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 offer.
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 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 BV, 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 220 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) an intake meeting between the Customer and the Company prior to a Program with the aim of preparing or modifying the Program to the specific needs of the Customer (2h): EUR 660;
(iii) 90 minutes group class (online or on site; group of max. 10 participants), delivery by one expert trainer, (does not include access to platform): EUR 1.500;
(iv) 90 minutes group class (online or on site; group of 11 - max. 20 participants), delivery by one expert trainer, (does not include access to platform): EUR 2.000;
(v) 90 minutes group class (online or on site; group of 21 -100 participants), delivery by one expert trainer, (does not include access to platform): EUR 2.500;
(vi) workshop facilitation Skills Training with business actor. Group size max. 10 participants (3 hours), delivery by one expert trainer and one business actor, (does not include access to platform): EUR 2.000;
(vii): full day workshop. Group size max. 15 participants, delivery by one expert trainer (does not include access to platform): EUR 2.500;
(viii): full day workshop with business actor in the afternoon. Group size max. 10 participants, delivery by one expert trainer and business actor (does not include access to platform): EUR 3.000;
(ix) Customized On-Demand Program: price to be discussed
2.3 If the Customer does not cancel or reschedule the Additional Services, all Fees as described in the offer will remain due and payable.
2.4 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).
2.5 Standard payment term: 30 days from invoice date.
(i) 25% deposit upon confirmation of proposal (you will receive an advance invoice for this purpose).
(ii) Invoicing is done on a monthly basis.
(iii) All invoices have to be paid within 30 days after the date of the invoice. For late payments, an interest of 1% per month, where each month begun is considered to have expired, will be charged up to the day of the effective payment. Every disagreement with the invoice should be addressed in writing to The Company, within 30 days after the date of the invoice.
2.7 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.
2.8 Whenever the Customer employs their accounting tool for invoice processing, an additional fee of €150 will be applied to the total invoiced amount. This fee is intended to cover the supplementary administrative efforts involved in integrating our invoicing process with the client's chosen accounting system. It will be clearly delineated as a separate line item on the invoice and is payable upon invoicing.
3 Description of the SkillsGym or SkillsGym Health membership
3.1 A SkillsGym membership allows the Customer access to 40 topics and programs, 120 challenges and bi-weekly live workouts + Q&A (10 months a year) on the SkillsGym platform with the aim to build a holistic skillset for leaders and teams, and to inspire meaningful habit change and conversations. Every Module consists of (i) an on-demand webinar scheduled on a monthly as well as just-in-time basis, (ii) Extra resources related to the skills. All fees are also exclusive of VAT and travel expenses (EUR 0,70/km).
3.2 Membership Benefits: Upon subscribing to the SkillsGym membership, the Customer is entitled to exclusive discounts on standard live sessions on topics included in SkillsGym membership (90-minute live session and 3-hour workshop). Here is an overview of normal pricing, SkillsGym pricing, and the discount applied:
| Type of activity |
Normal price |
SkillsGym price |
Discount applied |
|
Session max. 10 people |
1.500 |
1.200 |
20% |
|
Session with business actor |
2.000 |
1.850 |
7,5% |
|
Session 11-20 people |
2.000 |
1.500 |
25% |
|
Session 21 – 100 people |
2.500 |
1.625 |
35% |
|
Keynote (light customization) |
4.000 |
2.600 |
35% |
1-day workshop max. 15 people | 2.500 | 2.500 | Not applicable |
1-day workshop with business actor in afternoon max. 10 people | 3.000 | 3.000 | Not applicable |
3.3 Upon acceptance of the SkillsGym membership or SkillsGym Health membership by the Customer, the Company will organize the first Module within a maximum of two months after the date of acceptance.
3.4 Price Adjustment Clause: The Company reserves the right to adjust the pricing of memberships annually according to the European HICP (Harmonised Index of Consumer Prices) as published by Eurostat. Any changes to membership pricing will be communicated to customers in advance, with clear notification of the adjusted fees and the effective date of the changes.
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.
4.5 Setup Fee:
To initiate the SkillsGym membership, customers are required to pay a one-time setup fee. This fee is EUR 500 for standard membership initiation, which includes granting access to all users on the platform and conducting a kickoff meeting to commence the membership and discuss best practices.
