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Terms and Conditions for SaaS – Dentio Practice Automation System

Version 1.3 – Last updated: 2026-05-22

Org. nr: 559498-5136

Address: Sveavägen 28-30, 111 34 Stockholm

Contact: [email protected]

These Terms and Conditions for Software as a Service ("Terms") govern the Customer's use of the Service as described below, provided by Dentio, a limited liability company incorporated in Sweden with company registration number 559498-5136 and address Sveavägen 28-30, 111 34 Stockholm ("Dentio"). Dentio and the Customer are jointly referred to as the "Parties" and each individually as a "Party".

1. Definitions

• "Agreement" means the Customer Agreement together with these Terms as amended from time to time, including all appendices.
• "Authorized User" means those persons who are employed by, or consultants to, the Customer and who have been authorized to use the Service in accordance with the Agreement.
• "Contact Person" means the person or persons employed by the Customer and Dentio appointed to manage communications between the Parties as designated in the Customer Agreement or otherwise notified by the relevant Party.
• "Customer" means the company granted the license to the Software in accordance with the Agreement.
• "Effective Date" means the date when the Customer Agreement is signed or, if no Customer Agreement is signed, the date when the Customer first accesses or uses the Service, or such other date designated as the effective date in the Customer Agreement or other subscription process accepted by Dentio.
• "Customer Agreement" means the customer agreement as completed, signed and submitted to Dentio by the Customer, or any other subscription process accepted by Dentio, including via Dentio's website. The Customer shall be bound by the Agreement, including these Terms, either by signing the Customer Agreement or by accessing or using the Service.
• "Service" means the use of the Software provided by Dentio as well as support services including any updates and Upgrades, as well as all related specifications, documentation and additional material, including standard updates and bug fixes as generally described at dentio.com/eng/functions.
• "Service Fee" means the fees to be paid by the Customer for the Service as stated in the Customer Agreement, any other subscription process accepted by Dentio, or other written agreement between the Parties.
• "Software" means Dentio Practice Automation System, medical device software (SaMD) Class I according to MDR, CE marked and registered in EUDAMED (SRN: SE-MF-000051592) which transcribes and structures clinical documentation but does not diagnose, interpret clinical data, and does not provide patient-specific recommendations.
• "Subscription" means the subscription pursuant to which the Service is made available to the Customer.
• "Territory" means the territory stated in the Customer Agreement or other subscription process accepted by Dentio.
• "Upgrades" means published versions of the Software, including new or improved functionality made available to the Customer.

