Senast uppdaterad: 21-03-18. Version 1.0.0
General terms and conditions – Partner agreement
Reg. no. 556958-4120
Pirgatan 13, 374 35 Karlshamn, Sweden
1. Applicability; etc.
1.1 These General Terms apply between Skolon AB or its subsidiaries (“Skolon”) and a partner (the “Partner”) in respect of a Partner Agreement.
1.2 Other terms used with an initial capital letter in these General Terms are defined in Section 19.1 below.
1.3 In the event of any conflict between a provision in these General Terms and the Partner Agreement, the agreed provision in the Partner Agreement shall prevail.
2. Approval of Applications
2.1 Only approved Applications may be made available in the Library of the Skolon Platform. Such approvals are given by the review board of Skolon upon the fulfilment of the following conditions (at the sole discretion of the review board):
a) A full description of the functionality of the Application (including any in-app payment functions) and the functionality of the Application shall function in accordance with such description;
b) The Application shall have a clear connection to the educational system and, consequently, clearly fall within the field of application of the targeted customer group of the Skolon Platform;
c) The Application shall be in compliance with applicable laws, regulations and guidelines for the educational system in the relevant jurisdiction(s) the Application is offered, including be offered in local language in such jurisdiction(s); and
d) The Application may only collect or otherwise process Personal Data to the extent it is adequate, relevant and necessary in relation to the purpose and the proper function of the Application.
2.2 The review board of Skolon reserves the right, by written notice at any time, to cancel any approval of an Application and thereby remove it from the Library if the review board is of the opinion that the Application no longer fulfils the conditions set out in Section 2.1 above.
2.3 Upon the start of the Agreement and continuously throughout the term of the Agreement, the Partner shall without delay provide the information requested for the review process of the review board of Skolon. Any failure in this respect may result in the rejection of the Application or cancellation and removal pursuant to Section 2.2 above.
3. Availability, distribution and purchases of applications
3.1 Subject to Section 2 above, Skolon shall provide the necessary access to the Skolon Platform (either via Platform API or manually) for the Application to be made available for purchase/licensing to Customers through the Library. Skolon shall further provide the Partner with log-in details to the Partner Portal.
3.2 The Partner has the right to distribute licenses for an Application and further make their Application available to their customers through the Skolon Platform that are bought outside the Skolon Platform either via the Platform API or the Partner Portal.
3.3 Any Customer Agreement will be entered into directly between the Partner and the Customer through the order function offered within the Skolon Platform (“Internal Purchase”). The Partner Portal allows the Partner to select if Customer Agreements for an Application shall be possible to finalise through Internal Purchase.
3.4 The Partner shall administer/manage all Customer Agreements (e.g. to allocate licenses purchased) within the Partner Portal or via the Platform API that are finalised through Internal Purchase.
3.5 For all Customer Agreements made through Internal Purchase, administration of payments shall be made in accordance with Sections 3.6 – 3.8 below (“Payment Administration Service”). In cases where Payment Administration Service does not apply, the Partner will invoice the relevant Customers directly by itself.
3.6 For Customer 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 in accordance with Sections 3.6 – 3.8. For this, purpose, the Partner hereby transfers its receivables that arises pursuant to the relevant Customer Agreements. As result hereof, Skolon will be entitled to invoice such Customers in its own name, including to invoice on a collective basis together with receivables transferred from other partners, as well as to charge the Customer’s accounts where credit card payment is used. And the Customers may effect payment directly to Skolon with discharging effect. Where required, Skolon will duly inform the relevant Customers of the aforementioned transfers of receivables.
3.7 The Partner’s right to payment for the transferred receivables to Skolon accrues when, and to the extent, Skolon has received payment from the relevant Customer. Once such payment has been received, Skolon shall pay such amounts onwards to the Partner after deduction of the applicable fees to Skolon pursuant to Section 5 as well as, issue a clearing of payments invoice/note.
3.8 To the extent a Customer contests an invoice/charge against Skolon, Skolon shall forward such contesting to the Partner. Similarly, if a Customer contests an invoice/charge against the Partner, the Partner shall inform Skolon of the particulars of such contesting and keep Skolon up-to-date in such matters.
4. Certain obligations of the Partner
4.1 The Partner undertakes to offer (approved) Applications to Customers through the Library of the Skolon Platform and keep the information (texts, images and possible files) related to an Application in the Library up-to-date.
4.2 The Partner undertakes to provide the Application with, so called, Single Sign-On functionality via the Platform API, when required to avoid another log-in process for a user when accessing the Application from the Skolon Platform.
4.3 The Partner undertakes to activate licenses for an Application order by a Customer within five business days from the day such order was made.
4.4 The Partner undertakes to keep log-in details to the Partner Portal in a secure manner to avoid any unauthorised use.
5. Fees and payment
5.1 The Partner shall pay the applicable Fees to Skolon.
5.2 All Fees are, unless the context requires otherwise, stated exclusive of any applicable value added taxes or other charges.
