Master Terms of Service

These Master Terms of Service ("Terms") govern access to and use of software-as-a-service ("Services") provided by 42 Scandinavia AB ("42 Scandinavia", "we", "our", or "us").

These Terms form the legal agreement between 42 Scandinavia AB and the legal entity subscribing to or using a Service ("Customer").

These Terms apply to all Services offered by 42 Scandinavia AB unless an applicable Product Schedule expressly states otherwise.

At the time of publication the Product Schedules are:

• Schedule A – 42 Support
• Schedule B – 42 Ekonomi

Additional Services may be added in the future without requiring amendments to these Master Terms.

The Customer accepts this Agreement by:

• creating an Account;
• subscribing to a Service;
• clicking an acceptance button such as "Create Account", "Sign Up", or "I Agree";
• or using a Service after being presented with these Terms.

The individual accepting these Terms represents that they have authority to bind the Customer.

If that individual lacks such authority, they must not create an Account or use the Services.

This Agreement consists of:

• these Master Terms of Service;
• the applicable Product Schedule;
• our Privacy Policy;
• our Data Processing Agreement (where applicable);
• any additional policies expressly incorporated into this Agreement.

If any conflict exists between these documents, the following order of precedence applies:

1. Product Schedule
2. Data Processing Agreement
3. Master Terms of Service
4. Remaining policies

For the purposes of this Agreement:

Account means the Customer's registered account used to access a Service.

Affiliate means an entity controlling, controlled by, or under common control with a party.

Agreement means the contractual relationship established by the documents listed in Section 3.

Customer means the legal entity using the Services.

Customer Data means all information uploaded to, stored in, generated through, or otherwise processed using the Services on behalf of the Customer.

Documentation means user guides, knowledge base articles, API documentation and similar material published by 42 Scandinavia.

End User means any individual authorised by the Customer to access the Services.

Personal Data has the meaning given in Regulation (EU) 2016/679 (GDPR).

Product Schedule means the document describing service-specific terms for an individual Service.

Services means any hosted software applications provided by 42 Scandinavia AB.

Subscription means the Customer's right to use a Service during the applicable subscription period.

The Services are intended exclusively for business, governmental and organisational use.

Consumer use is not permitted unless expressly stated otherwise.

The Customer warrants that:

• it is a legally existing organisation;
• it is using the Services for business purposes;
• registration information is accurate;
• it will keep such information current.

The Customer is responsible for:

• maintaining accurate account information;
• safeguarding usernames and passwords;
• managing access granted to End Users;
• ensuring that only authorised persons use the Services;
• notifying 42 Scandinavia without undue delay if unauthorised access is suspected.

The Customer remains responsible for all activity occurring under its Accounts.

The Customer agrees to:

• use the Services in accordance with applicable law;
• comply with these Terms;
• ensure that End Users comply with these Terms;
• maintain appropriate internal security procedures;
• ensure that Customer Data may lawfully be processed through the Services.

The Customer is solely responsible for the accuracy, legality and integrity of Customer Data.

The Customer must not use the Services to:

• violate applicable law;
• infringe intellectual property rights;
• distribute malware or malicious code;
• interfere with the operation or security of the Services;
• attempt unauthorised access to systems or accounts;
• transmit unlawful, fraudulent or defamatory material;
• conduct security testing without prior written authorisation from 42 Scandinavia;
• use the Services in a manner that unreasonably interferes with other customers' use of the Services.

42 Scandinavia may suspend access where reasonably necessary to protect the Services, other customers or applicable law.

The Customer retains all ownership rights in Customer Data.

Nothing in this Agreement transfers ownership of Customer Data to 42 Scandinavia.

42 Scandinavia processes Customer Data solely for the purpose of providing the Services and fulfilling its contractual and legal obligations.

Except where required by law or expressly authorised by the Customer, 42 Scandinavia will not access Customer Data except as reasonably necessary to:

• provide customer support;
• investigate technical issues;
• maintain the Services;
• comply with legal obligations;
• protect the security or integrity of the Services.

The processing of Personal Data is governed by the Privacy Policy and, where applicable, the Data Processing Agreement.

Access to a Service requires an active Subscription unless expressly stated otherwise.

Subscription fees are published on the applicable Service website or otherwise agreed during the ordering process.

Subscriptions renew automatically unless cancelled before the end of the current billing period.

The Customer authorises 42 Scandinavia AB and its payment provider, Stripe, to charge the applicable subscription fees using the selected payment method.

All fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

The Customer is responsible for paying all applicable taxes imposed by governmental authorities, excluding taxes based on 42 Scandinavia's income.

Failure to pay fees when due may result in suspension or termination of the Services.

42 Scandinavia may change subscription prices from time to time.

Price increases affecting existing subscriptions will normally take effect no earlier than thirty (30) days after notice has been provided.

Price changes resulting directly from changes in taxes or mandatory governmental charges may take effect immediately where required by law.

