These General Terms and Conditions govern the Customer’s access to and use of the digital learning platform and related services provided by Quizrr AB ("Quizrr"). These General Terms and Conditions apply to the Agreement between the Parties and form an integral part thereof.

1. Definitions

1.1 In additions to terms defined elsewhere in the Agreement, the following definitions shall apply:

“Add-on Services” means onboarding services, customisation of the Solution, project management, trainings, workshops, extended support services, provision of the API, and other consultancy services agreed in a manual Order.

“Agreement” means the Order and these General Terms and Conditions, including any additional terms and conditions and policies incorporated therein by reference.

“API” means the API that facilitates integration between the Solution and the Customer System.

“Client” means an entity that typically uses an extensive supply chain to produce and distribute its products or services.

"Customer" is the Client or Supplier that has: (i) signed a manual Order; or (ii) submitted an online Order.

“Customer System” means the Customer’s system(s) which the Customer uses to access or integrate with the Solution.

“Dashboard” means the control and viewing panel through which the Customer e.g., can access the Training Application and Training Data.

“Effective Date” means the date Quizrr countersigns a manual Order or confirms an online Order submitted by the Customer.

“Fees” means the fees charged by Quizrr for the Solution and any Add-on Services as set out in the Order.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Malicious Code” means code, files, agents, programs or similar that are intended to do harm including by way of e.g., viruses and trojan horses.

“Mobile Device” means a piece of portable electronic equipment which can be used to run the Training Application.

“Order” means an order for the Solution (or relevant components thereof) and/or Add-on Services, consisting of either: (i) the manual order, scope of work (SOW), or quote individually agreed between the Parties; or (ii) the online order submitted by the Customer via Quizrr’s website or through a weblink and as thereafter confirmed by Quizrr.

“Party” means each of the Customer and Quizrr and the “Parties” means both the Customer and Quizrr.

“Services” means Standard Support and any Add-on Services.

“Solution” means the Dashboard, the Training Application, the Mobile Devices, the Training Data, and the Solution Data.

“Solution Data” means User Data and other data relating to the provision, use, and performance of various aspects of the Solution and related systems and technologies, excluding any of the Customer’s confidential information.

“Specification” means the specification of the respective components of the Solution, as updated from time to time and available here.

“Standard Support” means the helpdesk and the incident resolution assistance provided free of charge by Quizrr to the Customer in relation to the Solution.

“Supplier” is an entity (to be) included in a Client’s supply chain.

“Territory” means globally unless otherwise set out in the Order.

“Third Party Products” means products and services provided by Quizrr which are a part of the Solution but not owned by Quizrr or that are specifically identified as a third party product in the Specification.

“Training Application” means the software application for educational training modules as licensed by Quizrr to the Customer.

“Training Data” means data entered, submitted, and/or uploaded by the Users as well as reports, statistics, and other results generated by the Training Application.

“User” means an individual who is authorized by the Customer to use the Solution. Users may include for example employees of the Customer.

“User Data” means the User’s login details and any Solution Data that is personal data.

1.2 Terms such as, but not limited to, “personal data”, “controller”, “processor”, etc., which are used but not defined in the Agreement shall be interpreted in accordance with the GDPR. 

2. Introduction

2.1 Quizrr provides the Solution to Clients and Suppliers, who are both Customers but act in different roles and with access to different components of the Solution. The Client is typically a retailer/brand, and the Supplier is typically an entity contracted by a Client for the production or distribution of the Client’s products or services. In most cases, the Supplier has access to the Solution as a beneficiary being an indirect nonpaying Customer that undergoes training at the initiative or instruction of a Client. However, a Supplier may also procure a license to the Solution itself by placing an Order with Quizrr.

2.2 Quizrr’s obligation to provide the Solution and the Services and the Customer’s right to use the Solution and the Services are conditional upon the Customer’s fulfilment at all times of its obligations under the Agreement.

