Service Specific Terms

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 Learning Management System (LMS) or a third-party SCORM-compliant Learning Management Systems (3rd Party LMS).

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, DORA, Preventing Sexual Harassment, Failure to Prevent Fraud, Cybersecurity, Health & Safety and other Courses as updated from time to time on the Skillcast website.

1.3. The Fees charged for the Course Library Service are based on the greater of:

1. the number of Users set out in the Customer’s Subscription Plan; or
2. 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, 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 original 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 Ecommerce Plan can only access Skillcast’s original versions of the Courses and cannot make copies or modify the Courses.

1.8. Customers with Standard, Enhanced or Premium Plans can (i) use Skillcast’s original versions, which cannot be edited by the Customer and are updated from time to time by Skillcast, or (ii) make copies of Skillcast’s original versions of the Courses, which can be edited by the Customer (here in referred to as ‘Editable versions’) by amending the text and replacing the images in the Courses before providing them to Users. Skillcast will provide Product Documentation and 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 Skillcast’s original versions of the Courses by Skillcast will not be reflected in the Editable versions made by the Customer. The Customer is solely responsible for transferring such updates from Skillcast’s original versions of the relevant Courses to their Editable versions 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.

1.10. Customers with Enhanced or Premium Plans shall have access to the FastTrack versions of the Courses where available.

1.11 Customers who choose to deliver the Courses from a 3^rd party LMS can select the Remote Lite, Remote Regular or Remote Max Plans. Where the Customer does not choose one of these plans, the Remote Lite Plan shall apply. The provision of the Courses on the 3^rd party LMS shall be governed by Section 11 which is the Skillcast Remote Services (SRS) of the Service Specific terms.

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:
i. the number of Users set out in the Customer’s Subscription Plan; or
ii. 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, Enhanced 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:

i. Customers with a Standard Plan or an Enhanced 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.

ii. 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 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 Standard, Enhanced or Premium Plan shall be entitled to create modules using the course authoring functionality on the LMS and deliver the e-learning modules to their Users during the respective Contract Year. Skillcast shall provide the Product Documentation and 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:

i. Access to the LMS Service shall terminate at the end of the applicable Term.

ii. 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.

iii. After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the LMS.

2.9. Customers with an Enhanced or a Premium Plan shall have the ability to implement Diagnostic Assignments to automatically assign training to users based on their performance on an online assessment. The creation, setup and delivery of the assessments may incur a one-time professional services charge.

2.10. Customers with an Enhanced or Premium Plan shall have the ability to implement Question of the Day, which sends questions from one or more question banks to Users.

2.11. Customers with an Enhanced or Premium Plan shall have the ability to obtain and insert direct links to courses, policies and other activities on the portal on their intranet, documents and messages to implement Embedded Compliance.

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, Enhanced and Premium Plans.

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:

i. the number of Users set out in the Customer’s Subscription Plan; or

ii. 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 and Enhanced 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 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:

i. Access to the Policy Hub Service shall terminate at the end of the applicable Term.

ii. 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.

iii. 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.

4. Survey Tool

The terms in this Schedule apply to the provision of the Survey Tool feature on the Skillcast Portal.

4.1. Survey Tool means the feature on the Skillcast Portal for building, hosting, delivering, tracking and managing Surveys.

4.2. This feature can be included only with Standard, Enhanced and Premium Plans.

4.3. Survey means any online survey built and delivered on the Survey Tool.

4.4. The Fees charged for the Survey Tool Service are based on the greater of:

i. the number of Users set out in the Customer’s Subscription Plan; or

ii. 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.

4.5. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the Surveys. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the Survey Tool Service. If the number of Active Users for the Survey Tool 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 stated for the Survey Tool in the Subscription Plan in force at the start of the applicable Contract Year.

4.6. Skillcast shall provide access to Product Documentation for the operation of the Survey Tool to all Users and Customer administrators.

4.7. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer's administrators in all aspects of the Survey Tool set-up and administration, including user management, Survey assignments, email communications and management information, but excluding creating or editing Surveys.

4.8. Customers shall have access to all readymade Surveys provided by Skillcast on the Skillcast Portal. Skillcast shall provide the Product Documentation and online training on editing text and images in the Surveys on the Skillcast Portal. Customers should be aware that editing the workflow logic in Surveys may need an experienced developer. Additional charges will apply if the Customer requires assistance from Skillcast to edit the Surveys.

