Terms and Conditions

Ändrad den Lör, 14 dec., 2024 vid 11:17 F.M.

OBJECT AND DESCRIPTION OF THE SERVICE

SCALY provides expertise to optimally implement cloud software solutions that it resells within the Customer’s organization.
SCALY does not provide a Software as a Service (SaaS) solution itself.

The purpose of this Agreement is to establish the conditions under which SCALY will provide the Customer with services, with the scope described below. This includes not only the deliverables by SCALY but also any discretionary or additional development services requested by the Customer, which SCALY undertakes to offer and carry out once the procedure for evolving the contracted work is followed. Discretionary services, once duly implemented and signed, will acquire the condition of Scope Increases and/or Additional Services.

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.

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 Customer’s IT systems and infrastructure remain the exclusive responsibility of the Customer and are not handed over to SCALY.

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

The relationship established under this Agreement is based on mutual trust between both Parties. Regardless of circumstances, the obligations outlined represent a “commitment to results” for SCALY. The Customer 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 based on prior proposals presented by SCALY and subsequent acceptance by both Parties.

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

APPLICABILITY

These General Terms and Conditions apply to all legal relationships between SCALY and 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 agreed upon in writing. The applicability of any purchasing or other general terms and conditions of the Customer is expressly rejected.

CONCLUSION OF THE AGREEMENT

SCALY makes an offer 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 information provided by the Customer at the time of its formation. Any information not disclosed by the Customer cannot be considered. The confirmation or offer is deemed to reflect the Agreement accurately and completely. In case of ambiguity, the text of these Terms takes precedence.

SCOPE OF THE SERVICES, INCREASES IN SCOPE, ADDITIONAL SERVICES, AND CHANGE MANAGEMENT

The scope of the Services is indicated and agreed upon between the Parties before each assignment, respecting the conditions in this Agreement and any Statement of Work (SOF).

SCALY will present a SOF defining service requirements. The coverage of the Services may be expanded by mutual agreement through Scope Increases and Additional Services requested by the Customer at any time. Such modifications must be agreed upon by both Parties. Upon formalization with the corresponding offer by SCALY and acceptance by the Customer, the signing of an SOF will incorporate these changes into the Agreement.

SCALY commits to analyze in good faith the Customer’s requests for Additional Services and Scope Increases, considering the evolving regulatory standards and unique aspects of the Customer’s sector.

Changes due to Scope Increases or Additional Services (the “Changes”) follow this procedure:

If either Party identifies a desired Change, it shall be documented in writing as a Change Proposal or Change Agreement.

Both Parties consider how to carry out the Change.

Only a signed Change Proposal or Change Agreement constitutes acceptance.

Each Change document will state the date, reason, details of the Change, economic aspects, timelines, and milestones.

Changes due to regulatory requirements requested by the Customer will be prioritized and cannot be rejected by SCALY.

TERM OF THE AGREEMENT

The Agreement is indefinite, comes into force on the day it is signed, and takes effect from the day after the Start Date. It may be terminated earlier by either Party according to these Terms. If an expiration date is included, the Agreement will be automatically extended indefinitely unless notice is given. The notice period for non-extension is thirty (30) days for both Parties. If extensions occur, the then-current economic conditions remain. Upon termination, obligations that, by their nature, should continue remain in effect.

PAYMENT AND ECONOMIC CONDITIONS

The Customer shall pay amounts owed to SCALY within thirty (30) days of the invoice date, without deduction, suspension, discount, or set-off. Payment must be in SEK by bank transfer. Late or absent payment incurs interest and collection costs. Invoices are sent electronically.

If part of an invoice is disputed, the undisputed portion must still be paid on time. Disputes must be promptly communicated in writing. SCALY may index rates annually.

In the event of the Customer’s liquidation, bankruptcy, seizure, or suspension of payment, SCALY’s claims become immediately due. SCALY may cease its activities without owing compensation.

The Customer agrees to pay all amounts stated in the SOF or order form. Unless otherwise stated, prices do not include all applicable taxes, such as VAT, which the Customer shall pay.

If the Customer registers a bank account as a payment method, it authorizes SCALY to debit or credit that account for purchases or refunds.

