Terms and Conditions of Use
Terms and Conditions of Use
THESE GENERAL TERMS AND CONDITIONS FORM AN INTEGRAL PART OF THE AGREEMENT BETWEEN THE PARTIES.
In additions to terms defined elsewhere in the Agreement, the following definitions shall apply.
“API” means the API that facilitates integration between the platform which the Service is based upon with the Customer’s System.
“Training Application” means the software application in which educational training is delivered.
“Consultancy Services” means onboarding services, customisation services, project management, trainings, workshops, blended learning packs, augmented staffing services and other consultancy services provided by the Service Provider to the Customer from time to time.
“Customer System” means the Customer’s system(s) which the Customer wishes to integrate the platform upon which the Service is based upon with.
“Fees” means the fees charged for Customer’s and its third-party beneficiaries’ use of the Quizrr Solution and that are payable to the Service Provider.
“Force Majeure Event” shall be given the meaning set out in Section 17.1.
“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).
“Infrastructure Providers” means all of the Service Provider’s infrastructure providers such as, inter alia, electricity, telecom, network, internet and cloud service providers.
“Mobile Device” means a piece of portable electronic equipment which can be used to run the Training Application.
“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.
“Party” means each of the Customer and the Service Provider and the “Parties” means both the Customer and the Service Provider.
“Quizrr Solution” means the products and services ordered by the Customer or otherwise made available to the Customer through a third party ordering such component(s) of the solution and makes it available to the Customer.
“Service” means the Quizrr SaaS-solution.
“Specification” means the specification of the respective components of the Quizrr Solution, as updated from time to time and available here.
“Start Date(s)” means the respective dates specified in the Quote or agreed in writing separately, as of which the Quizrr Solution shall be made available to the Customer.
“Support Services” means the helpdesk and the incident resolution assistance provided by the Service Provider to the Customer in relation to the App and the Service.
“Third-Party Products” means goods and services not owned by the Service Provider but which are a part of the Quizrr Solution or that are specifically labelled as third-party products.
“Territory” means the territory set out in the Quote. If territory is not defined in the Quote, territory shall be globally.
“User” means an individual who is authorized by Customer to use the Quizrr Solution and to whom the Customer has supplied a user id and a password and/or made sure they have access to the Quizrr Solution. Users may include for example employees of the Customer.
Terms such as, but not limited to, “personal data”, “controller”, “processor”, etc, which are used but not defined in the Agreement shall be construed in accordance with the GDPR.
2. The Quizrr Solution
2.1 The Service Provider shall from the agreed Start Date(s) provide the Quizrr Solution in accordance with the terms of the Agreement.
2.2 Notwithstanding what is set forth in Section 2.1, the Service Provider reserves the right, at the Service Provider’s sole discretion, to amend the Quizrr Solution at any time, always provided that the functionality offered via the Quizrr Solution ordered by the Customer is not materially decreased or that such change is not otherwise reasonably to the detriment of the Customer. The most recent description of the Quizrr Solution is available in the Specification. Additional changes shall be subject to the change mechanism in Section 20.3.2.
2.3 The Customer may only access and use the Quizrr Solution within the Customer’s business for its intended purposes during the term of the Agreement and in the Territory.
2.4 The Service Provider’s obligation to provide the Quizrr Solution and the Customer’s right to use the Quizrr Solution is conditional upon Customer’s fulfilment at all times of its obligations under the Agreement.
3. THE TRAINING APPLICATION AND MOBILE DEVICES
3.1 If the Customer, per the Agreement, shall be given access to the Training Application, then the Customer is granted a non-exclusive, non-transferable and limited license to use the Training Application. If the Training Application was delivered pre-installed on Mobile Devices, then the Customer may not install the Training Application on other devices unless permitted in writing by the Service Provider.
3.2 The Customer may purchase Mobile Devices from the Service Provider with the Training Application pre-installed. Unless otherwise agreed, the delivery terms for such Mobile Devices shall be DAP Incoterms 2020 to the company address specified in the Quote. The title to the Mobile Devices is transferred upon payment of the Fees for such Mobile Devices to the person that has paid for the devices (as set out in the Quote). For the avoidance of doubt, this Agreement does not regulate the relationship between the owner of such Mobile Devices and the beneficiary, if any, and it is recommended that the parties to such set-up regulate the use of the Mobile Devices. The Service Provider grants no warranties or indemnities in relation to such Mobile Devices and the devices are provided on an “as-is” basis. To the extent any third-party warranty that is granted to the Service Provider may be transferred to the Customer, then the Service Provider shall transfer such warranty. The delivery date for the Mobile Devices shall be as agreed separately between the Parties in writing.
