General conditions

SkillsTown B.V. is a private company with limited liability, having its registered office and place of business in Eindhoven (5612 LX), the Netherlands, and registered under KvK number 62780506, with VAT number NL854954363B01.

Code of Conduct
SkillsTown is a member of the Dutch Council for Training and Education (NRTO) and conforms to this Code of Conduct.

Complaints procedure
Click here to view SkillsTown's complaints procedure.

Article 1. Definitions

In these Terms and Conditions of SkillsTown, the terms below shall have the following meanings:

A. Customer	Any party entering into an Agreement with SkillsTown or requesting a quote from SkillsTown
B. SkillsTown	The private limited liability company "SkillsTown B.V."
C. Parties/Party	Customer/User and/or SkillsTown.
E. User	A natural person, working in the organization of Customer or itself Customer, who by virtue of the Agreement has the right to access and use the Content made available by SkillsTown.
F. SkillsTown eLearning Service.	Offering, providing and keeping available the agreed Online Learning Solutions for use by a User through the SkillsTown eLearning Portal.
G. SkillsTown eLearning Portal	SkillsTown's website for the use of the Online Learning Solutions, which the User accesses through the Login.
H. Online Learning Solutions	The range of online learning solutions offered by SkillsTown to the Customer/User in individual components or in their entirety, consisting of, among other things, individual courses, packaged courses, webinars, scans, and testable information.
I. Infringement	An infringement of SkillsTown's intellectual property rights.
J. Agreement	Any Agreement and/or other type of legal relationship(s) between the Parties relating to the provision of Services, any amendment or addition thereto, as well as all (legal) acts in execution of such Agreement(s).
K. Login	Access to Online Learning Solutions.
L. Reimbursement	The fee payable by Customer to SkillsTown for Services performed by SkillsTown.
M. Virus	Anything (including software, code, file, or program) that prevents, limits, or otherwise adversely affects the operation of computer software, hardware or network, telecommunications service, equipment, network, or other service or device; prevents, limits, or otherwise adversely affects the operation of any program or data including the reliability of any program; or adversely affects the user experience, including worms, trojan horses, and other similar things or means.
N. Content	The content or end result of the service made available to the Customer/User.
O. IP rights	All intellectual property and related rights, such as copyright, trademark and database rights.
P. Services	All services offered by SkillsTown (in the broadest sense).
Q. Webshop	SkillsTown's web shop, available at shop.skillstown.com, where one or more SkillsTown Services may be purchased for a fee.
R. Principal	The legal entity qualified as such within the meaning of the AVG that determines the purposes and means of processing personal data.

Article 2. Applicability

The following Terms and Conditions apply to, and form an inseparable part of, all our offers, quotations, orders, Agreements, order forms and performance thereof. Please read them carefully.
These General Terms and Conditions shall at all times prevail over the general terms and conditions of the User/Purchaser.
In the event that these General Conditions have once been applicable to a legal relationship between SkillsTown and the Customer, the Customer is deemed to have agreed in advance to the applicability of these General Conditions to agreements concluded and to be concluded thereafter.
Only in accordance with these Terms and Conditions do we offer you the use of our services. If you do not agree to these terms then you cannot use our services.
In all cases in which the Agreement with the Customer terminates, these General Terms and Conditions shall continue to govern the relations between the Parties to the extent necessary for their settlement, or to the extent that it follows from the nature of the clause in question.

Article 3. Agreement

An Agreement is established only by (i) written acceptance by SkillsTown of an order, registration or assignment from the Buyer, (ii) by the signing of an Agreement by both Parties, or in the case of the Buyer using the Webshop (iii) by an order from the Buyer through the Webshop and confirmation of the order by SkillsTown by e-mail to the Buyer.
Quotations and offers of SkillsTown are revocable, non-binding and valid for the term indicated therein. If no term is indicated, the quotation or offer is valid until thirty (30) days after the date the quotation or offer was issued.
Additions and amendments to the Agreement can only be agreed in writing by SkillsTown and the Customer. SkillsTown is at all times entitled - where applicable - to change, reduce and/or remove the scope, content and/or functionalities of Content and/or Services. If, in the opinion of SkillsTown, there is a substantial change, it will notify the Customer of that change in advance. If, in the opinion of SkillsTown, the change gives cause to do so, SkillsTown will consult with the Customer about a possible reduction of the Fee agreed for the Content and/or Services.