COMPLAINTS

Complaints regarding the Work performed or invoice amounts must be submitted in writing within sixty (60) days after receipt of the documents or information. Complaints do not suspend payment obligations.

In the event of a justified complaint, SCALY may adjust the fee, improve or re-perform the rejected Work, or cancel the assignment in exchange for a proportional refund. Any rights of action and other powers of the Customer expire one (1) year after the moment the Customer became aware or could reasonably have become aware of them.

NATURE OF THE WORK AND GENERAL OBLIGATIONS

SCALY shall perform its obligations with reasonable skill and care and is subject to a best efforts obligation. Timelines are indicative, not strict deadlines. All services, software, and information are provided “as is,” without warranties of merchantability, fitness for a particular purpose, or non-infringement. SCALY does not guarantee uninterrupted, error-free, or secure services. The Customer acknowledges the inherent risks of internet connectivity.

SCALY’s Obligations:

Act diligently and professionally.
Provide services under agreed conditions, mobilize necessary resources, and obtain required information.
Obtain permits, licenses, and authorizations, or collaborate with the Customer if regulations require it.
Designate key human resources for coordination and oversight of any subcontractors.
Respect Customer premises, rules, and security measures if SCALY personnel must be on-site.
Ensure SCALY and subcontractor premises comply with applicable legislation, including data security.
Cover its internal expenses.

Customer’s Obligations:

Pay agreed amounts.
Ensure accuracy, quality, and legality of provided data.
Provide information required by SCALY and notify of any deficiencies.
Collaborate and involve designated professionals for smooth execution of Services.
Ensure that users of its accounts comply with these Terms and handle access securely.
PLACE OF PERFORMANCE
SCALY will provide Services from its facilities, located in Swedish territory, complying with data protection and IT security legislation. Data Processing Centers (DPCs) shall be located in the European Union, the United Kingdom, and other approved regions. SCALY ensures compliance with GDPR.
If SCALY works at the Customer’s premises and requires access to the Customer’s information or IT systems, SCALY and its personnel will follow the Customer’s rules, manuals, procedures, and instructions.

INTELLECTUAL PROPERTY AND CONTENT

All business data generated under the Agreement remain the property of the Customer. SCALY ensures availability and confidentiality in accordance with current legislation and best market practices.
Unless agreed otherwise in writing, intellectual property generated as part of new solutions or services requested by the Customer becomes the Customer’s property upon payment.
The Customer grants SCALY a worldwide, royalty-free license to use the Customer’s content as necessary to provide the Services, protect the Customer and the Services, and improve SCALY’s products and services. SCALY does not claim any ownership rights in the Customer’s content.
Neither Party will use the other Party’s know-how or proprietary methodologies outside the scope of the Agreement without prior written consent.

CONFIDENTIAL INFORMATION AND CONFIDENTIALITY

“Confidential Information” includes non-public information disclosed by either Party at any time. Each Party must maintain confidentiality of such information and only use it for executing the Agreement. Personal data is handled as per the Data Processing and GDPR provisions.
Confidential information may be disclosed if required by law, regulation, professional obligation, or a binding order. SCALY may disclose Confidential Information to those directly involved in executing or supporting the Services, and to external legal advisors under the same confidentiality obligations. SCALY may mention its experience with the Customer in general terms but must seek the Customer’s written approval before publicizing specific details.

PROCESSING OF PERSONAL DATA

If SCALY processes personal data on behalf of the Customer, the Customer is the controller and SCALY is the processor under GDPR.

SCALY will:

Process personal data only on documented instructions from the Customer.
Implement appropriate technical and organizational measures to protect personal data.
Ensure authorized personnel are committed to confidentiality.
Assist the Customer with GDPR obligations, including data subject requests and breach notifications.
Notify the Customer without undue delay in case of a personal data breach.
Engage sub-processors only under equivalent data protection obligations and inform the Customer of changes.
Transfer personal data outside Sweden or the EEA only if necessary and with appropriate safeguards.
Return or delete personal data upon termination at the Customer’s request, unless legal retention is required.
Allow audits and provide information to demonstrate compliance, subject to reasonable conditions and cost reimbursement.
The Customer ensures the lawful provision of personal data and compliance with all legal obligations under applicable privacy legislation.

