LICENCE TERMS FOR
Hella Gutmann DATA
1. FIELD OF APPLICATION
1.1. These licence terms apply to all subscriptions/licences for all
online products that are offered by Hella Gutmann Solutions A/S, CVR number
87816613, Lundborgvej 10, DK-8600 Viborg (hereinafter
“the Licensor”). These licence terms are accepted by the subscriber
(hereinafter “the Licensee”) when first logging into the application by
checking “I have read and accept the licence terms”.
1.2. An overview of the subscription type and additional modules can be found at www.hella-gutmann.dk. Separate conditions
may be associated with individual functions, services and additional modules,
which must be accepted in addition to these licence
terms before the functions, services and additional modules may be used. The
Licensee may only upgrade the subscription against payment of the difference
between the Licensee’s current licence and the desired upgrade. Any
purchases are automatically covered by these licence terms, unless separate
terms and conditions apply to the purchased service.
2. SCOPE OF THE LICENCE
2.1. On acceptance of these licence terms, and to the
extent the licence fee has been paid, the Licensor grants a non-exclusive,
fixed-term right of use regarding its computerised database (hereinafter
referred to as “Hella Gutmann Data”), which contains repair and service
information relating to a wide range of car makes and models, as well as
illustrations and diagrams, written using standardised terminology, format and
design, irrespective of car make and model.
2.2. The right of use grants the Licensee alone access to: search for,
use and print information from Hella Gutmann Data as a source for the
servicing, troubleshooting or repair of motor vehicles in conjunction with
normal use during the licence period. The printing and use of information in Hella
Gutmann Data is only permitted in accordance with these licence terms,
forwarded covering letters, and to the extent the
licence fee has been paid. Information from Hella Gutmann Data, either wholly
or in part, may not be made available to third parties, be used in business
operations that are in competition with the Licensor or otherwise be forwarded
2.3. The Licensee may not use or in any way transfer
information in Hella Gutmann Data, except as expressly specified in the licence.
The Licensee may not “crawl” or otherwise gain access to Hella Gutmann Data, either manually or using automated means, in order to
reproduce any part of Hella Gutmann Data in any form. The Licensee may not
reproduce, alter or create derivative works based on all or part of Hella
2.4. Hella Gutmann Data is made available online, as software “as a
service”. Any rights and title to Hella Gutmann Data remain with the Licensor.
The Licensee acquires neither the application nor a copy thereof nor a part
thereof, and does not receive a licence to run the application, except as
software “as a service”.
2.5. The Licensee is personally responsible for any technical
arrangements required by the Licensee in order to use Hella Gutmann Data.
3. ACCESS TO HELLA GUTMANN DATA
3.1. Access to Hella Gutmann Data requires a login with a username and
passcode, issued to the Licensee. A licence grants access to log in to Hella
Gutmann Data for the number of users for whom access has been
purchased from the Licensee’s external IP address.
3.2. Only the Licensee’s users (defined as employees of the individual
Licensee) are entitled to use Hella Gutmann Data, and Hella Gutmann Data may
not be used for parties other than the Licensee or provide other services, such
as hotline support etc., for parties other than the Licensee. The Licensee or
its users may not grant third parties access to Hella Gutmann Data. Similarly,
the Licensee and its users may not pass on the issued passcode to a third
3.3. If it is ascertained that the licence is
wrongfully being shared between multiple parties, the Licensor may consider
this to be an order for an additional licence for the unlicensed user(s) and
demand a licence fee for this from the Licensee.
3.4. If a Licensee or one of the Licensee’s users tries to gain
unauthorised access to source code or other closed areas, the user’s access will immediately be blocked with no refund of the paid
licence, and damages may be claimed against both the user and the Licensee.
3.5. The Licensee is obliged to ensure that Hella Gutmann Data is not used in any way that could harm the Licensor’s
reputation or goodwill, nor in a manner that is in contravention of applicable
legislation or other regulations.
