This Agreement is for the services supplied through our platform at https://www.skillreactor.io (or any of its subdomains) and the Membership Service we supply.
AGREEMENT TO THESE TERMS
Please Read these terms carefully - You are subject to these terms and conditions, as though you have signed them when you enter the Website and use the Services of the SkillReactor and upon any application to become a Member and use the Membership Services.
If you do not agree to them you must leave the Website and may not use the services.
We are a platform which aims to provide students the opportunity to practice their coding skills on real life projects, for training purposes.
This can be done as project on your own or by gathering together a team and working on these projects together.
We also offer other exclusive services, through our Membership Scheme and/or additional purchasable services, including 1-1 coding support and mentoring, with opportunities to connect with recruiters and employers directly.
1 Definitions and Interpretation:
1.1 In this Agreement:
1.2 The headings titles are for convenience only and shall not affect the interpretation of this Agreement.
1.3 References to clauses are, unless the context otherwise requires, to clauses of this Agreement.
1.4 References to the singular include the plural and vice versa, and references to one gender include the other gender.
1.5 References to either party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective lawful successors, assigns or transferees.
1.6 References to the masculine shall include the feminine (as the context shall require).
1.7 Any phrase introduced by the expressions “including” or “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.8 Unless specifically provided to the contrary all notices under this Agreement shall be in writing.
2 Terms and Conditions
2.1 The terms and conditions contained within this Agreement shall govern the supply by the Company to the student of the Services to the exclusion of all other terms and conditions whatsoever, including without limitation any standard terms for the supply of the services that may be used from time-to-time by the students through this platform. For the avoidance of doubt, these terms shall take precedence over any of the Company’s terms and conditions that may be communicated to the student in the course of providing the Services, including the Membership Services. Further, this Agreement will take precedence over any other contract, agreement or understanding between the parties held previous to this Agreement.
2.2 The Company acts in all its contracts as a principal at law and neither party is an agent, representative or partner of the other party. The Company has no right, power or authority to (i) enter into any agreement for or on behalf of the student unless otherwise stated in this Agreement.
2.3 This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.
2.4 Under the Terms of the Consumer Rights Act 2015 when purchasing the services from Us as a consumer you have the right to change your mind within fourteen (14) days of purchase and receive a full refund, providing you have not used the Services supplied. If you have used, including downloading materials, you are unable to receive a refund for the services supplied. For
further information please for to www.citizensadvice.org.uk
4. Membership Terms of Service
4.1 Taking out a Membership allows you to access certain premium features or content in exchange for a one-time or recurring fee, as applicable (the “Member Services”). Your transactions and any other use of the Member Services are subject to these Membership Terms of Service (“Membership Terms of Service”).
4.2 By using a Membership Service, you agree to (1) these Membership Terms of Service; and (2) SkillReactor and all other terms and conditions that generally apply to the SkillReactor Website (all of these together are the “Terms”). Please read the Terms carefully. If you don’t understand them, or don’t accept any part of them, then you’re not allowed to use the Membership Services.
4.3 Fees. Subscription fees for the Membership Services are recurring payments (except where identified as otherwise).
4.4The term may be monthly or annual, as described in the course the of transaction.
4.5 Your subscription begins upon payment of a first instalment of subscription fees. The subscription renews monthly or annually as applicable upon the payment of automatically recurring subscription fees. Monthly or annual fees are charged on the same day of the month that the subscription began.
4.6 Payment: SkillReactor accepts payment via the current payment method indicated at time of purchase, which may include debit or credit card, Apple Pay, Stripe and any other form of payment that we make available to you from time to time. You agree to abide by any relevant Terms of Service or other legal agreement whether with SkillReactor or the terms of the payment provider.
4.7Prices for Membership Services may change at any time, and SkillReactor will give reasonable notice of any price changes via the normal communication method used e.g. email, text or other electronic means.
4.8 You agree to pay for any Member Services that you order. SkillReactor will charge your credit card or other form of payment for the price listed on the relevant Membership Services offer, along with any additional amounts relating to applicable taxes, bank fees and currency fluctuations. 4.9 If you purchase any automatically renewing subscriptions, you agree that SkillReactor will charge the payment method on file on the first day of each billing period for the relevant subscription fee and if the payment method on file becomes invalid due to an expired credit card or other similar reason and we are unable to charge you on the next billing period, SkillReactor reserves the right to revoke your access to any Membership Services you have ordered until you update your payment method. If you fail to update your payment method within a reasonable amount of time, SkillReactor may cancel your subscription.
