Terms and Conditions
(A) These terms and conditions ("Terms") govern the use of the Product by you ("You"), the customer ("Customer"), and Active Users (individuals who have a SkillsMap account and belong to the Customer organisation) whether in connection with a subscription package, a free trial or any other agreement where you have been granted free access to SkillsMap.
(B) Your ongoing use of the Product signifies Your acceptance of these Terms, If You do not accept these Terms, You must immediately cease to use the Products and Services.
1. Grant of Licence
1.1 SkillsMap hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences (except as expressly agreed), to permit its Active Users to use the Product during the Subscription Term solely for its internal business purposes, further detailed in the Subscription Package (“Licence”).
1.2 SkillsMap shall, during the Subscription Term, provide the Product to the Customer on and subject to the terms of this Agreement.
1.3 The Customer acknowledges that SkillsMap uses selected third party hosting providers (“Hosting Providers”) to host the Product and SkillsMap can only provide the same levels of uptime as SkillsMap received from such hosting providers. Details of the hosting providers SkillsMap uses are available on the SkillsMap website at https://www.skillsmap.io/hosting-providers.
1.4 SkillsMap shall use reasonable endeavours to make the Product available 24 hours a day, seven days a week and to avoid disruptions, except for:
- planned maintenance (on providing 14 days prior written notice to the Customer);
- unscheduled maintenance performed outside Service Hours;
- any downtime as a result of any Hosting Providers; and
- any unplanned or emergency maintenance in which no prior written notice shall be provided.
1.5 In the event of any downtime experienced as a result of clause 1.4, SkillsMap shall use reasonable endeavours to notify the Customer by email or by providing notice of such downtime on the Skillsmap website.
1.6 The Customer hereby understands and accepts that it is responsible for its Authorised Users’ use of the Product and shall ensure that the Authorised Users have the same or equivalent obligations as the Customer as set out in these terms and conditions.
2. Scope of Use
2.1 Except as expressly set out in this Agreement, the Customer has no right (and shall not permit any Active User, Employee or third party) to reverse engineer, reverse assemble, disassemble or decompile the Product, except to the extent permitted by law and/or to the extent that such action is legitimately necessary to achieve the inter-operability of an independently created program with the Product or another program and such information is not readily available on request from SkillsMap or elsewhere.
2.2 The Customer undertakes:
- not to copy (other than as specified above), reproduce, translate, adapt, vary or modify the Product nor to communicate the same to any third party without SkillsMap’s prior written consent;
- to supervise and control use of the Product in accordance with the terms of this Agreement;
- use all reasonable endeavours to prevent any unauthorised access to, or use of, the Product and, in the event of any such unauthorised access or use, promptly notify SkillsMap;
- to reproduce and include the copyright notice of SkillsMap on all and any copies whether in whole or in part in any form including partial copies of modifications of the Product made herein; and
- not to provide or otherwise make available the Product in whole or in part (including but not limited to program listings object and source program listings object code and source code) in any form to any person other than the Employees or Active Users without prior written consent from SkillsMap.
2.3 SkillsMap shall provide the Customer with Support Services in accordance with the Subscription Package.
2.4 The Customer shall promptly notify SkillsMap of any change in the number of Authorised Users and any Authorised Users who are no longer employed by the Customer shall have their access to the Product removed.
2.5 SkillsMap reserves the right to charge additional Subscription Fees if the Customer increases the number of Active Users in the Subscription Package.
3. Subscription Fees
3.1 The Customer shall pay the Subscription Fees as stated in the Subscription Package to SkillsMap on an annual basis. All sums payable under this Agreement are in Pounds Sterling and are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
3.2 If the Customer fails to make any payment due to SkillsMap under this Agreement by the due date for payment, then, without limiting any of SkillsMap’s remedies under this Agreement, SkillsMap may:
- charge the Customer interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
- suspend the Customer’s and Active User’s use of the Product until such payment is made.
SkillsMap reserves the right to increase the Subscription Fees on an annual basis by providing at least sixty (60) days’ written notice to the Customer.
