General conditions

SkillsTown B.V. is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its statutory seat and principal place of business in Eindhoven (5612 LX), the Netherlands, registered with the Dutch Chamber of Commerce under number 62780506, and VAT number NL854954363B01.

Code of Conduct

SkillsTown is a member of the Dutch Council for Training and Education (NRTO) and complies with its Code of Conduct.

Complaints Procedure / Disputes Committee

Click here to view the SkillsTown complaints procedure.

Article 1. Definitions

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

A. Client	Any party entering into an Agreement with SkillsTown or requesting a quotation from SkillsTown.
B. SkillsTown	The private limited liability company “SkillsTown B.V.”.
C. Parties / Party	The Client/User and/or SkillsTown.
E. User	A natural person employed by the Client or acting as Client, who pursuant to the Agreement is entitled to access and use the Content made available by SkillsTown.
F. SkillsTown eLearning Service	The provision, delivery and continued availability of the agreed Online Learning Solutions for use by a User via the SkillsTown eLearning Portal.
G. SkillsTown eLearning Portal	The SkillsTown website for the use of the Online Learning Solutions, which the User can access by means of the Login.
H. Online Learning Solutions	The range of online learning solutions offered by SkillsTown to the Client/User, in individual components or as a whole, including (without limitation) individual courses, course packages, webinars, scans and assessable information.
I. Infringement	An infringement of SkillsTown’s intellectual property rights.
J. Agreement	Any agreement and/or other legal relationship(s) between the Parties relating to the provision of Services, including any amendment or supplement thereto, as well as all (legal) acts performed in execution of such Agreement(s).
K. Login	Access to the Online Learning Solutions.
L. Fees	The fees payable by the Client to SkillsTown for the Services provided by SkillsTown.
M. Virus	Anything (including software, code, file or program) that prevents, restricts or otherwise adversely affects the operation of computer software, hardware or networks, telecommunications services, equipment, networks or other services or devices; prevents, restricts or otherwise adversely affects the operation of any program or data (including the reliability of any program); or otherwise adversely affects the user experience, including worms, trojan horses and similar items or means.
N. Content	The content or end result of the service made available to the Client/User.
O. IP Rights	All intellectual property rights and related rights, such as copyrights, trademark rights and database rights.
P. Services	All services offered by SkillsTown (in the broadest sense).
Q. Webshop	The SkillsTown webshop, available via shop.skillstown.com, through which one or more Services of SkillsTown may be purchased for a fee.
R. Data Controller	The legal entity qualifying as controller within the meaning of the GDPR that determines the purposes and means of the processing of personal data.

Article 2. Applicability

1. These General Terms and Conditions apply to and form an integral part of all our offers, quotations, orders, Agreements, order forms and the performance thereof. Please read them carefully.
2. These General Terms and Conditions shall at all times prevail over any general terms and conditions of the User/Client.
3. If these General Terms and Conditions have applied once to a legal relationship between SkillsTown and the Client, the Client shall be deemed to have agreed in advance to the applicability of these General Terms and Conditions to subsequent Agreements concluded and to be concluded thereafter.
4. We offer access to and use of our Services exclusively in accordance with these General Terms and Conditions. If you do not agree to these Terms, you may not use our Services.
5. In all cases where the Agreement with the Client ends, these General Terms and Conditions shall continue to govern the relationship between the Parties insofar as necessary for settlement, or insofar as follows from the nature of the relevant clause.

Article 3. Agreement

1. An Agreement is concluded only by: (i) written acceptance by SkillsTown of an order, registration or assignment from the Client; (ii) signature of an Agreement by both Parties; or, if the Client uses the Webshop, (iii) an order placed by the Client via the Webshop and confirmation of that order by SkillsTown by email to the Client.
2. Quotations and offers from SkillsTown are revocable, non-binding and valid for the period stated therein. If no period is stated, the quotation or offer is valid until thirty (30) days after the date on which it was issued.
3. Supplements and amendments to the Agreement can only be agreed in writing by SkillsTown and the Client. SkillsTown is at all times entitled—where applicable—to amend, reduce and/or remove the scope, content and/or functionalities of Content and/or Services. If, in SkillsTown’s opinion, a substantial change is involved, SkillsTown shall notify the Client in advance. If, in SkillsTown’s opinion, the change gives cause to do so, SkillsTown will consult with the Client regarding a possible reduction of the Fees agreed for the Content and/or Services.