4.9 Your Plan may start with a trial, limited, or complete access to our Platform (“Company Partnership Plan”) facilitated through a company or community partnership between a third-party entity and SkillReactor (each, a “Company Partner”). The scope and features of the Platform available to you, the length of your Company Partnership Plan, and the fee (if applicable, and whether paid by you or the Company Partner) will be set out during checkout—most often through a specific URL dedicated to the Company Partnership Plan or set forth in your Sales Order. Together with our Company Partner, we reserve the right, in our absolute discretion, to determine your eligibility for a Company Partnership Plan, and to withdraw or to modify your Company Partnership Plan at any time without prior notice and with no liability. As a Company Partnership Plan user, you acknowledge and agree that your use of and access to the Platform is subject to (i) these Terms, and (ii) any other terms and conditions mandated by the applicable Company Partner as set forth as set forth in your agreement with the Company Partner.
5. Cancellations and Refunds of Membership Services
5. Cancellation and Refunds.
5.1 You can cancel your Membership Services at any time.
5.2 If you purchase a subscription to Membership Services that automatically renews, you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period, except as otherwise communicated to you by SkillReactor.
5.3 You will retain access to the Member Services from the time you cancel until the start of the next billing period, and will not receive a refund or credit for any remaining days in your remaining Membership time. Membership fees paid are final and nonrefundable, unless otherwise determined by the SkillReactor.
5.4 If SkillReactor reasonably determines that a user has violated these Membership Terms of Services, SkillReactor may immediately terminate the membership and the user’s access to Membership Services without notice and without refund.
5.5. Refund requests should be directed to firstname.lastname@example.org.
6.1 The Students use of these services including the Membership Services must be only for personal, non-commercial use.
6.2 You agree not to use any project work, in whole or in part in connection with any public presentation even if no fee is charged, except where you have prior written permission of SkillReactor.
6.3 You are receiving a non-exclusive license to access the services and the Membership Services and all rights, title and interest in the works (including any content offered through the Membership Services) not expressly granted to you in these Terms are reserved by SkillReactor and its licensors.
6.4 If SkillReactor reasonably determines that you violated any part of the services and/or the Membership Terms of Service, your rights under this Clause 6 will immediately terminate and SkillReactor may terminate your access to the serves, including the Membership Services and/or your SkillReactor account without notice and without refund to you.
7.1 When you use the Services including the Membership Services, you may not (or attempt to):
7.2 Changes or discontinuation of the Services and/or the Membership Services. SkillReactor reserves the right to change the availability of the Services and/or the Membership Services. In addition, we reserve the right to modify, suspend, or discontinue any Services including Membership Services with or without notice to you and we will not be liable to you or any third party for any such modifications, suspension, or termination.
8. Removal or Unavailability of Content
8.Removal or Unavailability of Content.
8.1 In certain cases, content available within the Service and/or Membership Service may become unavailable due to restrictions from our licensors or other legal or policy reasons. SkillReactor will have no liability to you for any such unavailability.
8.2 Changes to the Membership Terms of Service or the Services supplied through this platform - We may change these Membership Terms of Service from time to time so we encourage you to periodically review the most up-to-date version, we post a last updated date at the bottom of this document. If you refuse to accept the updated Membership Terms of Service or any other terms then SkillReactor reserves its right to discontinue your use of the Services and Membership Services.
9.1 By using the Services and the Membership Services, you consent to receiving communications from us including marketing communications such as newsletters about SkillReactor features and content, special offers, promotional announcements, and customer surveys, to your registered email address or via other methods.
10. Account Responsibilities
10. Your Account and responsibilities
10.1 You’re responsible for your use of the Services and any content you provide, including compliance with applicable laws.
10.2 Content supplied through the platform may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so. Your use of the Services must comply with these terms.
10.3 If you register for an account to access some or all of our Services. Help us keep your account protected. Safeguard your password to the account, and keep your account information current. We recommend that you do not share your password with others.
10.4 You may not use, or apply to use, these Services on behalf of someone else (such as another person or entity), you represent that you and only you use the Services supplied and Membership Services.
