Allmänna Avtalsvillkor 2026.1
1 Definitions
1.1 Agreement means (i) a delivery and/or support agreement including all appendices as well as (ii) the Customer’s verbal or written order which the Supplier has accepted in writing or the Customer’s verbal or written order merely confirming the Customer’s acceptance of the Supplier’s proposal or quotation including all appendices.
1.2 Supplier means MagiCAD Group AB, Business ID 556281-8970, registered address at Götgatan 10, 411 05 Göteborg, Sweden.
1.3 Licensor means MagiCAD Group Oy, Business ID 2076519-0, registered at Aurakatu 8, 20100 Turku, Finland
1.4 Customer means a customer identified in the Agreement.
1.5 Software means a standard computer program in machine-readable form licensed by the Licensor, including any updates or other modifications to the Software.
1.6 Operating environment means the aggregate of operating system, hardware, external or internal auxiliary equipment, as well as the software developed by other suppliers in which the Software will be integrated.
1.7 Third-party software means software licensed by a third-party other than the Licensor or a license for such software.
1.8 License means the scope and ability to use Software and/or third-party software according to applicable end-user license terms as may be specified in the Agreement. Unless otherwise agreed, the License is non-exclusive, non-transferable, personal to the Customer and valid only in the Territory stated.
1.9 Inspection period means a period of fourteen (14) days beginning on the day of the delivery during which the Customer shall inspect and test the Software and/or third-party software and/or consultancy services delivered to ensure that they are in accordance with the Agreement.
1.10 Support or Support services mean services provided by the Supplier for the purpose of resolving problem situations arising from the use of Software.
1.11 Update version means the latest version of the Software.
1.12 Error means a significant programming error that cause inability to use the Software.
1.13 Training Services means training on the Software (or elements thereof) provided by the Supplier.
1.14 Territory means a geographical area, or other defined limitation for the utilisation of the License, as specified in the Agreement.
1.15 Personal Data means any information relating to an identified or identifiable natural person.
1.16 Data Controller means the legal entity, who controls and is responsible for the keeping and use of Personal Data, as well as determines the purposes for which and the way any Personal Data are, or are to be, processed.
1.17 Data Processor means the legal entity who processes the Personal Data on behalf of the Data Controller.
1.18 Customer Content means any data, documents, materials, or other information of any type that is input by or on behalf of Customer into MagiCAD Online Applications.
1.19 MagiCAD Online Applications means any application including but not limited to software as a service solution provided by the Supplier on the Internet.
2 Terms of delivery
2.1 The parties shall carry out their duties specified in the Agreement with due skill and care. Each party shall contribute to the performance of the Agreement about such matters which are under the control of the party.
2.2 Each party shall provide without unnecessary delay the other party with information which the other party needs. The party is responsible for the accuracy of information which it provides and that the information is fit for the party’s own purposes.
2.3 The manner and time of delivery of the Software are specified in the Agreement. The parties shall perform their duties under the Agreement according to the agreed timetables.
2.4 Each party shall promptly notify the other party if it learns about an event or a circumstance which is likely to delay or otherwise affect the performance of the party’s duties under the Agreement. If the party is in delay and the other party cannot reasonably be expected to continue its own tasks, the other party will be entitled to postpone the performance of its own tasks without liability thereof.
2.5 The installation and deployment of the Software and/or third-party software shall be carried out by the Customer unless explicitly agreed otherwise. If it has been agreed that the Supplier will install the Software and/or the Third-party software, the Customer shall arrange for the Supplier access to the operating environment according to the Supplier’s instructions.
3 Price and terms of payment
3.1 The prices and charges for the purchased products and services are set forth in the Agreement. To the extent the Agreement does not contain applicable prices or charges, the Supplier’s latest price list will be applied.
3.2 Unless otherwise agreed the total price does not cover travel, lodging, or per diem expenses incurred in connection with the installation, consultancy, training, or other work performed by the Supplier under the Agreement, but the said expenses shall be invoiced separately based on actual cost.
3.3 Invoices for training and installation phases including travel, lodging, and per diem expenses may be submitted immediately upon completion of any such phase, or later, at the Supplier’s discretion.
3.4 Unless otherwise agreed in the Agreement, the term of payment is fourteen (14) days net from the date of invoice. All objections regarding an invoice must be made before the due date. Penalty interest on late payments will be 8,5% p.a.