4.9. If the Customer wishes to develop a custom Survey that is not included in the readymade Surveys provided by Skillcast, they will need to retain Skillcast for the development work under a separate agreement, and additional charges will apply.

4.10. In the event that the Customer chooses not to renew the Survey Tool Service:

i. Access to the Survey Tool Service shall terminate at the end of the applicable Term.

ii. It is the Customer's responsibility to download all content and User records following the termination of the Survey Tool 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 Survey Tool Service for up to 30 days after the end of the applicable Term.

iii. After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the Survey Tool Service.

5. Declaration Tool

The terms in this Schedule apply to the provision of the Declaration Tool feature on the Skillcast Portal.

5.1. Declaration Tool means the feature on the Skillcast Portal for building, hosting, delivering, tracking and managing Declarations.

5.2. This feature can be included only with Standard, Enhanced and Premium Plans.

5.3. Declaration means any online declaration or disclosure built and delivered on the Declaration Tool.

5.4. The Fees charged for the Declaration Tool Service are based on the greater of

i. the number of Users set out in the Customer’s Subscription Plan; or
ii. the number of Active Users, which for the purpose of this Schedule, means Users who have accessed any Declaration within the applicable Contract Year. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.

5.5. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the Declaration Tool Service. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the Declaration Tool Service. If the number of Active Users for the Declaration Tool 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 stated for the Declaration Tool in the Subscription Plan in force at the start of the applicable Contract Year.

5.6. Skillcast shall provide access to Product Documentation for the operation of the Declaration Tool to all Users and Customer administrators.

5.7. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer administrators in all aspects of the Declaration Tool set-up and administration, including user management, Declaration assignments, email communications and management information.

5.8. Customers shall have access to all readymade Declarations provided by Skillcast on the Skillcast Portal. Skillcast shall provide the Product Documentation and online training on editing text and images in the Declarations on the Skillcast Portal. Customers should be aware that editing the workflow logic in Declarations may need an experienced developer. Additional charges will apply if the Customer requires assistance from Skillcast to edit the Declarations.

5.9. If the Customer wishes to develop a custom Declaration that is not included in the readymade Declarations provided by Skillcast, they will need to retain Skillcast for the development work under a separate agreement, and additional charges will apply.

5.10. In the event that the Customer chooses not to renew the Declaration Tool Service:

i. Access to the Declaration Tool Service shall terminate at the end of the applicable Term.

ii. It is the Customer's responsibility to download all content and User records following the termination of the Declaration Tool 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 Declaration Tool Service for up to 30 days after the end of the applicable Term.

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, Enhanced and Premium Plans.

6.3. The Fees charged for the Register Service are based on the greater of:

i. the number of Users set out in the Customer’s Subscription Plan; or
ii. 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 implement the standard Register set-up and to train and support the Customer administrators in all aspects of the Register administration. Additional charges will apply if the customer requires a non-standard Register set-up.

6.7. In the event that the Customer chooses not to renew its subscription to the Register:

i. Access to the Register shall terminate at the end of the applicable Term.

ii. 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.

iii. 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, Enhanced and Premium Plans.

7.3. The Fees charged for the Training 360 Service are based on the greater of:

i. the number of Users set out in the Customer’s Subscription Plan; or

ii. 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 implement the standard Training 360 set-up and to train and support the Customer administrators in all aspects of Training 360 and administration. Additional charges will apply if the Customer requires a non-standard Training 360 set-up.

7.7. In the event that the Customer chooses not to renew its subscription to Training 360:
i. Access to Training 360 shall terminate at the end of the applicable Term.

ii. 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.

iii. 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, Enhanced and Premium Plans.

8.3. The Fees charged for the EMS are based on the greater of:

i. the number of Users set out in the Customer’s Subscription Plan; or

ii. 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 implement the standard EMS set-up and 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 a non-standard EMS set-up or 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:

i. Access to the EMS shall terminate at the end of the applicable Term.

ii. 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.

iii. 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, Enhanced and Premium Plans.

9.3. The Fees charged for the SMCR Core Registers are based on the greater of:

i. the number of Users set out in the Customer’s Subscription Plan; or

ii. 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:

i. Access to SMCR Core Registers shall terminate at the end of the applicable Term.

ii. 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.

iii. 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. 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 images in the Courses for the duration of the Course License, or for a period of two years if the Course License is perpetual. Skillcast will provide Product Documentation and online training on editing Courses. 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 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 the requirements of this clause.

