Skolon AB
Reg. no. 556958-4120
Pirgatan 13, 374 35 Karlshamn, Sweden

1.1 These General Terms apply between Skolon AB (“Skolon”) and a customer (the “Customer”) in respect of a Customer Agreement.

1.2 Other terms used with an initial capital letter in these General Terms are defined in Section 21.1 below.

1.3 In the event of any conflict between a provision in these General Terms and the Customer Agreement, the agreed provision in the Customer Agreement shall prevail.

2.1 Subject to the terms and conditions of the Agreement, Skolon shall provide the Customer with log-in details to an Admin Account for enabling access to the Admin Portal, and thereby provide the possibility to administer and manage its use of the Skolon Platform.

2.2 Through the Admin Portal the Customer may appoint one or more Administrators with access to the Admin Account with the right to administer and manage End-User Accounts, purchases/licensing of External Apps and other use of the Skolon Platform (it being understood, however, that the authority of an Administrator can be limited to selected functions/parts of the Admin Portal). An Administrator may also have the right to publish internal information within the Skolon Platform to all End-Users.

2.3 The person using an Admin Account is presumed to be duly authorised to order and enter into agreement in respect of Premium Functions and External Apps on behalf of the Customer (in accordance with the selected authority). The Customer hereby authorises each person using an Admin Account (in accordance with the selected authority) to place orders and enter into agreements on behalf of the Customer in respect of Premium Functions and External Apps and otherwise within the functionality of the Skolon Platform.

2.4 In connection with the registration and/or log-in to a User Account, each End-User must approve the from time to time applicable terms of use for the Skolon Platform.

2.5 The Customer is responsible for all Schools and End-Users in relation to Skolon and guarantees their fulfilment of the obligations set out or referred to in the Agreement.

2.6 The basic functions included in the Skolon Platform, excluding Premium Functions, are described in the support system of the Skolon Platform (currently available at skolon.com/help). New functions (which is not a Premium Function) may be added from time to time as announced in the Admin Portal and are included in the Agreement.

2.7 Skolon reserves the right, at its own discretion and at any time with sixty (60) days notice (within the Admin Portal), to remove certain functionality or upgrade it to a Premium Function.

3.1 The Premium Functions available for purchase/licensing are described in the Admin Portal.

3.2 Any Premium Function included from the start of the Agreement are stated (and ordered) directly in the Customer Agreement. The Customer may at any time order Premium Functions and increase the number of users through the Admin Portal. When reducing the number of users this takes affect first at the Renewal date, as stated in 3.3 below.

3.3 Unless otherwise stated in the order of Premium Functions, the initial subscription period is one (1) year. The subscription period is automatically prolonged with one (1) year at the time unless terminated 3 months prior to the expiration of the applicable subscription period (Renewal date). The Customer acknowledges that subscription periods for Premium Functions may affect the termination right of the Parties pursuant to Section 15.1 below.

3.4 Skolon reserves the right to add, change or remove any Premium Function within the Skolon Platform. In the event a change of a Premium Function during an ongoing licensing period materially affect the Customers ability to use the Premium Function in a negative manner, the Customer has the right to terminate the subscription period for such Premium Function within sixty days from the notice of such change (which notice may be given within the Admin Portal).

4.1 The Skolon Platform connects the Customer/Schools with suppliers of External Apps and allows the Customer to purchase/license External Apps through the Library.

4.2 Any App Agreement will be entered into directly between the Customer and the supplier of the External App, either (i) through the order function offered within the Skolon Platform (“Internal Purchase”) or (ii) via link through an external purchase function or other process offered or made outside the Skolon Platform (“External Purchase”) at the discretion of the supplier. All App Agreements will, however, be administered and managed within the Skolon Platform, including those finalised by External Purchase.

4.3 For all App Agreements made through Internal Purchase, administration of payments shall be made in accordance with Section 4.4 below (“Payment Administration Service”). The supplier of External Apps may further elect, at their discretion, that Payment Administration Service also shall apply for App Agreements finalised through External Purchase. In cases where Payment Administration Service does not apply in respect of an App Agreement, the supplier will invoice the Customer directly by itself.

