Terms and Conditions
Last Updated: May 21, 2025
These Terms and Conditions ("T&Cs") govern the provision of services by Lazarus Business Solutions AB ("LBS", "we", or "us"), a company registered in Sweden, acting as a reseller of third-party Scandinavian Learning & Development (L&D) Software-as-a-Service (SaaS) solutions ("Solutions") and providing related implementation, support, and customer success services ("Services") to customers ("Customer," "you," or "your"). By engaging with LBS or using the Solutions and Services, you agree to be bound by these T&Cs, as well as the applicable terms and conditions of the third-party providers of the Solutions ("Provider T&Cs"). If you do not agree to these T&Cs or the Provider T&Cs, you may not use the Solutions or Services.
1. Definitions
1.1 Solutions: The L&D SaaS solutions provided by third-party Scandinavian vendors, resold by LBS to the Customer under these T&Cs.
1.2 Services: Implementation, support, and customer success services provided by LBS in connection with the Solutions.
1.3 Provider T&Cs: The terms and conditions of the third-party vendors providing the Solutions, which govern the use of the Solutions and are binding on the Customer.
1.4 Agreement: These T&Cs, any order forms, contracts, or statements of work entered into between LBS and the Customer, and the Provider T&Cs.
1.5 Customer Data: Any data, content, or materials provided by the Customer to LBS or uploaded to the Solutions.
2. Scope of Services
2.1 Resale of Solutions: LBS acts solely as a reseller of the Solutions, which are owned, operated, and maintained by third-party vendors. The use of the Solutions is subject to the Provider T&Cs, which the Customer acknowledges and agrees to comply with. LBS is not responsible for the performance, availability, or functionality of the Solutions.
2.2 Implementation Services: LBS may provide implementation services to assist the Customer in deploying the Solutions, as specified in an order form or statement of work. Implementation services are provided on an "as-is" basis and subject to the Customer’s cooperation and timely provision of necessary information and resources.
2.3 Support Services: LBS may provide support services, including troubleshooting and coordination with the third-party vendor, as specified in the Agreement. Support services do not include direct modifications to the Solutions, which are governed by the Provider T&Cs.
2.4 Customer Success Services: LBS may provide customer success services to optimize the Customer’s use of the Solutions, as agreed in writing. These services are advisory in nature and do not guarantee specific outcomes.
2.5 Limitations: LBS’s Services are limited to facilitating access to the Solutions and providing the agreed-upon implementation, support, and customer success services. LBS does not develop, maintain, or control the Solutions and is not liable for their performance or any issues arising from their use.
3. Customer Obligations
3.1 Compliance with Provider T&Cs: The Customer shall comply with all Provider T&Cs governing the use of the Solutions. LBS will provide the Customer with access to or copies of the Provider T&Cs upon request.
3.2 Customer Data: The Customer is solely responsible for the accuracy, legality, and appropriateness of all Customer Data provided to LBS or uploaded to the Solutions. The Customer warrants that it has all necessary rights to use this data.
3.3 Cooperation: The Customer shall provide timely and accurate information, resources, and access required for LBS to perform the Services. Delays or failures by the Customer may result in delays or additional costs, for which LBS is not liable.
3.4 Use of Solutions: The Customer shall use the Solutions in accordance with the Provider T&Cs and applicable laws. Unauthorized use or misuse of the Solutions may result in termination of access by the third-party vendor or LBS, without liability to LBS.
4. Fees and Payment
4.1 Fees: The Customer shall pay the fees for the Solutions and Services as specified in the order form or Agreement. Fees for the Solutions are set by the third-party vendor and may be subject to change in accordance with the Provider T&Cs.
4.2 Payment Terms: Payments are due within 30 days of the invoice date unless otherwise agreed in writing. Late payments may incur interest at the statutory rate under German law.
4.3 Taxes: All fees exclude applicable taxes, which the Customer shall pay unless exempt under applicable law.
4.4 No Refunds: Fees for Solutions and Services are non-refundable unless otherwise required by law or agreed in writing.
5. Intellectual Property
5.1 Solutions: All intellectual property rights in the Solutions belong to the third-party vendors. The Customer’s rights to use the Solutions are governed by the Provider T&Cs.
5.2 Services: Any materials, documentation, or deliverables provided by LBS as part of the Services remain the property of LBS or its licensors, and the Customer is granted a limited, non-exclusive, non-transferable license to use them solely for the purpose of the Agreement.
