1. Scope

The Agreement establishes the terms and conditions on which the Supplier and the Customer (collectively the “parties”) have agreed for the licensing of the standard versions of certain Software, including upgraded versions thereof and accompanying Documentation, developed and owned by the Supplier.

The Agreement covers the Software in the standard versions provided by the Supplier and any permitted modifications or enhancements made to the Software by the Customer or by any third party on behalf of the Customer.

The Supplier is entitled to amend, change, alter or update these Terms and Conditions from time to time with an advanced notice to the Customer of at least one (1) month in advance which shall be binding upon the Customer. The Customer is considered to have accepted any amendment, change, alteration or update to the terms and conditions if the Customer continues to use the Services after the end of the notice period and after the amended, changed, altered or updated terms and conditions enter into force. If the Customer cannot accept the amended, changed, altered or updated terms and conditions, the Customer may choose to terminate their subscription to the Services in accordance with clause 13 in accordance with the applicable terms.

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.
Agreement: the agreed and signed Order Form, together with these terms and conditions for Struct PIM Software as a Service subscription, the Pricing List, the Data Processing Agreement and any other contractual documents agreed in writing between the parties to be a part of the Agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 3.2(c).
Business Day: a day other than a Saturday, Sunday or public holiday in Denmark.
Customer: the legal entity or group of entities, as detailed in the Order Form, purchasing a subscription to the Services.
Customer Data: the data, including any Personal Data, inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Processing Agreement: the agreement entered between the parties regulating the processing of personal data for the use of the Services as required and stipulated in the applicable Data Protection Regulations.
Data Protection Regulations: the applicable and binding on either party or the Services regulations and laws pertaining to data protection, namely the GDPR; the Danish Data Protection Act no. 289 of 8 March 2024, any laws which implement or supplement any such laws, and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Documentation: the document made available to the Customer by the Supplier online via https://docs.struct.com/documentation or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date and entry into force of the Agreement.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Normal Business Hours: 08:00 to 16:00 local Danish time, each Business Day.
Order Form: the purchase order detailing the Customer’s choice of subscription and Services and related terms, as part of the Agreement.
Personal Data: has the meaning given to that term in the Data Protection Regulations.
Pricing List: the list of prices for the costs of using the Services, available on the Supplier’s website via https://struct.com/pricing or such other web address notified by the Supplier to the Customer.
Services: the subscription services provided by the Supplier to the Customer under the Agreement and terms of conditions via https://struct.com/ or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Order Form and Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions.
Supplier: Struct A/S, company registration no. DK-36500581, Wichmandsgade 1, 5000 Odense C, Denmark, as detailed in the Order Form.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 10.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Agreement.

3. User subscriptions

3.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 10.1, the restrictions set out in this clause 3 and the other terms and conditions of the Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable and revocable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
3.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier's written request at any time or times;

(d) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name of each Authorised User and the Customer's data processing facilities to audit compliance with the Agreement. Each such audit may be conducted no more than once per quarter of the year, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(e) if any of the audits referred to in clause 3.2(d) reveal that any login information has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such login information and the Supplier shall not issue any new login information to any such individual;

(f) if any of the audits referred to in clause 3.2(d) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit; and

(g) if the underpaid Subscription Fees referred to in clause 3.2(f) exceed five percent (5%) of the Subscription Fees paid, the Customer shall also pay the Supplier’s reasonable costs of conducting any of the audits referred to in clause 3.2(d).
3.3 The Customer may not use the Services for any illegal, pornographic, harmful, racist, harassing, violent, threatening or similar purposes or otherwise used to send viruses, spam or used to harm third parties. If the Customer operates in several countries and uses the Services in these countries, the Customer is obliged to comply with the laws of the relevant countries when using the Services.
3.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(a.1) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(a.2) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
(f) introduce or permit the introduction of any virus or vulnerability into the Services or the Supplier's network and information systems.
3.5 The Customer shall use all reasonable endeavors to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.6 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Additional user subscriptions