Article 4. Price and payment

The prices used can be requested from SkillsTown. SkillsTown reserves the right to apply different prices and conditions. Unless otherwise indicated, SkillsTown's prices are communicated in euros, excluding VAT and any other taxes and duties.
In case Customer orders a Service through the Webshop, payment shall be made immediately in the manner stated in the Webshop. Payment of other orders takes place on the basis of an invoice sent by SkillsTown.
Any Logins for will not be provided to Customer by SkillsTown until after full payment of the Fee is received by SkillsTown.
Invoicing is on the basis of an invoice sent digitally to an e-mail address provided by the Customer. Payment should take place within fourteen days after the invoice date, by transfer of the amount due to the bank account mentioned on the invoice. SkillsTown has the right to require prepayment, cash payment and/or security for payment from the Customer.
If the Customer has not paid the amount due in full by the due date of the invoice, SkillsTown will send the Customer a payment reminder in which the Customer will be given the opportunity to still pay within 15 days after receipt of that reminder. If the Customer has not paid the amount due in full within that period, the Customer is in default without further notice.
If the Customer does not pay within the term referred to in article 4 paragraph 6, SkillsTown will charge extrajudicial collection costs and legal (commercial) interest in accordance with the applicable legal regulations. In case of non-timely payment SkillsTown will hand over the claim to a collection agency.
Customer is not authorized to suspend or set off payments due to (alleged) shortcoming(s) by SkillsTown.
One year after the effective date and each subsequent year during the term of the Agreement, SkillsTown may index the Fee payable by the Customer. SkillsTown shall provide written notice to the Customer of such indexation of the Fee at least 30 calendar days prior to its effective date.

Article 5. Commencement, duration and termination of Agreement.

The main rule is that the Agreement commences at the time specified in the Agreement between Buyer and SkillsTown.
Notwithstanding the main rule, the SkillsTown eLearning Service shall commence at the time SkillsTown has provided the Logins to the Customer. SkillsTown will provide Customer with a number of Logins equal in number to the number of Users included in the Agreement after full payment of the Fee.
Unless otherwise described in the Agreement, the SkillsTown eLearning Service is provided for the term of 1 year from the time SkillsTown provides the Login as referred to in Article 5.2. After the expiration of the 1-year term, the SkillsTown eLearning Service is automatically renewed annually for another 1-year term.
The Customer may terminate the Agreement with SkillsTown (subject to at least 1 month's notice) in writing only by the end of the current contract year. In the event of early termination, the Customer will continue to owe Skillstown the full Fee, regardless of whether Services are still being purchased at any time. Only that part of the Fee that relates to contract years located after the current contract year are eligible for credit. If a discount has been granted to the Customer, it applies that this discount, in case of premature termination of the Agreement by the Customer, lapses and will be charged to the Customer by SkillsTown by means of a separate invoice.

