Terms and Conditions Internal

1. OBJECT

The purpose of this Contract is to establish the conditions under which SCALY will provide the CLIENT with services with the scope described in Clause 2.

It is expressly stated that the object of this Contract includes not only the deliverables by SCALY but also any discretionary or additional development services requested by the CLIENT, which SCALY undertakes to offer and carry out once the procedure for the correct evolution of the contracted work is followed. Discretionary services, once duly implemented and signed, will acquire the condition of Scope Increases and/or Additional Services in accordance with the provisions of Clause 3.

SCALY undertakes to provide the Services using the profiles, architecture, and resources in the most efficient way to obtain the agreed service levels, including the engagement of subcontractors where appropriate, as outlined in Clause 20.

By engaging SCALY to provide these Services, the responsibility for carrying out the associated activities is transferred to SCALY. However, the overall management and oversight of the CLIENT's IT systems and infrastructure remain the exclusive responsibility of the CLIENT and are not handed over to SCALY.

SCALY will keep detailed records and provide the CLIENT with information about all changes related to the Services being provided. However, these changes must first be reviewed and accepted by the CLIENT before they are implemented.

The relationship established in this Contract will be based on mutual trust between both Parties. Regardless of the circumstances, the obligations outlined in the Contract will represent a "commitment to results" for SCALY. The CLIENT will define the scope of the services to be provided, and SCALY will carry out the work and provide advice within that agreed-upon scope. However, this will always be done based on a prior proposal presented by SCALY and the subsequent acceptance of that proposal by both Parties.

SCALY will leverage its technological and human resources to deliver a service that aligns with the CLIENT's needs, within the defined scope and for the duration of the contract. In turn, the CLIENT will collaborate and provide SCALY with the necessary information and means to facilitate the provision of these services as much as possible.

2. SCOPE

The scope of the Services that are the subject of this Contract will be indicated and agreed upon between the Parties before each assignment, respecting the conditions reflected in this Contract and in SOF.

SCALY will present a SOF to incorporate into this Contract, defining in more detail the requirements for the services to be evaluated by both Parties. In the event of increases in the scope of services, additional services, and the change management procedure, these will be carried out as indicated in Clause 3.

3. INCREASES IN SCOPE OF SERVICES, ADDITIONAL SERVICES, AND CHANGE MANAGEMENT PROCEDURE

3.1. INCREASES IN THE SCOPE OF SERVICES AND ADDITIONAL SERVICES

The coverage of the Services may be expanded by mutual agreement between the Parties through Scope Increases and Additional Services that the CLIENT may at any time request from SCALY to cover possible expansions of the human team not currently foreseen in the SOF of this Contract and that the CLIENT deems necessary or convenient. Such modifications must be agreed upon by both Parties and, once duly formalized with the presentation of the corresponding offer by SCALY and acceptance by the CLIENT, it will be formalized with the signing of an SOF that will be incorporated into this Contract, acquiring, for all purposes, contractual character. SCALY also commits to the CLIENT to be available for the inclusion in the Services of Scope Increases and Additional Services.

For clarification purposes, it is stated that SCALY understands the importance of Additional Services and Scope Increases for the CLIENT, committing to analyze in good faith the CLIENT's requests in accordance with this clause, taking into consideration the special characteristics of the sector to which the CLIENT belongs, which is in continuous evolution and subject to regulatory standards, and the object and mission of the CLIENT, which provides services and offers products that are sometimes unique within its sector.

3.2. CHANGE MANAGEMENT PROCEDURE

Changes due to Scope Increases or Additional Services (collectively the "Changes" and individually a "Change") to this Agreement shall be managed in accordance with the following procedure (the "Change Management Procedures"):

(a) In the event that jointly or individually the desirability of a Change is identified by the Parties or by one of the Parties, this shall be reflected in writing by both Parties, if jointly identified under a change agreement (the "Change Agreement"), or if individually identified, the desirability of implementing the Change shall be brought to the attention of the other Party in writing in the form of a change proposal (the "Change Proposal").

(b) Both Parties shall consider the most convenient way to carry out the proposed or jointly detected Changes.

(c) Only the signature by both Parties of the Change Proposal or Change Agreement document shall constitute acceptance of the Change in question, and such document shall be attached to this Contract as a Schedule together with any other document agreed by the Parties for the purpose of implementing the Change.

(d) Each Change Agreement or Change Proposal shall contain, at a minimum, and if applicable, the following information:

i. The date of the Change Agreement or the date of acceptance of the Change Proposal.

ii. The reason for the Change and the circumstances under which the Change has been detected.

iii. Full details of the proposed Change.

iv. Economic aspects in accordance with a SOF - Required Services and Prices.

v. Timelines and milestones for implementation of the proposed Change.

In any case, any Change Proposal from the CLIENT due to a regulatory change will be dealt with as a priority by SCALY and cannot be rejected by SCALY in accordance with this procedure.

4. TERM OF THE CONTRACT

4.1. This Contract is indefinite, comes into force on the day it is signed by the Parties, and will take effect from the day after the Start Date.

