Skillcast Terms of Sale & Trial
YOUR RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THE AGREEMENT. BY CLICKING ON THE "START", "AGREE", OR SIMILAR BUTTON OR CHECKBOX WHERE THIS OPTION IS PROVIDED BY SKILLCAST, AND/OR USING THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR COMPANY OR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement governs the provision of online training ("Services") by Skillcast to the Client.
The licence purchased by the Client entitles it to provide a specified number of its employees and contractors ("Users") with access to access to specified Online Courses ("OCs") via the Skillcast Enterprise LMS ("SELMS") during the Licence Period as specified in the purchase.
Any assigned User who has accessed the OCs during the Licence Period may not be replaced by another User over the term of this Order. Any assigned User who has not accessed the OCs may be replaced by another User for the remaining Licence Period at no additional cost. If the Client wishes to assign additional Users to access the OCs during the life of this Order, the Client will confirm the purchase by email to Skillcast and shall be charged for each additional User at the same Licence Rate as the initial purchase.
The Client may NOT resell or transfer the Licence to third parties, or otherwise commercially exploit the OCs in any way other than the Client's own use, or reverse engineer or access the OCs or the SELMS in order to (i) build a competitive product or service, (ii) copy ideas, features, source code, functions, graphics, or animations of the OCs, or (iii) build a product using ideas, source code, features, functions, graphics, or animations of the OCs.
The Client may customise the OCs using facilities in the SELMS at no extra charge. The Client may develop new e-learning modules using facilities in the SELMS at no extra charge. Optionally, at an extra charge, the Client may request Skillcast to customise the OCs or develop new e-learning modules..
Intellectual Property Ownership
The Licence granted to the Client in clause 1.1 does not convey to the Client any rights of ownership in or related to the OCs or SELMS or other intellectual property rights owned by Skillcast. Skillcast alone shall own all rights, title and interest, including all related intellectual property rights, in and to the OCs, and any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party to Skillcast relating to the OCs.
Logos and Trademarks
The Client and Skillcast will retain all rights to their respective names, logos, and trademarks provided for the purpose of executing this Agreement.
Skillcast warrants that the OCs does not infringe any intellectual property right of a third party and that it will:
- Use its best endeavours to ensure that its Servers have sufficient capacity bandwidth and rate of connectivity to provide the Client with a quality of service that meets or exceeds the current standards in the e-learning industry;
- Endeavour to carry out scheduled maintenance during weekends or public holidays;
- Use its best endeavours to restore access to the OCs as soon as possible in the event of an interruption or suspension of availability;
- Use its best endeavours to ensure that the OCs and the SELMS are free from harmful components and that it does not introduce to the Client's systems any computer virus, Trojan horse or similar destructive, disruptive or nuisance programme;
- Provide technical support to the Client's Users' administrators and the Client help desk via calls made to helpline +44 207 929 5000 and emails sent to email@example.com and make every endeavour to resolve the issues reported by the next working day; and
- Assign a Service Manager to help the Client's Users' administrators manage the SELMS in all respects, including portal configuration, user management, e-mail communications, and management information, but excluding customisation of the OCs and development of new e-learning modules.
The Client warrants that it will:
- Direct its Users to address their questions to the Client's Users' administrators or the Client help desk, which will use its best endeavours to resolve Users' queries, and, if unable to do so, will direct them to Skillcast by means stated in 4.1.5; and
- Not permit its Users or learning portal administrators to upload to the SELMS any material which is obscene, blasphemous or defamatory, or violates any duty of confidence or right to privacy, or the Official Secrets Acts, or is otherwise unlawful.
Limitation of warranties
Skillcast makes no representation, warranty, or guarantee as to the suitability of the OCs for meeting the Client's legal or regulatory obligations or the Client's expectations. The Client bears the sole responsibility to check the OCs and make any modifications required to ensure that the OCs are fit for the Client's purpose. SAVE AS OTHERWISE EXPRESSLY SET OUT HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKILLCAST MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Where Skillcast processes the Client's Users' details and any other personal data ("Data") in the fulfilment of this Order, Skillcast warrants that it shall comply with all the requirements of the Data Protection Act 1998 and Directive 95/46/EC and with any principles or regulations pursuant to it in connection with the processing of personal data, and specifically, it shall:
- Only process the Data for the purposes of the fulfilment of this Order or acting solely on the instructions of the Client;
- Ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of the Data and against accidental loss or destruction of, or damage to, the Data, so as to ensure a level of security appropriate to the harm that may result from unauthorised or unlawful processing of the Data and accidental loss or destruction of, or damage to, the Data;
- Take reasonable steps to ensure the reliability and integrity of Skillcast personnel who have access to the Data; and
- Not disclose or transfer the Data to any third parties without the Client's prior written consent.
Limitation of Liability
Notwithstanding any other provision herein, neither party excludes or limits its liability for death or personal injury caused by its negligence or for fraud or for breach of Intellectual Property Rights or for breach of Skillcast's obligations in clause 5.1 or in respect of any other liability which by law cannot be excluded or restricted. Subject to clause 6.1 above, each party's total aggregate liability to the other party in respect of all losses, liabilities or damage suffered or incurred by the other party under or in connection with this Order (and whether the liability arises because of a breach of contract, negligence or for any other reason) shall not exceed the Licence Fee paid for this Order. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, DATA, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, OR REGULATORY OR LEGAL FINES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWSOEVER CAUSED.
Quotations and prices
Any quotation or price information made available by Skillcast is without obligation and subject to change without notice unless you have completed the purchase process. Oral understandings between you and Skillcast will require written confirmation by Skillcast. As permitted by law, Skillcast reserves the right to correct errors in its offers, invoices and communications. All rights not expressly granted to you in the Agreement are reserved by Skillcast.
For all purchases made from within the EU, Skillcast will apply VAT at the rate prevalent in Malta at the time, unless you represent a VAT registered entity and have provided its valid VAT number. For purchases made from outside the EU, no VAT will be chargeable.
Future changes to the Agreement:
Skillcast reserves the right to modify the provisions of the Agreement with 60 days notice in which case your continued use of the courses shall be construed as your agreement with the changes.
Unless specifically set forth in a written agreement between you and Skillcast, you may not reassign or sublicense your account or the access to courses that have been assigned to any third party (with a change in control of you constituting an assignment). These Terms and Conditions shall be binding on each party’s successors and assigns.
Last updated: 23 June 2015