Article 4. Price and Payment

1. Prices may be requested from SkillsTown. SkillsTown reserves the right to apply different prices and conditions. Unless stated otherwise, SkillsTown’s prices are communicated in euros, excluding VAT and any other taxes and levies.
2. If the Client orders a Service via the Webshop, payment must be made immediately in the manner specified in the Webshop. Payment for other orders shall be made on the basis of an invoice issued by SkillsTown.
3. Any Logins will not be provided by SkillsTown to the Client until SkillsTown has received full payment of the Fees.
4. Invoicing is based on a digital invoice sent to an email address provided by the Client. Payment must be made within fourteen (14) days of the invoice date, by transferring the amount due to the bank account stated on the invoice. SkillsTown has the right to require advance payment, cash payment and/or security for payment from the Client.
5. If the Client has not paid the amount due in full by the invoice due date, SkillsTown will send a payment reminder offering the Client the opportunity to pay within fifteen (15) days after receipt of that reminder. If the Client does not pay the full amount within that period, the Client shall be in default without further notice of default.
6. If the Client does not pay within the period referred to in Article 4(5), SkillsTown will charge extrajudicial collection costs and statutory (commercial) interest in accordance with applicable law. In case of late payment, SkillsTown will hand over the claim to a collection agency.
7. The Client is not entitled to suspend or set off payments due to (alleged) shortcomings by SkillsTown.
8. One (1) year after the commencement date and each subsequent year during the term of the Agreement, SkillsTown may index the Fees payable by the Client. SkillsTown will notify the Client in writing of such indexation at least thirty (30) calendar days prior to its effective date.

Article 5. Commencement, Term and Termination of the Agreement

1. The Agreement commences at the time stipulated in the Agreement between the Client and SkillsTown.
2. By way of exception, the SkillsTown eLearning Service commences at the moment SkillsTown has provided the Logins to the Client. After full payment of the Fees, SkillsTown shall provide the Client with a number of Logins equal to the number of Users as set out in the Agreement.
3. Unless otherwise described in the Agreement, the SkillsTown eLearning Service is provided for a term of one (1) year from the moment SkillsTown provides the Login as referred to in Article 5(2). After expiry of the one-year term, the SkillsTown eLearning Service is automatically renewed each year for an additional one (1) year.
4. The Client may terminate the Agreement with SkillsTown (observing a notice period of at least one (1) month) only in writing, effective as of the end of the current contract year. In the event of termination during the contract year, the Client remains liable for the full Fees payable to SkillsTown, regardless of whether Services are still used. Only the portion of the Fees relating to contract years after the current contract year is eligible for crediting. If a discount has been granted to the Client, such discount will lapse in the event of termination during the contract year and will be charged by SkillsTown to the Client by means of a separate invoice.

