Terms and Conditions of Membership
This agreement outlines the standard terms and conditions under which subscribing members and individual users agree to access and use SkillGate software. Any changes or alterations to these standard terms and conditions must be agreed in writing by subscribing members and SkillGate.
1.1. A "User" is any named individual who accesses The System.
1.2 "Preview Member" is an individual user who has access to the system for the purposes of evaluating the suitability of the content.
1.3 "Subscribing Member" is an organisation which has paid a subscription fee to allow its Registered Employees to use The System for the puposes of education.
1.4 "Registered Employee" means an employee or contractor of the Subscribing Member who has been registered to use The System by completion of the on-line registration process provided by The System.
1.5 "The System" means the software and content provided via any SkillGate website to Subscribing Members and Users.
1.6 "Partner" is a third party content provider who is distributing content via The System.
1.7 "Courses" is the general name given to the different learning delivery mechanisms used by The System, those including but not limited to, Decision Based Training programmes, Tutorials, Certificate programmes and eBriefings.
1.8 "The Service" means the provision of Courses to the Subscribing Member by SkillGate and Partners.
1.9 "Subscription Period" is the period during which the Subscribing Member has access to The System.
1.10 "Masters" are nominated individuals of the Subscribing Member who have access to the learning activity reports for the Registered Employees.
1.11 "Intellectual Property Rights" means the copyright and other intellectual property rights owned by or licenced to SkillGate in the System, the Services and the Service Materials and licensed to the member by SkillGate
1.12 "SkillGate" means SkillGate Ltd, Gabem House, Heyshott Street, Heyshott Nr. Midhurst, West Sussex, GU29 0DP. Company Number 03647432
1.13 "Academy10" is the trade mark name of The System owned by SkillGate Ltd.
1.14 "UK Office Hours" means 9am to 5:30pm Monday to Friday
1.15 "Personal Data" has the meaning set out in the Data Protection Act 1998 and relates only to personal data of which the Subscribing Member is the data controller (as such term is defined in the Data Protection Act 1998) and in relation to which SkillGate is providing services under this Agreement
1.16 "Processing" and "Process" has the meaning set out in the Data Protection Act 1998.
2.1 SkillGate grants to Subscribing Members a non-exclusive licence in respect of The System and the Intellectual Property Rights accessible through The System, subject to the terms and conditions set out in this document.
2.2 SkillGate may from time to time make changes to this agreement such changes being advised in writing to the Subscribing Member who will be deemed to have accepted them if no specific correspondence to the contrary has been received within 21 days of the date of the dispatch.
2.3 Any other variation to these terms and conditions must be agreed in writing by the parties.
3.1 Preview Members may access the System for the purpose of the assessment of suitability of courses only. They may not transfer their membership. SkillGate reserves the right to accept users as Preview Members at its sole discretion, and may withdraw membership at any time without notice.
3.2 Subscribing Members
3.2.1 Subscribing Members are paid up organisations which use The System for the purposes of education during their Subscription Period.
3.2.2 Subscribing Members may register Registered Employees to use The System without restriction excepting specific pricing and conditions specified on purchase of the Courses.
3.2.3 Subscribing Members may only register employees of the Subscribing Member. Agreement to register non-employees and contractors must be received in writing from SkillGate.
3.2.4 Subscribing Members may specify one or more Masters who will have access to the training activity reports held on The System.
3.2.5 SkillGate shall not use the name of the Subscribing Member or its trademarks, tradenames or logos in its promotional material without the prior written consent of the Subscribing Member except in so far as SkillGate may list the Subscribing Member as a Member in its marketing material.
4.1 SkillGate will use its best endeavours to maintain the service 24 hours a day 7 days a week 365 days a year during the Subscription Period excepting necessary routine maintenance.
4.2 SkillGate will use its best endeavours to schedule and to carry out routine maintenance outside UK Office Hours and in the event this is not possible SkillGate will advise Subscribing Members not less than 7 days in advance if and when such routine maintenance is scheduled.
4.3 No compensation will be payable for service interruption that last for up to 7 days. Thereafter compensation will be payable in proportion to the unexpired part of the Subscription Period.