3.5 A defect or deficiency in a third-party software, operating system or equipment will not entitle the Customer to refuse to pay the price or any part thereof of the Software, the Support services or the Training service performed under the Agreement. The Supplier will be entitled to invoice the Customer also if the Supplier has not been able to deliver the Software on the agreed time of delivery due to a reason not attributable to the Supplier provided that the Supplier has anyhow had a needed capacity to deliver.
3.6 The prices indicated in the Agreement or in the Supplier’s price list exclude value added tax (VAT). Value added tax will be added at the applicable rate. In the case of value added tax being changed, or a new tax or official fee being introduced with an immediate effect on the price agreed upon, the price may be adjusted and increased proportionately to such tax or fee.
3.7 All prices and charges are expressed and invoiced in euros unless otherwise agreed.
4 Additional fees
4.1 If the Customer’s operating environment (hardware, operating system, other programme) causes problems or a malfunction in the Software or third-party software, the Supplier shall be entitled to reimbursement of the costs incurred in connection with inspection and repair of the error in accordance with the applicable price list.
4.2 Any additional costs, fees, and expenses, including but not limited to taxes, bank transfer fees, custom fees, duties, levies, withholdings, or other charges shall be paid by the Customer.
5 Receipt and acceptance of delivery
5.1 The Customer shall be obliged to take receipt of the Software and third-party software upon delivery. This obligation includes providing at the Customer’s own expense an appropriate operating environment where the Software and the third-party software can be installed, according to the specifications set forth in the Agreement.
5.2 Once the Supplier has fulfilled its delivery obligations, the Customer shall during the Inspection period inspect the Software and third-party software to ensure that they are correct and in accordance with the Agreement.
5.3 The Customer shall without undue delay inform the Supplier in writing of all Errors detected in the delivery and shall identify such Errors in sufficient detail. If no Errors have been notified during the inspection period or once all notified Errors have been corrected by the Supplier, the delivery will be deemed accepted by the Customer. Such Errors that do not substantially interfere with the use of the Software will not prevent the acceptance of the delivery.
6 Subcontracting
6.1 Each party shall be entitled to use subcontractors in the performance of its duties under the Agreement.
6.2 The party shall ensure that its subcontractors comply with the requirements under the Agreement and shall be liable for the acts and omissions of its subcontractors as for its own performance.
7 License and intellectual property rights
7.1 Each party shall retain all pre-existing intellectual property rights. Unless otherwise agreed in the Agreement, the party is entitled to use the other party’s pre-existing intellectual property rights only for the purpose of carrying out its duties under the Agreement.
7.2 All copyrights and other intellectual property rights to the Software, the third-party software and the results of the support or other services provided under the Agreement belong to the Licensor or its third-party licensors.
7.3 The Customer shall be granted the License according to the terms of the Agreement. In other respects, the delivery of the Software and the third-party software and the provision of the support services will not constitute a transfer of copyrights or other intellectual property rights or any part thereof to the Customer.
7.4 The License activation ID(s) will be sent to the Customer once the Customer has duly confirmed the order of the Software and the third-party software unless otherwise agreed.
8 MagiCAD software warranty
8.1 The Licensor guarantees the performance of the Software in its intended use as specified in the Software documentation. The warranty is valid for a sixty (60) day warranty period as of the day of delivery.
8.2 Based on the warranty, the Licensor shall correct such Errors in the Software, which the Customer has notified to the Licensorr in sufficient detail in writing within seven (7) days from noticing the Error, and in any case within the warranty period set forth in clause 8.1. Otherwise, the Customer will be deemed to have accepted the Software.
8.3 The Licensor shall correct the Errors by replacing any defective Software with a new update version or a service pack version. Alternatively, the Licensor can provide a work-around if it does not cause unreasonable inconvenience for the Customer.
8.4 The warranty is not applicable to any defect or deficiency that results from (i) the use of the Software, third-party software or results of services contrary to the Supplier’s written instructions such as requirements on the operating environment, (ii) any modification taken without the Supplier’s and or Licensor’s authorisation, or (iii) the use of the Software, third-party software or results of services in combination with any product or service not supplied or authorised by the Supplier and/or Licensor.
8.5 The Supplier shall carry out warranty corrections only in its own premises through a remote connection to the Customer’s operating environment. The Licensor shall be entitled to charge the Customer for necessary investigation work if the Error or deficiency is not covered by the warranty.
