Last updated: May 2022

1. INTRODUCTION

1.1 Passion Sports Limited (referred to hereinafter as “Skilld”, “we”, “our”, “us”) is a private limited company registered in England & Wales with company number 12601378 and having a registered office at 13a Vernon Yard, London, W11 2DX.

1.2 Skilld allows children, parents, guardians and other authorised individuals (“Users, “you”, “your”) to subscribe to accessing its:

(a) online platform (and any additional Skilld-owned or licensed technology which relates to the online platform) (the “Skilld Platform”), which allows Users to upload video footage of them, or their children, playing football and invite professional qualified football coaches authorised by Skilld (the “Coaches”) to provide feedback, visual and audio, on such videos (“Skilld Request”); and

(b) services which relate to the Skilld Platform (the “Services”),

(together, the “Subscription”). Please note that our Services continue to grow and change. Please refer to the Skilld Platform for further information about the Services we provide.

1.3 These Terms and Conditions of Skilld Platform Use (“Agreement”) constitute the agreement between you and Skilld with regards to your use of the Skilld Platform and the Services, regardless of the manner in which you access or use the Skilld Platform and the Services.

2. ACCEPTING THIS AGREEMENT

2.1 Please read the terms of this Agreement carefully. This Agreement constitutes a written contract between you and Skilld and it affects your legal rights and obligations. Each time you access and/or use the Skilld Platform or Services, you agree to be bound by and to comply with this Agreement. Do not use the Skilld Platform if you do not agree to all of the terms of this Agreement.

3. PRIVACY

3.1 We process information about you in accordance with our Privacy Policy. For further information concerning how your personal data is processed in relation to the Skilld Platform and Services, please refer to our Privacy Policy: http://www.passionsports.co.uk/privacy.

4. SERVICES

4.1 Our Platform. Once a User submits a Skilld Request, all Coaches on the Skilld Platform will be notified, following which the Skilld Request will be assigned to the Coach who accepts the Skilld Request first.

4.2 Skilld will communicate the Coach’s decision regarding the Skilld Request to the relevant User via the Skilld Platform. In addition, Users will be able to view the status of any Skilld Requests they have submitted on the Skilld Platform.

4.3 Limitations of the Services.

(a) Skilld does not introduce nor supply the Coaches or coaching services to Users, nor do we select or propose specific Coaches for or to Users. Rather, Skilld offers an online platform that among other things enables Users to submit Skilld Requests and invite Coaches accept them. Any agreement between a User and a Coach regarding the provision of coaching services is solely between such User and Coach, and Skilld is not a party to any such agreement.

(b) Through the Skilld Platform, Users may submit certain information relating to themselves or their child, in addition to the Skilld Requests, including contact information, personal information, experience and interests; and Coaches may submit certain information relating to themselves, including expertise and experience. Any information made available on the Skilld Platform or through the Services, but not directly by Skilld, is the information of the relevant User or Coach (as applicable), and such User or Coach is solely responsible for such information. Skilld does not:

(i) guarantee or verify the accuracy, completeness, or usefulness of any information on the Skilld Platform or available through the Services or any other venue; or

(ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Skilld Platform or through the Services or any other venue, other than verifying coaching qualifications and DBS/safeguarding checks. Under no circumstances will Skilld (or any of its officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, resellers, or employees, hereinafter “Affiliates”) be responsible for any loss or damage resulting from your reliance on information or other content posted on the Skilld Platform or transmitted to or by any User or Coach on the Skilld Platform or through the Services or any other venue.

(c) Further, we do not have control over the quality, timing, or legality of the coaching services actually delivered by any Coach. Regardless of any other provision of this Agreement, we do not make any warranty or representations about the suitability, reliability, timeliness, or accuracy of the coaching services provided by any Coach and accept no liability in that regard. In particular, we have no control over any Coach’s decision to cancel an accepted Skilld Request and, regardless of any other provision of this Agreement, we do not take any responsibility for such decisions or make any warranty or representations regarding the reliability of an accepted Skilld Request.

(d) Skilld is not responsible for the conduct, whether online or offline, of any User of the Skilld Platform or the Services. Regardless of any other provision of this Agreement, Skilld does not make any warranty or representation regarding the integrity, responsibility or actions of any Coach, whether in public, private or offline interactions, and expressly disclaims any liability that may result from such actions.