2. Scope of the Service

• 2.1. Subject to the terms of the Agreement, the Customer is hereby granted a non-exclusive, non-transferable, limited license to access and use the Service for the Customer's internal purposes in the Territory. The Service may only be used by the number of Authorized Users for which the Customer has paid the Service Fee and in accordance with the other terms of the Agreement.
• 2.2. The Customer may not use, copy or otherwise transfer the Software, or any part thereof, except as expressly permitted by the Agreement. Under no circumstances may the Customer modify, develop or make additions to the Software.
• 2.3. The Customer may not sub-license, rent, lend or otherwise permit any person other than the Customer and its Authorized Users, directly or indirectly, with or without compensation, to dispose of or otherwise use the Service.
• 2.4. The Customer may not decompile or reverse engineer the Software or in any other manner attempt to recreate the source code of the Software or make copies for archiving or disaster recovery, other than as required by mandatory law in force from time to time.
• 2.5. Provided that the Customer pays the Service Fee in accordance with Section 6.1, Dentio shall provide the support services to the Customer in accordance with the Agreement. Any change to the scope of the Services must be agreed in writing between the Parties.
• 2.6. The Customer undertakes to (i) take commercially reasonable measures to prevent unauthorised access to or use of the Service, including protecting usernames and passwords, and to inform Dentio without undue delay of suspected unauthorised use, (ii) ensure that the Service is not used in breach of applicable law or in a manner that may harm Dentio or cause an unreasonable burden on Dentio's technical infrastructure, and (iii) be solely responsible for the data and information that the Customer and Authorized Users provide or use in the Service and for ensuring that such use is in accordance with applicable law.
• 2.7. Dentio shall be entitled, in addition to what follows from Section 7.3, to temporarily restrict or suspend the Customer's or individual Authorized Users' access to the Service if (i) Dentio has reasonable grounds to suspect unauthorized use or other use in breach of the Agreement or applicable law, (ii) such a measure is necessary to protect the security, integrity or availability of the Service, or (iii) the Customer is otherwise in material breach of the Agreement. Dentio shall, if practically possible, inform the Customer in advance of such restriction or suspension. Such restriction or suspension shall not relieve the Customer of its obligation to pay fees under the Agreement, and Dentio shall not be liable for any loss or damage arising from such restriction or suspension, except to the extent caused by Dentio's gross negligence or willful misconduct.
• 2.8. The Service may allow for integration or use together with third-party services, third-party applications or other equipment and infrastructure not provided by Dentio ("Third-Party Solutions"). The Customer is solely responsible for procuring, maintaining and complying with all terms applicable to Third-Party Solutions used by the Customer or Authorized Users in connection with the Service. Dentio is not responsible for Third-Party Solutions or their availability, functionality, compatibility or security, and is not obliged to compensate the Customer for damage resulting from defects, deficiencies or changes in Third-Party Solutions or in public communications networks. Dentio shall be entitled to make changes to the Service or discontinue or restrict an integration into a Third-Party Solution if this is necessary due to changes, deficiencies or interruptions in such Third-Party Solution or in order to maintain the security of the Service or comply with applicable law or decisions of public authorities.
• 2.9. Dentio reserves the right to develop new modules, advanced AI features, or add-ons ("Add-ons") which are not included in the Service Fee and may require a separate agreement or additional fees. The Customer may at any time during the Term subscribe to Add-ons or increase the number of Authorized Users subject to written notification to Dentio. Fees for such add-ons will be billed at Dentio's then-current standard rates (unless otherwise agreed), prorated for the remainder of the current Term, and will renew with the Subscription.

3. Authorized Users

• 3.1. The Subscription is subject to a fair usage policy of 10 hours of audio processing per Authorized User per month to ensure platform stability. Dentio reserves the right to throttle or suspend usage that significantly exceeds average usage patterns or threatens the security of the Software (platform). Dentio shall provide Customer with prior written notice when usage reaches 80% of the monthly limit. Customer may purchase additional capacity at Dentio's then-current rates for over processing.

4. Hardware

• 4.1. One (1) external microphone ("Hardware") is included for each Authorized User subscription.
• 4.2. Dentio retains full legal title and ownership of the Hardware. The Hardware is included in the Subscription during the Term. Risk of loss or damage of Hardware passes to Customer upon delivery. Ownership of the Hardware remains with Dentio unless the Customer wishes to purchase Hardware whereas the ownership shall pass to the Customer upon full payment. Upon termination of the Agreement, Customer shall return the Hardware to Dentio within thirty (30) days. Failure to return Hardware will result in a replacement fee as reasonably determined by Dentio from time to time.
• 4.3. The Parties can agree that other hardware shall be included in addition to microphones.

5. Intellectual Property Rights

• 5.1. Dentio or its subcontractors own, with the exception of third-party products, all rights, including intellectual property rights, in the Software, including but not limited to patents, copyrights, design rights and trademarks, and nothing in the Agreement shall be construed as a transfer of such rights, or any part thereof, to the Customer.
• 5.2. All data and information that the Customer or Authorized Users store in or provide through the Service shall remain the property of the Customer or the relevant third party.
• 5.3. The Customer nevertheless grants Dentio a non-exclusive, worldwide, transferable and royalty-free license during the term of the Agreement to store, copy, process and otherwise use such data and information to the extent required to provide, maintain, secure, support, develop and improve the Service and to produce aggregated and anonymized statistics and analyses. Dentio may use and retain aggregated or anonymized data, statistics, analytics and learnings derived from the Service during and after the term of the Agreement for product development, analytics, benchmarking, training, testing and other business purposes, provided that such material does not identify the Customer, Authorized Users or any patient.
• 5.4. The Customer may not use the Service, including any underlying ideas, workflows, designs, or technical implementations, to build, develop, or assist in the creation of a competing product or service. Reverse-engineering, imitating, or reproducing the Service's functionality or user experience for competitive purposes is strictly prohibited.
• 5.5. The Customer further acknowledges that Dentio may freely, without compensation to the Customer, use ideas, suggestions, error reports, proposals for improvement and other feedback that the Customer or Authorized Users provide regarding the Service to develop, improve or otherwise modify the Service or other products and services provided by Dentio. The Customer shall acquire no intellectual property rights in such improvements, modifications or new functions based on or arising out of feedback.