SECURITY AND STORAGE

The solution shall be hosted within SCALY’s infrastructure and in DPCs located in approved regions. SCALY guarantees physical and logical security of its infrastructure, including fire prevention, data encryption, and intrusion detection systems, ensuring compliance with GDPR and Swedish Data Protection laws.

TERMINATION OF AGREEMENT

If the Agreement is terminated prematurely by the Customer, the Customer shall pay for work performed up to that time. Preliminary results of the work done will be made available, subject to any reservations.
If the Agreement is terminated prematurely by SCALY, SCALY will cooperate in transferring remaining work to a third party designated by the Customer, unless facts and circumstances underlying the termination prevent such cooperation.
If a Party fails to fulfill its obligations under the Agreement, the other Party may terminate the Agreement by registered letter after providing a written notice of default and a reasonable cure period without remedy.
Immediate termination is possible if the other Party applies for suspension of payments, is declared bankrupt, ceases its business, or undergoes a transfer of control.
On termination based on these conditions, SCALY retains the right to payment for invoices already issued and work performed. If the Customer terminates due to SCALY’s default, the Customer must reimburse SCALY for all damages, costs, investments made, and loss of occupancy.
Either Party may also terminate for convenience by giving one (1) months’ written notice. In such cases, the Customer must settle pending payments and reasonable expenses incurred by SCALY.

FORCE MAJEURE

Neither Party is obliged to fulfill any obligation if prevented by force majeure (events beyond reasonable control, including natural disasters, power outages, pandemics, strikes, termination of related agreements by key third parties, and government actions).
If force majeure lasts more than two months, SCALY is entitled to terminate the Agreement without compensation. SCALY may invoice for partial performance already delivered.

LIABILITY

SCALY acts as a reseller or consultant/advisor and will carry out agreed work with due care. SCALY is not liable for indirect, consequential, lost profits, special, incidental, or punitive damages.
These limitations do not apply in cases of intent or deliberate recklessness by SCALY’s managerial staff. They also apply in cases of multiple users; total liability does not exceed one time the amount payable to SCALY under the Agreement.
SCALY is not liable for third-party errors or shortcomings. Liability limitations apply to both contractual and non-contractual claims.

INDEMNIFICATION

The Customer indemnifies SCALY against all claims from third parties arising from or related to the Work performed, unless such claims result from SCALY’s intent or deliberate recklessness. This indemnity includes all damages, legal fees, and related costs.
This indemnification extends to individuals and entities engaged by SCALY in carrying out the Work.

NOTIFICATIONS

All notifications must be sent to SCALY at the address: Strandvägen 5a, Stockholm, Sweden, and email: [email protected]. The Customer will use the account manager specified in the SOF for communication.

APPLICABLE LAW, DISPUTE RESOLUTION, AND MISCELLANEOUS

Swedish law applies to the Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties will attempt to resolve disputes amicably. If that fails, disputes fall under the exclusive jurisdiction of the courts in Stockholm, Sweden.

A failure to enforce any provision does not waive that provision. If any part of this Agreement is found invalid, the remaining parts remain effective. Obligations intended to continue after termination remain in force.

Neither Party may transfer rights or obligations arising from this Agreement to a third party without the other’s written consent.

SUBCONTRACTING

SCALY may engage subcontractors to provide part or all of the Services. SCALY remains fully responsible for their performance and compliance with the Agreement. SCALY ensures subcontractors have necessary expertise, comply with all applicable laws, data protection, and confidentiality requirements.
SCALY shall inform the Customer in advance if the use of subcontractors materially affects the delivery of Services or involves processing Customer data. SCALY is solely responsible for the subcontractors’ actions or omissions, and the Customer will not engage directly with any subcontractor without SCALY’s prior written consent.

The Parties, having read and understood the entirety of these Terms and Conditions, agree to uphold the commitments outlined herein. Each Party acknowledges that this Agreement, along with any incorporated documents and attachments, represents a complete and binding understanding of their rights and obligations.