Article 6. Use of Login and the Service

Insofar as the consent to these General Terms and Conditions by the Customer has not already been apparent at an earlier stage, the use (or causing the use) of the Login by (employees of) the Customer automatically implies consent to and application of these General Terms and Conditions by the Customer.
SkillsTown is not obliged to have the Services available at all times uninterrupted or without errors and SkillsTown accepts no liability therefor. However, SkillsTown will use its best efforts to keep the Services continuously available as described in the attached Service Level Agreement.
Subject to Customer's full and timely payment of the Fee applicable to the Services, SkillsTown grants Customer the non-exclusive, non-transferable and non-sublicensable right to use the SkillsTown eLearning Portal and the Content contained therein for a limited period of time in accordance with the provisions of the Agreement. Without prejudice to the other provisions of the Agreement, the Customer's right of use includes only the right, in accordance with SkillsTown's instructions and specifications:
1. remotely access the SkillsTown eLearning Portal and the Content contained therein;
2. Visualize, access and operate the Content from the SkillsTown eLearning Portal;
3. save or print non-substantial portions of the Content;
4. adopt by way of quotation (subject to Section 15a Copyright Act) Content from SkillsTown eLearning Portal in documents created, used or transmitted in the ordinary course of the Customer's business.
Customer is only entitled to provide Logins granted by SkillsTown to its own employees who need the Logins to access the SkillsTown eLearning Portal. Customer is only entitled to provide one Login per employee and each User shall keep their Login confidential. At SkillsTown's first request, the Customer shall inform SkillsTown of the identity of the employees referred to in the first sentence.
The Customer is responsible for keeping the Logins secret. As soon as the Customer knows or has reason to suspect that the Logins have fallen into the hands of unauthorized persons, the Customer must notify SkillsTown immediately, without prejudice to the Customer's own responsibility to take immediate and effective action, for example by changing its Logins or those of its Users. The Customer is at all times responsible and liable for the use made by third parties through the Customer's Logins. Customer shall indemnify SkillsTown for all damages and costs resulting from and/or related to the use of Logins by third parties.
Customer guarantees that he and Users who use the SkillsTown eLearning Portal with the Login provided to Customer, will not store, distribute or transmit any material that qualifies as a Virus, whereby SkillsTown reserves the right to terminate or suspend all or part of the SkillsTown eLearning Service in such case without any liability for damages therefor.
The right to use an Online learning solution is limited to the activities for the benefit of the internal organization of the Customer itself. It is therefore not permitted to transfer and/or (sub)license this right to third parties.
Conduct qualifying as abuse is strictly prohibited. Abuse is not limited to causing malfunctions or defects with respect to the SkillsTown eLearning Portal or servers of SkillsTown or third parties intentionally or as a result of deliberate recklessness and infringing in any other way on the software or systems of SkillsTown or third parties.
It is forbidden to use the SkillsTown eLearning Portal for unlawful acts, for acts contrary to generally accepted norms and for committing criminal acts. This includes the infringement of any (intellectual) property rights of SkillsTown or third parties, the spreading of secret or confidential information, the unbecoming, illegal or punishable spreading of texts, criminal data traffic and illegal infringements on the systems on which the SkillsTown service depends, among which the spreading of viruses, worms et cetera.
SkillsTown has the authority to recover from Customer all forms of damages resulting from unauthorized use and all other forms of misuse of the Logins and/or the SkillsTown eLearning Portal.
The SkillsTown eLearning Portal is compatible with the following browsers: (this under the condition that they contain the latest updates and are supported by the vendors).
- Mozilla Firefox
- Google Chrome
- Apple Safari
- Microsoft Edge
- Internet Explorer 11 (Windows 10) supported until June 15, 2022
- Internet Explorer 11 (Windows 7) supported until Jan. 14, 2020
SkillsTown content created using Easygenerator is compatible with the following browsers: (this under the condition that it contains the latest updates and is supported by the vendors).
- Mozilla Firefox
- Google Chrome
- Apple Safari
- Microsoft Edge
- Internet Explorer 11 supported until September 1, 2021

Article 7. Maintenance

Unless otherwise agreed, SkillsTown may temporarily keep the SkillsTown eLearning Portal or one or more parts thereof offline and/or limit its use in the event that, in SkillsTown's judgment, this is necessary, for example, for the purpose of preventive maintenance or making corrections or modifications. SkillsTown shall notify the Customer as soon as possible of the temporary unavailability or restricted use of the SkillsTown eLearning Portal, if that will reasonably have a material impact on the Customer's business operations. In cases of emergency as a result of which the SkillsTown eLearning Portal must be taken offline with immediate effect or the use of the SkillsTown eLearning Portal must be restricted, SkillsTown shall notify Customer as soon as reasonably possible.