4.2. The Contract may be terminated earlier by the CLIENT or by SCALY in accordance with the terms established in this Contract.

4.3. If an expiration date of the Contract is included, it will be automatically extended indefinitely unless the notice described below is given.

4.4. The notice period for non-extension will be Sixty (60) days for the CLIENT and Sixty (60) days for SCALY, both in the case of the first extension and successive extensions.

4.5. The Parties expressly state that in the event that any of the planned extensions takes place, the economic conditions of this Contract in force at the time of renewal will be maintained.

4.6. In the event of termination of the Contract, those obligations that, due to their nature, must continue to have effect after the completion of the execution of the Services that are the subject of this Contract shall survive.

5. ECONOMIC CONDITIONS

5.1. Price, Invoicing, and Payment

In consideration of the tasks that SCALY carries out in execution of this Contract, the CLIENT shall pay the sums indicated in the SOF refering to this contract.

5.2. Taxes and Charges

Unless expressly provided otherwise, the prices given do not include all applicable taxes and legal charges of any kind and, in particular, Value-Added Tax (VAT), which shall be paid by the CLIENT.

6. GENERAL OBLIGATIONS OF THE PARTIES

6.1. Obligations of SCALY

6.1.1. SCALY shall provide the Services covered by this Agreement (Clause 1), acting at all times with the utmost diligence, in accordance with industry standards and best practices within the industry.

6.1.2. SCALY shall provide the Services under the agreed conditions and to this end shall be responsible for mobilizing human resources and means and for obtaining the information which, in accordance with the state of the art, is reasonably necessary for an expert in the field.

6.1.3. Regulatory compliance: SCALY will be responsible for obtaining the permits, licenses, and authorizations required for the provision of the Services, unless applicable regulations state otherwise, in which case SCALY will actively collaborate with the CLIENT to obtain them.

6.1.4. SCALY will designate key human resources who will coordinate all the work and contacts with the persons designated by the CLIENT, including oversight of any subcontractors engaged in providing the Services.

6.1.5. If SCALY personnel need to travel to the CLIENT's facilities, SCALY undertakes to respect the facilities, rules, measures, and security levels established by the CLIENT.

6.1.6. SCALY guarantees that its premises used for service execution are suitably equipped and compliant with applicable legislation, including data security regulations.

6.1.7. SCALY will cover all internal expenses incurred in the development of its activities.

6.2. Obligations of the CLIENT

6.2.1. The CLIENT shall pay SCALY the amounts agreed in this contract.

6.2.2. The CLIENT acknowledges that the correct provision of the Services requires the accuracy, quality, and legality of the data provided.

6.2.3. The CLIENT must provide the information required by SCALY to provide the Services and notify SCALY of any deficiencies in such information.

6.2.4. The CLIENT will provide due collaboration and ensure the involvement of its designated professionals for the smooth execution of the Services.

6.2.5. The CLIENT will ensure that users of its accounts comply with the terms of this contract and will handle access codes securely.

7. PLACE OF PERFORMANCE OF THE CONTRACT

7.1. SCALY will provide the Services from its own facilities, which, as agreed by the Parties, will be located in Swedish territory, where the team comprising the Key Human Resources defined in this Contract will work, complying at all times with current legislation, particularly with regard to Data Protection and Computer Security. If subcontractors are engaged, SCALY shall ensure that their facilities also comply with these requirements.

7.2. Notwithstanding the above, the Parties agree that, in all cases, the Data Processing Centers (DPCs) shall be located in the territory of the European Union (EU), the United Kingdom, and other approved regions. SCALY secures the information that corresponds to it by means of geographic replication to ensure data security and compliance with the General Data Protection Regulation (GDPR).

7.3. When SCALY carries out the object of this Contract on the CLIENT's premises and it is necessary for SCALY to have total or partial access to the CLIENT's information or IT systems, SCALY and its personnel will use the systems to which they have access in accordance with the CLIENT's regulations, manuals, procedures, and instructions regarding the use of the information systems.

8. INTELLECTUAL PROPERTY

8.1. Ownership of Business Data: At all times, all business data generated under the scope of this Contract will remain the property of the CLIENT. SCALY will guarantee its availability and confidentiality in accordance with current legislation and best market practices.

8.2. New Solution and New Services: Unless agreed otherwise in writing between the Parties, any intellectual property generated as part of a new solution or service requested by the CLIENT will become the property of the CLIENT upon payment. This includes all deliverables resulting from the provision of the Services.

8.3. Know-How: The Parties undertake not to use each other's know-how or proprietary methodologies for purposes outside the scope of this Contract without prior written consent from the other Party.

9. CONFIDENTIALITY

9.1. Neither Party shall disclose to any third party, without the prior written consent of the other Party, any information which it receives as a consequence of the execution of this Contract. Confidential information includes, but is not limited to, technical, financial, and business data shared between the Parties.

9.2. Any Confidential Information provided under this Contract must be used solely for the purposes of executing the Services. SCALY may share the CLIENT’s confidential information with subcontractors solely for the purpose of executing the Services, in accordance with Clause 20.