4.4 Responsibilities.

(a) From the time of acceptance of a Skilld Request (“Acceptance Time”):

(i) Coaches must respond to a Skilld Request within two (2) hours by providing feedback to the User via the Skilld Platform;

(ii) Coaches may only cancel their acceptance of the Skilld Request within two (2) hours of the Acceptance Time by using the “cancel function” within the Skilld Platform (each a “Cancellation”); and

(iii) Users may only cancel their Skilld Request before the Coach starts providing feedback, by using the “cancel function” within the Skilld Platform.

(b) If a Coach fails to respond to a Skilld Request within two (2) hours of the Acceptance Time, or following a Cancellation, the Skilld Request will be made available for other Coaches to accept.

5. YOUR ACCOUNT

5.1 Creating your Account. To create an account, Users must provide their email address, date of birth and create a unique password, which they will then use to log in to the Skilld Platform (“Account Log-in Details”). When creating an Account, each User agrees to: (i) provide true, accurate, current and complete information as requested (together with Account Log-in Details, the “Account Information”) and (ii) promptly maintain and update such Account Information (as applicable) to keep it true, accurate, current and complete at all times. If the Account Information you provided is untrue, inaccurate, misleading or outdated, we have the right to suspend or terminate your Subscription with or without notice.

5.2 You shall be solely responsible for your Account.

(a) You, as the creator of your Account and Account Information, are solely responsible for your Account and Account Information. You are not permitted to upload offensive or obscene information to, or using your Account, as determined by us in our sole discretion. If an Account violates any part of this Agreement, we may immediately, temporarily, or permanently ban such an Account, change the Account Information associated with such Account, or suspend or terminate your Subscription, with or without notice.

(b) Please note that you are responsible for maintaining the confidentiality and security of your Account and Account Log-in Details at all times, and you agree to notify us if your Account Log-in Details are lost, stolen, or disclosed to an unauthorised third party, or otherwise may have been compromised. To the maximum extent permitted by applicable law, you will be deemed as the person who uses the Account, and any acts made by the Account will be deemed as your acts. You are solely responsible for all activities and transactions that occur under your Account no matter who actually uses the Account, and we are not responsible for any misuse or use of your Account, including without limitation in the event that your Account Log-in Details are stolen or revealed to a third party and/or used for transactions. You agree to immediately notify us of any misuse of your Account or any other breach of security in relation to your use of the Skilld Platform that is known to you. You agree to accept all risks of misuse of and unauthorised access to your Account and to hold us and our affiliates harmless from and against any misuse of your Account or your Account Information, including, but not limited to, improper or unauthorised use by someone to whom you revealed your Account Log-in Details.

5.3 Retrieving your Account. If you request to retrieve your Account when your access to the Skilld Platform is denied due to the loss of Account Information or Account Log-in Details, you are required to provide certain information according to the account retrieval process which we in our sole discretion implement on the Skilld Platform, and to ensure that all such information is legitimate, truthful and valid. Your Account may not be retrieved if the information or documentation provided by you fails our security verification, and you are solely liable for any and all risks and losses arising therefrom.

6. PAYMENT

6.1 In order to access the paid features of the Skilld Platform and Services, you are required to pay a subscription fee, which will be outlined on the Skilld Platform (the “Subscription Fee”). You may pay the Subscription Fee by:

(a) paying it in advance on a monthly basis, and payment of the Subscription Fee will grant you access to the paid features Skilld Platform and Services for one calendar month from the date of payment of the Subscription Fee (“Monthly Subscription Period”); or

(b) pre-payment giving you access to the Skilld Platform and Services for a specific time period ("Pre-paid Subscription Period").

6.2 Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.

6.3 Skilld may from time to time change the amount of the Subscription Fee, including the requirements, restrictions and instructions on how you may pay (“Subscription Fee Change”), and will communicate any Subscription Fee Changes to you in advance on reasonable notice. Subscription Fee Changes will take effect no earlier than one calendar month following the date of notification of the Subscription Fee Change. Subject to applicable law, by continuing to use the Skilld Service after the Subscription Fee Change takes effect, you will have accepted the new Subscription Fee. If you do not agree to a Subscription Fee Change, you can reject the Subscription Fee Change by unsubscribing from the Skilld Platform and Services prior to the price change going into effect by following the instructions set out in Section 10.