2.3 These General Terms and Conditions apply between the Parties unless otherwise agreed. In case of any conflict between an Order and these General Terms and Conditions, the Order takes priority.

3. The Solution

3.1 The most recent description of the Solution is available in the Specification.

3.2 Quizrr reserves the right, at its sole discretion, to change the Solution at any time, provided that the change, in Quizrr’s reasonable opinion, does not alter the fundamental functionality of the Solution and is not otherwise to the material detriment of the Customer. In the latter case, the change mechanism in Section 11 applies.

4. Add-on Services

4.1 Quizrr may, subject to a manual Order and in accordance with Quizrr’s then current price list, provide Add-on Services.

4.2 Quizrr shall perform Add-on Services in a professional and workmanlike manner.

4.3 Quizrr shall be entitled to substitute a consultant working for the Customer in case the person’s employment with Quizrr is terminated, the person is absent due to sickness or vacation or is otherwise unavailable for work due to circumstances outside of Quizrr’s control. Quizrr shall then, without undue delay, substitute the person with another consultant who is equally qualified to perform the Add-on Service.

5. Standard Support

5.1 Quizrr provides Standard Support to the Customer via its helpdesk ticket system. A support ticket shall at least contain the following information: (i) a description of the request/incident; (ii) contact information to the person that is filing the ticket and has experienced the incident; and (iii) any other information reasonably requested by Quizrr.

5.2 Standard Support is provided remotely in accordance with Quizrr’s standard support policy as applicable from time to time and available here.

5.3 Extended support services may be included in the Customer’s license to the Solution or otherwise be ordered as an Add-On Service.

6. Mobile Devices

6.1 Quizrr may offer the Customer to purchase, borrow, or rent Mobile Devices from Quizrr, either with the Training Application pre-installed by Quizrr or to be installed by the Customer. In any such case, the Customer may not install the Training Application on any other devices.

6.2 The delivery date, delivery terms, and other relevant terms for the Mobile Devices shall be agreed in a manual Order. In case of any conflict, the terms of the Order shall take priority over this Section 6.

6.3 In case of a purchase, the title to the Mobile Devices is transferred to the Customer upon payment of the applicable Fees for such Mobile Devices.

6.4 In case of a rental, the Customer shall return the Mobile Devices within thirty (30) days from Quizrr’s request or the expiry of the Agreement (whichever is earlier).

6.5 Quizrr grants no warranties or indemnities in relation to the Mobile Devices and they are provided on an “as-is” basis. However, Quizrr will transfer any third party warranty grated to it that is transferable to Customer’s who purchases Mobile Devices.

7. Integration through API

If Quizrr shall provide the API to the Customer under an Order, the Customer is solely responsible for the integration between the Solution and the Customer System. Quizrr does not warrant that the API is fit for purpose or that the integration will be successful and does not provide any other warranties in relation thereto.

8. CUSTOMER OBLIGATIONS

8.1 The Customer shall:

(i) in a timely manner pay the invoiced Fees for the Solution and any Add-on Services; (ii) handle User access management to the Solution; (iii) manage its relationship with the Users, including, inter alia, communicating with Users, providing information and support to Users, and answering and managing claims and requests from Users; (iv) be responsible and liable to Quizrr for all its Users’ compliance with the Agreement; (v) ensure that the log-in information of its Users remains confidential and be liable for any unauthorized use of the Solution caused by the Customer’s or its Users’ failure to protect their log-in information; (vi) be solely responsible for the control and verification of any data submitted by the Customer when using the Solution; (vii) ensure that all data submitted by the Customer (including for the avoidance of doubt its Users) and Customer’s collection and processing thereof is in compliance with any applicable laws and regulations, including but not limited to any applicable data protection and privacy laws and regulations; (viii) use commercially reasonable efforts to prevent and terminate unauthorized access to the Solution and Standard Support, and notify Quizrr promptly of any such unauthorized use; (ix) use the Solution and the Services only in accordance with the Agreement, applicable laws and government rules and regulations; (x) comply with Quizrr’s reasonable instructions and requests from time to time; and (xi) at its own expense, provide Quizrr with such other assistance that Quizrr reasonably requires to fulfil its obligations under the Agreement.

