GENERAL TERMS AND CONDITIONS FOR USE OF ONLINE LEARNING COURSES AND TOOLS

1 Definitions

The following terms shall have the meanings below whenever they are used in the Agreement.

“Agreement” means the agreement between the parties regarding Supplier’s provision of the Service and the Customer’s use of the Service, including these User Terms.

“Intellectual Property Rights” means all registered or unregistered, existing or future prospective intellectual property rights, including trademarks, patents, patent applications and registrations, patterns, designs, software, copyright and other similar intellectual property rights.

“Service” means the Supplier’s provision of the System as a service on the terms of the Agreement for the benefit and use of the Customer in accordance with the Agreement.

“Service Fee” means the agreed fee for the Customer’s use of the Service.

“Start Date” means the day on which the Service is available to the Customer.

“System” means Online learning courses and tools, as modified and updated from time to time at the Supplier’s sole discretion.

“User” means a person who is authorized to use the Service on behalf of the Customer. Customer shall specify its Users to Supplier.

“User Terms” means these General Terms and Conditions for Use of UCC Navigator.

2 Provision of the service

2.1 KGH grants the Customer a non-exclusive, non-transferable right to use the Service for the Customer’s internal business purposes, against payment of the agreed fees, for the duration of the term of the Agreement.

2.2 KGH undertakes to provide the Service to the Customer from the Start Date.

2.3 KGH will use reasonable efforts to limit the occurrence of any errors or interruptions to the Service. The Customer however recognizes that the Service cannot be expected to be error free and that interruptions in the provision of the Service may occur.

2.4 KGH undertakes to perform its undertakings in a professional and workmanlike manner. KGH is not responsible for storage or back up of any data.

2.5 The Service is subject to ongoing improvements and development. KGH may as a consequence, without giving prior notice to the Customer, modify, update and/or make changes to the Service during the term of the Agreement.

2.6 KGH may engage a subcontractor to perform a part of the Service. KGH is liable for a subcontractor’s work as for its own work.

3 The customer’s responsibilities and use of the service.

3.1 The Customer is responsible for the communication between the Customer and the Service. It is also the Customer’s responsibility that it has the relevant equipment and software that is required for use of the Service.

3.2 The Customer shall take reasonable measures to protect log-in information to the Service. The Customer shall inform Supplier promptly if the Customer has reason to believe that the information is no longer properly secured.

3.3 The Customer may only use the Service in accordance with the Agreement and shall follow KGH’s instructions regarding use of the Service.

4 Fees and payment

4.1 The Customer’s use of the Service is subject to the agreed service fees.

4.2 All presented fees and prices are exclusive of VAT.

4.3 If the systems are bought by a private person or an authority without VAT number, local VAT will be added to purchasing price.

4.4 KGH may change the fees and prices for the Service providing the Customer not less than 60 days prior notice. Such notice will be given in writing via e-mail to the contact e-mail address submitted by the Customer.

4.5 Payment shall be made in accordance with the presented routines and terms depending on the payment method.

5 Confidentiality

5.1 During the term of the Agreement and thereafter and for a period of five (5) years thereafter, the receiving party undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without the disclosing party’s prior written consent, regarding the disclosing party’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the receiving party's performance of its obligations under the Agreement. Information that the disclosing party has declared to be confidential shall at all times be considered a trade or professional secret.

5.2 This confidentiality undertaking shall not apply to information the receiving party can prove it learned of in a manner other than through the Agreement or which is public knowledge. Nor does this confidentiality undertaking apply when the receiving party is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.

6 IPR

KGH, or any third party from whom KGH derives its right, owns and shall retain all rights, title and interest, including any Intellectual Property Rights, in and to the Service. Nothing in the Agreement shall be construed as granting or conferring, fully or partly, any such rights to Customer. The Customer’s rights to the Service are strictly limited to the right to use the Service in accordance with the terms of the Agreement.

7 Liability and limitation of liability

7.1 In the event of errors or interruptions to the Service causing the Customer significant inconvenience the Customer is entitled to receive a reasonable deduction in the service fee for the month during which the Customer’s use has been significantly affected.

7.2 KGH shall have no other liability for interruptions or errors in the Service.

7.3 Except as specifically set forth herein, KGH makes no express or implied warranties in connection with its provision of the Service.

7.4 In no event shall KGH be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been advised of the possibility of such damages, or for the acts of third parties.

7.5 KGH’s liability for the Service, whether arising from contract, tort (including negligence) or otherwise, connected with or resulting from KGH’s provision of the Service shall per calendar year be limited to fifteen percent (15%) of the annual service fees which the Customer has paid to KGH.

7.6 KGH shall under no circumstances be held liable in relation to any claim made by the Customer towards KGH unless Customer submits such claim in writing to KGH without undue delay and in any event within six months after the service to which the claim relates to has been carried out by KGH.

7.7 KGH shall not be responsible for action taken or fines or penalties assessed by any governmental agency because of the failure by the Customer to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to the Customer by any such agency.

7.8 KGH and the Customer acknowledge that the limitations of liability set out herein reflect an informed, voluntary allocation between KGH and the Customer of the risks (know or unknown) that may exist in connection with KGH’s provision of the Service.

8 Modification of the user terms

These User Terms may be amended by KGH. Such amendment shall be notified to the Customer not later than thirty (30) days prior to the entry into force thereof. Where KGH has amended the User Terms and the amendments are to the disadvantage of the Customer, the Customer may terminate the Agreement with effect commencing when the amendments enter into force, provided that such notice of termination is given within thirty (30) days after the Customer is informed thereof.

9 Choice of law and dispute resolution

The Agreement is governed by Swedish law, without regard to its conflict of laws provisions. The breach, termination or invalidity thereof, shall at first instance be settled by the District Court of Gothenburg.