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

Terms and Conditions

1. Description of the Service

Scaly (hereinafter referred to as "SCALY") provides expertise to optimally implement cloud software solutions that we resell within your organization. Please note that SCALY expressly does not provide a Software as a Service (SaaS) solution itself.

2. Applicability

These General Terms and Conditions apply to all legal relationships between SCALY and you (hereinafter referred to as "the Customer"), including all offers, quotations, orders, agreements, and any arrangements where SCALY undertakes to carry out work for the Customer. These Terms also apply to any additional or follow-up activities. Deviations from these Terms are only valid if expressly agreed upon in writing. The applicability of any purchasing or other general terms and conditions of the Customer is expressly rejected by SCALY.

3. Conclusion of the Agreement

SCALY makes an offer to the Customer through an order confirmation or by providing the opportunity to use SCALY's services. The Agreement is concluded when the order confirmation signed by both SCALY and the Customer is returned to SCALY, or as soon as the Customer uses the cloud software solutions made available.

The Agreement is based on the information provided by the Customer to SCALY at the time of its formation. Any information not disclosed by the Customer cannot be taken into account when preparing the offer, determining the Agreement, or carrying out the Work. The confirmation or offer is deemed to accurately and completely reflect the Agreement. In case of any ambiguity, the text of these General Terms and Conditions takes precedence over other documents.

4. Payment

The Customer shall pay the amounts owed to SCALY within thirty (30) days of the invoice date, without any right to deduction, suspension, discount, or set-off. Payments must be made in SEK by transfer to a bank account designated by SCALY.

All reasonable judicial and extrajudicial (collection) costs incurred by SCALY as a result of the Customer's non-compliance with its payment obligations shall be borne by the Customer. Any late or absent payment will be subject to collection costs, including reasonable legal fees, and will accrue interest according to applicable local laws.

The Customer agrees to pay SCALY the costs stated on the order form. Unless otherwise specified in an order, all charges must be paid within thirty (30) days of the invoice date.

In the event of liquidation, bankruptcy, seizure, or suspension of payment by the Customer, all claims of SCALY against the Customer become immediately due and payable. SCALY then has the right to immediately cease its activities without owing any compensation.

Invoices are sent electronically. If the Customer partially disputes an invoice from SCALY, the Customer is still obliged to pay the undisputed portion on time. For the disputed portion, the Customer must immediately inform SCALY in writing of the reasons for the dispute. If the dispute is subsequently found to be unfounded, SCALY is entitled to charge interest on the amount owed from the original due date until payment is made.

SCALY reserves the right to index the agreed rates and any costs annually at the beginning of the calendar year by a reasonable percentage.

The Customer may register an eligible bank account as a payment method. Eligible accounts include accounts at financial institutions capable of receiving direct debits. The Customer represents and warrants that the bank account registered 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 the bank account as a payment method, the Customer authorizes SCALY (or its agent) to debit the total purchase or subscription amount from the Customer's bank account and, if necessary, credit the account to correct errors or process refunds. The Customer authorizes the financial institution where the account is held to honor these debits or credits. This authorization remains in effect until the Customer changes or deletes the bank account details. If the Customer believes that a charge has been made in error, they will contact SCALY as soon as possible. Applicable laws may affect the Customer's liability for fraudulent, incorrect, or unauthorized bank account transactions. By registering or selecting a bank account as a payment method, the Customer acknowledges having read, understood, and agreed to these Terms.

5. Complaints

Complaints regarding the Work performed and/or the invoice amount must be submitted in writing to SCALY within sixty (60) days after the date of dispatch of the documents or information in question, failing which the Customer forfeits the right to make such complaints. If the Customer demonstrates that they could not reasonably have discovered the defect earlier, the complaint must be submitted within sixty (60) days after discovery of the defect.

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

In the event of a justified complaint, SCALY has the option to adjust the fee charged, improve or re-perform the rejected Work free of charge, or to cancel the assignment in whole or in part in exchange for a proportional refund.

Unless otherwise provided in these Terms, any rights of action and other powers of the Customer against SCALY, for whatever reason, expire 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.

6. Nature of the Work

SCALY shall perform its obligations with reasonable skill and care and is subject to a best efforts obligation.

Any timelines or deadlines discussed between the parties are indicative and not binding deadlines for SCALY.

All services, software, and information provided by SCALY to the Customer are provided "as is," "with all faults," and "as available," without warranty of any kind. SCALY makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither SCALY nor any of its partners, subsidiaries, affiliates, suppliers, or licensors warrants or represents that the software or services will be uninterrupted, error-free, or secure. The Customer acknowledges that there are risks associated with internet connectivity that may result in loss of the Customer's or users' privacy, data, confidential information, and property.

7. Liability

SCALY acts as a reseller or consultant/adviser and will carry out the agreed Work and any additional work to the best of its ability and with due care. SCALY is only liable if the Customer can demonstrate that they have suffered damage as a direct result of a breach of essential obligations by SCALY.