3.6. The Licensee is responsible for
ensuring that the Licensee’s users are notified about
and comply with these licence terms, including respecting the Licensor’s
intellectual property rights etc. The Licensee acts as guarantor for, and bears
full responsibility for, those users to whom the Licensee
provides access to Hella Gutmann Data or who use the Licensee’s login details.
3.7. The Licensee accepts that the Licensor may monitor online use of
Hella Gutmann Data to ensure compliance with the licence agreement or for
statistical purposes. If the Licensor is able to determine that licence access is being used in a manner that is not in accordance with
these licence terms, the Licensor may immediately block any access to Hella
Gutmann Data and terminate the licence without any obligation to repay the
4. CONTENT AND CHANGES ETC.
4.1. The Licensor is entitled to continually update and make changes and
additions to Hella Gutmann Data, including technical changes,
that the Licensor considers necessary.
4.2. Updates and changes to Hella Gutmann Data do not entail changes to
the Licensee’s obligations to the Licensor, and the Licensee may not bring an
action for a breach of contract against the Licensor for this reason. The aim
is for Hella Gutmann Data to be updated continually
and as quickly as possible, but there is no guarantee that new content will be
available etc. at a specific time. Similarly, the aim is for the content of
Hella Gutmann Data at any given time to be free of defects, but this is not guaranteed.
4.3. The Licensor may at any time, including in conjunction with the
issuing of a new version, release, service pack or update of Hella Gutmann
Data, add new functions or content in Hella Gutmann Data and change or remove
previous functions and content, without consent of the Licensee. Such updates,
improvements and changes may be implemented with or
without notice, and may affect services, including information and data
uploaded to or submitted by Hella Gutmann Data.
5. OPERATIONAL STABILITY
5.1. The Licensor aims to achieve the highest possible operational
stability, but does not guarantee 100% uptime. The Licensor is not responsible
for breakdowns or operational disruptions, including operational disruptions
caused by factors outside of the Licensor’s control. This includes e.g. power
failures, equipment faults, Internet connections, telecommunication links or
5.2. In the event of a breakdown or disruption, the Licensor aims to
restore normal operation as quickly as possible.
5.3. Scheduled interruptions will primarily take place during the period
21:00–06:00 CET. In the event it should be necessary to interrupt access to
Hella Gutmann Data outside of the stated period, notice of this will be given in advance as far as possible.
6. INTELLECTUAL PROPERTY RIGHTS/COPYRIGHT
6.1. Hella Gutmann Data and Hella Gutmann’s
logo are registered trademarks of Hella Gutmann Solutions GmbH.
6.2. All material in Hella Gutmann Data, including code language, text,
photos, etc., belongs to the Licensor, and the Licensor has full copyright,
title and all other rights to Hella Gutmann Data, except for sub-products
produced by a third party and to which that party has full rights. Hella
Gutmann Data is protected pursuant to copyright legislation, and this protection also applies to any physical material, including
user manuals and training material, that is provided to the Licensee.
6.3. Any infringements of the Licensor’s rights and/or any rights
belonging to such a third party/supplier, including third party infringements
made possible by the Licensee, are considered a breach
of the licence agreement.
6.4. Copyright and database rights described in Hella Gutmann Data
information shall at all times remain an integral part of the information
regarding Hella Gutmann Data and other permitted printing or copies from Hella
Gutmann Data. Data that is printed or saved from Hella Gutmann Data must be
marked with: ©Hella Gutmann Data.
6.5. The Licensee is not entitled to breach or change any security
codes/mechanisms. The Licensee is not entitled to change or remove information
on legal conditions, trademarks and similar in Hella Gutmann Data or on the
media on which Hella Gutmann Data is supplied. The
Licensee is also not entitled to translate Hella Gutmann Data from object code
to source code, e.g. by means of reverse engineering, disassembling or
decompiling Hella Gutmann Data.
6.6. The Licensor must be notified of any
current or potential violation of the Licensor’s intellectual property rights
or unauthorised use of the application of which the Licensee becomes aware.
