An “Account” represents your legal relationship with Wingframe. A “User Account” is personal and represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Wingframe. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
The “Agreement” refers, collectively, to all the terms, conditions, policies, notices and all other operating rules entered into by the Supplier and Customer in relation to the Service, including the SaaS-agreement, the Terms of Service and its appendices where applicable.
“Confidential Information” shall have the meaning defined in section 14 below.
“Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services, User-Generated Data and Customer Data.
“Customer Data” shall mean data that is exported from Customer’s database (e.g. an ERP like SAP or Jeeves) and imported into Wingframe’s database by Wingframe and with Wingframe’s expressed permission as well as data to which Customer holds intellectual property rights and that is Posted after obtaining Supplier’s prior written consent.
“Non-Paying Users” shall mean a User that has established a free Account on the Website for which User has no obligation to compensate Supplier.
“Post” shall mean to upload, post, submit or transmit to or through the Service or Website.
“Price List” refers to the price list made available on from time to time wingframe.com/pricing. The Price List applicable as of the date of this Agreement is set out in Appendix 4 for paying Customers.
The “Service” or “Services” refers to the applications, software, products, and services provided by Wingframe.
“Service Levels” shall mean the service levels, agreed upon by the parties, for the Supplier’s provision of the Services in accordance with the specification in the Agreement.
the “User”, “You”, “Your” and the “Customer” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions as well as the buyer of Services in accordance with what is stated in the Agreement.
“User-Generated Data” is Content, written or otherwise, that our Users Post.
The “Website” refers to Wingframe’s website located at wingframe.com, and all content, services, and products provided by Wingframe at or through the Website.
“Wingframe”, “We”, “Us” and “Supplier” refer to Wingframe AB (559213-8811), as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
Scope of the Services
Through the Agreement, the Customer is granted a non-exclusive and limited right to use the Services, however only within the scope of its own operations. The Services includes a limited number of licenses as set out in the Agreement. The Customer shall notify the Supplier without delay in the event of any change in personal authorisation to use the Services. The Customer has the right to extend the number of licenses or use limitation in accordance with this Agreement.
In conjunction with use of the Services, the Customer shall follow the instructions provided by the Supplier.
In relation to Non-Paying Users, the Supplier gives no warranties as to the Services and is not liable for any faults or delays in the Services as well as any other damage that the Supplier or Service has inflicted on Non-Paying Users. For the avoidance of doubt i.a. the following sections below therefore do not apply 7, 9.2-9.3, 10, 11.2-11.6, 13, and 15 in relation to Non-Paying Users.
User Account Security
Compliance with Laws and Regulations
You agree that you will not under any circumstances Post any content that:
While using Wingframe, you agree that you will not under any circumstances:
Services Usage Limits
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, results created within the Service or access to the Service without Wingframe's express written consent.
User Privacy and Protection
Misuse of Wingframe Users' Personal Information is prohibited. You agree not to engage in activity that significantly harms our Users.
User-Generated Data & Customer Data
Responsibility for User-Generated Data
You may Post User-Generated Data while using the Service. You are solely responsible for harm resulting from any User-Generated Data that you Post, link to or otherwise make available via the Service, regardless of the form of that User-Generated Data. We are not responsible for any public display or misuse of your User-Generated Data.
Wingframe May Remove Data
We do not pre-screen User-Generated Data, but we have the right (though not the obligation) to refuse or remove any User-Generated Data that, in our sole discretion, violates any Wingframe terms or policies.
License- And Copyright-Free Data Only
You may not Post any data or content if you are not the owner of, or are not fully authorized to, grant rights in all of the elements of the data or content you intend to Post.
The Customer shall have all rights to, and be the owner of, Customer Data and no rights or ownership of Customer Data, or part thereof, shall be transferred to the Supplier under this Agreement. Supplier may during the Agreement term use Customer Data for the provision of the Services to the Customer. Supplier may also during the Agreement term and thereafter use Customer Data in aggregated form without specific data being distinguishable, for uses in statistics and product development purposes.