The parties agree that the Customer's exclusive remedy for damages arising from SCALY's liability, based on one or more incidents, is limited to recovering direct damages up to a cumulative amount equal to the Customer's Service Charges during the month in which the loss or infringement occurred. If the Service is offered free of charge, the maximum amount that can be reclaimed is 100.00 SEK. The Customer cannot recover any other damages or losses exceeding this amount, including any 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 the Customer for any losses or fails its essential purpose, or if the Customer knew or should have known of the possibility of such damages. To the maximum extent permitted by law, these limitations and exclusions apply to any claim relating to this Agreement, the Services, or the software related to the Services.

The limitations referred to in this article do not apply in cases of intent or deliberate recklessness on the part of SCALY's managerial staff. These limitations also apply in the event of liability towards more than one user of the Customer; in such cases, the total amount paid by SCALY to all users shall not exceed one (1) time the compensation payable to SCALY under the Agreement.

SCALY shall not be liable in any way for indirect or consequential damages (including but not limited to lost profits, missed savings, or losses due to business interruption), except in cases of intent or deliberate recklessness.

Except in the cases mentioned above, SCALY is not liable for any damages, whether contractual or extra-contractual, related to or arising from the execution of this Agreement.

SCALY exercises due care when engaging third parties but is not liable for errors and/or shortcomings of third parties engaged by it.

The limitations of liability set forth in this article apply to SCALY as well as to the individuals or entities engaged to carry out the Work.

Companies affiliated with SCALY, whether involved in the execution of the Work or not, are never liable for any loss suffered by the Customer in connection with the Work. The liability limitations in this article also apply to all companies affiliated with SCALY.

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

SCALY shall not be liable to the Customer for any delay or failure to perform its obligations if such delay or failure results from causes beyond SCALY's reasonable control (Force Majeure), including but not limited to natural disasters, power outages, emergencies, or delays by the Customer in providing required resources or support.

The Work is carried out by SCALY in compliance with all applicable laws and regulations. SCALY is never obliged to commit any act or omission that is contrary to such laws and regulations. The Customer agrees to fully respect the obligations and restrictions arising for SCALY from these laws and regulations.

SCALY excludes any liability for damages arising as a result of SCALY's compliance with applicable laws and regulations, including codes of conduct and professional rules. If SCALY is obliged or requested to provide information about the Customer based on a request or order from a regulatory or governmental body or any legal procedure, the Customer will compensate SCALY for the costs incurred by SCALY and its staff involved in such a request, order, or procedure, provided that SCALY's actions are not also the subject of such a request, order, or procedure.

8. 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 intent or deliberate recklessness on the part of SCALY's executive staff. This indemnification includes all damages and legal or other costs incurred by SCALY in connection with such claims.

The provisions of this article pertain to both contractual and non-contractual liabilities of SCALY to the Customer in connection with the performance of this Agreement.

This indemnification is also stipulated on behalf of the individuals and entities, both individually and jointly, who form the assignment team, and on behalf of other affiliated parties of SCALY, whether or not engaged by SCALY for the execution of the Work.

9. Termination of Agreement

Termination by the Customer:

If the Agreement is terminated prematurely by the Customer, the Customer is obliged to pay the invoices for work performed up to that time, including any work performed that has not yet been invoiced. The preliminary results of the work carried out to date will be made available to the Customer, subject to any reservations.

Termination by SCALY:

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

Termination Due to Default:

If either Party fails to fulfill its obligations under the Agreement, the other Party is entitled to terminate the Agreement by registered letter. However, this right only arises if the defaulting Party has been given written notice of default by the other Party, stating the reasons, and has been given a reasonable period to remedy the breach, and compliance is not forthcoming after that period.

Immediate Termination:

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 or is granted (provisional) suspension of payments, applies for bankruptcy or is declared bankrupt, ceases its business operations, has a significant part of its assets seized, is dissolved, or if control within the legal entity is transferred to a third party. This does not affect SCALY's right to be paid in full for goods already delivered, work performed, and/or services provided.

10. Termination by SCALY

SCALY is entitled to suspend the fulfillment of its obligations or to dissolve the Agreement if:

1. The Customer does not fully comply with the obligations under the Agreement.

2. The Customer is dissolved or liquidated, makes an arrangement with its creditors, applies for suspension of payments, or is declared bankrupt.

3. SCALY becomes aware of circumstances after concluding the Agreement that give good reason to fear that the Customer will not fulfill its obligations. If there is good reason to fear that the Customer will only partially or improperly comply, suspension is only permitted to the extent justified by the shortcoming.

4. The Customer was requested to provide security for the fulfillment of its obligations under the Agreement at the time of concluding the Agreement, and this security is not provided or is insufficient.

Furthermore, SCALY is entitled to terminate the Agreement if circumstances arise that make compliance impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise that make unchanged maintenance of the Agreement unreasonable.

If the Agreement is dissolved, SCALY's claims against the Customer become immediately due and payable without further notice of default. If SCALY suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement.