4.4 SkillGate reserves the right to subcontract any work required subject to it remaining liable at all times for all acts or omissions of any sub-contractor appointed by it. For the avoidance of doubt, any act or omission of any sub-contractor which, had it been done by SkillGate would be an act or omission under these terms and conditions of Membership, shall be deemed to be an act or omission by SkillGate (notwithstanding the fact that it was done by the sub-contractor and not SkillGate). SkillGate shall keep the Subscribing Member fully and effectively indemnified from and against all losses, claims, costs, damages and expenses whatever arising out of or in connection with any failure on the part of any sub-contractor to perform any of its obligations. No sub-contractor shall be entitled to assign or in any other way transfer, or further sub-contract its obligations.
5.1. Subscribing Members may not assign or transfer their rights or obligations to use this System.
5.2. Subscribing Members and Users may not store copy or transfer any of the content of The System apart from their personal learning use.
5.3. Subscribing Members and Users may only print content for their personal learning use.
6 Masters & Reporting
6.1 The System will maintain records of individual learning activity for 5 years from the date of the activity.
6.2 Reports on the learning activities of Registered Employees for the Subscribing Members are available to Masters via The System.
7 Payment for Services
7.1 Subscribing Members pay an annual subscription which defines their Subscription Period.
7.2 Additional courses are available at prices displayed on the SkillGate web site.
7.3 All prices are displayed net of vat.
7.4 Credit terms are 30 days. Thereafter SkillGate reserves the right to collect interest on the outstanding amount at the rate of 3% over Lloyds Bank quoted base rate.
8 Warranties and Liabilities
8.1 SkillGate warrants that it will use all reasonable care and skill in carrying out its obligations under these Terms. Save in respect of the warranties set out at clauses 4.1, 4.2, 8.3, 9.2, 9.14 and 9.15 all other conditions warranties and obligations implied by statute common law or otherwise and any liabilities arising there from are excluded to the extent permissible by law.
8.2 The content of Courses (save those Courses written specifically at the request of the Subscribing Member) has not been written to meet the individual requirements of the Subscribing Member and is supplied on a generic basis. No failure of any part or the whole of the Courses (save those Courses written specifically at the request of the Subscribing Member) to be suitable for the Subscriber's requirements shall give rise to any right or claim against SkillGate or Partners.
8.3 SkillGate shall use its best endeavours to ensure the completeness and accuracy of any content before placing the same on the System.
8.4 Subject to clause 8.3 above, the Subscribing Member accepts that SkillGate is in no way liable for any inaccuracies or misleading statements or representations made in any content supplied to SkillGate by third parties.
8.5 Whilst SkillGate makes all reasonable attempts to exclude viruses from the Web Site, it cannot ensure such exclusion and no liability is accepted for viruses. The Subscribing Member is recommended to take appropriate measures to protect itself against the risk of virus contamination.
9 Intellectual Property, Confidentiality and Data Protection
9.1 Nothing that the Subscribing Member does or is entitled to do under the terms of this Agreement or otherwise shall transfer ownership of any Intellectual Property Rights to the Subscribing Member.
9.2 SkillGate warrants that the supply of The Service will not infringe any third party intellectual property rights or other proprietary right. SkillGate shall indemnify and keep the Subscribing Member indemnified in full against all direct, indirect and consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and likely loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with an infringement or alleged infringement of any intellectual property rights caused by the use, or supply of or performance of The Service and/ or the Courses.
9.3 SkillGate acknowledges the Subscribing Member's ownership and rights in the Subscribing Member's intellectual property including but not limited to any Content authored by the Subscribing Member and agrees and acknowledges that it shall not obtain any rights in the Subscribing Member's intellectual property except as expressly granted to it under this Agreement and it shall not register or attempt to register any of the Subscribing Member's intellectual property in any jurisdiction. SkillGate shall not, without the prior written consent of the Subscribing Member make Content authored by the Subscribing member available to other Subscribing Members whether via the System or otherwise.