10.8 Skillcast shall monitor the utilisation of the Courses to ensure compliance with the Subscription Plan.

11. Skillcast Remote Services (SRS)

The terms in this Schedule apply to the provision of the Remote Services feature on the Skillcast LMS, under Section 1 Course Library of the Service Specific terms, and any bespoke e-learning modules built on the Skillcast LMS and delivered on third-party SCORM-compliant Learning Management Systems (3rd party LMS).

11.1. SRS means the feature on the Skillcast LMS for tracking and reporting on e-learning modules that are created, hosted and tracked on the Skillcast LMS but delivered from the 3rd party LMS.

11.2. The Fees charged for the SRS Service are based on the greater of:

1. the number of Users set out in the Customer’s Subscription Plan; or
2. the number of Active Users, which for the purpose of this Schedule, means Users who have accessed the SRS within the applicable Contract Year.
3. The number of Users in respect of any Renewal Term will be as described in the Terms of Service.

11.3. The number of Active Users resets to zero at the start of each applicable Contract Year and increases as more Users access the SRS. The number of Active Users will not decrease during the applicable Contract Year, even if Users are archived or otherwise stop accessing the SRS. If the number of Active Users for the SRS 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 SRS stated in the Subscription Plan in force at the start of the applicable Contract Year.

11.4. Customers can (i) use Skillcast’s original versions, which cannot be edited by the Customer and are updated from time to time by Skillcast, or (ii) make copies of Skillcast’s original versions of the Courses, which can be edited by the Customer (here in referred to as ‘Editable versions’) by amending the text and replacing the images in the Courses before providing them to Users. Skillcast will provide Product Documentation and 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 Skillcast’s original versions of the Courses by Skillcast will not be reflected in the Editable versions made by the Customer. The Customer is solely responsible for transferring such updates from Skillcast’s original versions of the relevant Courses to their Editable versions from time to time.

11.5. Skillcast shall provide access to Product Documentation for the operation of the SRS to all Customer administrators.

11.6. Skillcast shall designate a Customer Success Manager to all Customers to train and support the Customer's administrators to set-up and administer SRS on Skillcast’s LMS and integrate with the 3^rd Party LMS. This support excludes integrating with any tool, software or non-SCORM-compliant learning management system, HR systems and, or creating or editing e-learning modules, which are covered under Course Library Services or otherwise under separate agreement.

11.7 From 1st July 2025, Skillcast shall provide the Courses in the form of a Remote SCORM package, whereby Skillcast hosts the content. However, the Customer may, with written notice, request the Courses to be provided in the form of Deployed SCORM package, whereby the course ZIP file includes the entire content of the course.

11.8 The Customer will be solely responsible for correctly uploading the SCORM packages on their LMS. Skillcast provides the SCORM packages in SCORM 1.2 and SCORM 2004 protocols only and does not warrant that they will work on the 3^rd Party LMS. Additional charges may apply if Skillcast is required to make changes to the SCORM packages to work with the 3^rd Party LMS.

11.9. Depending on the Subscription Plan chosen, the Customer can access Aida within the Courses on the 3^rd Party LMS. The Customer can also access dashboard reports and analytics on the Skillcast LMS and implement integration between the Skillcast LMS and the 3^rd Party LMS or HR system. Skillcast will use reasonable endeavours to assist with integrating the Skillcast LMS with the Customer's LMS or HR system.

11.10. In addition to any Courses from the Skillcast Course Libraries, Customers may upload and deliver a limited number of e-learning modules created on the Skillcast LMS as permitted by the Subscription Plan.

11.11. Customers with the required permission in the Subscription Plan shall be entitled to create using the course authoring functionality on the Skillcast LMS and deliver the specified number of e-learning modules during each Contract Year. Skillcast shall provide the Product Documentation on developing e-learning modules on the Skillcast 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.

11.12. In the event that the Customer chooses not to renew the SRS Service:

1. Access to the SRS Service shall terminate at the end of the applicable Term.
2. It is the Customer's responsibility to download all content and User records following the termination of the SRS 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 SRS for up to 30 days after the end of the applicable Term
3. After this period, Skillcast will permanently delete all e-learning modules, content (courses, policies, surveys, as applicable) and User records on the SRS. 

