"EDROPP.COM"
Abrigal AB
ORG NO: 559411-5049 / VAT NUMBER: SE559411-5049
Last updated 28th of October 2024.
INTRODUCTION
These terms and conditions (the “Terms”) form part of the agreement (the “Agreement”) between a) Abrigal AB (the “Provider”) with organization number 559411-5049, and b) the person purchasing the Provider’s services (the “Customer”). In the Terms, the Provider and the Customer are collectively referred to as the “Parties” and each individually as a “Party.” To the extent that the Parties have specifically agreed on terms that conflict with the Terms, the specifically agreed terms shall take precedence unless the context or circumstances clearly imply a different interpretation.
SERVICES
The Provider shall provide services (the “Services”) to a specific individual (“User”) designated by the Customer in accordance with the Agreement. The Services consist of the following three components: a) Digital course content, b) Digital mentorship, and c) Digital community. The digital course content is provided over the Internet via a cloud service (SaaS solution) and is considered delivered when made available to the User at the web address determined by the Provider from time to time. The digital course content consists of the following modules:
a) Introduction, b) Product research, c) Product editing, d) OPS store, e) General store, f) Agents, g) Marketing, and h) Order fulfillment.
Digital mentorship means that the Provider will offer group training, covering the same areas included in the digital course content, over the Internet. Group training is intended to answer questions and guide the User and is conducted by Jessica or another representative of the Provider. The User participates using the video call or similar solution designated by the Provider. The Provider alone determines the technical solution and the schedule for each group training session. The User’s right to participate in digital mentorship applies for twelve (12) months from the Agreement’s effective date.
The Provider’s digital community consists of virtual rooms to which only invited members have access. The Provider determines who is granted access to these rooms. Within each room, open discussions take place between members, mentors, and others. Currently, the digital community mainly consists of text channels in Skool, though this may change over time. The purpose of the Provider’s digital community includes open questioning, networking, and collective support. The User’s right to access and use the Provider’s digital community applies throughout the Agreement’s term. No one other than the User is permitted to use the Services under the Agreement.
MODIFICATIONS TO THE SERVICES
The Provider reserves the right to make changes to the Services from time to time, provided that such changes do not generally significantly impair the Services. The Provider is under no obligation to notify in writing of such changes.
PROVIDER’S OBLIGATIONS
The Provider shall provide the Services to the best of its ability and shall not be liable for deficiencies in the Service level unless the Provider has acted negligently.
CUSTOMER’S OBLIGATIONS
In using the Services, the User shall comply with laws and other applicable regulations as well as reasonable specifications, guidelines, and manuals provided by the Provider for the Services. The User may not use the Services for any purpose other than the personal development of the User within the areas covered by the digital course content. The User is responsible for having the necessary technical equipment required to use the Services effectively.
The User is responsible for ensuring that data provided by the User in any part of the Services, or otherwise provided to the Provider (“Customer Data”), is free from viruses, trojans, worms, and other malicious software or code and does not otherwise harm or negatively affect the Provider’s system, the Services, or any of the Provider’s customers, suppliers, and other business partners. The User is responsible for ensuring that Customer Data does not infringe on third-party intellectual property rights. The User is responsible for maintaining the confidentiality of login credentials, security methods, and other information provided by the Provider for accessing the Services. The User shall immediately notify the Provider if unauthorized access to such information occurs. The Customer is responsible for the actions of the User, in relation to the Agreement, as if they were the actions of the Customer.
COMMENCEMENT OF SERVICES
The Provider’s obligation to provide the Services only arises once the Customer has paid the Fee or the first installment of the Fee.
SERVICE INTERRUPTION
The Provider reserves the right to suspend access to the Services at any time and without prior notice for urgent maintenance or to protect the Services from unauthorized attacks and similar events. The Customer is not entitled to compensation for such unavailability of the Services. The Provider is not responsible for unavailability of the Services caused by Internet outages or communication issues on private or public networks used to access the Services. If the Customer, including the User, breaches the Agreement or applicable law in a way that may harm the Provider or any of the Provider’s customers, suppliers, or other business partners, the Provider has the right to suspend the Customer, including the User, from the Services until the breach has ceased and the damage has been remedied.