9.4 SkillGate shall treat any information obtained from the Subscribing Member (including but not limited to information concerning the Subscribing Member's premises, employees and contractors, business or clients and any other information furnished by he Subscribing Member) as confidential and shall not without the prior written agreement of the Subscribing Member at any time hereafter (save as required by law or any regulatory organisation with authority over it) disclose such information to any third party (other than those of its officers, employees advisers and agents whose responsibilities require them to know the same) or use it for any purposes other than for the performance of its obligations pursuant to the Agreement (unless such information is in the public domain or is already known to the Supplier otherwise than as a result of a breach of any duty of confidentiality owed in respect of such information).
9.5 All data entered on The System by the Subscribing Member including but not limited to email addresses and activity results shall remain the property of the Subscribing Member and SkillGate shall not use such data save to comply with its obligations under this Agreement.
9.6 SkillGate shall process all Personal Data strictly in accordance with the terms of this Agreement and the Subscribing Member's instructions from time to time and shall not process the Personal Data for any other purpose or purposes.
9.7 SkillGate shall ensure that only those employees who may be required by SkillGate to assist in it meeting its obligations under this Agreement shall have access to the Personal Data. SkillGate shall ensure that all employees used by it to provide the Service have undergone training in the law of data protection and in the care and handling of Personal Data.
9.8 SkillGate shall not disclose the Personal Data to a third party in any circumstances other than at the specific request of the Subscribing Member or as otherwise specified in this Agreement.
9.9 SkillGate will allow its data processing facilities, procedures and documentation which relate to the processing of the Personal Data to be scrutinised by the auditors of the Subscribing Member and/or the Subscribing Member's employees or agents, in order to ascertain compliance with the terms of this Agreement.
9.10 SkillGate shall promptly carry out any request from the Subscribing Member requiring SkillGate to amend, transfer or delete the Personal Data or any part of the Personal Data.
9.11 SkillGate shall notify the Subscribing Member immediately upon receiving any notice or communication from any Data Subject, supervisory or government body which relates directly or indirectly to the processing of the Personal Data and assist the Subscribing Member in relation to such notice or communication.
9.12 If requested in writing by the Subscribing Member from time to time, SkillGate shall provide to the Subscribing Member a copy of the Personal Data in the format and on the media reasonably specified by the Subscribing Member.
9.13 If any Personal Data in the possession or control of SkillGate becomes lost, corrupted or rendered unusable for any reason, SkillGate shall promptly restore such Personal Data using its back up and/or disaster recovery procedures at no cost to the Subscribing Member.
9.14 SkillGate warrants that it will carry out the Processing in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments which SkillGate is aware are applicable or which it is notified by the Subscribing Member are applicable.
9.15 SkillGate warrants that it shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data so as to allow the Subscribing Member to comply with the seventh data protection principle. SkillGate shall inform the Subscribing Member immediately it becomes aware of:-
9.15.1 any unauthorised or unlawful processing of the Personal Data;
9.15.2 any accidental loss, destruction or damage to Personal Data which cannot be recovered by back up procedures or disaster recover systems; and
9.15.3 any advance in technology and methods of working which mean that the Subscribing Member should revise its security measures.
10.1 The Subscribing Member may terminate this agreement forthwith in the event that:
10.1.1 SkillGate commits a breach of any term of this Agreement;
10.1.2 SkillGate ceases trading or is unable to pay its debts as they fall due or a petition is presented or meeting convened for the purpose of winding SkillGate up or SkillGate becomes subject to an administration order or enters into liquidation (otherwise than for the purpose amalgamation or reconstruction), whether compulsorily or voluntarily, or compounds with its creditors generally or has a receiver appointed of all or any part of its assets; or SkillGate ceases or threatens to cease, to carry on business; or the Subscribing Member reasonably believes that of any of the above events is about to occur in relation to SkillGate. SkillGate shall refund to the Subscribing Member any additional expenditure incurred by the Subscribing Member in obtaining the Goods or Services in replacement and all pre-payments of the Price made at the time of cancellation; or
10.2 SkillGate may terminate this Agreement on 14 days notice in the event that the Subscribing Member commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen days of it being notified of the breach.
10.3 On termination of this Agreement SkillGate shall provide all reasonable assistance to enable an orderly hand-over of SkillGate's responsibilities to the Subscribing Member or to an alternative supplier as directed by the Subscribing Member to enable the continuation of the provision of the Service.
