Terms and Conditions

Description of the service

Use our expertise to optimally implement the Cloud software solutions that we (hereinafter “SCALY”) resell within your organization, in the sense that SCALY itself expressly does not provide a SAAS solution.

Applicability

These General Terms and Conditions apply to all legal relationships between SCALY and you (hereinafter “the Customer”), including all offers, quotations, orders, legal relationships and agreements, however named, whereby SCALY undertakes/will undertake to carry out work for Customer. These General Terms and Conditions also apply to any additional or follow-up Activities. Deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing. The applicability of any purchasing or other (general) conditions of the Customer is expressly rejected by SCALY.

Conclusion of the Agreement

SCALY makes an offer to the Customer by means of an order confirmation or by giving the Customer the opportunity to use the services of SCALY. The Agreement is concluded when the order confirmation signed by SCALY and the Customer is returned by SCALY.

The Agreement is based on the information provided by the Customer to SCALY at the time, in the sense that information that the Customer does not report to SCALY cannot be included in drawing up the offer, nor in determining the Agreement. or carrying out the Work. The confirmation or offer is deemed to accurately and completely reflect the Agreement. To the extent that agreements need to be explained later, the text of these General Terms and Conditions takes precedence over other documents.

Payment

Payment by the Customer of the amounts owed to SCALY must be made within 30 days of the invoice date, without the Customer being entitled to any deduction, suspension, discount or settlement. Payment must be made in SEK by means of transfer to a bank account to be designated by SCALY.

All reasonable actual judicial and extrajudicial (collection) costs incurred by SCALY as a result of the Customer's non-compliance with its payment obligations will be borne by the Customer.

The Customer will pay SCALY the costs stated on the order forum. Unless otherwise specified in an Order, all charges must be paid to SCALY within thirty (30) days of the invoice date. Any late or absent payment will be subject to any collection costs (including reasonable legal fees) and will accrue interest according to the local interest law.

In the event of liquidation, bankruptcy, attachment or suspension of payment of the Customer, the claims of SCALY on the Customer are immediately due and give SCALY the right to immediately stop their activities, without owing any (damage) compensation.

Invoices are sent electronically. If an invoice from SCALY is partially disputed by the Customer, the Customer is always obliged to pay the undisputed part of the invoice to SCALY on time. With regard to the disputed part of the invoice, the Customer is obliged to immediately inform SCALY in writing of the reasons for the dispute. If the dispute subsequently proves to be unfounded, SCALY is entitled to charge the interest referred to in paragraph 4 of this article on the amount to be paid by the Customer from the moment of the original indebtedness until the moment the amount is paid by the Customer to SCALY.

SCALY reserves the right to index the rate agreed with the Customer and any costs each year at the start of the calendar year with a reasonable percentage.

The Customer can register an eligible bank account as payment method. Eligible accounts include, for example, accounts at financial institutions that are capable of receiving direct debits. The Customer represents and warrants that the bank account registered by the Customer is in its name or that the Customer is authorized to register this bank account and use it as a payment method. By registering or selecting Customer's bank account as a payment method, Customer authorizes SCALY (or its agent) to make one or more debits in the amount of the total purchase or subscription amount (according to the terms of your subscription service) from the bank account from the Customer (and, if necessary, make one or more credits to your bank account to correct any errors, pay a refund or a similar purpose), and the Customer authorizes the financial institution with which the Customer has the bank account to make these debits or accept credits. The Customer understands that this authorization remains in full force until the Customer changes/deletes his bank account details. If the Customer believes that a charge has been made in error, the Customer will contact SCALY as soon as possible. Laws applicable in the Customer's country of residence may also increase the Customer's liability for fraudulent, incorrect or unauthorized bank account transactions. of the Customer. By registering or selecting a bank account as a payment method, the Customer acknowledges that the Customer has read, understood and agrees to these Terms.

Complaints

Complaints regarding the Work performed and/or the invoice amount must be submitted in writing within sixty (60) days after the date of dispatch of the documents or information about which the Customer is complaining, on penalty of forfeiture of rights on the part of the Customer, or within sixty (60) days after discovery of the defect, if the Customer demonstrates that he could not reasonably have discovered the defect earlier, to be notified to SCALY.

Complaints as referred to in article paragraph 1 do not suspend the Customer's payment obligation.

In the event of a justified complaint, SCALY has the choice between adjusting the fee charged, improving, or re-performing the rejected Work free of charge or not carrying out the assignment in whole or in part or no longer carrying out the assignment in return for a proportional refund.

Unless otherwise provided in the General Terms and Conditions, rights of action and other powers of the Customer against SCALY, for whatever reason, expire in any case one (1) year after the moment at which the Customer became aware or could reasonably have become aware of the existence of these rights and powers.