SUBCONTRACTORS
The Provider has the right to engage subcontractors to perform the Services and fulfill obligations under the Agreement, but remains fully responsible for fulfilling the Provider’s obligations under the Agreement.
COMPENSATION AND PAYMENT
For access to the “EDROPP.COM” program, the Customer shall pay 3 000€ / EURO, including VAT (the “Fee”). The Fee shall be paid at the time the Agreement is entered into. The Provider may, from time to time, offer the Customer the option to pay via one or more third-party solutions such as Klarna, Svea, or similar. If the Customer uses such a payment solution, the Customer is also bound by the terms applied by the third-party provider in connection with entering the Agreement. The Customer is aware that such a payment solution may incur additional interest and fees beyond those specified in the Agreement.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights and other rights related to the Services belong to the Provider or, where applicable, the Provider’s suppliers or licensors. Nothing in this Agreement shall constitute a transfer of any intellectual property or other rights in the Services to the Customer. All data, including all associated intellectual property rights, created by the Customer in the Provider’s digital community, shall, without compensation, belong to the Provider, who also has an unlimited right to use, reproduce, distribute, and otherwise utilize such data.
The Customer is granted a non-exclusive, perpetual, non-transferable license (the “License”) under the Agreement to use, for internal purposes only, the material included in the digital course content exclusively for the User for whom the Services are purchased. The License may not be transferred to another individual at the Customer’s organization or to external parties. Should the Customer require access to the Services for another individual, a separate Agreement must be entered into for that individual.
CONFIDENTIALITY
In connection with or closely related to the delivery of the Services, the Parties may exchange sensitive information ("Confidential Information") with each other. Therefore, each Party undertakes not to disclose to third parties Confidential Information belonging to the other Party, without the other Party's written consent. This obligation shall not apply if the Party can show that the information was already known to the Party, was made public without breach of the Agreement, or was lawfully received from a third party, without any obligation of confidentiality.
CUSTOMER PORTFOLIO
Regardless of any other provision in the Agreement, the Provider has the right to use Customer Data in its own marketing, provided such data does not constitute trade secrets or is otherwise sensitive for the Customer. The Customer may, through written notification to the Provider, specify certain Customer Data that may not be used in the Provider’s marketing, and the Provider shall have a reasonable time to comply with this instruction. The Provider always has the right to use information about: a) Which customers have purchased the Services from the Provider, b) The measurable effects obtained by the Customers through the Services, and c) Testimonials provided by the Customers about the Services or the Provider.
RECORDINGS
The Provider is granted the right to record and store mentorship sessions (the “Sessions”), both audio and video, conducted within the Services. Furthermore, the Provider may upload the Sessions to the Services and use them for internal training and development of the Services.
WARRANTY/GUARANTEES
The Provider also offers a "performance-based guarantee" that the Customer may utilize six months after signing this contract.
If the Customer follows all steps specified under the guarantee and does not achieve a total revenue exceeding one hundred thousand SEK (100,000 SEK) including VAT, the Customer may request a refund. To use the guarantee, the Customer must meet the following criteria:
The Customer must have completed the entire course platform, attended two mentorship sessions per month for a six-month period, advertised at least ten unique products with an ad spend on the META platform of at least 1,000 SEK per product for six months. If the Customer has not reached the revenue goal of one hundred thousand SEK (100,000 SEK) within six months from the contract date, the Customer must attend three follow-up meetings. If the goal is still not achieved, the Customer is entitled to a full refund. The Customer bears the burden of proof for the above points.
COMPLAINTS AND LIMITATIONS
The Customer’s right to claim defects in the Services expires thirty (30) days from the date the Customer noticed or should have noticed the defect. However, complaints must not be made later than two (2) months from the date the defect occurred.
