8. Obsolescence and expiration
Other conditions regarding service agreements
D Liability in relation to the service agreement
E Transfer of rights, obligations and changes
1.1 Present Sales and delivery conditions apply to the delivery of service, software and hardware products to customers (hereinafter "the Customer") by Stratis ApS (hereinafter “Stratis”), unless otherwise agreed in writing.
2.1 Offers are only valid if they are submitted in writing and only for the stated period. If no period is specified, the offer will be valid for 30 (thirty) days.
2.2 Orders are only valid when Stratis has accepted them in writing.
2.3 What is stated in Stratis' order confirmation applies, unless the Customer objects in writing no later than three (3) days after receiving the order confirmation.
3.1 All prices are exclusive of VAT and any other taxes and duties which must be added to the prices.
4.1 If the Customer has not received credit approval, payment must be made in advance (on cash on delivery), unless otherwise agreed in writing.
4.2 An interest rate of 2% per month for all outstanding amounts until payment is made. Payments from the Customer will first be used to pay off any accrued interest that may not have been paid, and then to pay the principal amount.
4.3 The customer must pay all costs and expenses in connection with the collection of any outstanding amounts. If the Customer has not paid the outstanding amount no later than ten (10) days after the reminder letter was issued, this constitutes a significant default.
5.1 Stratis will reasonably seek to meet the Customer's delivery requirements.
5.2 The delivery dates in Stratis' order confirmation are approximate, unless Stratis has given an express guarantee (containing the word "guarantee"). If the delivery is delayed by more than 30 (thirty) days, the Customer's sole right is to cancel the order.
5.3 Stratis bears freight costs in connection with delivery of the products to the Customer, unless otherwise agreed.
5.4 Delivery takes place when the products are sent from the Stratis supplier.
6.1 The risk of the products' accidental destruction and damage passes from the Stratis supplier to the Customer upon delivery.
6.2 The products remain Stratis' property until full payment has been made.
7.1 The customer is obliged to carry out a careful examination of the products immediately after delivery, including examining and testing the products with a view to ascertaining any defects. If the products are defective, the Customer must notify Stratis of this immediately and no later than seven (7) days after delivery. If the Customer fails to make Stratis aware of any defects before the expiry of this period, the Customer loses the right to make a claim against Stratis regarding the defect in question. In the event of defects, Stratis is obliged and entitled to remedy without separate payment for this by either repairing or replacing units and/or components at its own discretion. If Stratis does not, at its own discretion, either repair or exchange the defective product within a reasonable period of time, the Customer is entitled to have the purchase price refunded by immediately returning the product to Stratis.
7.2 As far as software products are concerned, Stratis makes no remedy for defects, and unless otherwise agreed in writing, Stratis assumes no responsibility for the software, including for its suitability for a specific purpose, or that the use will be uninterrupted or error-free. In such cases, the manufacturer's license conditions will apply to the Customer. If the manufacturer and the Customer have entered into a maintenance agreement through Stratis in connection with the Customer's purchase of a software product, the agreement in question is solely a matter between the manufacturer and the Customer, and the Customer will not be entitled to make claims against Stratis in this regard.
7.3 As far as hardware products are concerned, these are guaranteed to be free of material and workmanship defects. The products are also guaranteed to be in accordance with the specifications. Stratis provides no guarantee for undisturbed or error-free operation of the hardware products.
7.4 The above warranty:
does not apply to defects arising from improper or insufficient maintenance by the Customer, unauthorized modifications, improper use or operation that falls outside the product specifications, improper use, negligence, accidents, loss or damage during transportation, improper preparation of the installation site and unauthorized maintenance or repair.
is the only guarantee that Stratis gives the Customer, as no other express or implied guarantees are given.
7.5 The warranty applies for three (3) months from the delivery of the product or any longer period that the original manufacturer may grant the Customer in accordance with the accompanying documentation.
7.6 During the warranty period, Stratis is obliged and entitled to rectify errors and defects of the above-mentioned nature without separate payment for this by either repairing or replacing units and/or components at its own discretion. If Stratis does not, at its own discretion, either repair or exchange the product that is defective within a reasonable period, the Customer is entitled to have the purchase price refunded by immediately returning the product to Stratis.
7.7 For the guarantee to be valid, Stratis must have received a written guarantee claim attached to the defective product before the end of the guarantee period.
7.8 All costs for the Customer in connection with a product that is fraught with defects are at the Customer's own expense and risk, including but not limited to all costs in connection with installation, dismantling, moving and shipping of the product.
8.1 Unless otherwise agreed separately, the term for service agreements will be one (1) year. After expiry, agreements will automatically be extended for another year.
8.2 Unless otherwise agreed separately, the term of a consultancy coupon card will be one (1) year. The coupon card is then considered obsolete, and any remaining hours cannot be refunded or exchanged for other services.
When acquiring a new coupon card, the expiry date for all non-obsolete coupon cards will be changed to expire one year after the purchase of the most recently acquired coupon card.
9.1 Stratis' product liability is limited to the widest possible extent in accordance with applicable legislation and is limited to death or personal injury and damage to products intended for private use or consumption.
