SKILLSHUB TERMS OF USE

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Please read these terms and conditions carefully.

1. Definitions
   In this Contract, the following definitions shall apply:
   Authorised User: the Subscriber’s staff as set out in the Order and any additional persons provided access to Skillshub and the Downloadable Content with the prior written consent of MTD;

   Contract: means these terms and conditions of use as updated from time to time under clause 15;

   Downloadable Content: means any text, images, video, audio or other multimedia, software or other information or material downloaded from, submitted to or on Skillshub or provided as part of Skillshub LMS Service;

   Initial Term: the period of subscription by a Subscriber and starting on the date set out in the Order;

   Intellectual Property Rights: means rights such as copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).

   MTD: means Management Training & Development Limited, company registration number 04345673 whose registered office is at 5 Orchard Court, Binley Business Park, Binley, Coventry, West Midlands, CV3 2TQ;

   Order: means the order for subscription to Skillshub, the Downloadable Content or Skillshub LMS Service from MTD by the Subscriber set out in MTD’s order form.

   Renewal Date: each anniversary of the first day of the Initial Term

   Skillshub: this website and references in these terms to Skillshub includes the following websites: www.skillshub.com, and all associated web pages;

   Skillshub LMS Service: the service provided by MTD to a Subscriber wishing to receive the Downloadable Content from MTD to be viewed on its own internal learning management system.

   Subscriber: the person or business named as the subscriber in any application for access Skillshub, the Downloadable Content or Skillshub LMS Service;

   Subscription Fee: the subscription fee payable by the Subscriber to MTD for access to Skillshub and the Downloadable Content or Skillshub LMS Service as set out in the Order;

   Term: means the period starting on the first day of the Initial Term and ending on the date this Contract is terminated pursuant to clause 10;

   Trial Period: the period of one week starting from the date on which the Subscriber receives an acknowledgement email in accordance with clause 4;