6.4 Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory or even city. Any change in tax rate will be automatically applied based on the account information you provide

6.5 Your payment to Skilld will automatically renew at the end of the Monthly Subscription Period or Pre-paid Subscription Period, as applicable, unless you unsubscribe from the Skilld Platform and Services before the end of the relevant Subscription Period or Pre-paid Subscription Period in accordance with Section 10.

7. YOUR USE OF THE SKILLD PLATFORM

7.1 User-Generated Content. We may, in our discretion, provide a user-generated content functionality through which you can create, upload, publish, submit, provide or otherwise make available and/or transmit content onto the Skilld Platform (including without limitation submitting reviews or feedback on the Coaches) (“User-Generated Content”). By contributing or making available any User-Generated Content on the Skilld Platform, you are granting us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable permission, right and licence for us to use, copy, adapt, edit, translate, make available, transmit and otherwise communicate, display and publish such User-Generated Content (or any part of it) on the Service and any parts of it, and also to store your contributions on our servers, for the purposes of providing the Skilld Platform and the Services and also for the purposes of reasonably marketing, promoting, publicising and operating the Skilld Platform, the Services and the content within them. Regarding User-Generated Content:

(a) you are responsible for all User-Generated Content you submit to us and share with others;

(b) you warrant and represent that:

(i) you own all necessary rights (including without limitation any and all intellectual property rights) to grant us the rights pursuant to Clause 7.1 and that the content is your original work;

(ii) your User-Generated Content does not infringe the rights of any third party (including without limitation their intellectual property or privacy rights) and does not defame a third party; and

(iii) you have obtained any and all necessary consents from any third party individuals and organisations featured in your User-Generated Content.

(c) we do not actively pre-moderate User-Generated Content, however if you have any concerns about particular content you have seen, please get in touch with us and let us know by email to: support@passionsports.co.uk; and

(d) without prejudice to the foregoing, we reserve the right to remove, moderate or delete User-Generated Content at our discretion (such as, without limitation, where we find it to be in breach of this Agreement or the spirit of it, or in breach of any community guidelines we may make available from time to time, or the spirit of them).

7.2 Access to and use of the Skilld Platform. You are responsible for making all arrangements necessary for you to have access to the Skilld Platform. You are also responsible for ensuring that all persons who access the Skilld Platform through your internet connection or your Account are aware of this Agreement, and that they comply with this Agreement. You are responsible for providing accurate, current and complete information whenever accessing or uploading information to the Skilld Platform and your Account.

7.3 Licence grant to User. Subject to your compliance with this Agreement, Skilld hereby grants to you a worldwide, revocable (in the circumstances set out in this Agreement), royalty-free, non-assignable, non-sub-licensable, non-transferrable, and non-exclusive licence to use the Skilld Platform (the “Skilld Platform Licence”). The Skilld Platform Licence is granted to you for the sole purpose of enabling you to use and enjoy the Skilld Platform and the Services in accordance with this Agreement. As set forth below, the Skilld Platform Licence does not provide you with title to or ownership of the Skilld Platform (or any component thereof or rights therein), but only a limited licence to use the Skilld Platform in accordance with this Agreement and subject to the use restrictions described herein.

7.4 Licence grant by User. You have the right, and hereby grant to Skilld, its Affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide licence to use, copy, perform, display, reproduce, adapt, modify and distribute any information, images, videos, materials and content (“User Materials”) uploaded by you to the Skilld Platform and to prepare derivative works of, or incorporate into other works, such User Materials, and to grant and authorise sublicenses of the foregoing. You further represent and warrant that use of such User Materials by Skilld will not infringe or violate the rights of any third party.