8.2 The Customer may not:

(i) lease, sublicense, rent, distribute, or otherwise use the Solution or the Services to the benefit of a third party; (ii) permit direct or indirect access to or use the Solution or the Services in a way that circumvents a contractual usage limit; (iii) use the Solution or the Services to store or transmit Malicious Code; (iv) use the Solution or the Services for any illegal, harmful, offensive, immoral, or unauthorized purposes or in a way that violates applicable laws or creates a material adverse effect on Quizrr, or take any action that imposes or may impose (in Quizrr’s sole discretion) an unreasonable or disproportionate burden on Quizrr’s and/or Quizrr’s suppliers’ technical infrastructure; (v) modify, reverse engineer, develop, decompile, disassemble, otherwise amend or create derivative products of the Solution, or use the Solution or the Services to access Quizrr’s intellectual property (save for as permitted under the Agreement or mandatory law), or to violate the security or integrity of any network, computer or communication system, software, or network or computing device.

9. Restriction of Access to the Solution

9.1 Quizrr shall make commercially reasonable efforts to keep the Solution available and operational, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.

9.2 In the event the provision of the Solution causes damages or, in Quizrr’s reasonable opinion risk of damages for Quizrr, Quizrr’s subcontractors or customers, e.g., in the event of a DOS attack or introduction of Malicious Code, Quizrr may restrict the Customer’s access to the Solution and/or remove, disable access to, or modify any content or resource that violates the Agreement. Quizrr will promptly notify the Customer’s contact person (as identified in the Order) of any such restrictions and shall only undertake the measures as justified by the circumstances in each case.

9.3 Quizrr reserves the right to temporarily restrict access to the Solution in case of failure to pay the applicable Fees or authorized use of the Solution, subject to written notice to the Customer. When the failure or breach is rectified, Quizrr shall restore access unless Quizrr terminates the Agreement as set out in Section Error! Reference source not found..

9.4 For the sake of clarity, restriction of access to the Solution as set out herein does not entail any right of compensation for the Customer.

10. Fees and Payment

10.1 Customer shall pay the Fees in accordance with the Order. Quizrr is entitled to change the applicable Fees upon renewal of the Agreement as further set out in Section 11.

10.2 The Fees exclude VAT and any other taxes as well as import or export fees. The Customer shall be responsible for all taxes and import and export fees associated with its access to and use of the Solution. 

10.3 If Quizrr incurs extra work or additional costs due to circumstances attributable to the Customer, Quizrr may charge the Customer for such extra work and additional costs in accordance with Quizrr's current price list.

10.4 All Fees are nonrefundable subject to what is set out below:

(a) If the Client has appointed a Supplier that for any reason fails to onboard the Solution, the subscription for such Supplier will not be renewed and thus, the Client will not be charged for any further Fees for the Supplier.

(b) If the Client appoints a Supplier that already has access to the relevant parts of the Solution, then the Client is not entitled to a refund for any Fees paid in relation to such Supplier but will receive a service credit to be used for the same components of the Solution in relation to another Supplier.

(c) Quizrr shall refund prepaid Fees to the Customer for the period after the effective date of termination in case: (i) the Customer terminates the Agreement prematurely under Sections 11.3. or 20.3.(i); or (ii) Quizrr terminates the Agreement prematurely under Sections 16. or 17.5.

10.5 Licensed based Fees are invoiced in advance prior to each license period, i.e., the initial period of the Agreement and each renewal period.

10.6 The payment term is thirty (30) days from the invoice date.

10.7 The Customer must notify Quizrr of any remarks to the invoice within the payment term of the invoice to be able to dispute the invoice.

