Terms of Service

1.  Introduction

These Terms of Service ("Terms of Service"), together with any documents, policies, or terms they incorporate by reference (collectively, the "Terms") are entered into by and between you and Skill Dynamics ("Skill Dynamics", "we", "our" or "us"). For purposes of these Terms, "you" includes, individually and collectively, any individual you (the user or the user's entity or organization) permit to visit, view, use, or access the Platform under your Plan.

You acknowledge and agree that by signing or confirming a Sales Order, or other agreement incorporating these terms, that you have read, understand, and agree to be bound by these terms.

 

 

2.  Subscription Plans, Billing and Termination

(a). Subscription Plan and Subscription Management

  • Plan Scope and Term and Renewal. The Skill Dynamics business plan you purchase, register for, order, or renew includes the features set forth on the corresponding Sales Order form. Skill Dynamics grants you access to the Platform for the term length set forth at the time of purchase on a Sales Order (the "Initial Term") in strict accordance with these Terms. This Agreement shall be automatically renewed for a subsequent 12 months ("Renewal Term") at the end of the initial term or subsequent Renewal Term unless notice is provided in writing no later than 60 days before the applicable end date.

 

  • Registration of Individual Users. By purchasing a Plan, a specific number of individuals may register as Skill Dynamics users and receive access to the Platform. Each user must be designated and assigned by the business purchasing the Plan or by such business's designated Academy Co- ordinator, after which each user will be invited to register for a Skill Dynamics account and receive access to the Platform. Access to the Platform, including individual subscriptions, is to be used for the internal purposes of the business purchasing the Plan and may not be shared.

 

  • Transfer of Access Not Permitted. You acknowledge and agree that the user access is specific to the individuals you designate. Except as set forth in your Sales Order, access granted under these Terms are not transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your users from granting access to the Platform to any other individuals, both in and outside of your organization.

 

  • Changing the Number of Users. You may add additional users during Term, as applicable. Access to the Platform is conditioned upon timely payment for each user added, which will be prorated for the number of days remaining in your then-current Term and paid by invoice. The number of individual users permitted in your Plan may not be reduced during the Term, nor will refunds be given for unused or unassigned licenses.

 

  • Transfer of Access Not Permitted. You acknowledge and agree that the user access is specific to the individuals you designate. Except as set forth in your Sales Order, access granted under these Terms are not transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your users from granting access to the Platform to any other individuals, both in and outside of your organization.

 

(vi) Changes to the Platform. Skill Dynamics may at any time, without notice or liability, change or eliminate any content or feature of the Platform or any portion thereof.

 

(b).  Billing

  • Payment by Invoice. You will be billed upon execution of a Sales Order, irrespective of the Plan start date. Anniversary billing or Renewal Terms will be invoiced on or around the start date of that specific Term. You hereby agree that payment is due as of the date of any Skill Dynamics invoice, payable within thirty (30) days of said date.

 

  • Collection Methods. If your account is past due, we may collect fees owed using other collection mechanisms—this may include retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable Term and regardless of whether you cancel your Plan during such Term. Late payments will bear an additional 1% interest monthly, plus taxes if applicable which can be applied at our discretion.

 

  • Suspension Because of Non-payment. If payment is not received within the required time period, we may suspend your access to the Platform (including all of your users' access) until payment is received. In the event we suspend your Plan because of non-payment and reinstate access to the Platform after you have made payment, no additional time will be added to the then-applicable Term.

 

  • Taxes. Price is exclusive of taxes. You are responsible for any applicable sales, use, value-added, withholding or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on Skill Dynamics's income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Service or any Sales Order whether or not such taxes are collected by Skill Dynamics. When invoicing, we may include a separate charge for such taxes and will remit taxes collected, if any, to the appropriate taxing authority.

 

(c).  Termination

  • For Cause. This Agreement may be terminated at any time by each party on written notice in the event that:
    • Proceedings in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator is appointed in respect of any part of the other party´s assets or any similar relief is granted under any applicable bankruptcy or equivalent law;
  • Either the party breaches these Terms and fails to cure said breach within thirty (30) days after receipt of written notice thereof. Except for instances arising from Skill Dynamics' uncured breach, all fees or charges related to your Plan are non-refundable and all unpaid fees are due and payable immediately upon termination.

 

  • No Refunds. Refunds will not be given if you cancel your Plan or delete your account prior to the end of your Term and any fees unpaid at the time of such termination shall remain due and payable.

 

  • You acknowledge and agree that Skill Dynamics may retain and store your information on its systems for archival purposes notwithstanding any termination or cancellation of your account or Plan, subject to applicable laws.

 

 

 

3.  Proprietary materials

  • Use of Skill Dynamics Proprietary Materials. The Platform contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of Skill Dynamics. You acknowledge that all intellectual property rights (including any new intellectual property rights) arising out of or in connection with the Platform and associated documentation, always belongs to us or our licensors. This will exclude any of your developed intellectual property rights, that we host and provide to your learners as part of their learning plans upon your request. In this instance, you grant us a non-exclusive, revocable, non-transferable licence to use this content, for you only for the license term. Nothing in this Agreement shall transfer any intellectual property rights in or arising from our Platform or documentation to you but that these shall remain vested in us or our licensors. No rights to use any such intellectual property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work.