3.3 If the Customer is a training facility and a third-party customer has purchased Mobile Devices to be used by the Customer, then the Customer acknowledges and agrees that the third-party customer is the owner of such mobile devices.
4. CONSULTANCY SERVICES
Substituting consultants where it has been agreed that a specific person shall perform an assignment, requires the Customer’s prior written consent. Notwithstanding the foregoing, the Service Provider shall, without prior consent, be entitled to substitute such person in case the person’s employment with the Service Provider is terminated, the person falls ill, will go on long term leave or similar circumstances outside of the Service Provider’s control. The Service Provider shall without undue delay substitute the person with another consultant that is equally qualified to perform the Consultancy Services. For the avoidance of doubt, replacement of non-named resources shall not require prior approval.
5. SUPPORT SERVICES
5.1 If the Customer has purchased Support Services, then the Service Provider shall provide Support Services to the Customer via Quizrr helpdesk ticket system at: https://support.quizrr.se/en/support/tickets/new. The helpdesk is available in a variety of languages. Only the person appointed as the Customer’s technical contact person may request the Support Services. The ticket shall at least contain the following information:
(a) a description of the request/incident;
(b) contact information to the person(s) that has made the request and experienced the incident; and
(c) any other information reasonably requested by the Service Provider.
5.2 Support Services are, unless otherwise is expressly agreed in writing, provided remotely. The Service Provider shall strive to respond to any requests for Support Services 48 hours from submitted ticket. Global holidays are excluded.
Provided that the Parties have agreed that the Customer shall get access to the API, the Customer is granted a limited, non-transferable, non-exclusive right to use the API for the purpose of integrating the Customer’s System with the Service. Unless otherwise is agreed, the Customer is solely responsible for such integration and the Service Provider does not provide any warranties in relation thereto, including but not limited to that the API will be fit for purpose or that the integration between the Service and the Customer System will be successful.
7. TRAINING FACILITY
7.1 If the Customer has appointed a training facility and such unit does not enter into or maintain an agreement with the Service Provider for the Quizrr Solution, then the Customer is not entitled to a refund for any Fees paid in relation to such training facility. Any subscriptions in relation to such training facility will nevertheless not be renewed and thus, the Customer will not be charged for any further Fees for such subscriptions. If the Customer appoints a training facility that is found to already have access to the relevant parts of the Quizrr Solution, then the Customer is not entitled to a refund for any Fees paid in relation to such training facility but to service credits that may be used for the same components of the Quizrr Solution in relation to an equivalent training facility.
7.2 If the Customer is a training facility and a third-party customer pays the Fees on behalf of the Customer Section 11.7 shall apply.
7.3 Once a training facility is appointed, unless otherwise agreed, the subscription paid by Customer may not be transferred to another training facility.
8. CUSTOMER OBLIGATIONS
8.1 The Customer shall:
(a) in a timely manner pay its Fees for the Quizrr Solution;
(b) handle user access management to the Service and the Training Application;
(c) unless otherwise is mutually agreed in writing, 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;
(d) be responsible and liable to the Service Provider for all Users’ compliance with the Agreement;
(e) ensure that the log-in information of its Users remains confidential. For the avoidance of doubt, the Customer shall be liable for any unauthorized use of the Quizrr Solution caused by the Customer’s or its Users’ failure to protect their log-in information;
(f) be solely responsible for the control and verification of any data submitted by the Customer in in to the Quizrr Solution;
(g) procure 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;
(h) use commercially reasonable efforts to prevent and terminate unauthorized access to the Service and the Training Application, and notify the Service Provider promptly of any such unauthorized use;
(i) use the Quizrr Solution only in accordance with the Agreement, applicable laws and government rules and regulations;
(j) not lease, sublicense, rent, distribute the Quizrr Solution or use the Quizrr Solution to the benefit of others unless the Service Provider has approved otherwise expressly in writing;
(k) not permit direct or indirect access to or use the Service or the Training Application in a way that circumvents a contractual usage limit or to make network connections to any users, hosts, or networks unless Customer has permission to communicate with them;
(l) not use the Quizrr Solution to store or transmit Malicious Code;
(m) not use the Quizrr Solution for any illegal, harmful, offensive, immoral or unauthorised purposes or in a way that violates applicable laws or creates a material adverse effect on the Service Provider, or take any action that imposes or may impose (in the Service Provider’s sole discretion) an unreasonable or disproportionate burden on the Service Provider’s and/or the Service Provider’s suppliers’ technical infrastructure;
(n) not modify, reverse engineer, develop, decompile, disassemble or otherwise amend or create derivative products of the Quizrr Solution use the Quizrr Solution to access the Service Provider’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, Training Application, or network or computing device;
(o) comply with the Service Provider’s reasonable instructions and requests from time to time; and
(p) at its own expense, provide the Service Provider with such other assistance that the Service Provider reasonably may need to fulfil its obligations under this Agreement.