10.8 Quizrr is entitled to receive interest in accordance with the Swedish Interest Act (SFS 1975:635) on all unpaid overdue amounts until the invoice is fully paid. Quizrr is also entitled to compensation for any costs of debt collection.

11. Changes

11.1 Quizrr may change these General Terms and Conditions, the Solution, the Specification, and its price list at any time.

11.2 In case of material changes, Quizrr will provide at least thirty (30) days’ prior written notice to the Customer’s contact person (as identified in the Order).  However, any changes to these General Terms and Conditions or the applicable Fees will enter into force only upon renewal of the Agreement.

11.3 If Quizrr imposes: (i) material changes to the Solution or the General Terms and Conditions that also have a material detrimental effect on the Customer; or (ii) any material increase of the Fees, the Customer may terminate the Agreement by written notice within fourteen (14) days from the date of Quizrr’s change notice, in which case the Agreement is terminated at the effective date of such change.

12. Intellectual Property Rights

12.1 General

12.1.1 Quizrr (or its licensors) owns all rights in and title to the Solution and any results arising out of Quizrr’s provision of the Services, including the Training Data and the Solution Data as well as any feedback and ideas regarding the Solution or the Services provided to Quizrr by the Customer.

12.1.2 The Customer is granted a nonexclusive and nontransferable license during the term of the Agreement to access and use the Solution within the Customer’s business for its intended purposes and within the Territory.  Limitations, exceptions, additions, and other variations to this general Solution license are regulated in Sections 12.2 – 12.4.

12.2 Training Data

12.2.1 Training Data is part of the Solution and consequently owned by Quizrr as set out in Section 12.1.1. Quizrr particularly reserves the right to freely distribute any Supplier’s Training Data consisting of aggregated or other de-identified form or summaries thereof, including the name of the Supplier that the Training Data refers to, as part of the Solution and to generally market Quizrr and promote sustainability.

12.2.2 The Customer’s license to the Solution encompasses the Customer’s own Training Data and, if the Customer is a Client, the Training Data of the Suppliers that the Client has paid the applicable Fees for. However, the Customer’s license to Training Data is limited to such data only in aggregated or other de-identified form as accessible to the Customer via the Dashboard.

12.2.3 The Customer is also granted a perpetual license to continue to use Training Data which was downloaded from the Dashboard during the term of the Agreement, for the sole purpose of promoting sustainability. The Customer is not entitled to charge any fees or request any type of compensation or contribution for such distribution.

12.3 API

The Customer’s access to the API requires a manual Order. A license to the API is granted only for the purpose of integrating the Customer System with the Solution.

12.4 Solution Data

12.4.1 Solution Data is part of the Solution and consequently owned by Quizrr as set out in Section 12.1.1. Quizrr particularly reserves the right to use the Solution Data to improve and enhance the Solution and for other statistic, development, diagnostic and corrective purposes, and for other of Quizrr offerings.

12.4.2 The Customer is not granted any rights to access or use the Solution Data.  

12.4.3 For the avoidance of doubt, this Section 12.4. is without prejudice to Quizrr’s obligations referring to personal data processing and confidentiality as set out in the Agreement and Quizrr’s privacy policy.

12.5 Tradenames and Trademarks

12.5.1 Subject to the Customer’s compliance with Quizrr’s brand guidelines (if any), the Customer is granted:

(a) a nonexclusive and nontransferable license during the term of the Agreement for the sole purpose of promoting sustainability: (i) to use Quizrr’s logotype on its webpage; and (ii) in sustainability reports disclose that it uses the Solution; and

(b) a nonexclusive, nontransferable, and perpetual licence to use Quizrr’s name and logotype on documents that constitute Training Data which was downloaded from the Dashboard during the term of the Agreement for the sole purpose of distributing such Training Data under Section 12.2.3.

12.5.2 If the Parties agree in a manual Order that the Solution shall be white labelled in whole or in part, the Customer grants Quizrr a nonexclusive license to use the trademarks set out in the Order for the purpose of adjusting the Solution accordingly and provide the adjusted Solution to the Customer. For the avoidance of doubt, white labelling of the Solution does not entail a transfer of any rights to the Solution or the result of Quizrr’s adjustments thereof.