12. AI Services

The terms in this Schedule apply to the provision of the A I Services featured on the Skillcast Portal. Capitalised terms not defined in this Schedule have the meaning given in the Terms. In the event of any conflict between this Schedule and the other parts of the Terms in respect of the AI Services, this Schedule prevails to the extent of the conflict.

12.1 Definitions

For the purposes of this Schedule:

"AI Act" means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended from time to time, including amendments adopted under the Digital Omnibus on AI.

"AI Credit" means Quota Credits and Top-Up Credits (together, "Credits"), being units to measure and charge for Customer's consumption of the AI Services, as further described in the Table 12.2 below.
 
"AI Output" means any text, content, summary, recommendation, prompt response or other material generated, produced or returned by an AI Service, whether based on Customer Inputs, Skillcast Content or the Underlying Model.

"AI Services" means the artificial intelligence functionalities made available by Skillcast as part of the Service, including (i) Ask Aida, the AI assistant for answering compliance questions and recommending courses; (ii) Edit with Aida, the AI Customisation Assistant for course tailoring; (iii) Conversational Learning, the AI enabled interaction with users within e-learning courses; and (iv) any other AI functionality identified as an AI Service in Table 12.1 in this Schedule from time to time.

"AI System" has the meaning given in Article 3(1) of the AI Act.

“Azure OpenAI Service” means the Microsoft Azure OpenAI Service operated by Microsoft Corporation and its affiliates, through which Skillcast accesses the Underlying Model.

"Customer Input" means any prompt, instruction, document, policy or other material submitted by the Customer or its Users to an AI Service for processing.

"Deployer" has the meaning given in Article 3(4) of the AI Act.

"GPAI Model" means a general-purpose AI model within the meaning of Article 3(63) of the AI Act.

"Intended Purpose" has the meaning given in Article 3(12) of the AI Act.

"Permitted Purpose" has the meaning given in Clause 12.4.1.

"Prohibited Purpose" has the meaning given in Clause 12.4.2.

"Provider" has the meaning given in Article 3(3) of the AI Act.

"Substantial Modification" has the meaning given in Article 3(23) of the AI Act.

"Underlying Model" means the third-party GPAI Model accessed by Skillcast through the Azure OpenAI Service, as identified in Clause 12.5.1 and Table 12.1, and as may be updated from time to time.

12.2. Scope and AI Services Covered
12.2.1. This Schedule applies to all AI Services made available to the Customer on the Terms. The specific AI Services included in the Customer's Subscription Plan are identified in Table 12.1 below.
12.2.2. Skillcast may add new AI Services, update the functionality of existing AI Services, or discontinue AI Services in accordance with Clause 12.2.3 of the Terms, provided that any material change to the AI Services available to the Customer shall be notified in advance.
12.2.3. The AI Services are designed for use in connection with the Skillcast Portal, as a limited-risk AI System within the meaning of the AI Act. They are not designed, tested or intended for any of the use cases set out in Clause 12.4.2 of this Schedule.

12.3. Roles under the AI Act
12.3.1. The Parties acknowledge and agree that, for the purposes of the AI Act:
(a) Skillcast acts as Provider of the AI Services placed on the Union market under its name;
(b) the Customer acts as Deployer of the AI Services to the extent it uses the AI Services under its own authority for its internal business purposes; and
(c) the provider of the Underlying Model (as identified in Clause 12.5.1) is the upstream GPAI Model provider within the meaning of Article 3(63) of the AI Act.
12.3.2. Each Party shall comply with the obligations applicable to its role under the AI Act. Without limiting the generality of the foregoing, Skillcast shall comply with the provider obligations applicable to the AI Services, and the Customer shall comply with the deployer obligations applicable to its use of the AI Services.
12.3.3. Article 25 of the AI Act sets out the circumstances in which an operator other than the original provider may assume provider obligations, including where it (a) puts its name or trademark on a high-risk AI System already placed on the market, (b) makes a Substantial Modification to a high-risk AI System that remains high-risk, or (c) modifies the Intended Purpose of an AI System (including a general-purpose AI system) in such a way that it becomes a high-risk AI System. The Customer acknowledges that the occurrence of any of the circumstances described in this Clause 12.3.3 in respect of the AI Services may result in the Customer being treated as the Provider of the modified AI System under the AI Act, with corresponding obligations.
12.3.4. The Customer shall not, without Skillcast's prior written consent, take any action that would trigger the application of Article 25 of the AI Act in respect of the AI Services.