9. RESTRICTION OF ACCESS TO THE SERVICE
9.1 In the event the provision of the Service causes damages or, in the Service Provider’s reasonable opinion risk of damages for the Service Provider, the Service Provider’s subcontractors or customers of the Service Provider, e.g. in the event of a denial of service attack or introduction of Malicious Code, the Service Provider shall be free to (without any obligation to compensate the Customer) restrict the Customer’s access to the Service and/or to remove, disable access to, or modify any content or resource that violates the Agreement. The Service Provider will notify the Customer’s contact person promptly of any such restrictions and shall only undertake the measures as justified by the circumstances in each case.
9.2 Unless specific availability requirements have been agreed, the Service Provider shall make commercially reasonable efforts to keep the Service available and operational, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.
9.3 The Service Provider reserves the right to stop providing the Service to Users that are using or have used the Service in ways that is not in accordance with the Agreement. If the Service Provider exercises this right, the Service Provider shall inform the Customer thereof without undue delay.
10. THIRD-PARTY PRODUCTS
The Service Provider may be dependent on Third-Party Products in order to be able to provide the Quizrr Solution. The Customer may only use the Third-Party Products in accordance with the third-party provider’s terms, as from time to time listed by the Service Provider in the Specification. The Service Provider’s liability for defects and IP-infringement regarding such Third-Party Products is limited to immediately reporting the defect/infringement to the third-party supplier. The Service Provider shall install solutions provided by the third-party supplier, if any, if this can be made without affecting the Quizrr Solution negatively. The Service Provider shall take commercially reasonable measures to ensure that the third-party supplier complies with its obligations under its agreement with the Service Provider. Except what is stated in this Section, the Service Provider has no other liability in relation to defects and IP-infringements caused by Third-Party Products. If it is finally concluded that there is an IP-infringement or if the Service Provider in its reasonable opinion considers it to be likely that it is an IP-infringement and the third-party supplier does not take reasonably required measures, the Service Provider may terminate the Agreement by three (3) months’ written notice.
11. FEES AND PAYMENTS
11.1 Customer will pay the agreed Fees in accordance with what is set out in the Quote. Unless otherwise is agreed, the prices exclude VAT and any other taxes as well as import or export fees. Payments shall be made to the account according to the Service Providers written directive.
11.2 Unless otherwise agreed, subscription-based fees are invoiced in advance prior to each subscription term, i.e. the initial term and the renewal terms.
11.3 The payment term is thirty (30) days from the date of invoice.
11.4 In the event that the Service Provider incurs extra work or additional costs due to circumstances for which the Customer is responsible, the Customer shall remunerate the Service Provider for such extra work and additional costs in accordance with the Service Provider's current price list.
11.5 Customer’s failure to pay Fees due in a timely manner is considered a material breach of the Agreement.
11.6 If the Customer believes that the Service Provider has invoiced the Customer incorrectly, the Customer shall inform the Service Provider of this within thirty (30) days from the date of the invoice, or the Customer loses its right to dispute the invoice.