12.5.3 The Supplier confirms and accepts that its name may be included in Training Data and that Quizrr is under no obligation to delete or otherwise keep the Supplier’s name confidential. Moreover, Quizrr shall be entitled to use the Customer’s name as a reference in relation to other existing and potential customers and otherwise to promote sustainability.

12.5.4 Use of the other Party’s name etc. other than as expressly set out in the Agreement, is subject to prior written approval, not to be unreasonably withheld or delayed.

13. Processing of Personal Data

13.1  In the execution of the Agreement, each Party will process personal data concerning the other Party’s employees and other representatives. Such personal data may include contact details and organisational information and may be used for communication between the Parties and the administration of rights and obligations the Agreement. Each Party is the controller of personal data for such processing.

13.2 Quizrr obtains consent from the Users, or procures another applicable legal ground, for the processing of personal data pertaining to the Users, and Quizrr is consequently a controller of User Data and other personal data processed as part of providing the Solution or the Services. The Customer confirms that Quizrr is the controller of such processing, and that Quizrr is not processing any personal data on behalf of the Customer in connection with Quizrr’s provision of the Solution or the Services.

13.3 The processing that Quizrr performs in its role as controller is described in Quizrr’s privacy policy available at https://www.quizrr.se/privacy-policy/.

13.4 The Customer understands and acknowledges that: (i) when the Customer avails itself of statistics, reports, or other information presented within the Solution, such information may directly or indirectly identify a natural person and therefore constitute personal data; and (ii) that the Customer then will process such personal data as a controller. Quizrr is under no obligation to provide information about the Customer’s processing of personal data to the Users.

13.5 The Parties confirm that they are not joint controllers of personal data, and that they are separately responsible for complying with any obligations concerning data protection which may be applicable to them, respectively. However, the Parties shall cooperate in good faith concerning matters relating to data protection, if required to comply with applicable laws or ensure a high level of protection for the personal data relating to the Users.

14. Confidentiality

14.1 Each Party undertakes not to disclose to any third party without the consent of the other Party any information received from the other Party, which can reasonably be deemed to be of a confidential nature, including but not limited to trade secrets and information which is covered by any statutory duty of secrecy. Information stated by a Party to be confidential shall always be deemed to constitute confidential information.

14.2 The Parties' confidentiality obligations under this Section 14 shall not apply to trade secrets or any other confidential information which the receiving Party can demonstrate: (i) is already known when received; (ii) is or has become public knowledge other than through breach of the Agreement; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is to be made publicly available due to a court order, a decision by a public body or as otherwise required by mandatory law or the mandatory rules of a recognized stock exchange.

14.3 Each Party shall be entitled to share confidential information hereunder with its employees, consultants, affiliates, advisors and subcontractors to the extent: (i) necessary for such Party to exercise its rights and obligations hereunder and (ii) subject to such third parties having signed a confidentiality undertaking no less stringent than the confidentiality undertaking set out in this Agreement. For the avoidance of doubt, each Party is liable for any breach of confidentiality of its representatives.

14.4 The Parties’ obligations under this Section 14. shall apply during the term of the Agreement and for a period of three (3) years after expiry or termination of the Agreement.

15. Warranty and Disclaimers

15.1 Quizrr warrants that during the term of the Agreement the Solution will conform in all material aspects with Specification.

15.2 Except as expressly provided herein, Quizrr makes no warranty of any kind whether express, implied statutory or otherwise and the Customer hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as fitness for a particular purpose, merchantability, noninfringement, and the Solution being free from errors and bugs.

15.3 The Customer confirms that the Training Data is contingent on the processing of personal data, and that the GDPR or other applicable legislation concerning data protection, may oblige Quizrr to modify, erase or cease the processing of personal data and that this may impact the Training Data accessible to the Customer.

