Terms and conditions of service.
TERMS AND CONDITIONS FOR MOBLRN’S MICROLEARNING SERVICE
1.1 Moblrn - Mobilized Learning AB, reg.no 556930-0535, (“Moblrn”), licenses a platform within digital microlearning to its customers (the “Customers”). Moblrn and the Customer are hereinafter referred to as the “Parties”.
1.2 The service provided by Moblrn under these terms and conditions (the “Terms”) is a software as a service solution enabling the Customer to create its own tailored online educational programs for its audience (the “Service”).
2. AGREEMENT AND DEFINITIONS
2.1 The quote or the subscription agreement accepted by the Customer (the “Agreement”) and these Terms govern the Service and Moblrn’s providing of the Service. Should there be discrepancies between the Agreement and these Terms, the Agreement shall prevail. Should no Agreement exist, the Customer’s use of the Service will be considered an accept to be bound by these Terms.
2.2 In the Agreement and these Terms, the following terms are used, and they shall have the following meaning:
a) “Users” means all of the Customer’s users that have access to the Service.
b) ”Unique User ” means any User which a Customer has registered on the Service or which has otherwise had its unique e-mail address registered on the Service, and
c) ”Programs ” means the educational programs a Customer has created on the Service and which Users can enrol in.
2.3 Moblrn reserves the right to update and change these Terms upon reasonable notice. Continued used of the Service after such update or change will constitute the Customer’s consent to such changes.
3. COSTS AND PAYMENT
3.1 The price for each Unique User and/or Program is set out in the Agreement.
3.2 All prices in the Agreement are stated in EUR and/or SEK and excludes VAT.
3.3 Moblrn reserves the right to change the price of the Service once a year. For a price increase of more than five per cent (5%) to be valid, Moblrn must notify the Customer in writing at least three (3) months prior to the renewal of the Agreement.
3.4 Moblrn has the right to close the Customer’s account in case the Customer is late with due payments (and terminate the Agreement/Service in accordance with section 6.4 below).
3.5 Any other services, such as consultancy services with development of Programs or content on the Service, are offered on an hourly rate on a case by case-basis.
3.6 The Customer will not be entitled to refunds or credits for partial months of service, upgrade/downgrade refunds or refunds for months during which the Service has not or will not be used or accessed.
4. MOBLRN’S OBLIGATIONS
4.1 Moblrn is obliged to provide the Service and the functionality that is available at the time of the Agreement, unless otherwise agreed. Moblrn will perform backup of all the data related to the Customer’s use of the Service. Moblrn does not assume any responsibility for data deleted by the Customer or Users themselves but will make every effort to recover the deleted data upon request from the Customer. Moblrn may invoice the Customer separately for this recovery assistance based on time spent.
4.2 Moblrn reserves the right to perform upgrades and maintenance of the Service that cause the Service to be temporarily unavailable to the Customer and Users. Upgrades and maintenance work will as far as possible be performed in the evening and at night time. Moblrn accepts no liability for any loss incurred by the Customer resulting from the service being temporarily unavailable to the Customer or Users due to temporarily upgrade and maintenance work.
4.3 Furthermore, due to Moblrn’s fast-paced development of the Service, Moblrn cannot give any guarantees on, for example uptime or an error-free Service. However, in case of a fault that makes the Service completely non-functional (“Faulty”) Moblrn shall use its best reasonable efforts to rectify the Fault as soon as possible. The Customer’s sole and exclusive remedy for a Faulty Service is to claim a refund for the time during which the Service was Faulty.
5. CUSTOMER’S OBLIGATIONS
5.1 While using the Service the Customer is obliged to comply with national and international laws, rules and regulations.
5.2 The Customer is directly responsible for all and any content the Customer and Users distribute via the Service or otherwise via Moblrn. All and any content the Customer and Users distribute via the Service must comply with national and international laws, rules and regulations.
5.3 The Customer shall not under any circumstances attempt to modify, change, translate or disclose the application’s source code or parts thereof.
You may not access the Moblrn Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Moblrn Services for purposes of monitoring the Moblrn Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes.
5.4 The Customer grants Moblrn a right to use the Customer’s (including group companies’) name and logo in relation to printed marketing material, sales meetings, internet pages and customer events.
Other referencing shall require the consent of the Customer, such consent not to be unreasonably withheld.
