1. Overview

Welcome to Skillo Limited, in this document we explain the Terms and Conditions to access and use our Platform and Services to our customers and authorised users. 

2. Definitions

“Skillo Online Services” The Skillo Online Services consists of all the online products Skillo Limited provides. Currently, there is one, Skillo Suppliers. The general Skillo Online Services homepage is https://www.skillo.co.uk.

“Skillo Suppliers” Skillo Suppliers is our online solution designed to be used by companies that supply the temporary workforce for the rail and construction sectors in the United Kingdom. Its core functionality revolves around managing a large number of candidates and adjacent information, management of shifts, tracking the actual hours, fatigue index and associated costs. To access Skillo Suppliers, Users can go to: https://suppliers.skillo.co.uk.

“Account” means the information associated with a User or Customer and is used to identify the User or Customer in Skillo to provide services to the user or bill the user.

“Authorised Users” means users that are registered and active and can access either Free or Premium services depending on the nature of the Subscription. 

“Customer” means in the case of an individual of legal age (18 or older) accepting these terms and conditions on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting these Agreed Terms, and affiliates of that company or entity (for so long as they remain Affiliates). A Customer can accept the terms and conditions to access Skillo Suppliers.

“Customer Data” means electronic data and information submitted by or for Customer or Authorised Users to the Services, excluding Content and Non-Skillo Applications.

“Data Protection Act” means the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 in the UK as well as other relevant laws and regulations.

“Fees” means the charges that will be applicable to customers for using the Premium Services.

“Free Services” means the set of services that can be used by Customers without a Premium Subscription, free of charge.

“Non-Skillo Application” means a web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by a Customer or under a similar designation. Non-Skillo applications, other than those obtained or provided by a Customer, will be identifiable as such.

“Personal Information” means information about the Customer or its authorised Users that specifically identifies an individual, like name (company name/full name), address, email address, date of birth, geographic area or phone number, as well as other non-public information that is associated with foregoing.

“Platform” means the compilation of all web documents (including images, JavaScript, CSS and HTML files) made available via https://www.skillo.co.uk or its sub-domains or domains with identical names under other top domains and owned by Skillo Limited.

“Services” means the online services provided by Skillo to the Customer under the Agreed Terms via https://www.skillo.co.uk, https://suppliers.skillo.co.uk or any other Platform notified to the Customer by Us.

“Skillo Suppliers Customer” is a Customer that has created an account on Skillo Suppliers to be able to use Skillo Suppliers.

“Skillo Suppliers Premium Services” means the set of services that are provided by Us only to customers with an active Skillo Suppliers Premium Subscription or that are in the Trial period.

“Skillo Suppliers Subscription” means the Customer has a Skillo Suppliers account. When a new Customer Account is created, a Skillo Suppliers Subscription is automatically attached to it. The Skillo Suppliers Subscription is automatically re-evaluated on a monthly basis. It can have one of the following states: 

• FREE
• TRIAL
• PREMIUM

The Skillo Suppliers Subscription can transition between the above states depending on Your actions or Our actions.

When a new Skillo Suppliers Subscription is created, it is, by default in the TRIAL state. After the TRIAL expires it may transition to either FREE or PREMIUM.

“Special Terms” are any particulars, specifications or conditions that deviate from the agreed terms and are agreed between You and Us.

“Software” means the online software applications provided by Skillo as part of the Services.

“Skillo Suppliers Premium Subscription” means that the Customer has a Skillo Suppliers account and has upgraded the subscription to “Skillo Premium” and has agreed to join a monthly payment schedule in order to have access to all the Premium Services provided by Us. In order to use the Free services, no paid subscription is required.

“Skillo Suppliers Trial Period” is a limited time after the creation of a company account on Skillo Suppliers when the Skillo Suppliers Customer has access to the Skillo Suppliers Premium Services without any fees applied. 

“Skillo Suppliers Invoice” is an invoice, generated by Us, on a monthly basis for Skillo Suppliers Customers that have an active Skillo Suppliers Premium Subscription. The Invoice amount is calculated based on the number of shift hours scheduled by the Customer using the Skillo Suppliers Premium Services.

“Users” means individuals who are authorised to use our services on behalf of a customer. 

“We,” “Us” or “Our” means Skillo Limited.

“You” or “Your” means the company or other legal entity for which you are accepting these terms and conditions.