8.6 Regarding third-party software, the Licensor will provide the Customer the benefit of any transferable warranty offered by the manufacturer of the third-party software concerned.
8.7 The Customer is responsible for the appropriate use of the Software, third-party software, and results of services according to good practices of customary industry standards (such as regular back-ups and virus protection). The warranty is not applicable to any damage caused to the Customer’s information, files, or other data.
8.8 The duties set forth in this clause 8 define the sole and exclusive remedies available for the Customer in case of Errors in the Software or the results of services.
8.9 The subject as expressly provided in these Terms means that all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9 MagiCAD Account
9.1 Some products and services may require a MagiCAD Account for activation, access and use. Where a MagiCAD Account is required, the Customer shall ensure that each authorised user creates and maintains an account using an individual corporate email address and provides complete and accurate registration information.
9.2 A MagiCAD Account is personal to the authorised user. The Customer and its authorised users shall keep account credentials confidential and shall not share, transfer or otherwise make them available to any other person. The Customer is responsible for all activities carried out through accounts assigned to its authorised users, whether or not such activities have been authorised by the Customer.
9.3 The Customer shall ensure that its authorised users use their MagiCAD Accounts only in accordance with the Agreement and the Supplier’s applicable instructions. The Customer shall promptly notify the Supplier of any suspected unauthorised access to, or use of, a MagiCAD Account and shall keep account information up to date.
9.4 The Licensor may suspend or restrict access through a MagiCAD Account where reasonably necessary to protect the security or integrity of its products or services, to prevent unauthorised or unlawful use, or where the Customer or an authorised user breaches the Agreement. Where reasonably practicable, the Licensor shall notify the Customer of the suspension or restriction.
9.5 Access through a MagiCAD Account may depend on the Customer having a valid entitlement to the relevant product or service. Termination or expiry of the applicable entitlement may result in the termination or restriction of the associated access and use rights.
10 Force majeure
10.1 Neither party shall be responsible to the other for any loss or damage resulting from a delay or other default in connection with any obligation under the Agreement if such a delay or default was caused by a force majeure.
10.2 A force majeure is the occurrence of an event arising after the signing of the Agreement, which is outside the influence of the parties, and which prevents or hinders the appropriate fulfilment of the Agreement, such as general or local labour conflicts, exceptional natural disasters, fire, war, mobilisation, insurrection, exchange restrictions, general shortage of raw materials, or general interruption in energy distribution or telecommunications. A delay of a subcontractor caused by the above events is also considered a force majeure.
10.3 To plead force majeure, a party must without undue delay notify the other party in writing of both the beginning and the end of the event.
10.4 Contractual obligations are to be fulfilled as soon as possible after the above-mentioned events cease to exist.
11 Privacy and confidentiality
11.1 Databases, documents, and other written materials related to the Agreement and exchanged between the parties, which are either marked confidential or are otherwise to be understood as confidential, are to be treated as such and neither party may disclose them or data contained therein to third parties or use them or data contained therein for purposes other than the performance of the Agreement, without a prior written consent by the other party. The same applies to data determined confidential by either party in writing.
11.2 This clause 11 does not apply to information which is public or has become public without breach of confidentiality by either party, or which may be shown to have been in possession of the party before its disclosure, or which was disclosed to the receiving party by a third-party without confidentiality obligations.
11.3 Each party is entitled to use the experience and skills gained from this business relationship.
11.4 The obligations based on this clause 11 shall be in effect until three (3) years have passed since the termination of the Agreement.
12 Export control and international sanctions
12.1 The Customer must not access, download, use or export the Software, Third-part software and/or MagiCAD Online Applications in violation of EU and UN export control regulations and international sanctions. The Customer must not access or use any Software, Third-part software and/or MagiCAD Online Applications from within an EU and UN sanctioned location or if The Customer appears on any international sanctions list. The Customer agrees and certifies that it will not transfer or grant access to the Software, Third-part software and/or MagiCAD Online Applications to any country, person or entity subject to EU and/or U.S. export restrictions and international sanctions.
12.2 The Customer is solely responsible for compliance with all export control requirements and international sanctions applicable to it, and it will defend, indemnify, and hold the Supplier harmless against any liability (including attorneys’ fees) arising out of Customer’s failure to comply with the terms of this section.