Nature of the Work

SCALY is only subject to a best efforts obligation.

All terms discussed between the parties never apply as deadlines for SCALY.

All services, software and information provided by SCALY to Customer are provided “as is,” “with all faults” and “as available” without warranty of any kind. SCALY makes no other warranties, express or implied, warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Service Provider (being SCALY's partner providing the software application), nor any of Service Provider's subsidiaries, affiliates, suppliers or licensors, warrants or represents that the software or service will be uninterrupted, error-free or secure. Customer acknowledges that there are risks associated with Internet connectivity that may result in loss of Customer's or users' privacy, data, confidential information and property.

Liability

SCALY, which will only act as a reseller or as a consultant/adviser, will carry out the work agreed with the Customer (hereinafter: the “Work”) (and any additional work) to the best of its ability and take due care. SCALY is only liable if the Customer can demonstrate that the Customer has suffered damage as a result of a violation of essential obligations of SCALY by SCALY.

The parties agree that Customer's exclusive remedy, given SCALY's liability for damages based on a (sequence of) incident(s), is to recover from SCALY direct damages up to a cumulative amount equal to the Customer's Service Charges during the month during which the loss or infringement occurred. In the event that the Service is offered free of charge, a maximum of 100.00 SEK applies that can be reclaimed. Customer cannot recover any other damages or losses in excess of this amount, including any (exceeding) direct, consequential, lost profits, special, indirect, incidental or punitive damages or losses. These limitations and exclusions apply even if the maximum amount stated above does not fully compensate Customer for any losses or fails of its essential purpose or if Customer knew or should have known of the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to any claim relating to this Agreement, the Services performed by Scaly.

The limitation referred to in paragraphs 1 and 2 of this article does not apply only in the event of gross negligence or wilful missconduct the part of the managerial staff of Scaly.

This limitation of liability also fully applies in the event of liability towards more than one User of Customer; in such case, the amount paid jointly by SCALY to all Users shall not exceed one (1) times the compensation payable to the SCALY under the terms of the agreement.

SCALY is in no way and never liable for indirect/consequential damage (including but not limited to lost profits, missed savings, losses due to business stagnation), except in the event of gross negligence or wilful missconduct by Scaly.

With the exception of the cases mentioned in paragraphs 1 to 4 of this article, SCALY is not liable for damage, on any account (extra) contractual, insofar as this is related to the execution of this agreement, or with this connected.

SCALY exercises due care when engaging third parties. the same limitations of liablites apply for errors and/or shortcomings of third parties engaged by it.

The limitations of liability laid down in this article apply to SCALY as well as to the persons, individually or jointly, who have been engaged to carry out the Work.

The liability limitations in this article also apply to all companies affiliated with SCALY (whether or not involved in the performance of the Work).

The provisions of this article relate to both contractual and non-contractual liability of SCALY towards the Customer.

SCALY shall not be liable to Customer for any delay or failure by SCALY to perform its obligations if such delay or failure results from any cause or causes beyond SCALY's reasonable control (Force Majeure). Such causes include, but are not limited to, floods, fires, power outages or other emergencies, or delays by Customer in providing required resources or support or carrying out other requirements.

The Work is carried out by SCALY in compliance with the laws and regulations applicable to SCALY and the persons performing the work. SCALY is never obliged to commit any act or omission that is contrary to or incompatible with the aforementioned laws and regulations. The Customer declares that he will always fully respect the obligations and/or restrictions arising from this for SCALY on what the parties have agreed.

SCALY excludes any liability for damage arising as a result of SCALY's compliance with the laws and regulations applicable to SCALY, including codes of conduct and professional rules. In the event that SCALY is obliged or requested to provide information about the Client on the basis of a request or order from a regulatory body or government body or on the basis of any legal procedure, the Client will compensate SCALY for the costs of SCALY and its staff, that are involved in such a request, order or procedure, in case the actions of SCALY are not (also) the subject of such a request, order or procedure.

Indemnification

The Customer indemnifies SCALY against all claims from third parties arising from or related to the work performed or to be performed for the Customer, unless such claims are the result of gross negligence or wilful missconduct on the part of the executive staff of SCALY. The compensation includes all damages suffered and legal and other costs incurred by SCALY in connection with claims.

The provisions of this article cover both contractual and non-contractual liabilities of SCALY to the Customer that are in any way connected with the performance of this Agreement.

The compensation under paragraph 1 of this article is also stipulated on behalf of the persons, both individually and jointly, who form the assignment team, and on behalf of the other affiliated parties of SCALY, whether or not engaged by SCALY for the execution of the work.