5.3 To the extent the applicable Fees payable to Skolon are based on remuneration paid by a Customer to the Partner under a Customer Agreement (e.g. a percentage of the remuneration), such remuneration shall include the total remuneration paid by the Customer for the relevant Application, including any remuneration in the form of recurring licensing fees, service fees, maintenance fees and other similar remuneration.
5.4 Unless otherwise agreed in writing:
a) Any recurring fixed Fees are payable and invoiced in advance at the start the relevant period and are non-refundable;
b) Any recurring variable Fees related to Customer Agreements/Applications subject to the Payment Administration Service are payable by way of deduction from the amounts to be transferred by Skolon to the Partner in accordance with Sections 3.6 – 3.8 above;
5.5 Payments shall be effected within 30 days following the issue of an invoice.
5.6 If the Partner does not pay any amount due to Skolon under the Agreement, Skolon may charge the Partner 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).
6. Intellectual property and grant of rights
6.1 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 Partner, or from the Partner to Skolon.
6.2 Skolon hereby grants the Partner a non-exclusive and non-transferable license to use the Skolon Platform as required for the Partner 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 Partner.
6.3 Skolon hereby grants the Partner a non-exclusive and non-transferable right to use Skolon’s partner badge in both digital and print form for the purpose of marketing the Applications as well as the Partner.
6.4 The Partner hereby grants to Skolon a non-exclusive and royalty free license to market and provide the Applications as required for Skolon to fulfil its obligations and exercise its rights as intended by, and during the term of, the Agreement.
6.5 The Partner hereby grants to Skolon a non-exclusive and royalty free license to use trademarks and marks related to the Partner or its Applications for the purpose of marketing and providing information in respect of the Skolon Platform.
7. Platform API
7.1 The Partner is entitled to use the Platform API with the possibility to use one or more functions and data for Applications.
7.2 Skolon reserves the right, at its sole discretion, to add or remove functions in the Platform API. The applicable functionality of the Platform API from time to time will be documented in the Partner Portal. Skolon shall, through the Partner Portal, inform the Partner of any changes in the Platform API that requires the Partner to make changes in an Application at least three (3) months in advance of the effective date of such Platform API change.
7.3 The Partner will only be provided access to Customer and related user information through the Platform API to the extent the Customer and the respective user has given its consent to this through the Skolon Platform.
8. Availability, maintenance/support and no warranty
8.1 Skolon reserves the right to, from time to time, conduct maintenance work and upgrading of the Skolon Platform and the Partner acknowledges and accepts that such work may disrupt or disturb the access to the Skolon Platform in accordance with the SLA.
8.2 The Partner 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.
8.3 Except as explicitly set out in the SLA, Skolon shall not be liable for any damage or loss incurred by the Partner 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.
8.4 The Partner must take reasonable best efforts to solve any support issues through the Self-Support before such issue is referred to Skolon at email@example.com.
9. Personal Data
9.1 If the Partner will process Personal Data on behalf of a Customer, under a Customer Agreement or otherwise by the use of an Application by a Customer or its Users, the Partner will upon request of such Customer be required to sign a Data Processing Agreement with the Customer. For this purpose, the Partner hereby confirms that the Data Sub-Processing Agreement referred to in Section 9.2 (however adjusted to Customer-Partner relation) is in an acceptable form (it being understood, however, that the Customer may opt to use its own version of a Data Processing Agreement.
9.2 Certain Personal Data of a Customer or its Users may be transferred to or accessed by the Partner through the Skolon Platform. For the purpose hereof and without prejudice to Section 9.1, if and to the extent the Partner will be deemed a sub-processor to Skolon for any processing of such Personal Data, the Parties shall for enter into a separate Data Sub-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 Sub-Processing Agreement has been concluded.
9.3 The Partner undertakes to implement appropriate technical and organisational measures in such a manner that the processing under the Data Sub-Processing Agreement (also when used as a basis for a Data Processing Agreement as set out in Section 9.1) will meet the requirements of the GDPR and ensure the protection of the rights of data subjects.
9.4 The Partner shall further ensure that the Application at all times is (i) designed to provide appropriate technical measures to ensure an appropriate level of security; and (ii) designed to implement data-protection principles in order to meet the requirements of the GDPR.
9.5 The Partner represents and warrants to Skolon that it will comply its obligations under applicable data protection or data privacy laws and regulations (including the GDPR) if, and to the extent, the Partner acts as a processor or sub-processor (as the case may be) of Personal Data on behalf of Customers.
10. Confidentiality obligations
10.1 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 or Application). 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.
10.2 The Partner undertakes in addition thereto not to disclose to any third party and confidential information of a Customer which is received from the Customer (either direct or through the Skolon Platform or Application)
10.3 The Parties undertake to cause its employees, consultants and other representatives not to disclose any confidential information in violation of this Section 10.
11. Limitations and exclusions of liability, etc.
11.1 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.
11.2 Skolon shall in no event be liable to the Partner for:
a) any damage or loss caused by the Partner’s or any Customer’s use of the Skolon Platform in violation of the Agreement or applicable user manuals 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.;
c) any loss or corruption of any data or database; or
d) or any loss of income or other loss as a result of the Party having not allocated licenses pursuant to Section 4.3.