The Supplier is entitled to remuneration for the work with transferring of data to the Customer during the term of the Agreement in accordance with section “Additional Work” in the Price List applicable at the time of the transfer for corresponding services.
Upgrades, Downgrades, and Changes
Billing Schedule; No Refunds
Responsibility for Payment
Support & Service Levels
The Supplier shall make reasonable efforts in order to minimize downtime of the Services and or the Supplier’s system as well as any disturbance this might cause in the Customer’s use of the Service.
The Customer is aware and accepts that the Services will be unavailable from time to time due to planned or unplanned shutdowns for necessary service and maintenance of the Services and/or the Supplier’s system according to the terms set out in Appendix 3.
The Supplier undertakes to provide Support according to the terms set out in Appendix 3.
Modification of the Services
The Supplier is entitled to make changes and amendments to the Services.
If the change or amendment adversely affects the Customer, the Supplier shall notify the Customer of the change or amendment no later than three (3) months before the change or amendment becomes effective. The Customer is entitled to terminate the Agreement if the change implies a material inconvenience for the Customer. Such termination shall be given with at least thirty (30) days’ notice and the termination shall be effective as of the day stated in the termination notice, such day being the implementation date of the change at the earliest and three (3) months after such date at the latest.
The Customer may during the term of the Agreement suggest additions and/or changes to the Services. The Supplier may but is not obligated to make such additions and/or changes to the Services.
Liability for faults and delay
The Services shall be provided in accordance with the Service Levels stated in Appendix 3. If the Services do not meet the agreed upon Service Levels, the Customer is entitled to a deduction of the fees for the Services in accordance with the terms set out in Appendix 3 (“Service Level Penalty”). The Customer shall not be entitled to any other remedy due to delay in or non- delivered Services, unless intent or gross negligence on behalf of the Supplier is at hand. The Service Level Penalty is limited according to what is specified in Appendix 3 and section 13 below.
If there is a defect in the Services that the Supplier is liable for and which Service is not subject to a specific Service Level, the Supplier undertakes to, as soon as the circumstances so require, considering the nature of the defect and any other circumstances, at its own expense rectify the defect.
The Supplier’s obligations in accordance with this section 10 are only applicable if the Customer has met all the undertakings stated in sections 3-4 above. Further, the Supplier is not liable for deficient fulfillment of agreed requirements if the deficiency is directly or indirectly caused by:
The Supplier’s responsibility in accordance with section 10 is applicable only if:
This section 10 constitutes the Supplier’s only obligations due to defects and delays in the Services.
Intellectual Property Rights
The Supplier and/or the Supplier’s licensor holds all rights, including all intellectual property rights, to the Services and therein included software as well as results generated by the Services, hold for Customer Data, including but not limited to patents, copyrights, design rights and trademarks. Nothing in this Agreement shall be interpreted as a transfer of such rights, or part thereof, to the Customer. For the avoidance of doubt, the Customer is entitled to use results generated through the Services within its scope of operations.
The Supplier agrees to indemnify the Customer from any claims by a third party based on the Customer’s use of the Services, or part thereof, in Sweden and in other countries agreed upon by the parties in writing, infringing any such third party’s intellectual property rights, hold for when such claims are based on Customer Data. The Supplier’s obligations in accordance with section 11 are subject to the Customer having used the Services in accordance with all conditions set forth in the Agreement.
The Supplier’s obligation to indemnify under section 11 only applies provided that the Customer:
Subject to the conditions under sections 11.2-11.3, the Supplier shall indemnify the Customer for such damages, liabilities, costs or expenses awarded in a final judgment or settlement which has been approved in writing by the Supplier.
If it is finally determined that there is an infringement of a third party’s intellectual property rights, the Supplier shall at its own discretion:
Section 11 constitutes the entire obligation of the Supplier towards the Customer with respect to any infringement in a third party’s intellectual property rights. This section 11 is subject to section 13 below.