Termination of agreement

If the agreement is terminated prematurely by the Customer, the Customer is obliged to pay the invoices for work performed up to that time and/or work performed up to that point insofar as this has not yet been charged. The preliminary results of the work carried out to date will therefore be made available to the Customer with reservations.

If the agreement is terminated prematurely by SCALY, SCALY will, in consultation with the Customer, ensure that work still to be performed is transferred to third parties designated by the Customer, unless there are facts and circumstances underlying the termination that are communicated to the Customer.

If one of the Parties attributably fails to fulfill its obligations arising from the Agreement, the other Party is entitled to terminate the Agreement by registered letter with immediate effect. However, this right only arises if the Party that is attributably at fault has been given written notice of default by the other Party, stating the reasons that led to the notice of default and given the nature of the obligation in question, it has been given 60 days to be met, and subsequent compliance is not forthcoming after the expiry of that period.

Each Party is entitled to terminate the Agreement with immediate effect by registered letter, without any notice of default or judicial intervention being required, if the other Party applies for (provisional) suspension of payment or is granted (provisional) suspension of payment, it applies for bankruptcy or is declared bankrupt, ceases its business, a significant part of its assets is seized, the legal entity of that Party is dissolved or the control or decisive vote within the legal entity of that Party is vested in a third party to acquiesce. This does not affect the right of SCALY to be paid in full for goods already delivered, work performed and/or services provided.

Termination of agreement

Each party is entitled to suspend the fulfillment of its obligations or to dissolve the agreement if:

• The party does not or does not fully comply with the obligations under the agreement;
• The party is dissolved or liquidated, makes an arrangement with its creditors, applies for a suspension of payments or is declared bankrupt;

Party becomes aware of circumstances after concluding the agreement that give good reason to fear that the Customer will not fulfill the obligations. If there is good reason to fear that the party will only partially or improperly comply, the suspension is only permitted to the extent that the shortcoming justifies it; the party was requested to provide security for the fulfillment of his obligations under the agreement when concluding the agreement and this security is not provided or is insufficient.

Furthermore, SCALY is entitled to terminate the agreement if circumstances arise that are of such a nature that compliance with the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances of such a nature arise.

Force majeure

Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of force majeure, or a circumstance that is not due to fault, and is not at their expense under the law, a legal act or generally accepted views. comes.

In these general terms and conditions, force majeure is defined as, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which SCALY has no influence, but as a result of which SCALY is unable to fulfill its obligations. to come. This includes strikes in the company of SCALY, termination (on whatever grounds) of related agreements by third parties on whom SCALY depends to provide the services to the Customer, as well as pandemics.

SCALY also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after SCALY should have fulfilled its obligations.Parties may suspend the obligations under the agreement during the period that the force majeure continues.

If this period lasts longer than two months, SCALY is entitled to terminate the agreement, without obligation to compensate the Customer for damages.

To the extent that SCALY has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value is attributed to the fulfilled or to be fulfilled part, SCALY is entitled to part must be declared separately.

Confidential Information

Confidential Information” includes any information disclosed by either party before or after the start date of the contract period (as specified in the Agreement), and generally not publicly known, material or intangible and in any form, as well as any information generated by any party that contains, reflects or is derived from such information. For the avoidance of doubt, the term 'Confidential Information' does not include information used to identify individuals under the General Data Protection Regulation (hereinafter: the "GDPR"); obligations regarding such information (if any) are set out in the 'Data Processing Agreement.'.

Contents

SCALY does not claim any ownership rights in the Customer Content. To the extent necessary to provide the Services to Customer and others (which may include changing the size, shape or format of Customer Content to better store or display it to Customer), To protect Customer and the Services and to improve SCALY's products and services, Customer grants SCALY a worldwide and royalty-free intellectual property license to use Customer Content.

Confidentiality

SCALY is obliged to maintain confidentiality of confidential information provided by or on behalf of the Customer towards third parties, other than those involved in the execution or support of the Work. This obligation does not apply to the extent that SCALY is obliged to disclose by law, any regulation of a body to which SCALY is subject, a professional obligation imposed on SCALY or on persons employed by/for or affiliated with SCALY. or a binding ruling by the court or a government body.

The obligation included in paragraph 1 does not apply if the information referred to in that paragraph is already generally known or becomes known, other than as a result of an unlawful disclosure by SCALY. The relevant obligation is furthermore without prejudice to the right of SCALY to provide the information referred to in paragraph 1 to its external legal advisors under identical confidentiality obligations or to a third party, including a company affiliated with SCALY, for the purpose of carrying out the Activities, including supporting the services of SCALY and/or a company affiliated with SCALY.

Processing of personal data

To the extent that SCALY processes personal data of the Customer, the Customer determines in the context of the Agreement the purposes and means of the processing, and will therefore act as a controller and the SCALY will act as a processor, within the meaning of the GDPR.