12.3 The Licensor reserves the right to suspend or terminate Software, Third-part software and/or MagiCAD Online Applications for failure to comply with export control regulations and international sanctions or if the Licensor determines in its sole discretion that sanctions and/or export control related laws and regulations restrict the provision of services to the Customer.
13 Termination of Agreement
13.1 Each party will be entitled to terminate the Agreement for cause with immediate effect if the other party has materially breached the terms of the Agreement. The notice of termination must be made in writing. A breach will be deemed material if the party has notified in writing the other party about the breach, and the other party has not remedied or corrected the breach within thirty (30) days from the receipt of such notification.
13.2 If the main obligations of the Agreement are not fulfilled, the Agreement may be terminated with immediate effect by written notice by the non-defaulting party in the event that the other Party suffers distress or execution or commits an act of bankruptcy or goes or is put into liquidation (otherwise than solely for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any part of such other Party’s business or if an administration order is made in respect of such other Party.
13.3 Either party has the right to terminate the Agreement if the fulfilment of obligations under the Agreement becomes impossible due to a force majeure event as defined in clause 11, or the fulfilment is delayed for the said reason, or will be delayed for more than four (4) months.
13.4 The termination of the Agreement for whatever reason will not affect such terms that are agreed, or by their nature are intended, to survive the termination, for example obligations of confidentiality and clauses on governing law and dispute resolution.
14 Liability for damages and limitation of liability
14.1 The Supplier’s aggregate liability for any direct and proven damage to the Customer resulting from the Agreement is limited to a maximum of 20 percent of the total price of the Agreement excluding added value tax.
14.2 The Supplier has no liability for any indirect or consequential damage or loss of profits such as losses due to interruptions in the Customer’s business or sales or destruction or alteration of data. The Supplier is not liable for any damage to the operating environment or other equipment resulting from the use of the Software, third-party software or results of support or other services, including malfunctions due to modifications made in the Customer’s operating environment without the Supplier’s authorisation.
14.3 Regarding third-party software, the Supplier’s liability shall always be limited to the purchase price paid by the Customer to the Supplier for the defective third-party software.
14.4 The limitations of liability will not apply to damage and losses caused through wilful misconduct or gross negligence.
15 Notices
15.1 All complaints, communications, and notices between the parties shall be sent in writing by way of mail, or email to the addresses designated in the Agreement or to an address later notified by a party to the other party for such purposes.
15.2 A complaint or other notice sent by way of email shall be deemed received when the receiving party has sent an acknowledgement of receipt to the sending party. Such acknowledgement may not be unduly delayed. The acknowledgement shall be sent primarily to the sending party’s email address, and secondarily by way of post.
16 Applicable law and resolution of disputes
16.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Sweden.
16.2 The parties shall act in good faith to resolve any dispute arising between them over the fulfilment of the obligations under the Agreement by way of negotiations.
16.3 Should such negotiations fail to lead to a resolution within a month, any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The award of the arbitration will be final and binding upon the parties.
17 Other terms
17.1 All modifications, additions, and updates to the Agreement and its appendices shall be made in writing and become binding when signed by both parties or otherwise appropriately approved by both parties.
17.2 In case of a dispute, priority is given to the appendix with a later date. Original documents enclosed in the Agreement at the time of signing need not be dated separately.
17.3 A party may not transfer the Agreement or his rights and duties under the Agreement to a third-party without a prior written consent by the other party, which consent the other party may not unreasonably withhold. However, a transfer of receivables is permitted.
17.4 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
17.5 A party may, without prejudice to other similar situations, choose not to exercise a contractual right in a certain situation. Any waiver of rights needs to be made in writing.
17.6 Should any provision of the Agreement be declared unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect to the fullest extent permitted by law. The parties shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the parties.
17.7 The parties shall always remain independent contractors. Nothing in the Agreement will be considered to constitute a joint venture, partnership, agency, representative, or employment relationship between the parties. Neither party shall be entitled to make any commitments on behalf of the other party.
18 Special terms regarding Support services for MagiCAD software (also applicable for Support and eLearning bundle)
18.1 General
The Supplier shall provide the Customer with Support services if and to the extent agreed in the Agreement. The content and period of the Support services will be according to the Agreement and/or service-level agreement.
18.2 The Supplier shall keep the Customer informed of all changes in support channels.
18.3 Customer shall use only dedicated support channels to contact The Supplier in Support matters. Unless agreed otherwise the Support languages are stated in the corresponding service-level agreement.
