TERMS AND CONDITIONS
These terms and conditions (the Terms and Conditions) describe the terms and conditions that apply if a customer (the Customers, or individually a Customer, as defined hereafter) 1) orders a CUTESolutions/SkillsGym program and/or 2) subscribes to a SkillsGym membership (as defined hereafter) and/or 3) a SkillsGym Health membership (as defined hereafter) or 4) Additional Services (as defined hereafter) from the Company in relation to the CUTESolutions/SkillsGym/SkillsGym Health training program or membership.
1. Definitions
The following terms shall have the following meaning:
Agreement means the agreement concluded between the Company and the Customer relating to 1) the purchase of a CUTESolutions/SkillsGym program, and/or 2) access to the SkillsGym membership and/or 3) access to the SkillsGym Health membership or to 4) the delivery of Additional Services.
Company means CUTESOLUTIONS-SKILLSGYM, a private limited company (besloten vennootschap or BV), having its registered seat at 9830 Sint-Martens-Latem, Maenhoutstraat 76, and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under enterprise number 0882.005.855;
Customer means any professional customer concluding an Agreement with the Company. This notion is not limited to the company concluding the Agreement, but shall also include its employees, managers, directors, and/ or consultants who will participate in the training modules (as specified hereafter) or for whom the Additional Services were ordered. The company concluding the Agreement undertakes to ensure that the above categories of persons will comply with the rights and obligations set out in these Terms and Conditions.
Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights; or (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered).
Additional Services means any seminar, workshop, masterclass, training, or any other session whatsoever, organized between the Customer and the Company on an ad hoc basis, whereby the Company provides customized content that serves as an addition to the training modules that are part of the CUTESolutions/SkillsGym program and/or the SkillsGym membership and/or the SkillsGym Health membership.
2. Description of the CUTESolutions/SkillsGym program
2.1 A CUTESolutions/SkillsGym program is a customized training program, as defined in the final proposal.
2.2 If the Customer orders Additional Services, the following pricing fees are used:
(i) general tariff: EUR 200 per hour for extra development work. This tariff is the default tariff in case the Additional Service cannot be defined under the terms below;
(ii) a meeting on site between the Customer and the Company prior to a Module with the aim of preparing or modifying the Module to the specific needs of the Customer (min. 3h): EUR 600;
(iii) workshop facilitation (no specific content of the Company provided). Group size max. 12 people (half-day): EUR 1.250;
(iv) workshop facilitation (no specific content of the Company provided) Group size max. 12 people (full-day), delivery by one expert trainer, (does not include access to platform): EUR 1.800;
(v) 90 minutes group class (online or on site; group of max. 15 persons), delivery by one expert trainer, (does not include access to platform): EUR 2.000;
(vi) 90 minutes group class (online or on site; group of 15 -100 persons), delivery by one expert trainer, (does not include access to platform): EUR 2.500;
(vii) workshop facilitation Skills Training with business actor. Group size max. 10 people (3 hours), delivery by one expert trainer, (does not include access to platform): EUR 1.850;
(viii)
recording of the additional
service: EUR 2.500;
2.3 All fees are exclusive of a project management fee, amounting to 10% of the total costs of the Additional Services. All fees are also exclusive of VAT and travel expenses (EUR 0,70/km).
2.4 If the Customer does not cancel or reschedule the Additional Services, all Fees as described in the offer will remain due and payable.
2.5 Standard payment term: 30 days from
invoice date.
25% deposit upon confirmation of proposal (you will receive an advance invoice for this purpose).
Invoicing is done on a monthly basis.
2.6 Other expenses of the Company will not be reimbursed by the Customer, unless the expenses are out-of-pocket expenses and only upon presentation of supporting documentation.
3 Description of the SkillsGym or SkillsGym Health membership
3.1 A SkillsGym membership allows the Customer to participate in a number of training modules (the Modules, and individually a Module), depending on the membership model, on different topics, with the aim to inspire meaningful habit change. Every Module consists of (i) an online and in-person training session, (ii) 2-year access to the SkillsGym platform for the duration of the project related to the specific module. All fees are also exclusive of VAT and travel expenses (EUR 0,70/km).
3.2 Upon acceptance of the SkillsGym membership or SkillsGym Health offer by the Customer, the Company will organize the first Module within a maximum of two months after the date of acceptance.
4 License – restrictions for CUTESolutions, SkillsGym, SkillsGym Health
During the Term and subject to the timely payment of all due amounts, the Company grants the Customer a non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the Materials in accordance with these Terms and Conditions (the License). The Customer is not allowed to use the Materials for any commercial purposes. The Customer shall use the Materials solely in full compliance with (i) these Terms and Conditions; (ii) any additional instructions or policies issued by the Company, and (iii) any applicable legislation, rules or regulations.
