CoroPlus® Terms of service

^{Version:4/2023}

AREA OF APPLICATION: these terms of service (the “Agreement”) shall apply to Services provided by Sandvik to Customer.

Upon submitting a subscription order or by accepting an offer from Sandvik, or an Approved Source, you accept the terms and conditions of this Agreement on behalf of the Customer, you represent and warrant that: 

• (i) you have full legal authority to bind the Customer to this Agreement; 
• (ii) you have read and understand this Agreement; 
• (iii) you agree, on behalf of the Customer, to this Agreement; and 
• (iv) you agree, on behalf of the Customer, to ensure that all individual Users of the Service will comply with applicable sections of this Agreement as well as any applicable Acceptable Use Policy. 

If you do not have the legal authority to bind the Customer, do not click to accept, or sign a main agreement or similar referring to this Agreement or Use the Services.

By clicking accept, signing a main agreement or similar referring to this Agreement, or Using the Services, the Customer agrees to be bound by the Agreement and the Agreement enters into force (the “Effective Date”).

1. Access to the Service And Support

1.1. Subject to payment of the applicable fees and compliance with this Agreement, Sandvik will make the Services available to Customer on a non-exclusive basis in accordance with this Agreement, the applicable Order Forms and the Documentation.

1.2. Sandvik will use commercially reasonable efforts to keep the Service available and accessible at all times. Nonetheless, interruptions and incidents will occur and Sandvik hereby disclaims any and all obligations or guarantees to keep the Service available. Sandvik may upon Customer’s request offer a separate Service Level Agreement (SLA).

1.3. Sandvik may update, improve, modify or otherwise change the Service at Sandvik’s discretion and without prior notice to the Customer. Such changes and modifications to the Service may include changes to the functionality, quality and/or scope of the Service. The Customer acknowledges that such changes and modifications, or other maintenance work, may lead to down-time and decreased availability in the Service. In the event of any changes to the scope or quality of the Service which is likely to have a material impact on the Customer’s ability to use the Service, Sandvik will use reasonable efforts to notify the Customer in advance.

1.4. Sandvik will provide Customer with applicable Sandvik standard support for the Services, as described in the Documentation or in the Order Form, at no additional charge. Additional or upgraded support may be available if purchased separately. Sandvik may also provide professional services subject to separate agreement, for example in relation to installation, integrations, training or other agreed services.

2. Use of the Service

2.1. Unless otherwise set out in an Order Form, access to the Service is purchased as subscriptions. The details of the subscription, including the term and duration of Customer’s subscription period, applicable fees and payment terms, details on the type or version of Service and any usage limits (e.g. number of concurrent Users), is set out in the Order Form.

2.2. To access the Service, the Customer, as well individual Users who the Customer designates to Use the Service, may need to create an Account. The Customer shall be solely responsible for any activities conducted through its Account or by individual Users. All Use of the Service must be in strict compliance with the Acceptable Use Policy, the Documentation and this Agreement. The Customer undertakes to indemnify and hold Sandvik, its Affiliates or any Approved Source, harmless and upon Sandvik´s request defend Sandvik, its Affiliates or an Approved Source, from any claim, proceeding, liability, loss, cost or expense inflicted upon or incurred by Sandvik, its Affiliates or an Approved Source, resulting from any use of the Service by the Customer’s Users or by a third party who has obtained, lawfully or unlawfully, access to the Service (including content) thereof from the Customer or the Customer’s Users (or through any passwords or other access credentials provided to or used by the Customer or the Customer’s Users), including, but not limited to, claims from third parties, damages, lost profits and additional fees for Sandvik, or its Affiliates, or other costs, including reasonable attorney's fees.

2.3. Customer shall not (and shall not allow any third party to) during the term of this Agreement or at any time thereafter:

2.3.1. transfer, sublicense, or assign the Customer’s rights under this Agreement to any other person or entity, except for the employees, contractors, representatives and officers of the Customer who have been designated by the Customer as Users pursuant to this Agreement and subject to the Acceptable Use Policy;

2.3.2. modify, adapt or create derivative works of any part of the Service or reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive any source code, underlying ideas, algorithms, libraries, file formats, data, databases or programming interfaces for the Service;

2.3.3. access the Services or Sandvik Content in order to build a competitive product or service;

2.3.4. distribute, publish, or otherwise make any Sandvik Content, Documentation or other part or functionality of the Service available to third parties, whether as an application service provider, or on a rental, service bureau, hosted service, cloud service or other similar basis; or

2.3.5. remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Service or Sandvik Content; or

2.3.6. access the Service from any location prohibited by Export Laws or if otherwise prohibited for the Customer by Export Laws and the Customer shall not grant access to a person or entity listed on a sanctioned party list, including without limitation European Union Sanctions List, US Specially Designated National (SDN) lists, US Denied Persons List. “Export Laws” means all national and international export and re-export control regulations including, but not limited to, those of the European Union, of the United States of America and regulations of any other country or jurisdiction which may apply.

