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

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.

2.1 Only approved Applications may be made available in the Marketplace of the Skolon Platform and only on the market(s) (country/ies) for which approval is given. 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, as well as with the relevant framework agreements enabling Skolon to act as reseller, in the relevant jurisdiction(s) the Application is offered, including be offered in local language in such jurisdiction(s);

d) proper Application Terms of Use (if any); and

e) 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 on any market (country) and thereby remove it from such Marketplace if the review board is of the opinion that the Application no longer fulfils the conditions set out in Section 2.1 above or if the Partner does not comply with its obligations under these General Terms.

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.

2.4 Subject to the approval process, rights and requirements pursuant to the 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 Marketplace. Skolon shall further provide the Partner with log-in details to the Partner Portal.

3.1 The distribution model for Applications distributed through the Skolon Platform shall be through a reseller model with Skolon as follows (the “Reseller Model”):

a) Skolon will act as a reseller of the Applications and be the contracting party with Customers in Customer Agreements (“Internal Purchase”);

b) the Partner will act as the supplier/provider of the Applications to Skolon;

c) the Partner shall provide Recommended Pricing for each Application within the Partner Portal, but Skolon (as the reseller) shall have the right to determine the final pricing of an Application to the Customers;

d) Skolon shall pay the applicable Reseller Pricing to the Partner for the Applications purchased/licensed by Customers under the reseller model, but shall not be obliged to effect any payment until Skolon has received the corresponding payment from the Customer; and

e) the Partner shall be responsible for all support, updates and maintenance of its Applications and, in any such interactions with Customers, the Partner will act as a subcontractor of Skolon.

Under the Reseller Model, the volume-based fee percentage from Internal Purchase will be calculated and treated as a discount on the Recommended Pricing, Campaign Pricing or Negotiated Pricing (as applicable) (defined as Reseller Discount hereunder), instead of (as applicable depending on version of Partner Agreement) a fee calculated and based on total remuneration in order to maintain equal return for Skolon.

3.2 Under the Reseller Model, Skolon is an independent trader, who shall offer the Applications through the Skolon Platform to Customers in its own name, for its own account, and at its own risk, subject to the terms set forth in the Partner Agreement.

3.3 Skolon shall use commercial reasonable efforts in referencing in Customer Agreements that the relevant Application Terms of Use (if any), made available by the Partner in the Marketplace, upon purchase will apply for the Customer’s and its Users’ use of an Application. However, under the Reseller Model, it is acknowledged and agreed by the Partner that any parts of such Application Terms of Use (such as fee/price, term, renewal, termination, etc.) that are also addressed in a Customer Agreement between Skolon (as reseller) and a Customer, the Customer Agreement shall prevail.

4.1 Subject to Section 2 above and provided that the Application is available for purchase under the Reseller Model set forth in Section 3, the Partner has the right to also distribute licenses for such Application purchased directly from the Partner outside the Skolon Platform (each, an “External Purchase”) and make that Application available to its External Customer through the Skolon Platform either via the Platform API or the Partner Portal.

4.2 The Partner Portal allows the Partner to administer/manage distribution of an Application that has been sold/licensed through External Purchase, in which case the Partner shall invoice the External Customer directly.

4.3 Skolon shall not be entitled to any additional fee upon distribution of an Application sold/licensed by the Partner through External Purchase.

5.1 The Partner undertakes:

a) to offer (approved) Applications to Customers under the Reseller Model through the Marketplace of the Skolon Platform;

b) to provide and keep the Recommended Pricing and other information (texts, images and possible files) related to an Application in the Marketplace up-to-date;

c) to provide proper support for its Applications to Customers, including on behalf of Skolon under the Reseller Model;

d) to provide for proper maintenance and updates of the Applications; and

e) to comply with the Code of Conduct.

For the purpose hereof, Skolon reserves the right to introduce minimum requirements for support and maintenance of Applications.

5.2 The Partner undertakes to provide the Application with, so called, Single Sign-On functionality, data rostering and license management via the Platform API, inter alia, to avoid another log-in process for a user when accessing the Application from the Skolon Platform.

5.3 The Partner undertakes to activate licenses for an Application order by a Customer within five business days from the day such order was made.