The Customer has sole liability for ensuring that personal data which is processed or stored through the use of the Services is processed in accordance with applicable legislation. The Supplier shall only be responsible for taking those measures in respect of the processing of personal data as are requested by the Customer.
The Supplier is entitled to reasonable compensation for the performance of its obligations under such data processing agreement.
The Supplier is, within the limitations stated below, liable for the damage that the Supplier has inflicted on the Customer by negligence in the performance of the Services.
The Supplier shall in no event be liable to the Customer for the loss of profit, revenue, savings or goodwill, losses due to service outages or loss of data, the Customer’s obligation to compensate a third party or any other indirect or consequential damage of any kind.
The Supplier’s aggregate and total liability under this Agreement in respect to one or more events or series of events (whether related or unrelated) shall under no circumstances exceed fifteen (15) % of the yearly fee for the Services.
The Customer shall, in order to not lose its right, make claims for damages no later than three (3) months after the Customer discovered or should have discovered the basis for the claim, but no later than six (6) months from the damage occurred.
The Supplier is not liable for nor shall anything in this Agreement be interpreted as a warranty as to the results generated by use of the Services being in compliance with applicable regulations, such as ICAO, FAA, CAP 168, TP 312, and EASA. The Customer is aware and accepts that any action or use of results generated by the Services is taken or used at the Customer’s own risk.
Each party undertakes not to, without the prior written consent of the other party, disclose to a third party such information regarding the other party’s business that may be regarded as trade secret or professional secret or any other confidential information that is subject to confidentiality according to law (“Confidential Information”). For purposes of clarity, information stated to be confidential, shall always be considered Confidential Information and Content shall never be considered Confidential Information. A party’s undertaking of confidentiality in accordance with section 14 shall not apply to Confidential Information which:
A party is liable for its employees’ and consultants’ respective compliance with the provisions stipulated herein and shall through confidentiality obligations with these or other appropriate measures ensure that the Agreement’s confidentiality is observed.
A party’s undertaking of confidentiality under the Agreement shall be valid during the term of this Agreement and continue for a period of five (5) years after expiration or termination of the Agreement.
The Customer’s Breach of Contract
In addition to what is provided for by the Agreement, a party has the right to, by giving written notice to the other party, terminate the Agreement with immediate effect or at the date specified by the terminating party if:
In the event of termination as set out above the Customer shall not be entitled to recover any excess amount of the advance fee or cost of credits paid or any other costs relating to time after the termination of the Agreement.
The Supplier has, in relation to Non-paying Users, the right to terminate the Agreement with immediate effect without prior notice at any time.
The Customer is responsible for downloading available Content desired through use of the Services prior to termination of the Agreement. The Supplier is not obligated to delete, destroy or anonymize Content unless the parties agree otherwise in writing.
The Supplier shall have the right to compensation for work done in accordance with section 18.1 above, based on section “Additional Work” in the Price List applicable at the time of the transfer.
Non-paying Users accept and acknowledge that the Services do not allow for download of Content.
Changes to These Terms
Termination or other notifications shall be made by messenger, registered letter or electronic message to the parties’ appointed contact persons’ addresses as specified in the Agreement or as changed later by written notification to the other party.
The notification shall be deemed to have reached the recipient:
Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Wingframe to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Wingframe’s rights under this Agreement will survive any termination of this Agreement.
Amendments; Complete Agreement
This Agreement may only be modified by a written amendment signed by an authorized representative of Wingframe, or by the posting by Wingframe of a revised version in accordance with section 19 above.
Customer may not wholly or in part assign or pledge its rights and/or obligations under this Agreement to any third party without the prior written approval of Wingframe.
The contents of this Agreement and its appendices shall supersede all previous written or oral commitments and undertakings.
This Agreement shall be construed in accordance with and be governed by the laws of Sweden.
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 the general courts of Sweden.
Questions about the Terms of Service or our Services? Contact us via firstname.lastname@example.org or Wingframe AB, Gråbrödersgatan 6, SE-211 21 Malmö, Sweden.