Terms of Use

2.1 Provision of Products. Skillops will make the Products available to Customer in accordance with the applicable Order Form and will use commercially reasonable efforts to maintain availability consistent with its Service Level commitments. Availability may be affected by planned maintenance windows or circumstances beyond Skillops' reasonable control.

2.2 Data Protection. Skillops implements industry-standard backup, security, and business continuity measures to protect Customer Data. Skillops processes personal data in accordance with its Privacy Policy and any applicable data processing addendum executed by the parties.

2.3 Personnel. Skillops is responsible for the compliance of its employees and contractors with the terms of this Agreement when they access or handle Customer Data or provide services under this Agreement.

2.4 Insurance. Skillops maintains commercially reasonable insurance coverage appropriate to its business operations and the nature of services provided, including cyber liability coverage.

3.1 Customer Responsibilities. Customer is responsible for ensuring that all Users comply with this Agreement, that Customer Data is lawfully provided and does not violate applicable law or third-party rights, that access credentials are kept secure, and that the Products are used in accordance with the Documentation and all applicable laws.

3.2 Usage Restrictions. Customer shall not, and shall not permit any third party to: (a) resell, sublicense, or make the Products available to third parties other than authorized Users; (b) store or transmit infringing, unlawful, or harmful material through the Products; (c) use the Products to develop a competing product or service; (d) reverse engineer, decompile, or otherwise attempt to derive source code from the Products; (e) use Skills Ontology or Customized Outputs to train external AI or machine learning models; (f) benchmark or conduct competitive analysis using the Products without Skillops' prior written consent; or (g) copy internal documentation or program code.

3.3 Credentials. Customer must protect all passwords, API keys, and access tokens. Customer must provide accurate registration information and immediately notify Skillops at contact@skillops.ai of any unauthorized access or suspected security breach.

4.1 Fees. Fees are as specified in the applicable Order Form. Unless otherwise stated, all fees are non-cancellable and non-refundable except as expressly set out in this Agreement.

4.2 Employee Count. If Customer's active employee count exceeds the quantity stated in the Order Form, Customer must notify Skillops and additional fees will apply on a pro-rated basis for the remainder of the subscription term.

4.3 Payment Terms. Invoices are due within 30 days of the invoice date unless otherwise stated in the Order Form. Overdue amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

4.4 Service Suspension. If any undisputed amount is overdue by more than 30 days, Skillops may suspend access to the Products upon 10 days' written notice to Customer, without liability to Customer, until such amounts are paid in full.

4.5 Payment Disputes. If Customer disputes any invoice in good faith, Customer must notify Skillops within 30 days of the invoice date with written details of the dispute. Disputed amounts will not be subject to suspension under Section 4.4 while under active good-faith review. Invoices not disputed within 30 days are deemed accepted.

4.6 Taxes. All fees are exclusive of applicable taxes including GST, VAT, or other transaction taxes. Customer is responsible for all such taxes unless Customer provides a valid exemption certificate. Skillops is responsible for taxes on its own income.

5.1 Term. This Agreement commences on the date of the first Order Form and continues until all active subscriptions expire or are terminated. Each subscription term is as specified in the Order Form and automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

5.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure such breach within 30 days of receiving written notice specifying the breach in reasonable detail. Either party may also terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

5.3 Suspension for Security. Skillops may immediately suspend access to the Products without liability if Skillops reasonably determines that Customer's use poses a security risk to the Products or other customers, or that Customer is using the Products in violation of applicable law.

5.4 Effect of Termination. Upon expiration or termination: (a) all licenses granted to Customer under this Agreement immediately terminate; (b) each party will return or destroy the other's Confidential Information on request; (c) Skillops will delete Customer Data within 45 days following termination, except for copies retained in standard backup processes which will be deleted in the ordinary course; and (d) Customer must pay all outstanding fees through the effective date of termination. Sections 1, 3.2, 4, 6.1, 7, 8.4, 9, 10, and 11 survive termination.

6.1 Skillops Ownership. Skillops retains all intellectual property rights in the Products, the Skills Ontology, Documentation, and any improvements or derivative works thereof. Any feedback, suggestions, or ideas Customer provides regarding the Products may be used by Skillops without restriction or compensation.

6.2 Licence to Customer. Subject to the terms of this Agreement and timely payment of fees, Skillops grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Products during the applicable subscription term solely for Customer's internal business purposes and in accordance with the Documentation.

6.3 Customer Data Ownership. As between the parties, Customer retains all rights, title, and interest in and to Customer Data.

6.4 Licence to Customer Data. Customer grants Skillops a limited, non-exclusive licence to host, process, copy, and transmit Customer Data solely as necessary to provide the Products and Professional Services. Skillops will not use Customer Data to train AI or machine learning models without Customer's express written consent.

6.5 No Other Rights. Except as expressly stated in this Agreement, no other licences or rights are granted by implication or otherwise. Customer receives access rights to the Products only and does not acquire ownership of any software.