11.7 The Service Provider shall be entitled to receive interest in accordance with the Swedish Interest Act (SFS 1975:635) on all unpaid overdue amounts until payment in full has been made. The Service Provider shall furthermore be entitled to compensation for any costs of collection. If the Customer or a third party that pays for the Customer’s use of the Quizrr Solution in whole or in part, fails to make payments when due, the Service Provider shall be entitled to suspend any further provision of the Quizrr Solution until payment in full has been made for the Customer’s use of the Quizrr Solution.
11.8 The Service Provider shall notify the Customer without undue delay if the agreement between the Service Provider and a third party paying fees on behalf of the Customer, if any, is (about to be) terminated and it was expected that such third party would otherwise would have continued paying the fees for the Customer. Unless the Customer notifies the Service Provider within ten (10) days from such notice that it agrees to pay the Fees for its use of the Quizrr Solution previously paid by the third-party payer, then the Service Provider is entitled to terminate the Agreement. Such termination will take effect at the later of (i) the end of such notice period and (ii) the end of the period already paid for by the third-party payer. The pricing shall be per the Service Provider’s price list the date the Customer notifies the Service Provider it will take over the payment obligation and is updated at the end of each agreement term per the then applicable price list.
11.9 Customer shall be responsible for all taxes and import and export fees associated with Quizrr Solution.
12. PROPRIETARY RIGHTS
12.1 Subject to the limited rights granted to Customer hereunder, the Service Provider reserves all right and title to the Quizrr Solution, the result of the Quizrr Solution provided hereunder, including but not limited to any intellectual property rights related thereto, software and content customisations and any feedback and ideas regarding the Quizrr Solution provided by Customer. No rights are granted to Customer other than as expressly set forth herein.
12.2 The Service Provider or its licensors own all rights, including intellectual property rights, in and to the Quizrr Solution, and all parts thereof as well as in any results arising out of the Service Provider’s provision of the Quizrr Solution.
12.3 Subject to the Customer’s adherence to the Service Provider’s brand guidelines, if any, and its compliance with the Agreement, the Customer may use the Service Provider’s trademark logotype on its webpage and in sustainability reports disclose that it uses the Quizrr Solution to ensure promote sustainability. Unless agreed otherwise, the Customer may nevertheless not add the Service Provider’s trademark on or show it together with its products.
12.4 If the Parties agree that the Quizrr Solution shall be white labelled in whole or in part, then the Customer grants the Service Provider a non-exclusive right to use the trademarks set out in the Agreement for the purpose of adjusting the Quizrr Solution accordingly and provide the adjusted Quizrr Solution to the Customer. For the avoidance of doubt, white labelling of the Quizrr Solution does not entail a transfer of any rights thereto or the result of thereof
12.5 Data and other information relating to the provision, use and performance of various aspects of the Quizrr Solution and related systems and technologies (including, without limitation, information concerning data uploaded by the Customer and data derived therefrom) shall be owned by the Service Provider. This inter alia allows the Service Provider to (i) use such information and data to improve and enhance the Quizrr Solution and for other development, diagnostic and corrective purposes, and for other of the Service Provider offerings, and (ii) disclose such data to third parties in aggregate or other de-identified form in connection with its business. For the avoidance of doubt, this Section is without prejudice to the Service Provider’s confidentiality undertaking under this Agreement.
12.6 The Customer is granted a perpetual, non-exclusive, and non-transferable right to use the, during the agreement period, extracted data sets in the Territory for promoting sustainability.
12.7 If the Customer is a training facility, the Customer consents to its results from using the Quizrr Solution being made available to third parties by the Service Provider as part of the Quizrr Solution and for marketing purposes.
13. PERSONAL DATA
In connection with fulfilling the obligations and exercising the rights under the Agreement, each Party will process personal data concerning the other Party’s employees (or persons with roles similar to that of an employee). Such personal data may include contact details and organisational information, and may come to be used for communication between the Parties, the discharge of duties under, and the administration of, the Agreement. Each Party is controller for such processing of personal data.
The Customer understands and acknowledges that (i) when the Customer avails itself of statistics, reports, or other information presented within the Quizrr Solution, such information may directly or indirectly identify a natural person and therefore constitute personal data; and (ii) that the Customer will process such personal data as a controller. The Service Provider is under no obligation to provide information about the Customer’s processing of personal data to the Users.