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 5000. For customization our regular Times and Means conditions apply. As specified under 2.2.
6 Pricing of Additional Services for SkillsGym membership and SkillsGym Health membership
6.1 If the Customer orders Additional Services, the following pricing fees apply, subject to the conditions outlined in Section 3.2, which specifies the discount on live sessions as a Membership Benefit:
(viii) general tariff: EUR 220 per hour. This tariff is the default tariff in case the Additional Service cannot be defined under the terms below;
(ix) an intake meeting between the Customer and the Company prior to a Program with the aim of preparing or modifying the Program to the specific needs of the Customer (2h): EUR 660;
(x) Upon subscribing to the SkillsGym membership, the Customer is entitled to exclusive discounts on standard live sessions on topics included in SkillsGym membership (90-minute live session and 3-hour workshop) as mentioned in 3.2.
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 program
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 Invoicing
8.1 General Invoicing for CUTESolutions, SkillsGym, and SkillsGym Health
(i) Payment Terms: All invoices must be paid within 30 days from the invoice date. Late payments will incur an interest charge of 1% per month, with each commenced month considered as fully expired, applied until the payment is effectively made. Any disagreements with the invoice must be submitted in writing to The Company within 30 days from the invoice date.
(ii) Payment Method: Invoices shall be paid into The Company’s bank account with the following details: IBAN BE02 7330 4384 5040 (BIC KREDBEBB).
8.2 Payment SkillsGym Memberships
Monthly option
- First Payment: Upon selecting the monthly payment option, the first payment must be made immediately via the webstore or upon receipt of the first invoice.
- Activation: Membership activation occurs after the first invoice is paid.
- Subsequent Payments: Monthly invoices will be sent to the customer for 12 months, with each invoice due for payment within 30 days of receipt.
Yearly Payment Option
- Payment: Upon selecting the yearly payment option, the full amount must be paid immediately via the webstore or upon receipt of the invoice.
- Activation: Membership activation occurs after the invoice is paid.
8.3 Invoicing of Additional Services for SkillsGym and SkillsGym Health Membership
- Additional Services: Any additional services rendered will be invoiced at the end of the month in which the services were performed.
9 Termination
9.1 Renewal
- Automatic Renewal: Memberships will automatically renew for another term (12 months for monthly payment plans, 1 year for yearly payment plans) unless action is taken.
- Termination: Termination of the membership is possible by providing notice at least 4 months prior to the renewal date.
9.2 Expiration of Licenses
- At the end of the membership term, any licenses granted to the Customer under Article 4.1 of these Terms and Conditions will automatically expire. The Company will delete users from the platform or request the deletion of all SCORM files from the Customer’s platform upon termination or expiration of the membership, whether it pertains to the SkillsGym platform or SCORM files on the Customer's platform.
9.3 Immediate Termination by The Company
- Grounds for Immediate Termination: The Company reserves the right to immediately terminate the Customer’s access and use of the SkillsGym or SkillsGym Health membership, Modules, or Materials if:
- (i) The Company believes or has reasonable grounds to suspect that the Customer is violating these Terms and Conditions (including any violation of the Company’s Intellectual Property Rights) or any other guidelines or policies issued by The Company.
- (ii) The Customer fails to meet payment obligations for more than 30 calendar days from the due date.
- Compensation for Early Termination: In the event of early termination due to a breach of these Terms and Conditions by the Customer, The Company is entitled to claim fixed compensation corresponding to the outstanding invoices under Article 8 (Invoicing), along with any additional direct or indirect damages.
10 60-Day Cancellation Guarantee
- Cancellation Period: Customers have the right to cancel their membership within 60 days of activation.
- Refund: If a cancellation request is made within this period, the customer will receive a full refund of the amount paid.
- How to Cancel: The cancellation request must be submitted by contacting customer support at info@skillsgym.com
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 is without prejudice to the right of the Company to terminate the agreement with immediate effect as provided under Article 9.3 or to the right of the Company to claim damages from the Customer.
12.1 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.
12.2 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/SkillsGym Health 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.
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.
15.4 Survival. Article 5, Article 12 and Article 13 will survive any termination or expiration of these Terms and Conditions or the Agreement.
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.
Updated on 13/08/2024