Terms of Service

1. Definitions

Agreement: these Terms of Service, the Data Processing Addendum, and the Order Form (and all annexes or schedules to the documents).
Affiliate(s): in relation to a company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. In respect of the Customer, an “Affiliate” will not include any Skillcast Competitor.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled or identified as Confidential Information in clause 8.
Contract Year means each successive 12-month period (or portion thereof) during the Initial Term or Renewal Term.
CoreCompliance means the e-learning portal service operated by Skillcast, providing access via a web-based platform to a library of compliance training courses, associated administrative functionality and any ancillary services determined solely at Skillcast's discretion.
Customer: the person or entity identified as “Customer” on the Order Form.
Customer Data: the data and documents made available by (or on behalf of) the Customer through the Service.
EU/UK Data Protection Law: The EU GDPR (Regulation 2016/679) governing personal data processing and free movement within the EU; the UK GDPR, which incorporates the EU GDPR into UK law via the European Union (Withdrawal) Act 2018; the EU e-Privacy Directive (Directive 2002/58/EC); and any applicable national laws that implement the legislation.

Fees:as set out in the Order Form, including any additional fees.
Initial Term: an initial fixed period of 12 months commencing on the License Start Date.
Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, Confidential Information, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
License Start Date means the date the Order Form was submitted by the Customer.
Order Form: means an online form provided by Skillcast and completed by the Customer to initiate or vary its Subscription Plan.
Renewal Term: unless otherwise detailed in an Order Form, successive rolling periods of 12 months following the Initial Term or previous Renewal Term.
Representatives: in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
Service: the ability to access and use CoreCompliance.
Skillcast: Skillcast Group plc and affiliates.
Skillcast Competitor: any business or person which develops and/or sells and/or licenses software, products and/or services which are the same as, or similar to, or are an alternative to, those provided by Skillcast.
Subscription Plan: the details of the Service that Skillcast will provide to the Customer, including the Subscription Term, the number of Users and the associated Fees, as provided by the latest Order Form that the Customer has submitted.
Term: means the Initial Term together with any Renewal Terms.
User(s): the Customer's (or Affiliates’) employees, contractors, consultants, agents or representatives who are authorised by the Customer to access and/or use the Service and have unique user identifications and passwords for the Service.

2. Onboarding & AI Services

2.1. The Customer should refer to the product documentation for information required for onboarding and accessing the Service.

2.2. The Customer consents to Skillcast making the Customer Data and/or the Customer Materials available to its subcontractors for the purpose of providing the Service.

2.3. Skillcast has no control over the content of third-party sites or resources that Skillcast links to through the use of Application Program Interfaces and, to the maximum extent permitted by applicable law, accepts no liability or responsibility for them.

2.4 Skillcast AI Services: Skillcast offers certain services and functionalities within the Services, which may include certain artificial intelligence technology, tools or functionalities, machine learning models, automated systems, or other technology-driven processes or functionalities (together and individually “SAIS”). It is agreed that: 

The Customer’s use of the SAIS will be limited to 50 questions per User in each Contract Year. If the Customer's use of the SAIS in any Contract Year exceeds this limit, the access to SAIS will be suspended for the remainder of the Contract Year.
Skillcast may update, change, discontinue or alter SAIS in its sole discretion from time to time.  
AI-Generated Output or “AIGO”means any response, data, information, content, material, analysis, report and other output, generated, produced or created by or through the use of SAIS, including but not limited to outputs based on or derived from Customer Data, online courses including the content and features in the Services, any third-party content or a combination thereof.  
Skillcast does not monitor AIGO and makes no representation, warranty, accuracy, completeness or guarantee as to its suitability for meeting the Customer's legal, professional, regulatory obligations or expectations.  
The Customer acknowledges that AIGO may contain errors, inaccuracies, mistakes, biases, inconsistencies, misinterpretations or other defects.

3. Use of the Service

3.1. Skillcast grants and the Customer accepts, from the License Start Date and for the duration of the Term, a limited, non-exclusive and (subject to clause 3.5) non-transferable licence to access the Service by the number of Users specified in the Subscription Plan solely for the Customer’s internal business purposes.

3.2. If the Customer's use of the Service in any Contract Year exceeds any limits detailed in its Subscription Plan or if the Customer has underpaid the Fees, Skillcast will notify the Customer and shall immediately invoice for the Fees. Upon serving notice to the Customer, Skillcast may audit the Customer's use of the Service.