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

6.1 Skolon will report all sales/licensing of Applications under the Reseller Model during a calendar month to the Partner at the latest on 10th day in the following calendar month. Such reporting can be made through the Partner Portal or otherwise and will include reasonable particulars as a basis for the Partner’s invoicing based on the Reseller Pricing to Skolon under the Reseller Model.

6.2 The Partner may only invoice on a monthly basis based on the above reporting. Payments to the Partner shall be effected within 30 days following the issue of an invoice, provided that Skolon has received the corresponding payments from Customers (in which case Skolon reserves the right to postpone the payment until the corresponding payment has been received).

6.3 If Skolon does not pay any amount due to the Partner under the Agreement, the Partner may charge Skolon 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 The Partner shall pay the applicable Fees to Skolon.

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

7.3 Unless otherwise agreed in writing any recurring fixed Fees (e.g. the Platform Fee) are payable and invoiced in advance at the start of the relevant period and are non-refundable and subject to Indexation.

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

7.5 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).

8.1 Skolon owns all rights, including all intellectual property rights, to the Skolon Platform, excluding the Applications. The Partner owns or holds all rights, including all intellectual property rights, to 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.

8.2 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.

8.3 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.

8.4 The Partner hereby grants to Skolon a non-exclusive and royalty free license to sell/license, 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.

8.5 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.

9.1 The Partner is entitled to use the Platform API with the possibility to use one or more functions and data for Applications.

9.2 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.

9.3 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.

10.1 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.

10.2 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.

10.3 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.

10.4 The Partner must take reasonable best efforts to solve any support issues through the Self-Support before such issue is referred to Skolon at https://support.skolon.com.

11.1 Certain Personal Data of a Customer or its Users may be transferred to or accessed by the Partner through the Skolon Platform or by their use of the Partner’s Applications or otherwise for which the Partner may be deemed a sub-processor to Skolon under the Reseller Model. For the purpose hereof, the Partner’s processing of any such Personal Data, the terms and conditions of the Data Sub-Processing Agreement shall apply between the Parties. The Partner hereby acknowledge that a Customer may also require the Partner to enter into a data processing agreement directly with the Customer, which, to the extent permitted by law, shall prevail over the Data Sub-Processing Agreement.

11.2 The Partner undertakes to implement appropriate technical and organisational measures in such a manner that the processing under the Data Sub-Processing Agreement will meet the requirements of the GDPR and ensure the protection of the rights of data subjects.

11.3 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.

11.4 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 and External Customers.

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 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.

12.2 The Partner undertakes in addition thereto not to disclose (a) to any third party any confidential information of a Customer which is received from the Customer (either direct or through the Skolon Platform or Application) and (b) to any Customer or other third party, the applicable Reseller Discount.

12.3 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 the Agreement, Skolon shall be liable for breach of any provision of the Agreement which breach is irremediable or, if remediable, is not remedied by Skolon within 30 days of being requested to do so by the Partner.

13.2 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 5.3.

13.3 Except for indemnification claims pursuant to Section 15 below, 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 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.

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 The Partner shall defend, indemnify and hold Skolon harmless against any claim brought against Skolon by a third party alleging that any of the Partner’s Applications, or the sale, license, marketing or use thereof under the Agreement or a Customer Agreement, infringe any third-party intellectual property rights, or misappropriates any third-party trade secret, against any damages, losses, expenses and costs (including reasonable attorneys’ fees) (“Damages”) incurred (or to be incurred) as a result of the Claim or agreed to via settlement; provided always that Partner have received: (a) prompt notice of the Claim (but in any event notice in sufficient time for the Partner to respond without prejudice), including a copy of the claim; and (b) the right to control and direct the investigation, defense, and settlement (if applicable) of the claim.

15.2 The Partner shall further defend, indemnify and hold Skolon harmless against any claim for Damages brought against Skolon by a Customer (or External Customer) relating to any error, defect, malfunction or otherwise the performance of the Partner’s Applications (whether or not the Customer has accepted the Application Terms of Use); provided always that the Partner has (a) received for prompt notice of the claim (but in any event notice in sufficient time for the Partner to respond without prejudice), including a copy of the claim and (b) been offered the right to control and direct the investigation, defense, and settlement (if applicable) of the claim. The Partner may, however, not accept any settlement in Skolon’s name without the prior written consent of Skolon.