Continued use of the Service after a price change takes effect constitutes acceptance of the revised pricing.

The Services may integrate with or depend upon third-party providers.

Examples include:

• Stripe (payment processing)
• Resend (transactional email delivery)
• cloud infrastructure providers used through Lovable

Third-party services remain subject to their own terms and privacy policies.

42 Scandinavia is not responsible for failures, interruptions or changes caused solely by third-party providers outside our reasonable control.

The Services, including all software, databases, source code, object code, designs, user interfaces, documentation, trademarks and other intellectual property, remain the exclusive property of 42 Scandinavia AB or its licensors.

No ownership rights are transferred to the Customer.

Subject to compliance with this Agreement, 42 Scandinavia grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the applicable Subscription.

The Customer may not:

• copy the Services except as permitted by law;
• reverse engineer the Services except where mandatory law permits;
• create derivative works;
• resell or commercially exploit the Services unless expressly authorised.

If the Customer provides suggestions, ideas, enhancement requests or other feedback regarding the Services, 42 Scandinavia may use such feedback without restriction and without compensation.

Feedback does not include Customer Data.

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, and never less than reasonable care.

Confidential Information includes business information, technical information, pricing, security information and any information reasonably understood to be confidential.

Confidential Information does not include information that:

• is publicly available without breach of this Agreement;
• was already lawfully known;
• is independently developed;
• is lawfully received from another source.

Confidential Information may be disclosed where required by applicable law or court order.

The confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

42 Scandinavia will use commercially reasonable efforts to operate reliable Services.

However, the Services are provided over the Internet and uninterrupted availability cannot be guaranteed.

Scheduled maintenance, emergency maintenance and events outside our reasonable control may temporarily affect availability.

Any future Service Level Agreement (SLA) will be published separately and will apply only where expressly referenced.

42 Scandinavia continuously develops and improves the Services.

We may:

• introduce new features;
• modify existing functionality;
• remove obsolete functionality;
• improve security;
• improve performance.

Where a change materially reduces core functionality of a paid Service, we will normally provide at least thirty (30) days' prior notice unless immediate changes are necessary for security, legal compliance or operational integrity.

42 Scandinavia may temporarily suspend access where reasonably necessary to:

• protect the security of the Services;
• investigate suspected abuse;
• prevent unlawful activity;
• respond to legal requirements;
• prevent harm to other customers;
• address non-payment.

Where reasonably practicable, advance notice will be provided.

Suspension does not terminate this Agreement.

Either party may terminate this Agreement at any time in accordance with the applicable cancellation procedures.

42 Scandinavia may terminate immediately where the Customer materially breaches this Agreement and fails to remedy the breach within thirty (30) days after written notice, unless the breach cannot reasonably be remedied.

Upon termination:

• the Subscription ends;
• access to the Services ceases;
• Customer Data remains available for thirty (30) days unless legal obligations require longer retention;
• the Customer may export its data during that period;
• Customer Data will thereafter be deleted in accordance with the Data Retention Policy, except where longer retention is required by law or preserved in backup systems for the applicable backup retention period.

Termination does not affect accrued rights or obligations.

The Customer may export its Customer Data using available export functionality during the active Subscription and during the thirty (30) day post-termination retention period.

42 Scandinavia does not charge a fee for standard self-service data exports.

Requests for custom exports, migration assistance or consulting services may be subject to separate fees.

Except as expressly stated in this Agreement, the Services are provided "as is" and "as available."

To the fullest extent permitted by applicable law, 42 Scandinavia disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Nothing in this Agreement excludes rights that cannot legally be excluded under applicable law.

To the maximum extent permitted by applicable law, the total aggregate liability of 42 Scandinavia arising out of or relating to this Agreement shall not exceed the total fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

Neither party shall be liable for:

• indirect damages;
• consequential damages;
• loss of profits;
• loss of goodwill;
• loss of anticipated savings;
• loss of business opportunity.

The limitations in this section do not apply where liability cannot legally be limited, including liability arising from fraud, wilful misconduct or other circumstances under mandatory law.

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, Internet outages, governmental actions, pandemics or failures of utility providers.

The affected party shall use reasonable efforts to minimise the effects of the force majeure event.

42 Scandinavia may update these Terms from time to time.

For material changes, we will normally provide at least thirty (30) days' advance notice.

Administrative corrections, legal references, contact information updates and similar non-material changes may take effect immediately.

The current version will always be published on the applicable Service website.

Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

This Agreement is governed by the laws of Sweden, without regard to its conflict of law rules.

Any dispute arising out of or relating to this Agreement shall be submitted to the Swedish courts.

Unless mandatory law requires otherwise, Stockholm District Court (Stockholms tingsrätt) shall be the court of first instance.

Questions regarding these Terms may be directed to:

42 Scandinavia AB
Organisation No. 556827-3204
P O Hallmans gata 3
SE-112 06 Stockholm
Sweden

Email: magnus.backlund@42scandinavia.se