7.5 Acceptable use restrictions. Your use of the Skilld Platform and the Services is subject to this Agreement and applicable laws and regulations. You shall not:

(a) use the Skilld Platform and the Services if you are not fully able and legally competent to agree to this Agreement;

(b) use the Skilld Platform and the Services unless in compliance with applicable laws and this Agreement;

(c) hack (or attempt to hack), modify, translate, adapt, disassemble, decompile, reverse engineer, or create any derivative works based on the Skilld Platform (or any portion thereof), including any files, documentation or tables or determine or attempt to determine any source code, methods, techniques or algorithms embodied in the Skilld Platform or any derivative works thereof;

(d) modify, adapt, import, copy, make derivative works of, distribute, transmit, publicly display, sublicense, sell, assign, lease, lend, rent, offer for sale or otherwise commercially exploit the Skilld Platform or any content made available on or from the Skilld Platform;

(e) remove, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices and legends contained on or in the Skilld Platform;

(f) infringe our intellectual property rights or those of any third party in relation to your use of the Skilld Platform or create software which mimics any data or functionality in the Skilld Platform;

(g) make the Skilld Platform or any part of it available to any third party (aside from fairly and honestly providing links to the Skilld Platform or showing it to other people) or otherwise display, publish, copy, print, post or otherwise use the Skilld Platform and the information contained therein for the benefit of any third party or website;

(h) in any way conduct yourself in a manner which is unlawful, gives rise to civil or criminal liability or might call us or the Skilld Platform into disrepute, or otherwise use the Skilld Platform or any part of it unfairly or for any illegal or immoral purpose;

(i) market, lease or rent the Skilld Platform (or any part thereof) for a fee or charge, or use the Skilld Platform to advertise or perform any commercial solicitation;

(j) interfere with or attempt to interfere with the proper functioning of the Skilld Platform (or any part thereof), disrupt any networks connected to the Skilld Platform (or any part thereof), or bypass any measures we use or may use to prevent or restrict access to the Skilld Platform (or any part thereof);

(k) use automated scripts to collect information from or interact with the Skilld Platform (or any part thereof) in any way;

(l) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from us or the Skilld Platform;

(m) use the Skilld Platform (or any part thereof) and the Services in a manner that may create a conflict of interest or undermine the purposes of the Skilld Platform and the Services;

(n) collect or harvest any information or data from the Skilld Platform or our systems or attempt to decipher any transmissions to or from the servers; or

(o) use the Skilld Platform (or any part thereof) to upload, transmit, distribute, store or otherwise make available in any way:

(i) files that contain viruses or other material that is malicious or harmful;

(ii) defamatory, obscene, offensive, hateful or inflammatory material;

(iii) any content that would constitute or encourage a criminal offence; or

(iv) content that, in the sole judgment of Skilld, is objectionable or which restricts or inhibits any other person from using the Skilld Platform, or which may expose us or our Users to any harm or liability of any type.

7.6 You understand, acknowledge, and agree that any violation of the foregoing provisions may in our sole discretion and judgment lead us to terminate our business relationship with you and/or may subject you to criminal liability and/or liability for damages, costs, expenses, or fees (including attorney’s fees) incurred by Skilld in enforcing its rights against you under this Agreement.

8. UPDATES TO THE SKILLD PLATFORM; AVAILABILITY

8.1 We aim to update the Skilld Platform regularly, and may change the content at any time. We do not promise to ensure that the Skilld Platform remains available or that the information and materials on the Skilld Platform are kept up to date.

8.2 As part of the Skilld Platform, you may be permitted to download certain digital content such as (without limitation) information about Coaches and available coaching services from Coaches (“Skilld Information”). We reserve the right, with or without prior notice and in our sole and complete discretion, to discontinue, modify, or limit the available quantity of any Skilld Information or to limit or prohibit their download or use.

9. LINKING

9.1 Linking to third party sites. The Skilld Platform may provide links to other websites operated by the Coaches or third parties who are not related to, affiliated with or endorsed by Skilld (“Third Party Websites”). These links are provided for your information only, and the Third Party Websites are not governed by this Agreement but by other agreements or policies that may differ from this Agreement. In visiting the Third Party Websites, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding the Third Party Websites, and do not endorse the Third Party Websites or any content in those Third Party Websites. We encourage you to review the terms of use of each Third Party Website before using them.

