Skilledin Limited
User Agreement
Thank you for signing up for a free subscription with Skilledin Limited, a company incorporated in England with company number 13084175 and whose registered office is at 212 The Long Shoot, Nuneaton, England, CV11 6JW (“Skilledin”). By clicking to accept this Agreement or using or accessing any Skilledin Service or related services, you agree to all the terms and conditions of this User Agreement (“Agreement”). If you are using the Service or related service on behalf of a company then “Customer” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement. Please note that we may modify this Agreement as further described in the changes to services and terms section below, so you should make sure to check this page from time to time.
1. OVERVIEW OF THE SKILLEDIN PLATFORM
1.1 Skilledin is a digital platform for careers inspiration and guidance.
2. DEFINITIONS AND INTERPRETATION
2.1 The definitions and rules of interpretation set out in Schedule 1 shall apply to this Agreement.
3. ACCOUNT REGISTRATION
3.1 Customer and its Authorised Users may be provided with account details or may be required to register for a Skilledin account to access or receive the Service. Where Customer is required to register for a Skilledin account, account information must be accurate, current, and complete. In each case, such information will be governed by Skilledin’s Privacy Policy (currently available at https://skilledin.wpengine.com/privacy policy/).
3.2 Customer agrees to keep account information up to date so that Skilledin may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Service are kept strictly confidential and not shared with any unauthorised person.
4. RIGHTS OF USE
4.1 Subject to the terms and conditions of this Agreement, Skilledin hereby grants the Customer and its Authorised Users a non exclusive, non transferable, non sublicensable right and licence to access and use the Service (and any Updates and Upgrades) for the Permitted Purpose (and for no other purpose) as designated in this Agreement.
4.2 The Customer acknowledges that the Service does not include any:
4.2.1 services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Service);
4.2.2 dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintain backups of all Customer Data); or
4.2.3 legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Service will comply with or satisfy any legal or regulatory obligation of any person.
5. USERS
5.1 The Customer shall ensure that only Authorised Users use the Service and that such use is at all times in accordance with this Agreement.
5.2 Without prejudice to any other right or remedy of Skilledin, in the event the Customer is in breach of clause 5.1 then the warranty in clause 7.1 shall cease to apply to the Service for the duration of the period during which the Customer is in breach.
5.3 The Customer shall:
5.3.1 be liable for the acts and omissions of the Authorised Users as if they were its own;
5.3.2 only provide Authorised Users with access to the Service via the access method provided by Skilledin and shall not provide access to (or permit access by) anyone other than an Authorised User; and
5.3.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to Skilledin’s Confidential Information.
5.4 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights as necessary for use of the Service) their password or access details for the Service.
5.5 The Customer shall comply (and shall ensure all Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Service and the Customer Data (or any part), and shall not export or re export, directly or indirectly, separately or as a part of a system, the Service or the Customer Data to, or access or use the Service or the Customer Data in, any country or territory for which an export licence or other approval is required under the laws of England and Wales without first obtaining such licence or other approval. Without prejudice to Skilledin’s obligations under the Skilledin Privacy Policy, the Customer shall be solely responsible for ensuring its access, importation and use of the Service and the Customer Data complies with all export and other laws.
5.6 The Customer shall (and shall ensure Authorised Users shall) at all times comply with all provisions of this Agreement.
5.7 If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify Skilledin immediately.
5.8 Clauses 5.4 to 5.7 (inclusive) shall survive termination of this Agreement.
6. CHANGES TO SERVICES AND TERMS
6.1 Skilledin may at its absolute discretion make, and notify the Customer of, updated versions of this Agreement from time to time by notifying the Customer of such update by email (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which Skilledin elects (“Update Notification”).
6.2 The version of this Agreement subject to such Update Notification shall replace the preceding version from the date thirty (30) Business Days after Update Notification of such revised document(s) (the “Update”) (or at such later date as Skilledin may specify).
6.3 The Customer acknowledges that Skilledin shall be entitled to modify the features and functionality of the Service (“Upgrade”). Skilledin shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Service by Skilledin’s customers generally.
