Applicability

1. These terms of use apply to the services provided by Scaffcalc AB, 559229-1362 (hereinafter "Scaffcalc", "we", "us" or "our"), to you as a customer (hereinafter also "you" or “Customer”) unless otherwise agreed in writing.

1. Service and Scope

   1. We provide the services (hereinafter "the Service") as set forth herein and in the master agreement (hereinafter “the Master Agreement”), and any additional services added after the Agreement's commencement. The Service are governed by terms set out in the Master Agreement and these terms of use (collectively referred to as the “Agreement”). In the event of any conflict or inconsistency between these terms of use and the Master Agreement, the provisions of the Master Agreement shall prevail. In regard to consultancy services, as set out under Section 7.4 below, ABK09 shall take precedence over the Master Agreement.  

   2. The Service includes access to a software and an application for easy      scaffolding, including a calculation-tool in regard to requirements for quantity and strength (the “Calculator”). The functions and use of the Calculator depends on which plan the Customer has signed up for in the Master Agreement.

   3. The Service is provided by giving the Customer access to it through a user account on      Scaffcalc’s website. We provide the Customer with user instructions for using the      Services. The Customer is then responsible for entering the requested information into the      Calculator, after which the customer is provided with calculations and design documentation. Calculations and design documentation are provided based on the information entered by the Customer. The calculation by the Calculator does not take into account any information other than that provided to us by the Customer in this manner. It is the responsibility of the Customer to ensure that the information provided into the      Calculator is correct, no essential information has been left out, and to ensure that the Service has adequate internet connection. 

   4. In the event that circumstances change in relation to the original information entered, so that the information in the Calculator is no longer accurate, the Customer is responsible for making a new calculation Scaffcalc is not responsible, against Customer or any third party, for the accuracy of the information provided by the Customer, for inaccurately entered information, or for relevant information omitted by the Customer. You are solely responsible for data and information entered and warrant that it does not infringe on any third party rights or violate any applicable laws. You will indemnify and hold us harmless from any claims arising due to breach of this undertaking.

   5. The calculations and design documentation performed/issued within the scope of the Service aim to comply with applicable parts of applicable Swedish standards for the Service and to meet the requirements set forth by applicable Swedish law or regulation, including the Swedish Work Environment Authority's regulations 2013:4.     

   6. The scope of the Service is determined by the Master Agreement and these terms of use. If the documents conflict with each other, the Master Agreement shall prevail.
      
      

2. Agreed Price

   1. The agreed price for the Service is as set forth in the Master Agreement. A budget can be established upon request for variable fees. If the parties have not agreed on a fixed price, the Customer shall pay the prices and applicable fees set out in Scaffcalc’s price list available [upon request/on Scaffcalc’s webpage], as applicable from time to time.  

   2. Unless otherwise stated in the Master Agreement, compensation for calculations and design documentation for scaffolding is a fixed monthly fee, independent of the number of calculations made by the Customer. For calculations and design documentation for scaffolding with weather protection roofs/temporary roof systems, compensation is normally per calculation and design documentation. 

   3. Scaffcalc has the right to change the price for the Service according to the price increase percentage below.

   4. As we continue to add more tools and introduce new product features, our plans and prices may change. We may also adjust plans and prices in response to local market changes, such as changes in local taxes or inflation. The yearly price increase is expected to follow the Swedish consumer price index (KPI) plus 4 per cent but may be more or less. Such price adjustments will be communicated to you as set out in section 14.1 below.  
      
      

3. Contract Term, Termination, etc.

   1. The contract term is one (1) year and is effective from the time the Customer gains access to their account on the Scaffcalc website. Termination of the Agreement must be made no later than 1 month before the contract term expires; otherwise, the Agreement is extended for another year, with a corresponding notice period.

   2. Each party has the right to terminate the Agreement for immediate termination if the other party has been declared bankrupt, initiated composition negotiations, is subject to corporate restructuring, or is otherwise insolvent. Moreover, Scaffcalc has the right to terminate the Agreement if you are in arrears with a payment for the Service with more than three (3) months. 

   3. Upon termination of the Agreement, Scaffcalc shall be entitled to charge the Customer for the period during which the Service was available to the Customer.

   4. With regard to design documents for scaffolds with weather protection/temporary roof systems, the Agreement for this part of the Service shall terminate when the design documents have been provided to the Customer.
      
      

4. Billing

   1. Billing shall take place monthly on the last Friday of each month. If the last Friday of the month falls on a holiday, billing shall instead take place on the preceding business day. Billing may take place at a later time. Billing may also be done annually or quarterly if agreed upon and shall take place after the Agreement has been signed.