3. Acceptance of the terms

By accessing or using our services, signing the present Agreed Terms or by confirming your acceptance of the present terms and conditions, you indicate that you have read, understood and agree to be bound by these terms and conditions (“Agreed Terms”).

Skillo may revise these terms and conditions at any time at Skillo’s sole discretion upon notice to our customers. Such amendments shall apply to any prospective services within thirty (30) days from the date of revision of the terms and conditions. 

Your continued use of the Platform and the Services, after any Agreed Terms’ modifications have been communicated, constitutes Your binding acceptance of such changes. Notwithstanding the foregoing, the resolution of any dispute that arises between You and Skillo will be governed by the Agreed Terms in effect at the time such dispute arose.

If you are accepting these agreed terms on behalf of a company or other legal entity, you must be of legal age (18 or older) and hold the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. If you do not have such authority or do not agree with these terms and conditions, you must not accept these agreed terms and may not use the services.

The original language of these terms and conditions is English. Skillo Limited will make available the translations of these terms and conditions in certain other languages at the request of a Customer. In case of conflicts between the original English version and the translations into other languages, the English version shall prevail.

Any new features, functions, enhancements and developments in the Platform or the Services, including the release of new tools and resources, shall be subject to the Agreed Terms.

These terms and conditions are considered to be concluded as soon as whichever of the following occurs first:

1. the Customer registers for and creates an Account for Skillo Suppliers; or
2. the Customer and Skillo sign a contract containing Special Terms and a reference to these terms and conditions.

These Agreed Terms remain effective until terminated as specified in these terms and conditions or Special Terms agreed by the Customer and Skillo.

Please read these terms and conditions carefully to ensure that you understand each provision. You must read and agree to these terms and conditions before using our services.

4. Services

All Skillo Limited Services are accessible from https://www.skillo.co.uk.

At the time of effect of this document, there is only one Online Software Solution that is part of the Skillo Platform owned and operated by Skillo Limited. This solution is called Skillo Suppliers and is accessible at https://suppliers.skillo.co.uk. The Terms and Conditions of the Skillo Suppliers Services are described in more detail in the next section.

5. Skillo Suppliers Services

Skillo Suppliers Services’ application areas include: 

• Candidate data management
• Candidate data tracking
• Complex candidate filtering
• Shifts Requests management
• Candidate competency management
• Customer Management
• Contacts management
• Work Site management
• Internal Communication
• Charge and pay rates management
• Shift scheduling
• Invoice generation
• Payroll management
• Timesheet management
• Lead Tracking
• Intelligent Advice
• Reports and Analytics
• Bulk data collection
• Email Automation
• Batch shifts uploading

By using the Skillo Suppliers Services, the Customer can:

• Store and organise candidate information as well as their competencies
• Send and receive shift requests between sponsors with ease
• Get notified on incoming shifts requests and on updates on the sent ones
• Store documents and notes linked to candidates
• Review candidate history
• Filter candidates by complex queries
• Get notified ahead of time of expiring candidate competences
• Get notified ahead of time of expiring candidate competences
• Manage expired or expiring competencies for candidates
• Notify candidates of expiring competences
• Send bulk emails to candidates
• Store and manage information about Clients
• Store and manage information about Work Sites and Contacts
• Schedule requirements and jobs
• Schedule shifts with ease, and in compliance with Network Rail constraints
• Always have a real-time overview of planned shifts
• Inform candidates of planned shifts directly from Skillo
• Have a synchronised calendar of primary sponsored shifts and subsponsored shifts per candidate
• Export timesheets from Skillo
• Receive signed timesheets from candidate subsponsors
• Receive signed timesheets from contractors
• Export payroll data from Skillo to other formats
• Generate and download payslips
• Send payslips to candidates via email
• View the activity history of the entire team
• Collect, store and organise User Content
• Add new Users and grant them Authorizations
• Customise the standard settings of the Skillo Suppliers Services
• View complex reports of hours and internal data
• Receive reasonable help and guidance from Skillo regarding the use of the Services

We shall provide appropriate technical support at the reasonable request of the Customer. We shall respond to enquiries of support from a Customer as soon as practically possible.

The contact for all enquiries of support is: 

• via email: team@skillo.co.uk
• via telephone: +44 7948 422648

This section describes Terms and Conditions specific to the use of Skillo Suppliers. The 

5.1. General Terms for the provision of services

Skillo shall provide the Skillo Suppliers Services to You as per Agreed Terms. 