9.3. SCALY may mention its experience with the CLIENT in general terms as part of its portfolio but must seek the CLIENT's explicit written approval before publicizing specific details about the services or the CLIENT.

10. PROTECTION OF PERSONAL DATA

10.1. Given that SCALY may access and process personal data owned by the CLIENT while executing the Contract, SCALY will act as the data processor, adhering to GDPR and Swedish Data Protection laws.

10.2. SCALY agrees to:

(i) Process personal data exclusively under the CLIENT's instructions.

(ii) Implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing.

(iii) Ensure that access to the CLIENT’s personal data is strictly limited to authorized personnel involved in the execution of the Services, including ensuring subcontractors’ compliance with data protection laws.

10.3. Upon termination of the Contract, SCALY will either return or securely delete all personal data at the CLIENT's request, except where retention is required by law.

11. SECURITY AND STORAGE

11.1. The solution shall be hosted within SCALY's infrastructure and in the DPCs located in approved regions as outlined in Clause 7.2.

11.2. SCALY guarantees the physical and logical security of its infrastructure, including fire prevention, data encryption, and intrusion detection systems, to ensure compliance with GDPR and the Swedish Data Protection Act.

12. TERMINATION OF THE CONTRACT AND CONSEQUENCES

12.1. Events of Early Termination

The Parties may terminate this Contract early in the following cases:

a. Due to a serious breach of Contract by either Party, as defined below.

b. For convenience, with prior written notice as specified in Clause 12.3.

12.2. Definition of Serious Breach

A serious breach includes:

(i) Abandonment of Services by SCALY or failure to fulfill its primary obligations, which results in a fundamental frustration of the Contract's purpose.

(ii) The CLIENT's non-payment of TWO (2) consecutive invoices, if not remedied within THIRTY (30) calendar days.

(iii) The CLIENT’s actions or omissions that block or severely hinder the execution of the Services.

12.3. Termination for Convenience

Either Party may terminate the Contract without alleging just cause by giving TWO (2) months' written notice. In such cases, the CLIENT must settle any pending payments for services rendered and reasonable expenses incurred by SCALY.

13. LIABILITY

13.1. SCALY will perform its obligations diligently and professionally, but it will not be held liable for indirect damages (e.g., loss of profits, moral damages, or business interruptions) or delays caused by factors outside its control.

13.2. The Parties agree that under no circumstances will either Party be liable for consequential damages resulting from any breach of their obligations under this Contract.

14. FORCE MAJEURE AND CONTINGENCY

14.1. Neither Party shall be liable for delays or non-performance of their obligations under this Contract if such delays are caused by force majeure events or unforeseen circumstances, including natural disasters, acts of government, or other events beyond their reasonable control.

14.2. Force majeure events affecting SCALY or its subcontractors shall be treated as force majeure under this Contract, provided SCALY demonstrates reasonable efforts to mitigate the impact.

15. NOTIFICATIONS

15.1. Notifications under this Contract must be sent to the following addresses:

SCALY:

Strandvägen 5a, Stockholm, Sweden.
Email: support@scaly.se

Account manager: Clients account manager presented in the SOF.

16. CONTRACTUAL DOCUMENTS

16.1. The documents forming part of this Contract include:

i. The terms of this Agreement.

ii. Annexes included herein.

iii. Any subsequent written amendments or additions.

16.2. In the event of inconsistencies, the terms of this Agreement shall prevail over any annexes.

17. APPLICABLE LAW

This Contract shall be governed by and interpreted in accordance with Swedish law.

18. DISPUTE RESOLUTION

18.1. The Parties will first attempt to resolve any disputes amicably.

18.2. If amicable resolution fails, disputes shall be referred to the courts of Stockholm, Sweden.

19. MISCELLANEOUS

19.1. Waiver: The failure of either Party to enforce any provision of this Contract shall not be construed as a waiver of such provisions.

19.2. Severability: If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. SUBCONTRACTING

20.1. Use of Subcontractors: The CLIENT expressly acknowledges and agrees that SCALY may engage subcontractors to provide part or all of the Services under this Contract. SCALY will remain fully responsible for the performance of the Services and compliance with the terms of this Contract, regardless of whether such Services are performed by SCALY employees or subcontractors.

20.2. Selection of Subcontractors: SCALY will ensure that any subcontractor engaged has the necessary expertise, qualifications, and compliance with all applicable laws and standards, including data protection and confidentiality requirements outlined in this Contract.

20.3. Client Notification: SCALY shall inform the CLIENT in advance of the use of subcontractors for specific tasks, if such use materially affects the delivery of the Services or involves the processing of CLIENT data.

20.4. Confidentiality and Security: SCALY shall ensure that all subcontractors are bound by the same confidentiality, data protection, and security obligations as SCALY under this Contract.

20.5. Liability: The CLIENT agrees that SCALY will bear sole responsibility for the actions or omissions of its subcontractors and that the CLIENT will not engage directly with any subcontractor without SCALY's prior written consent.