Article 8. Added content

The Customer and User can independently add content to the SkillsTown eLearning Portal, which content is available exclusively to the Users who can use the SkillsTown eLearning Portal under license from the Customer. SkillsTown has no control over, and is not responsible for the legality, correctness and completeness of the content added through the SkillsTown eLearning Portal by the Customer or User, even if this content was added at the initiative of the Customer or User by SkillsTown or by the Customer or User itself based on the advice or instructions of SkillsTown. For all damages or claims of third parties in any connection with content added to the SkillsTown eLearning Portal by or on behalf of the Customer or User, SkillsTown bears no liability. In this regard, the party on whose initiative content is added to the SkillsTown eLearning Portal bears the responsibility that she may upload, manage, keep and use this content without infringement of copyrights and other rights of intellectual property of third parties, through the SkillsTown eLearning Portal. It indemnifies SkillsTown from all claims of third parties in this regard. For the rest, the Customer and Users will not abuse the Services of SkillsTown and will refrain from spreading prohibited and/or unlawful content.
SkillsTown shall at all times be entitled, if it deems it has good reason to do so, to remove the content posted by or on behalf of the Customer or User on the SkillsTown eLearning Portal without SkillsTown being in any way liable to the Customer, User or third parties as a result of such removal.

Article 9. Reorders, supplements and extensions.

During the term of the Agreement, it is possible for Customer, by means of a Further Order, to request SkillsTown to:expand the number of Online Learning Solutions to which a specific User has access under its existing Login (hereinafter "Additional Online Learning Solution");

a. expand the number of Users during the SkillsTown eLearning Service for whom one or more Online Learning Solutions are made available ("Additional Users"); c. extend the duration of the SkillsTown eLearning Service for an individual User.

Further Orders may be placed by Buyer at any time and set forth in a new agreement.
It is at SkillsTown's discretion whether or not to accept the Further Order. Acceptance of a Further Order will be confirmed by SkillsTown by sending an invoice for that Further Order to the Buyer.
In the cases mentioned in Article 9 paragraph 1, as far as each Online Learning Solution is concerned, there is an additional SkillsTown eLearning Service ("Additional SkillsTown eLearning Service"). The Additional SkillsTown eLearning Service commences when SkillsTown has received payment of the Further Order, and respectively:a. an Additional Online Learning Solution is linked to and available to the User under its Login; b. SkillsTown has provided the Login for the benefit of an Additional User to the Customer.
Article 5.4 shall in each case apply accordingly to the duration of the Additional SkillsTown eLearning Service.
The offer of the Online Learning Solutions on the basis of which Further Orders may be placed may be unilaterally changed by SkillsTown and may be inspected by the Customer upon request.

Article 10. Delivery Terms

All (delivery) terms mentioned or agreed by SkillsTown are not fatal terms. SkillsTown makes a proper effort to meet (delivery) deadlines as much as possible.
SkillsTown is entitled to suspend the fulfilment of its obligations under an Agreement in case the Customer does not fully and/or timely fulfil its (payment) obligations. Adverse consequences of suspension are at the risk of the Customer.

Article 11. Performance of Services

SkillsTown performs all Services on the basis of an obligation of effort.
In case there are changes or additions at the request of the Customer which result in changing the scope of the agreed Services, for example by extra work, the possible extra work resulting from that will be compensated by the Customer according to the rates of SkillsTown valid at the time of execution of this extra work.
In case it is agreed that the Services will be provided by a certain person, SkillsTown is always entitled to replace this person by one or more other equally qualified persons.
In case SkillsTown provides the Service in phases, SkillsTown is entitled to postpone the commencement of the work for a phase until the Customer has approved in writing the results of the previous phase.