There are 2 usage plans available for Skillo Suppliers. Free and Skillo Premium. Upon registration, a 1 month Trial of the Premium Subscription is offered to the Customer. After the Trial expires, the Customer will not be able to use the Premium features unless they activate Skillo Suppliers Premium Subscription. Skillo reserves the right to discretionary increase the length of a trial period for certain customers on an ad-hoc basis. 

You understand and agree that Skillo assumes no responsibility for timeliness, deletion, misdelivery of or failure to store, import or synchronise any of Your Customer Data or to configure Your settings. Skillo shall have no liability for any Customer Data that may be lost or unrecoverable by reason of Customers’ or its authorised Users’ failure to manage the Customer Data properly.

You may not access our Platform or the Services for purposes of monitoring its performance, availability or functionality or for any other benchmarking or competitive purposes, without Skillo’s prior written consent. You may not access the Services, if You are a direct competitor of Skillo, except with Skillo’s prior written consent.

5.2. Access to the Services

The Platform may be accessed through an active Internet connection. You may connect to the Platform using any Internet browser apart from Microsoft Internet Explorer.

You are responsible for obtaining access to the Platform, which may involve third-party fees (such as Internet service provider charges), as well as for all equipment necessary to access and use the Services, e.g. computer, internet modem, etc. In addition, You are responsible for all such third-party fees, including the equipment purchase price.

5.3. Additions to the Services

Skillo is constantly innovating and improving the Services. Therefore, Skillo at any time from time to time may offer certain additions to the Services such as new features, functions, enhancements, including new tools or resources, for the purpose of their testing and efficiency evaluation. You agree that We have sole authority and discretion to determine the period of time for testing and evaluation of such additions to the Services.

We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the additions to the Services with or without notice to You. We will be the sole judge of the success of such testing and the decision, if any, to offer such additions to the Services as permanent commercial services for additional fee or free of charge as part of Your Membership. You agree that We will not be liable to You or to any third party for any harm related to, arising out of or caused by modification, suspension or discontinuance of any of such additions to the Services for any reason.

5.4. Modifications to the Services

Skillo reserves the right at any time and from time to time to modify, temporarily or permanently, the Services (or any part thereof) at its sole discretion with or without notice. 

Modifications to the Services shall constitute:

1. rebranding the Services; 
2. stopping to provide or discontinuing to develop the Services, including any particular feature or resource thereof, or any part or element of the Platform, temporarily or permanently; 
3. taking such action as is necessary to preserve the good name of Skillo at its sole discretion upon any use of the Services that may be reasonably interpreted as a violation of Skillo’s intellectual property rights. You agree that Skillo will not be liable to You or to any third party for any harm related to, arising out of or caused by modification, suspension or discontinuance of the Services or any part or element thereof for any reason.

5.5. Temporary errors or bugs

If Services contain temporary errors or bugs, they are being fixed as soon as possible after the moment they are registered. Skillo does not have a bounty program of any kind and does not provide any rewards for informing about bugs or errors.

5.6. Mobile Applications

Skillo Limited does not currently offer You dedicated applications that allow Users to access the Services on mobile devices. Usage of our services via mobile devices can be done, however via any web browsers installed on mobile devices. Usage of the Services through mobile devices’ applications could be limited with fewer functions or tools.

Any such mobile applications offered by Skillo in the future shall constitute part of the Platform, and, as such, their usage shall be subject to these Agreed Terms.

5.7. Data Storage

The Services include storing the information the Users upload and input into the system through the Platform. There are no limits to the number of records or files users can add to Skillo. The maximum allowed file size for files users upload to the system is 50Mb (50 * 1024 * 1024 bytes).

5.8. Fees & Payment

The Skillo Suppliers Customer shall pay the Skillo Subscription Fees to Skillo for using the full set of services included with the Skillo Suppliers Premium Subscription and provided by Us. 

The Skillo Suppliers Customer shall prior to the start of the paid Skillo Suppliers Services provide Skillo with up-to-date and complete contact and billing details. Any changes in the Customer’s contact or billing details must be immediately notified to Skillo.

The Skillo Suppliers Customer with an active Skillo Suppliers Premium Subscription shall pay the fees for their Skillo Suppliers Premium subscription on a monthly basis, as invoiced by Skillo on each calendar month. A Skillo Suppliers Invoice will be generated after each subscription interval and will be sent to the Customer. In order to use the Free services, a Skillo Suppliers Premium Subscription is not required.