18.4 Cost of the Support services for MagiCAD Software
The cost of a Support service shall be based on the Software, the length of the Support period, the number of licenses and any separately agreed priority classification that the Customer may have.
18.5 The Supplier may adjust the cost of Support by advising the Customer no later than two (2) months prior to the start of a new support period.
18.6 Support service period
The Support service period is stated in the Agreement or invoice.
18.7 If the Support service is not terminated in writing, Support shall be extended automatically by subsequent new Support period of 12 (twelve) months unless otherwise agreed.
18.8 The party shall notify in written termination of a Support service if any no later than one (1) month before a new Support period would begin.
18.9 The Support service may also be terminated in circumstances described in clause 13.
18.10 The Supplier’s obligation to provide Support services shall cease as soon as the License or the Support service is terminated. Only if the License or the Agreement is terminated due to a reason attributable to the Supplier, payments already made for the respective portion of cancelled Support period shall be reimbursed.
19 Special terms regarding maintenance services for MagiCAD software
19.1 General
The Supplier shall provide the Customer with a maintenance service according to the Agreement.
19.2 Content of maintenance service
According to the provided maintenance services, the Customer will be entitled to receive any update versions of standard Software that the Supplier publicly releases during the maintenance period specified in the Agreement. The number of Licenses supplied to the Customer which are applicable for update versions shall be indicated in the Agreement.
19.3 The maintenance services will not entitle the Customer to receive any other services such as Support, training, consultancy, repair, or other work performance of the Supplier.
19.4 Other terms related to maintenance service
The provision of a maintenance service is connected to the Customer’s place of business and the Licenses obtained by the Customer. The Customer’s place of business and contact persons shall be indicated in the Agreement.
19.5 The maintenance services are available only for the most recent update version of the Software.
19.6 The maintenance services can only be entered into in connection with the acquisition of a new Software, uplift, or update version.
19.7 Cost of maintenance service
The price of the maintenance service shall be based on the Software, the length of maintenance period and the number of Licenses.
19.8 If the Customer has a valid maintenance agreement and wishes to increase the number of Licenses which are covered by the maintenance agreement, unless otherwise agreed, the price for this shall be calculated in accordance with a monthly fee (calculated based on the annual fee) for the entire following maintenance agreement term. After this, all Licenses shall have the same maintenance agreement term. The cost of the maintenance renewal shall be calculated in accordance with the total number of Licenses that are covered by the maintenance agreement.
19.9 The Supplier may adjust the cost of maintenance services by advising the Customer no later than two (2) months prior to the start of a new maintenance period.
19.10 Maintenance service period
The maintenance service period will start from the first day of the month following the order or purchase date and continues for one (1) year unless otherwise agreed.
19.11 If a maintenance service period is not terminated in writing, the maintenance service shall be extended automatically by subsequent new maintenance periods of one (1) year.
19.12 The Party shall notify termination of a maintenance agreement no later than one (1) month before a new maintenance period would begin.
19.13 The Customer shall receive an invoice for a new maintenance period no later than sixty (60) days prior to the expiration of the ongoing active service period. If the Customer wishes to terminate the maintenance agreement, the Customer shall give the notice of termination no later than thirty (30) days after an invoice date. Otherwise, the maintenance agreement shall be deemed to be renewed, and the maintenance service shall continue as normal.
19.14 The maintenance agreement may also be terminated in circumstances described in clause 11.
20 Special terms regarding Training Services
20.1 General
The Supplier shall provide the Customer with Training Services if and to the extent agreed in the Agreement between the parties.
20.2 The number of training hours or days included in the Training Services, the maximum number of participants, the scope of the training and other details of the Training Services will be specified in the Agreement.
20.3 Training Services purchased by the Customer must be utilised within nine (9) months from the date of the Agreement. Any Training Services not utilised by the end of this nine (9) month time frame shall expire and become void, and no refund whatsoever shall be given.
20.4 Training materials
All intellectual property rights in any training materials provided by the Supplier in any form (including in relation to the eLearning Training Services) belong to the Supplier or its licensors.
20.5 The Customer shall not copy, share, modify, transmit, distribute, store in a retrieval system or in any way commercially exploit the training materials provided by the Supplier without the prior written consent of the Supplier.