 

  • End-user License Agreement. We grant You a non-exclusive, revocable, non-transferable right, without the right to grant sub-licenses, to use the Platform. Such right shall commence on the provision of the Platform and shall continue for the Term. This right includes any affiliates that you control, and both the affiliates and their end-users will be bound by these Terms.

 

  • Violation of Copyright or Intellectual Property Laws. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Platform that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly.

 

 

 

4.  Confidentiality

  • Confidential Information. "Confidential Information" means all information which is disclosed to or obtained by one party (whether directly or indirectly) from the other, including the Proprietary Materials, and all information relating to that other's business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the above) whether or not such information is marked as being confidential, but excluding information which is:

 

  • available to the public other than because of any breach of these Terms;
  • when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
  • independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (iv) is developed independently of and without reference to any Confidential Information provided.

 

  • Use of Confidential Information. The party receiving Confidential Information agrees to use the other's Confidential Information only for the purpose of performing its obligations under these Terms.

 

 

 

5.  Representation, warranties and covenants

  • Authority. You and Skill Dynamics each represent, warrant, and covenant that it has the full power and authority to: (i) enter into an agreement subject to these Terms; (ii) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or be contrary to any other agreement; (iii) and that by so doing, it does not violate any applicable laws or any contractual relationship.

 

  • Skill Dynamics Intellectual Property. We represent, warrant, and covenant that: (i) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms to grant you rights granted hereunder; and (ii) neither the Platform (including the Proprietary Materials), nor the provision or utilization thereof as contemplated under these Terms, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

 

  • Limitation on Liability. In no event will Skill Dynamics, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable to you, any of your users, or any third party with respect to the platform or the subject matter of these terms under any contract, negligence, tort, strict liability, or other legal or equitable theory, even if foreseeable, for:

 

(i) any amount in the aggregate in excess of the greater of the amount you have paid to Skill Dynamics for use of the platform in the twelve (12) months immediately prior to such liability arising; (ii) for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, including without limitation loss of revenue, loss of profits, loss of business, loss of anticipated savings, loss of use, or loss of goodwill; (iii) user content or data loss or cost of procurement of substitute goods or services; (iv) for any matter beyond our reasonable control; or (v) for any actions of, or services provided by, third-party service providers or independent contractors. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

 

 

6.  Indemnification

  • Indemnification. Each party agrees to defend, indemnify and hold harmless the other, its directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) (hereinafter, "Claims") arising out of or relating to : (i) your violation of these Terms; (ii) any use by you of the Platform's material, content, services, or products other than as expressly authorized in these Terms; or (iii) your use of any information obtained from the Platform.

 

 

 

7.  General

  • Non-Waiver. Failure by Skill Dynamics to enforce any provision(s) of these Terms will not be construed as a waiver of any provision or right.

 

  • Severability. If any provision of these Terms is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions of these Terms.

 

  • Governing Law and Jurisdiction. These Terms, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to these Terms, or the negotiation, execution, or performance under these Terms (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with these Terms or as an inducement to agree to these Terms), are governed by and will be construed and enforced in accordance with the laws of England and Wales.

 

  • Compliance with Legal Requests. Without limiting the foregoing, we have the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose customer data or other information on the Platform. You waive and hold harmless us and our affiliates, licensees, and service providers from any claims resulting from any action taken by us or any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either us, such parties, or law enforcement authorities.

 

  • Compliance with Applicable Laws. Skill Dynamics agrees to comply with all applicable laws and regulations, with respect to the use and disclosure of your personal information. In performing its obligations under the Agreement, Skill Dynamics shall, and shall require that each of its subcontractors and suppliers comply with all applicable modern slavery laws, regulations, rules and codes.

 

  • Your Marks. You agree that we may identify you as a customer of Skill Dynamics on Skill Dynamics's websites and in other marketing materials. Skill Dynamics may display your trademarks, service marks, and/or logos in Skill Dynamics marketing materials in order to identify you as a customer. The foregoing shall be deemed a worldwide, non-exclusive, and irrevocable license to use your name, trademarks, service marks, and logos for this purpose during the Term.

 

  • Dispute Resolution. Should any dispute arise with regard to these Terms, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms.

 

  • Notice. Any notice which may be required to be given under these Terms, will be given: (i) by Skill Dynamics to you via e-mail; (ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication. Any notice given otherwise than in accordance with this Section will be deemed ineffective. All other feedback, comments, requests for technical support, or other communications relating to the Platform should be directed to the Skill Dynamics support team by emailing support@skilldynamics.com.

 

  • Assignment. Each Party may assign this Agreement only as part of a corporate reorganization, consolidation, merger, or sale of substantially all (greater than 50%) of its assets.

 

  • Miscellaneous. These Terms and any terms that incorporate these Terms by reference, together with each Sales Order, as applicable, constitute the sole and entire Agreement between you and Skill Dynamics with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Platform and to the subject matter contemplated by these Terms. The inclusion of your purchase order number on any Sales Order, invoice, or other Skill Dynamics-provided document is for reference purposes only and is not an acceptance by Skill Dynamics of your terms or conditions contained therein or elsewhere.