6. Service Fee

• 6.1. As consideration for the Service, the Customer shall pay the Service Fee in accordance with the Customer Agreement, other subscription process accepted by Dentio, or other written agreement between the Parties.
• 6.2. The Service Fee does not include travel costs if the Customer requires Dentio or its subcontractor to handle errors at the Customer's premises; such costs shall be invoiced separately.
• 6.3. Unless otherwise stated in the Agreement, all fees are non-cancellable and non-refundable, including in the event of non-use, reduced use, suspension in accordance with the Agreement or termination by Dentio due to the Customer's breach.
• 6.4. The fees are stated exclusive of value added tax, which shall be borne by the Customer.
• 6.5. Dentio shall be entitled, subject to 90 days' prior written notice to adjust the Service Fee by written notice to the Customer. As a general rule, such adjustment may not exceed six (6) per cent per twelve-month period, unless otherwise specifically agreed.

7. Payment

• 7.1. Invoices are issued in advance with the frequency stated in the Customer Agreement, other subscription process accepted by Dentio, or as otherwise agreed. Unless otherwise agreed, charges for the Service Fee commence on the Effective Date with a pro-rated invoice added to the first bill. Reimbursement of expenses shall be paid monthly in arrears against invoice.
• 7.2. Invoices shall be paid within thirty (30) days of the invoice date.
• 7.3. In the event of late payment, any unpaid amounts shall bear interest in accordance with the Swedish Interest Act (Sw. räntelagen). Dentio shall further be entitled to charge statutory fees for payment reminders and debt collection costs. In the event of delayed payment, Dentio may, after written notice to the Customer and without liability to the Customer, restrict or temporarily suspend the Customer's access to the Service until full payment of the outstanding amounts, including interest and fees, has been made, and the Customer's payment obligations shall continue during any such restriction or suspension. Dentio shall also be entitled to require prepayment or shorter payment terms as a condition for continued access to the Service. In the event of a material delay in payment, such delay shall constitute a material breach entitling Dentio to terminate the Agreement in accordance with Section 15.
• 7.4. The Customer shall not be entitled to set off any claim against Dentio against the Service Fee or other payments under the Agreement, or to withhold payment on the basis of an alleged defect or delay in relation to the Service, except to the extent that a right of set-off or retention follows from mandatory law.

8. Support

• 8.1. Dentio shall provide the Customer with the following support services:
  • (a) Dentio shall provide remote support, primarily by telephone, e-mail or the in-app support function, with respect to Customer questions, in Swedish and English; and
  • (b) If requested by the Customer, Dentio shall provide support at the Customer's premises within two (2) business days from such request.
• 8.2. Dentio shall perform support with due care, in a professional manner and in accordance with the methods and standards normally applied by Dentio. Support does not include defects, errors or issues caused by the Customer, Authorized Users, Third-Party Solutions, Customer systems, use outside the Agreement or Dentio's instructions, or modifications not made by Dentio. Dentio may charge the Customer at Dentio's then-current rates for support relating to such excluded matters.
• 8.3. Dentio shall provide and perform support on weekdays between 07:30 and 20:00 CET, excluding Swedish public holidays. Support performed outside these times requires a separate agreement, including fees.