2.4. There may be technical requirements set out in the Documentation which need to be fulfilled by the Customer for the Service to function properly. The Customer is fully responsible for ensuring that all such technical requirements are fulfilled as described in the Documentation.

2.5. Customer shall ensure that the Service is properly tested prior to any Use, as necessary to ensure safe and correct Use of the Service. The Customer assumes sole responsibility for all Output Data and any other data and results obtained from its use of the Service, and for conclusions or courses-of-action drawn from such use, and for maintaining validation, error correction, back up and reconstruction of its own data input to, or output by, the Service.

2.6. The Customer is responsible for ensuring that its Use of the Service as well as Third Party Content complies with all relevant terms and conditions as well as applicable legislation, including (without limitation) laws related to manufacturing and Export Laws, and will indemnify Sandvik, its Affiliates and any Approved Source, against any damages, claims, losses and costs resulting from any such incorrect or illegal use. The Customer represents and warrants not to use the Service in any way to create, upload, or otherwise use any documents restricted by the U.S. International Traffic in Arms Regulations (ITAR).

3. Free trials and beta versions

3.1. Sandvik may offer a Service to the Customer at no charge for a limited period e.g. for trial use (“Free Trial”) if set out in the Order Form. The Customer’s use of a Free Trial is subject to any additional terms that Sandvik may specify and is only permitted during the term designated by Sandvik in the Order Form (such term not to exceed a maximum period of 30 days unless otherwise specified).

3.2. Sandvik may offer Customers access to a Service which is not yet an official product and has not been commercially released for sale by Sandvik (the “Beta Service”). Where specified in the Order Form that the Customer is provided access to a Beta Service, the following shall apply and shall have precedence over any conflicting terms in this Agreement: Customer acknowledges and agrees that: 

• (a) the Beta Service is not yet an official product and has not been commercially released for sale by Sandvik; 
• (b) the Beta Service may not operate properly, be in final form or be fully functional; 
• (c) the Beta Service may contain errors, design flaws or other problems; 
• (d) it may not be possible to make the Beta Service fully functional; 
• (e) Sandvik may update, improve, modify or otherwise change the Beta Service at Sandvik’s discretion and without prior notice to the Customer; 
• (f) the information obtained using the Beta Service may not be accurate and may not accurately correspond to information extracted from any database or other source; 
• (g) use of the Beta Service may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss;
• (h) Sandvik is under no obligation to release a commercial version of the Beta Service;
• (i) any Customer Data uploaded or created during use of the Beta Service and/or Derived Data may, in Sandvik’s sole discretion, be migrated to a subsequent version of the Service, if released; and 
• (j) Sandvik may choose at any time to abandon development of the Beta Service without any obligation or liability to the Customer.

4. Fees and Payment

4.1. Customer shall pay all fees set out, and according to the payment terms, in the applicable Order Form, by recurring payment card charges made on the first day of each subscription period or by invoice within thirty (30) days from the invoice date. Payment shall always be made by the start date when paying by credit card and prior to the start date of the Service when paying by invoice. Unless otherwise set out in an Order Form, 

• (i) fees are based on purchases of Services subscriptions and not on actual usage, 
• (ii) any payment obligation is non-cancellable and fees paid are non-refundable except as specifically agreed between the Parties (e.g. in an SLA), 
• (iii) the number of subscriptions or usage limits cannot be decreased during the relevant subscription term, and 
• (iv) purchases are not contingent on the delivery of any future functionality or features, or any public comments made by Sandvik regarding future functionality or features.