9.2 Stratis is under no circumstances liable for any consequential damages or separately documented losses, including losses in connection with the procurement of replacement products, losses in connection with downtime and lost profits, wages, earnings and savings, damages remedied by Stratis within a reasonable time, losses , which the Customer could have avoided by reasonable behavior, including backup of all data, as well as all force majeure conditions.
9.3 Stratis' liability is limited to the purchase price of the product as stated in the invoice.
9.4 Stratis is liable without limitation for personal injury if it can be documented that the damage is due to an error committed by Stratis.
9.5 Stratis' liability as a result of property damage, including damage to real estate, cannot exceed DKK 200,000. However, the liability never includes operating loss, profit loss or other indirect loss. In the event of loss or damage to data carriers, the liability for compensation does not include costs for restoring damaged data.
10.1 Neither party shall be deemed to have breached its obligations if the fulfillment of its obligations by the party in question is prevented or made unreasonably burdensome due to circumstances beyond the control of the party in question and which the party in question could not reasonably be expected to have foreseen, avoided or overcome at the time of the conclusion of the agreement, including but not limited to circumstances resulting from external circumstances beyond the control of the parties, embargo, delivery failure from suppliers or failure to deliver power, water or other things from the utility companies, war and acts of war, terrorism, general strikes, etc., which have an impact on a party's business, however such that the party affected by force majeure must inform the other party as soon as possible of this with a description of the cause of the force majeure relationship and the expected duration and effect on the party in question's fulfillment of its obligations.
11.1 The customer cannot transfer his rights and obligations under these Sales and Delivery Terms without Stratis' prior written consent.
11.2 If one of the provisions in these Terms of Sale and Delivery should be found to be invalid, this will not affect the validity of the other provisions. The parties undertake to replace the invalid provision with another provision which, as far as legally possible, reflects the business purposes that the parties originally intended with the provision.
12.1 Any discrepancy regarding the understanding of the agreement, its interpretation and/or execution is to be definitively decided by the Danish courts in the jurisdiction whereto the Customer belongs.
12.2 The agreement along with any appendices shall be subject to Danish law.
A.1. Stratis undertakes to maintain the equipment referred to in the agreement. The maintenance includes the services chosen in the agreement. Any replaced parts belong to Stratis.
A.2. Stratis advises the customer in the choice of any software and hardware requirements, which must be purchased by the customer, and must comply with the specifications provided by Secu.
A.3. Preventive maintenance and implementation of technical changes and extensions are carried out Monday-Friday, both days incl. (except public holidays) within the Stratis’ normal working hours, Monday-Friday 8.00-16.00, public holidays excepted. During the supplier's normal working hours, the customer can at any time call for technical assistance to remedy operational disturbances. Troubleshooting is initiated according to the selected troubleshooting level. Outside the supplier's normal working hours, assistance can also be called if the customer has ordered this service.
B.1. Service fee per quarter is specified in the agreement. All prices are excl. VAT.
B.2. The service fee is paid in advance each quarter. In the event of late payment, default interest is added from the due date in accordance with the provisions of the Interest Act.
B.3. The customer pays separately for services that are not included in the service agreement. These services are not limited to but can be:
B.4. An accepted service agreement entails that the customer is obliged to have the maintenance of the equipment carried out by Stratis. This obligation also applies to all extensions to the equipment as well as all other types of modification work. The material is made available to Stratis for the necessary period of time.
B.5. The customer makes suitable, lockable rooms available to the maintenance staff free of charge by further agreement.
B.6. In order for Stratis to be able to deliver the agreed services, Stratis can demand that the customer have the software updated to a new version free of charge. If this contains new features, the customer can choose to have these made available for a fee.
B.7. In connection with any fault rectification, the customer makes staff with knowledge of the fault available free of charge to the extent necessary.
C.1. The service agreement runs for an indefinite period, however a minimum of 3 years from the effective date (see section 6 below), and may per recommended letter be terminated with 3 months' notice to end on the last of a quarter. The termination can either be done collectively for all equipment referred to in the agreement or for a single unit or service. However, the agreement can be terminated with written notice before the end of one month if:
D.1. If Stratis repeatedly starts error correction too late, and this is not due to force majeure, the customer can demand a reduction in the service fee or cancel the agreement and demand the prepaid service fee be refunded. In addition, the customer has no rights of default. The supplier is thus never liable for operating losses, loss of profit or other financial consequential losses. In the event of loss or damage to data carriers, Stratis' liability for compensation does not include costs for restoring damaged data.
D.2. Any claim must be made in writing without unnecessary delay after the situation giving rise to liability is or should have been discovered, but no later than 3 months after the completion of the task in question.
E.1. The customer is entitled to transfer his rights and obligations under this agreement to third parties after a written acceptance from Stratis. Stratis is also entitled to fully or partially transfer its rights and obligations under the agreement to third parties, but only after written consent from the Customer.
E.2. Changes or additions to the service agreement are only valid if they are in writing.
F.1 From the date of operational or commercial commissioning.
version 1.1 updated 27th of October 2024
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