15.4 In its use of the Solution, the Customer may access data submitted by third parties. Quizrr has limited means to verify such data and to that end, the Customer acknowledges and agrees that Quizrr may not be held liable for third party data presented in the Solution.

16. Third Party Products

Quizrr may be dependent on Third Party Products to be able to provide the Solution. The Customer may only use the Third Party Products in accordance with the third party provider’s terms as listed by Quizrr in the Specification. Quizrr’s liability for defects and infringement claims regarding such Third Party Products is limited to immediately reporting the defect/infringement to the third party supplier. If it is finally concluded that there is an infringement or if Quizrr identifies a risk of infringement and the third party supplier does not take reasonably required measures, Quizrr is entitled to terminate the Agreement by three (3) months’ written notice.

17. Indemnity Obligations

17.1 Quizrr shall defend the Customer against third party claims of infringement of such third party’s copyright or trade secret resulting from the Customer’s use of the Solution in the Territory and shall indemnify the Customer for any cost or damage which the Customer may be obligated to pay in accordance with a judgment, arbitral award, or settlement resulting from such claim.

17.2 The Customer shall defend Quizrr against third party claims referring to any data made available by the Customer and the Customer’s use of the Solution in breach of the Agreement and shall indemnify for any cost or damages which Quizrr may be obligated to pay in accordance with a judgment, arbitral award, or settlement resulting from such claim.

17.3 A Party’s indemnity obligations under this Section 17. shall only apply if the Party invoking the indemnity obligations: (i) notifies the indemnifying Party in writing of the claim without undue delay; (ii) gives the indemnifying Party the sole right to control the defence of the claim and decide on any agreement or settlement; and (iii) at the indemnifying Party’s reasonable expenses, provides the assistance necessary to defend or settle the claim. Notwithstanding the foregoing, the Party invoking the indemnity obligation shall be given a right to participate in such proceedings, at its own expense, and no settlement shall be made without its prior written consent, not to be unreasonably withheld or delayed.

17.4 In addition to what is set out in Section 1.3, Quizrr will indemnify the Customer only if: (i) the Customer has used the Solution in accordance with Quizrr’s instructions and the Agreement; (ii) the alleged infringement has not been caused by the use of the Solution in combination with any other software or material where the infringement could otherwise have been avoided; and (iii) the infringement has not been caused by the Customer System, the Customer’s own instructions, or data made available by the Customer.

17.5 If Quizrr identifies a risk of the Solution infringing a third party’s intellectual property rights, Quizrr shall be entitled to terminate the Agreement by thirty (30) days’ prior written notice.

17.6 The provisions of this Section 17. shall constitute Quizrr’s sole and exclusive responsibility and the Customer’s sole remedy in relation to infringements of third party intellectual property rights. Infringement claims referring to Third Party Products are regulated by Section 10.

18. Limitation of Liability

18.1 Quizrr’s liability for damages shall be limited to direct damages caused by negligence and Quizrr’s total annual liability shall be limited to an amount corresponding to the Fees paid by the Customer such contract year.

18.2 Neither Party shall be liable for any loss of production, loss of data, loss of business or profit, loss of use, loss of goodwill, the obligation to compensate a third party or any other indirect damages.

18.3 The above limitations shall not apply in relation to a Party’s indemnity obligations under Section 17. or in the event of any loss which is caused by a Party’s gross negligence, intentional breach, or breach of the confidentiality undertaking set out in the Agreement.

18.4 Quizrr shall have no liability for any breach of the Agreement or failure in the Solution or the Services the extent such breach or failure is a result of an infrastructure provider (such as electricity, telecom, network, internet, and cloud service providers), or any other third party not being a subcontractor to Quizrr, failing to provide the items necessary for Quizrr’s provisioning of the Solution or the Services.

18.5 Each Party shall use reasonable endeavours to mitigate its damages and losses under the Agreement, including any losses under any indemnities set out in the Agreement.