5. Suspension

5.1. Sandvik reserves the right to restrict functionality or suspend the Service (or any part thereof), the Customer’s or Users’ Account or right to access and use the Service previously purchased or otherwise acquired by Customer and to take all other actions permitted by law in the event

5.1.1. Sandvik determines that there is a general security or operational risk to the Service;

5.1.2. required by law or regulation;

5.1.3. Customer fails to pay in full when due all amounts to Sandvik or to an Approved Source as applicable; or

5.1.4. Sandvik has reason to believe that Customer has acted in breach of this Agreement.

If the cause can be remedied, Sandvik will notify the Customer of the steps needed to restore the Service. If the Customer fails to take such steps within a reasonable period of time, Sandvik may terminate this Agreement and/or the relevant subscription. Sandvik shall not be liable to the Customer or any third party for any such modification, suspension or discontinuation of the Customer’s rights to access and Use the Service.

6. Intellectual property rights

6.1. Sandvik, its Affiliates or its licensors retain ownership of all intellectual property rights in and to the Service, including copies, improvements, enhancements, derivative works and modifications thereof. Any intellectual property rights created by, or arising as a result of, the Customer’s use of the Service shall vest with Sandvik.

6.2. The Customer’s rights to access the Service (including Sandvik Content or Output Data) are limited to those expressly granted by this Agreement and any applicable Order Form. No other rights with respect to any part of the Service or any related intellectual property rights are granted or implied.

6.3. The Customer agrees that any submission of feedback, suggestions, ideas, or other information or materials regarding the Service that the Customer or Users provide, whether by email, through the Service, in meetings or otherwise (“Feedback”) is at Customer’s own risk and that Sandvik has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. The Customer agrees that Sandvik and its Affiliates may, and are granted a worldwide, perpetual, irrevocable and royalty-free license to, freely use, display, distribute, adapt, modify and otherwise commercially or non-commercially exploit Feedback for any business purpose, including development of products and services. In the event Sandvik or one of its Affiliates elects to use any Feedback provided by the Customer, no compensation is payable to the Customer.

The Service may contain certain Third Party Content, which is provided and licensed solely under the terms and conditions provided by its respective suppliers. Third Party Content provided or made accessible together with the Service are further described in the Documentation, including links to relevant terms and conditions. Sandvik and its Affiliates assume no liability whatsoever for Third Party Content, or any errors in the Service (or any other liability whatsoever) that may occur as a result of Third Party Content. Further, the Customer may, if the Service supports such functionality, add additional Third Party Content not provided or made accessible together with the Service. Sandvik does not support or endorse the use of any Third Party Content not listed in the Documentation.

7. Data Collection and Management

7.1. Customer Data

7.1.1. In connection with providing the Service, Sandvik and its Affiliates will collect, store, and process Customer Data. Sandvik and its Affiliates undertake to implement security solutions in accordance with generally accepted industry standards designed to protect Customer Data within Sandvik’s control from destruction, unauthorized access or disclosure, as specified in the Documentation. Customer is encouraged to implement its own backup solutions for Customer Data. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and warrants that it has all rights necessary to submit any Customer Data or Feedback.

7.1.2. Sandvik or its Affiliates make no claim to ownership of the Customer Data. Customer authorizes Sandvik and its Affiliates, and grants a non-exclusive, worldwide, royalty-free license, to use, copy and modify Customer Data 

• (i) to provide the Service and to allow Sandvik or its Affiliates to perform in accordance with this Agreement (including, but not limited to, conducting maintenance and providing customer support, installation services or other services on Customer’s request); 
• (ii) to analyze, develop and improve the Service or other products or services (including to generate Derived Data); and 
• (iii) as otherwise required to comply with applicable laws or regulations. 

The licenses granted herein shall remain in force until Customer chooses to remove Customer Data or deletes its Account where such Customer Data is stored. Any use of Customer Data by Sandvik is subject to the terms of this Agreement and any applicable data protection laws and regulations.

7.2. Derived Data

7.2.1. The Customer agrees and acknowledges that Sandvik has the right to create, obtain, collect, store, process and use Derived Data. All rights, title and interest in relation to Derived Data will be exclusively retained by Sandvik. For the avoidance of doubt, Sandvik and its Affiliates may freely use, amend or share any Derived Data for its business purposes as it deems fit, including, but not limited to for the development and marketing of current and future products or services, regardless of the fact that the initial information (Customer Data) is owned by the Customer. For the avoidance of doubt, Derived Data will not contain any Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679) and Sandvik will not use the Derived Data in any way which identifies the Customer. Customer acknowledges and agrees that Sandvik will not provide any copies of (or information about) Derived Data to Customer, and that Sandvik will not be required to cease use of or return or destroy any such Derived Data (upon termination of this Agreement, Account deletion, cease of Beta Service or otherwise).