The amount on the generated Skillo Suppliers Invoice will be calculated using the algorithm made publicly available at https://skillo.co.uk/pricing. Any changes made by Us to the algorithm shall be notified to the Customer at least 30 (thirty) days prior to changes taking effect.

All Skillo Suppliers Invoices shall have a due date set 30 (thirty) days after the date of being generated.

If Skillo has not received payment for a Skillo Suppliers Invoice until and including on the due date specified on that Invoice, as required for the provision of Services to the Skillo Suppliers Customer, and without prejudice to any other rights and remedies of Skillo; Skillo may, without liability to the Customer, disable the Customer and authorised users’ accounts and access to all or part of the Services and Skillo shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

All amounts and fees stated or referred to in this terms and conditions:

1. shall be payable in pounds sterling;
2. are, subject to the liability established in the Agreed Terms, non-cancellable and non-refundable;
3. are exclusive of value-added tax, which shall be added to Skillo’s invoice(s) at the appropriate rate.

Skillo may revise the existing fees at any time in Skillo’s sole discretion upon notice to our customers. Skillo shall notify the Customer within at least thirty (30) days prior to any modifications. Such amendments shall be applicable to any prospective services within thirty (30) days from the date of revision of the terms and conditions. 

Your continued use of the Platform and the Services, after any fees modifications have been communicated, constitutes Your binding acceptance of such changes. Notwithstanding the foregoing, the resolution of any dispute that arises between You and Skillo will be governed by the Agreed Terms in effect at the time such dispute arose.

5.9. Termination of Services

If you have access to Skillo Suppliers Services, you may notify us of the desire to terminate the Account at any time by providing at least 30 (thirty) days prior notice to Skillo Limited by sending us an email at team@skillo.co.uk.

Account Termination is possible only when there are 0 (zero) Skillo Suppliers Invoices with an Unresolved, Unpaid or Overdue status.

All Customer Data linked to the Customer will be subject to section 9.3. (Data retention policy) of this document.

Specifically for Skillo Suppliers Services, upon Termination of an Account: 

• all User Accounts that are part of the Customer Account will be deactivated
• Candidate data that is not linked to any shifts request will be deleted

6. Communications 

You understand and agree that the Services may include certain communications from us, such as service announcements, administrative messages and/or service updates. You also understand that these communications are considered as a part of Your Services and that You will not be able to opt out of receiving them.

7. Restrictions

As a condition of use, You shall not use the Services for any purpose that is prohibited by the Agreed Terms. You are responsible for all of Your activity and of Your Authorised Users in connection with the Services.

The Services and any part or element thereof are allowed to be used only in the scope, with the means and for purposes, which their functionality has been created for and made available to the Customer and its Authorised Users. Any such use must be done in compliance with the Agreed Terms, best practices at the Platform and applicable law. For the avoidance of doubt, this means that the Customer nor any of its Authorised Users must not:

1. copy, translate, duplicate, distribute, modify, adapt, hack, create derivative works of any part of the Services, as well as decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; and/or
2. use the Services or any part or element thereof for committing a crime, conducting some other breach of applicable law or for calling up for others to carry out such illegal actions; and/or
3. use the Services or any part or element thereof in the scope, which does not agree to the Agreed Terms.

8. Responsibilities

8.1. Skillo Limited Responsibilities

Skillo Limited undertakes that the Skillo Supplier Services will be performed with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by the use of the Services contrary to Skillo’s instructions, or modification or alteration of the Services by any party other than Skillo or Skillo’s duly authorised contractors or agents. 

If the Skillo Supplier Services do not conform with the foregoing undertaking, Skillo will, at its expense, use all reasonable commercial endeavours to correct any such nonconformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. 

Skillo Limited is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

These Agreed Terms shall not prevent Skillo from entering into similar Agreed Terms with third parties, or from independently developing, using, selling or licensing documentation, products and/or services that are similar to those provided under these Agreed Terms.

Skillo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Agreed Terms.

8.2. Customer Responsibilities

The Customer shall provide Skillo Limited with all necessary cooperation in relation to these Terms and Conditions and all necessary access to such information as may be required by Skillo; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.

The Customer shall comply with all applicable laws and regulations with respect to its activities under these agreed terms. 

The Customer shall carry out all other Customer responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Skillo may adjust any agreed timetable or delivery schedule as reasonably necessary.