5.3 Customer Data: The Customer retains ownership of Customer Data. The Customer grants LBS and the third-party vendor a non-exclusive, worldwide, royalty-free license to use, store, and process Customer Data as necessary to provide the Solutions and Services.
6. Data Protection
6.1 GDPR Compliance: LBS complies with the General Data Protection Regulation (GDPR) and applicable German data protection laws. The Customer acknowledges that the third-party vendor is the data controller for Customer Data processed by the Solutions, and LBS acts as a data processor only to the extent necessary to provide the Services.
6.2 Data Processing Agreement: Where required, LBS will enter into a data processing agreement with the Customer in accordance with GDPR requirements.
6.3 Third-Party Vendor: The Customer acknowledges that Customer Data may be processed by the third-party vendor in accordance with the Provider T&Cs and their privacy policies. LBS is not liable for the third-party vendor’s data processing practices.
7. Limitation of Liability
7.1 No Warranty: The Solutions and Services are provided "as is" without any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. LBS does not warrant the performance, availability, or functionality of the Solutions, which are governed by the Provider T&Cs.
7.2 Exclusion of Liability: To the fullest extent permitted by law, LBS shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising out of or in connection with the Solutions or Services.
7.3 Liability Cap: LBS’s total liability for any claim arising under these T&Cs shall not exceed the fees paid by the Customer to LBS for the Services in the twelve (12) months preceding the claim.
7.4 Third-Party Vendor Liability: LBS is not liable for any acts, omissions, or breaches by the third-party vendor, including interruptions, defects, or unavailability of the Solutions. Any claims related to the Solutions must be directed to the third-party vendor in accordance with the Provider T&Cs.
8. Indemnification
8.1 Customer Indemnity: The Customer shall indemnify and hold harmless LBS, its affiliates, officers, and employees from any claims, damages, or liabilities arising from the Customer’s breach of these T&Cs, misuse of the Solutions, or violation of applicable laws.
8.2 LBS Indemnity: LBS’s indemnity obligations are limited to claims arising directly from its gross negligence or willful misconduct in providing the Services. LBS shall not indemnify the Customer for claims related to the Solutions, which are subject to the Provider T&Cs.
9. Term and Termination
9.1 Term: These T&Cs shall remain in effect until terminated in accordance with this section.
9.2 Termination by Customer: The Customer may terminate the Agreement with 30 days’ written notice, unless otherwise stated in the order form, subject to any obligations under the Provider T&Cs and payment of outstanding fees.
9.3 Termination by LBS: LBS may terminate the Agreement immediately if the Customer breaches these T&Cs, fails to pay fees when due, or becomes insolvent.
9.4 Effect of Termination: Upon termination, the Customer shall cease using the Services, and access to the Solutions may be terminated by the third-party vendor in accordance with the Provider T&Cs. No refunds will be provided unless required by law.
10. Force Majeure
LBS shall not be liable for any failure or delay in performing its obligations under these T&Cs due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or technical failures of the third-party vendor’s systems.
11. Governing Law and Dispute Resolution
11.1 Governing Law: These T&Cs shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of law principles.
11.2 Dispute Resolution: Any disputes arising under these T&Cs shall be resolved in the courts of [Stockholm], Sweden, unless otherwise required by law. The parties agree to attempt to resolve disputes amicably through negotiation or mediation before pursuing legal action.
12. Miscellaneous
12.1 Entire Agreement: These T&Cs, together with the Provider T&Cs and any order forms or statements of work, constitute the entire agreement between the parties and supersede all prior agreements or understandings.
12.2 Amendments: LBS may amend these T&Cs at any time by providing notice to the Customer. Continued use of the Services or Solutions constitutes acceptance of the amended T&Cs.
12.3 Severability: If any provision of these T&Cs is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 Assignment: The Customer may not assign its rights or obligations under these T&Cs without LBS's prior written consent. LBS may assign its rights or obligations to a third party without notice.
12.5 Notices: All notices under these T&Cs shall be in writing and sent to the contact information provided in the Agreement.
12.6 No Third-Party Beneficiaries: These T&Cs do not create any rights or benefits for any third party, except as expressly provided herein.
12.7 Waiver: No waiver of any provision of these T&Cs shall be effective unless in writing and signed by LBS.
Contact Information
For questions or concerns regarding these T&Cs, please contact:
Lazarus Business Solutions AB
Morellvägen 15
Email: info@lazarus-solutions.com
Phone: +46 72 087 09 23