8. Personal data processing

8.1. In the provision of the Service, Sandvik may process Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679)) related to persons employed or otherwise engaged by the Customer, e.g. in relation to hosting, support and maintenance, if Customer Data contains Personal Data, or to provide support or services requested by the Customer. Customer will be the data controller for such processing of Personal Data and Sandvik will be engaged by Customer as a data processor pursuant to General Data Protection Regulation (EU) 2016/679). Pursuant to such engagement, the parties agree a separate schedule to this Agreement, the Data Processing Agreement (DPA) which shall govern the processing of Personal Data under this Agreement.

8.2. As described in Sandvik’s privacy notice, which is made available on the Homepage and to Users upon Account registration, Sandvik may also collect and process Personal Data from individual Users as a data controller. In such cases, Sandvik will only process Personal Data in accordance with Sandvik’s privacy notice and applicable data protection laws and regulations. Information about what rights Users have relating to their Personal Data, and how they can be exercised, are explained in Sandvik’s privacy notice and the Customer shall bring this information to Users’ attention.

9. Confidentiality

9.1. Except as otherwise set forth in this Agreement, each Party (the “Receiving Party”) undertakes to treat Confidential Information shared by the other Party (the “Disclosing Party”) as confidential and not to disclose any Confidential Information to any third party or use such Confidential Information for any other purpose than for the due performance of this Agreement. This Section shall not extend to any Confidential Information which 

• (i) was rightfully in the possession of the Receiving Party prior to the commencement of the negotiations leading to the Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Agreement); 
• (ii) was or is independently developed by the Receiving Party or its representatives as proven by its written records; 
• (iii) was disclosed to the Receiving Party or its representatives by a third party not under any obligation to keep such Confidential Information confidential, provided that the Receiving Party shall not corroborate Confidential Information disclosed to it by a third party or otherwise further disseminate such Confidential Information; or 
• (iv) must be revealed due to law or by order of a judicial or governmental authority or by any applicable stock exchange regulations or the regulations of any other recognised market place, provided that the Receiving Party notifies the Disclosing Party of the demand for disclosure promptly and as far in advance of the date of disclosure as circumstances reasonably allow (provided such notice is legally permitted) as to allow the Disclosing Party to seek protective order or other appropriate remedy.

9.2. The Receiving Party shall not without the prior written consent of the Disclosing Party divulge any part of the Confidential Information to any person except to 

• (i) the Receiving Party’s employees and third party consultants on a strict need to know basis;
• (ii) the Receiving Party’s auditors and any other persons or bodies having a right, duty or obligation to know the business of the Receiving Party and then only in pursuance of such right, duty or obligation; 
• (iii) as regards the Customer, any person who is from time to time appointed by the Customer to maintain any equipment on which the Service is being used (in accordance with the terms of this Agreement) and then only to the extent necessary to enable such person to properly maintain such equipment; and 
• (iv) as regards Sandvik, any person who is from time to time appointed by Sandvik to provide, develop, design, configure, support, maintain or otherwise use the Service and then only to the extent necessary to perform such task. 

Each Party undertakes to ensure that the persons and bodies mentioned in this Section are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other Party in accordance with this Agreement. Each Party shall be responsible for the acts and omissions of such persons and bodies to whom such Party divulges such information, with respect to any access, use, protection or disclosure of such information, as if such Party had engaged in such acts and omissions.

10. Disclaimer and No Warranty

10.1. Except for any specifically agreed upon limited warranty as exhaustively set forth in the order form and/or the documentation, the service is provided "as is", "as available" and "with all faults". To the fullest extent permissible by law, Sandvik does not make any representations or warranties or endorsements of any kind whatsoever, express or implied, as to: 

• (a) the service; 
• (b) the documentation; 
• (c) the output data; 
• (d) security associated with the transmission of information to Sandvik; or 
• (e) third-party content and/or other associated services provided or made available as part of or together with the service. 

In addition, Sandvik hereby disclaims all warranties, express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.

10.2. Sandvik does not represent or warrant that any part of the service, output data or third-party content will be available, error-free or uninterrupted; that incidents or defects will be corrected; or free from any harmful components, including, without limitation, viruses or malware. Sandvik does not make any representations or warranties that sandvik content or the information, data or recommendations from the service (including any output data) are accurate, complete, or useful.