20.6 The Customer acknowledges that the training materials made available by the Supplier have not been developed specifically for the Customer and are provided ”as-is” and ”as-available” without warranties of any kind. All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
20.7 The Supplier does not warrant that the training materials will be error free or free from technical inaccuracies, nor free of viruses, or other harmful matter. The Supplier excludes all liability for the cost of any necessary service, repair, or correction incurred by the Customer due to its receipt or use of the training materials.
20.8 The Supplier may make improvements, or changes, to the training materials at any time without prior notification.
20.9 No reimbursement of expenses
Under no circumstances shall the Customer be reimbursed for out-of-pocket or other expenses incurred in connection with the Training Services and/or their cancellation.
20.10 Cancellation terms for public Training Services
In the event of cancellation by the Customer, and subject to clause 18.3, the Customer will be permitted to reschedule the Training Services, provided that written notification of cancellation is received by the Supplier at least 14 days prior to the training date. Cancellation notifications received less than 14 days before the training date will not entitle the Customer to reschedule the Training Services and therefore the charges for the Training Services will be payable in full. No refund will be given.
20.11 Refunds will also not be given for a “no show” on the day and therefore the charges for the Training Services will be payable in full.
20.12 The Supplier reserves the right to cancel or reschedule a training course due, including but not limited to, force majeure, lack of participants, classroom, equipment, or trainer availability up to 7 (seven) days prior to the agreed training date without liability to the Customer.
20.13 Cancellation terms for Customer specific in-house Training Services
Unless otherwise agreed, Training Services held in-house at Customer’s premises, will be invoiced prior to the course being held and must be paid for in full, prior to the date of the training. Subject to clause 18.3, the Customer may reschedule the Training Services provided that written request of rescheduling is received by the Supplier at least 14 days prior to the training date. Any additional costs incurred by the Supplier and additional work conducted by the Supplier prior to the course in regard to course content will be invoiced to the Customer and will be payable in full. Written requests received less than 14 days before the training date will not entitle the Customer to reschedule the Training Services and the charges for the Training Services will be payable in full. No refund will be given.
20.14 The Supplier may reschedule any training course at any time due to unforeseen circumstances beyond its control. The Training Services purchased by the Customer shall be rescheduled to a later date as agreed between the Supplier and the Customer.
21 Special terms regarding consultancy services
21.1 General
The Supplier shall provide the Customer with consultancy services if and to the extent agreed in the Agreement between the parties.
21.2 The number of consultancy hours or days included in the consultancy services, the scope of the consultancy services, the maximum number of participants and other details of the consultancy service will be specified in the Agreement.
21.3 Unless otherwise agreed between the parties, the deliverables prepared by the Supplier in the performance of the consultancy services (excluding any pre-existing intellectual property rights) (the ‘Deliverables’) shall be the property of the Customer.
21.4 The Customer shall not copy, share, modify, store in a retrieval system, transmit, distribute, or in any way, commercially exploit the materials (excluding the Deliverables) provided by the Supplier without the prior written consent of the Supplier.
21.5 The Customer grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable license to use any materials (including but not limited to logos and trademarks) provided to the Supplier by or on behalf of the Customer for the purpose of fulfilling its obligations under the Agreement. The Customer warrants that the receipt and use of such materials will not infringe any intellectual property rights or other rights owned or controlled by any third party, and the Customer shall indemnify and keep indemnified the Supplier against all costs, claims and liabilities arising from a claim by any third party that such use breaches the intellectual property rights or other rights of such third party.
21.6 The charges paid by the Customer for the consultancy services are non-refundable.
21.7 Consultancy services purchased by the Customer must be utilised within nine (9) months from the date of the Agreement. Any consultancy services not utilised by the end of this nine (9) month timeframe shall expire and become void, and no refund whatsoever shall be given.
21.8 Acceptance
The Customer is responsible for carrying out the testing, examination, and verification of the executed work (including the Deliverables) based on its own materials, data and procedures during the Inspection period.
21.9 Where the Customer does not inform the Supplier within the Inspection period that the consultancy services delivered are not in accordance with the Agreement, the Customer shall be deemed to have accepted the consultancy services.
21.10 Warranty
The Supplier confirms that the consultancy services to be provided under this Agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices.
