General Terms & Conditions

2. SCOPE AND VALIDITY

These General Terms and Conditions regulate the Supplier’s provision of Software as a Service (SaaS) as well as any additional and One-off Services. The terms apply to all applications included in the Supplier’s product portfolio (including, but not limited to, “Trelson”, “Trelson Class Manager”, and “Trelson MailSwitch”), regardless of whether these are used individually or in combination. The terms also apply to the use of the Supplier’s free versions made available through installation via third-party marketplaces (e.g., Google Workspace Marketplace). By installing and using the free version, the Customer accepts these terms in applicable parts.

These terms, together with the quote and any master agreement, constitute the complete regulation between the parties. In the event of a conflict between the documents, the following order of precedence applies (unless explicitly stated otherwise):

1. Specifically drafted Master Agreement (including agreements signed following public procurement),
2. Approved Quote,
3. These General Terms and Conditions.

The Supplier reserves the right to amend these terms. The version of the terms in force at the time of entering into the agreement, or at the time of a renewal, is the version binding for the current Contract Period.

3. NATURE AND CONTENT OF THE SERVICES

The Supplier provides its applications as cloud-based SaaS solutions. The Customer receives a non-exclusive, time-limited, and non-transferable right to use these applications during the contract term. The Customer obtains no ownership rights to the software. The SaaS services include hosting, continuous updates, and technical management.

The Services are developed to function in integration with third-party platforms (such as Google Workspace and Microsoft 365). It is a prerequisite for the functionality of the Services that the Customer holds valid licenses for these platforms. The Customer is solely responsible for the procurement, costs, and administration of such third-party licenses.

In addition to SaaS solutions, the Supplier may provide One-off Services. The scope of these services is governed by what has been agreed in the applicable quote. Rights to any training material provided remain with the Supplier unless otherwise agreed in writing.

4. PRICING MODEL AND BASIS FOR CHARGING

Pricing is based on an annual subscription. The specific pricing model varies depending on the application agreed upon:

A) For the application “Trelson”: The fee is fundamentally based on the number of students within the Customer’s domain or organization. Licenses for teachers, administrators, and other school staff are free of charge.

A student license is considered utilized at the moment a unique user account (student) completes a submission in the application. After the first submission, the same unique user account may complete an unlimited number of submissions during the remainder of the current Subscription Period without consuming additional licenses. The count of utilized licenses is reset before each new Subscription Period. This applies even if the Agreement runs with a multi-year binding period.

When using the free version of “Trelson”, usage is limited to a maximum of three (3) unique user accounts (students) completing submissions.

B) For other applications (e.g., “Trelson Class Manager” and “Trelson MailSwitch”): Pricing, any usage limitations, and the basis for charging are established in the applicable quote. For these services, the license model based on student submissions does not apply; instead, compensation is payable according to the fixed or variable price agreed upon.

As a general rule, the Supplier applies a Full Domain/Municipality License for paying customers regarding student-based services, meaning the entire student base within the Customer’s organization forms the basis for pricing where applicable. The Customer is responsible for providing correct information regarding student numbers or other volume parameters forming the basis of the price upon request. The Supplier reserves the right to adjust the fee retroactively upon a confirmed discrepancy between the stated and actual basis.

For any One-off Services (such as training initiatives), compensation is payable according to a fixed price or on a time and materials basis in accordance with what has been agreed.

5. PAYMENT TERMS

The fee is invoiced annually in advance per application and Subscription Period. This applies regardless of whether the agreement runs for one (1) year or has a multi-year binding period. Payment must be made within thirty (30) days net from the invoice date. Payment is made via invoice or, where supported, via credit card. Multi-year agreements can only be signed against invoice. All prices are stated exclusive of Value Added Tax (VAT).

In the event of late payment, penalty interest is payable in accordance with the Swedish Interest Act. In the event of significant payment delay, the Supplier has the right to temporarily suspend access to the Services until full payment has been made.

regarding agreements on One-off Services such as training or consultation, the Customer is invoiced in connection with a confirmed quote or after delivery has been performed, as agreed.

6. CONTRACT TERM AND TERMINATION

The Agreement runs in periods of twelve (12) months (“Subscription Period”). Unless otherwise specifically agreed in the quote, the initial binding period is one (1) Subscription Period.