10.3. The customer acknowledges that its use of the service, output data and third-party content is at its sole risk. Sandvik does not warrant that the customer’s use of the service, output data, third-party content or other result from the service, is lawful in any particular jurisdiction, and Sandvik specifically disclaims such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the customer to the extent such jurisdiction's law is applicable to the customer and these terms.
                

11. Infringement indemnity

11.1. Sandvik shall defend the Customer against any third-party claim that the Customer’s permitted Use of the Service, including Sandvik Content, infringes any intellectual property rights in the EU as of the Effective Date, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims subject to the limitations in this Section 11 and Section 12, provided that 

• (i) Sandvik is given prompt notice of any such claim; 
• (ii) the Customer provides reasonable co-operation to Sandvik in the defense and settlement of such claim; and 
• (iii) Sandvik is given sole authority to defend or settle the claim.

11.2. In the defense or settlement of any claim, Sandvik may procure the right for the Customer to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available in Sandvik’s sole discretion, terminate this Agreement with immediate effect. The Customer shall in case of such termination by Sandvik be obliged to stop using the Service and the Customer will, as full and final compensation, obtain a refund equal to any prepaid fee pro rata to any remaining period of time for which Customer is licensed to use the Service according to the Order Form.

11.3. In no event shall Sandvik, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on or results from 

• (i) a modification of the Service (or any part thereof) by anyone other than Sandvik; 
• (ii) the Customer’s use of the Service (or any part thereof) in breach of this Agreement, the Acceptable Use Policy, the Documentation or in a manner contrary to the instructions given to the Customer by Sandvik; 
• (iii) any Customer Data; 
• (iv) the Customer’s Use of the Service (or any part thereof) after notice of the alleged or actual infringement from Sandvik or any appropriate authority; or 
• (v) the use of or combination with any Third Party Content or with any models, designs, plans, instructions, specifications, diagrams or the like not provided by Sandvik, provided that such use of or combination with the models, designs, plans, instructions, specification, diagrams or the like are the basis for the infringement claim.

11.4. Sandvik’s liability under this section will be reduced proportionately to the extent the liability was caused or contributed to by an act or omission of Customer or any of its personnel.

11.5. The foregoing state the Customer’s sole and exclusive rights and remedies, and Sandvik’s (including Sandvik’s Affiliates, employees’, agents’ and sub-contractors’) entire obligations and liability, for any alleged or proven infringement of any intellectual property rights.
              

12. Limitation of Liability 

Nothing in this agreement excludes the liability of either party 

• (i) for fraud or fraudulent misrepresentation; or 
• (ii) for death or personal injury caused by gross negligence or wilful misconduct.

Subject to section 1.1: in no event will sandvik be liable for the following, regardless of the theory of liability or whether arising out of the use or inability to use the service or otherwise, even if sandvik  has been advised of the possibility of such damages: 

• (a) indirect, incidential, exemplary, punitive, special or consequential damages; 
• (b) loss or corruption of data/information or interrupted or loss of business; or 
• (c) loss of revenue, profits, goodwill or anticipated sales or savings. 

Further, sandvik and its licensors will not under any circumstances be liable for any loss, damage or injury whether to persons, machines, tools, workpieces other tangible property or any monetary loss or damage, that could have been avoided by the user’s compliance with the acceptable use policy and proper use of the service.

Subject to Section 1.1: Sandvik’s total liability in contract (including in respect of the indemnity in Section 11, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total amount paid by customer for the service to which the claim relates during the 12 months immediately preceding the date on which the claim arose.

13. Term and Termination

13.1. This Agreement is effective as of the Effective Date and shall continue until terminated in accordance herewith or until all subscriptions have expired.

13.2. The term of each subscription will be as set forth in the applicable Order Form. A subscription will be automatically renewed for additional subscription period(s) unless either Party gives notice of termination in accordance with the online procedures set out on the Homepage or in the Order Form.

13.3. Termination:

13.3.1. Either party may terminate this Agreement if the other party: 

• (a) fails to cure any material breach (including, but not limited to, late payment by Customer) of this Agreement within thirty (30) days after receipt of written notice of such breach; 
• (b) ceases operation without a successor; or 
• (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within thirty (30) days thereafter).