3.3. Any User assigned with access to the Service may be replaced by another User during the applicable Contract Year only if that User has not accessed the Service during that Contract Year and the Customer shall not be entitled to reduce the Subscription Plan at any time during the Contract Year.

3.4. The Customer may allow its Affiliates to use the Service for internal business purposes, provided that (i) the Customer remains responsible for their acts and omissions, and (ii) such use counts toward the Customer’s User limit. Rights end immediately when an entity ceases to be a Customer Affiliate.

3.5. the Customer shall ensure that it and its Users: (a) use the Service in accordance with this Agreement and applicable laws; (b) keep passwords secure; (c) meet all Customer responsibilities under this Agreement in a timely manner; (d) maintain compliant networks and systems (including Minimum Specifications); and (e) remain solely responsible for their own network connections, telecoms, and related issues, except as expressly provided herein.

3.6. To the extent permissible by law, Skillcast will not be liable for any loss that the Customer, a User or any third party may incur due to any use or misuse of any username or password or any part of the Service, with or without the Customer's knowledge.

4. Acceptable Use

4.1 The Customer shall not upload, publish, access, store, distribute or transmit any material during the course of its use of the Service that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence: discriminatory; or
is illegal or causes damage or injury to any person or property, and Skillcast reserves the right, without liability or prejudice to its other rights, to disable the Customer's access to the Service if Skillcast reasonably believes that the Customer is in breach of this Clause.

4.2 The Customer shall not (except as required by law or expressly permitted in this Agreement): (a) copy, modify, distribute, reverse engineer, or create competing products from the Service; (b) use the Service for third parties or make it available beyond authorised Users; (c) attempt unauthorised access or introduce Viruses; (d) remove or alter trademarks, notices, or Intellectual Property Rights; or (e) misrepresent its identity or affiliation.

4.3 The Customer shall not use the Service to avoid fees, including by creating multiple or shared User accounts. Accounts may only be reassigned to replacement Users who have not previously accessed the Service in that Contract Year. The Customer is responsible for all activity under its and its Users’ accounts.

5. Warranties & Disclaimers

5.1. Skillcast warrants that:

it will exercise due skill, care and diligence in the execution of this Agreement;
the use by the Customer of the Service shall not subject the Customer to any claim for infringement of any Intellectual Property Rights of any third party; and
it will use its best endeavours to ensure that the Service is free from harmful components and do not introduce to the Customer’s systems any computer virus, Trojan horse or similar destructive, disruptive or nuisance programme.

5.2. The Service is provided ‘as is’ and Skillcast makes no representation, warranty or guarantee as to the suitability of the Service for meeting the Customer's legal or regulatory obligations or the Customer's expectations. The Customer bears the sole responsibility to check the Service to ensure that the Service is fit for the Customer's particular purpose.

5.3. The Customer warrants that it will:

direct its Users to address their questions to the Customer's Users' administrators or the Customer help desk; and
not permit its Users or administrators to upload to the Service any material that is obscene, blasphemous or defamatory, violates any third-party Intellectual Property Right, duty of confidence or right to privacy, or the Official Secrets Acts, or is otherwise unlawful.

6. Charges & Payment

6.1. The Customer shall provide Skillcast with relevant valid, up-to-date and complete contact and billing details and payment method to process payments in connection with the Service.

6.2. By submitting credit or debit card payment information, the Customer automatically authorises Skillcast (without any further reference to the Customer) to charge to such payment instrument all Fees immediately as they are due for the Service under the Subscription Plan for the duration of the Term.

6.3. At the start of each Renewal Term, the Fees payable may be amended in accordance with Clause 12.2.

6.4. All payments to Skillcast: (a) exclude VAT and other applicable taxes, which may be added unless valid exemption certificates are provided (excluding taxes on Skillcast’s net income); (b) are non-cancellable and non-refundable; and (c) must be paid in full without set-off or deduction, unless required by law.