6.7. There is no transfer of intellectual
property rights to the Licensee: the Licensee only enjoys a
conditional rights of use cf. section 2.2.
6.8. The Licensee and its users have the potential to add their own
notes in Hella Gutmann Data. The Licensor is not responsible for the
availability of the Licensee’s own generated and uploaded data in Hella Gutmann
Data, and it is the duty of the Licensee and its users to ensure that any
proprietary data is saved securely in e.g. the
Licensee’s own systems. The Licensor is also not responsible for any loss etc.
of proprietary data in Hella Gutmann Data, regardless of cause. The Licensor
may not utilise any notes for its own purposes, but the Licensee consents to
the Licensor deleting all notes on termination of the licence agreement.
6.9. In relation to notes/material uploaded by the Licensee and all the Licensee’s data, the Licensor is granted access that
is sufficient such that the Licensor can securely handle and operate Hella
Gutmann Data and meet its obligations, as well as perform marketing on the
basis of the Licensee’s material. The Licensee guarantees that the material/notes
that are uploaded will not infringe any third-party
rights and will not contain material that may offend or that is in
contravention of relevant legislation or other regulations.
7. TERMS OF PAYMENT
7.1. The Licensee has purchased access to Hella Gutmann Data from a
dealer approved by the Licensor.
7.2. The licence fee must be paid in advance –
to the approved dealer from whom the licence is purchased – for licence periods
of 12 months at a time. The first invoicing period runs from the order date for
the subsequent 12 months. The payment terms are eight days net in cash from the
7.3. The Licensor reserves the right to temporarily
block access to Hella Gutmann Data if the licence fee is not paid on
time. Regardless of the lack of access to Hella Gutmann Data, the Licensee is
obliged to pay the full licence fee. There is consequently no reimbursement of
the licence fee for the period when access to Hella Gutmann Data has been blocked.
7.4. The Licensee accepts that invoices and reminders sent by e-mail to
the Licensee’s specified e-mail address will be considered to have been
delivered at the time when they are sent by the Licensor.
8. TERMINATION OF THE LICENCE
8.1. The licence agreement runs for a period of 12 months at a time. If
the licence agreement is not terminated at the end of
the period as set out below, the licence agreement will be renewed
automatically for 12 months at a time.
8.2. The Licensee is entitled to terminate the licence agreement with
one month’s written notice to the Licensor, although not until the end of the
current 12-month licence period. The notice of termination will take effect
from the next licence period. NB! Failure to pay will not be
viewed as termination of the licence agreement.
8.3. The Licensor is entitled to terminate the licence agreement with
one month’s notice prior to the end of the licence period or to terminate the
licence agreement without notice in the event the Licensee fails to comply with
or is otherwise in material breach of the licence agreement or these licence
8.4. In the event the licence agreement is terminated
– regardless of the reason – all the Licensee’s rights will be forfeited,
including the right to use Hella Gutmann Data. The Licensee may not request
reimbursement of any part of the paid licence fee in the event the licence
agreement is terminated.
8.5. If the Licensee wishes to issue its own generated and uploaded data
at the termination of the licence, it may contact the Licensor to find out more
about the potential for this. Any extracts from Hella Gutmann Data containing
the Licensee’s own generated and uploaded service data will
be settled with the Licensee at an hourly rate.
9. LIMITATION OF LIABILITY
9.1. Hella Gutmann Data and the service are delivered
as they are. The Licensor provides no warranty, assurance, guarantee, etc.
regarding the accuracy of the information that can be found
in Hella Gutmann Data or regarding the connection to Hella Gutmann Data.