7.1 Confidential Information. Each party ("Discloser") may disclose to the other ("Recipient") information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data, the Products, the Skills Ontology, pricing and commercial terms, and each party's business and technical information are Confidential Information.

7.2 Protection Obligations. Recipient will use at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), will not disclose Confidential Information to third parties without Discloser's prior written consent, and will limit access to those of its employees and contractors who need it to perform obligations under this Agreement.

7.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was already known to Recipient without restriction; (c) is independently developed by Recipient without use of Confidential Information; or (d) is received from a third party without restriction on disclosure.

7.4 Compelled Disclosure. If Recipient is required to disclose Confidential Information by applicable law or court order, Recipient will promptly notify Discloser (to the extent permitted by law) and cooperate with Discloser in seeking a protective order or other appropriate relief before making such disclosure.

8.1 Mutual Representations. Each party represents and warrants that it has full legal authority to enter into this Agreement, and that entering into and performing this Agreement will not violate any agreement to which it is a party.

8.2 Product Warranties. Skillops warrants that: (a) the Products will perform materially in accordance with the Documentation during the subscription term; (b) Skillops will not knowingly introduce malicious code into the Products; and (c) Professional Services will be performed in a professional and workmanlike manner by qualified personnel.

8.3 Warranty Remedy. If the Products fail to conform to the warranties in Section 8.2, Skillops will use commercially reasonable efforts to correct the non-conformity within 30 days of written notice from Customer. If Skillops is unable to do so, Customer may terminate the affected subscription and receive a pro-rated refund of prepaid fees for the unused portion. These are Customer's sole and exclusive remedies for warranty breaches.

8.4 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS." SKILLOPS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SKILLOPS DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS.

9.1 Skillops Indemnity. Skillops will defend Customer against third-party claims alleging that the Products or Skills Ontology, as provided by Skillops and used by Customer in accordance with this Agreement, infringe any patent, copyright, or registered trademark of a third party. Skillops will pay damages finally awarded or settlements approved by Skillops. If any such claim arises, Skillops may at its option: (a) procure the right for Customer to continue using the affected materials; (b) modify them to be non-infringing; (c) replace them with functionally equivalent alternatives; or (d) if none of the foregoing are commercially feasible, terminate the affected subscription and refund prepaid fees for the unused portion.

9.2 Exclusions. Skillops has no obligation under Section 9.1 for claims arising from: (a) modifications to the Products made without Skillops' approval; (b) combination of the Products with third-party software or data not provided by Skillops; (c) use of the Products other than in accordance with the Documentation; (d) Customer's instructions or specifications; or (e) use of an older version of the Products after Skillops has made an updated non-infringing version available.

9.3 Conditions. To receive indemnification under this Section, Customer must: (a) promptly notify Skillops in writing of the claim; (b) grant Skillops sole control of the defence and settlement; and (c) provide reasonable cooperation and information at Skillops' expense.

10.1 Liability Cap. To the maximum extent permitted by applicable law, each party's aggregate liability to the other under or in connection with this Agreement will not exceed the total fees paid by Customer to Skillops in the 12 months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for any loss of profits, loss of revenue, loss of data, loss of business, or any indirect, consequential, special, incidental, exemplary, or punitive damages, even if the party has been advised of the possibility of such damages.

10.3 Exceptions. The limitations in Sections 10.1 and 10.2 do not apply to: (a) obligations under Section 9 (Intellectual Property Indemnity); (b) breaches of Section 7 (Confidentiality) causing material harm; (c) liability for gross negligence or wilful misconduct; or (d) liability that cannot be excluded under applicable law.

10.4 Basis of Bargain. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Products would not have been provided without these limitations.

11.1 Compliance with Laws. Each party will comply with all applicable laws and regulations in connection with its performance under this Agreement, including data protection, privacy, and export control laws.

11.2 Notices. All notices under this Agreement must be in writing and delivered by email (with read receipt or written confirmation of receipt) or registered post to the addresses stated in the applicable Order Form. Notices to Skillops must be copied to contact@skillops.ai.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions will remain in full force and effect.

11.4 Governing Law and Dispute Resolution. This Agreement is governed by the laws of India. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation within 30 days will be referred to binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration will be Bengaluru, India. Proceedings will be conducted in English.

11.5 Waiver. Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision or any other provision.

11.6 Assignment. Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

11.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

11.8 Customer Reference. Skillops may identify Customer as a customer and display Customer's name and logo in marketing materials and on its website, subject to Customer's trademark usage guidelines. Customer may revoke this permission at any time by written notice to Skillops.

11.9 Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, or internet or telecommunications failures, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate the impact. This Section does not apply to payment obligations.

11.10 Entire Agreement. This Agreement, together with all Order Forms and Statements of Work, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. No modification is valid unless made in writing and signed by authorised representatives of both parties. The terms of any Customer purchase order that conflict with this Agreement have no effect.