4.4 For App Agreements where Payment Administration Service apply, Skolon will invoice the Customer on behalf of the Partner but in its own name, alternatively, if credit card payment is used, charge the Customer’s account. For this, purpose, Skolon has acquired the relevant account receivable from the supplier which is stated on the invoice, which allows the Customer to effect payment to Skolon with discharging effect and further allows Skolon to invoice on a collective basis together with acquired account receivables from other External App suppliers of the Customer.

4.5 Skolon reserves the right to add or remove External Apps from the Skolon Platform, and has no obligation to provide any particular offering of External Apps through the Skolon Platform.

4.6 The Customer hereby acknowledges that the purchase/licensing of External Apps may be subject to separate terms and conditions between the supplier and the Customer and/or End-Users. Skolon is not a party to App Agreements. Skolon is further not responsible for the availability, function or maintenance/support of the External Apps purchased/licensed by the Customer or for the processing of any Personal Data within External Apps. The Customer hereby acknowledges and agree that it cannot direct any claims against Skolon based on any of the foregoing in this Section 4.6.

5.1 The Customer undertakes not to use the Skolon Platform for any other activity than schooling or other educational activities.

5.2 The Customer shall take all reasonable actions to prevent unauthorised use of the Skolon Platform and, if such unauthorised use occurs, promptly inform Skolon thereof and stop any such use.

5.3 Without the express written consent of Skolon, the Customer may not directly or indirectly, and shall cause any School and End-User not to:

a) provide access for any third party to the Skolon Platform that is not an End-User or Administrator;

b) by reverse engineering recreate, or attempt to recreate, the Skolon Platform or any portion thereof;

c) develop any service or product containing corresponding functionality with the Skolon Platform; or

d) otherwise use the Skolon Platform to store or transfer Customer Data in violation of applicable laws or the Agreement.

5.4 The Partner undertakes to keep log-in details to the Admin Portal in a secure manner to avoid any unauthorised use.

6.1 The Customer shall pay the applicable Fees to Skolon.

6.2 All Fees are, unless the context requires otherwise, stated exclusive of any applicable value added taxes or other charges.

6.3 The Fees are payable and invoiced annually in advance on a calendar year basis and based on the number of users/licenses. If the start of a subscription period, including for an increase of the number of users, occurs during a running calendar year, the invoice will be adjusted to cover the remaining period of that calendar year, and thereafter invoicing will occur annually in advance as per 1 January each year throughout the subscription period. For a decrease in the number of users, the Customer need to place an order for the fewer number of users, which will become effective upon the end of the current subscription period.

6.4 Payments shall be effected within 30 days following the issue of an invoice.

6.5 The Fees paid in advance are not refundable, unless in the event (i) Skolon removes a Premium Function entirely without being available (with substantially similar functionality) in the ordinary functionality of the Skolon Platform or (ii) the Customer terminates a Premium Functions in accordance with Section 3.4 above; in which case only the remaining period of such advance payment will be refunded.

6.6 If the Customer does not pay any amount due to Skolon under the Agreement, Skolon may charge the Customer interest on the overdue amount at the rate of 8% per annum above the Swedish Riksbank’s reference rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar year).

7.1 Skolon owns all rights, including all intellectual property rights, to the Skolon Platform, excluding the Applications. Nothing in these General Terms or the Agreement shall operate to assign or transfer any intellectual property rights from Skolon to the Customer, or from the Customer to Skolon.

7.2 Skolon hereby grants the Customer a non-exclusive and non-transferable license to use the Skolon Platform as required for the Customer to fulfil its obligations and exercise its rights as intended by, and during the term of, the Agreement. The Skolon Platform may not be used for any other purpose by the Customer, Schools or End-User.

7.3 The Customer owns or controls all Trademarks. The Customer hereby grants to Skolon a non-exclusive and royalty free license to use the Trademarks for the purpose of marketing and providing information in respect of the Skolon Platform, e.g. by including the Customer/Schools in a list of Skolon Platform customers. For the sake of clarity, Skolon undertakes not to use any Customer Data for the purpose of sending unordered advertisements directly to the Customer or End-Users without the prior express consent thereto.