9.2 Linking to the Skilld Platform. You may link to the Skilld Platform, provided you do so in a way that is fair and legal, is non-deceptive and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Skilld Platform in any website that is not owned by you. The Skilld Platform must not be framed on any other website, nor may you create a link to any part of the Skilld Platform other than the home page. We reserve the right to withdraw linking permission without notice.

10. TERMINATION AND SUSPENSION

10.1 You can terminate your Subscription at any time by using the respective app store subscription cancellation steps, following which Skilld will not collect the Subscription Fee in relation to the following Subscription Period. When you terminate your Subscription, this will take effect the day after the last day of the current Monthly Subscription Period or Pre-paid Subscription Period. We do not provide refunds or credits for any partial Monthly Subscription Period or partial Pre-paid Subscription Period, except as expressly stated in this Agreement.

10.2 Skilld reserves the right, in its sole discretion, to do any of the following, for any reason or no reason and with or without notice:

(a) terminate or suspend your Account and/or your Subscription;

(b) modify, adapt or update any service or content provided on the Skilld Platform;

(c) close the Skilld Platform indefinitely; or

(d) remove any content posted by or about you from the Skilld Platform.

10.3 If your Account is suspected to be involved in illegal or improper activities (such as being hacked), you shall cooperate with (e.g. answer the questions truthfully) the relevant personnel designated by us to solve the issue. You further acknowledge and agree that, if we determine that your Account is involved in any improper or illegal acts, we have the right to suspend or terminate your Subscription and take remedial measures. You also acknowledge and agree that we are not obligated to provide you with evidence relating to the suspected improper or illegal acts of your Account.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 You acknowledge and agree that all copyright, trademarks and other intellectual property rights in the Skilld Platform content, software and all HTML and other code contained in the Skilld Platform shall remain at all times vested in Skilld and/or its licensors and is protected by copyright and intellectual property and other laws. All intellectual property rights are reserved.

11.2 The Skilld Platform and its contents are copyright-protected material and the copyright is owned by Skilld unless stated otherwise. Without limiting the foregoing, copying the above listed materials to any other server or location for publication, reproduction or distribution is expressly prohibited. Generally speaking, trademarks appearing on the Skilld Platform are either owned by Skilld or Skilld has obtained limited permission from the trademark owner to use the trademark on the Skilld Platform. Any other third party trademarks remain the property of their respective owners. “Skilld” is a registered trademark of Skilld. You are not permitted to use this registered trademark without our approval.

11.3 If you wish to obtain permission to make use of any of the copyrights, trademarks or other rights or material that may be displayed on the Skilld Platform from time to time, please contact us at support@passionsports.co.uk. Skilld shall not be responsible for seeking any additional authorisation required for third party use of any trademark not owned by or licensed to Skilld for such use.

11.4 Your unauthorised use of intellectual property rights owned by Skilld or its licensors may violate copyright, trademark, privacy, publicity, communications, and other laws which may result in personal liability for you, as well as potential criminal liability.

12. RELEASE OF LIABILITY FOR USER CONDUCT AND DISPUTES

12.1 Any issues concerning the conduct of a User or a Coach; including (without limitation) cancellation by a User of any Skilld Request, or by a Coach of any confirmed acceptance of a Skilld Request, due to the inaccuracy of information uploaded by either party to the Skilld Platform; must be resolved directly by the Coach and/or the User, as appropriate. Skilld will not be held responsible and expressly disclaims any liability whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues. By using this Skilld Platform and/or the Services, you do hereby represent, understand, and expressly agree to be responsible for and hold Skilld harmless for any claim or controversy that may arise from any disputes between you and any other User(s) and Coaches on the Skilld Platform.

12.2 Skilld will use its reasonable efforts to monitor usage of the Skilld Platform by Coaches and Users and suspend privileges to any User not adhering to this Agreement. You agree to take reasonable precautions in all interactions with other Users of the Skilld Platform or the Services, particularly if you meet offline or in person. By using the Skilld Platform or the Services, you do hereby agree to report any alleged improprieties of any Users therein to Skilld immediately by notifying Skilld of the same via electronic correspondence at support@passionsports.co.uk.

