Websites"). Those links are provided for convenience only and may not remain current or maintained. Auditdata is not responsible for the content or privacy practices associated with Linked Websites.
17. Use of sub-contractors
17.1 Auditdata may at any time engage and use sub-contractors or sub-suppliers, without Customers prior consent, to provide the Software and related Software Services and other services according to the Agreement on its behalf. Any such sub-contractors or sub-suppliers will be permitted to obtain Customer Specific Data and other relevant and confidential information only in order for them to deliver the services and deliverables under the Agreement, including delivery of the Software and related Software Services.
17.2 Auditdata is responsible for its sub-contractors/sub-suppliers’ compliance with Auditdata's obligations under the Agreement.
18. Term and termination for convenience
18.1 The Agreement shall be in force during the Term. By the end of the term listed on the Order Form and any Renewal Period, the Agreement will automatically renew itself and stay in force for another period equal in length to the term listed on the Order Form (each such new period a "Renewal Period"), unless the Agreement is terminated in accordance with clause 2 - 18.4.
18.2 Either Party is entitled to terminate the Agreement for convenience with effect from the end of the current Renewal Period or the end of the term listed on the Order Form upon written notice of termination/non-renewal to the other Party at the latest on the last work day of the current Renewal Period or the term listed on the Order Form.
18.3 Customer is entitled to terminate the Agreement forthwith with prior written notice if Auditdata makes adverse and material changes to the Software according to clause 1. In this case, Customer shall be entitled to a pro-rata refund of any pre-payments made by Customer for the remaining part of the term. However, Customer shall not be entitled to any compensation or damages in connection with the termination of the Agreement
18.4 Notwithstanding the above in clause 1, the Agreement can be terminated due to material breach of contract according to the terms specified in clause 19.
18.5 In cases where Customer is in a trial period, the trial licenses shall terminate at the end of the trial period.
19. Termination for breach
19.1 Without prejudice to any rights of either Party, however subject to clause 20, this Agreement may be terminated for cause:
- in the event of a party committing a material breach of this Agreement (including non-payment of fees) which is remediable and not remedied within twenty-one (21) days (7 days in case on non-payment of fees) of written notice from the other Party requiring such remedy; or
- immediately on written notice being given by a Party if the other Party commits any irremediable and material breach of this Agreement or repeats any material breach as has previously been the subject of a notice under clause 1-1) or
19.2 In the event of termination by Customer of this Agreement due to Auditdata's material breach of this Agreement, Customer will be entitled to a refund of an amount equal to the pro rata share of the initial payment covering the remaining part of the term after the effective date of termination.
19.3 In the event of termination by Auditdata due to Customer's material breach, Customer will not be entitled to any refund of amounts already paid, regardless of whether the Software is available for Customer, unless this is provided by mandatory law.
19.4 Upon termination of this Agreement for any reason, Customer shall pay Auditdata for all Software and related Software Services or other services delivered or ordered under the Agreement up to the effective date of termination at the agreed upon prices in the Agreement, subject only to clause 2.
19.5 Upon any termination of this Agreement or rights granted hereunder, Customer shall immediately uninstall and discontinue to use the Software affected by such termination and promptly certify to Auditdata that it has discontinued use of and returned or destroyed all copies of the affected Software then in its possession, including all related documentation.
20. Force majeure
20.1 If either Party is affected by a Force Majeure Event under this Agreement, it shall immediately notify the other Party in writing of the matters constituting the Force Majeure Event and shall keep that Party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues.
20.2 The Party affected by a Force Majeure Event shall take all reasonable steps to minimise the effects of the Force Majeure Event.
20.3 Either Party shall have the right to terminate the Agreement forthwith for convenience with ten (10) days prior written notice, if the Force Majeure Event exists for a consecutive period of twenty-one (21) days.
20.4 Neither Party shall be in breach of this Agreement, or otherwise liable to the other Party, by reason of any delay in performance, or non-performance of any of its obligations due to a Force Majeure Event.
21.1 Severability. If and to the extent that any of the terms and conditions of this Agreement shall be determined to be invalid, unlawful or unenforceable, such term or condition shall to that extent be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law. The Parties shall discuss in good faith with a view to substituting any invalid or unenforceable provision with a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
21.2 Order of precedence. In the event of any conflict or inconsistency between the terms of the Agreement the following order of precedence shall apply: (1) General Terms and Conditions, (2) Order Form, (3) Data Processing Agreement, and (4) schedules to the General Terms and Conditions.
21.3 Notices. The Customer must address any notice related to the Agreement to:
Contact information for Auditdata:
Phone-number: +45 70 20 31 24
All formal notices shall be in writing, and delivered by courier or registered mail to the above listed contact person and address.
21.4 Assignment. The Parties may not assign or transfer its rights or obligations under the Agreement in whole or in part to any third party without the consent of the other Party.
21.5 Waiver. No waiver of any breach of the Agreement shall be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. The parties hereto have been represented by counsel in the negotiations and preparation of this Agreement and these terms and conditions; therefore, the Agreement and these terms and conditions will be deemed to be made by each of the parties hereto, and no rule of construction (in Danish: "koncipistreglen") will be invoked respecting the authorship of the Agreement and these terms and conditions.
22. Choice of law and jurisdiction
22.1 Governing law
22.1.1 The validity, interpretation, and performance of this Agreement shall be governed by and construed under the laws of Denmark excluding its conflict of laws provisions. The United Nations’ Convention on the International Sale of Goods shall not apply.
22.2.1 Should a dispute arise between the parties as to the interpretation or the legal effects of the Agreement, the parties shall first seek to resolve such dispute through negotiations.
22.2.2 If such negotiations do not succeed within ten (10) working days, or a different period agreed by the parties, each of the parties may request that the dispute be brought before (i) an independent expert appointed by the Parties, or (ii) submitted for mediation, cf. clause 3, or (iii) the Danish courts, cf. clause 22.4.
22.3.1 If a dispute related to this Agreement has not been resolved after negotiations or by an independent expert, the parties may attempt to resolve the dispute through mediation administrated by The Danish Institute of Arbitration in accordance with the rules on mediation adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
22.4.1 If a dispute is not resolved through negotiations, through mediation or by an independent expert, the dispute shall be resolved with final effect before the courts of Copenhagen, Denmark in accordance with its procedural rules.