The Authorised Users use the Services in accordance with these terms and conditions and the Customer shall be responsible for any Authorised User’s breach of these agreed terms.

The Customer shall obtain and maintain all necessary licences, consents, and permissions necessary for Skillo, its contractors and agents to perform their obligations under this Agreed Terms, including without limitation the Services; and be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Skillo’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9. Customer Data

9.1. Customer Data 

All rights, title and interest in and to the Customer Data created or stored by Authorised Users or You belong to You. You assure hereby that You and all of the Authorised Users associated with Your Account have the necessary rights to use the Customer Data, including to insert it into the Platform and process it by means of the Platform. If You add Customer Data to the Platform, You assure that such Customer Data and any kind of processing of it shall be in compliance with applicable laws, rules and/or regulations, these Agreed Terms and best practices at the Platform.

You understand that all information, data, text or other materials, whether publicly posted or privately transmitted are the sole responsibility of the person from whom such content originated. Therefore, You acknowledge hereby that all of the Customer Data is at Your own risk and that You are entirely responsible for the collection, legality, protection and use of Your Customer Data that is stored on or used in connection with the Platform. Skillo Limited will not be responsible for any damage or loss to You or any other party or disclosure of Your Customer Data (or any damages related thereto) resulting from Your or Your authorised Users’ failure to adequately secure the privacy and/or confidentiality of the Customer Data. 

It is your responsibility to maintain appropriate alternate backup of all Customer Data.

This means that You, and not Skillo Limited, are entirely responsible for all Customer Data that You upload, post, email, transmit or otherwise make available on or through the Services, the consequences of Customer Data’s transmission or publication, as well as for any actions taken by Skillo or other Customers or Users as a result of the Customer Data. Skillo does not claim ownership of Your Customer Data that You submit or make available for inclusion in the Services. Skillo does not control the Customer Data posted on or through the Services and, as such, does not guarantee the accuracy, integrity, confidentiality or quality with respect to any information and/or data contained in any Customer Data. Therefore You represent that all Customer Data provided by You is accurate, confidential, complete and up-to-date.

9.2. Processing of Customer Data

You acknowledge, consent and agree that Skillo may access, preserve and disclose Your Account information and Customer Data if required to do so by any applicable law or in a good faith belief that such access preservation or disclosure is reasonably necessary: 

1. to comply with any applicable legal process; 
2. to enforce the Agreed Terms; 
3. to respond to claims that any Customer Data violates the rights of third parties; 
4. to respond to Your requests for customer service or support; or 
5. to protect the rights, property or personal safety of Skillo, its users and the public.

You understand that technical processing and transmission of the Services, including Your Customer Data, may involve 

1. transmissions over various networks; and 
2. changes to conform and adapt to technical requirements of connecting networks or devices. 

Therefore, You acknowledge and assure hereby that Skillo is allowed to further process Your Customer Data, acting as an authorised processor of such Customer Data on behalf of You for the purposes of performing under the Agreed Terms and the Terms.

9.3. Data retention policy

Upon Termination of an Account, Skillo will take steps in order to remove Customer data from the platform. This may be done between 60 (sixty) and 90 (ninety) days after the termination of an Account. This includes deleting information uploaded by Users or generated by You as well as all the data associated with your Account. 

Where possible, Skillo Limited will do a physical deletion of this information. Otherwise, it will take steps to anonymize the data. All authorised users will be deactivated.

9.4. Admin User Access

The Customer understands and agrees that selected Skillo technical and customer support personnel may require access to the Customer’s Account and the Customer’s Data through the normal course of providing customer support and system administrative services. The Customer hereby consents to such access.

Skillo shall have a royalty-free, worldwide, perpetual licence to use or incorporate into the Service or services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the operation of the Services. Skillo, will decide, on a case-by-case basis, what suggestions, ideas, enhancement requests, feedback or recommendations should be incorporated into our Services.

Data and information shared with other Skillo Customers such as shift requests will be exempt from removal due to data ownership rights being shared across various Customers.

9.5. Privacy Policy

The Privacy Policy can be accessed and read at https://skillo.co.uk/privacyPolicy

10. Non-Skillo Providers

10.1. Acquisition of Non-Skillo Products and Services. 

We or third parties may occasionally make available to Customer third-party products or services, including but not limited to Non-Skillo Applications and implementation, customization and other consulting services. Any acquisition by You of such Non-Skillo products or services, and any exchange of data between You and any Non-Skillo provider, is solely between You and the applicable Non-Skillo provider. We do not warrant or support Non-Skillo products or services. Subject to Integration with Non-Skillo Services, no purchase of Non-Skillo products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.