13. DISCLAIMERS; LIMITATION OF LIABILITY

13.1 You accept that the Skilld Platform is offered on an “as-is” and “as available” basis. To the fullest extent permitted under applicable law, Skilld and its Affiliates disclaim all warranties, express or implied (whether by statute, common law or the law of equity), including without limitation implied warranties of merchantability, fitness for a particular purpose, performance or suitability for your intended use, title and non-infringement as to the Skilld Platform, including all information, content and materials contained therein. Skilld takes every reasonable precaution and care in relation to the Skilld Platform but we do not warrant that the provision of the Skilld Platform or material displayed on it will meet your requirements, be uninterrupted, timely, secure or error-free, that defects will be corrected or that this Skilld Platform is free of software viruses or bugs or other defects. To the maximum extent permitted by law, and subject to Section 13.3, Skilld disclaims any liability for any perceived false, misleading, incomplete, inaccurate, or otherwise defective content or misstatements or misrepresentations made by any Users of the Skilld Platform or any other venue. You hereby represent, understand and agree to hold Skilld and its Affiliates harmless for any misstatements and/or misrepresentations made by or on behalf of you on this Skilld Platform or in any other venue. Content is provided for informational purposes only, and Skilld is not responsible for any reliance upon or use of the content by you or other Users, or by any third party, which is accessed at your own discretion and risk.

13.2 All Users hereby expressly agree not to hold Skilld or its Affiliates liable for the actions or omissions of any Coach or User or for any information, instruction, or advice which originated or services that were arranged through the Skilld Platform. To the maximum extent permissible under applicable law, each User hereby irrevocably waives any right they may have to bring a claim against Skilld and Skilld and its Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or disputes that have arisen or may arise, whether known or unknown, therefrom.

13.3 Subject to Section 13.1, we accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time (in each case whether direct or indirect) or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. To the extent permitted by applicable law, our total aggregate liability to you for all and any damages, losses or causes of action arising, by reason of or in connection with your use of Skilld Platform (whether contractual, tortious or otherwise), shall be limited to £150.00 (one hundred and fifty pounds).

13.4 Nothing in this Agreement limits or excludes our liability: (i) for death or personal injury caused by our negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) in any way that is not permitted under applicable law.

13.5 You agree that where a breach of this Agreement will cause irreparable injury to Skilld for which monetary damages would not be an adequate remedy and Skilld shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

14. COMPLAINTS

14.1 If you wish to make a complaint about the Skilld Platform, the Services, the conduct of a Coach or another User on the Skilld Platform, or the feedback received from a Coach in relation to a Skilld Request, you may contact us at support@passionsports.co.uk (“Complaint”).

14.2 Following receipt of a Complaint, Skilld will use reasonable endeavours to promptly resolve such Complaint, and such resolution may involve issuing credits or a refund to the relevant User (acting in its sole discretion). In every such case, Skilld’s decision is final.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement, and any non-contractual obligations arising from it or in relation to it, shall be governed by and construed in accordance with the laws of England and Wales.

15.2 You and Skilld agree that the courts of England will have exclusive jurisdiction in relation to any claims arising out of or in relation to this agreement.

16. GENERAL PROVISIONS

16.1 Variation. Skilld reserves the right to amend this Agreement at any time. Any changes we make to this Agreement will be posted on this page and where appropriate, notified to you by e-mail. We recommend that you review this Agreement from time to time as any changes we make will be binding on you.

16.2 Severability. If any provision in this Agreement is ruled invalid, unlawful, void or unenforceable by a court of competent jurisdiction, that provision will be removed from this Agreement without it affecting the rest of the Agreement and the remaining provisions of this Agreement will continue to be valid and enforceable.

16.3 Security. We do not guarantee that the Skilld Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer program and platform to access the Skilld Platform. You should use your own virus protection software.

16.4 No Waiver. No failure or delay by you or Skilld in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.

16.5 No Partnership or Joint Venture. This Agreement shall not be construed as creating a partnership, joint venture, franchise or agency relationship between you and Skilld.

16.6 Entire Agreement. This Agreement constitutes the whole legal agreement between you and Skilld and governs your use of the Skilld Platform and completely replaces any prior agreements between you and Skilld in relation to the Skilld Platform.

16.7 Third Parties. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.8 No Assignment. You will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement, without the prior written consent of Skilld.