   2. Our invoices are normally due for payment 14 days after the invoice date and are issued to you, as the Customer. In the event of non-payment, interest on overdue payments shall be charged on the outstanding amount in accordance with applicable law from the invoice's due date until the payment is received.
      
      

5. Acceptable Use

   1. You      may use the Service solely for internal business purposes within your organisation and for no other purpose, and in no other way, than what is set out in the Agreement.

   2. You agree not to use the Service for any illegal or unauthorized purpose. You shall comply with all applicable laws and regulations. 
      
      

6. Support

   1. Scaffcalc provides support on weekdays between 09:00-16:00 (CET during standard time and CEST during daylight saving time) for any errors or disruptions on the website, in the      Calculator, or of any other kind. Scaffcalc undertakes to respond to inquiries within 3 business days.

   2. We may from time to time update, change or modify the Service. Changes may for example be due to bug-fixes, new or improved functions or new modules. Those changes may require you to download and/or install updates or patches to the Service which will alter the Service. You hereby accept and understand that downloading and installing such changes may alter the Service’s function and how you interact with the Service. If Scaffcalc make updates available to you, you shall install them for the proper functioning of the Service. If you use the Service without installing updates which have been made available to you, Scaffcalc cannot be held responsible for any malfunction in your use of the Service. 

   3. Please note that Scaffcalc may solely determine if, when, and how and in what manner updates or upgrades are provided. Scaffcalc does not guarantee updates or upgrades not that any specific changes are made to the Service. 
      
      

   4. Consultancy Services

     If agreed between the parties, Scaffcalc may provide consultancy services in regard to the use of the Service. Such consultancy services shall be governed by the terms set out in Allmänna Bestämmelser ABK 09 för konsultuppdrag inom arkitekt- och ingenjörsverksamhet. The foregoing does however not apply in regard to section 4:6, 5:3, 7:10 and chapter 9–10 of ABK09, where the corresponding terms of these terms of use shall apply instead. 

8. Errors in the Service and Complaints

   1. In the event of an error in the Service caused by Scaffcalc, the Customer shall immediately lodge a complaint by notifying us in writing of how the Customer considers the Service to be defective. The Customer must lodge a complaint no later than 5 days after the error has been detected or should have been detected; otherwise, the Customer loses their right to claim compensation for the error.

   2. Complaints due to the Customer believing that a calculation or design document is incorrect must be made no later than 3 months after the calculation was performed; otherwise, the Customer shall not have the right to claim compensation for the error.

   3. We are never liable for deficiencies in calculations, design documents, or other deficiencies, claims or losses resulting from any acts or omission from the Customer or from incorrect information provided by the Customer, or any errors caused by the Customer. We are not responsible for deficiencies resulting from the Customer providing information that differs from reality or where essential information has been left out.
      
      

9. Consequences of Errors and Liability

   1. In the event of an error, Scaffcalc shall be given the opportunity to remedy the error. If the error concerns a calculation error, Scaffcalc shall be given the opportunity to redo the calculation. Only if the Customer has given Scaffcalc the opportunity to remedy the error and given notice of the error as set out under 8 above, and Scaffcalc determines that the error cannot be remedied, shall the Customer have the right to claim other consequences, such as price reductions or damages.

   2. The Customer is entitled to compensation only for damage caused by us through gross negligence. The Customer shall, as far as possible, take measures to limit the extent of the damage.

   3. Under no circumstances shall Scaffcalc be liable for indirect damage incurred by the Customer or in the Customer's business operations as a result of using the Service. Indirect damage refers to damage that does not have a direct connection to the damaging event, such as lost profits, production loss, interruptions in construction or decreased sales.

   4. Scaffcalc's total liability for damage during the term of the Agreement, including consultancy services, is limited, regardless of the cause and whether the damage results from errors in calculations and design documents for scaffolds or scaffolds with weather protection roofs/temporary roof systems, to an amount equivalent to two annual fees for the Service. The annual fee refers to the annual fee stated in the Master Agreement. If the insurance payout from Scaffcalc’s insurance provider is less than two annual fees for the Service, however, Scaffcalc's liability is limited to the amount equivalent to the resulting insurance payout.

   5. The Service is provided “as is” and “as available”. We are not liable for any loss incurred by you, unless caused by our breach of contract. The Service is provided without any warranties, whether expressed or implied. We do not warrant that Service will be error-free, uninterrupted or secure. Neither do we warrant or guarantee any fitness for a particular purpose or non-infringement. 

