1. Course Library
The terms in this Schedule apply to the provision of any standalone Course or Course Library (together "Courses") on the Skillcast Portal.
- 1.1. Course means any readymade e-learning content module of any length offered by Skillcast for delivery using the LMS feature of the Skillcast Portal.
- 1.2. Course Library means a collection of Courses, currently Essentials, FCA Compliance, Insurance Compliance, Risk Management, Global Compliance, Global Risk and Compliance Bites.
- 1.3. The Fees charged for the Course Library Service are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Active Users, which for the purpose of this Schedule, means Users who have accessed the relevant Courses within the applicable Contract Year.
- 1.4. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the Courses. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the Courses. If the number of Active Users for a Content Library Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer in full for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for the Course Library Service stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 1.5. Skillcast makes no representation, warranty or guarantees as to the suitability of the Courses for meeting the Customer's expectations, requirements or legal or regulatory obligations. The Customer is solely responsible for reviewing the Courses to ensure they are fit for purpose before delivering them to Users.
- 1.6. Skillcast shall take reasonable steps to ensure the material accuracy and completeness of the master version of the Courses it maintains and update them from time to time to reflect any material changes in legislation or regulations.
- 1.7. Customers with Basic Plan can only access the master versions of the Courses and cannot make copies or modify the Courses.
- 1.8. Customers with Standard or Premium Plans can make copies of the master version of the Courses and edit text and replace images in the Courses before providing them to Users. Skillcast will provide Product Documentation and up to one hour of free online training in each Contract Year on editing Courses if requested. In the event that the Customer requires assistance from Skillcast to edit e-learning modules, this will be subject to a separate agreement and additional charges will apply. Any further updates made to the master versions of the Courses by Skillcast will not be reflected in the copies made by the Customer. The Customer is solely responsible for transferring such updates from the master versions of the Courses to their version from time to time.
- 1.9. In the event that the Customer chooses not to renew the Course Library Service, Skillcast will delete all Courses customised by the Customer 30 days after the end of the applicable Term.
2. Learning Management System (LMS)
The terms in this Schedule apply to the provision of the LMS feature on the Skillcast Portal.
- 2.1. LMS means the feature on the Skillcast Portal for building, hosting, delivering, tracking and managing e-learning modules.
- 2.2. The Fees charged for the LMS Service are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Active Users, which for the purpose of this Schedule, means Users who have accessed the LMS within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.
- 2.3. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the LMS. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the LMS. If the number of Active Users for the LMS Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for the LMS stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 2.4. Skillcast shall provide access to Product Documentation for the operation of the LMS to all Users and Customer administrators that is appropriate for their Subscription Plan.
- 2.5. Skillcast shall designate a Customer Success Manager to all Customers with Standard Plan or Premium Plan to train and support the Customer's administrators in all aspects of the LMS set-up and administration, including portal configuration, user management, e-learning assignments, email communications and management information, but excluding creating or editing e-learning modules, which are covered under Course Library Services or otherwise under separate agreement.
- 2.6. In addition to any Courses from the Skillcast Course Libraries:
- Customers with a Standard Plan may upload and deliver to the Users on the LMS up to 50 SCORM-compliant third-party e-learning modules in any Contract Year.
- Customers with a Premium Plan may upload and deliver to the Users on the LMS up to 100 SCORM-compliant third-party e-learning modules in any Contract Year.
Skillcast shall provide the Product Documentation and up to one hour of free in-person online training on uploading third-party e-learning modules. Customers shall be responsible for ensuring the third-party e-learning modules are SCORM compatible by testing them on the SCORM Cloud website. Additional charges may apply if the Customer requires assistance from Skillcast to test or upload the third-party e-learning modules.
- 2.7. Customers with a Premium Plan shall be entitled to create using the course authoring functionality on the LMS and deliver to Users up to 10 e-learning modules during each Contract Year. Skillcast shall provide the Product Documentation and up to two hours of free in-person online training on developing e-learning modules on the LMS. If the Customer requires assistance from Skillcast to develop e-learning modules, this will be subject to a separate agreement, and additional charges will apply.
- 2.8. In the event that the Customer chooses not to renew the LMS Service:
- Access to the LMS Service shall terminate at the end of the applicable Term.
- It is the Customer's responsibility to download all content and User records following the termination of the LMS Service prior to the end of the applicable Term. Where requested by the Customer, in advance, and agreed by Skillcast in writing, Skillcast will provide access to the Customer's administrators to download all User records and information uploaded by the Customer on the LMS for up to 30 days after the end of the applicable Term;
- After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the LMS.
3. Policy Hub
The terms in this Schedule apply to the provision of the Policy Hub feature on the Skillcast Portal.