Article 12. Personal data

SkillsTown processes personal data provided by the Client in accordance with the AVG, as also further elaborated in SkillsTown's Privacy Statement. The Client guarantees that the data subjects whose personal data is provided have been informed about the processing of their data by SkillsTown.

Article 13. Liability

In the event that SkillsTown is liable to the Customer for damages, the liability, regardless of the basis of the liability, shall in all cases be limited to:

a. compensation for direct damages (liability for indirect damages, losses, loss or expenses - such as, for example, consequential damages, damages for delay, loss of profits, lost sales, loss of goodwill - is therefore excluded; and

b. the amount of the Fee paid by the Customer to SkillsTown in the current contract year under the Agreement concluded between the Parties.
The limitation of liability in Article 13.1 does not apply to damage resulting from intentional or deliberate recklessness.
The Customer indemnifies SkillsTown against claims from Users.

Article 14. Intellectual property rights.

All IP Rights that rest on the Services provided under the Agreement and on the Content, rest exclusively with SkillsTown and/or its licensors, unless expressly agreed otherwise in writing. The provisions of this article constitute a reservation in the sense of article 15 paragraph 1 Copyright Act.
The Customer is not allowed to remove or change any indication concerning IP Rights in the (results of the) Services.
SkillsTown explicitly does not waive the rights mentioned in article 25 Copyright Act.
In case the IP-Rights on (a part of) the Services, and/or Content belong to licensors of SkillsTown, the Customer might have to accept the license terms and conditions of these third parties in order to use (all functions of) the Services. If the Customer does not wish to do so, it will not have any claim against SkillsTown in this respect.
In the event that it is irrevocably established in court that the Services and/or Content provided by SkillsTown infringe any IP Right belonging to a third party or in the event that in the opinion of SkillsTown there is a reasonable chance that such an infringement will occur, SkillsTown will ensure, if possible, that the Customer can continue to use the Service (or something functionally equivalent) undisturbed. Any other or further liability or indemnity obligation of SkillsTown due to infringement of IP Rights of a third party is entirely excluded.
Customer guarantees to act in accordance with the provisions of the Agreement and will notify SkillsTown as soon as possible after becoming aware of the indications of an Infringement.
SkillsTown is entitled to decide in its sole discretion whether, and if so by what means, it wishes to act against a Breach. Under no circumstances is the Customer independently authorized to act against third parties in or out of court with regard to Infringement.
If requested, the Customer will give all reasonable co-operation to SkillsTown for legal measures to be taken against third parties as a consequence of an Infringement.
The Buyer will also inform SkillsTown as soon as possible if a third party claims that the License would infringe his/her rights.
The Customer is permitted to post content in the SkillsTown eLearning Services. All (intellectual) property rights to the content posted by Customer in the SkillsTown eLearning Services belong exclusively to Customer or its licensors. SkillsTown does not acquire any usage rights over this content and is not entitled to make any content modifications to this content. SkillsTown is never liable for the added content.

Article 15. Force Majeure

SkillsTown is never liable in case of a situation of Force Majeure. As far as compliance is not permanently impossible, its obligations are suspended.
Parties are entitled to dissolve the Agreement, without any obligation of compensation to one of the Parties in that case, if the period in which fulfilment of the Agreement is not possible due to Force Majeure lasts or will last longer than thirty days.
If at the occurrence of the Force Majeure SkillsTown has already partly fulfilled its obligations, or can only partly fulfil its obligations, SkillsTown is entitled to invoice separately the already delivered respectively the deliverable part of the Service(s) and the Customer is obliged to pay this invoice as if it were a separate invoice.

Article 16. Termination of the Agreement.