6. TERM, TERMINATION AND BREACH OF CONTRACT
6.1 If no specific term has been agreed in the Agreement, the Service will continue in force for twelve (12) months, with a notice period of three (3) months. If the Service has not been terminated in accordance with the above, the Service automatically prolongs with twelve (12) months each time a term ends, with the same notice period.
6.2 If a specific term has been agreed upon in the Agreement, and the Service has not been terminated by one of the Parties in accordance with the Agreement, the Service automatically prolongs with twelve (12) months each time a term ends, with a notice period of three (3) months.
6.3 Moblrn reserves the right to immediately exclude the Customer from the Service if Moblrn discovers any form of abuse of the Service or breach of the Agreement, these Terms (for example by having several employees using the same login) or violations of any national or international rules, laws, or regulations. In such cases, Moblrn has no liability for compensation as a result of the Customer’s loss of service.
6.4 Either Party may by written notice terminate the Agreement/Service without prior period of notice if (i) the other Party commits breach of its obligations under the Agreement or these Terms and does not rectify the breach within thirty (30) days after notice thereof by the first-mentioned Party; or (ii) the other Party commits a material breach of the Agreement or these Terms.
Moblrn may by written notice terminate the Agreement/Service without prior period of notice if the Customer does not pay one (or more) invoice(s) once due.
6.5 Moblrn is allowed to monitor the Customer’s and Users’ use of the Service to enable Moblrn to provide support to the Customer/User and to fulfil Moblrn’s obligations pursuant to the Agreement and these Terms.
7.1 Regardless of what may be stated in the Agreement or these Terms, Moblrn can never be held liable for any indirect or consequential damages of any kind, including lost business, goodwill, data and profits, arising out of the Service or the Agreement.
7.2 Moblrn’s liability for direct damage suffered by the Customer in connection with use of the Service, regardless of cause, is limited to the lesser of the Customer’s documented financial (direct) loss and the Customer’s annual price of the Service. This includes loss of data or financial loss that might occur in relation to use of the Service, including reduced availability or functionality of the Service (also subject to section 4 above).
7.3 Moblrn may not, under any circumstances, be held responsible for the Customer’s use of the Service, including the content, errors on the Customer's part, errors in the interaction or document flow within the Customer's organisation or between the Customer and third parties.
8. FORCE MAJEURE
8.1 Notwithstanding anything else contained in the Agreement or these Terms, Moblrn shall not be liable for failure to perform its obligations if such due performance is impeded, delayed or aggravated by circumstances such as war, acts or omissions of authorities, new or changed laws or regulations or the interpretation thereof, breakdowns or interruptions in relation to equipment, servers or facilities or otherwise due to circumstances beyond Moblrn’s control.
8.2 Either Party may, if such non-performance continues for more than three (3) months, terminate the relevant purchase order(s) forthwith on giving notice in writing to the other party in which event neither party shall be liable to the other by reason of such termination.
9.1 Both Parties undertake to treat all information relating to the Agreement and the Service as confidential unless the other Party has approved disclosure to third parties. This shall not apply to information that was in the public domain at the time of disclosure, later became part of the public domain through no breach of this section by the Party or that was lawfully disclosed to the Party by a third party.
9.2 Moblrn reserves the right to disclose confidential information to its employees and potential consultants or similar, provided that these persons are bound by a duty of confidentiality.
10. INTELLECTUAL PROPERTY
The license given to the Customer by the Agreement and these Terms is a non-transferable right to use the Service in accordance with the Agreement and these Terms. The Customer holds no other right to any of Moblrn’s intellectual property rights or the content created on or through the Service unless the Customer has itself entirely provided the content by uploading it to the Service (for example text, pictures and logotypes).
11. PERSONAL DATA
11.1 Moblrn is a personal data processor (Sw personuppgiftsbiträde) in relation to the Customer which is the personal data controller (Sw personuppgiftsansvarig). Moblrn shall at all times process the data in accordance with the instructions from the Customer and at all times follow the rules of applicable personal data laws.
11.2 Unless any specific instruction is in place, Moblrn refers to its Standard Data Processor agreement (attached hereto) which in such case shall form an integral part of these Terms.
12.1 The Service, the Agreement and these Terms shall be governed by Swedish law, without regard to conflict of laws principles.
12.2 The Parties shall attempt to resolve any dispute arising out of the Service, the Agreement or these Terms through negotiations. If the dispute is not resolved through these negotiations, the Parties may bring the case to court, with Stockholm District Court as the agreed legal venue.
12.3 Changes to the Agreement or these Terms can only be made in writing and are only valid following approval and signature by both Parties.