10.4 The Subscribing Member may request a copy of the personal data records and records of individual learning activity of its Registered Employees any time up to 1 year after the termination of the agreement.
10.5 If the responsibility for the provision of all or any part of The Service transfers or reverts to or is in-sourced by the Subscribing Member, or any part of this Agreement or any part of the obligations to be performed under this Agreement terminates or expires, or the Subscribing Member contracts with any other person for the provision of all or any part of the Services ("Transfer"), and by virtue of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) ("TUPE") there is transferred to the Subscribing Member or to a new supplier any contract of employment of any employee of SkillGate, SkillGate shall indemnify the Subscribing Member from and against any and all costs, proceedings, actions, claims or demands, liabilities and obligations which the Subscribing Member or any new supplier may incur (including legal costs and expenses):
10.5.1 in connection with the employment or termination of the contracts of employment of any employees of SkillGate who include any person who at the time was engaged by SkillGate, including but not limited to those relating to redundancy, breach of contract, wrongful dismissal, unfair dismissal, discrimination by reason of sex, race or disability, equal pay, health and safety, in each case whether under UK or European law; and/or
10.5.2 arising from any failure by SkillGate to comply with any obligations relating to the provision of information and/or consultation in relation to the Transfer whether pursuant to TUPE or any statutory requirement (including any requirement pursuant to the Trade Union and Labour Relations (Consolidation) Act 1992) or any collective agreement or otherwise; and/or
10.5.3 arising out of or in connection with the employment of the employees who transfer following the date of this Agreement to include but not limited to redundancy, breach of contract, wrongful dismissal, unfair dismissal, discrimination by reason of sex, race or disability, equal pay, health and safety in each case whether under UK or European law; and/or
10.5.4 arising from any liabilities and obligations, to include pending and current claims, relating to those employees who are to transfer following the date of this Agreement that have occurred prior to the Transfer.
10.6 If any contract of employment of any person who is not to transfer has effect as if originally made between the Subscribing Member or to a new supplier as a result of the application of TUPE, the Subscribing Member or any new supplier may give notice to such person to terminate such contract and SkillGate shall indemnify the Subscribing Member or any new supplier against any costs, including any costs relating to settlement, claims, liabilities or expenses arising out of or in connection with such termination and against any sums payable to or in relation to such person under or in connection with such contract to the date of such termination.
10.7 SkillGate shall not for the duration of this Agreement and for a period of 6 months following termination of this Agreement directly or indirectly induce or attempt to induce any employee of the Subscribing Member who has been engaged in the provision, receipt, review or management of the Goods or Services or otherwise in connection with this Agreement to leave the employment of the Subscribing Member.
11.1 No public announcement, communication or circular (other than to the extent required by law) referring to the Subscribing Member or any of the Subscribing Member's employees shall be made or released by SkillGate unless approved by the Subscribing Member in writing before release.
11.2 SkillGate will be an independent contractor and not the agent, employee or representative of the Subscribing Member.
11.3 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
11.4 For the purposes of the Contracts (Rights of Third Parties) Act 1999 the parties do not intend any person other than a party to this Agreement to be able to enforce any term of this Agreement (save where may be expressly stated otherwise in this Agreement).
11.5 All notices under this Agreement shall be in writing by first class post, or fax, or email and addressed to the recipient at the such address as either party may specify to the other and shall be deemed to have been duly given when delivered, if delivered by messenger during normal business hours of the recipient; or on the second business day following mailing, if sent by first class pre paid recorded delivery post; at the time of transmission, if sent by fax (provided that a copy of the fax is put in the post to the recipient by first class recorded delivery post within 24 hours of the transmission); on receipt of email acknowledgement from the recipient if sent by email.
11.6 SkillGate shall not be entitled to sub contract the Services save as set out at clause 4.4 above or assign this Agreement or any part of it or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Subscribing Member.
11.7 These terms and conditions shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Contact: Amanda Page, Director. Telephone +44 (0)1730 815670 or write to SkillGate Ltd, Gabem House, Heyshott Street, Heyshott Nr. Midhurst, West Sussex, GU29 0DP.