8.1 In the event an End-User or Administrator has violated any provision of the Agreement or otherwise abused its access to the Skolon Platform, Skolon has the right to demand that the Customer de-activates the relevant End-User Account or Admin Account. Should the Customer fail to adhere to such demand from Skolon, Skolon shall have the right to de-activate the relevant account on behalf of the Customer.

8.2 Skolon reserves the right to block any End-User Accounts and Admin Accounts in the event of an imminent security risk can be determined; meaning (i) that the Customer’s use of the Skolon Platform constitutes an immediate security risk in relation to the Skolon Platform, to other customers use of the Skolon Platform, or to Skolon’s network or the servers used to provide the Skolon Platform, or (ii) that an unauthorised third party has been given access to the Skolon Platform. Skolon shall inform the Customer without delay if any account has been blocked in accordance with this Section 8.2.

9.1 Skolon reserves the right to, from time to time, conduct maintenance work and upgrading of the Skolon Platform and the Customer acknowledges and accepts that such work may disrupt or disturb the access to the Skolon Platform in accordance with the SLA.

9.2 The Customer acknowledges and agrees that complex software is never wholly free from defects, errors and bugs or security vulnerabilities and Skolon gives no warranty or representation that the Skolon Platform, including its functions, will be wholly free from defects, errors and bugs or will be entirely secure. Except as explicitly set out in the SLA, Skolon shall not be liable for any damage or loss incurred by the Customer or other person as a result of any disruptions or disturbances affecting the availability or functionality of the Skolon Platform or from any defects, errors, bugs or security vulnerabilities.

10.1 The Customer must take reasonable best efforts to solve any support issues through the Self-Support before such issue is referred to Skolon pursuant to Section 10.2. The Customer is further responsible to provide first line of support to End-Users through the Self-Support. This means that the Customer, on its own account and expense, shall respond to questions and complaints from End-Users related to the Skolon Platform.

10.2 In the event the Customer is not successful in its support efforts pursuant to Section 10.1 above, the Customer shall be entitled to refer such support issue to Skolon at support@skolon.com.

11.1 As part of the provision of the Skolon Platform, Skolon will process Personal Data on behalf of the Customer. The Customer is responsible (Sw. personuppgiftsansvarig) for the Personal Data submitted into the Skolon Platform by the Customer, Administrators and End-Users. Skolon will be a data processor (Sw. personuppgiftsbiträde) in relation to the processing of such Personal Data within the Skolon Platform (excluding any processing taking place within in External Apps). The Parties shall for this purpose enter into a separate Data Processing Agreement in the form set out in Schedule 1. Skolon reserves the right to withhold (or discontinue) access to the Skolon Platform until the Data Processing Agreement has been concluded.

11.2 The Customer represents and warrants to Skolon that the processing of Personal Data by Skolon on behalf of the Customer within the functionality of the Skolon Platform (excluding External Apps) will not breach any applicable data protection or data privacy laws and regulations (including the GDPR).

11.3 In respect of External Apps (made available through the Skolon Platform) that the Customer elects to purchase/license, the function of these External Apps may require access to certain Personal Data, e.g. from End-Users and Administrators, for which the suppliers of such External Apps will be the data processor in relation to the Customer. For this purpose, the Customer may be required to also enter into a Data Processing Agreements directly with suppliers of External Apps. Skolon shall not be responsible or liable for any processing of Personal Data taking place within External Apps, and the Customer shall indemnify and hold Skolon harmless from any such claims.

12.1 Each Party undertakes not to disclose to any third party any confidential information of the other party, which is received from the other Party (either direct or through the Skolon Platform). For the purpose hereof, ”confidential information” means information – whether technical, commercial or of other nature – regardless if the information is documented or not, save for:

a) information that is or becomes known or available to the public without breach of the of the Agreement by the receiving Party;

b) information that the receiving Party can demonstrate was already lawfully in the possession of the receiving Party at the time of disclosure;

c) information received by the receiving Party from a third party under circumstances where such disclosure and receipt have not been restricted by law or contract.

12.2 The Parties undertake to cause its employees, consultants and other representatives not to disclose any confidential information in violation of this Section 12.