9. The Customer's Obligations Regarding Support

• 9.1. The Customer shall appoint a Contact Person with an agreed level of competence who shall be responsible for reporting defects to Dentio. The Customer shall inform Dentio of the name of the Contact Person as soon as he or she has been appointed.
• 9.2. The Customer shall, when required in order to provide support, provide all reasonable documentation and information requested by Dentio.
• 9.3. When a defect is reported, the Customer shall state and, if necessary, demonstrate how the defect manifests itself. At Dentio's request, a customer representative shall be available and assist during the period in which Dentio remedies the defect.
• 9.4. If support is performed at the Customer's premises, the Customer shall, at its own expense, provide the working space required for the support services. Furthermore, the cost of any consumables and data storage media etc. required for the provision of the support services shall be borne by the Customer.
• 9.5. Dentio shall be entitled, by reviewing logs or by any other reasonable control, to verify that the use of the Service corresponds to what has been agreed, including with respect to the number of Authorized Users and other volume-related parameters. Such control shall be carried out in a manner that does not unnecessarily disrupt the Customer's operations. If a control shows that the Service has been used to a greater extent than agreed, Dentio shall be entitled to charge for such overuse in accordance with the price list in force from time to time, including retroactively from the time when the overuse commenced, and to adjust the Service Fee for the remaining contract term accordingly.
• 9.6. Dentio may use subcontractors to perform the support services. Dentio shall, however, remain primarily responsible for the subcontractor's work.

10. Limitation of Liability

• 10.1. Customer remains solely responsible for all clinical decisions and the verification of patient records. The Service generates drafts and proposals based on AI processing.
• 10.2. All AI-generated content must be reviewed and approved by qualified healthcare professionals of the Customer before it is entered into medical record systems or used as a basis for clinical decisions. Dentio shall in no event be liable for any damage arising from the use of AI-generated content.
• 10.3. Under no circumstances shall Dentio be liable for loss of profit, revenue, business savings or goodwill, loss of data, the Customer's obligation to compensate a third party, or any other indirect or consequential damage.
• 10.4. Dentio's aggregate liability under the Agreement in respect of one or more events or series of events (whether connected or not), including any indemnity, service credits, refunds, price reductions or other remedies, shall, except in the case of Dentio's gross negligence, willful misconduct or liability for breach of confidentiality pursuant to Section 13 below, be limited to an amount equal to the Service Fee paid by the Customer under the Agreement during the twelve (12) months immediately preceding the event giving rise to the claim; provided, however, that if fewer than twelve (12) months have elapsed since the Effective Date, Dentio's aggregate liability shall be limited to the Service Fee paid from the Effective Date up to the date of the event giving rise to the claim.

11. Warranty

• 11.1. The Service is provided "as is" and except as expressly stated in the Agreement, Dentio gives no warranties of any kind, whether express or implied, in respect of the Service or the Software. Dentio disclaims, to the extent permitted by mandatory law, all implied warranties, such as warranties of fitness for a particular purpose, freedom from defects or that the Service or the Software will meet the Customer's particular needs. Dentio does not warrant that the Service will be uninterrupted, error-free, free from vulnerabilities, compatible with the Customer's systems or Third-Party Solutions, or that AI-generated content will be accurate, complete or suitable for any particular purpose. Dentio is also not responsible for damage arising as a result of the Customer or Authorized Users using the Service in breach of the Agreement or Dentio's instructions in force from time to time.
• 11.2. Unless otherwise expressly stated in the Agreement or in a separate service level agreement between the Parties, the Customer's sole and exclusive remedy in the event of deficiencies in availability, performance or other interruptions or disturbances in the Service (to the extent Dentio is responsible) shall be such credit, price reduction or refund as Dentio has specifically undertaken in writing to provide. Any claim for such credit, price reduction or refund must be submitted by the Customer in writing within thirty (30) days after the event giving rise to the claim, failing which the claim shall be deemed waived. Beyond this, the Customer shall not be entitled to any additional compensation or damages by reason of such deficiencies, other than as follows from Section 10.