- 3.1. Policy Hub means the feature on the Skillcast Portal for delivering, tracking and managing Policies and obtaining attestations from Users.
- 3.2. This feature can be included only with Standard Plan and Premium Plan.
- 3.3. Policy means any document or content item provided on the Policy Hub.
- 3.4. The Fees charged for the Policy Hub Service are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Active Users, which for the purpose of this Schedule, means Users who have accessed any Policy within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.
- 3.5. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the Policies. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the Policy Hub Service. If the number of Active Users for the Policy Hub Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for Policy Hub stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 3.6. Skillcast shall provide access to Product Documentation for the operation of the Policy Hub to all Users and Customer administrators.
- 3.7. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer's administrators in all aspects of the Policy Hub set-up and administration, including bulk Policy uploads, user management, Policy assignments, email communications and management information.
- 3.8. Customers with a Standard Plan shall be entitled to host and deliver up to 100 Policies during each Contract Year. Customers with a Premium Plan shall be entitled to host and deliver up to 200 Policies during each Contract Year. Skillcast shall provide the Product Documentation and up to one hour of free in-person online training on uploading the Policies. Additional charges will apply if the Customer requires assistance from Skillcast to upload the Policies.
- 3.9. In the event that the Customer chooses not to renew the Policy Hub Service:
- Access to the Policy Hub Service shall terminate at the end of the applicable Term.
- It is the Customer's responsibility to download all content and User records following the termination of the Policy Hub Service prior to the end of the applicable Term. Where requested by the Customer, in advance, and agreed by Skillcast in writing, Skillcast will provide access to the Customer's administrators to download all User records and information uploaded by the Customer on the Policy Hub Service for up to 30 days after the end of the applicable Term;
- After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the Policy Hub Service.
6. Registers
The terms in this Schedule apply to the provision of any Register on the Skillcast Portal.
- 6.1. The Register means any online register on the Skillcast Portal that provides form entry to Users and an approval or case management workflow to process the entries made by the Users.
- 6.2. This feature can be included only with Standard Plan and Premium Plan.
- 6.3. The Fees charged for the Register Service are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Users who have access to the Register within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.
- 6.4. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the Registers. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the Registers. If the number of Active Users for the Registers Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer in full for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for the Registers Service stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 6.5. Skillcast shall provide access to Product Documentation for the operation of the Register to all Users and Customer administrators.
- 6.6. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer administrators in all aspects of the Register set-up and administration.
- 6.7. In the event that the Customer chooses not to renew its subscription to the Register:
- Access to the Register shall terminate at the end of the applicable Term.
- It is the Customer's responsibility to download all content and User records following the termination of the Register, prior to the end of the applicable Term. Where requested by the Customer, in advance, and agreed by Skillcast in writing, Skillcast will provide access to the Customer's administrators to download all User records and information uploaded by the Customer on the Register for up to 30 days after the end of the applicable Term;
- After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the Register.
7. Training 360
The terms in this Schedule apply to the provision of the Training 360 feature on the Skillcast Portal.
- 7.1. Training 360 means an online register on the Skillcast Portal for recording and managing training activities conducted by Users and recording Continuing Professional Development (CPD) points.
- 7.2. This feature can be included only with Standard Plan and Premium Plan.
- 7.3. The Fees charged for the Training 360 Service are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Users who have access to Training 360 within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.
- 7.4. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the Training 360 Service. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the Training 360 Service. If the number of Active Users for the Training 360 Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer in full for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for the Training 360 Service stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 7.5. Skillcast shall provide access to Product Documentation for the operation of Training 360 to all Users and Customer administrators.
- 7.6. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer administrators in all aspects of the Training 360 set-up and administration.
- 7.7. In the event that the Customer chooses not to renew its subscription to Training 360:
- Access to Training 360 shall terminate at the end of the applicable Term.
- It is the Customer's responsibility to download all content and User records following the termination of Training 360 prior to the end of the applicable Term. Where requested by the Customer, in advance, and agreed by Skillcast in writing, Skillcast will provide access to the Customer's administrators to download all User records and information uploaded by the Customer on Training 360 for up to 30 days after the end of the applicable Term;
- After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on Training 360.
8. Events Management System (EMS)
The terms in this Schedule apply to the provision of the EMS feature on the Skillcast Portal.
- 8.1. EMS means the feature on the Skillcast Portal for registering and managing delegates for internal corporate events.
- 8.2. This feature can be included only with Standard Plan and Premium Plan.
- 8.3. The Fees charged for the EMS are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Users who have access to EMS within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.
- 8.4. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the EMS. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the EMS. If the number of Active Users for the EMS Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer in full for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for the EMS Service stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 8.5. Skillcast shall provide access to Product Documentation for the operation of the EMS to all Users and Customer administrators.