9.2. The Licensor disclaims liability for any losses that the Licensee
suffers as a result of its use of Hella Gutmann Data. All use of Hella Gutmann Data therefore takes place at the
Licensee’s own risk, and the Licensor is under no circumstances liable for
losses of any nature, including anticipated earnings, loss of data, damage to
records or data, or for any direct or indirect losses or consequential loss
(including but not limited to loss of goodwill or losses as a result of any
other form of business interruption) in connection with the use of Hella
Gutmann Data, or losses as a result of insufficient or incomplete
program function or services in connection with
this, regardless of whether the Licensor has been notified about the
possibility of such a loss, and regardless of whether the damage was incurred
within or outside of the contract.
9.3. The Licensor is also not liable for losses arising as a result of the Licensee not having had the opportunity
to use Hella Gutmann Data, regardless of cause.
9.4. Furthermore, the Licensee bears solely liability in respect of
third parties in relation to the Licensee’s own use of Hella Gutmann Data. The
Licensee is obliged to indemnify the Licensor for this and all costs associated
9.5. The above limitation of liability also applies to product liability
that the Licensor may incur as a result of loss of or
damage to property that, by its nature, is normally intended for commercial
use, insofar as this is not in contravention of mandatory legislation.
9.6. The Licensor is not liable for faults and deficiencies that are not related to Hella Gutmann Data, although it is liable
for the influence of other software subordinate to this. The Licensor is also
not liable for the integration or interaction between Hella Gutmann Data and
the Licensee’s own IT environment and organisation.
9.7. In connection with the implementation of updates, new versions,
releases or service packs, the Licensor is not responsible for the Licensee
being able to take full advantage of any changes to the application logic
within Hella Gutmann Data or parts thereof that the Licensee has implemented or
9.8. Regardless of the type of loss or the grounds for liability, the
amount of the Licensor’s total liability is limited to the Licensor’s payment
for 12 months prior to the commencement of the situation that is giving rise to
the liability, although under no circumstances exceeding DKK 10,000. The
Licensee undertakes to indemnify the Licensor for product liability claims,
third party losses and other claims from third parties resulting from the
Licensee’s use of Hella Gutmann Data.
10. FORCE MAJEURE
10.1. Neither party is liable for damage caused to the other party as a
direct or indirect consequence of the first party being delayed or prevented
from fulfilling its obligations under these licence terms due to the occurrence
of a force majeure incident. Force majeure shall be
considered to include war and mobilisation, natural disasters, strikes,
lockout, fire, import and export controls as well as other circumstances over
which the party in question has no control.
10.2. The parties shall immediately, on first becoming
aware of a potential force majeure incident, notify each other about the
onset and similarly the conclusion of the force majeure circumstances.
11.1. The Licensee is only entitled to transfer the right to use Hella
Gutmann Data in its entirety to third parties, and only with the Licensor’s
express prior written consent.
11.2. In the event the Licensee transfers the licence, the Licensee – in
relation to the Licensor – is obliged to ensure that the recipient accepts and
complies with the licence agreement with the Licensor. The Licensee remains
liable, jointly and severally, for any breach of the licence agreement by the
11.3. The Licensor is also entitled to transfer all its rights and
obligations under these licence terms wholly or in part to any third party,
without the Licensee’s consent.
12. CHANGING THE LICENCE TERMS
12.1. Changes to these terms, which do not impose further obligations on
the Licensee other than the applicable terms, may be
implemented without prior notice with effect for all. This includes
general price increases resulting from price trends. Other changes to the
conditions must take place with at least one month’s
notice prior to the end of a licence period.
13. VALIDITY, CHOICE OF LAW AND LEGAL VENUE
13.1. In the event a provision in these licence terms is declared
invalid, unlawful or without legal effect, this must not affect the agreement
in other regards and the provision in question must be amended or redrafted in
the broadest possible sense according to applicable law, such that the original
intentions of the Licensor are reflected. Any provision in these licence terms,
which by its nature extends beyond the time when the licence terms cease to
apply, shall remain applicable and binding for the parties.
13.2. These licence terms are subject
to, and shall be interpreted in accordance with, Danish law. Any disputes
between the parties shall be determined in the Licensor’s domicile.