Service Agreement

Terms and conditions last updated on 2023-03-17.

PLEASE REVIEW THIS END USER SERVICES AGREEMENT (THIS “AGREEMENT”) CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN “CUSTOMER” (AS DEFINED IN THE SERVICE ORDER LINKED TO THIS AGREEMENT), AND SKANDIA ELEVATOR AB, A COMPANY DULY INCORPORATED AND ORGANIZED UNDER THE LAWS OF SWEDEN WITH CORPORATE REGESTRATION NUMBER 556546-3816, HAVING ITS ADDRESS AT KEDUMSVÄGEN 14, 534 94 VARA (“SUPPLIER”).

CUSTOMER INITIATED AN ORDER TO USE THE SERVICES (AS DEFINED BELOW). IN ORDER TO USE THESE SERVICES, CUSTOMER MUST FIRST READ THIS AGREEMENT AND INDICATE ITS ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW BY SELECTING THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT. IF CUSTOMER DOES NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER SHOULD CLICK THE “DO NOT ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, IN WHICH CASE CUSTOMER WILL NOT BE ALLOWED TO USE THE SERVICES. THIS IS AN AGREEMENT FOR SERVICES AND CUSTOMER IS NOT BEING GRANTED A LICENSE TO ANY SOFTWARE UNDER THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

1.1. Capitalized terms herein shall have the meaning set out in Appendix 1 (below).

1.2. Supplier has the right to change the terms of this Agreement from time to time by giving thirty (30) days notice. Any use of the Service or software after the implementation of such changes shall constitute Customer’s acceptance of this Agreement as modified.

2.1. Customer shall, if applicable state the contact data requested in applicable registration form and must keep such information updated in relation to Supplier during the term of the Agreement.

2.2. Customer shall provide, on Supplier’s request, such information which Supplier needs to provide the Service, including information about employees or contractors of Customer, as well as other users of Customer who use the Service (“Users”). Customer shall notify Supplier of any changes to such information without delay. Customer is responsible for the accuracy of the information provided and responsible for informing the users that information about them has been submitted to Supplier for processing in relation to the Services.

3.1. Delivery of a Service begins after relevant order have been completed and submitted by Customer.

3.2. Supplier has the right – without Customer being entitled to compensation – to add or remove features and set out restrictions on use. Supplier may discontinue the Services or replace the Service with other service of similar technical performance and functionality. If Supplier stops providing the Service altogether, we will, where practicable, give Customer reasonable notice and a chance to retrieve its information from the Service before it is closed. If Supplier discontinues the provision of the Service, Customer’s only compensation is the right to a refund of fees amounting to the time Customer was unable to use the Service.

3.3. The Service might not be functioning during service windows and maintenance. Planned interruptions of Service will be announced to Customer in reasonable time before the service window.

4.1. The fee for the Services is set out in the quotation of the Services or in information later provided by Supplier. Supplier has the right to change its fees for Service at any time by giving thirty (30) days notice.

5.1. Customer may contact the Supplier at info@graincloud.com for support in relation to the Services.

6.1 Customer is the administrator of the account and can assign, disable and reactivate users and give them different permission levels (found in the respective service). Each user and administrator gains access to the service by logging in with a personal account.

6.2 Customer may only use the Services in accordance with applicable instructions and manuals and when Supplier provides a user interface, only through such user interface.

6.3 Customer is solely responsible for all use of the Service(s) and subscriptions by or on behalf of Customer. Customer is also responsible for unauthorized use of the Service(s) to the extent the unauthorized access was made possible through acts or omissions by Customer.

7.1. Customer shall ensure compliance with all applicable laws and regulations, including export laws of any applicable country or jurisdiction, relating to the use or export of the Services and any material included in the Services and hold Supplier harmless in case of breach of any such laws or regulations.

