Terms And Conditions
2. Except to the extent expressly provided otherwise, in this T&C:
“Account” means an account enabling a person/business to access and use the SBB Services;
“T&C” means the conditions set out herein including any Schedules, and any amendments to this T&C from time to time;
“Business Day” means any weekday other than a bank or public holiday in country of customer location;
“Business Hours” means the hours of 09:00 to 17:00 on a Business Day of the country of customer;
“Customer” means the person or entity identified as such registering for an account for the use of SBB Services;
“Customer Data” means [all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the SBB Services by the Customer];
“Effective Date” means, the date of completion of registration for the use of SBB Services;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected, including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;
“SBB” is the entity Skill Beyond Boundaries Limited a company incorporated in England and Wales, company number 09048130 having its registered office at 322 Addington Road, Croydon CR2 8LF
“SBB Services” means services offered as part of SBB https://skillbeyondboundaries.com platform, as specified in the SBB Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with this T&C;
“SBB Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of SBB, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer;
(b) any use of the SBB Services contrary to the authorised use, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in this T&C;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or un-registrable, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintenance Services” means the general maintenance of the SBB Services, and the application of Updates and Upgrades;
“Permitted Purpose” means using the functionality of the application and services;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Platform” means the SBB https://skillbeyondboundaries.com platform managed by the Provider or a 3rd party and used by the Provider to provide the SBB Services, including the application and database software for the SBB Services, the system and server software used to provide the SBB Services, and the computer hardware on which that application, database, system and server software is installed;
“Provider” means Skill Beyond Boundaries Ltd a company incorporated in England and Wales, with registration number 11552484 having its registered office at 322, Addington Road, Croydon CR2 8LF;
“Schedule” means any schedule attached to the main body of this T&C;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the SBB Services, but shall not include the provision of training services;
“Supported Web Browser” means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of this T&C, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
“Update” means a hotfix, patch or minor version update to any Platform software; and
“Upgrade” means a major version upgrade of any Platform software.
- The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account for commencement of the Effective Date.
- The Provider hereby grants to the Customer an exclusive license to use the SBB Services by means of a Supported Web Browser or application for the internal business purposes of the Customer during the Term.
- the Customer must not permit any unauthorised person to access or use the SBB Services;
- the Customer must not use the SBB Services to provide services to third parties;
- the Customer must not republish or redistribute any content or material from the SBB Services; and
- The Customer shall use reasonable endeavors, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the SBB Services using an administrator Account.
- The Provider shall use reasonable endeavors to maintain the availability of the SBB Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the SBB Services, but does not guarantee 100% availability.
- a Force Majeure Event;
- a fault or failure of the internet or any public telecommunications network
- a fault or failure of any 3rd party service consumed by the Providerr;
- a fault or failure of the Customer’s computer systems or networks;
- any breach by the Customer of this T&C; or
- scheduled maintenance carried out in accordance with this T&C.
- The Customer must not use the SBB Services in any way that causes, or may cause, damage to the SBB Services or Platform or impairment of the availability or accessibility of the SBB Services.
- The Customer must not use the SBB Services:
- in any way that is unlawful, illegal, fraudulent or harmful; or
- in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
- For the avoidance of doubt, the Customer has no right to access the software code including object code, intermediate code and source code of the Platform, either during or after the Term.
- The Provider may suspend the provision of the SBB Services if any amount due to be paid by the Customer to the Provider in line with the selected payment plan is overdue.
- The term of the T&C will commence on the day of the completion of registration for SBB Services;
- The term will end on the 366th day from the day of the payment of applicable service fee for the SBB Service;
- Support Services
- The Provider shall provide the Support Services through a helpdesk to address any technical and functional issues to the Customer during the Term.
- The Support Services exclude any professional and consulting services.
- The Provider shall provide the Support Services with reasonable skill and care.
- The Customer may use the helpdesk for the purposes of requesting and where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
- The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk
- The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this T&C is overdue.
- Customer Data
- The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this T&C, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the T&C.
- The Customer warrants to the Provider that the Customer Data and the use of the Customer Data by the Provider in accordance with this T&C will not:
- breach the provisions of any law, statute or regulation;
- infringe the Intellectual Property Rights or other legal rights of any person or owner of the data; or
- infringe on the rights of the data owner to delete, modify or in any other way to manage that data; or
- give rise to any cause of action against the Provider,
in each case in any jurisdiction and under any applicable law.
- No assignment of Intellectual Property Rights
- Nothing in this T&C shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
- Provider’s confidentiality obligations
- The Provider must:
- keep the Customer Confidential Information strictly confidential;
- not disclose the Customer Confidential Information to any person without the Customer’s prior written consent;
- use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
- not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.
- Notwithstanding Clause 8.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
- This Clause 8 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
- is known to the Provider before disclosure under this T&C and is not subject to any other obligation of confidentiality;
- is or becomes publicly known through no act or default of the Provider; or
- is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
- The restrictions in this Clause 8 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
- Data protection
- The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this T&C, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with this T&C will not breach any applicable data protection or data privacy laws.