SCALY reserves the right to claim additional compensation.

11. Force Majeure

The Parties are not obliged to fulfill any obligation if they are prevented from doing so due to force majeure, or a circumstance that is not attributable to their fault, nor for which they are responsible under the law, a legal act, or generally accepted practice.

In these Terms, force majeure includes, in addition to its definition in law and jurisprudence, all external causes, foreseen or unforeseen, beyond SCALY's control, which prevent SCALY from fulfilling its obligations. This includes strikes within SCALY's company, termination of related agreements by third parties on whom SCALY depends to provide services to the Customer, and pandemics.

SCALY also has the right to invoke force majeure if the circumstance preventing compliance occurs after SCALY should have fulfilled its obligations.

During the period that the force majeure continues, the Parties may suspend their obligations under the Agreement.

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

To the extent that SCALY has already partially fulfilled its obligations under the Agreement at the time the force majeure occurs, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, SCALY is entitled to invoice the fulfilled part separately.

12. 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), which is not publicly known, whether material or intangible, 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, "Confidential Information" does not include personal data as defined under the General Data Protection Regulation (GDPR); obligations regarding such information are set out in the 'Data Processing Agreement.

13. Content

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

14. Confidentiality

SCALY is obliged to maintain the confidentiality of Confidential Information provided by or on behalf of the Customer towards third parties, except for those involved in the execution or support of the Work. This obligation does not apply if SCALY is required to disclose such information by law, regulation, professional obligation, or binding court or governmental order.

The obligation of confidentiality does not apply if the information becomes publicly known through no fault of SCALY. Furthermore, SCALY has the right to disclose the Confidential Information to its external legal advisors under identical confidentiality obligations, or to third parties, including companies affiliated with SCALY, for the purpose of carrying out the Work, including supporting SCALY's services.

15. Processing of Personal Data

To the extent that SCALY processes personal data on behalf of the Customer, the Customer acts as the controller and SCALY acts as the processor within the meaning of the GDPR.

As a processor, SCALY will:

1. Process personal data only on documented instructions from the Customer and for the performance of the Agreement, unless required by law to process the data, in which case SCALY will inform the Customer.

2. Implement appropriate technical and organizational measures to protect personal data against destruction, loss, alteration, unauthorized disclosure, or access.

3. Ensure that personnel authorized to process personal data are committed to confidentiality.

4. Assist the Customer, within reasonable limits, in complying with obligations under Articles 32 to 36 of the GDPR, including responding to data subject requests and data breach notifications. Costs incurred by SCALY for such assistance will be borne or reimbursed by the Customer.

5. Notify the Customer without undue delay upon becoming aware of a personal data breach. The Customer shall inform SCALY prior to using the Services of the email address to which such notifications should be sent.

6. Engage third parties (sub-processors) to support the execution of the Work, subject to contractual agreements ensuring careful processing of personal data in accordance with the GDPR. SCALY will inform the Customer of any intended changes regarding sub-processors.

7. Transfer personal data outside Sweden or the EEA only if necessary for the performance or support of the Work, and in compliance with GDPR transfer requirements. The Customer authorizes SCALY to enter into standard contractual clauses or other appropriate safeguards. The Customer will cooperate to ensure compliance with GDPR requirements.

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

SCALY will, upon reasonable request and after prior consultation, enable the Customer to demonstrate compliance with this section, including by providing necessary information or allowing audits by the Customer or a designated third party, subject to reasonable conditions and reimbursement of SCALY's costs.

The Customer ensures the lawful provision of personal data to SCALY and will comply with all legal obligations under applicable privacy legislation.

16. Final Provisions

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

Under the Swedish Money Laundering and Terrorist Financing (Prevention) Act, SCALY is obliged to report any unusual intended or executed transaction to the supervisory authority if identified in the context of our regular work. Additionally, SCALY is required to conduct Customer due diligence, including identifying and verifying the identity of potential Customers prior to commencing work. SCALY may request the Customer's assistance in this screening process.

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

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

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

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

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 SCALY is located. The United Nations Convention on Contracts for the International Sale of Goods (the 'Vienna Sales Convention') does not apply.

17. Early Termination

Both SCALY and the Customer are entitled to terminate the Agreement if:

1. The other Party attributably fails to fulfill an essential obligation under the Agreement and is in default in this regard.

2. The other Party is unable to pay its debts.

3. A curator, administrator, or liquidator has been appointed over the other Party.

4. The other Party arranges debt restructuring.

In the event of termination on the basis of points 1 or 2, SCALY retains the right to payment of invoices for work already performed and possibly still to be performed in consultation. The Customer's payment obligation for Work already performed becomes immediately due and payable upon termination of the Agreement. If the Customer terminates the Agreement in accordance with points 1 or 2, the Customer is obliged to reimburse SCALY for all damages and costs, including but not limited to all costs incurred and investments made by SCALY in connection with the (future) Work and loss of occupancy.