Article 6. Use of Login and the Service

1. To the extent the Client’s acceptance of these General Terms and Conditions has not already been established at an earlier stage, the use (or causing the use) of the Login by the Client (or its employees) shall automatically constitute acceptance and applicability of these General Terms and Conditions by the Client.
2. SkillsTown is not obliged to make the Services available at all times without interruption or errors, and SkillsTown accepts no liability in this respect. SkillsTown will, however, use reasonable efforts to keep the Services continuously available as described in the attached Service Level Agreement.
3. Subject to full and timely payment by the Client of the Fees applicable to the Services, SkillsTown grants the Client a non-exclusive, non-transferable and non-sublicensable right to use the SkillsTown eLearning Portal and the Content included therein for a limited period in accordance with the Agreement. Without prejudice to the remainder of the Agreement, the Client’s right of use is limited to the right to, in accordance with SkillsTown’s instructions and specifications:
   1. access the SkillsTown eLearning Portal and the Content included therein remotely;
   2. display, consult and operate the Content from the SkillsTown eLearning Portal;
   3. save or print non-substantial parts of the Content; and
   4. reproduce Content from the SkillsTown eLearning Portal by way of quotation (subject to the applicable statutory quotation right) in documents created, used or sent in the course of the Client’s normal business operations.
4. The Client is only entitled to provide the Logins granted by SkillsTown to its own employees who require the Logins to access the SkillsTown eLearning Portal. The Client may provide only one (1) Login per employee and each User shall keep their Login confidential. Upon SkillsTown’s first request, the Client must inform SkillsTown of the identity of the employees referred to in the first sentence.
5. The Client is responsible for keeping the Logins confidential. As soon as the Client knows or has reason to suspect that Logins have fallen into the hands of unauthorised persons, the Client must inform SkillsTown without delay, without prejudice to the Client’s own responsibility to take immediate and effective action (for example by changing its Logins or those of its Users). The Client is at all times responsible and liable for any use by third parties via the Client’s Logins. The Client shall indemnify SkillsTown against all damage and costs arising from and/or related to the use of Logins by third parties.
6. The Client warrants that it and Users who use the SkillsTown eLearning Portal via the Login provided to the Client will not store, distribute or transmit any material that may qualify as a Virus. SkillsTown reserves the right, in such case, to terminate or suspend the SkillsTown eLearning Service in whole or in part without any liability for resulting damage.
7. The right to use an Online Learning Solution is limited to activities for the Client’s own internal organisation. It is therefore not permitted to transfer and/or (sub)license this right to third parties.
8. Any conduct qualifying as misuse is strictly prohibited. Misuse includes (non-exhaustively) intentionally or through conscious recklessness causing disruptions or defects to the SkillsTown eLearning Portal or to SkillsTown’s (or third-party) servers, or otherwise infringing the software or systems of SkillsTown or third parties.
9. It is prohibited to use the SkillsTown eLearning Portal for unlawful acts, acts contrary to generally accepted standards, or criminal offences. This includes, among other things, infringing any (intellectual) property rights of SkillsTown or third parties, spreading secret or confidential information, improper, unlawful or criminal distribution of texts, criminal data traffic and unlawful intrusions into systems on which SkillsTown’s services depend, including the distribution of viruses, worms, etc.
10. SkillsTown is entitled to recover from the Client all forms of damage resulting from unauthorised use and all other forms of misuse of the Logins and/or the SkillsTown eLearning Portal.
11. The SkillsTown eLearning Portal is compatible with the following browsers (provided they contain the most recent updates and are supported by the respective vendors):
    • Mozilla Firefox
    • Google Chrome
    • Apple Safari
    • Microsoft Edge
    • Internet Explorer 11 (Windows 10) supported until 15 June 2022
    • Internet Explorer 11 (Windows 7) supported until 14 January 2020
12. SkillsTown content created using Easygenerator is compatible with the following browsers (provided they contain the most recent updates and are supported by the respective vendors):
    • Mozilla Firefox
    • Google Chrome
    • Apple Safari
    • Microsoft Edge
    • Internet Explorer 11 supported until 1 September 2021

Article 7. Maintenance

Unless agreed otherwise, SkillsTown may temporarily take the SkillsTown eLearning Portal (or one or more parts thereof) offline and/or restrict its use if, in SkillsTown’s opinion, this is necessary, for example for preventive maintenance or implementing corrections or adjustments. SkillsTown will inform the Client as soon as possible of the temporary unavailability or restricted use of the SkillsTown eLearning Portal, if this will reasonably have a material impact on the Client’s business operations. In emergencies requiring immediate shutdown or restriction, SkillsTown will notify the Client as soon as reasonably possible.

Article 8. Added Content

1. The Client and User may independently add content to the SkillsTown eLearning Portal, which content is available exclusively to Users who are licensed under the Client to use the SkillsTown eLearning Portal. SkillsTown has no control over, and is not responsible for, the lawfulness, accuracy or completeness of content added by the Client or User via the SkillsTown eLearning Portal, including where such content is added at the initiative of the Client or User by SkillsTown or by the Client/User themselves based on SkillsTown’s advice or instructions. SkillsTown accepts no liability for any damage or third-party claims in connection with content added to the SkillsTown eLearning Portal by or on behalf of the Client or User. The party at whose initiative content is added is responsible for ensuring it may upload, manage, store and use such content via the SkillsTown eLearning Portal without infringing copyrights or other IP rights of third parties, and shall indemnify SkillsTown against all third-party claims. The Client and Users shall not misuse SkillsTown’s Services and shall refrain from distributing prohibited and/or unlawful content.
2. SkillsTown is at all times entitled, if it has reasonable grounds to do so, to remove content posted on the SkillsTown eLearning Portal by or on behalf of the Client or User, without SkillsTown being liable in any way to the Client, User or third parties as a result of such removal.

Article 9. Additional Orders, Add-ons and Extensions

During the term of the Agreement, the Client may request SkillsTown by means of an additional order to:

1. expand the number of Online Learning Solutions to which a specific User has access under their existing Login (an “Additional Online Learning Solution”);
2. increase the number of Users during the SkillsTown eLearning Service for whom one or more Online Learning Solutions will be made available (“Additional Users”);
3. extend the duration of the SkillsTown eLearning Service for an individual User.

Additional orders may be placed by the Client at any time and will be recorded in a new agreement. SkillsTown may accept or reject an additional order at its discretion. Acceptance will be confirmed by SkillsTown by sending an invoice for the additional order to the Client.