12. Infringement of Intellectual Property Rights

• 12.1. Subject to this Section 12, Dentio shall defend the Customer against any third-party claim that the Customer's authorized use of the Service in accordance with the Agreement infringes such third party's intellectual property rights, and Dentio shall pay any damages finally awarded by a court of competent jurisdiction or amounts agreed in a settlement entered into by Dentio in respect of such claim.
• 12.2. Dentio shall have no obligation under this Section 12 in respect of any third-party claim to the extent it is based on (i) use, operation or combination of the Service with hardware, software, data, documentation or other equipment not approved by Dentio, if such claim could have been avoided but for such use, operation or combination; (ii) any modification of the Service not made by or on behalf of Dentio; (iii) use of the Service in a manner deviating from its design, specifications, documentation or intended purpose; (iv) use of the Service other than in accordance with the Agreement or Dentio's instructions in force from time to time; or (v) any data, materials, instructions or other items provided by the Customer or any Authorized User.
• 12.3. Dentio's obligations under this Section 12 shall apply only if the Customer (i) without undue delay notifies Dentio in writing of the claim; (ii) permits Dentio to assume sole control of the defense of the claim and all related settlement negotiations, provided that Dentio may not settle any claim in a manner that admits liability on the part of the Customer or imposes any payment or non-monetary obligation on the Customer without the Customer's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and (iii) acts in accordance with Dentio's reasonable instructions and provides Dentio with such reasonable assistance as Dentio may request.
• 12.4. If the Service is, or in Dentio's reasonable opinion is likely to become, subject to a claim under this Section 12, Dentio may, at its option and expense, (i) procure for the Customer the right to continue using the affected Service; (ii) modify or replace the affected Service so that it becomes non-infringing without materially reducing its agreed functionality; or (iii) terminate the affected Service upon written notice and refund any prepaid Service Fee attributable to the terminated portion of the then-current Subscription term, without interest.
• 12.5. This Section 12 sets out Dentio's sole and exclusive liability, and the Customer's sole and exclusive remedy, in respect of any actual or alleged infringement of third-party intellectual property rights by the Service.

13. Confidentiality and Disclosure

• 13.1. The Customer is aware that the Service and the Software contain trade secrets and other confidential information belonging to Dentio. The Customer therefore agrees not to make the Software or the Service available to any third party without Dentio's written consent and to take all reasonable measures to ensure that trade secrets and other confidential information are not disclosed to any third party. Both Parties undertake not to disclose to any third party, without the other Party's consent, such information regarding the other Party's business operations as may be deemed to constitute a trade secret or information subject to a statutory duty of confidentiality. Information designated by either Party as confidential shall always be deemed to constitute a trade secret.
• 13.2. The Parties' confidentiality obligation under this Section 13 shall not apply to trade secrets or other confidential information that the recipient can demonstrate (i) was already known when received, (ii) is or has become generally known otherwise than through a breach of the Agreement, (iii) was received from a third party that lawfully acquired it and that is not obliged to restrict its disclosure in relation to Dentio, or (iv) is required to be made publicly available by court order, decision of a public authority or mandatory law.
• 13.3. Each Party agrees to impose in an appropriate manner on its employees and consultants the terms and provisions relating to the use of the Service and the Software and the confidentiality obligations set out above in this Section 13. The Parties shall ensure that all engaged subcontractors, together with any of their employees involved in the assignment, sign a confidentiality agreement containing corresponding provisions for the benefit of the other Party. The Customer shall be liable to Dentio for the acts of its employees and consultants and for their compliance with the above provisions.
• 13.4. The Parties' confidentiality obligation under the Agreement shall be valid during the term of the Agreement and shall remain in effect for a period of three (3) years after termination of the Agreement, regardless of the reason.
• 13.5. Dentio shall be entitled, without separate consideration, freely and for marketing and reference purposes, to publicly state that the Customer is a customer of Dentio, including through the use of the Customer's company name and logo, provided that neither Party's confidentiality obligation under this Section 13 is infringed.

14. Processing of Personal Data

• 14.1. The Parties' rights and obligations regarding the processing of personal data within the framework of the Service shall be governed by a separate data processing agreement constituting an appendix to the Agreement. In the event of conflicting provisions between this Agreement and the data processing agreement, the latter shall prevail with respect to the processing of personal data. Unless otherwise expressly stated in the data processing agreement, the Customer is responsible for ensuring that it has a valid legal basis, necessary notices, consents and permissions for the personal data and patient information made available to Dentio through the Service.