For the avoidance of doubt, the Customer can distribute the Materials during the Term of the Agreement amongst its employees, managers, directors and/ or consultants in accordance with these Terms and Conditions and more specifically Article 4.2. The Customer may distribute the Materials through its own LMS system, intranet or other similar channels; and exclusively limited to the original target population as identified in the proposal (limited by amount of people and/or geographical location and/or job function).
The Customer agrees to use the Materials only for its intended use as set forth in these Terms and Conditions. Within the limits of the applicable law, the Customer is not permitted to (i) make the Materials available or to sell or rent the Materials to any third parties; (ii) adapt, alter, translate or modify in any manner the Materials; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Materials to any third party; or (iv) use or copy the Materials.
Except as expressly set forth herein, no express or implied license or right of any kind is granted to the Customer regarding the Materials.
4.3 License by the Customer
By participating or otherwise providing any information, data, or content during the Modules (the Customer Content), the Customer grants the Company a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display such Customer Content. The Company reserves the right, but is not obliged, to review and remove any Customer Content which is deemed to be in violation with the provisions of these Terms and Conditions or with any rights of third parties or any applicable legislation or regulation.
4.4 Rescheduling of SkillsGym membership or SkillsGym Health membership services
In the event the Customer reschedules within 6 weeks prior to the scheduled delivery date (of a 90-minute session or ½ day Skills Training), the Company will charge the Customer a fee of EUR 1.000 per planned service that needs to be rescheduled.
5 Ownership for CUTESolutions, SkillsGym and SkillsGym Health
5.1 The Materials and all Intellectual Property Rights pertaining thereto, are the exclusive property of the Company and/or its licensors.
5.2 All rights, titles and interests in and to the Materials or any part thereof not expressly granted to the Customer in this Agreement are reserved by the Company.
5.3 Any studies, reports, drawings, schemes, presentations, manuals, databases, software, models, know how, technology, etc. related to the Modules or the Materials are the exclusive property of the Company.
5.4 In the event the Customer cannot access the SkillsGym platform, all content is delivered in standard SCORM 1.2 packages, in the SkillsGym or SkillsGym Health lay-out at an extra cost of EUR 250 per module. For customization our regular Times and Means conditions apply. As specified under 2.2.
6 Pricing of Additional Services for SkillsGym and SkillsGym Health memberships
6.1 If the Customer orders Additional Services, the following pricing fees are used:
(ix) general tariff: EUR 200 per hour. This tariff is the default tariff in case the Additional Service cannot be defined under the terms below;
(x) a meeting on site between the Customer and the Company prior to a Module with the aim of preparing or modifying the Module to the specific needs of the Customer (min. 3h): EUR 600;
(xi) 90 minutes group class (online or on site; group of max. 20 persons): EUR 1.440;
(xii) 90 minutes group class (online or on site; group of 20-100 persons): EUR 2.000;
(xiii) workshop facilitation Skills Training with business actor. Group size max. 10 people (3 hours): EUR 1.700
(xiv) development of a workbook: EUR 5.000 for design and development + license Fee of EUR 100 per person.
6.2 All fees are exclusive of a project management fee, amounting to 10% of the total costs of the Additional Services. All fees are also exclusive of VAT and travel expenses (EUR 0,70/km).
6.3 If the Customer does not cancel or reschedule the Additional Services, all Fees as described in the offer will remain due and payable.
6.4 Other expenses of the Company will not be reimbursed by the Customer, unless the expenses are out-of-pocket expenses and only upon presentation of supporting documentation.
7 Cancellation or rescheduling of Services for CUTESolutions/SkillsGym programs
7.1 In the event the Customer cancels or reschedules the agreed date of a Service, the Company will charge the customer a lump sum calculated as follows:
|
Date of cancellation or rescheduling |
Compensation in case of cancellation or rescheduling |
|
6 weeks until 21 business days before the Service |
50% of the expected invoice amount |
|
20 until 15 business days before the Service |
75% of the expected invoice amount |
|
less than 15 business days before the Service |
100% of the expected invoice amount |
|
on the day of the Service |
100% of the expected invoice amount + travel costs (if the trainer is on site) |
7.2 If the client reschedules or cancels an Service that includes simulation(s) with a professional actor, the following will apply with regards to the actor's fee:
- Cancellation or rescheduling within 10 business days before the planned Additional Service: 50% of the foreseen actor’s fee;
- Cancellation or rescheduling within 5 business days before the planned Additional Service: 100% of the foreseen actor’s fee.
8.1 General invoicing for CUTESolutions, SkillsGym and SkillsGym Health
The payment of the invoices shall take place no later than the due date indicated on the invoice.
Invoices shall be paid to
the Company’s bank account with bank account number IBAN
BE02 7330 4384 5040 (BIC KREDBEBB).