8.1 THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND SUPPLIER MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES AND SUPPLIER HEREBY EXPRESSLY EXCLUDE ANY WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES OR GUARANTEES THAT MAY ARISE FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8.2 CUSTOMER ACKNOWLEDGES IN PARTICULAR THAT THE FULL OPERATION OF EACH DEVICE IS DEPENDING ON EXTERNAL FACTORS SUCH AS AVAILABILITY OF CONNECTIVITY AT THE LOCATION OF USE, AVAILABILITY OF SUFFICIENT BATTERY CAPACITY OR POWER SUPPLY AND THAT THE DEVICE HAS NOT BEEN REPLACED OR DAMAGED. CONSIDERING THE LIMITATIONS THAT ARE INHERENT IN THE SERVICE, (I) IT SHOULD NOT BE RELIED UPON AS A SOLE SECURITY OR MONITORING TOOL AND (II) SUPPLIER CANNOT GUARANTEE THAT THE SERVICE, INCLUDING ACTIVATED ALERTS IN RELATION TO MONITORED DATA, WILL ALWAYS OPERATE AS INTENDED AND SUPPLIER PROVIDES NO WARRANTIES THAT THE SUPPLIER WILL BE ABLE TO SUPPLY ANY DATA OF CUSTOMER HELD BY SUPPLIER.

9.1. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPPLIER BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY CUSTOMER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOSS OF ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION OR OTHER DATA ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES REGARDLESS OF WHETHER CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. CUSTOMER ACCEPTS THAT SUPPLIER’S ONLY RESPONSIBILITY FOR ERRORS IN OUR SERVICES IN THE EVENT THAT WE CAN NO LONGER DELIVER THE PRODUCT/SERVICE, IS AN OBLIGATION TO REFUND UNUSED FEES. SUPPLIER’ AGGREGATE LIABILITY WITH RESPECT TO ANY AND ALL CLAIMS WILL BE LIMITED TO THE TOTAL FEE PAID BY CUSTOMER FOR THE SERVICES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT.

All data collected through Customer’s use of the Service is owned by Customer as a user.

Supplier may process certain personal data, such as account and contact information, as a data processor. Supplier’s process of such personal data will be performed in accordance with its privacy policy, which can be found at www.graincould.com

To the extent Supplier acts as a personal data processor in relation to data supplied by Customer using the Services, such as monitoring data, such data is processed in accordance with the data processing agreement set out in Appendix 2 (below).

The Agreement shall not entail that any copyright or other intellectual property rights are assigned to Customer. The Customer shall not be entitled, over and above what has been consented to in writing by Supplier, to use, copy, translate, or alter software or other material pertaining to the Service, or assign or license rights to such software or material to any third party. As regards software included in the Service, separate license terms and conditions may be applicable.

In case Customer considers to transfer or transfer Device(s) to a third party for which the Agreement apply, Supplier will accept transfer of the rights and obligations of this Agreement in relation to such Device(s) to such third party, unless there are reasonable objective reasons to deny such transfer. The transfer of the Agreement, in applicable parts, will be completed in accordance with the instructions and the terms and conditions set out by the Supplier.

14.1. This Agreement shall enter into force on the Effective Date and shall remain in force for as long as the Services are used by the Customer, unless terminated by either Party by giving 3 months notice.

14.2. Supplier may at any time with immediate effect terminate the Agreement:
i) if Customer breaches, or neglects its obligations, according to the Agreement and does not make full rectification within thirty (30) days of written notice, or;
ii) if Customer becomes insolvent or there is reasonable cause to assume that Customer may become insolvent.

15.1. If any provision of this Agreement, or the application thereof to any person or circumstances, shall for any reason or to any extent, be invalid or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remainder of this Agreement, and the application of that provision to other persons or circumstances shall not be affected but, rather, shall be enforced to the extent permitted by law.

15.2. This Agreement supersedes any and all other agreements, oral or written, between the parties hereto with respect to the subject matter hereof.

15.3. No amendments, changes, revisions or discharges of this Agreement, in whole or in part, shall have any force or effect unless set forth in writing and signed by the parties hereto.

15.4. Except as set out in Section 13 , the parties may not wholly or partly assign, sub-contract, pledge or otherwise encumber any of its rights and/or obligations under this Agreement to any third party. However, Supplier has the right to transfer the Agreement to another company within its group or to a third party that has acquired the business which has provided the Service(s).

15.5. All notices required by this Agreement to be given by either Party to the other Party shall be in writing and in English.

16.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of Sweden.

16.2. Any dispute, controversy or claim arising out of or in connection with the 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”).

16.3. 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.

16.4. The place of proceedings shall be Stockholm, Sweden. The proceedings shall be
conducted in the English language.