12.4. Permitted and Prohibited Purposes
12.4.1. Permitted Purpose. The AI Services are licensed solely for the Customer's internal compliance training, learning and development, and related corporate education activities, in each case as a limited-risk AI System within the meaning of the AI Act (the "Permitted Purpose").
12.4.2. Prohibited Purpose. The Customer shall not use, and shall not permit any User or third party to use, the AI Services for, or in connection with, any of the following purposes (each a "Prohibited Purpose"):
(a) determining access to, admission to, or assignment of natural persons to educational or vocational training institutions at any level, within the meaning of Annex III, paragraph 3(a) of the AI Act;
(b) evaluating learning outcomes of natural persons, including where such evaluation is intended to steer the learning process, within the meaning of Annex III, paragraph 3(b) of the AI Act;
(c) assessing the appropriate level of education that an individual will receive or be able to access, within the meaning of Annex III, paragraph 3(c) of the AI Act;
(d) monitoring or detecting prohibited behaviour of students during tests, within the meaning of Annex III, paragraph 3(d) of the AI Act;
(e) recruitment or selection of natural persons, including the placing of targeted job advertisements, screening or filtering applications, or evaluating candidates, within the meaning of Annex III, paragraph 4(a) of the AI Act;
(f) making decisions affecting the terms of work-related relationships, the promotion or termination of work-related contractual relationships, the allocation of tasks based on individual behaviour or personal traits or characteristics, or the monitoring or evaluation of the performance and behaviour of persons in such relationships, within the meaning of Annex III, paragraph 4(b) of the AI Act;
(g) any other use case listed in Annex III of the AI Act; or
(h) any AI practice prohibited under Article 5 of the AI Act.
12.4.3. The Customer acknowledges that any use of the AI Services for a Prohibited Purpose may (i) constitute a Substantial Modification or change of Intended Purpose triggering Article 25 of the AI Act, (ii) result in the Customer being treated as the Provider of a high-risk AI System under the AI Act, and (iii) result in the Customer assuming all corresponding obligations under Chapter III of the AI Act, including those applicable to high-risk AI Systems. Skillcast does not warrant, and shall have no liability for, the suitability of the AI Services for any Prohibited Purpose.
12.4.4. The Customer acknowledges that contractual restriction of Prohibited Purposes evidences intent and supports the limited-risk positioning of the AI Services, but does not by itself prevent regulatory requalification of the AI Services where the Customer's actual use falls within Annex III of the AI Act. The Customer shall therefore use the AI Services in a manner consistent with the Permitted Purpose and shall not engage in any course of conduct that, individually or cumulatively, would result in the AI Services being used for a Prohibited Purpose.

12.5. Underlying Model and Sub-Processors
12.5.1. The AI Services are powered by the Underlying Model identified in Table 12.1 below, accessed by Skillcast through the Azure OpenAI Service provided by Microsoft. Skillcast may update the Underlying Model from time to time, including by moving to a more recent version made available through the Azure OpenAI Service, in which case Skillcast shall update Table 12.1 and shall notify the Customer of any such update that materially changes the functionality of the AI Services.
12.5.2. The Customer acknowledges and consents to the engagement of the sub-processors identified in the Data Processing Addendum (the DPA), including Microsoft Corporation as the operator of the Azure OpenAI Service through which the Underlying Model is accessed. The DPA sets out the additional terms applicable to such sub-processing.
12.5.3. Skillcast confirms that, on the basis of its current contractual arrangements with Microsoft under the Azure OpenAI Service, (a) Customer Inputs and AI Outputs are processed within the Skillcast Azure environment and are not accessible to OpenAI or to any services operated by OpenAI, (b) Customer Inputs and AI Outputs are not used by Microsoft or OpenAI to train, retrain, fine-tune or otherwise improve any foundation models without Skillcast's explicit permission or instruction, (c) Customer Inputs and AI Outputs are not shared with third parties without Skillcast's permission or instruction, save as necessary for the operation of the Azure OpenAI Service or as required by law, and (d) the processing of Customer Inputs and AI Outputs takes place in accordance with the technical and organisational measures set out in the DPA. The Parties acknowledge that Microsoft may operate an abuse monitoring function in respect of the Azure OpenAI Service, under which a subset of prompts and completions may be temporarily retained for the purpose of detecting misuse. Skillcast shall configure the abuse monitoring settings in a manner consistent with the sensitivity of the Customer Inputs and the terms of the DPA.
12.5.4. Skillcast shall use reasonable endeavours to obtain, from Microsoft as the Azure OpenAI Service provider, the publicly available documentation and information referred to in Article 53(1) of the AI Act, to the extent reasonably necessary for the Customer to comply with its obligations under the AI Act, and shall make such information available to the Customer on reasonable written request. If Microsoft or the upstream provider of the Underlying Model fails or refuses to provide such documentation within a reasonable timeframe, Skillcast shall notify the Customer and shall cooperate in good faith to identify alternative means of satisfying the Customer's documentation needs. Such failure or refusal shall not constitute a default of Skillcast under this Schedule.