15. Term and Termination

• 15.1. Each Party may, by written notice to the other Party, terminate the Agreement with immediate effect if: (i) the other Party has committed a material breach of the Agreement and has not remedied it within thirty (30) days after receipt of written notice; or (ii) the other Party becomes subject to insolvency proceedings, enters into liquidation, suspends its payments or may otherwise be deemed to have become insolvent. In addition, Dentio may terminate the Agreement with immediate effect upon written notice if the Customer fails to pay any amount due within ten (10) days after written reminder, repeatedly exceeds agreed usage limits, infringes or threatens to infringe Dentio's intellectual property rights, or uses the Service in a manner that creates a material security, legal or operational risk for Dentio or the Service.
• 15.2. If the Customer has committed a material breach of the Agreement, the Customer shall compensate Dentio for its damages, costs and losses, regardless of whether Dentio elects to terminate the Agreement under this Section 15 or not. If the Agreement is terminated due to the Customer's breach, all unpaid Service Fees for the remainder of the then-current Subscription term shall immediately fall due and payable.
• 15.3. If the Agreement is terminated pursuant to Section 15.1 above, the Customer shall not be entitled to a refund of any Service Fee paid.

16. Force Majeure

• 16.1. If and to the extent that a Party's performance of any of its obligations under the Agreement is prevented, hindered or delayed due to circumstances beyond the Party's reasonable control, such as lightning strikes, labour conflicts, fire, acts of war, requisition, seizure, currency restrictions, riots and civil unrest, shortage of means of transport, shortage of goods, changes in regulations issued by authorities, intervention by authorities, or defects and/or delivery delays of its subcontractors due to the circumstances stated herein (each a "Force Majeure Event"), then the non-performing Party shall be released from performing the obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party that the Force Majeure Event has occurred. The non-performing Party shall, however, always be obliged to mitigate the effects of the Force Majeure Events.
• 16.2. If performance of the Agreement is substantially prevented for more than three (3) months due to the circumstances described above, either Party shall be entitled to terminate the Agreement by written notice.

17. Miscellaneous

• 17.1. Any amendment or addition to the Agreement must, in order to be binding, be in writing and signed by both Parties. Dentio may, however, from time to time unilaterally amend these Terms. Such amendments shall be notified to the Customer in writing (including by e-mail) and shall enter into force on the date stated in the notice, but no earlier than on the date of the notice. If an amendment to (i) fees under the Agreement or (ii) the core functionality of the Service may reasonably be deemed to have a materially adverse effect on the Customer, the Customer shall be entitled, within fifteen (15) days from Dentio's notice of the amendment, to terminate the Agreement with effect no earlier than on the date on which the amendment would have entered into force. The Customer's continued use of the Service after the amendment has entered into force shall be deemed to constitute acceptance of the amendment.
• 17.2. The Customer may not assign rights or obligations under the Agreement to any third party without Dentio's prior written consent. Dentio may assign or transfer the Agreement, in whole or in part, to an Affiliate, successor, acquirer of substantially all of Dentio's business or assets, or in connection with a merger, reorganization or financing transaction, provided that such assignee assumes Dentio's obligations under the Agreement.
• 17.3. Any notices of termination or other notices shall be in writing and may be delivered by courier, sent by registered letter or e-mail to the other Party's contact persons at the addresses stated in the Agreement, provided in the applicable subscription process, or otherwise notified by the relevant Party. Such notice shall be deemed given if delivered by courier, on the date of delivery to the recipient; if sent by registered letter, five (5) days after the date of dispatch; or if sent by e-mail, on the date on which it was sent, provided that the sending e-mail account has requested and received a delivery receipt in return from the recipient.
• 17.4. This Agreement, including all appendices, constitutes the Parties' complete regulation of the matters covered by the Agreement and supersedes all prior agreements, offers and undertakings, whether oral or written, relating to the Service.

18. Disputes and Governing Law

• 18.1. Any dispute or claim arising out of or in connection with the Agreement, as well as any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with Swedish law, excluding its conflict of laws rules.
• 18.2. Any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, or its breach, termination or invalidity, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC").
• 18.3. The Expedited Rules shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines in its discretion that the Arbitration Rules of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
• 18.4. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish.

For more information, contact us at [email protected].