In the cases referred to above, each Online Learning Solution constitutes an additional SkillsTown eLearning Service (the “Additional SkillsTown eLearning Service”). The Additional SkillsTown eLearning Service commences when SkillsTown has received payment for the additional order and, respectively: (i) an Additional Online Learning Solution has been linked to and is available to the User under their Login; or (ii) SkillsTown has provided the Login for an Additional User to the Client.

The termination provision in Article 5(4) applies correspondingly to the duration of the Additional SkillsTown eLearning Service.

The selection of Online Learning Solutions on the basis of which additional orders may be placed may be amended unilaterally by SkillsTown and can be reviewed by the Client upon request.

Article 10. Delivery Periods

All (delivery) periods stated or agreed by SkillsTown are indicative and not strict deadlines. SkillsTown will use reasonable efforts to observe such (delivery) periods as far as possible. SkillsTown is entitled to suspend performance of its obligations under an Agreement if the Client fails to meet its (payment) obligations fully and/or on time. Any adverse consequences of such suspension shall be at the Client’s risk.

Article 11. Performance of Services

SkillsTown performs all Services on a best-efforts basis.

If changes or additions requested by the Client result in a change in scope of the agreed Services (for example, additional work), any resulting extra work will be charged to the Client in accordance with SkillsTown’s rates applicable at the time the additional work is performed.

If it has been agreed that Services will be provided by a specific person, SkillsTown is entitled at all times to replace that person with one or more other persons of equivalent qualifications.

If SkillsTown provides the Service in phases, SkillsTown is entitled to postpone commencement of work for a phase until the Client has approved the results of the previous phase in writing.

Article 12. Personal Data

SkillsTown processes personal data provided by the Data Controller in accordance with the GDPR, as further set out in SkillsTown’s Privacy Statement. The Data Controller warrants that the data subjects whose personal data is provided have been informed about the processing of their data by SkillsTown.

Article 13. Liability

If SkillsTown is liable for damage towards the Client, such liability—regardless of the legal basis—shall in all cases be limited to:

1. compensation for direct damage only (liability for indirect damage, losses, shortfalls or costs—such as consequential loss, delay damage, loss of profit, loss of revenue, loss of goodwill—is therefore excluded); and
2. an amount equal to the Fees paid by the Client to SkillsTown in the current contract year under the Agreement between the Parties.

The limitation in Article 13 does not apply to damage resulting from intent or conscious recklessness.

The Client shall indemnify SkillsTown against claims from Users.

Article 14. Intellectual Property Rights

All IP Rights in the Services provided under the Agreement and in the Content vest exclusively in SkillsTown and/or its licensors, unless expressly agreed otherwise in writing. This provision constitutes a reservation within the meaning of the Dutch Copyright Act (Auteurswet).

The Client is not permitted to remove or change any indication relating to IP Rights in (the results of) the Services.

SkillsTown expressly does not waive the rights referred to in Article 25 of the Dutch Copyright Act (Auteurswet).

If IP Rights in (part of) the Services and/or Content vest in SkillsTown’s licensors, the Client may be required to accept the licensing terms and conditions of such third parties in order to use (all functionalities of) the Services. If the Client does not wish to do so, the Client shall have no claim against SkillsTown in this respect.

If it has been irrevocably established in court that the Services and/or Content delivered by SkillsTown infringe any IP Right of a third party, or if in SkillsTown’s opinion there is a material risk that such infringement will occur, SkillsTown will, where possible, ensure that the Client can continue to use the Service (or something functionally equivalent) without interruption. Any other or further liability or indemnification obligation of SkillsTown for infringement of third-party IP Rights is excluded.

The Client warrants that it acts in accordance with the Agreement and shall inform SkillsTown as soon as possible once it becomes aware of indications of an Infringement.

SkillsTown is entitled, at its sole discretion, to decide whether and, if so, by what means it wishes to act against an Infringement. The Client is not entitled to independently take legal action against third parties in or out of court in relation to an Infringement.

The Client shall, upon request, provide all reasonable cooperation required for legal measures to be taken by SkillsTown against third parties as a result of an Infringement.

The Client shall also inform SkillsTown as soon as possible if a third party alleges that the licence would infringe their rights.

The Client is permitted to upload content within the SkillsTown eLearning Services. All (intellectual) property rights in content uploaded by the Client vest exclusively in the Client or its licensors. SkillsTown does not obtain usage rights to such content and is not entitled to make substantive changes to it. SkillsTown is never liable for added content.