21.11 Except for the express warranties set forth in this clause 19, the consultancy services are provided on an ”as is” basis. The Customer’s use of the consultancy services, and for results obtained and conclusions drawn from such use, is at its own risk, and the Supplier shall have no liability in this regard. Supplier hereby disclaims, to the extent permitted by applicable law, all other warranties whether express, implied, statutory, or otherwise, regarding the consultancy services, including any implied warranties or conditions of quality, workmanship, or fitness for a particular purpose.
22 Special terms regarding eLearning services
The Supplier may offer the Customer eLearning services in accordance with the details set out in the Agreement.
22.1 To access the eLearning services, the Customer will need a MagiCADAccount. The Customer is responsible for its authorised users’ compliance with the Agreement, including their use of corporate individual emails for the registration and their account.
22.2 Access to the eLearning services is restricted to the number of authorised users set out in the Agreement and to whom the Supplier has provided access. Authorised users are expressly prohibited to share, transmit, distribute or in any way give access to the login details or the eLearning services to any third party. Nevertheless, administrator users may assign access to authorised users within limitations set out in the Agreement.
22.3 The Customer shall ensure that the authorised users use the eLearning services in accordance with the terms of the Agreement and shall be responsible for any authorised user’s breach of the Agreement and for the conduct of any persons who access the eLearning services using the login details allocated to an authorised user whether authorised to do so or not.
22.4 The eLearning services shall be provided on an “as-is” and “as-available” basis. The Supplier does not warrant that the eLearning services will be error free or free from technical inaccuracies, nor free of viruses, or other harmful matter. The Supplier excludes all liability for the cost of any necessary service, repair, or correction incurred by the Customer due to its receipt or use of the eLearning services. The Supplier solely decides on the pricing policy and/or availability, platform, and content of the eLearning services. Unless otherwise agreed, the eLearning services are provided in English.
22.5 The Customer acknowledges that the eLearning services have not been developed specifically for the Customer and are provided without warranties of any kind. All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
22.6 The Supplier reserves the right to change the content and the platform of the eLearning services at any time.
22.7 All intellectual property rights of the eLearning services belong to the Supplier or its licensors.
22.8 Except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties, and except to the extent expressly permitted under the Agreement, the Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, de-compile, reverse compile, reverse engineer, republish, download, display, transmit, or distribute all or any portion of the eLearning services in any form or media or by any means, access all or any part of the eLearning services in order to build a product or service which competes with the eLearning services, or use the eLearning to provide services to third parties.
22.9 The Customer and its authorised users are responsible for downloading any available certificates for the completed eLearning courses in a timely manner. The Supplier is not responsible for storing the certificates outside of the service period stated in the Agreement or in case the authorised user’s access to the eLearning services is limited by the Customer during the service period.
22.10 If the eLearning service is not terminated in writing, the service period shall be extended automatically by subsequent new service period of 12 (twelve) months unless otherwise agreed.
22.11 The party shall notify in written termination of eLearning service, if any no later than one (1) month before a new service period would begin.
22.12 The charges for the eLearning services set in the Agreement and are non-refundable.
22.13 No refund will be given where one or more authorised users fail to complete the course or any eLearning module(s) in the time available.
22.14 No refund will be given where the Customer does not utilise the full number of purchased courses.
23 Special terms regarding MagiCAD Online Applications
The Supplier may offer the Customer MagiCAD Online Applications in accordance with the details set out in the Agreement.
23.1 To access MagiCAD Online Applications, the Customer will need a MagiCAD Account. The Customer is responsible for its authorised users’ compliance with the Agreement, including their use of corporate individual emails for the registration and their account.
23.2 Unless otherwise agreed, access to MagiCAD Online Applications is restricted to the number of authorised users set out in the Agreement. Authorised users are expressly prohibited to share, transmit, distribute or in any way give access to the login details or MagiCAD Online Applications to any third party. Nevertheless, Primary Admin users may assign access to authorised users within limitations set out in the Agreement.
23.3 The Customer shall ensure that the authorised users use the MagiCAD Online Applications in accordance with the terms of the Agreement and shall be responsible for any authorised user’s breach of the Agreement and for the conduct of any persons who access MagiCAD Online Applications using the login details allocated to an authorised user whether authorised to do so or not.