10.2. Non-Skillo Applications and Your Data. 

If You install or enable Non-Skillo Applications for use with Services, Customer acknowledges that We may allow providers of those Non-Skillo Applications to access Your Data as required for the interoperation of such Non-Skillo Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-Skillo Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-Skillo Applications for use with the Services.

Integration with Non-Skillo Services. The Services may contain features designed to interoperate with Non-Skillo Applications (e.g., Google, Microsoft, etc.). To use such features, Customers may be required to obtain access to such Non-Skillo Applications from their providers. If the provider of any such Non-Skillo Application ceases to make the Non-Skillo Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.

11. Reservation of Rights

Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than expressly set within the Agreed Terms.

You shall not 

1. permit any third party to access the Services except if permitted by Skillo in writing upon request, 
2. create derivative works based on the Services except as authorised by Skillo, 
3. copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets in conjunction with your use of the Skillo Service as authorised by this Agreed Terms, 
4. reverse engineer the Services, 
5. access the Services in order to 
1. build a competitive product or service or 
2. copy any features, functions or graphics of the Services. 

All derivative works of the Skillo Service and all intellectual property rights therein shall be owned exclusively by Skillo. You agree that You, or any third party working on Your behalf, shall not and will not create, develop or design any software application or service similar to the Skillo Service, whether for internal or external use, including but not limited to any applicant tracking system, time card system, or similar application supporting staffing or recruiting functions. A breach of this Section shall be considered a material breach of the Agreed Terms and shall not be subject to any limitations or exclusions set forth.

12. Warranties and Disclaimers

12.1. Our Warranties

We warrant that 

1. we have validly entered into these Agreed Terms and have the legal power to do so, 
2. the services shall perform materially in accordance with the desired outcome, 
3. the functionality of the services will not be materially decreased during a subscription term, and 
4. we will not transmit malicious code to you, provided it is not a breach of subpart 
5. if you or a user uploads a file containing malicious code into the services and later downloads that file containing malicious code. 

12.2. Your Warranties

You warrant that you have validly entered into these Agreed Terms and have the legal power to do so.

12.3. Disclaimer

Skillo Limited is not a Recruitment Company or Temporary Workforce Supplier. We do not engage in contacting, recruiting or signing temporary employment contracts with the goal of enabling profits for third parties. Your use of our Services does not constitute a Recruiter to Contractor relationship. 

12.4. Non-Ga services 

From time to time we may invite you to try, at no charge, our products or services that are not generally available to our customers (“non-ga services”). You may accept or decline any such trial at your sole discretion. Any non-ga services will be designated as beta, pilot, limited release, developer preview, nonproduction or by a description of similar import. Non-ga services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Non-ga services are not considered “services” hereunder and are provided “as is” with no express or implied warranty. Non-ga services may be discontinued at any time in Skillo Limited’s sole discretion and may never be made generally available.

13. Indemnity

You agree to indemnify and hold harmless Skillo Limited, its parent, subsidiaries, affiliates, officers, directors, shareholders, agents, attorneys, employees, partners, licensors and other representatives from and against any claims, losses, damages, liabilities or demands, including reasonable attorneys’ fees, brought by any third party due to or arising out of, or in connection with:

1. Customer Data You upload, control or process through the Platform or the Services;
2. Your use or misuse of the Services;
3. Your access to the Services;
4. Your violation of any applicable law and/or the Agreed Terms;
5. Your violation of any rights of another person or company;
6. any taxes arising in connection with Your purchase or use of the Services in any jurisdiction, domestic or otherwise, including, without limitation, sales, value-added, withholding and use tax.

Skillo Limited reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which You are required to indemnify Skillo, and You agree to cooperate with such defence of these claims.

14. Limitation of Liability

This clause sets out the entire financial liability of Skillo (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer:

1. arising under or in connection with this Terms and Conditions;
2. in respect of any use made by the Customer of the Services or any part of them; and
3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.

Except as expressly and specifically provided in this Terms and Conditions:

1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer and for conclusions drawn from such use;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Terms and Conditions; and
3. The services are provided to the Customer on an “as is” basis.

Nothing in this Terms and Conditions excludes the liability of Skillo:

1. for death or personal injury caused by Skillo’s negligence; or
2. for fraud or fraudulent misrepresentation.