- To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:
- it will act only on instructions from the Customer in relation to the processing of that Personal Data;
- it has in place appropriate security measures both technical and organisational against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data;
- The Provider warrants to the Customer that:
- the Provider has the legal right and authority to enter into this T&C and to perform its obligations under this T&C;
- the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this T&C; and
- the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this T&C.
- the Platform will be free to the reasonable extend possible taking into account 10.1.5(tect, we open ourselves up here to pbs, or is 11.2 limiting our warranty?)from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
- the Platform will incorporate security features reflecting the requirements of good industry practice.
- The Provider warrants to the Customer that the SBB Services, when used by the Customer in accordance with this T&C, will not breach any laws, statutes or regulations applicable under applicable law.
- The Provider warrants to the Customer that the SBB Services, when used by the Customer in accordance with this T&C, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
- If the Provider reasonably determines, or any third party alleges, that the use of the SBB Services by the Customer in accordance with this T&C infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
- modify the SBB Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
- procure for the Customer the right to use the SBB Services in accordance with this T&C.
- The Customer warrants to the Provider that it has the legal right and authority to enter into this T&C and to perform its obligations under the T&C.
- All of the parties’ warranties and representations in respect of the subject matter of this T&C are expressly set out in this T&C. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this T&C will be implied into the T&C or any related contract.
- Acknowledgements and warranty limitations
- The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this T&C, the Provider gives no warranty or representation that the SBB Services will be wholly free from defects, errors and bugs.
- The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this T&C, the Provider gives no warranty or representation that the SBB Services will be entirely secure. The provider will implement industry standard software and infrastructure security norms and secure the systems to the best of their ability.
- The Customer acknowledges that the SBB Services are designed to be compatible only with that software and those systems specified as compatible in the SBB Services Specification; and the Provider does not warrant or represent that the SBB Services will be compatible with any other software or systems.
- The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this T&C or in relation to the SBB Services; and, except to the extent expressly provided otherwise in this T&C, the Provider does not warrant or represent that the SBB Services or the use of the SBB Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
- Limitations and exclusions of liability
- Nothing in this T&C will
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law.
- The limitations and exclusions of liability set out in this Clause 12 and elsewhere in this T&C:
- are subject to Clause 12.1; and
- govern all liabilities arising under the T&C or relating to the subject matter of the T&C, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the T&C.
- Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
- Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
- Neither party shall be liable to the other party in respect of any loss of revenue or income.
- Neither party shall be liable to the other party in respect of any loss of use or production.
- Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
- Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
- The liability of each party to the other party under this T&C in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Customer to the Provider under the T&C in the 12 month period preceding the commencement of the event or events.
- Force Majeure Event
- If a Force Majeure Event gives rise to a failure or delay in performing any obligation under this T&C other than any obligation will be suspended for the duration of the Force Majeure Event.
- A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this T&C, must:
- promptly notify the other; and
- inform the other of the period for which it is estimated that such failure or delay will continue.
- A party whose performance of its obligations under this T&C is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of theForce Majeure Event.
- SBB Services will be terminated with immediate effect without the need to giving any notice of termination to the the customer if SBB:
- is dissolved;
- ceases to conduct all (or substantially all) of its business;
- is or becomes insolvent or is declared insolvent; or
- convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
- an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
- Effects of termination
- Upon the termination all of the provisions of this T&C shall cease to have effect, save that the following provisions of this T&C shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 8, 11, 12, 15, 16, 17 and 18.
- The termination of this T&C shall not affect the accrued rights of either party.
- Within 30 days following the termination of this T&C for any reason:
- the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the T&C; and
- the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the T&C,
without prejudice to the parties’ other legal rights.
- Any notice from one party to the other party under this T&C must be given by using the relevant contact details set out in Clause 16.2 and Part 2 of Schedule 1:
- delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
- sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or
- by email address provided by the customer at the time of registering to access SBB Services,
- as an in application notification within SBB,
- Providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
- The addressee and contact details set out in Clause 16.2 and Part 2 of Schedule 1 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 16.
- Until unless stated or agreed with the customer, the Provider shall be able to use Customer’s name, logo and case study as reference for SBB implementation to market its product and services to other customers and businesses and/or any other marketing requirements.
- No breach of any provision of this T&C shall be waived except with the express written consent of the party not in breach.
- If any provision of this T&C is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the T&C will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
- This T&C may be varied by SBB and such notice of variance is given to its customers
- This T&C is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this T&C are not subject to the consent of any third party.
- Subject to Clause 12.1, this T&C shall constitute the entire T&C between the parties in relation to the subject matter of this T&C, and shall supersede all previous T&Cs, arrangements and understandings between the parties in respect of that subject matter.
- This T&C shall be governed by and construed in accordance with applicable law.
- In this T&C, a reference to a statute or statutory provision includes a reference to:
- that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
- any subordinate legislation made under that statute or statutory provision.
- The Clause headings do not affect the interpretation of this T&C.
- In this T&C, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
- The customer will be bound by this T&C com completion of their registration for access to SBB Services.
Skill Beyond Boundaries Limited
322 Addington Road, Croydon, CR2 8LF, UK