7. Intellectual Property Rights

7.1. Any and all of the Intellectual Property Rights, title and interest contained in the Service and any other documentation, specifications, manuals, source code and other ancillary matter in connection or subsisting with or in the Service are the exclusive property of Skillcast. The limited, non-exclusive and non-transferable license granted to the Customer by virtue of this Agreement shall not convey to the Customer any rights of ownership in or related to the Service. Skillcast alone shall own all rights, title and interest, including all related Intellectual Property Rights, in and to the Service including any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other party in respect of the Service.

7.2. Nothing contained in clause 7.1 is intended or shall be construed as giving Skillcast any rights over e-learning modules developed by the Customer or procured by the Customer from third parties. Ownership of Intellectual Property Rights in any e-learning modules developed by Skillcast on behalf of the Customer shall be governed by the separate professional service terms and conditions. Any Intellectual Property Rights of the Customer shall only be used by Skillcast for the purposes of providing the Services under this Agreement. The Customer grants Skillcast a non-exclusive license to create metadata in relation to the Customer Data or the Customer’s usage of the Service provided that such metadata is anonymised. For the avoidance of doubt, Skillcast shall own all right, title and interest in such metadata.

7.3. Both parties retain all rights to their respective names, logos, and trademarks provided for the purpose of executing this Agreement.

8. Confidentiality

8.1. “Confidential Information” means all non-public information disclosed under this Agreement, including the Agreement itself, the business, assets, affairs, customers, clients, suppliers, of the disclosing party (or any Affiliate of the disclosing party); and

the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or any Affiliate of the disclosing party).

8.2. Confidential Information does not include information that is public, lawfully obtained without restriction, independently developed, or agreed in writing as non-confidential.

8.3. Each party shall keep the other’s Confidential Information secret, use it only to perform this Agreement, and not disclose it except as permitted here.

8.4. Disclosure is allowed to Representatives who need to know, provided they are bound by confidentiality, and the disclosing party remains responsible for them.

8.5. Disclosure required by law or authority is permitted with prior notice and consideration of the other party’s reasonable requests.

8.6. On termination, each party must return or destroy the other’s Confidential Information (where practicable) and confirm compliance on request.

8.7. No public announcements may be made without prior written consent, except as required by law.

8.8. Confidential Information is provided without warranties, unless expressly stated.

8.9. These obligations last for 6 years after termination.

10. Indemnity and Limitations of Liability

10.1. The Customer shall defend, indemnify and hold harmless Skillcast and its subcontractors against any claim made against it by an unaffiliated third party or any legal action made against it in each case which arises out of or in connection with:

The Customer’s breach of Clause 4; or
Customer Data and/or Customer Materials when used in accordance with this Agreement, directly infringes a third party’s Intellectual Property Rights.

10.2. Skillcast shall defend, indemnify and hold harmless the Customer against any claim made against it by an unaffiliated third-party that the Service when used in accordance with this Agreement, directly infringes a third party’s Intellectual Property Rights.

10.3. In no event shall Skillcast, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a. a modification of the Service by anyone other than Skillcast; or
b. the Customer's use of the Service in a manner contrary to the instructions given to the Customer by Skillcast;
c. the combination of the Service, or any portion thereof, with any other third-party software, hardware, service, technology, content or material not provided by Skillcast if infringement would not occur without the combination, or the documentation expressly authorises a combination with that other third-party software, hardware, services, technology, content or material;
d. the Customer's use of other than the then-most current version of the Service, on condition that the then-most current version was made available to the Customer, to the extent such infringement would have been prevented by the Customer's use of the then-most current version;
e. the Customer's use of the Service after notice of the alleged or actual infringement from Skillcast or any appropriate authority; or
f. any Service that Skillcast makes available for trial, testing or demonstration purposes or for which Skillcast does not receive a Fee.

10.4. Notwithstanding any other provision herein, neither party excludes or limits its liability for death or personal injury caused by its negligence, or for fraud, or breach of Intellectual Property Rights, or (in respect of the Customer) failure to comply with its payment obligations, or in respect of any other liability that by law cannot be excluded or restricted.

10.5. Subject to clauses 10.4 and 10.6, both parties' total aggregate liability to the other under the indemnities granted in clause 10 shall not exceed an amount equal to 200% of the Fees paid or payable in the Contract Year in which the claim (or a series of connected claims) arose.

10.6. Subject to clause 10.4, under no circumstances will either party be liable to the other party for lost profits, data, business, revenue, goodwill or anticipated savings, or regulatory or legal fines, or any indirect, incidental, special, punitive, exemplary or consequential damages or losses of any kind, howsoever caused.