Subject to the above:

1. Skillo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Terms and Conditions; and
2. Skillo’s total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Terms and Conditions shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

This section shall not apply to any breach of proprietary rights or confidentiality.

15. Governing Law & Jurisdiction

Recognizing the global nature of the Internet, the Customer agrees to comply with any and all applicable local, state, national or international laws and regulations regarding online conduct, acceptable Content, including Customer Data, and use of the Services. 

Specifically, the Customer also agrees to comply with all applicable laws regarding the transmission of technical data exported from the country or jurisdiction in which the Customer business is registered.

16. Marketing

You agree to be identified as a customer of Skillo Limited and You agree that Skillo Limited may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Skillo Limited’s marketing materials and the Platform. You hereby grant Skillo an irrevocable, perpetual, worldwide licence to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to Skillo Limited pursuant to this marketing Section.

17. Term

This Agreement will remain in effect for as long as you have an active Skillo Suppliers User or Customer Account.

18. Suspension

18.1. Account Suspension

Customers and/or their Authorised Users who violate the Agreed Terms and/or any applicable law may have their access and use of the Services suspended, at Skillo’s discretion.

18.2. Suspension for non-payment

If You stop paying Your Fee, in addition to any other rights and remedies (including the termination rights set forth in these Agreed Terms), Skillo reserves the right without its liability to suspend Your access to the Services. 

18.3. Other suspension cases

Skillo may immediately suspend Your Account or temporarily disable access to the whole or part of the Platform in the event of

1. any suspected illegal activity or requests by law enforcement or other government agencies
2. unexpected technical or security issues or problems.

Objections to suspension or disabling of Your Account and/or Services should be made to Skillo within 30 (thirty) days of being notified about the suspension. Skillo may terminate a suspended or disabled Account and/or Services after 30 (thirty) days or upon provisions regulating Agreed Terms termination provided hereunder.

Termination by Skillo Limited

The Agreed Terms and Your access to the Services may be terminated under Skillo’s decision to end the provision of the Services and to close the Platform. About such Skillo’s decision, You shall be notified at least 30 (thirty) days prior to its effective day.

Skillo may immediately terminate the Agreed Terms and access to the Services at its sole and absolute discretion without prior notice if You and/or Your authorised Users violate the Agreed Terms and/or any applicable laws and if such violation, in Skillo’s opinion, is an imminent threat to the Platform, the Services’ provision, other Client’s Accounts or constitutes abusive or threatening behaviour; upon requests by law enforcement or other government agencies; upon engagement by You in fraudulent or illegal activities on or through the Platform.

Termination for Cause - The Agreed Terms may be terminated by either party (i.e. You or Skillo Limited) for one of the following causes:

1. in case of breach of the Agreed Terms, including the Terms, by the other party, if the infringement has not been stopped or removed during 30 (thirty) calendar days after receipt of a notice from the aggrieved party asking to do so;
2. immediately if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or
3. immediately in the event of a breach of obligations, as applicable under these Agreed Terms.

• Termination of the Agreed Terms will include:
• denial of access to the Services
• deactivation of Customer Accounts
• deletion of content generated by the Customer that is not linked to other Customers

You assert hereby that Skillo will not be liable to You or to any third party for any harm related to, arising out of or caused by the termination of the Agreed Terms and cancellation of Your Customer Account and attached data.

19. Confidentiality

The Customer, Authorised Users and Skillo agree and undertake to keep confidential and not to disclose to any third party or to use themselves other than for the purposes of this terms and conditions or as permitted under or in accordance with the Agreed Terms, any confidential or secret information in any form directly or indirectly belonging or relating to the other, its or their business or affairs and the Services, disclosed by the one and received by the other pursuant to or in the course of this Agreed Terms or any material related thereto (“Confidential Information”).

20. Force Majeure

You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.

21. Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. 

All Feedback will become the sole and exclusive property of Skillo Limited, and Skillo Limited may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. 

You hereby assign to Skillo Limited any and all rights, titles and interests to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.

22. Contact

Skillo Limited is a private limited company registered in the Registrar of Companies for England and Wales under company number 10950150 and has its registered place of business at 20d Battlers Green Farm, Common Lane, Radlett, England, WD7 8PH, United Kingdom.

Skillo Limited can be contacted

• via email: team@skillo.co.uk
• via telephone: +44 7948 422648