2. About these terms
   1. Skillshub is a division of Management Training & Development Limited.
   2. This Contract details the rights and obligation of MTD and the Subscriber in relation to the Subscriber’s use of Skillshub and access to the Downloadable Content contained on Skillshub or received as part of Skillshub LMS Service. The Subscriber should read this Contract carefully before subscribing to Skillshub or accessing the Downloadable Content.
   3. By accessing or using Skillshub or the Downloadable Content, the Subscriber agrees to be bound by this Contract and the documents referred to in them. If the Subscriber does not agree with or accept any of the terms of this Contract, the Subscriber should stop using Skillshub and the Downloadable Content immediately.
   4. If the Subscriber has any questions about Skillshub, please contact MTD by:
      1. e-mail: [email protected] (Monday to Friday: 9am to 5pm), or
      2. telephone: 02476 998 101 (Calls will be answered, Monday To Friday: 9am To 5pm).
   5. A Subscriber’s use of Skillshub means that the Subscriber must also comply with MTD’s privacy policy and cookie policy where applicable.
   6. The Subscriber acknowledges that in entering into this Contract it is not relying on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract or any document expressly referred to in them.
   7. MTD and the Subscriber each agree that neither shall have any claim against the other for innocent or negligent misrepresentation based on any statement in this Contract.
3. Subscription to Skillshub
   1. During the Trial Period, the Subscriber may access Skillshub free of charge, but will only be able to download pdf text documentation and not any videos or other multimedia or use Skillshub LMS Service.
   2. You subscribe to access Skillshub for the Free Trial by completing your details and clicking ‘Submit’. Please read and check your details carefully before submitting it. However, if you need to correct any errors you can do so before submitting it to us. In any event, before you subscribe you must check that the hardware and software requirements of your computer or device mean that you can access Skillshub.
   3. When you subscribe to Skillshub (eg when you click on the ‘submit’ button), we will acknowledge it by email.
   4. Once you have clicked on the ‘submit’ button (see clause 3) and received the acknowledgement email (see clause 3.4) you will be provided with access to Skillshub using your subscription.
   5. By subscribing to Skillshub the Subscriber confirms that he or she has authority to bind any business on whose behalf the Subscriber subscribes to Skillshub.
   6. This Contract and any document expressly referred to in them constitutes the entire agreement between MTD and the Subscriber and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between MTD and the Subscriber, whether written or oral, relating to its subject matter.
   7. Following the Trial Period, MTD may contact the by email and/or telephone, such contact is for marketing purposes only.
   8. If a Subscriber wishes to access Skillshub after the end of the Trial Period, the Downloadable Content or Skillhub LMS Service the Subscriber should advise MTD whether it wishes to subscribe to Skillshub and the Downloadable of Skillshub LMS Service.
   9. MTD shall send the Subscriber an order form setting out the details of the Order with MTD and the Subscriber shall accept such Order on these terms and conditions by signing and returning the Order to MTD and this will result in the Subscription Fee becoming payable in accordance with clause 6.
4. Using Skillshub
   1. Access to Skillshub and the Downloadable Content is personal to the Subscriber and the Authorised User and the Subscriber and the Authorised User undertakes not to share its password and other account details with anyone except as agreed in writing with MTD.
   2. The Subscriber agrees that it is solely responsible for all costs and expenses incurred by it in relation to your use of Skillshub.
   3. The Authorised User and the Subscriber is responsible for keeping all passwords and other account details confidential and ensuring that any other person given those passwords and account details keeps them confidential.
   4. Skillshub and the Downloadable Content is intended for use only by those who can access it from within the UK. If the Subscriber or any Authorised User chooses to access Skillshub or the Downloadable Content from locations outside the UK, it is responsible for compliance with local laws where they are applicable.
   5. MTD may prevent or suspend a Subscriber’s and any Authorised User’s access to Skillshub or any Downloadable Content or suspend Skillshub LMS Service if a Subscriber does not comply with any part of this Contract, any terms or policies to which they refer or any applicable law.
   6. MTD may suspend or terminate operation of Skillshub or amend or remove any of the Downloadable Content at any time as we see fit.
   7. As a condition of the Subscriber’s and the Authorised User’s use of Skillshub or the Downloadable Content, the Subscriber and the Authorised User agrees:
      1. not to use Skillshub for any purpose that is unlawful under any applicable law or prohibited by this Contract;
      2. not to use Skillshub to commit any act of fraud;
      3. not to use Skillshub to distribute viruses or malware or other similar harmful software code;
      4. not to use Skillshub for purposes of promoting unsolicited advertising or sending spam;
      5. not to use Skillshub to simulate communications from MTD or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
      6. not to use Skillshub in any manner that disrupts the operation of our Skillshub or business or the website or business of any other entity;
      7. not to use Skillshub in any manner that harms minors;
      8. not to promote any unlawful activity;
      9. not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing;
      10. not to use Skillshub to gain unauthorised access to or use of computers, data, systems, accounts or networks;
      11. not to attempt to circumvent password or user authentication methods; and
      12. to comply with the provisions relating to our intellectual property rights and software contained in these terms.
   8. The Downloadable Content:
      1. is made available on a non-exclusive licence to each Subscriber and each Authorised User. MTD may supply the same or similar Downloadable Content to other users;
      2. may be used only by the Subscriber and an Authorised User;
      3. may not be:
         a) copied by the Subscriber or an Authorised User;
         b) changed by the Subscriber or an Authorised User (which means, in particular, that the Subscriber or an Authorised User is not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from it, except where any of this is allowed by law);
         c) combined or merged with, or used in, any other computer program;