10.5 SkillReactor may review your conduct and content for compliance with these terms and our rules, and reserves the right to remove any violating content.
10.6 SkillReactor reserves the right to delete or disable content alleged to be infringing the intellectual property rights of others, and to terminate accounts of repeat infringers.
11. Rights and Ownership of Your Submitted Works or Content
11Rights and ownership
11.1 You retain your rights to any content you submit, post or display
on or through the Services.
Unless otherwise agreed in writing, by submitting, posting, or displaying content on or through the Services, you grant SkillReactor a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your content and any name, username or likeness provided in connection with your content in all media formats and distribution methods now known or later developed on the Services.
11.2 You expressly agree to give SkillReactor the right to show your performance results (based on submission made by you) to recruiters and employers who express and interest in you.
11.3 SkillReactor needs this license because you own your content and SkillReactor therefore can’t display it across its various surfaces (i.e., mobile, web) without your permission.
11.4 This type of license also is needed to distribute your content across our Services. For example, you post a story on SkillReactor. It is reproduced as versions on our website and distributed to multiple places within SkillReactor, such as the homepage or reading lists. A modification might be that we show a snippet of your work (and not the full post) in a preview, with attribution to you.
11.5 A derivative work might be a list of top authors or quotes on SkillReactor site that uses portions of your content, again with full attribution. This license applies to our Services only, and does not grant us any permissions outside of our Services.
11.6 So long as you comply with these terms, SkillReactor gives you a limited, personal, non-exclusive, and non-assignable license to access and use our Services.
11.7 The Services are protected by copyright, trademark, and other means. These terms do not grant you any right, title or interest in the Services, other users’ content on the Services, or SkillReactor trademarks, logos or other brand features.
11.8 SkillReactor welcomes feedback, including any comments, ideas and suggestions you have about our Services. We may use this feedback for any purpose, in our sole discretion, without any obligation to you. We may treat feedback as nonconfidential.
11.8 We may stop providing the Services or any of its features within our sole discretion. We also retain the right to create limits on use and storage and may remove or limit content distribution on the Services.
12.1 You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with or without notice.
13.1 The Company warrants to the student that it has the authority to enter into this Agreement and will ensure its compliance with it.
13.2 The company does not offer any warranty in respect of the Services and Membership Services supplied, to the fullest extent allowed by law.
13.3 The Company offers no warranty that the Services supplied will meet the requirements of the student or will be made available on an uninterrupted, secure or on an error free basis.
13.4 No advice or information, whether oral or in writing, from the Company or through this platform, or the Services supplied will create any warranty expressly or otherwise.
14 Data Protection
14.1 The Company acknowledges that in providing the Services the Company will be acting as a Data Processor processing personal data on behalf of the Data Controller, as each of those terms are defined under the Data Protection Act 2018 (the “DPA”).
14.2 The Company shall ensure that any employees and agents shall observe the requirements of the DPA and any amendments or revisions thereto in relation to personal data, and shall comply with any request made or direction given by the other which is directly due to the requirements of the DPA.
14.3 As the Data Controller, the Company is responsible for handling subject access requests under the DPA. To ensure that subject access requests can be handled within the time limits defined by the DPA the Company will provide the student with all information the Company is holding related to them within fourteen (14) days, or as soon as reasonably possible, at no cost.
14.4 The Company shall use all reasonable endeavours to co-operate with a request from the student to transfer any personal data provided such transfer is in accordance with the DPA and/or good industry practice.
15.1 This Clause 15 relates to all data (the “Secure Data”) under this Agreement (including without limitation Personal Data).
15.2 The Company will only process the Secure Data for the purposes specified in this Agreement. All information generated as a result of this processing remains the students property. Save where the Company’s dealings with the Secure Data are specified by this Agreement, the Company shall act only on instructions from the student in respect of the Secure Data and shall not otherwise read or in any way examine the Secure Data. Other than where the secure data is required for the supply of the Services.
15.3 The Company will not sub-contract any processing or give any third party access to any of the Secure Data without the student’s prior written consent. The Company shall be responsible for the acts and omissions of such subcontractor or third party as the Company is for its own acts and omissions.
15.4 The Company shall implement reasonable technical and organisational security measures in accordance with best industry practice. The Company warrants that it has in place appropriate technical and organisational data security measures and levels of security in accordance with best industry practice appropriate to the nature of the Services.