TERM AND TERMINATION
The Agreement is valid until the Services have been provided in accordance with the Agreement. Either Party may terminate the Agreement with immediate effect by written notice to the other Party if the other Party: a) fails to comply with any material provision of the Agreement and does not remedy such breach within thirty (30) days of receiving written notice from the other Party demanding remedy, or b) becomes insolvent, enters into liquidation, is dissolved, or ceases its operations. Upon termination of the Agreement, for any reason, the Customer shall immediately discontinue the use of the Services and promptly return to the Supplier or delete, at the Supplier's discretion, all material provided by the Supplier under the Agreement, including any copies thereof. If the Agreement is terminated by the Customer and/or the User for any reason other than the Supplier's material breach of the Agreement, the Compensation shall not be repaid.
DAMAGES AND PENALTIES
Unless otherwise specified in the Agreement, a Party shall compensate the other Party for damages suffered due to a breach of the Agreement. If the User’s login credentials are provided to anyone other than the User, the Customer shall pay a penalty equivalent to the Fee for each individual who gained or is assumed to have gained access to the Services in this manner. The Customer shall indemnify the Provider for claims from third parties arising from violations of laws or other regulations and due to infringement of third-party intellectual property rights.
FORCE MAJEURE
A Party shall not be liable for failure to perform its obligations under the Agreement if such failure is caused by a pandemic, strike, labor conflict, fire, riot, flooding, governmental decision, terrorism, or any other circumstance beyond the Party’s reasonable control (“Force Majeure Event”). This exemption shall not apply to events that were foreseeable when the Parties entered into the Agreement. The affected Party shall promptly inform the other Party if affected by a "Force Majeure Event".
LIABILITY LIMITATION
The Provider shall not be liable in any way for loss of production, data loss, loss of business or profit, loss of goodwill, or any indirect or consequential damages. The Provider’s total liability for damages is limited to one hundred (100) percent of the Fee amount. The Customer is solely responsible for the content used, published, or uploaded in the Services by the Customer.
VALIDITY OF THE AGREEMENT
The Agreement is effective from the date it is entered into (the “Agreement Date”) and continues indefinitely (the “Term”). The Agreement may be terminated with one (1) month’s notice, effective no earlier than twelve (12) months from the Agreement Date. Termination of the Agreement does not entitle the Customer to a refund.
COMMUNICATION
The Provider’s digital community is not intended for direct messaging, but solely for open discussions. The Customer understands that anything the Customer publishes in the Provider’s digital community can be read by others besides the Provider and is therefore solely responsible for ensuring such information is not confidential. If the Customer wishes to contact the Provider directly or any of the Provider’s representatives, the Customer should use the contact methods specified on the Provider’s website.
ENTIRE AGREEMENT
The Agreement, including its appendices, constitutes the complete regulation of all matters addressed in the Agreement. If a specific matter is not expressly regulated in the Agreement, it shall be governed by the principles on which the Agreement is based. All prior, written, and oral commitments and representations preceding the Agreement are replaced by the content of this Agreement and its appendices and are thereby void.
INVALIDITY OF PROVISIONS
If any provision or part of the Agreement is found to be invalid, this shall not render the entire Agreement invalid. Instead, to the extent that invalidity materially affects a Party’s rights or obligations under the Agreement, the Parties shall renegotiate the relevant parts of the Agreement to achieve an agreement as equivalent as possible. If the Parties cannot agree, the Agreement shall be adjusted to an equivalent agreement.
USER COMMITMENT
If the User represents the Customer when entering into the Agreement, the User personally commits to comply with the Confidentiality section of the Agreement, as well as other sections of the Agreement that clearly impose responsibilities on the User.
SIGNATURES
The Agreement is entered into electronically and is signed by representatives of both Parties by clicking "Accept" or similar in the relevant digital system. Once both Parties have clicked "Accept", the Agreement is legally binding on both Parties.
IN WITNESS WHEREOF
The Parties have executed this Agreement as of the Effective Date.