7. WARRANTIES
7.1 Subject to the remainder of this clause 7, Skilledin warrants that it will provide the Service with reasonable care and skill.
7.2 The Service may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that Skilledin shall have no liability for any such delays, interruptions, errors or other problems.
7.3 If there is a breach of the warranty in clause 7.1 Skilledin shall use reasonable endeavours to repair or replace the Service (or relevant part of it) within a reasonable time. Subject to clause 13, this clause 7.3 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for breach of the warranty in clause 7.1.
7.4 Other than as set out in this clause 7, and subject to clause 13 all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
8. CUSTOMER’S RESPONSIBILITIES
8.1 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Service.
9. INTELLECTUAL PROPERTY
9.1 All Intellectual Property Rights in and to the Service (including any source code) belong to and shall remain vested in Skilledin or the relevant third party owner. To the extent that the Customer, Authorised Users or any person acting on its or their behalf acquires any Intellectual Property Rights in any part of the Service, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Skilledin or such third party as Skilledin may elect. The Customer shall execute all such documents and do such things as Skilledin may consider necessary to give effect to this clause 9.1.
9.2 Skilledin has no obligation to deliver any copies of any software to the Customer in connection with this Agreement or the Service.
9.3 Skilledin may use any feedback and suggestions for improvement relating to the Service provided by the Customer, or any Authorised User without charge or limitation (“Feedback”). The Customer hereby assigns (or shall or procure the assignment) of all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Skilledin at the time such Feedback is first provided to Skilledin.
9.4 The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Skilledin under this Agreement.
9.5 Except as expressly permitted under this Agreement, the Customer (i) shall not; and (ii) shall procure that any Authorised User shall not:
9.5.1 copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to third parties, sell, licence, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of the Service;
9.5.2 permit any use of the Service in any manner by any third party or allow or permit a third party to do any of the foregoing (other than to Authorised Users for the Permitted Purpose);
9.5.3 combine, merge or otherwise permit the Service (or any part of it or any Application) to become incorporated in any other program or service, or arrange or create derivative works based on it (in whole or in part); or
9.5.4 attempt to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Service (or any part).
9.6 Except for the rights expressly granted in this Agreement, the Customer or any Authorised User, and their direct and indirect sub contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Service and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
9.7 This clause 9 shall survive the termination or expiry of this Agreement.
10. SKILLEDIN INDEMNITY
10.1 Subject to clauses 10.2 and 10.4, Skilledin shall indemnify the Customer for all costs and damages actually awarded on final judgment of an IP Claim.
10.2 The provisions of clause 10.1 shall be conditional on the Customer:
10.2.1 promptly (and in any event within three (3) Business Days) notifying Skilledin upon becoming aware of any actual or threatened IP Claim and providing full written particulars;
10.2.2 making no comment or admission and taking no action that may adversely affect Skilledin’s ability to defend or settle the IP Claim;
10.2.3 providing all assistance reasonably required by Skilledin subject to Skilledin paying the Customer’s reasonable costs; and
10.2.4 giving Skilledin sole authority to defend or settle the IP Claim as Skilledin considers appropriate.
10.3 In the event of any IP Claim Skilledin may elect to terminate this Agreement immediately by written notice. This clause 10.3 is without prejudice to the Customer’s rights and remedies under clause 10.1.
10.4 Skilledin shall have no liability or obligation under this clause 10 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
10.4.1 any modification of the Service (or any part) without Skilledin’s express written approval;
10.4.2 any Customer Data;
10.4.3 any Open Source Software;
10.4.4 any breach of this Agreement by the Customer;
10.4.5 use of the Service (or any part) otherwise than in accordance with this Agreement; or
10.4.6 use of the Service (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Skilledin.