4.1 The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of the Agreement.

5. Services

5.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement.
5.2 The Supplier shall use commercially reasonable endeavors to make the uptime for the Services be 99,50%, except for:
(a) planned maintenance carried out during the maintenance window of 22:00 to 06:00 local Danish time;
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavors to give the Customer at least six (6) hours' notice in advance; and
(c) otherwise agreed uptimes for the Services as agreed in writing between the parties.
5.3 The Supplier will, as part of the Services and in consideration of the support fees set out in the Supplier’s Pricing List, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the chosen license type. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

6. Data protection and confidentiality

In connection with providing the Services, the Supplier will process the Customer Data, which may include Personal Data. The Customer is a controller for the processing of Personal Data when using the Services and the Supplier is a processor when providing the Services to the Customer, as defined in the applicable Data Protection Regulations.

For the processing of Personal Data during the use of the Services, the parties have entered a Data Processing Agreement, available on the Supplier’s website here. The Data Processing Agreement contains separate regulation for amendment and termination of the Data Processing Agreement.

The Supplier shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with the Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under the Agreement.

7. Third party providers

7.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8. Supplier's obligations

8.1 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
8.2 The Supplier's obligations at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the terms of clause 8.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. 
8.3 The Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free, and the Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 The Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
8.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
8.6 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

9. Customer's obligations

9.1 The Customer shall, among others,;
(a) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(b) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement and these terms and conditions;
(c) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
9.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

10. Charges and payment terms

10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 10 and the Supplier’s Pricing List and the support fees in accordance with clause 5.3 and the Supplier’s Pricing List.
10.2 If the Supplier has not received payment within fifteen (15) days after the due date, the Supplier may, on no less than five (5) Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid, and default interest shall accrue on a daily basis per the provisions of the Danish Interest Act.
10.3 All amounts and fees stated or referred to in the Agreement shall be payable in the currency stated in the Order Form and are exclusive of value added tax (VAT).
10.4 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as of the Effective Date are set out in the Supplier’s Pricing List.
10.5 The Supplier shall always be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased, the support fees payable pursuant to clause 5.3 and/or the excess storage fees payable pursuant to clause 10.4 twice (2) a year with a percentage corresponding to the changes in the Danish consumer price index, however at least two percent (2%) per year.
10.6 Notwithstanding clause 10.5, the Supplier shall be entitled to further increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased, the support fees payable pursuant to clause 5.3 and/or the excess storage fees payable pursuant to clause 10.4 from time to time upon thirty (30) days' prior notice to the Customer.

11. Proprietary rights

11.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
11.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

12. Limitation of liability

12.1 Except as expressly and specifically provided in the Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
(c) the Services and the Documentation are provided to the Customer on an "as is" basis.
12.2 The Supplier shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses.
12.3 The Supplier's total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the cap of forty thousand Danish Kroner (DKK 40 000) of the total Subscription Fees paid in the contract year in which the breaches occurred. A contract year means a 12-month period commencing on the Effective Date or any anniversary of it.
12.4 Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including war, mobilization, riots and unrest, terrorist attacks, natural disasters, strikes and lockouts, viruses, hacking, spamming, crashes or other unforeseen and extraordinary strain on the IT systems or telecommunications networks, injunctions by public authorities and rights holders, or other circumstances for which the party has no direct control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate the Agreement by giving ten (10) days’ written notice to the affected party.

13. Term and termination

13.1 The Agreement shall commence on the Effective Date and shall be non-terminable for the first twelve (12) months after the Effective Date. The Agreement shall be automatically renewed for successive periods of six (6) months, unless either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the subscription term or any renewal period.
13.2 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
(b) the other party commits a material breach any other term of the Agreement including, but not limited to, breach of clause 3.2 - 3.5, clause 8.5, and clause 9.1 - 9.2, and fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, including undergoing insolvency or solvency reconstruction;
13.3 On termination of the Agreement for any reason:
(a) all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession, unless the Customer makes a written request, no later than ten (10) days after the effective date of the termination of the Agreement, for the delivery of the then most recent backup of the Customer Data, if possible. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data.

14. Governing law and jurisdiction

14.1 The Agreement and any dispute or claim arising out of or in connection with shall be governed by and interpreted in accordance with the laws of Denmark by the Danish courts in the jurisdiction in which the Supplier’s headquarter is located.
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