12.6. Customer Inputs and AI Outputs
12.6.1. Customer Inputs. The Customer is solely responsible for the Customer Inputs, including for ensuring that the Customer has all rights, consents and authorisations necessary to submit the Customer Inputs to the AI Services and for the AI Services to process them. The Customer shall not submit any Customer Input that:
(a) infringes the Intellectual Property Rights of any third party; (b) contains personal data of categories referred to in Article 9 of Regulation (EU) 2016/679 unless the Customer has a valid lawful basis for processing such data through the AI Services; (c) contains content prohibited under Clause 4 of the Terms; or (d) is otherwise unlawful.
12.6.2. AI Outputs. Skillcast does not monitor AI Outputs and makes no representation, warranty or guarantee as to the accuracy, completeness, suitability or fitness for purpose of any AI Output. AI Outputs may contain errors, inaccuracies, omissions, biases, inconsistencies or misinterpretations, and may not reflect the most current legal, regulatory or technical position on any subject.
12.6.3. Human Review. The Customer shall apply meaningful human review to every AI Output before any decision is taken, any action is performed, or any content is published on the basis of the AI Output. The Customer acknowledges that the AI Services are designed to operate with explicit Customer review and approval of suggested changes, and that the Customer's compliance officers or other suitably qualified personnel are responsible for assuming editorial responsibility for any AI Output adopted by the Customer.
12.6.4. Ownership. Subject to Clause 12.6.5, AI Outputs generated specifically in response to Customer Inputs shall be deemed Customer Data for the purposes of the Terms, and the allocation of Intellectual Property Rights set out in Clause 8 of the Terms shall apply.
12.6.5. Skillcast retains all Intellectual Property Rights in the underlying Service, the AI Services, the prompt templates, libraries, system instructions and architectural structures used by Skillcast to operate the AI Services, and any improvements thereto. For the avoidance of doubt, Skillcast claims no Intellectual Property Rights in the Customer Inputs themselves. No transfer of rights in the Underlying Model is made under this Schedule.
12.6.6. Translations. Where an AI Service is used to assist with translation, any translation generated by the AI Service is provided in English only unless otherwise expressly agreed by Skillcast in writing. The Customer is responsible for reviewing and approving any translated content before use or publication, and Skillcast does not warrant that any translation in any other language will be accurate, complete or suitable for the Customer’s intended purpose.


12.7. Transparency
12.7.1. The AI Services include user-facing indicators that the user is interacting with an AI System, in accordance with Article 50(1) of the AI Act, to the extent that the AI nature of the interaction is not already obvious from the point of view of a natural person who is reasonably well-informed, observant and circumspect, taking into account the circumstances and context of use. The Customer shall not remove, conceal, alter or override such indicators.
12.7.2. Where AI Outputs constitute synthetic content within the meaning of Article 50(2) of the AI Act, Skillcast shall mark such AI Outputs in a machine-readable format and as detectable as artificially generated or manipulated, in accordance with applicable Commission guidance and any implementing acts or codes of practice adopted under Article 50(7) of the AI Act. The Parties further acknowledge that Article 50(2) does not apply to the extent the AI Services perform an assistive function for standard editing or do not substantially alter the input data provided by the Customer or the semantics thereof. This Schedule is intended to cover both scenarios and, accordingly, Skillcast shall assess on an ongoing basis, in light of the actual functionality of each AI Service and evolving Commission guidance, whether AI Outputs generated by that AI Service fall within the scope of the marking obligation or benefit from the assistive editing exception.
12.7.3. The Customer is responsible for any deployer-side transparency obligations applicable to its use of the AI Services under Article 50 of the AI Act. In particular, where the Customer publishes AI-generated text on matters of public interest within the meaning of Article 50(4) of the AI Act, the Customer shall comply with the disclosure obligation set out in that provision. The Parties acknowledge that the exception for content that has undergone a process of human review or editorial control, where a natural or legal person holds editorial responsibility, may be available to the Customer in respect of compliance training content adopted following meaningful human review under Clause 12.6.3.
12.7.4. The AI Services do not perform emotion recognition or biometric categorisation within the meaning of Article 50(3) of the AI Act. Accordingly, the obligation set out in Article 50(3) does not apply to the AI Services.