The Agreement is automatically extended by a new Subscription Period of twelve (12) months at the end of each period, unless termination occurs in writing no later than two (2) months before the expiration of the ongoing Subscription Period.

If the parties have agreed in a quote on a multi-year binding period (e.g., 36 months), this consists of several consecutive Subscription Periods. Termination of an agreement with a multi-year binding period can strictly occur effective from the expiration of the final Subscription Period.

Either party has the right to terminate the agreement with immediate effect in the event of a material breach of contract that has not been remedied within thirty (30) days following a written request, or if the counterparty becomes insolvent.

One-off Services (such as training initiatives) apply to the specific occasion and are not subject to automatic renewal.

7. ADJUSTMENT OF LICENSE COUNT AT RENEWAL

Before each new Subscription Period, a reconciliation of pricing factors is conducted.

For the application “Trelson” (and other services where price is based on student count): If the Supplier does not receive information regarding changes in the student count, and no significant increase has been noted, the agreement is renewed based on the same number as the previous Subscription Period. If the number of students has increased significantly, or if the Customer notifies an increase, the chargeable student count is adjusted upwards for the subsequent Subscription Period. In the event of a significant increase during an ongoing period, the Supplier reserves the right to invoice the difference. If the student count decreases, the Customer must notify the Supplier of this in writing before the notice period for the current Subscription Period has expired for an adjustment to occur for the next period.

For other applications: Price adjustments occur in accordance with what is stated in the quote or according to the Supplier’s price list for the service valid at that time.

8. IMPLEMENTATION, TRAINING, AND SUPPORT

The Supplier provides digital instructional material and guides via its support channels to facilitate installation and usage. The Customer is responsible for informing Users about these resources. The Customer is primarily responsible for internal support towards its end users. If the problem cannot be resolved internally, the Supplier may be contacted via support@trelson.com.

Customized training, consultation, or installation assistance is not included in the license fee unless explicitly stated in the applicable quote.

9. LIABILITY AND LIMITATION OF LIABILITY

The Supplier provides the Services in their existing condition (“as is”) and does not guarantee that they are entirely free from errors or interruptions. The Supplier is not responsible for functionality, availability, or errors originating from the Customer’s IT environment, internet connection, or services provided by third parties (e.g., Google or Microsoft).

The Supplier is not liable for indirect damages such as loss of production, loss of profit, or data loss. The Supplier’s total liability for damages under this Agreement is limited to an amount corresponding to the license fees paid by the Customer during the six (6) months preceding the damage event. Claims for compensation must be made in writing no later than three (3) months after the damage was discovered.

10. INTELLECTUAL PROPERTY RIGHTS (IPR)

All intellectual property rights to the Services belong to the Supplier. No rights are transferred to the Customer beyond what is expressly stated in the Agreement. The Customer may not copy, modify, decompile, or resell the Services. For software owned by third parties (e.g., Google or Microsoft), the respective third party’s license terms apply.

In the event of a confirmed or suspected infringement, the Supplier has the right, at its own expense, to either: (i) ensure the Customer’s right to continue using the Services; (ii) replace or modify the disputed part so that the infringement ceases but functionality is maintained; or (iii) if the above is not reasonably practicable, terminate the agreement regarding the relevant part of the Services and refund the part of the fee corresponding to the remainder of the contract term.

This commitment constitutes the Supplier’s total liability towards the Customer regarding infringement of intellectual property rights.

11. PERSONAL DATA AND DATA PROTECTION

Processing of personal data takes place in accordance with applicable data protection legislation.

For the data, such as student information, that the Customer stores or processes in the Services, the Supplier acts as the Data Processor and the Customer is the Data Controller. The relationship is regulated in the Supplier’s Data Processing Agreement (DPA) valid at any given time, which is available at trelson.com.

For customer administrative data, such as contact persons and billing information, the Supplier is the Data Controller.

12. FORCE MAJEURE

The Supplier is exempt from penalties for failure to fulfill certain obligations under this Agreement if the failure is based on circumstances beyond the Supplier’s control (“Force Majeure”), such as war, fire, government decisions, strikes, interruptions in public communications, or failure in delivery from a subcontractor caused by such circumstances.

13. DISPUTE AND APPLICABLE LAW

Swedish law shall apply to this Agreement. Disputes arising from the Agreement shall be finally settled by a Swedish general court with the Stockholm District Court as the first instance.