The parties have the right to terminate the Agreement immediately without being liable to each other for any compensation in case:
That SkillsTown or the Customer is granted suspension of payment, or an application to that effect is filed by or for the benefit of SkillsTown or the Customer;
That SkillsTown or Customer is declared bankrupt, or bankruptcy is filed by or for the benefit of SkillsTown or Customer;
c. of liquidation or non-temporary cessation of the business of SkillsTown or Customer;
In addition to SkillsTown's rights under this Agreement and the law, SkillsTown may suspend the SkillsTown eLearning Service immediately and without any obligation to pay damages if:
a. the SkillsTown eLearning Service is demonstrably being used by Customer or a User in a manner contrary to the Agreement and/or SkillsTown's instructions regarding the use of the SkillsTown eLearning Service;
b. Customer or a User demonstrably misuses the SkillsTown eLearning Service, which misuse, in SkillsTown's reasonable opinion, has a demonstrably substantial adverse effect on the system on which the SkillsTown eLearning Service is made available, and/or on the performance of the SkillsTown eLearning Service with respect to other Customers using the SkillsTown eLearning Service;
c. the use by Customer or a User is demonstrably contrary to applicable law or infringes the rights of a third party.
Both SkillsTown and the Customer have the right to dissolve the Agreement in whole or in part in the event that the other Party imputably fails to fulfill its obligations under the Agreement and, after a proper and as detailed as possible written notice of default by registered mail whereby a reasonable period of at least 30 (thirty) days is given to still fulfill, continues to imputably fail to fulfill its obligations under the Agreement.
SkillsTown is entitled to terminate the Agreement, in whole or in part, if and from the moment that the agreed Service can no longer be supplied, is withdrawn from sale or will otherwise (permanently) no longer be available.
In case, at the moment of the dissolution as referred to in this article, the Customer has already received performances in execution of the Agreement, these performances and the related payment obligations will not be the object of undoing, unless SkillsTown is in default with regard to those performances. Amounts which SkillsTown has invoiced before the dissolution in connection with what SkillsTown has already performed or delivered in performance of the Agreement, remain due and become immediately payable at the time of the dissolution.
Termination of the Agreement in any manner shall not affect the rights and obligations of the Parties which by their nature continue after termination of the Agreement.

Article 17. Secrecy

The Parties shall treat all information that they obtain from each other in the context of the Agreement, in any manner whatsoever, both during and after the termination of the Agreement, as strictly confidential, shall not disclose it to third parties and shall only make it available to employees and/or third parties engaged by it, if and to the extent necessary for the performance of the Agreement. This duty of confidentiality does not apply if a Party is required to disclose by law or if the information, without being caused by a breach of this duty of confidentiality, is of common knowledge.

Article 18. Other

All descriptions and specifications of the Service(s) on the SkillsTown website, in advertisements, brochures and the like are approximate. SkillsTown cannot guarantee the correctness and accuracy of these representations. SkillsTown is authorized at any time to make changes in the Service(s) to be provided in order to improve them or to comply with any legal requirement.
In the event of disputes arising from Agreement(s) or any agreements arising therefrom to which these General Terms and Conditions apply, the Parties shall in the first instance attempt to reach an amicable settlement, subject to the right to take protective measures and/or interim relief.
The rights and obligations under the Agreement cannot be (sub)licensed or transferred by the Customer to a third party unless expressly agreed to in writing by SkillsTown.
SkillsTown may (sub)license and/or transfer the rights and obligations arising from the Agreement to a third party without Customer's consent.
If at any time SkillsTown does not invoke any right or power vested in it under the Agreement or the law, this shall not constitute a waiver of that right or power.
SkillsTown reserves the right to modify these Terms and Conditions. Changes will take effect immediately after the new Terms and Conditions are posted on SkillsTown's website.
If any provision of these General Terms and Conditions proves to be wholly or partially void, is nullified or otherwise invalid, the validity of the remaining provisions of these General Terms and Conditions shall not be affected. The provisions that are not valid or cannot legally be applied will be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.
All Agreements with SkillsTown are exclusively governed by Dutch law and only the District Court of East Brabant is competent to adjudicate any disputes.