19. Force Majeure

19.1 If and to the extent that a Party’s performance of any of its obligations under the Agreement is prevented or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labour disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects, epidemics, pandemics and/or delays in delivery of a Party’s subcontractors due to the circumstances here stipulated (each, a “Force Majeure Event”), then the nonperforming Party shall be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. The nonperforming Party is always obligated to mitigate the effects of a Force Majeure Event.

19.2 Should a Force Majeure Event continue for more than three (3) months, each Party shall have the right to terminate the Agreement in whole or in part.

20. Term and Termination

20.1 The Agreement enters into force on the Effective Date and shall remain in force for the initial period stipulated in the Order or, if not set out in the Order, for an initial period of one (1) year. After the initial period the Agreement will automatically renew for fixed periods of one (1) year at the time, unless terminated earlier in accordance with what is set out in the Agreement.

20.2 Unless otherwise agreed, either Party may terminate the Agreement with three (3) months’ written notice prior to the expiry of the then current term.

20.3 Either Party may upon written notice to the other Party terminate the Agreement with immediate effect if: (i) the other Party has committed a material breach of the Agreement, and has not rectified the same within thirty (30) days after receipt of a written notice thereof; or (ii) the other Party is wound up or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed or if circumstances arises which would entitle the court or a creditor to make a winding up order, or if it otherwise is likely that the other Party is insolvent.

20.4 Use of the Solution in breach of the Agreement or other violations of Quizrr’s (or its licensor’s) intellectual property rights and failure to fully pay the invoices in a timely manner shall always qualify as a material breach. 

20.5 If the Customer is a Supplier that is using the Solution at the cost of a Client, Quizrr shall notify the Supplier without undue delay if the agreement between Quizrr and the Client that is paying the Fees is (about to be) terminated for any reason. The notice shall include information about upcoming Fees referable to the Supplier’s continued use of the Solution, in accordance with Quizrr’s then current price list. Unless the Supplier notifies Quizrr within ten (10) days from such notice that it agrees to pay the upcoming Fees for its use of the Solution Quizrr, Quizrr is entitled to terminate also the Agreement with the Supplier. The Agreement is then terminated at expiry of the later of: (i) the mentioned notice period; and (ii) the period already paid for by the Client.

20.6 Upon termination of the Agreement, the Customer shall disconnect any integrations to the Solution, cease all access to the Solution, and delete the Training Application from all its devices. The Customer shall also either return or delete any other data or material provided to it under the Agreement in accordance with Quizrr’s instructions, unless the Customer has procured a right of continued use thereof under the Agreement.

21. Miscellaneous

21.1 Any notice given by either Party under this Agreement, shall be in writing and shall be delivered by e-mail to the other Party’s contact person (as identified in the Order). Such notice shall be deemed to be given on the day after sending, provided that the sending Party does not receive any error message and that the sending e-mail account indicates that the e-mail was sent to the correct address. At the time of entering into the Agreement, the Parties respective contact details are listed in the Order. The Parties may change their respective contact details by sending a notice in accordance herewith.

21.2 A Party may only assign the rights or obligations under the Agreement to a third party with the prior written consent of the other Party, not to be unreasonably withheld or delayed.

21.3 Quizrr may engage subcontractors to perform its obligations under the Agreement.

21.4 The Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, arrangements and understandings between the Parties, whether written or oral, relating to the Solution and the Services.

21.5 Any provision of the Agreement that to its nature is intended to survive the termination of the Agreement, will survive such termination and remain in force without limitation in time.

22. Govering Law and Disputes

22.1 The Agreement shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.

22.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.

22.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

22.4 The Parties undertake and agree that all arbitral proceedings will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. Notwithstanding the foregoing, a Party shall not be prevented from disclosing such information to safeguard in the best possible way its rights in connection with the dispute, or if obliged to do so due to a court order, a decision by a public body or as otherwise required by mandatory law or the mandatory rules of a recognized stock exchange.