11.3 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.
11.4 The liability of Skolon under the Agreement shall not exceed the total amount paid by the Partner to Skolon under the Agreement during the most recent two (2) calendar quarters from a claim.
12. Force Majeure Event
12.1 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.
12.2 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.
13.1 Each Party may terminate the Agreement by giving to the other Party at least twelve (12) months written notice of termination.
13.2 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.
13.3 Skolon shall further be entitled to terminate the Agreement at any time by notice in writing to the Partner, if the Partner is in material breach of any provision of a Customer Agreement which breach is irremediable or, if remediable, is not remedied by the Partner within 30 days of being requested to do so by Skolon.
14. Effects of termination
14.1 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 6.1, 8.3, 9.5, 10, 11, 14, 15, 17, 18 and 19.
14.2 The termination of the Agreement shall not affect the accrued rights of either Party (or other agreements still in effect).
14.3 The Partner shall be obliged to fulfil all Customer Agreements referred to in Section 3.3 still in effect upon the termination of the Agreement for the remainder of the applicable terms of such Customer Agreements. For this purpose only, Skolon will (subject to the terms and conditions of the Agreement, including obligation to pay Fees, which will survive) provide the Partner with continued access to the Skolon Platform as necessary to fulfil the obligations under the relevant Customer Agreements.
15.1 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 invoicing and approval process 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 Partner Agreement, or if to the Partner, the Partner at the address set out in the Partner Agreement; or (ii) such other address as may be given by written notice in accordance with this Section 15. For the purposes of this Section, “writing” shall include emails and messages through the Partner Portal but not faxes, and any support issue shall be sent by email in accordance with Section 8.4 above. Further for the purpose hereof, all non-material communication may be made in the in the language selected in the Partner Portal (or English) and through the Partner Portal.
15.2 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 Partner 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 an email delivery failure message.
Skolon may subcontract any of its obligations under the Agreement. The Partner acknowledges and agrees that such subcontractor may get access to confidential information.
17.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the Party not in breach.
17.2 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).
17.3 Except to the extent set out in the Agreement, including these General Terms, may not be varied except by a written document signed by or on behalf of each of the Parties.
17.4 All schedules and appendices referenced in the Agreement and attached thereto shall be considered part of the Agreement and incorporated therein.
17.5 Skolon reserves the right to change or amend these General Terms, with sixty (60) days’ notice to the Partner after which the notified changes/amendment shall become effective. If the Partner does not wish to accept such change or amendment, the Partner shall be entitled to terminate this Agreement in accordance with Section 13.1. If such termination has not been made before the effective date of the changes/amendment (according to the foregoing), the Partner shall be deemed to have accepted the relevant changes/amendment.
18. Governing law and disputes
18.1 The Agreement shall be governed by and construed in accordance with Swedish law, without regard to conflict of law provisions.
18.2 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.
19. Definitions and interpretation
19.1 Except to the extent expressly provided otherwise, in these General Terms:
”Agreement” means the Partner Agreement together with these General Terms;
“Application” means the software and/or service the Partner makes available and wishes to distribute through the Skolon Platform under the Agreement. The Application can be web/cloud based, mobile based or downloadable;
“Customer” means an entity/person that purchases Applications made available through the Skolon Platform, usually a school or a municipality of one or more schools;
“Customer Agreement” means the purchase/license agreement between the Partner and a Customer in respect of an Application;
“Data Processing Agreement” shall have the meaning ascribed to it in Section 9.1;
“Data Sub-Processing Agreement” shall have the meaning ascribed to it in Section 9.2;
“User” means an individual, student, employee or other person connected to the operation of the Customer (including, for avoidance of doubt, schools under the control of a Customer);
”Fees” means the fees and amounts specified or referred to in the Partner 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 3.2;
“Library” means the library function of the Skolon Platform where a Customer can find and select the Applications it wishes to use;
“Parties” means Skolon and the Partner and a “Party” means anyone of them;
“Partner Agreement” means the Partner agreement form offered by Skolon and accepted by the Partner either in writing or through an online acceptance process, or any other agreement document between the Parties where the Partner is ordering access to the Skolon Platform to make available Application(s) to Customers;
“Partner Portal” means the administration web portal of the Skolon Platform from which the Partner, through its account, can administer and manage its Applications and licenses granted to Customers;
”Personal Data” has the meaning given to it under the GDPR;
”Platform API” means the open API of the Skolon Platform that allows integration of an Application with the Skolon Platform;
“Skolon Platform” means Skolon’s cloud based platform solution for distribution and/or sale of Applications to Customers as further described at skolon.com/about;
“SLA” means the service level agreement governing the availability of the Skolon Platform set out at https://skolon.com/partner-sla/
“Self-Support” means the self-service support function and FAQ made available through the Skolon Platform.
19.2 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.
19.3 The Section headings do not affect the interpretation of the Agreement, including these General Terms.