12.8. AI Literacy
12.8.1. Skillcast shall take measures to ensure, to its best extent, a sufficient level of AI literacy among its staff and other persons dealing with the operation and use of the AI Services on its behalf, in accordance with Article 4 of the AI Act.
12.8.2. The Customer acknowledges that, as Deployer, it has a corresponding obligation under Article 4 of the AI Act in respect of its own staff and other persons dealing with the operation and use of the AI Services on the Customer's behalf.
12.8.3. Skillcast shall make available to the Customer a written description of the intended purpose, key capabilities and known limitations of the AI Services, to support the Customer in discharging its obligations under Article 4 of the AI Act. Skillcast may, but is not obliged to, offer further AI literacy materials as an additional service.

12.9. Human Oversight and Customer Responsibilities
12.9.1. The Customer shall ensure that any individual operating the AI Services on the Customer's behalf has the necessary competence, training and authority to do so, to interpret the AI Outputs, and to exercise the human review required under Clause 12.6.3.
12.9.2. The Customer shall use the AI Services in accordance with this Schedule, the Terms, the Product Documentation and any reasonable instructions issued by Skillcast.
12.9.3. The Customer shall promptly notify Skillcast of any serious incident or malfunctioning of the AI Services that comes to the Customer's attention and that may give rise to obligations under the AI Act or other applicable law.

12.10. Regulatory Cooperation
12.10.1. Each Party shall cooperate reasonably with the other to support compliance with the AI Act in respect of the AI Services. Such cooperation shall include the timely exchange of information reasonably necessary to enable each Party to discharge its obligations under the AI Act, subject to applicable confidentiality and data protection requirements.
12.10.2. Each Party shall notify the other Party without undue delay of:
(a) any communication received from a competent authority concerning the AI Services that may give rise to obligations on the other Party;
(b) any serious incident within the meaning of Article 3(49) of the AI Act involving the AI Services that becomes known to that Party;
(c) any material change in regulatory expectations or guidance that may require updates to the AI Services or to this Schedule.
12.10.3. Skillcast shall make available to the Customer, upon reasonable written request, the documentation reasonably necessary for the Customer to evidence compliance with its own obligations under the AI Act as Deployer of the AI Services. The scope of such documentation shall be proportionate to the Customer's actual obligations and shall not extend to Skillcast's confidential or commercially sensitive information beyond what is reasonably necessary.

12.11. Warranties, Disclaimers and Acknowledgements
12.11.1. The warranties given by Skillcast in Clause 6 of the Terms apply to the AI Services subject to the additional disclaimers in this Clause 12.11.
12.11.2. Without prejudice to Clause 12.6.2 of this Schedule:
(a) Skillcast does not warrant that AI Outputs will be free from errors, biases or inaccuracies;
(b) Skillcast does not warrant that AI Outputs will be suitable for, or compliant with, the Customer's specific legal, regulatory, professional or operational requirements;
(c) Skillcast does not warrant the continuous availability of any specific Underlying Model or any specific capability of the AI Services;
(d) the AI Services are not intended to provide, and shall not be relied upon as, legal, regulatory, financial, medical or other professional advice.
12.11.3. The Customer acknowledges that the legal and regulatory framework applicable to AI is evolving, including in relation to the AI Act, the Digital Omnibus on AI, Commission guidelines and codes of practice on transparency and on marking of AI-generated content, and that Skillcast's obligations and the design of the AI Services may need to be updated from time to time to reflect such developments.

