From the legal eagles

Terms of Sale

Effective starting: January 18th, 2021

Use and access to ScaffPlan's software and services are subject to the Hosted Software Licence Agreement, with any quote (and the pricing therein) being made in reliance upon and based on these terms and conditions. Any quote and any performance by ScaffPlan thereunder is expressly limited solely to these terms and conditions. Any conditions imposed by the customer in connection to any purchase order, or acknowledgment or acceptance of this quote, or which seek to modify, supersede, supplement or otherwise alter these terms and conditions are rejected and will not be binding upon ScaffPlan unless expressly accepted in writing by an authorized representative of ScaffPlan. If there are discrepancies between the English version and any other language version of these terms, the English version shall take precedence.

Acceptance and Orders

“Authorized Distributor” shall mean an affiliated company of ScaffPlan, an authorized reseller of ScaffPlan, or a third party partner awarded by ScaffPlan, such as an integrator or a hardware provider, and as identified on Quotations and on the related order form and/or invoice.

Authorized Distributor’s quotations are non-binding unless otherwise expressly stipulated in writing. By placing an order with ScaffPlan the Customer confirms acceptance of these terms and conditions. Orders are accepted as valid and binding by ScaffPlan in a written order confirmation. Orders cannot be cancelled for any reason without ScaffPlan’s prior written consent.

Pricing, Invoicing, Terms of Payment + Taxes

The fees and prices are as set forth in quotes. The Customer shall make payment in the currency indicated on the invoice. ScaffPlan is entitled to offset payments against prior debt balances in the Customer’s account. ScaffPlan shall have the right to adjust its prices and any recurring fees from the beginning of each calendar year. ScaffPlan shall notify the Customer of the adjusted fees and prices well in advance and in any case no less than thirty (30) days prior to the end of the then-current License and/or Maintenance Term.

The first invoicing period for maintenance or recurring subscriptions shall be as specified in the invoice. The Term shall commence on the start date set forth in the order form and/or invoice (if any) or set forth to the processing date of the Order Form, and shall continue in effect for the initial period set forth in the Order Form (“Initial Term”). A fixed subscription will end after the Initial Term. Recurring subscriptions shall automatically renew on the date following the Initial Term (“Renewal Date”), or at each anniversary of the Renewal Date, for an additional twelve (12) months period on then-current fees for such renewals (the Initial Term and any renewal period are collectively referred to as “Term”), unless the Customer gives written notice of termination at least thirty (30) days prior to the expiration of the then-current Term. Maintenance and recurring subscriptions are invoiced annually, in advance.

The terms of payment are as indicated in quotations. ScaffPlan reserves the right to charge interest on all overdue sums owing to ScaffPlan under these terms and conditions at the rate of 1.5% per month (or the highest legal limit if lower than said amount), measured from the date the sums in question became payable to the date on which we receive full payment. If payment of agreed fees is overdue, in addition to any of its other rights or remedies, ScaffPlan or the Authorized Distributor (as applicable) reserves the right to suspend the delivery of products and services, without liability to ScaffPlan and/or Authorized Distributor, until such amounts are paid in full.

ScaffPlan’s stated prices do not include export or import charges, transportation or insurance charges, customs and duty fees, personal property taxes or similar charges, all of which are the Customer’s responsibility to pay. Unless the Customer provides ScaffPlan with direct payment authority or an exemption certificate valid in the jurisdiction to which the product or service will be delivered, the Customer shall pay ScaffPlan all taxes and governmental fees ScaffPlan is required to collect or pay upon sale or delivery of the product or service.

ScaffPlan has the right to review the Customer’s credit and change the Customer’s payment terms, and may at any time demand advance payment, satisfactory security (such as but not limited to, a confirmed, irrevocable letter of credit acceptable to us), or a guarantee of prompt payment prior to delivery or service activation.

Refund Policy

We are not required to provide a refund or replacement if you change your mind. But you can choose a refund if an item has a major problem. This is when the product:

• has a problem that would have stopped someone from buying the item if they had known about it;
• is unsafe;
• is significantly different from the sample or description; or
• doesn’t do what we said it would, or what you asked for and can’t be easily fixed.

Software Licenses

All Software is licensed or provided as a service and is not sold. Software is subject to the separate agreements provided by ScaffPlan in connection with the Software, including but not limited to any software licenses, product guides, operating manuals or other documentation (such as the Hosted Software Licence Agreement, Terms of Use or Terms of Service) (collectively, “User Agreements”). You agree that you will be bound by such User Agreements. If there is a conflict or inconsistency between these Terms and those of a User Agreement, the terms of the User Agreement will control. Nothing in these Terms shall be construed to grant any rights or license to use any Software in any manner or for any purpose not expressly permitted by the applicable User Agreement.

Delivery of Software Products

All software products are licensed or provided as a service. The title to the software products will remain with ScaffPlan or its licensors. To the extent the Customer purchases software to be locally installed on the Customer’s systems, the software products shall be delivered to the Customer in electronic form by making the product available for download from ScaffPlan's server. In individual cases, the parties may agree that the software is delivered installed on a physical media delivered to the Customer. ScaffPlan shall have the right to deliver temporary license entitlement(s) until ScaffPlan or its' Authorized Distributor (whichever applicable) have received full payment from the Customer concerning each order. Only after the full payment by the Customer of each order, ScaffPlan will deliver the entitlements for the whole term of license in relation to each order. To the extent the Customer purchases software-as-service or cloud-based solutions, ScaffPlan shall provide the Customer with access to the software through the Internet or other remote means.

Delivery times are established when ScaffPlan accepts your order in writing. The Customer shall conduct sufficient testing of the quality of the results and operation of the software using the Customer’s test data prior to commencing operational use of the software.

Usage-Based Licenses

ScaffPlan has the right to cut off the access to usage-based license service within 14 days from the termination of the contract. Usage-based licenses are billed monthly in arrears in accordance with ScaffPlan’s usage monitor reporting and the billing prices stated above. The billing period begins on the 26th day of the previous month and ends on the 25th day of the following month.