The Parties are in mutual agreeance 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. Without prejudice to what is set out in this Section 13, the Parties do however undertake to cooperate with each other in good faith concerning matters relating to data protection, where so is needed to comply with applicable laws or ensure a high level of protection for the personal data relating to Users.
14. CONFIDENTIAL AND PUBLICITY
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, including its business, 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 one of the Parties 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 (“Representatives”) 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 be valid during the term of the Agreement and continue for a period of three (3) years after expiration or termination of the Agreement, regardless of the reason therefor.
14.5 The Service Provider shall be entitled to use the Customer’s trademarks and information related to the subject matter of the Agreement for marketing purposes. Such marketing shall always be subject to the Customer’s reasonable instructions as well as the Customer’s prior written approval (e-mail is sufficient). Such approval shall not be unreasonably withheld or delayed. The Service Provider shall without prior approval be entitled to use the Customer as a reference in relation to other potential customers.
15. WARRANTIES AND DISCLAIMERS
15.1 The Service Provider warrants that during the term of the Agreement the Quizrr Solution will be or perform materially in accordance with the Specification.
15.2 Furthermore, the Service Provider warrants that, if applicable, it shall perform the Consultancy Services and Support Services in a professional and workmanlike manner.
15.3 Except as expressly provided herein, the Service Provider 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 implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the Quizrr Solution being free from errors and bugs.
15.4 The Customer acknowledges and accepts that the results and information provided within the Service is contingent on the processing of personal data, and that the exercise of data subjects’ rights, or other obligations under the GDPR or applicable legislation concerning data protection, may oblige the Service Provider to modify, erase or cease the processing of personal data and that this may impact the results and information provided within the Service.
16.1 The Service Provider undertakes to defend the Customer where claims are made or actions are brought against the Customer for infringement of any third party’s intellectual property rights as a consequence of the use in the Territory of the Quizrr Solution, and to indemnify the Customer from any cost or damages which the Customer may be obligated to pay in accordance with a judgment, arbitral award or settlement resulting therefrom, provided such costs and damages were reasonably foreseeable. The Service Provider’s undertaking shall only apply provided that the Service Provider, without undue delay, is notified by the Customer in writing of the claim or action, and that the Service Provider is given the sole right to control the defence against such action and decide on any agreement or settlement. Notwithstanding the foregoing, the Customer shall be given a right to participate in such proceedings, at its own expense, and no settlement shall be made without the Customer’s prior written consent, such consent not to be unreasonably withheld. In performing its defence obligation hereunder, the Service Provider shall act in a professional and diligent manner.
16.2 The Service Provider’s obligation to indemnify as set out herein only applies provided that Customer i) has used the Quizrr Solution in accordance with the Service Provider’s instructions and the Agreement, ii) that the alleged infringement has not been caused by the use of the Quizrr Solution in combination with any other software or material where the infringement would have been avoided but for such combination and iii) that the infringement has not been caused by the Customer System, Customer’s own instructions or data uploaded by the Customer to the Service or the App. If the Service Provider in its reasonable opinion finds that there is a risk of the Quizrr Solution infringing third party intellectual property rights, the Service Provider shall be entitled to terminate this Agreement with immediate effect by thirty (30) days prior written notice.
16.3 The provisions of this Section 16 shall constitute the Service Provider’s sole and exclusive responsibility and Customer’s sole remedy in relation to infringements of third-party intellectual property rights. Infringements caused by Third-Party Products are regulated by Section 10.
16.4 Customer shall defend the Service Provider against any and all claims, demands, suits or proceeding made or brought against the Service Provider by a third party alleging that the data uploaded by the Customer to the Service or the App, Customer’s use of the Quizrr Solution in breach of the Agreement, including but not limited to Customer modifying the Quizrr Solution in a manner not permitted hereunder, or material provided by the Customer infringe a third party’s intellectual property rights or violates applicable law, and will indemnify and hold the Service Provider harmless from any cost or damages which the Service Provider may be obligated to pay in accordance with a judgment, arbitral award or settlement, provided such cost or damage was reasonably foreseeable. Customer’s undertaking shall only apply provided that Customer, without undue delay, is notified by the Service Provider in writing of the claim or action, and that Customer is given the sole right to control the defence against such action and decide on any agreement or settlement. Notwithstanding the foregoing, The Service Provider shall be given a right to participate in such proceedings, at its own expense, and no settlement shall be made without the Service Provider’s prior written consent, such consent not to be unreasonably withheld. In performing its defence obligation hereunder, the Customer shall act in a professional and diligent manner.