16.1 Each Party may terminate the Agreement by giving to the other Party at least twelve (12) months written notice of termination.

16.2 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.

17.1 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 8.1, 10.3, 11.4, 12, 13, 15 and 17 through 22.

17.2 The termination of the Agreement shall not affect the accrued rights of either Party (or other agreements still in effect).

17.3 Notwithstanding the termination of the Agreement, the Agreement shall survive as necessary for (a) Skolon to fulfil all its obligations under all Customer Agreements and (b) the Partner to fulfil all its obligations under all External Customer Agreements still in effect upon the termination of the Agreement for the remainder of the applicable terms of such Customer Agreements or External Customer Agreements (as the case may be). For this purpose only, Skolon will (subject to the terms and conditions of the Agreement, including the 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/External Customer Agreements.

18.1 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 handled in accordance with Section 10.4 above. Further for the purpose hereof, all non-material communication may be made in the language selected in the Partner Portal (or English) and through the Partner Portal.

18.2 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.

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

20.2 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).

20.3 Except to the extent set out in the Agreement, including these General Terms (e.g. in Section 20.5 below), the Agreement may not be varied except by a written document signed by or on behalf of each of the Parties.

20.4 All schedules and appendices referenced in the Agreement, including the Data Sub-Processor Agreement, shall be considered part of the Agreement and incorporated therein.

20.5 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 the Agreement in accordance with Section 16.1. 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.

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

21.2 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.

22.1 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;

”Application Terms of Use” means the (approved) terms and conditions of use for an Application as provided or otherwise made available by the Partner in the Marketplace;

”Campaign Pricing” means any campaign pricing applied by the Partner, from time to time, for an Application outside the Skolon Platform;

“Code of Conduct” means the code of conduct applicable for Partners set out at https://skolon.com/partner-codeofconduct;

“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 Skolon and a Customer in respect of an Application under the reseller model;

“Data Sub-Processing Agreement” means the data sub-processing agreement available at https://skolon.com/partner-DPA which shall be deemed incorporated herein by reference;

”External Customer” means an entity/person that purchases Applications directly from the Partner through External Purchase.

”External Customer Agreement” means the purchase/license agreement between the Partner and an External Customer.

“External Purchase” has the meaning ascribed to it in Section 4.1;

“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 Platform Fee, as well as other 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;

“Indexation” means that the Platform Fee shall be increased annually with effect 1st of January each year (year T) based on the percentage change in the producer price index for services (SPPI) (Sw. Producentprisindex för tjänster (TPI)) as published by Statistics Sweden in the period between second quarter in the year T-2 and the second quarter in the year T-1 (it being understood that the Platform Fee cannot be decreased);

“Internal Purchase” shall have the meaning ascribed to it in paragraph (a) of Section 3.3;

“Marketplace” means the marketplace function of the Skolon Platform for a relevant market (country) where a Customer can find and select the Applications it wishes to use;

“Negotiated Pricing” means the pricing agreed specifically with a Customer after a request from the Customer within the Partner Portal;

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

“Partner Agreement” means the Partner (and, as applicable, reseller) 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 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;

“Platform Fee” means the annual recurring fee set forth or otherwise referred to in the Partner Agreement, which shall be subject to Indexation;

“Skolon Platform” means Skolon’s cloud based platform solution for distribution and/or sale of Applications to Customers as further described at https://skolon.com/about;

“SLA” means the service level agreement governing the availability of the Skolon Platform set out at https://skolon.com/partner-sla/ (and made available in the Partner Portal);

“Self-Support” means the self-service support function and FAQ made available through the Skolon Platform;

“Recommended Pricing” means the pricing recommended by the Partner for an Application, which shall not exceed the pricing/list pricing for the Application as generally applied by the Partner outside the Skolon Platform from time to time;

“Reseller Discount” means (i) the fee percentage for Internal Purchase (volume based) as set forth in the Partner Agreement or, as applicable, (ii) the meaning given to Reseller Discount in the Partner Agreement;

“Reseller Pricing” means (a) the lower pricing of (i) the Recommended Pricing and (ii), if any, Campaign Pricing, or (b), if applicable, the Negotiated Pricing; in all cases, less the Reseller Discount.

22.2 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.

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