   6. For the avoidance of doubt, other than accuracy of the calculations provided under Service Scaffcalc has no liability what so ever. That is, Scaffcalc is not liable for the actual assembly- or quality of the scaffolding. It is the Customer’s responsibility to ensure that all assembly based on the calculations provided by the Service is in accordance with the exact calculations and that the assembly otherwise is conducted in a safe manner and otherwise in compliance with best industry practice. The Customer undertakes to indemnify and keep Scaffcalc harmless from any claims arisen due to Customer’s inaccurate assembly or otherwise non-compliance with best industry practice.   
      
      

10. Information and Intellectual Property Rights

    1. The Customer understands that the Service is dependent on data being collected from the Customer and      analysed by Scaffcalc. The Customer grants Scaffcalc the right to use this data to improve the Service and develop new features, provided that the Customer's data is anonymized and cannot be traced back to the Customer or any individual.

    2. All intellectual property rights, including but not limited to copyright, trademarks, and patents, relating to the Service and any accompanying materials, including but not limited to calculations, design documents, software, and documentation, belong to Scaffcalc or its licensors. The Customer acquires no ownership rights to the Service or any accompanying materials but only a during the term of the Agreement limited, non-transferable, non-sublicensable and revocable non-exclusive right to use the Service solely for the purposes set out in the Agreement.

    3. Scaffcalc will develop and maintain the Service. Any such amendments, improvements and modification of the Service or other intellectual property rights are held by Scaffcalc, including any changes or modifications which are developed or created as a result of Agreement with, or suggestion from, you. 

    4. The Customer is not permitted to copy, reproduce, distribute, sell, rent, lease, sublicense, or otherwise transfer the Service or any accompanying materials to third parties without the prior written consent of Scaffcalc.
       
       

11. Confidentiality

    1. The parties undertake to treat all information about the other party’s business operations, which is not generally known, as confidential. The duty of confidentiality applies both during the term of the Agreement and after its termination.

    2. The duty of confidentiality does not apply to information that a party can demonstrate was known to the party before it was received from the other party, or to information that the party has received or will receive from a third party without being bound by a duty of confidentiality concerning this information, or to information that is or will become publicly known other than through a breach of the duty of confidentiality by a party.

    3. You undertake to not share your login-in information to the Service with any third party or otherwise allow anyone else to use the Service or information provided therein.  
       
       

12. Personal Data

    1. By signing up for- and using the Service, you may be submitting personal data to Scaffcalc. All personal data is processed in accordance with Scaffcalc privacy policy, available on Scaffcalc’s webpage. 

    2. If you are a personal data controller and Scaffcalc will be processing your personal data on your behalf, you must enter a data processing agreement with us prior to us processing such personal data. 
       
       

13. Force Majeure

    1. Neither party shall be held responsible for any delay or failure in performance of its obligations under this Agreement if such delay or failure is due to circumstances beyond the party's reasonable control, including but not limited to war, insurrection, natural disasters, epidemic or pandemic, fire, strikes, lockouts, embargoes, governmental regulations, national- or local power- or internet outages, or any other similar circumstances. If a force majeure event continues for more than 30 consecutive days, either party may terminate this Agreement by providing written notice to the other party without incurring any liability.
       
       

14. Amendments and Supplements

    1. Scaffcalc reserves the right to make amendments and supplements to this Agreement. Such amendments and supplements shall be communicated to the Customer by email or through the Service. The Customer shall be deemed to have accepted the amendments and supplements if the Customer does not object to them in writing within 30 days from the date the amendments and supplements were communicated to the Customer. If the Customer does not accept the amendments and communicate this to Scaffcalc in accordance with the above, the Customer shall not be bound by such amendments  but the Agreement shall be terminated with fourteen (14) days’ notice. 
       
       

15. Applicable Law and Dispute Resolution

    1. This Agreement shall be governed by the substantive law of Sweden.

    2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

    3. The seat of arbitration shall be Stockholm, Sweden.

    4. The language to be used in the arbitral proceedings shall be English.

    5. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent by the other Party. Exceptions to the foregoing shall only apply to the extent that disclosure may be required of a Party due to mandatory law, an order of a competent court or public authority, or to protect, fulfil or pursue a legitimate legal right or obligation or to enforce or challenge an award.
       
       

16. Miscellaneous

    1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent and economic effect of the invalid or unenforceable provision.

    2. This Agreement, together with any schedules, exhibits, or other attachments, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior or contemporaneous agreements, understandings, and representations, whether written or oral, between the parties relating to the subject matter of this Agreement.
       
       

17. The Customer may not assign, pledge or otherwise encumber this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Scaffcalc. Scaffcal is entitled to assign this Agreement to another corporate entity within the same company group without the prior consent of Customer.