1. General
1.1 Knowly’s application
Knowly AB, with company registration number 556939-8398 (”Knowly”), has developed a web application (the ”Application”) which helps organisations (the ”Customer”) to enhance the effects of training sessions. By using the Application, the Customer can send packages of micro courses before and after the training session via SMS or email. The micro courses may be, for example, reflection tasks, review questions or challenges, and can be sent to both the participants (the ”Participants”) and their managers. This way, Knowly helps Customers involving the Participants’ managers and encourages practice in the daily life.
1.2 Material created in Knowly
The training material (the ”Material”) in the Application is created by the Customer, and naturally Knowly does not claim the ownership to such Material, or other information provided to the Application by the Customer or the Participants (such as contact details or other information about the Participants). Such information will only be used by Knowly to the extent necessary to provide the Application. Equally, the Customer does not get any further rights to the contents of the Application than what is stated in these terms of service (the ”Terms”).
1.3 Application of terms
These Terms govern the use of the Application, and applies in addition to what Knowly and the Customer have otherwise agreed.
1.4 Usage and delivery
Through this agreement with Knowly, i.e. the main contract/quotation together with these Terms (collectively, the ”Agreement”), the Customer obtains the right to use the Application, as it from time to time is configured (i.e. “as is”), upon payment in accordance with Knowly’s at any time applicable price-list or as otherwise agreed. Knowly shall deliver the Application and ensure that it works in accordance with the Agreement and what is stated on Knowly’s website, knowly.com. If there are any inconsistencies between the different documents included in the Agreement, the main contract/quotation shall have precedence over these Terms.
2. Use of the application
2.1 Unauthorised use
The Customer may only use the Application in accordance with the Agreement and Knowly’s instructions. This means, for instance, that the Customer may not: take actions that change the Application; make all or part of the Application, or a copy thereof, available to third parties; try to circumvent any safety measure in the system; take source code or complied code in possession; decompile, decrypt or deconstruct the Application or attempting to create or derive source code from the Application; or publish Material in the Application which violates a third party’s intellectual property rights.
2.2 Participants using Knowly
The Customer is responsible for both its own use of the Application and for its Participants’ use. If the Customer becomes aware of a Participant’s violation of the Agreement, the Customer shall prevent the Participant from using the Application and inform Knowly.
2.3 Responsibility for information
The Customer is responsible for protecting passwords and other information needed to use the Application, against unauthorised access. The Customer is responsible to immediately inform Knowly if an unauthorised person gains access to such information.
2.4 Malicious software
It is the Customer’s responsibility to ensure that the Material is free from viruses, Trojans, worms, or other harmful software or code, and that the Material does not, in any other way, damage or adversely affect the Application.
2.5 No under age Participants
The Application is not intended for and should not be used by anyone under the age of sixteen. The Customer is responsible for ensuring that all Participants invited to the Application are above sixteen years of age.
3. Updates, Maintenance, New versions and changes of the Application
3.1 Updates and new versions
Knowly shall implement new updates and versions of the Application, due to security reasons and otherwise, to the extent Knowly considers appropriate. Knowly furthermore has the right to modify the Application at its sole discretion.
3.2 Maintenance and outages
Knowly reserves the right to shut down the Application for maintenance and updates. Knowly shall inform the Customer of such interruptions in advance. Knowly shall also, when possible, place the maintenance to a time when it creates the least possible interference.
4. Limitation of liability
4.1 Delivery of the application
The Application is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Knowly does not warrant that the Application will meet your requirements or expectations of it or that the use of the Application will be uninterrupted or free from errors.
4.2 Third-party websites
Knowly assumes no responsibility for the content, privacy policies or practices of any third party web sites or services that may be reached by following links from the Application. Knowly is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, good or service available on or through any such web sites or services.
4.3 Responsibility for information
Knowly does not take any responsibility for storing or backup of Material and other uploaded information in the Application.
4.4 Damage liability
Knowly shall not be liable for any indirect damages or consequential damages, such as loss of profits, data or income. Nor for the distortion of data or damage caused by viruses related to the Customer’s computer systems, hardware, software or other equipment. Knowly is not responsible for interruptions, errors or technical difficulties in the Application or mobile networks, which are caused by the Customer or third party.
