General Terms for Swedish Language Training

1. General

These terms regulate the relationship between Stellar Capacity AB, d.b.a Swedish for Professionals, Reg. No. 556990-0102, Tegnérgatan 34, 113 59 Stockholm (“Swedish for Professionals”) and the customer (“Customer”), each referred to as “Party” and jointly referred to as the “Parties”. These general terms (the “General Terms”) together with the provided “Confirmation of order” (Sw. Orderbekräftelse) constitute the agreement (“Agreement”) between the Parties. Specific conditions set out in the Confirmation of order shall prevail the General Terms.

Any differing conditions or terms of customer are herewith objected to and shall not apply. Any agreement affecting the execution of this contract must be in writing.

Swedish for Professionals is a company active within the development and supply of Swedish language training to institutions and companies (the “Service”), which is tailored for professionals with the ambition to allow transfer of newly acquired language skills into both working and everyday life.

 

2. Swedish for Professionals’ obligations

Swedish for Professionals is responsible for ensuring that the Service is conducted in a professional manner in accordance with good practice within the industry. Swedish for Professionals does not agree to any commitments that are not expressly stated in this Agreement.

 

3. Scope of the Service

3.1 Location of provided Service

The Service will be provided at location agreed by the Parties. Swedish for Professionals has the right to charge for travel expenses and other costs for travel outside Stockholm city centre. The Customer undertakes to furnish a suitable space at its offices, where the Service can be provided. Such location shall be equipped with whiteboard or notepad and adequate pens.

 

3.2 Changes to the timetable

Any changes to the agreed timetable on the Customer’s behalf are to be notified by the Customer to Swedish for Professionals at

  • 1 week in advance, for the Flex package,
  • 3 days in advance for the Flex plus package, and
  • 24 hours in advance for the Premium package.

The Parties will then discuss to schedule a new session. Late cancellation and changes communicated outside this time frame will not entail rescheduling of the cancelled session. Such session will instead be considered completed. Not more than 25 % of the sessions (rounded up to next integer) may be rescheduled by the Client.

In the event that Swedish for Professionals needs to reschedule a session, Swedish for Professionals shall use reasonable effort to provide a substitute teacher who can complete the session in accordance with the agreed timetable. Should Swedish for Professionals fail to find a suitable substitute, Swedish for Professionals shall as soon as reasonably possible inform the Customer thereof and offer the Customer the opportunity to complete the session at another point in time. No other remedies than rescheduling of a session shall be available to the Customer. In the rare event Swedish for Professionals should reschedule more than 25% of the sessions (rounded up to next integer) due to inability to offer a substitute teacher, the Customer shall be entitled to immediately terminate the Agreement and demand repayment of any part of the Service Fee applicable to not yet completed sessions of the particular course.

However, instead of having a substitute, the Customer may choose to reschedule the session with the ordinary teacher. If the Customer wishes to do so, that session will be counted as completed regularly and not rescheduled on either the Customer’s behalf or on Swedish for Professionals’ behalf. Accordingly, sessions that count as regular will not entitle the Customer to terminate the agreement.

All the sessions shall have taken place no later than an additional 2 weeks from scheduled end of course. Sessions not undertaken within the time frame will be counted as completed.

 

3.3 Digital online learning platform

In addition to physical sessions, Swedish for Professionals will provide the Customer’s participants (each a “Talent”) access to a digital online learning platform (the “Platform”). The Platform is a complementary learning tool, which can be used by the Talent between the sessions in order to increase the learning curve and maximize the outcome of the Service. The Talent will be granted access to the Platform during the period from the second session until the last session of the Service. Log in details to the Platform will be provided to the Talent’s email addresses. As the Platform is supplied by a third party technology provider, Swedish for Professionals cannot guarantee the availability of the Platform.

4. Service Fee

The Customer is obligated to pay the agreed fee for the Service (the “Service Fee”) not later than 15 days after the date of the invoice. The Customer undertakes to pay VAT in addition to the Service Fee.

Any late payment by the Customer shall be subject to a late payment charge in accordance with the Swedish Interest Act (Sw. räntelagen).

5. Intellectual property rights

Swedish for Professionals hereby grants to the Customer a non-exclusive right to access the Platform in accordance with this Agreement. The Customer may not in any way modify or alter the Platform.

All intellectual property rights and other rights, including without limitation patents, design rights, trademarks, copyright and know how, relating to the Service and any and all documentation related thereto shall at all times be the exclusive property of Swedish for Professionals.