10.5 Subject to clause 13, the provisions of this clause 10 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
11. CUSTOMER DATA
11.1 Customer Data shall at all times remain the property of the Customer or its licensors.
11.2 Customer agrees that Skilledin will have the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is Skilledin Technology, which Skilledin may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Skilledin’s products and services and to create and distribute reports and other materials). For clarity, Skilledin will only disclose Aggregate/Anonymous Data externally in a de identified (anonymous) form that does not identify Customer or Authorised Users, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Customer is not responsible for Skilledin’s use of Aggregate/Anonymous Data.
11.3 Except to the extent Skilledin has direct obligations under DP laws, the Customer acknowledges that Skilledin has no control over any Customer Data used as part of the provision of the Service. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with this Agreement and all applicable laws.
12. CONFIDENTIALITY AND DATA PROTECTION
Confidentiality
12.1 Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfil its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know, provided that the party remains responsible for any recipient’s compliance with the terms of this clause 12.1 and that these recipients are bound to confidentiality obligations no less protective than this clause 12.
12.2 The confidentiality obligations in clause 12.1 do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
Data Protection
12.3 As at the date of this Agreement, the parties do not anticipate that either party will be required to process any personal data on behalf of the other party.
12.4 If, and to the extent, any personal data is processed by either party under this Agreement then:
12.4.1 each party agrees to comply any obligations applicable to it under DP Laws; and
12.4.2 prior to the processing commencing, the parties shall ensure that an appropriate contract or contract amendment is put in place between the parties governing the processing of the personal data, in accordance with Article 28 of the UK GDPR.
13. LIMITATION OF LIABILITY
13.1 Subject to clause 13.4, Skilledin’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed one thousand pounds sterling (£1,000).
13.2 Subject to clause 13.4, Skilledin shall not be liable for consequential, indirect or special losses.
13.3 Subject to clause 13.4, Skilledin shall not be liable for any of the following (whether direct or indirect): (i) loss of profit; (ii) destruction, loss of use or corruption of data; (iii) loss or corruption of software or systems; (iv) loss or damage to equipment; (v) loss of use; (vi) loss of production; (vii) loss of contract; (viii) loss of opportunity; (ix) loss of savings, discount or rebate (whether actual or anticipated); and/or (x) harm to reputation or loss of goodwill.
13.4 Notwithstanding any other provision of this Agreement, Skilledin’s liability shall not be limited in any way in respect of the following:
13.4.1 death or personal injury caused by negligence;
13.4.2 fraud or fraudulent misrepresentation; or
13.4.3 any other losses which cannot be excluded or limited by applicable law.
13.5 This clause 13 shall survive the termination of this Agreement.
14. SUSPENSION
14.1 Skilledin may suspend access to the Service to all or some of the Authorised Users if Skilledin suspects that there has been any misuse of the Service or breach of this Agreement.
14.2 Where the reason for the suspension is suspected misuse of the Service or breach of this Agreement, Skilledin will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
15. TERM AND TERMINATION
15.1 This Agreement commences on the date on which the Customer agrees to its terms and will continue unless terminated earlier as provided herein.
15.2 Each party shall be entitled to terminate this Agreement on serving not less than thirty (30) days written notice to the other party.
15.3 Either party may terminate this Agreement immediately at any time by giving notice in writing to the other party if:
15.3.1 the other party commits a material breach of this Agreement and such breach is not remediable;
15.3.2 the other party commits a material breach of this Agreement which is not remedied within thirty (30) Business Days of receiving written notice of such breach; or
15.3.3 the other party is subject to an Insolvency Event. A party exercising this right of termination shall only be entitled to do so prior to the other party entering into a relevant insolvency process.
16. CONSEQUENCES OF TERMINATION
16.1 Immediately on termination of this Agreement (for any reason), the rights granted by Skilledin under this Agreement shall terminate and the Customer shall (and shall procure that each Authorised User shall):
16.1.1 stop using the Service; and
16.1.2 destroy and delete or, if requested by Skilledin, return any copies of Skilledin’s Confidential Information in its possession or control (or in the possession or control of any person acting on behalf of any of the Customer).
16.2 Termination of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
17. ENTIRE AGREEMENT
17.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
18. NOTICES
18.1 Any notice given by Skilledin or the Customer under this Agreement shall be sent in writing (which shall include email) to the contact details provided to each other at the time of entering into this Agreement.