12.12. Liability and Indemnification
12.12.1. Clauses 11 and 12 of the Terms apply to the AI Services, subject to the additional terms in this Clause 12.12.
12.12.2. To the extent permitted by applicable law, Skillcast shall have no liability for:
(a) any decision, action or omission of the Customer taken on the basis of an AI Output;
(b) any inaccuracy, error, bias or omission in an AI Output that human review would reasonably have been expected to detect;
(c) any use of the AI Services for a Prohibited Purpose;
(d) any consequence arising from the Customer's failure to comply with its obligations under this Schedule, the Terms, or applicable law, including the AI Act.
12.12.3. The Customer shall defend, indemnify and hold harmless Skillcast against any claim made by an unaffiliated third party arising out of or in connection with (i) any use of the AI Services for a Prohibited Purpose, or (ii) any breach by the Customer of its obligations under this Schedule. The procedural requirements set out in Clause 11.3 of the Terms apply mutatis mutandis to this Clause 12.12.3.
12.12.4. Intellectual Property Indemnity for AI Outputs. Skillcast shall defend the Customer against, and shall indemnify the Customer in respect of, any third-party claim that an AI Output, when used by the Customer strictly within the Permitted Purpose, directly infringes the Intellectual Property Rights of that third party (an AI IP Claim), subject to all of the following conditions, (a) the Customer has used the AI Services strictly within the Permitted Purpose and has not used the AI Services for any Prohibited Purpose, (b) the Customer has not modified the AI Output in a manner that contributes to the alleged infringement, (c) the Customer has not used the AI Output in circumstances where the Customer knew or should have known that the AI Output was likely to infringe the rights of a third party, (d) the AI IP Claim does not arise from Customer Inputs, (e) the AI IP Claim does not relate to trademark or trade mark rights, (f) the Customer has complied with the procedural requirements set out in Clause 11.3 of the Terms, and (g) Skillcast's aggregate liability under this Clause 12.12.4 shall not exceed the cap set out in Clause 12.3 of the Terms. For the avoidance of doubt, this Clause 12.12.4 sets out the Customer's sole and exclusive remedy, and Skillcast's entire obligation and liability, in respect of any claim that an AI Output infringes a third party's Intellectual Property Rights. The exclusions set out in Clause 11.5 of the Terms shall apply mutatis mutandis to this Clause 12.12.4.

12.13. Term, Modification and Conflict
12.13.1. This Schedule remains in force for as long as the Customer subscribes to any AI Service under the Terms.
12.13.2. Skillcast may update this Schedule from time to time to reflect (i) changes to the AI Services, (ii) changes to the Underlying Model or sub-processors, (iii) changes in applicable law, regulatory guidance or codes of practice, including in particular the final adoption of the Digital Omnibus on AI, the Commission Guidelines on Article 50, and the Code of Practice on Marking and Labelling of AI-Generated Content, or (iv) changes in industry standard practice. Material updates affecting the Customer's obligations under this Schedule shall be notified to the Customer with reasonable advance notice.
12.13.3. In the event of any conflict between this Schedule and the Terms in respect of the AI Services, this Schedule prevails. In the event of any conflict between this Schedule and the DPA in respect of data processing matters relating to the AI Services, the DPA prevails.
12.13.4. Termination of the Customer's subscription to the AI Services shall not affect the Customer's other rights under the Terms. Termination of the Terms shall automatically terminate this Schedule.

Table 12.1 Description of AI services

Table 12.2 AI Credit Quota and Costs

AI Credits

a) Types of Credit: AI Credits comprise: (a) Quota Credits, being Credits included as part of the Customer's subscription at no additional charge; and (b) Top-Up Credits, being Credits purchased separately by the Customer.

b) Consumption: Each use of an AI Service deducts a number of Credits as set out in the then-current pricing schedule, which may vary between features. Quota Credits shall be consumed before Top-Up Credits.

c)Expiry: Quota Credits expire at the end of each Contract Year and do not roll over. Top-Up Credits do not expire and roll over between Contract Years for as long as the Agreement remains in force.

d) Rate Changes: The Supplier may vary the number of Credits required to use any AI Service from time to time, on reasonable notice to the Customer.

e) No Refunds: Credit are non-refundable and non-exchangeable for cash under any circumstances.

f) No Monetary Value / Non-Transferable: Credits have no monetary value, are not a form of currency or deposit, and may not be sold, transferred, or assigned to any third party or between Customer accounts.