4.5 Maximum damage liability amount
If, notwithstanding the other provisions of these Terms, Knowly is found to be liable for any damage or loss which arise out of or is in any way connected to the Application, Knowly’s liability shall be limited to the amount corresponding to payments made by the Customer to Knowly in accordance with the Agreement, during the last six-month period. The Customer is not entitled to make any other claims against Knowly due to such damages or losses.
4.6 Compensation obligation
The Customer is obliged to compensate Knowly if Knowly is caused additional work or costs due to circumstances which the Customer is responsible for. The Customer shall indemnify and hold Knowly harmless against all third party claims due to Material published by the Customer in the Application.
5. Force majeure
5.1 Events beyond the parties' control
If either Party cannot fulfil an obligation due to an event beyond its control, the other Party shall not be entitled to compensation or to terminate the Agreement prematurely with reference to the other Party’s non-fulfilment. Examples of such an event can be extremely bad weather, new legislation, strikes, accidents etc. or delay of a subcontractor because of these circumstances.
6. Intellectual property
6.1 Ownership of intellectual property
Knowly owns all intellectual property to the Application, including all copyright, trademarks and know-how relating, in any way, to the Application. Except as expressly set forth in the Agreement, the Customer does not acquire any rights whatsoever to copyright, trademarks, trade secrets or other intellectual property rights and goodwill belonging to Knowly.
6.2 Customer's material
The Customer warrants that it has all necessary rights to Material published in the Application. The Customer accepts that Knowly has the right to make changes and additions to the Material to the extent necessary for Knowly to fulfil its obligations under the Agreement. The Material is the Customer’s property and Knowly only has the right to use the Material during the term of the Agreement in order to fulfil its obligations under the Agreement towards the Customer.
6.3 Material that breaches the Agreement
If Material published by the Customer in the Application breaches this Agreement, Knowly may immediately suspend the Customer from further use of the Application, and remove the Material. The Customer shall immediately notify Knowly if it receives notification from a third party regarding infringement of intellectual property rights due to Material published in the Application.
7. Third Party Cookies
7.1 Using third-party cookies
Knowly uses third party cookies, for example from Google Analytics. Cookies are passive text files or pieces of information stored with the Customer when using the Application. Knowly uses third party cookies to enhance the user experience by, for example, compiling statistics. By entering the Agreement, the Customer accepts that cookies are used in such manner mentioned above, and to inform Participants of the use.
8. Knowly’s commitments as a personal data assistant
8.1 Treatment of personal data
Knowly may, as the Customer’s personal data assistant, process personal data on behalf of the Customer, for which the Customer is the controller. An additional agreement regarding data processing can be entered into between Knowly and the Customer, upon the Customer’s request. Furthermore, Knowly is the controller of personal data collected in the purpose of improving the Application, as well as for personal data that the Customer provide about themselves. In accordance with the GDPR, Knowly has also appointed a Data Protection Officer (DPO).
9. Changes of the agreement, Term and termination of the Agreement
9.1 Changes to the terms of use
Knowly has the right to change these Terms by publication of the new terms on knowly.com. If the changes are significant, Knowly will notify the Customer by e-mail thirty (30) days before the new terms enter into force.
9.2 Termination of the Agreement
Term and notice period is specified in the main contract/quotation. Knowly has the right to terminate the Agreement immediately, without observing any notice period, if the Customer breaches the Agreement. The Agreement will also automatically terminate immediately if the Customer suspends its payments.
9.3 On termination of the Agreement
Upon termination of this Agreement, all rights granted to the Customer in accordance with the Agreement ceases and the Customer shall immediately pay all unpaid payments to Knowly and return any documentation to Knowly which the Customer holds in accordance with the Agreement. The documents will continue to be considered Knowly’s exclusive property.
10. Applicable law and dispute resolution
10.1 Applicable law and dispute resolution
Swedish law shall apply to this Agreement. Disputes arising in relation to the Agreement shall be settled in court, whereas the District Court of Gothenburg will be the first instance.