19. VARIATION
19.1 No variation of this Agreement shall be valid or effective unless it is:
19.1.1 an Update is made in accordance with this Agreement; or
19.1.2 made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
20. ASSIGNMENT AND SUBCONTRACTING
20.1 Except as expressly provided in this Agreement, Skilledin may at any time assign, sub contract, sub licence, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.
20.2 Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub contract, sub licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without Skilledin’s prior written consent.
21. NO PARTNERSHIP OR AGENCY
21.1 Skilledin and the Customer are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
22. SEVERANCE
22.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
22.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
23. WAIVER
23.1 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
23.2 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
24. THIRD PARTY RIGHTS
24.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
25. GOVERNING LAW
25.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
26. JURISDICTION
26.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non contractual disputes or claims).
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1. In this Agreement:
“Aggregate/Anonymous Data” means: (i) data generated by aggregating Customer Data with other data so that results are non personally identifiable with respect to Customer or its Authorised Users; and (ii) learnings, logs, and data regarding use of the Skilledin Service;
“Agreement” means the terms set out in the clauses and other provisions of this document (including the schedule) as Updated from time to time;
“Applications” means the software or applications used by or on behalf of Skilledin to provide the Service;
“Authorised Users” means professionally qualified teachers employed by the Customer. Authorised Users will have a recognised professional qualification to teach e.g. they have Qualified Teacher Status;
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;
“Skilledin Technology” means the Skilledin Service, any and all related or underlying documentation, technology, code, know how, logos and templates (including in any reports or output obtained from the Skilledin Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback;
“Confidential Information” means all information (whether in oral, written or electronic form) relating to either party’s business which may reasonably be considered to be confidential in nature including information relating to either party’s technology, know how, Intellectual Property Rights, assets, finances, strategy, products and customers. Any other technical or operational specifications or data relating to the Service shall be deemed to be Confidential Information;
“Customer Data” means all data (in any form) that is provided to Skilledin or uploaded on any part of the Service by the Customer or by any Authorised User (but excluding Feedback);
“DP Laws” means the Data Protection Act 2018, (the “DPA”) and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, (the “EU GDPR”) and the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR”) and all laws relating to Data protection and privacy;
“Feedback” has the meaning given in clause 9.3;
“Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know how, trade secrets, trade marks and trade names, service marks, design rights, rights in get up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
“IP Claim” means any claim brought by a third party against the Customer by any third party alleging that the Customer’s use of the Service infringes any copyright, database right or registered trade mark, registered design, registered design rights or registered patents in the United Kingdom;
Insolvency Event means, where (i) a party becomes insolvent or unable to pay its debts as and when they become due, or (ii) an order is made or a resolution is passed for the winding up of a party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or (iii) a liquidator, administrator, administrative receiver, receiver, or trustee is appointed in respect of the whole or any part of a party’s assets or business, or (iv) a party make(s) any composition with its creditors, or (v) a party cease(s) to continue its business, or (vi) as a result of debt or maladministration a party take(s) or suffers any similar or analogous action in any jurisdiction;
“Open Source Software” means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of this Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free sw.html) at the date of this Agreement;
“Permitted Purpose” means use solely in respect to career inspiration and guidance;
“Service” means the proprietary software as a service product(s) of Skilledin;
“Update” has the meaning given in clause 6.2, and Updated shall be construed accordingly;
“Update Notification” has the meaning given in clause 6.1; and
“Upgrade” has the meaning given in clause 6.3.
2. In this Agreement, unless otherwise stated:
2.1 the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
2.2 Skilledin and the Customer are together the “parties” and each a “party”, and a reference to a “party” includes that party’s successors and permitted assigns;
2.3 words in the singular include the plural and vice versa;
2.4 any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
2.5 a reference to “writing” or “written” includes any method of reproducing words in a legible and non transitory form (including email);
2.6 a reference to specific legislation is a reference to that legislation as amended, extended, re enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made as at the date of this Agreement under that legislation; and
2.7 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