13.3.2. Sandvik may terminate this Agreement with immediate effect in case of a change of control of Customer (whereby ‘control’ shall mean more than 50 % of the votes or shares in Customer), provided that such change, in Sandvik´s reasonable opinion, materially and adversely affects the commercial relationship between the Customer and Sandvik or any of its Affiliates.

13.3.3. Sandvik may terminate this Agreement for convenience by giving at least fifteen (15) days’ prior notice.

13.4. Effect of Expiration or Termination:

13.4.1. In the event of Sandvik’s termination following a change of control under Section 13.3.2 or for convenience under Section 13.3.3, Sandvik shall refund any prepaid fee pro rata to any remaining period of time for which Customer is licensed to Use the Service.

13.4.2. Upon expiration or termination of this Agreement, regardless of cause, the Customer shall cease any and all use of the Service, and, if requested by Sandvik, destroy or return all copies of Documentation and so certify to Sandvik in writing.

13.4.3. Upon expiration or termination of this Agreement, regardless of cause, Sandvik 

• (i) may immediately suspend and revoke the Customer’s right to access and Use the Service, and, provided that the Customer has not removed its Customer Data or deleted its Account where such Customer Data is stored 
• (ii) undertakes not to delete Customer Data during a period of 180 days from the date of expiration or termination, and 
• (iii) undertakes to, free of charge during said period, make the Customer Data available to the Customer for downloading in a format generally available in the market. 

Following such period, Sandvik has no obligation to maintain or make available any Customer Data to the Customer and has the right but not the obligation to 

• (i) permanently delete all Customer Data in Customer’s Account; and 
• (ii) maintain Customer Data that Customer or any of its individual Users has not deleted from its Account, subject to the terms and conditions of this Agreement.

13.5. Any provision that by the very nature of which should survive, shall survive any termination or expiration of this Agreement.

14. General

14.1. Assignment: Neither this Agreement nor any rights or obligations of the Customer hereunder shall be assignable or transferable by the Customer, and any purported assignment or transfer in violation of the foregoing shall be null and void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Sandvik may assign this Agreement in whole or in part in its sole discretion.

Notwithstanding the use of any Approved Source, Sandvik retains all rights to act against the Customer in order to protect its interests. The obligations on the part of the Customer and the rights and limitations of liability on the part of Sandvik contained in this Agreement shall, mutatis mutandis, apply, operate and take effect also for the benefit of, and shall be enforceable by, Sandvik’s Affiliates and Approved Sources, their successors and assigns, jointly and severally.

14.2. Severability: If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

14.3. Amendments: This Agreement may be supplemented, modified or amended unilaterally by Sandvik at any time (provided that such amendments will not apply retroactively) by way of applicable Sandvik online terms or Sandvik website terms accepted by the Customer from time to time (including shrink-wrap, click-wrap, click-through, click-accept or by continuing to Use the Services after due notification). If the Customer do not agree to the supplemented, modified or amended Agreement, the Customer must stop Using the Service.

14.4. Construction and Interpretation: The original of this Agreement has been written in English. Customer waives any rights it may have under the law of its country to have this Agreement written in the language of that country. This Agreement shall be equally and fairly construed without reference to the identity of the party preparing this document as the parties have agreed that each participated equally in negotiating and preparing this Agreement, or have had equal opportunity to do so. The parties waive the benefit of any statute, law or rule providing that in cases of uncertainty, contract language should be interpreted most strongly against the party who caused the uncertainty to exist. The headings and titles to the articles and sections of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

14.5. Entire Agreement: This Agreement (including the Acceptable Use Policy, the Order Form and the Documentation) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

15. Governing Law and Arbitration

15.1. The Agreement shall be governed by, and construed and enforced in accordance with the substantive laws of Sweden without regard to its principles of conflicts of laws.

15.2. Any and all 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 arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of the arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be English.

15.3. The Parties undertake and agree that all arbitral proceedings conducted with reference to this Agreement will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings. Information covered by this confidentiality undertaking may not, in any form whatsoever, be disclosed by a Party to a third party without the prior written consent thereto of the other Party, save for to the extent that such disclosure is required mandatory under mandatory law or statute.

16. Definitions

16.1. “Acceptable Use Policy” means the acceptable use policy for the Service, as available on the Homepage or through the Service as updated by Sandvik from time to time.