23.4 Where applicable, the availability of MagiCAD Online Applications shall be as stated in the applicable service-level agreement. In the absence of applicable service-level agreement availability may occasionally be limited, including for maintenance. The Licensor also reserves the right to develop and modify MagiCAD Online Applications at any time. Consequently, MagiCAD Online Applications are provided on an “as-is” and “as-available” basis, and the Licensor gives no express or implied warranty or guarantee, including, without limitation, warranties of merchantability, fitness for any particular purpose, or performance.
23.5 The MagiCAD Online Applications’ subscription period is stated in the Agreement.
Customer Content
23.6 The Customer is responsible for its Customer Content, including its accuracy and compliance with applicable laws and regulations.
23.7 Under no circumstances the Supplier and/or Licensor shall be responsible for retaining the Customer Content after the termination or expiration of MagiCAD Online Applications’ subscription. When applicable, it is Customer’s sole responsibility to export its Customer Content and perform regular Customer Content’s backups. Customer will not have access to Customer Content after termination or expiration of the subscription term.
23.8 Customer retains all intellectual property and other rights to Customer Content. Customer hereby grants to the Licensor the non-exclusive, worldwide, irrevocable, royalty-free right: (i) to use, host, transmit, monitor, manage, replicate, access, store, and cache Customer Content during the subscription period to provide MagiCAD Online Applications to the Customer; (ii) on a perpetual basis: to create, use and disclose anonymized data for any purpose; and subject to confidentiality obligations and all applicable Data Protection Legislation, to use Customer Content to develop, maintain and improve its products, software, and services.
24 Special terms regarding the processing of Personal Data
24.1 General
These terms shall apply when the Supplier processes Personal Data on behalf of the Customer during the Contract. In such a case, the Supplier shall act as a Data Processor and the Customer shall remain as a Data Controller.
24.2 General Obligations in Personal Data Processing
The Supplier shall implement appropriate technical and organisational security measures to protect the Personal Data against accidental or unlawful destruction, loss, or alteration and against unauthorised disclosure, abuse, or other processing in violation of the provisions laid down in the Regulation (EU) 2016/679 of 27 April 2016 (referred to as the Data Protection Legislation).
24.3 The Supplier agrees not to process any Personal Data for other purposes other than needed to perform its obligations under the Agreement.
24.4 The Customer shall ensure that the processing of the Personal Data in connection with the transfer it to the Supplier, complies with the Data Protection Legislation.
24.5 Access to Personal Data
The Supplier shall ensure that the employees processing personal data on its behalf have committed themselves to the obligation of confidentiality regarding any Personal Data processed under the Agreement. The obligation of confidentiality will continue after the termination of the Agreement.
24.6 The Supplier shall limit the access to the Personal Data only to the personnel, who is directly involved to the project under the Agreement.
24.7 Transfer of Personal Data
The Supplier shall be entitled to transfer Personal Data freely both within and outside the European Economic Area (EEA) to perform its obligations under the Agreement.
24.8 The Supplier shall ensure that transfer of Personal Data complies with the Data Protection Legislation.
24.9 The Customer is entitled to receive information about the location of the Personal Data.
24.10 The Supplier shall choose its sub-processors including, but not limited to the service and platform providers, with due diligence.
24.11 If personal information processed under this Agreement is transferred from a country within EEA to a country outside of EEA, the Parties shall ensure that the personal information is adequately protected.
24.12 Sub-processing of Personal Data
To perform its obligations under the Agreement, the Supplier is entitled to use sub-processors in any of its processing operations performed on behalf of the Customer. Upon the Customer’s written request, the Supplier shall submit the information about its sub-processors to the Customer.
24.13 The Supplier shall ensure that the processing of Personal Data by its sub-processors is governed by contractual obligations.
24.14 The Agreement between the Supplier and its sub-contractor shall comply with these data processing terms and Data Protection Legislation.
24.15 Data Breach Notification
The Supplier shall without undue delay in writing notify the Customer in case of any identified or potential breach of Personal Data processed under the Agreement. The notification shall include any other information required for the Customer to comply with the Data Protection Legislation, including information about the nature of the breach and measurements taken to control it.
24.16 Return and Deletion of Personal Data
Upon the termination of the Agreement, the Parties shall agree on returning and/or deletion of Personal Data. The Customer may thereof request from the Supplier to provide documentation on the deletion of the Personal Data.
24.17 Confidentiality
Privacy and confidentiality clause 11 shall be applied in connection with Personal Data processing.
24.18 Termination
The obligations described in these terms shall stay in effect for as long as the Agreement remains in effect.