13.1 Subject to the limitations and exclusions of liability in accordance with this Agreement, Skolon shall be liable for breach of any provision of this Agreement which breach is irremediable or, if remediable, is not remedied by Skolon within 30 days of being requested to do so by Skolon.

13.2 Skolon shall in no event be liable to the Customer, Schools or any End-User for:

a) any damage or loss caused by the Customer’s (including Adminstrators and End-Users) use of the Skolon Platform in violation of the Agreement or applicable user manuals or terms of use for the Skolon Platform;

b) any disruption or disturbance in relation to the availability of function of the Skolon Platform caused by external factors such as the user’s equipment, access to the internet, etc.; or

c) any loss or corruption of any data or database.

13.3 Neither Party shall be liable to the other Party in respect of any special, indirect or consequential loss or damage or any loss or damage arising out of a Force Majeure Event.

13.4 The liability of Skolon under the Agreement shall in no event exceed the greater of (i) an amount equal to the Fees paid by the Customer to Skolon during the last full 12 months preceding the relevant claim and (ii) an amount equal to five (5) price basic amounts (Sw. prisbasbelopp) in accordance with the Swedish Social Security Act (Sw. Socialförsäkringsbalken (2010:110)).

14.1 If a Force Majeure Event gives rise to a failure or delay in either Party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that Party performing any obligation under the Agreement, shall (i) without undue delay notify the other Party and (ii) inform the other Party of the period for which it is estimated that such failure or delay will continue.

15.1 Each Party may terminate the Agreement by giving to the other Party at least three (3) months written notice of termination, it being understood, however, that such termination will not be effective until den expiration of any applicable subscription/license period in respect of a Premium Function. If termination is given pursuant to this Section 15.1, the Customer shall no longer be entitled to purchase or subscribe, or extend any subscription/license period, for any Premium Function.

15.2 Either Party shall further be entitled to terminate the Agreement at any time by notice in writing to the other if:

a) the other Party is in material breach of any provision of the Agreement which breach is irremediable or, if remediable, is not remedied by the defaulting Party within 30 days of being requested to do so by the other Party; or

b) the other Party ceases to do business or becomes insolvent, or makes an assignment for the benefit of creditors, or goes into liquidation, reconstruction, bankruptcy or receivership; or

c) a Force Majeure Event has occurred for more than three (3) months.

16.1 Upon the termination of the Agreement, all of the provisions of these General Terms in relation to that Agreement shall cease to have effect, save that the following provisions of these General Terms shall survive and continue to have effect (in accordance with their express terms or otherwise for ten years): Sections 7.1, 9.2, 11.2, 12, 13, 16, 17, 19.1, 19.2, 19.4, 20 and 21.

16.2 The termination of the Agreement shall not affect the accrued rights of either Party (or other agreements still in effect), including payment obligations in relation to App Agreements or Premium Functions. Further, there shall be no obligation to repay any fees paid in advance for a particular period.

16.3 Upon the termination of the Agreement, the Customer shall be entitled to receive all Customer Data, after which Skolon shall delete all Customer Data.

17.1 All material notices and other communication under the Agreement such as notice of termination, breach, claims and support issues (excluding day-to-day correspondence such as orders and invoicing and other non-material communication) shall be made in writing in the English language, and shall, unless otherwise stated herein, be addressed to: (i) if to Skolon, Skolon at the address set out in Customer Agreement, or if to the Customer, the Customer at the address set out in the Customer Agreement; or (ii) such other address as may be given by written notice in accordance with this Section 17. For the purposes of this Section, “writing” shall include emails and messages through the Admin Portal but not faxes, and any support issue shall be sent by email in accordance with Section 10.2 above. Further for the purpose hereof, all non-material communication may be made in the in the language selected in the Admin Portal (or English) and through the Admin Portal.

17.2 Unless actually received earlier, a material notice or other communication shall be deemed received by the recipient: (i) if delivered by hand or sent by courier with delivery receipt obtained, on the day of delivery thereof; or (ii) if sent by email or message through the Admin Portal, on the day of dispatch if sent prior to 4pm on a business day and otherwise at 9am on the next business day, provided that the sender does not receive a delivery failure message.