- 8.6. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer administrators in all aspects of the EMS set-up and administration. Customer administrators shall bear sole responsibility for adding, editing, maintaining and updating any individual events on the EMS. Additional charges will apply if the Customer requires assistance from Skillcast to add, edit, maintain or update any individual events on the EMS.
- 8.7. In the event that the Customer chooses not to renew its subscription to the EMS:
- Access to the EMS shall terminate at the end of the applicable Term.
- It is the Customer's responsibility to download all content and User records following the termination of the EMS, prior to the end of the applicable Term. Where requested by the Customer, in advance, and agreed by Skillcast in writing, Skillcast will provide access to the Customer's administrators to download all User records and information uploaded by the Customer on the EMS for up to 30 days after the end of the applicable Term;
- After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the EMS.
9. SMCR Core Registers
The terms in this Schedule apply to the use of the SMCR Core Registers feature on the Skillcast Portal.
- 9.1. SMCR Core Registers means a set of online registers for recording Senior Managers, Certification Persons and other Conduct Rule Staff and managing certain aspects of their compliance under the Financial Conduct Authority's SM&CR regime in the UK.
- 9.2. This feature can be included only with Standard Plan and Premium Plan.
- 9.3. The Fees charged for the SMCR Core Registers are based on the greater of:
- the number of Users set out in the Customer’s Subscription Plan; or
- the number of Users who have access to SMCR Core Registers within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.
- 9.4. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the SMCR Core Registers. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the SMCR Core Registers. If the number of Active Users for the SMCR Core Registers Service exceeds the number of Users that the Customer has been invoiced for in a Subscription Plan, Skillcast shall be entitled to immediately invoice the Customer in full for the additional Active Users for the full Contract Year in which that overage occurred in accordance with the Fee per User for the SMCR Core Registers Service stated in the Subscription Plan in force at the start of the applicable Contract Year.
- 9.5. Skillcast shall provide access to Product Documentation for the operation of SMCR Core Registers to all Users and Customer administrators.
- 9.6. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer administrators in all aspects of the SMCR Core Registers set-up and administration.
- 9.7. In the event that the Customer chooses not to renew its subscription to SMCR Core Registers:
- Access to SMCR Core Registers shall terminate at the end of the applicable Term.
- It is the Customer's responsibility to download all content and User records following the termination of SMCR Core Registers prior to the end of the applicable Term. Where requested by the Customer, in advance, and agreed by Skillcast in writing, Skillcast will provide access to the Customer's administrators to download all User records and information uploaded by the Customer on the SMCR Core Registers for up to 30 days after the end of the applicable Term;
- After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the SMCR Core Registers.
10. Annual Course Licence
The terms in this Schedule apply to the licencing of any standalone Course or Course Library (together "Courses") for deployment on a third-party learning management system.
- 10.1. Course means any readymade e-learning content module of any length offered by Skillcast.
- 10.2. Course Library means a collection of Courses, whether one of the pre-defined course libraries offered by Skillcast, namely Essentials, FCA Compliance, Insurance Compliance, Risk Management, Global Compliance, Global Risk and Compliance Bites, or a custom library composed of Courses drawn from these pre-defined course libraries.
- 10.3. The Fees charged for the Course Library Service are fixed for each Contract Year based on the applicable Subscription Plan, irrespective of the number of Users.
- 10.4. Skillcast shall take reasonable steps to ensure the material accuracy and completeness of the master version of the Courses it provides to the Customer and update the master version of the Courses from time to time to reflect any material changes in legislation or regulations.
- 10.5. Skillcast makes no representation, warranty or guarantees as to the suitability of the Courses for meeting the Customer's expectations, requirements or legal or regulatory obligations. The Customer is solely responsible for reviewing the Courses to ensure they are fit for purpose before delivering them to Users.
- 10.6. Customers can edit text and replace images in the Courses before deploying them on their Learning Management System. Skillcast will provide Product Documentation and up to one hour of free online training in each Contract Year on editing Courses if requested. In the event that the Customer requires assistance from Skillcast to edit e-learning modules, this will be subject to a separate agreement and additional charges will apply. Any further updates made to the master versions of the Courses by Skillcast will not be reflected in the copies made by the Customer. The Customer is solely responsible for transferring such updates from the master versions of the Courses to their version from time to time.
- 10.7. In the event that the Customer chooses not to renew the Annual Course Licence, the Customer warrants that it will cease providing access to the Courses or their contents to their Users and destroy all copies of the Courses and their contents in its possession at the end of the applicable Term. Customer shall, within 10 days of a request from Skillcast provide a written declaration, signed by a director who is authorised to contractually bind the Customer, certifying that it has complied with this requirements of this clause.