4.1 This Agreement shall be binding on the parties and their respective successors and assignees.
4.2 The Customer shall have no right to assign the Licence to any other party, except with the prior written consent of SkillsMap.
5.1 The Customer shall have no right to grant sub-licenses except with the prior written consent of SkillsMap or as stated in the Commercial Terms and where the Customer has paid the applicable fee for such sub-licensing right.
5.2 Where the Customer is granted such the right to sub-licence pursuant to clause 5.1, this shall be subject to the following limitations:
- the sub-licence shall only relate to the Product as incorporated into the Customer’s own products and not in its stand-alone form;
- the right to grant sub-licences is solely to the Customer’s own clients and only for such clients’ own internal business purposes;
- where the Customer’s own clients have been granted a sub-licence, such clients shall have no right to grant further sub-licences;
- the right to grant sub-licences is for the Customer’s own business purposes and not for any further commercial gain or exploitation; and
- any sub-licence shall include the same level of obligations on the Customer’s clients as imposed on the Customer by these terms and conditions. At all times, the Customer shall remain liable for its clients’ compliance with the obligations set out in these terms and conditions as if they were the actions or omissions of the Customer.
5.3 The Customer shall ensure that any sub-licences include the same level of obligations as imposed on the Customer by these terms and conditions. Any rights to grant sub-licences shall not extend to commercialisation of the Product by any third party in any form.
6.1 The Customer and SkillsMap shall both, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the other, disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) information of a confidential nature (including trade secrets and information of commercial value) which may become known and which relates to the other or any of its affiliates, unless that information is public knowledge or already known to the relevant party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. The Customer and SkillsMap shall each use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
6.2 Neither the Customer nor SkillsMap shall make, nor permit any person to make, any public announcement disclosing the particulars of this Agreement without the prior written consent of the other, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. The Customer agrees that SkillsMap may refer to the Customer as a Customer on its website and in its promotional material.
6.3 For the avoidance of doubt, drawings, specifications, documents, design materials, user guides and other data relating to the Product are confidential to SkillsMap and the Customer must comply with Clause 6.1 in respect of such information.
6.4 Each party will ensure that each of its employees, agents and contractors will comply with the provisions contained within this Clause 6.
7.1 Neither the Customer nor SkillsMap shall export, directly or indirectly, any technical data acquired from the other under this Agreement (nor any products, including Product, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
7.2 The Customer and SkillsMap undertake:
- contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
- if requested, to provide the other with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
8.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:
- either party notifies the other party of termination, in writing, for reason or no reason, in which case this Agreement shall terminate 30 days after receipt of such notification; or
- otherwise terminated in accordance with the provisions of this Agreement.
8.2 Either party may terminate this Agreement immediately upon written notice to the other if:
- the other party is in material or persistent breach of any of the terms of this Agreement and (if such breach is capable of remedy) fails to remedy the same within thirty (30) days of receipt of a written notice from SkillsMap requiring it to do so; or
- if the other party convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction), or if in the United States, similar actions shall be taken by either party under applicable US Bankruptcy laws or similar laws regarding the rights of creditors
8.3 SkillsMap may terminate this Agreement immediately on providing written notice to the Customer if the Customer does not make any undisputed payment(s) when due and such payment(s) remains unpaid thirty (30) days after written notice from SkillsMap that such payment(s) is past due.
8.4 On termination for any reason:
- all rights granted to the Customer under this Agreement shall cease;
- the Customer shall cease all activities authorised by this Agreement;
- the Customer shall immediately pay to SkillsMap any sums due to SkillsMap under this Agreement or SkillsMap will refund any pre-paid Subscription Fees; and
- on written request by the Customer, SkillsMap shall export the most recent versions of any of Customer’s data contained in the Product as JSON formatted data.
8.5 Termination in accordance with this Clause 8 shall be without prejudice to any rights or remedies of either party accrued prior to the date of termination.
9.1 SkillsMap does not warrant that at any time the Product, the SkillsMap website or the hosting platform will be entirely uninterrupted, error or bug-free or free from viruses or that the Product and Support Services and/or the information obtained by the Customer through the Product or Support Services will meet the Customer's requirements.