18.1 Skolon may subcontract any of its obligations under the Agreement. The Customer acknowledges and agrees that such subcontractor may get access to confidential information.

19.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the Party not in breach.

19.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3 Skolon reserves the right to change or amend the terms and conditions of the Agreement, including these General Terms, with sixty (60) days’ notice to the Customer after which the notified changes/amendment shall become effective. If the Customer does not wish to accept such change or amendment, the Customer shall be entitled to terminate this Agreement in accordance with Section 15.1. If such termination has not been made before the effective date of the changes/amendment (according to the foregoing), the Customer shall be deemed to have accepted the relevant changes/amendment.

19.4 All schedules and appendices referenced in the Agreement and/or attached thereto shall be considered part of the Agreement and incorporated therein.

20.1 The Agreement shall be governed by and construed in accordance with Swedish law, without regard to conflict of law provisions.

20.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be settled in ordinary court with the district court of Malmö as the first instance.

21.1 Except to the extent expressly provided otherwise, in these General Terms:

“Administrator” means the person(s) appointed by the Customer to administer and manage the usage of the Skolon Platform through the Admin Portal;

“Admin Account” means an Administrator’s account through which the Administrator gain access to the Admin Portal;

“Admin Portal” means the administration web portal of the Skolon Platform from which the Administrator, through the Admin Account, can administer and manage the use of the Skolon Platform, including Schools, End-Users, purchase of External Apps and management of licenses, Schools and End-Users, etc.;

”Agreement” means the Customer Agreement together with these General Terms;

“App Agreement” means the purchase/license agreement in respect of an External App between the Customer and the supplier of the External App;

“Customer Data” means information/data belonging to the Customer and/or its Schools processed within the Skolon Platform and which has been provided by a Customer, School or End-User;

“Data Processing Agreement” shall have the meaning ascribed to it in Section 11.1;

“End-User” means an individual, student, employee or other person connected to the operation of the Customer/Schools, and which is granted access to the Skolon Platform through an End-User Account;

“End-User Account” means an account created by an Adminstrator on behalf of an End-User enabeling the End-User to log-in to and use certain functionality of the Skolon Platform;

“External App” means a third party software and/or service made available for purchase/licensing through the Library of the Skolon Platform. An external Apps may either be web/cloud based, mobile based or downloadable;

“External Purchase” shall have the meaning ascribed to it in paragraph (ii) of Section 4.2;

”Fees” means the applicable fees and amounts for any Premium Function ordered, including those specified or referred to in the Customer Agreement;

”Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars, as well as, loss of a sub-contractor);

“GDPR” means the General Data Protection Regulation (GDPR) (EU) 2016/679;

“Internal Purchase” shall have the meaning ascribed to it in paragraph (i) of Section 4.2;

“Library” means the library function of the Skolon Platform where the Customer can find and select the External Apps it wishes to use;

“Parties” means Skolon and the Customer and a “Party” means anyone of them;

”Personal Data” has the meaning given to it under the GDPR;

“Premium Function” means the functions labelled as premium functions from time to time within the Admin Portal and which can be purchased/licensed as an add-on service;

“Schools” means (i) an entity controlled or otherwise managed, directly or indirectly, by the Customer, and/or the Customer itself, that conducts schooling or other educational activities, and which has been designated as a School in the Customer Agreement or through the Admin Portal.

“Skolon Platform” means Skolon’s cloud based platform solution functioning as market place and digital platform for educational tools and teaching aids (External Apps) as further described at skolon.com/about;

“SLA” means the service level agreement governing the availability of the Skolon Platform set out in Schedule 2 (and made available in the Admin Portal);

“SLA” means the service level agreement governing the availability of the Skolon Platform set out at https://skolon.com/customer-sla/

“Trademarks” means product names, trademarks, logotypes, domains and other marks connected to the Customer/Schools.

21.2 In the Agreement, including these General Terms, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time, and any subordinate legislation made under that statute or statutory provision.

21.3 The Section headings do not affect the interpretation of the Agreement, including these General Terms.