Nothing in this Agreement shall constitute or be construed as a transfer of ownership of any of Swedish for Professionals’ intellectual property rights or other rights or to otherwise give the Customer any proprietary rights to Swedish for Professionals’ intellectual property rights.

 

6. Notices

Swedish for Professionals is, in addition to other means, entitled to send all notices, requests, demands, approvals, waivers and other communications under this Agreement to the Customer through the contact person or reference mentioned in the Confirmation of Order.

 

7. Limitation of liability

Other than explicitly set out in this Agreement, Swedish for Professionals shall not be liable for any damage, cost or loss incurred by the Customer due to defects in the Services or in connection with this Agreement, unless caused by gross negligence or wilful misconduct. In any event, Swedish for Professionals’ liability shall be limited to the Service Fee.

If the Customer becomes aware of a matter or circumstance which is likely to give rise to a claim against Swedish for Professionals, the Customer shall give immediate notice to the Swedish for Professionals specifying that matter or circumstance in reasonable detail, and setting out such other facts as the Customer deems necessary, as soon as reasonably practicable after it becomes aware of that matter or circumstance and the fact that it constitutes a breach of contract. Any failure by the Customer to give notice precludes the Customer from making any claim arising from that matter or circumstance. Notice of claim from the Customer must, in any case, be given within 4 weeks from the breach of contract.

Swedish for Professionals is not liable for personal injury and property damage connected with the Customer’s employees, associates, employee’s’ family members and others. The Customer is obligated to have insurance for course participants and all property not in control of Swedish for Professionals. The Customer shall indemnify and hold Swedish for Professionals harmless from and against any and all damages, losses, costs, expenses, claims and liabilities and reasonable counsel fees suffered by the Swedish for Professionals as a result of any breach of that obligation.

 

8. Force Majeure

The Parties shall be relieved from liability for a failure to perform any obligation under this Agreement during such period, and to the extent that the due performance thereof by either of the Parties is prevented by reason of any circumstance beyond the control of the Parties (“Discharging circumstance”). If not otherwise shown, war, warlike hostilities, mobilization, or general military call-up, civil war, fire, flood, or other circumstances of similar importance, shall be considered as Discharging circumstances.

 

9. Confidentiality

The Parties hereby undertake, during the term of this Agreement and thereafter, to maintain in absolute confidence any Confidential Information (as defined below) disclosed by each Party in connection with this Agreement and not to disclose any Confidential Information thus received to any third parties. Furthermore, each Party shall take any steps necessary to prevent an unauthorized disclosure or use of such Confidential Information by employees.

For the purposes of this Agreement, “Confidential Information” means any and all information (whether in written or oral form), including the existence and content of this Agreement, save as provided under (a) – (d) below:

  1. information which is or becomes common knowledge otherwise than as a result of a breach of this Agreement;
  2. information which the disclosing Party can show was in its possession before receiving such information from the other Party in connection with this Agreement;
  3. information which a Party has received or receives from a third party without any lawful restraints as to the disclosure thereof; or
  4. information which a Party is legally obliged to provide under compulsory law, any court order or by order of another authority of competent jurisdiction.

Swedish for Professionals is entitled to use the Customer’s name and trademark in marketing efforts, with the condition that the marketing is done in a positive manner.

 

10. Term and termination

This Agreement shall remain valid until further notice. Swedish for Professionals is entitled to change the General Terms without notice. The amended terms are to be published at the Swedish for Professionals’ website (http://swedishforprofessionals.com/general-terms).

Each Party is entitled to terminate this Agreement with immediate effect if the other Party:

  1. fails to fulfil any of its obligations under this Agreement, provided such failure is of material importance to the non-breaching Party and the other Party has failed to perform rectification not later than 2 weeks following written notice thereof; or
  2. has suspended its payments, is the subject of a bankruptcy petition, commences negotiations for a composition with its creditors or applies for company reconstruction (Sw. företagsrekonstruktion), enters into liquidation or may otherwise be deemed to be insolvent.

Section 4, 6, 7, 9 and 12 shall survive termination of this Agreement.

 

11. Assignment

This Agreement, and the rights and obligations hereunder, shall be binding upon and inure to the benefit of the successors of the Parties but shall not be assignable by the Customer without the prior written consent of Swedish for Professionals.

 

12. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of Sweden.

Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by a Swedish court of general jurisdiction and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.