17. FORCE MAJEURE
17.1 If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered 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 sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing 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, hindered 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 non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.
17.2 Should an event of Force Majeure continue for more than three (3) months, each Party shall have the right to terminate the Agreement or part thereof.
18. LIMITATION OF LIABILITY
18.1 The Service Provider’s liability for damages shall be limited to direct damages caused negligently and the Service Provider’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 indirect damages.
18.3 The above limitations shall not apply in relation to either Party’s indemnity obligations under Section 16 above 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 The Service Provider shall have no liability for any breach of the Agreement or interruption of the Service to the extent such breach or interruption is a result of (i) the acts or omissions of the Customer, User or the Customer’s partners and/or suppliers (other than the Service Provider), or (ii) the Service Provider complying with any instruction given by or on behalf of the Customer which the Service Provider advices against.
18.5 The Service Provider shall further have no liability for any breach of the Agreement or interruption of the Service in the event such breach or interruption is a result of an Infrastructure Provider, or any other third party not being a subcontractor to the Service Provider, failing to provide the items necessary for the Service Provider’s provisioning of the Service in a timely manner.
18.6 In its use of the Quizrr Solution, the Customer may come across data submitted by third party users of the Quizrr Solution. The Service Provider has limited means to verify the data and to that end, the Customer acknowledges and agrees that the Service Provider may not be held liable for third party data presented in the Quizrr Solution.
18.7 Each Party shall use reasonable endeavours to mitigate its losses under this Agreement, including any losses under any indemnities set out in this Agreement.
19. TERM AND TERMINATION
19.1 The Agreement enters into force on the Effective Date and shall, unless agreed otherwise, remain in force for the initial period stipulated in the Quote and then renew with fixed periods of one (1) year at the time, unless terminated earlier in accordance with what is set out in the Agreement.
19.2 Unless otherwise agreed, either Party may terminate the Agreement with [three (3)] months’ notice prior to the expiry of the then current term.
19.3 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.
19.4 If the Agreement is terminated for cause by the Customer, the Customer shall be entitled to a pro rata return of any Fees paid in advance for the period affected by the termination. Unless otherwise is stipulated in the Agreement, the Customer is not entitled to reimbursement of any Fees paid in advance. The Customer shall furthermore, as instructed by the Service Provider, either return any material provided hereunder, or delete it.
19.5 Upon termination of the Agreement, the Customer shall delete the Training Application from all its devices.
20.1.1 Any notice required or permitted to be 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 at the addresses stated in the quote or as otherwise agreed between the Parties. 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 email account indicates that the email was sent to the correct address.
20.1.2 At the time of entering into this Agreement, the Parties respective contact details are as outlined in the Quote. The Parties may change their respective contact details by sending a notice in accordance herewith.
20.2 Assignment and Subcontractors
20.2.1 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. Such consent shall nevertheless not be unreasonably withheld.
20.2.2 The Service Provider may engage sub-contractors to execute and provide the Quizrr Solution.
20.3 Entire Agreement and Amendments
20.3.1 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 Quizrr Solution.
20.3.2 The Service Provider may amend the Agreement or make changes to the Quizrr Solution that do not fall within Section 2.2, with thirty (30) days prior written notice to Customer, save that to the extent that any such amendments or changes are required under any applicable laws or regulations, such notification period may be shorter to the extent required in order to ensure compliance. If any such amendments or changes prescribed by the Service Provider reasonably may have a more than insignificant detrimental effect on the Customer, the Customer may terminate the Agreement by written notice prior to the amendment or change enters into effect in which case the Agreement is terminated at the effective date of such amendment. In case of such termination, the Customer’s sole remedy is a refund of any prepaid Fees hereunder relating to the period affected by the termination.
20.3.3 To the extent a link changes or stops to functions, this shall not entail that the Parties are not bound by the schedule or agreement document in question.
20.4 Survival of provisions
Any provision in 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.
21. GOVERNING LAW AND DISPUTES
21.1 The Agreement shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.
21.2 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.
21.3 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.
21.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause 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. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar.