Wingframe Terms of Service

1. Definitions

   1. 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.

   2. 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.

   3. “Confidential Information” shall have the meaning defined in section 14 below.

   4. “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.

   5. “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.

   6. “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.

   7. “Post” shall mean to upload, post, submit or transmit to or through the Service or Website.

   8. “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.

   9. The “Service” or “Services” refers to the applications, software, products, and services provided by Wingframe.

   10. “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.

   11. The “Terms of Service” or the "Terms" refers collectively to all the terms, conditions, notices contained or referenced in this document and all other operating rules, policies (including the Wingframe “Privacy Policy” and “Cookie Policy” available at wingframe.com/privacy-policy and wingframe.com/cookie-policy respectively and procedures that we may publish from time to time on the Website.

   12. 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.

   13. “User-Generated Data” is Content, written or otherwise, that our Users Post.

   14. 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.

   15. “Wingframe”, “We”, “Us” and “Supplier” refer to Wingframe AB (559213-8811), as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

2. Scope of the Services

   1. 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.

   2. In conjunction with use of the Services, the Customer shall follow the instructions provided by the Supplier.

   3. 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.

3. Account Terms

   1. Customer’s Obligations

      • You must ensure access to such software and equipment as well as proper communication services as instructed by the Supplier.
      • You must follow the Supplier’s instructions as provided from time to time for the use of the Services.
      • You shall reasonably assist the Supplier and in any other respects take any necessary actions that are reasonably required in order for the Supplier to fulfill its obligations under the Agreement.
      • You shall actively work to ensure that the Services can be provided in the intended fashion and shall continuously and without delay provide Supplier data and material that Supplier from time to time requests for the provision of the Services and otherwise comply with the Supplier’s instructions and control and approve documentation provided by the Supplier. Furthermore, the Customer shall provide the Supplier access to the Customer’s premises to the extent necessary for the performance of the Services.

   2. Account Controls

      • Users. Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.
      • Organizations. The “owner” of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If you are the owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.

   3. Required Information

      • You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name and contact information, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes.
      • You must immediately hand over any information or documentation regarding the Services which the Supplier requires from time to time.

   4. Account Requirements

      • You must be a physical person to create an Account. Accounts registered by “bots” or other automated methods are not permitted.
      • A physical or legal person may not maintain more than one free Account.
      • Your login may only be used by one person — i.e., a single login may not be shared by multiple people.

   5. User Account Security

      • You are responsible for keeping your login information, Account and the content of your Account secure in accordance with section 14 below while you use our Service.
      • You are responsible for that login information and other instructions are only distributed to duly authorized users.
      • You are responsible for maintaining the security of your Account and password. Wingframe cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
      • You will promptly notify Wingframe if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

   6. Additional Terms

      • In some situations, third parties' terms may apply to your use of Wingframe. For example, you may be a member of an organization on Wingframe with its own terms or license agreements; or you may download an application that integrates with Wingframe. Please be aware that while this Agreement is our full agreement with you, other parties' terms govern their relationships with you.

4. Acceptable Use

   1. Compliance with Laws and Regulations

      • Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
      • You undertake to indemnify the Supplier against all claims from any third party towards the Supplier on account of the Customer’s use of the Services in violation of this provision, including but not limited to claims regarding infringement of third parties’ intellectual property.

   2. Content Restrictions

      You agree that you will not under any circumstances Post any content that:

      • is unlawful or promotes unlawful activities;
      • is or contains sexually obscene content;
      • is libelous, defamatory, or fraudulent;
      • is discriminatory or abusive toward any individual or group;
      • gratuitously depicts or glorifies violence, including violent images;
      • contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system);
      • infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
      • is inline with the Supplier’s format instructions; or
      • is virus contaminated or capable of damaging or negatively affecting the Supplier’s system or the Services.

   3. Conduct Restrictions

      While using Wingframe, you agree that you will not under any circumstances:

      • harass, abuse, threaten, or incite violence towards any individual or group, including Wingframe employees, officers, and agents, or other Wingframe Users;
      • use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
      • attempt to disrupt or tamper with Wingframe's servers in ways that could harm our Website or Service, to place undue burden on Wingframe's servers through automated means, or to access Wingframe's Service in ways that exceed your authorization;
      • impersonate any person or entity, including any of our employees or representatives, including through false association with Wingframe, or by fraudulently misrepresenting your identity or site's purpose; or
      • violate the privacy of any third party, such as by posting another person's personal information without consent.

   4. 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.

   5. User Privacy and Protection

      Misuse of Wingframe Users' Personal Information is prohibited. You agree not to engage in activity that significantly harms our Users.

5. User-Generated Data & Customer Data

   1. 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.

   2. 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.

   3. 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.

   4. Customer Data

      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.

6. Payment

   1. Pricing

      • In consideration of the performance of the Service by Wingframe, the User shall pay the applicable monthly fee and price of credits as set forth in the Price List. In addition, the User shall separately reimburse Wingframe for additional services according to section “Additional Work” in the Price List. If you agree to a subscription price, that will remain your price for the duration of the current 12 months’ agreement term; however, prices are subject to yearly price changes at Wingframe’s own discretion.
      • If, during the term of the Agreement, there are any changes in laws, decisions of authorities, decisions on new or changed taxes or public fees or if the practice of the courts in any respect affects the provision of the Services, the Supplier is entitled to raise the fee for the Services in order to cover the Supplier’s increased costs.
      • If the Supplier is incurred with additional work or additional costs due to circumstances that the Customer is liable for, the Supplier is entitled to remuneration of such costs in accordance with section “Additional Work” in the Supplier’s from time to time applicable Price List.

   2. Upgrades, Downgrades, and Changes

      • We will immediately bill you when you upgrade from the free plan to any paying plan.
      • If you change from a quarterly billing plan to a yearly billing plan, Wingframe will bill you for a full year at the next quarterly billing date.
      • If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately upon such upgrade taking effect.
      • You may change your level of service at any time by contacting Wingframe. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account when such downgrade takes effect.

   3. Billing Schedule; No Refunds

      • The monthly fee and credits paid in advance as indicated in the Price List are billed in advance on a yearly or quarterly basis and is non-refundable. The Service will remain active for the length of the paid billing period. The continued availability of the Service is dependent on timely payment of subsequent payment, regardless of credit balance. This section does not entail any limitation on the Supplier’s right to damages or the remedies due to the Customer’s breach of contract. Credits will be made available upon received payment.
      • Remuneration for additional services, work or costs are billed on a monthly basis. The continued availability of the Service is dependent on timely payment. This section does not entail any limitation on the Supplier’s right to damages or the remedies due to the Customer’s breach of contract.
      • Invoices shall be paid no later than thirty (30) days from the date of invoice stated in the invoice.
      • In the event of late payment, The Customer shall pay interest according to applicable laws. In addition, the Supplier is entitled to withhold its performance under the Agreement until full payment is made. Furthermore, section 16 below applies.
      • The fees in the Agreement are stated excluding value added tax, taxes and other fees.

   4. Responsibility for Payment

      • You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Wingframe any charge incurred in connection with your use of the Service. If you dispute the matter, contact Wingframe. You are responsible for providing us with a valid means of payment for paid Accounts. Non-Paying Users are not required to provide payment information.

7. Support & Service Levels

   1. 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.

   2. 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.

   3. The Supplier undertakes to provide Support according to the terms set out in Appendix 3.

8. Subcontractors

   1. The Supplier is entitled to appoint subcontractors for performance of the Services and for any obligation under the Agreement. The Supplier is responsible for work performed by subcontractors.

9. Modification of the Services

   1. The Supplier is entitled to make changes and amendments to the Services.

   2. 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.

   3. 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.

10. Liability for faults and delay

    1. 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.

    2. 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.

    3. 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 Customer or circumstances for which the Customer is responsible;
       • interruption of communications services;
       • planned downtime of the Services due to maintenance and support of the Services and/or the Supplier’s system as well as time for back-up;
       • circumstances which the Supplier has not reasonably been able to avoid, including, but not limited to, force majeure in accordance with section 15 below, viruses and other external attacks; or
       • interruption or change in the Service undertaken by Supplier due to a risk that the provision of the Service is causing damage which is more than minor for the Customer, another customer to the Service or the Supplier.

    4. The Supplier’s responsibility in accordance with section 10 is applicable only if:

       • the Customer notifies the Supplier of the defect in the Services within thirty (30) days after the Customer became aware of or should have become aware of the defect; and
       • the Customer provides the Supplier with the data necessary for the Supplier to analyze and reproducethe defect.

    5. This section 10 constitutes the Supplier’s only obligations due to defects and delays in the Services.

11. Intellectual Property Rights

    1. 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.

    2. 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.

    3. The Supplier’s obligation to indemnify under section 11 only applies provided that the Customer:

       • without undue delay notify the Supplier in writing of the claims brought against the Customer;
       • allows the Supplier to control the defense and solely to decide in all related settlement negotiations; and
       • acts in accordance with the Supplier’s instructions and cooperates with and assists the Supplier to the extent reasonably requested by the Supplier.

    4. 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.

    5. 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:

       • procure for the Customer the right to continued use of the Services;
       • modify the Services so that they do not infringe;
       • replace the Services, or part thereof, with an equivalent service which does not infringe; or
       • cancel the Services and repay the fees that Customer has paid for the Service without interest with deduction of any reasonable benefit the Customer might have had from the Services.

    6. 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.

12. Personal Data

    1. 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.

    2. To the extent the Supplier processes personal data on behalf of the Customer, the terms and conditions of the privacy policy available at wingframe.com/privacy-policy and cookie policy wingframe.com/cookie-policy respectively apply.

    3. The Supplier is entitled to reasonable compensation for the performance of its obligations under such data processing agreement.

13. Liability

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. 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.

14. Confidential Information

    1. 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:

       • is already known by the recipient when received;
       • is or has become publicly available or known other than by breach of this confidentiality obligation by the receiving party;
       • the receiving party has received in a permissible way from a third party that is under no obligation of confidentiality in relation to the other party; or
       • the receiving party is obliged to make publicly available due to a court order, a decision by a public authority or as otherwise required by law.

    2. 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.

    3. 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.

15. Force Majeure

    1. If the fulfilment of the Agreement is completely or partially hindered, or materially impeded, by circumstances beyond a party’s reasonable control or by labour dispute, a party shall be released from non-compliance in undertaking an obligation for the time the hindrance persists, subject to the party who cannot fulfil an obligation without undue delay giving notice to this effect to the other party. The same shall apply to errors or delay in services or delivery from subcontractors due to circumstances within the remit of this section 15. If the discharge of the Agreement is hindered for more than six (6) months, party may give notice to terminate the Agreement. In case of such termination, the Supplier shall be entitled to compensation as set forth in the Agreement for work performed and substantiated necessary cost.

16. The Customer’s Breach of Contract

    1. If the Customer violates a provision of the agreement, the Supplier is entitled to, even without proof of intent or negligence, suspend the availability of the Services, and to receive damages for any loss or injury which the Supplier has suffered as a consequence of the breach of contract. If the Customer’s contractual breach is of a material nature, the Supplier shall also be entitled to terminate the agreement with immediate effect. Delayed payment or a breach of sections 3-5 above shall always be deemed to constitute a material breach of contract.

17. Termination

    1. 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:

       • the other party has committed a material breach of the Agreement and has not fully rectified the same within thirty (30) days after written notice thereof;
       • the other party is declared bankrupt, enters into liquidation, suspends its payments or if it otherwise reasonably can be deemed to be insolvent; or
       • the other party becomes subject to company reconstruction, however with such mandatory limitations provided for in law.

    2. 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.

    3. The Supplier has, in relation to Non-paying Users, the right to terminate the Agreement with immediate effect without prior notice at any time.

18. Winding up

    1. 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.

    2. 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.

    3. Non-paying Users accept and acknowledge that the Services do not allow for download of Content.

19. Changes to These Terms

    1. We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website or via email. Your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

20. Notices

    1. 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.

    2. The notification shall be deemed to have reached the recipient:

       • if delivered by messenger: at the time of delivery;
       • if sent with registered mail: two (2) days after delivery by post;
       • if sent as electronic message: upon the receipt when the electronic mail has reached the electronic address of the recipient.

21. Miscellaneous

    1. 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.

    2. 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.

    3. Assignment

       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.

    4. Entire agreement

       The contents of this Agreement and its appendices shall supersede all previous written or oral commitments and undertakings.

    5. Applicable law

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

    6. Disputes

       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.

    7. Questions

       Questions about the Terms of Service or our Services? Contact us via info@wingframe.com or Wingframe AB, Gråbrödersgatan 6, SE-211 21 Malmö, Sweden.