11. Suspension of Service

11.1. Skillcast may suspend the Service (in whole or in part) without liability if:
a. Skillcast reasonably believes that the Service is being used in breach of this Agreement and the Customer does not remedy the failure within fourteen days of Skillcast's written notice to the Customer describing the breach;
b. there is an attack on the Service, or the Service is accessed by or manipulated by a third party without Skillcast's consent;
c. Skillcast is required by law to suspend the Service or the Customer's access; or
d. there is another event for which Skillcast reasonably believe that suspension of the Service is necessary to protect its or any other party's network, system, the Service or other customers.

11.2. Skillcast will use reasonable endeavours to give the Customer advance notice of a suspension under this Clause unless Skillcast determines in its reasonable commercial judgement that an immediate suspension is necessary to protect Skillcast or its customers from imminent and significant operational or security risk.

11.3. Any suspension of the Service shall not suspend the Customer's obligation to pay the Fees.

12. Term & Termination

12.1. This Agreement shall, continue through the Initial Term and thereafter, this Agreement shall be automatically renewed for successive rolling periods of 12 months (each a "Renewal Term"), unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or Renewal Term.

12.2. At the start of each Renewal Term the Fees payable may be increased over the Fees charged in the previous Contract Year (for like for like services). Skillcast will limit this increase to no more than 10% and shall serve a minimum of 60 days’ notice.

12.3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
A party may terminate if the other: (a) is unable to pay its debts or is deemed insolvent under the Insolvency Act 1986; (b) enters negotiations, compromise, or arrangement with creditors (other than for a solvent restructuring); (c) applies for or obtains a moratorium; (d) is wound up (other than for a solvent amalgamation/reconstruction); (e) has an administrator or receiver appointed; or (f) undergoes any equivalent insolvency event in another jurisdiction

12.4. Without affecting any other rights that it may be entitled to, Skillcast may terminate this Agreement for breach if the Customer fails to provide credit or debit card payment information for the payment due or Skillcast is unable to obtain payment due with the credit or debit card payment information provided by the Customer for any reason within ten Business Days of when the payment is due or if the Customer breaches Clause 4.

12.5. On termination of this Agreement for any reason:
a. all rights and licences granted under this Agreement shall immediately terminate;
b. Skillcast shall continue to provide the Customer with limited access to download any Customer Data for 30 days after the effective date of the termination;
c. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

12.6. If this Agreement is terminated before the end of the Term, other than for material breach by Skillcast, all Fees payable up to the end of the Term and all other fees due and payable to Skillcast under this Agreement shall be immediately due and payable to Skillcast.

12.7. Clauses concerning the parties’ rights and obligations that by the content of the section operate after termination or that are necessary to enforce any right will survive termination of this Agreement.

13. General Terms

This Agreement constitute the entire agreement and understanding between the Customer and Skillcast and supersede all prior or contemporaneous negotiations, agreements and understandings between the Customer and Skillcast, whether verbal or written.
All rights not expressly granted to the Customer in this Agreement are reserved by Skillcast.
The Customer shall not, without the prior written consent of other party, assign, transfer, or sub-contract its rights or obligations under this Agreement, except to a successor following a business reorganisation, merger or acquisition.
To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, and it shall not affect the enforceability of the remainder of this Agreement, nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction
Unless it expressly states otherwise, this Agreement does not give rise to any rights to any other person or party (except to Skillcast and the Customer) under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
This Agreement shall be governed by and construed in accordance with English law. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of England and Wales.
All notices under this Agreement must be in writing and delivered by hand, pre-paid first-class or recorded delivery post, or by email (to support@skillcast.com for Skillcast, and to the contract signatory or any Customer administrator for the Customer). Email notices are deemed received at 9 am on the next Business Day. Where this Agreement requires written notice from Skillcast, it may be given by letter or email.
No variation of this Agreement is effective unless in writing and signed by both parties, except that Skillcast may reasonably make unilateral amendments that do not reduce the Customer’s entitlements or Services.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.
If a dispute arises under this Agreement, either Party shall give written notice with details and supporting documents. The Parties will try in good faith to resolve it within 30 days. If unresolved, they shall enter mediation, and no court or arbitration proceedings may begin until mediation has been attempted.