16.2. “Account” means an account established by the Customer or a User to enable Users to Use or access a Service.

16.3. “Affiliate” means any individual or company which controls, is controlled by or is under common control with a Party, where “control” means the power to control the composition of the board of directors of such Party (whether by contract, corporate law or other means), the possession of more than half of the voting shares of such Party or the ability to consolidate such company’s financial statements with those of the Party in accordance with generally accepted accounting principles.

16.4. “Agreement” means these terms of service, including the Order Form, the Documentation, the Acceptable Use Policy, any Product Specific Terms and any other schedules or addenda hereto.

16.5. “Approved Source” means a reseller or agent authorized by Sandvik or its Affiliates to sell the Service.

16.6. “Confidential Information” means all non-public, business related or technical information, written or oral, disclosed by a Party under this Agreement, whether or not it is marked as confidential or not, including, but not limited to, the existence of this Agreement and any information designated or marked as confidential (or if it is apparent from the circumstances that the information is confidential), any trade secret, know how, invention, software program, source code, object code, application, documentation, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, or other business information. The Service and information generated or made available by Sandvik through or in connection with providing the Service (including Third Party Content, Sandvik Content, Derived Data and Documentation) constitutes Confidential Information of Sandvik. Customer Data constitutes Confidential Information of the Customer.

16.7. “Customer” means the legal entity subscribing to the Service under this Agreement.

16.8. “Customer Data” refers to 

• i) any Customer’s User data (such as user IDs), designs, files, models, tool and machine data, images, documents, information about vendors, manufacturers, customers, and all other data or information uploaded by the Customer or its Users into the Service; 
• ii) raw data and other data collected from the Customer’s machines, sensors, systems and environment which is transmitted to Sandvik or its Affiliates (such as machine ERP or MES data) and 
• iii) any Output Data.

16.9. “Derived Data” means anonymized and aggregated data (such as metadata, generated data, by-product data and information about usage of functions or features) which is collected, derived or obtained by Sandvik or its Affiliates based on Customer Data or otherwise in connection with Customer’s Use of the Service, through which neither the Customer nor particular Users are identifiable.

16.10. “Documentation” means the most recent written or online 

• (i) user manuals, 
• (ii) e-learning modules or other training materials, 
• (iii) technical requirements on the Customer’s machines or the Customer’s IT environment (e.g. infrastructure and network requirements), or 
• (iv) other documentation applicable to the Service which Sandvik may make available through the Service, on the Homepage or otherwise to the Customer from time to time.

16.11. “Homepage” means https://www.sandvik.coromant.com/en-gb/products/pages/digital-machining.aspx.

16.12. “Order Form” means the ordering document specifying the Services to be provided hereunder, including allowed level of usage and other details of the license such as quantity and term of subscriptions and from time to time applicable payment terms and price lists, that is entered into between Customer and Sandvik, its Affiliate or an Approved Source, including any Product Specific Terms addenda and supplements thereto.

16.13. “Output Data” means customer-specific output generated by the Customer’s Use of the Service which is made available to the Customer, such as NC-codes, designs, tool or machining recommendations, performance data and associated information (but excluding any Derived Data or Sandvik Data).

16.14. “Product Specific Terms” means terms from Sandvik that apply specifically to one or more particular Services and which form an integral part of this Agreement.

16.15. “Sandvik” means AB Sandvik Coromant, reg.no. 556234-6865, a limited liability company incorporated under the laws of Sweden having its registered office at SE-811 34 Sandviken, Sweden or, if specified in an Order Form, its designated Affiliate from which the Customer purchases a subscription.

16.16. “Sandvik Content” means tool data, machine data and any other know-how or information made available by Sandvik to the Customer via the Service.

16.17. “Service” means the products and services that are ordered by Customer under an Order Form and made available online by Sandvik or its Affiliates, including any associated client software or other offline components made available to access the Service, as described in the Documentation.

16.18. “Third Party Content” means software, software services, materials or content provided by third parties as part of or otherwise used together with the Service as specified in Section 6.4. For the avoidance of doubt, Sandvik Content does not constitute Third Party Content.

16.19. “Use” or “Using” means to access or otherwise use the Service or any part thereof.

16.20. “User” means an individual who is authorized by Customer to use a Service, for whom Customer has ordered and paid for the Service, and to whom Customer (or when applicable, Sandvik at Customer’s request) has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of Customer and third parties with which Customer transacts business.