Article 15. Force Majeure

SkillsTown shall never be liable in the event of Force Majeure. To the extent performance is not permanently impossible, SkillsTown’s obligations will be suspended.

The Parties are entitled to terminate the Agreement without any obligation to pay damages if the period during which performance is impossible due to Force Majeure lasts or will last longer than thirty (30) days.

If, at the time Force Majeure occurs, SkillsTown has already partially performed its obligations, or can only partially perform its obligations, SkillsTown is entitled to invoice separately for the part already delivered or deliverable, and the Client must pay such invoice as if it were a separate invoice.

Article 16. Termination of the Agreement

The Parties have the right to terminate the Agreement with immediate effect, without being liable for any damages to the other Party, in the event that:

• SkillsTown or the Client is granted a moratorium (suspension of payments) or an application for such moratorium is filed by or on behalf of SkillsTown or the Client;
• SkillsTown or the Client is declared bankrupt or bankruptcy is filed by or on behalf of SkillsTown or the Client;
• the liquidation or non-temporary cessation of the business of SkillsTown or the Client.

In addition to SkillsTown’s rights under the Agreement and the law, SkillsTown may suspend the SkillsTown eLearning Service immediately and without any obligation to compensate damage if:

1. the SkillsTown eLearning Service is demonstrably used by the Client or a User in a manner contrary to the Agreement and/or SkillsTown’s instructions regarding use of the SkillsTown eLearning Service;
2. the Client or a User demonstrably misuses the SkillsTown eLearning Service, and such misuse, in SkillsTown’s reasonable opinion, has a demonstrably substantial negative effect on the system on which the SkillsTown eLearning Service is made available and/or on performance of the SkillsTown eLearning Service for other Clients;
3. use by the Client or a User demonstrably violates applicable law or infringes the rights of a third party.

Both SkillsTown and the Client have the right to terminate the Agreement in whole or in part if the other Party culpably fails to perform its obligations under the Agreement and, after a proper and as detailed as possible written notice of default sent by registered mail providing a reasonable period of at least thirty (30) days to remedy, continues to culpably fail to perform.

SkillsTown is entitled to terminate the Agreement, in whole or in part, if and from the moment the agreed Service can no longer be delivered, is withdrawn from the market or will otherwise (permanently) no longer be available.

If, at the time of termination as referred to in this Article, the Client has already received performance in execution of the Agreement, such performance and the related payment obligations are not subject to reversal, unless SkillsTown is in default with regard to that performance. Amounts invoiced by SkillsTown prior to termination in connection with what SkillsTown has already performed or delivered remain due and become immediately payable upon termination.

Termination of the Agreement in any manner shall not affect rights and obligations of the Parties which by their nature continue after termination.

Article 17. Confidentiality

The Parties shall treat all information obtained from each other in the context of the Agreement, in any manner whatsoever, as strictly confidential both during and after termination of the Agreement, shall not disclose it to third parties, and shall only make it available to employees and/or third parties engaged by them to the extent necessary for performance of the Agreement. This confidentiality obligation does not apply if a Party is obliged to disclose information by law, or if the information is publicly known without breach of this confidentiality obligation.

Article 18. Miscellaneous

All descriptions and specifications of the Service(s) on SkillsTown’s website, in advertisements, brochures and similar materials are approximate representations. SkillsTown cannot guarantee the correctness and accuracy of such statements. SkillsTown is at all times entitled to make changes to the Service(s) to be delivered in order to improve them or to comply with any legal requirement.

In the event of disputes arising out of Agreements or subsequent agreements to which these General Terms and Conditions apply, the Parties shall first attempt to reach an amicable settlement, without prejudice to the right to take protective measures and/or seek interim relief.

The Client may not (sub)license or transfer its rights and obligations under the Agreement to a third party unless SkillsTown expressly agrees in writing.

SkillsTown may (sub)license and/or transfer the rights and obligations arising from the Agreement to a third party without the Client’s consent.

If SkillsTown does not invoke any right or power available to it under the Agreement or by law at any time, this shall not constitute a waiver of such right or power.

SkillsTown reserves the right to amend these General Terms and Conditions. Amendments take effect immediately after the new General Terms and Conditions are posted on SkillsTown’s website.

If any provision of these General Terms and Conditions is found to be wholly or partially void, annulled or otherwise invalid, the validity of the remaining provisions shall remain in full force. Any invalid provisions shall be replaced by provisions that most closely reflect the purpose of the provision to be replaced.

All Agreements with SkillsTown are governed exclusively by Dutch law, and the District Court of Oost-Brabant shall have exclusive jurisdiction to hear any disputes.