Terms of Service

Introduction

Welcome to Skilro. These Terms of Service ("Terms") constitute a legally binding agreement between you and Skilro ("Company," "we," "our," or "us") governing your access to and use of our website, consultancy services, professional courses, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Services.

Definitions

• "Content" means any information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Services.
• "User," "you," or "your" refers to individuals who access or use the Services.
• "Consultancy Services" refers to the professional consulting, advisory, and implementation services provided by Skilro.
• "Professional Courses" refers to the educational programs, training, and skills development offerings provided by Skilro.
• "Materials" refers to any documents, presentations, code, designs, methodologies, or other intellectual property provided as part of our Services.

Eligibility

To access and use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding contract with us
• Not be prohibited from using the Services under applicable laws
• Complete our identity verification process when required
• Be a resident of a jurisdiction where our Services are available

We reserve the right to refuse access to the Services to anyone for any reason at any time.

Account Registration and Security

Account Creation

To access certain features of our Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

Account Security

You are responsible for safeguarding your account credentials and for any activities or actions under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Professional Information

For certain services, we may request professional information such as your qualifications, experience, and areas of expertise. You agree to provide accurate and verifiable information about your professional background.

Consultancy Services

Service Scope

Our consultancy services include but are not limited to:

• Strategic technical consulting
• Project management and implementation
• Digital transformation advisory
• Technology stack optimization
• Enterprise solution architecture
• Custom software development

The specific scope of services will be defined in a separate Statement of Work (SOW) or service agreement.

Service Delivery

We will make reasonable efforts to deliver our services according to agreed-upon timelines. However, all timeframes provided are estimates only and are not guaranteed. We are not responsible for delays due to factors outside our control or failures to provide required information or resources on your part.

Client Responsibilities

When engaging our consultancy services, you agree to:

• Provide accurate and complete information necessary for service delivery
• Designate a primary contact person with authority to make decisions
• Review and approve deliverables in a timely manner
• Provide necessary access to systems, data, and personnel as required
• Pay all agreed-upon fees according to the payment schedule

Professional Courses

Course Registration

Registration for our professional courses is subject to availability and eligibility requirements specific to each course. We reserve the right to cancel or reschedule courses, or to modify course content, format, or instructors.

Course Materials

Course materials are provided for your personal educational use only. You may not reproduce, distribute, or create derivative works from these materials without our explicit written permission. All intellectual property rights in the course materials remain with us or our licensors.

Participant Conduct

When participating in our courses, you agree to:

• Actively engage in learning activities
• Respect the rights and privacy of other participants
• Not disrupt the course or interfere with other participants' learning
• Complete all required assessments honestly and independently
• Adhere to any code of conduct specific to the course

Certification and Completion

Certificates of completion or achievement may be issued upon successful completion of a course. These certificates represent completion of the specific course and do not constitute professional licensure or certification in any regulated profession.

Intellectual Property Rights

Our Intellectual Property

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Limited License to Users

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Content for personal, non-commercial purposes in connection with your use of the Services.

Client Materials

Any materials, information, or intellectual property you provide to us in connection with our Services remains your property. You grant us a license to use, reproduce, and modify such materials solely for the purpose of providing our Services to you.

Work Product

Unless explicitly stated otherwise in a written agreement, the intellectual property rights in all work product, deliverables, and developments created by us during the provision of consultancy services will belong to Skilro. We grant you a non-exclusive, perpetual license to use these deliverables for your internal business purposes.

Fees and Payments

Fee Structure

We charge fees for our Services, including but not limited to:

• Consultancy service fees (hourly, daily, or project-based)
• Course registration fees
• Subscription fees for ongoing services
• Materials and resources fees

Current fee schedules are available on our website or in specific service agreements and are subject to change.

Payment Terms

You agree to pay all applicable fees and charges according to the payment terms specified in your service agreement, course registration, or as otherwise communicated. Unless otherwise specified, payments are due within 30 days of invoice date.

Late Payments

Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Services until outstanding payments are resolved.

Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, and value-added taxes associated with your purchase of our Services.

Confidentiality

Confidential Information

During the course of our relationship, either party may disclose confidential information to the other. Confidential information includes non-public business information, technical data, business strategies, client lists, and any other information that is marked confidential or would reasonably be understood to be confidential.

Protection Obligations

Both parties agree to:

• Maintain the confidentiality of the other party's confidential information
• Use confidential information only for the purpose of performing obligations under these Terms
• Protect confidential information with the same degree of care used to protect their own confidential information
• Not disclose confidential information to any third party without prior written consent, except as required by law

Exclusions

The confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Was independently developed by the receiving party without use of the confidential information
• Is rightfully received from a third party without a duty of confidentiality

Privacy

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, and protect your personal information. By using our Services, you consent to the collection and use of information as detailed in our Privacy Policy.

Platform Use and Restrictions

Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services for your personal or internal business use.

Prohibited Activities

You agree not to:

• Use the Services in any way that violates any applicable laws or regulations
• Use the Services for any fraudulent or illegal purpose
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use any robot, spider, crawler, scraper, or other automated means to access the Services
• Circumvent any measures we may use to prevent or restrict access to the Services
• Provide false, inaccurate, or misleading information
• Infringe upon the intellectual property rights of others
• Harass, abuse, or harm another person through our Services
• Distribute or post spam, chain letters, or pyramid schemes

Disclaimers and Limitations of Liability

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

No Professional Advice

Our Services may provide information and content related to professional practices, but such information is for informational purposes only. The Services are not a substitute for professional advice, and we are not providing legal, financial, medical, or other professional advice through the Services.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES.

Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another; or (d) your violation of any applicable laws or regulations.

Term and Termination

Term

These Terms will remain in full force and effect while you use the Services.

Termination by You

You may terminate your account at any time by following the instructions on our website or by contacting us. If you have an ongoing service agreement, termination provisions in that agreement will apply.

Termination by Us

We may terminate or suspend your account and access to the Services at any time, without prior notice or liability, for any reason, including if you breach these Terms.

Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Dispute Resolution

Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by the laws of the jurisdiction in which our company is registered, without regard to its conflict of law principles.

Arbitration

Any dispute arising from or relating to these Terms or the Services shall be finally settled by binding arbitration administered by a recognized arbitration authority under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

General Provisions

Entire Agreement

These Terms, along with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and the Company regarding your use of the Services.

Waiver and Severability

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms, without consent, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Notices

Any notices or other communications permitted or required hereunder will be in writing and given by the Company (a) via email (in each case to the address that you provide) or (b) by posting to the website.

Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and the Company.

Service Level Agreements

For certain consultancy services, we may offer specific Service Level Agreements (SLAs) that outline performance metrics, response times, and remedies for failure to meet agreed-upon service levels. These SLAs will be provided in separate written agreements and are incorporated into these Terms by reference.

Changes to Terms

We may revise these Terms from time to time. The most current version will always be posted on our website. If a revision, in our sole discretion, is material, we will notify you via email to the email address associated with your account or through a notice on our website. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms.

Contact Information

If you have questions about these Terms, please contact us at:

• Email: legal@skilro.com
• Postal Address: [Skilro Physical Address]

By using our Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.

Last Updated: May 1, 2023