To the extent that SCALY acts as a processor, the following applies:

SCALY will only process personal data in accordance with the Customer's documented instructions and for the performance of the Agreement, unless SCALY is legally required to process personal data, in which case SCALY will inform the Customer accordingly.

SCALY will take appropriate technical and organizational measures to protect the personal data against destruction, loss, alteration or unauthorized disclosure of or access to it.

SCALY is obliged to keep confidential the personal data that the Customer makes available or accessible to SCALY and ensures that all persons authorized by SCALY to process the personal data are bound by this obligation of confidentiality.

SCALY will assist the Customer, within reasonable limits, in (i) complying with the obligations relating to responding to requests from data subjects (the persons to whom personal data relates) who wish to exercise their rights and (ii) complying with the obligations set out in Articles 32 to 36 of the GDPR. Costs incurred by SCALY for such assistance will be borne or otherwise reimbursed by the Customer.

SCALY will inform the Customer without undue delay of a personal data breach within the meaning of the GDPR. Customer will inform SCALY prior to using the SaaS Service of the email address to which SCALY should send such notice.

SCALY has the right to engage third parties for (supporting the) execution of the Work.

SCALY will subject these third parties to contractual agreements to ensure the careful processing of personal data in accordance with the GDPR.

SCALY will inform the Customer of the involvement or replacement of third parties. SCALY will inform Customer upon request about the third parties involved prior to Customer's use of the SaaS Service.

SCALY has the right, in accordance with paragraph 2 of this article, to process personal data outside Sweden or to have it processed if this is necessary for the (support of) implementation of the Work. If SCALY transfers personal data, for which the Customer is the controller within the meaning of the GDPR, to a third party in a country outside the European Economic Area (EEA), without an adequate level of protection for the processing of personal data, the following applies:

The Customer hereby grants the authority to the service provider to conclude model agreements to comply with the transfer requirements under the GDPR. To the extent that the above authority is insufficient or invalid, Customer will promptly fully cooperate with Service Provider to ensure that such transfer complies with the requirements of the GDPR. In the event of a transfer of personal data to the US, SCALY will determine on a case-by-case basis what additional protective measure(s) is/are necessary and provide the Customer with immediate and full cooperation.

The Customer will request SCALY to return or delete the personal data within two weeks after termination of the Work. In the absence of such a request, SCALY has the right to permanently delete the personal data.

SCALY shall enable Customer, after prior consultation with SCALY, to demonstrate at reasonable intervals that SCALY complies with the requirements set forth in this paragraph 2 by (i) providing the necessary information to be provided by us assessed, and by (ii) allowing audits by Customer or, after mutual consultation, a designated third party. We reserve the right to impose reasonable conditions on the audits and to charge Customer for the Service Provider for the purpose of the audit.

The Customer ensures the lawful provision of the personal data to SCALY in the context of the execution of the Agreement and will comply with all legal obligations to which the Customer is subject under applicable privacy legislation.

Final provision

In addition to Article 3.1 of the Agreement, the Agreement is concluded when the Customer and/or Users use the SaaS Service.

Pursuant to the Swedish Money Laundering and Terrorist Financing (Prevention) Act, the sUppdervice provider is obliged to report any unusual intended or executed transaction to the supervisory authority to the extent this is identified in the context of our regular work. In addition, SCALY is obliged under the Money Laundering and Terrorism Financing (Prevention) Act to conduct Customer research into potential Customers. This includes identifying the potential Customer and verifying the Customer's identity prior to work. SCALY may ask the Customer for assistance in screening the Customer.

All rights and obligations arising from the Agreement and which by their nature and scope are intended to remain in force after termination of the Agreement, will remain fully in force after termination of the Agreement.

Neither party to the Agreement may transfer the rights and obligations arising out of or relating to the Agreement to any third party without the express written consent of the other party to this Agreement.

Swedish law applies to the Agreement. All disputes arising from or related to the Agreement shall be subject to the exclusive jurisdiction of the competent court in the district where the Service Provider is located. The United Nations Convention on Contracts for the International Sale of Goods relating to Movable Property (the 'Vienna Sales Convention') shall not apply.

We use:

All rights and obligations arising from the Agreement that are intended to continue to apply after termination of the Agreement will remain in full force after termination.

SCALY shall have the right to use third parties including, but not limited to, our employees, affiliates and subsidiaries ("subcontractors") in the performance of its obligations and services hereunder and, for the purposes of these terms, all references to us or Our employees shall be deemed to include such Subcontractors.

The Customer will exercise any legal or legal rights exclusively against SCALY and not against directors, shareholders, employees of SCALY or third parties or auxiliary persons engaged by SCALY.