9.2 SkillsMap shall not be responsible for any losses (direct, indirect or consequential) arising out of any downtime in the Product or Support Services (including, for the avoidance of doubt, any losses that occur as a result of an event that constitutes force majeure under clause 14); and
9.3 SkillsMap is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Product or Support Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.4 This Agreement shall not prevent SkillsMap from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
9.5 SkillsMap warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
9.6 This Agreement sets out the full extent of SkillsMap’s obligations and liabilities in respect of the Licence of the Product hereunder. SkillsMap does not provide any conditions, warranties, representations or other terms, express or implied, except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the Product which might otherwise be implied into or incorporated in this Licence, whether by statute, common law or otherwise, is hereby excluded.
10. Intellectual Property Rights
10.1 For the purpose of this clause “Customer Data” means any data inputted by the Customer, its Employees, or by SkillsMap on the Customer's behalf for the purpose of using the Product or facilitating the Customer's use of the Product. Customer Data may include an Employee’s name, details of their skillset, comments on their skills, employee’s learning objectives.
10.2 The Customer acknowledges that content attributed to third parties belongs to the third-party and is provided according to the terms of the attribution and license provided with the content.
10.3 All intellectual property rights arising in any Customer Data created by the Customer or its Employees shall belong to the Customer.
10.4 The Customer hereby grants SkillsMap a non-exclusive, non-transferable right, to use the Customer Data in an anonymous form at any time for the purpose of trend analysis, machine learning and improving the Product.
10.5 Subject to 10.2, the Customer acknowledges that all copyright and other intellectual property rights in the Product and in any upgrades, modifications or other amendments to the Product that may be provided to the Customer from time to time are owned by and shall remain vested in SkillsMap.
10.6 Subject to 10.2, the Customer acknowledges and agrees that SkillsMap and/or its licensors own all intellectual property rights in the Product and Support Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Product and Support Services.
10.7 SkillsMap confirms that it has all the rights in relation to the Product and Support Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10.8 For the avoidance of doubt, the Customer shall have no rights in or to the Product other than the right to use it in accordance with the terms of this Agreement.
11. GDPR & Data Protection
11.1 To the extent that SkillsMap processes Personal Data in the course of providing the Services, each party acknowledges that, for the purpose of Data Protection Laws, the Customer is the controller of the Personal Data and SkillsMap is the processor.
11.2 SkillsMap shall implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the GDPR and ensure the protection of the rights of the data subject.
11.3 The Customer consents that SkillsMap may appoint third-party processors of Personal Data under this Agreement. SkillsMap confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 11. As between the Customer and Skillsmap, SkillsMap shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11. Details of the third-party providers SkillsMap uses are available on the SkillsMap website at https://www.skillsmap.io/third-parties.
11.4 Processing by SkillsMap shall be governed by this Agreement under any law of the European Union or any member state of the European Union, which is binding on SkillsMap with regard to the Customer.
Data Subject Rights
11.5 SkillsMap shall:
- implement appropriate technical and organisational measures for the fulfilment of the Customer’s obligation to respond to requests by Data Subjects to exercise their rights of access, rectification or erasure, to restrict or object to processing of Personal Data, or to data portability; and
- if a Data Subject makes a written request to SkillsMap to exercise any of the rights referred to in clause 11.5a, forward the request to the Customer promptly and shall, upon the Customer’s reasonable written request, provide the Customer with all co-operation and assistance reasonably requested by the Customer in relation to that request to enable the Customer to respond to that request in compliance with applicable deadlines and information requirements.
11.6 SkillsMap shall:
- implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including the risk of unauthorised or unlawful processing of Personal Data, and of accidental or unlawful loss, alteration, unauthorised disclosure or destruction of, or damage to, Personal Data; and
- notify the Customer without undue delay after becoming aware of a Personal Data Breach, and upon the Customer’s reasonable written request, provide the Customer with all co-operation and assistance reasonably requested by the Customer to enable the Customer to notify the Personal Data Breach to the relevant supervisory authority and relevant Data Subject(s) (as applicable).