8.2 Invoicing with regards to the SkillsGym or SkillsGym Health membership
The invoicing with regards to the SkillsGym or SkillsGym Health membership is done in four stages:
- the first invoice is sent upon acceptance of the offer and amounts to 80% of the total annual amount;
- the second invoice is sent after twelve months and amounts to 20% of the total annual amount;
- the third invoice is sent at the start of the second year and amounts to 80% of the total annual amount;
- the fourth invoice is sent at the end of the SkillsGym or SkillsGym Health membership and amounts to the remaining 20% of the total annual amount.
8.3 Invoicing of Additional Services for SkillsGym and SkillsGym Health membership
Additional Services are invoiced at the end of the month in which the Additional Service were performed by the Company.
If the Company becomes aware or suspects, in its sole discretion, any violation by the Customer of these Terms and Conditions, or any other instructions, guidelines or policies issued by the Company, then the Company may suspend or limit the Agreement. The duration of any suspension by the Company will be until the Customer has cured the breach which caused such suspension or limitation.
This 9 is without prejudice to the right of the Company to terminate the agreement with immediate effect as provided under Article 13.4 or to the right of the Company to claim damages from the Customer.
10 Support
In case the Customer needs technical support with regards to the Modules or the Materials, the Customer can contact the Company on the following e-mail address: info@cutesolutions.be .
11.1 To the maximum extent permitted under applicable law, the Company shall only be liable for personal injury or any damages resulting from (i) its gross negligence; (ii) its willful misconduct or (iii) any fraud committed by the Company.
11.2 To the extent legally permitted under applicable law, the Company shall not be liable to the Customer, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, procurement of substitute services, or property damage arising out of or in connection with the CUTESolutions Program or the SkillsGym membership under these Terms and Conditions.
The Customer hereby agrees to indemnify and hold harmless the Company from each and every demand, claim, loss, liability, or damage of any kind whatsoever, whether in tort or in contract, that it may incur by reason of, or arising out of, any claim which is made by any third party with respect to (i) any breach or violation by the Customer of any provisions of these Terms and Conditions or any other instructions or policies issued by the Company; (ii) any Customer Content violating any Intellectual Property Rights of a third party and (iii) fraud, intentional misconduct, or gross negligence committed by the Customer.
13 Term and termination of the SkillsGym and SkillsGym Health Membership
13.1 The SkillsGym and SkillsGym Health membership is valid for two years as from the acceptance of the Company’s offer by the Customer (the Term), unless this Agreement is terminated in accordance with Article 13.4.
13.3 The Customer may terminate the Agreement after one year by giving prior written notice to the Company three (3) months in advance before the first anniversary of the Agreement, in which case a lump sum will be due by the Customer amounting to fifty percent (50%) of the fees, VAT exclusive, that were due for the second membership year.
For the avoidance of doubt, Article 13.2 applies in case of an early termination by the Customer.
13.4 The Company may terminate with immediate effect the Customer’s right to access and use of its SkillsGym or SkillsGym Health membership, the Modules or the Materials (i) if the Company believes or has reasonable grounds to suspect that the Customer is violating these Terms and Conditions (including but not limited to any violation of the Intellectual Property Rights of the Company) or any other guidelines or policies issued by the Company or (ii) if the Customer does not fulfil its payment obligations for more than 30 (thirty) calendar days to be calculated from the date the payment is due.
In case of an early termination of the SkillsGym or SkillsGym Health membership for a breach by the Customer of the rights and obligations in these Terms and Conditions, the Company is entitled to claim a fixed compensation corresponding to the outstanding invoices under Article 8 (Invoicing), as well as any additional direct or indirect damages.
14 Personal data
In the context of the Agreement between the Customer and the Company, the Company will process personal data of the Customer in accordance with the Privacy Statement which can be found on the website www.skillsgym.com.
15 Miscellaneous
15.1 Severability. If any provisions of these Terms and Conditions are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms and Conditions will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
15.2 Assignment. The Customer may not assign or transfer the Agreement or any rights or obligations to any third party.
15.3 Notices. All notices from the Company intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you on your account. If you change this email address, you must update your email address on your personal settings page.
15.5 Confidentiality. Confidential information is commercial or technical information concerning the Company, the Modules, the Materials, the Additional Services, and, more generally, any information communicated to the Customer in the context of the execution of this Agreement (the Confidential Information). Unless with prior written consent of the Company, the Customer will not use, reproduce or distribute Confidential Information, either directly or indirectly, other than in the strict framework of the execution of the Agreement. The Customer undertakes to take the necessary measures to ensure compliance with this confidentiality obligation by its employees/subcontractors whom it may call upon for the execution of the Agreement and for whom it is responsible. This confidentiality obligation shall not apply if the Customer can prove that such information was in the public domain, or that the Customer became aware of it through other channels, without breaching its confidentiality obligation. At the first request of the Company, the Customer will destroy or return all copies or copies of the Confidential Information communicated to it.
15.6 Governing law and jurisdiction. The Agreement shall be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Ghent shall have sole jurisdiction should any dispute arise relating to the Agreement or the Terms and Conditions.