         d) distributed or sold by the Subscriber or an Authorised User to any third party;
      4. contains information which is owned by MTD or third parties or both. The Subscriber and an Authorised User must not conceal, change or remove any markings which show who owns this information, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings.
   9. Except where the Subscriber or an Authorised User has permission to use the digital Downloadable Content under clause 6, the Subscriber or an Authorised User will not obtain any rights of ownership or other rights (of whatever nature) in the digital Downloadable Content or in any copies of it.
   10. The Subscriber is responsible for the use by all Authorised Users’ of Skillshub and the Downloadable Content and their compliance with these terms and conditions.
5. Skillshub LMS Service
   1. Skillshub LMS Service will not be available during the Trial Period.
   2. If the Subscriber has subscribed to receive the Downloadable Content via Skillshub LMS Service, MTD and the Subscriber shall agree the Downloadable Content you shall receive from MTD and details of how this can be done.
   3. A Subscriber to Skillshub LMS Service undertakes to MTD that the Subscriber has a password protected learning management system and no third party shall have access to the Subscriber’s learning management system of the Downloadable Content.
   4. If the Subscriber has subscribed to Skillshub LMS Service MTD may deliver your Downloadable Content in instalments.
   5. The terms of this Contract shall apply to a Subscriber to Skillshub LMS Service and all Downloadable Content received by the Subscriber as part of such service in the same manner that they apply to the Downloadable Content accessible through Skillshub.
6. Charges and Payment
   1. After the Trial Period, should the Subscriber wish to continue access to Skillshub or subscribe for Skillshub LMS Service, the Subscriber shall pay MTD the Subscription Fee in accordance with the payment schedule and payment dates agreed between MTD and the Subscriber.
   2. Payment shall be made within thirty (30) days of the date of a correct and valid invoice, to a bank account nominated in writing by MTD.
   3. All amounts payable by the Subscriber exclude amounts in respect of value added tax (VAT), which the Subscriber shall additionally be liable to pay to MTD at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
   4. If the Subscriber fails to make any payment due to MTD under this Contract by the due date for payment, then, without limiting MTD’s remedies under clause 10(Termination):
      1. the Subscriber shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
      2. MTD may suspend access to Skillshub until payment has been made in full.
   5. All amounts due under this Contract from the Subscriber to the Marketing Consultant shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
   6. After the Initial Term, MTD reserve the right to revise the Subscription Fee on each Renewal Date in accordance with MTD’s prevailing rates at the time. Any such revision will be notified to the Subscriber at least four weeks before the Renewal Date. The provision of additional services above the services available at the date of this Contract, or which may be made available in after the date of this Contract may attract further charges.
7. Ownership, use and intellectual property rights
   1. Skillshub, the Downloadable Content and all Intellectual Property Rights in them are owned by MTD, its licensors or both (as applicable). MTD and its licensors reserve all rights in any intellectual property in connection with Skillshub or the Downloadable Content.
   2. Nothing in this contract grants the Subscriber or an Authorised User any legal rights in Skillshub or any Downloadable Content other than as necessary to enable the Subscriber or an Authorised User to access Skillshub or the Downloadable Content during the Term.
   3. The Subscriber or an Authorised User will:
      1. not use any Intellectual Property owned by MTD (or its licensors) otherwise than for the purposes set out in this contract or agreed to in writing in advance by MTD;
      2. not take or authorise any action whereby the Intellectual Property Rights will or might be jeopardised or invalidated;
      3. at MTD’s request and expense, assist MTD in maintaining the validity and enforceability of MTD’s Intellectual Property Rights; and
      4. immediately inform MTD of any actual or threatened infringement of MTD’s Intellectual Property Rights of which it becomes aware.
      5. not adjust to try to circumvent or delete any notices contained on Skillshub (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within Skillshub or the Downloadable Content.
8. Software
   1. Software may be made available by MTD for the Subscriber or an Authorised User to download in order to help Skillshub work better. The Subscriber or an Authorised User may only use such software if it agrees to be bound by the terms and conditions that apply to such software (e.g. the ‘end user licence agreement’ or ‘EULA’). The Subscriber will be made aware of any terms and conditions that apply to the software prior to downloading it. If the Subscriber or an Authorised User does not accept such terms and conditions, the Subscriber or an Authorised User will not be allowed to download the software. The Subscriber should read any terms and conditions carefully.
   2. Using the software in an unlawful way (such as reproducing or redistributing it in a way that breaches this Contract and any others that apply to it) is expressly prohibited and may result in civil and criminal penalties.
9. Accuracy of information
   1. While MTD try to make sure that Skillshub and the Downloadable Content is accurate, up-to-date and free from bugs, MTD cannot promise that it will be. Furthermore, MTD cannot promise that Skillshub and the Downloadable Content will be fit or suitable for any purpose. Any reliance that the Subscriber and any Authorised User may place on the information on Skillshub and the Downloadable Content is at the Subscriber’s and an Authorised User own risk.
   2. Downloadable Content is provided for the Subscriber’s or an Authorised User’s general information and guidance purposes only. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
   3. While MTD try to make sure that Skillshub and the Downloadable Content is available for the Subscriber’s and an Authorised User’s use, MTD do not promise that Skillshub and the Downloadable Content will be available at all times nor does MTD promise the uninterrupted use by the Subscriber or an Authorised User of Skillshub and the Downloadable Content.
10. Termination
    1. Either party may terminate this Contract without notice during or at the end of the Trial Period.
    2. The Subscriber may terminate this Contract on each Renewal Date by giving MTD not less than one month’s notice in writing
    3. MTD shall be entitled to terminate this Contract immediately and at any time if the Subscriber:
       1. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if MTD reasonably believes that to be the case;
       2. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
       3. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
       4. has a resolution passed for its winding up;
       5. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
       6. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
       7. has a freezing order made against it;
       8. is subject to any recovery or attempted recovery of items supplied to it by a Contractor retaining title to those items;
       9. is subject to any events or circumstances analogous to those in clauses 6.1.1 to 6.1.9 in any jurisdiction;
       10. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 6.1.1 to 6.1.10 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
    4. Either party may at any time by notice in writing to the other party terminate this Contract as from the date of service of such notice whenever any of the following events occurs:
       1. there is a breach by the other party of any provision hereof which expressly entitles the non-breaching party to terminate this Contract; or
       2. the other party commits a material breach of any of its obligations hereunder which is not capable of remedy or, if capable of remedy, is not remedied within a reasonable time (agreed between the parties at the time), after receipt of written notice from the non- breaching party of its intention to terminate.
    5. MTD may write to the Subscriber to terminate this contract at any time should MTD decide that it is going to stop providing Skillshub or Skillshub LMS Service. MTD will let the Subscriber know at least 14 days in advance and will refund (in accordance with clause 1.3) on a pro rata basis any sums the Subscriber has paid in advance for access to Skillshub or Skillshub LMS Service which will not be available.
    6. Termination of this Contract, as provided by this clause 10, shall not prejudice or affect any right of action or remedy which shall have accrued or which may thereafter accrue to MTD or the Subscriber.
11. Effects of cancellation
    1. In the event of termination of this Contract:
       1. the Subscriber shall make payment in respect of all invoices submitted by MTD for services delivered up to the time of expiry of the relevant notice and termination of this Contract;
       2. the Subscriber and an Authorised User will return or destroy any Downloadable Content held by it within 14 days.
       3. where this Contract is cancelled in accordance with clause 5, MTD will make any reimbursement due without undue delay, and not later than 14 days after the date of termination.
    2. The obligations of the parties set out in this Contract and any other provisions expressed to survive termination of this Contract shall survive termination or expiry of this Contract howsoever arising.
12. Limitation on our liability
    1. Liability not excluded
       Notwithstanding any other provision of this Contract, the liability of the parties shall not be limited in any way in respect of the following:
       1. death or personal injury caused by negligence;
       2. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
       3. fraud or fraudulent misrepresentation;
       4. any other losses which cannot be excluded or limited by applicable law;
    2. Limitation on Liability
       Subject to clause 12.1 and clause 12.4, the entire liability of either party to the other under this Contract in respect of all other losses arising under or in connection with this Contract, whether in tort (including negligence), contract, breach of statutory duty, or otherwise, shall in no circumstances exceed the Subscription fee.
    3. Exclusion of Liability
       1. Subject to clause 1 and clause 12.4, neither party shall in any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for and of the following (whether direct or indirect):
          a) any loss of profits or business or revenue or goodwill or savings, discount or rebate (whether actual or anticipated);
          b) loss or corruption of data  or Software insofar as it is inherently incapable of being re-constituted and returned to a fully operational state;
          c) any harm to reputation or loss of opportunity or use
       2. Subject to clause 1 and clause 12.4, neither party shall in any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for consequential, indirect or special losses.
    4. Indemnity
       Subject always to MTD’s proper observance of its obligations under this Contract, the Subscriber and any Authorised User shall fully indemnify MTD against all claims, demands, actions, costs, expenses (including but not limited to full legal costs and disbursements on a solicitor and client basis), losses and damages suffered by MTD and arising from or incurred by reason of any claim by any third party of infringement or alleged infringement  by MTD resulting from MTD’s use of any copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered) and all other similar proprietary intellectual property supplied by the Subscriber to MTD. This indemnity shall include, but not be limited to, the costs and expenses incurred by MTD in the defence of such alleged infringement.
13. Events beyond our control
    1. MTD shall have no liability to the Subscriber or any Authorised User for any breach of this Contract caused by any event or circumstance beyond MTD’s reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
    2. If something happens which:
       1. is outside of MTD’s control; and
       2. affects the Subscriber or an Authorised User being able to access Skillshub or the Downloadable Content;
    MTD will let the Subscriber have a revised time for when the Subscriber can expect to be able to access Skillshub or the Downloadable Content;
14. Rights of third parties
    No one other than a party to this Contract has any right to enforce any of the terms o this Contract.
15. Variation
    MTD reserve the right to vary this Contract from time to time. Updated terms will be displayed on Skillshub and by continuing to use and access Skillshub following such changes, the Subscriber agrees to be bound by any variation made by MTD. It is the Subscriber’s responsibility to check for variations from time to time to verify such variations.
16. Disputes
    1. MTD will try to resolve any disputes with the Subscriber quickly and efficiently.
    2. If the Subscriber is unhappy with MTD please contact MTD as soon as possible.
    3. If the parties cannot resolve a dispute using MTD’s complaint handling procedure, MTD will let the Subscriber know that it cannot settle the dispute with the Subscriber.
    4. If the Subscriber wants to take court proceedings, the relevant courts of the England and Wales will have exclusive jurisdiction in relation to this Contract.
    5. Relevant English law will apply to this Contract.