11.7 SkillsMap shall:
- promptly notify the Customer if it receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data, or to either party’s compliance with Data Protection Laws, and shall fully co-operate and assist the Customer in relation to any such complaint, notice, communication or non-compliance; and
- upon the Customer’s reasonable written request, provide all information necessary to demonstrate compliance with these GDPR Terms, and allow the Customer or an auditor appointed by the Customer to carry out audits, including inspections of facilities, equipment, documents and electronic data, relating to the processing of Personal Data by SkillsMap or any processor, to verify compliance with these GDPR Terms.
11.8 SkillsMap shall:
- unless expressly stated otherwise in this Agreement, upon termination of this Agreement, SkillsMap shall, and shall procure that each processor shall, immediately cease to use the Personal Data and shall, at the Customer’s option, return the Personal Data to the Customer or to a processor nominated by the Customer or delete the Personal Data and all copies and extracts of the Personal Data unless required to retain a copy in accordance with any law of the European Union or any member state of the European Union; and
- on expiry or termination of this Agreement (however arising) these GDPR Terms shall survive and continue in full force and effect.
12.1 Except as expressly and specifically provided in this Agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Product and Support Services by the Customer, and for conclusions drawn from such use. SkillsMap shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to SkillsMap by the Customer in connection with the Product, Support Services or any actions taken by SkillsMap at the Customer's direction;
- SkillsMap assumes no liability for any content created by the Customer or the Authorised Users when using the Product or uploaded to the SkillsMap website;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
- the Product and Support Services are provided to the Customer on an "as is" basis.
12.2 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.
12.3 Subject to Clauses 12.1 and 12.2:
- SkillsMap shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
- SkillsMap's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the Product during the 12 months immediately preceding the date on which the claim arose.
12.4 All dates supplied SkillsMap for the delivery of the Product or the provision of Support Services shall be treated as approximate only. SkillsMap shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
12.5 The Customer acknowledges that SkillsMap provides links to third party websites on its own website, and SkillsMap shall not be liable for the content and availability of such third party websites nor any third party privacy policies.
13.1 The Customer shall indemnify SkillsMap against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) (“Losses”) arising out of or in connection with the Customer's or its Employees’ use of the Product or Support Services (except insofar as such Losses arise as a result of SkillsMap’s breach of its obligations in clauses 9.1 and 9.5) provided that:
- the Customer is given prompt notice of any such claim;
- SkillsMap provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- the Customer is given sole authority to defend or settle the claim.
14. Force Majeure
14.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by any event outside its reasonable control (a “Force Majeure Event”).
14.2 The party claiming the Force Majeure Event shall promptly notify the other in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
15.1 All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent by fax or pre-paid registered post (or registered air-mail in the case of an address for service outside the United Kingdom) to the addressee at the address set out opposite its name in the Subscription Package or such other address as either party may notify to the other for this purpose from time to time.
15.2 Any notice shall be deemed to have been duly served:-
- if delivered by hand, on delivery;
- if sent by pre-paid registered mail, two working days after posting; or
- if sent by registered air-mail, five working days after posting
and in proving the service of any notice it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post. For the avoidance of doubt, notice given under this Agreement shall be validly served if sent by e-mail.
16. Dispute Resolution
16.1 If any dispute arises in connection with this Agreement, a director or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
16.2 If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ('ADR notice') to the other party to the dispute, referring the dispute to mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice.
16.3 No party may commence any court proceedings/arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
17.1 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Licence does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
17.2 If any term of this Licence is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Licence and shall in no way affect the legality, validity or enforceability of the remaining terms.
17.3 This Agreement comprises the Subscription Package and these terms and contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in this Agreement.
17.4 The parties shall, at the requesting party's reasonable expense, do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.
17.5 No variations shall be made to the Services or this Agreement without the prior written consent of both parties. Where any changes are requested, SkillsMap shall be entitled to revise any agreed fees to take into account the consequences of any such proposed change.
18. Law and Jurisdiction
18.1 This Licence shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising between them.