15.5 The Company shall report forthwith to the Student all security incidents, which resulted in or could have resulted in a compromise of the confidentiality, integrity or availability of the Secure Data. The Company shall also report forthwith to the Student all security incidents, which resulted in or could have resulted in breach of this Agreement and relevant legislation, regulation and/or codes of conduct.
15.6 The Company will only give law enforcement agencies, private litigants and similar bodies access to the Secure Data when legally obliged to do so by Court Order or similar instrument. For the avoidance of doubt the receipt of a data protection exemption form from a law enforcement entity is not sufficient ground for the Secure Data to be released by the Company. The Company will immediately notify the student of any law enforcement access requests unless such notification is unlawful.
16 Limitation of Liability
16.1 The student’s total liability under or in relation to the Agreement (whether such liability arises due to negligence, tort, breach of contract, breach of statutory duty, misrepresentation or for any other reason) shall be limited to an amount equal to the total Fees paid by the student to the Company in the last twelve (12) months under this Agreement, except where such liability occurs through breach of terms of this Agreement, then full liability shall prevail.
16.2 The Company does not accept any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, tort, breach of contract, breach of statutory duty, misrepresentation or for any other reason) for any indirect loss or damage, consequential loss or damage, or special loss or damage. For the purposes of this clause 16.2 the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
17.1 The student indemnifies and shall keep indemnified the Company, in full and on demand against all liabilities, losses, claims, costs and expenses (including without limitation legal expenses) which the company may incur arising directly or indirectly from or in connection with any claim made or threatened as a result of the student and his/her actions under this Agreement:
17.2 The student indemnifies and shall keep the Company in full on demand against all liabilities, losses, claims, costs and expenses (including without limitation legal expenses) which the Company may incur arising directly or indirectly from or in connection with any claim made or threatened by or on behalf of any intellectual property rights of the Company or any other licensor.
18 Force Majeure
18.1 Neither party will be liable for any breach of this Agreement due to any cause beyond that party’s control including, but not limited to an act of God; insurrection or civil disorder; war or military operations; national or local emergency; fire, explosion, flood, pandemic or the act or omission of any party for whom the party affected is not responsible and which is beyond the affected party’s control (including other telecommunications service providers). The affected party will use all reasonable endeavours to bring the event to an end or find a solution by which the Agreement may be performed despite the event.
18.2 If the affected party is prevented from performing its obligations for a continuous period in excess of two (2) months either party may terminate this Agreement immediately by serving written notice on the other party, in which case neither party has any liability to the other except as regards rights and liabilities which have already accrued which will continue to subsist or are expressed to continue beyond the termination of this Agreement.
19. Dispute Resolution
19.1 Each party agrees and acknowledges that any dispute, claim or controversy arising out of or in connection with these terms and conditions or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services (collectively, “Disputes”) shall be submitted to arbitration and will be settled by binding arbitration
19.2 If the parties do not agree upon an arbitrator, either party may request a nomination from the chair of the arbitration. The parties agree and acknowledge that should any dispute arise that an appointment of an officer from The Centre for Effective Dispute Resolution (CEDR) will be made and his/her recommendations will be adopted.
19.3 The parties agree and acknowledge that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Each party agrees and acknowledges they are waiving the right to a trial by jury or to participate as a plaintiff or class expert in any purported class action or representative proceeding.
19.4 It is agreed and acknowledged unless all parties otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void.
19.5 This “Dispute Resolution” will survive any termination of these terms and conditions.
20.3 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.4 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of the executed signature page of a counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.
20.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.6 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part this Agreement shall continue to be valid as to the other provisions hereof and the remainder of the affected provision.
20.7 Nothing in this Agreement shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent for any purpose between the parties.
20.8 The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Agreement this shall not operate as a wavier of a subsequent breach of that provision, or as a wavier of a breach of any other provision.
20.9 Neither party is entitled to transfer or assign this Agreement without the other’s prior written consent, such consent not to be unreasonably withheld.
20.10 The rights, powers and remedies provided in this Agreement are (unless provided otherwise in this Agreement) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
20.11 Any terms which show by their words and/or intent to survive termination of this Agreement shall do so.
21. Law and Jurisdiction
21.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, subject to clause 19.
21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Last updated 08-03-2022