Keyskill.Com’s Registered Users and Members Terms and Conditions
These terms and conditions apply to Registered Users (defined below) and Members (defined below) of Keykill.com Limited a company registered in England and Wales under registered number 06683835 (‘Keyskill’). These terms and conditions do not affect the Member’s and/or Registered User’s statutory rights.
These terms and conditions take into account rights granted to consumers under the Consumer Protection (Distance Selling) Regulations 2000 (‘Regulations’) where such consumers are contracting via distance selling. As such, if you are not a consumer or if you a consumer but not buying via distance selling, please note that some of the rights under the Regulations including the right to return does not apply to you.
If you have any suggestions or comments or if you need to contact Keyskill, please use the contact details listed on Keyskill’s website.
1. Definitions
1.1 Advertisements means advertisements defined in Clause 10.
1.2 Confidential Information means any information that is proprietary or confidential which is expressly identified as such by the Party making the disclosure.
1.3 Content means content as defined in Clause 8.1.
1.4 Database means the database(s) accessible from the Website which contains the various Presentations and Power Points accessible by Registered Users and Members as part of the Registered User’s Services and Member’s Services (as the case may be).
1.5 Forum means the discussion forum hosted by Keyskill on the Website.
1.6 Member means You who have selected the ‘Member’ option on the Website; duly completed the relevant registration process; duly paid the Subscription to Keyskill; and have been issued with the relevant Username and Password by Keyskill.
1.7 Member’s Services means the member’s services defined in Clause 2.2 which are accessible by a Member from the Website.
1.8 Parties means Keyskill, and the Member or Registered User (as the case and context requires).
1.9 Password means the password in respect of a unique Username which Keyskill will provide to a Member or a Registered User (as the case may be) which would allow (as the case may be) such Member or Registered User to gain access (as the case may be) to the Member’s Services or Registered User’s Services.
1.10 Power Points means the various Power Points made available by Keyskill as part of the Member’s Services and Registered User’s Services on the relevant pages of its Website.
1.11 Presentations means the various Presentations made available by Keyskill as part of the Member’s Services and Registered User’s Services on the relevant pages of its Website.
1.12 Registered User means a person who has duly completed the free user registration process and who has been issued with a Username and Password by Keyskill.
1.13 Registered User’s Services means the registered user’s services defined in Clause 3.2 which are accessible by a Registered User from the Website.
1.14 Services means the Registered User’s Services and the Member’s Services.
1.15 Software means the various software deployed by Keyskill on the Website and the Database to enable the Members and Registered Users to access the Services.
1.16 Subscription means the yearly subscription fees detailed on the Website paid by a Member to Keyskill in order to access the Member’s Services.
1.17 Test means the relevant test associated with the relevant Presentation and Power Point which, if taken by a Member whose organisation and/or professional body have approved and endorsed such test, would provide Continuous Professional Development points to such Member.
1.18 Username means a unique username which Keyskill provides (as the case may be) to a Member or Registered User, which, when the relevant Password is entered will grant such Member or Registered User (as the case may be) access to the relevant Services.
1.20 You, Your or Yourself means the person completing the relevant registration form available on the Website and whose details are on such registration form in order to be a Member and/or Registered User of Keyskill.
1.21 You warrant that you are at least 18 years of age and that you are the person whose details have been incorporated into the relevant registration form as part of the process of registering (as the case may be) to be a Member or Registered User of Keyskill.
1.22 In these terms and conditions, references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.23 Subject to any relevant laws and regulations, these terms and conditions shall be the exclusive basis on which the Parties are contracting unless otherwise agreed in writing by a director and/or the manager of Keyskill.
2. Registered User
2.1 Upon duly completing the relevant registration process, You will be registered as a Registered User of Keyskill (which is free of charge) and be issued with a Username and Password. Details of such Username and Password shall be emailed to You.
2.2 In consideration of Registered User agreeing to comply with these terms and conditions, Keyskill grants to the Registered User a non-exclusive and non-transferable licence to access the following services (hereinafter as ‘Registered User’s Services’):
2.2.1 access to all Presentations, Power Points and Tests (but not the Test results) available on the Database; and
2.2.2 access to the Forum and with the ability to contribute to the Forum;
for the Registered User’s own non-commercial use provided that such use does not prejudice Keyskill commercially. For the avoidance of doubt, nothing in these terms and conditions grant to the Registered User any rights whatsoever in or relating to the source codes in the Software or to sell the Presentations or Power Points and/or any materials on the Website to third parties.
2.3 The authority to access the Registered User’s Services commences upon the relevant Username and Password being provided by Keyskill to the Registered User and ends if the contract arising from these terms and conditions are terminated under Clause 8.
2.4 Subject to Clause 2.2, the Registered User may search, view and print out hardcopies of material and information on the Registered User’s Services section of Database.
2.5 The Registered User shall not:
2.5.1 attempt to duplicate, modify, disclose or distribute any portion of the Software;
2.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
2.5.3 disclose the Software, Registered User’s Services, Usernames and Passwords to third parties, without Keyskill’s prior written consent; or
2.5.4 transfer, temporarily or permanently, any rights or obligations under these terms and conditions.
3. Member
3.1 Upon duly completing the relevant registration process and paying the Subscription, You will be registered as a Member of Keyskill and be issued with a Username and Password.
3.2 In consideration of the Member paying the Subscription to Keyskill, Keyskill grants to the Member a non-exclusive and non-transferable licence for a period of 12 months calculated from the date the Username and Password was first used by the Member to access the following services (hereinafter as ‘Member’s Services’):
3.2.1 access to all Presentations, Power Points and Tests available on the Database;
3.2.2 access the results of the applicable Test;
3.2.3 access to the Forum and with the ability to contribute to the Forum; and
3.2.4 time spent on the Website including a breakdown on each Presentation, Power Point and Test; and to provide such third party e.g. employer and/or professional body of the Member as may be nominated by the Member by email, information in respect of the time spent on the Website including a breakdown on each Presentation, Power Point and Test.
for the Member’s own non-commercial use provided that such use does not prejudice Keyskill commercially. For the avoidance of doubt, nothing in these terms and conditions grant to the Member any rights whatsoever in or relating to the source codes in the Software or to sell the Presentations or Power Points and/or any materials on the Website to third parties.
3.3 The authority to access the Member’s Services commences upon the relevant Username and Password being provided by Keyskill to the Member and ends upon expiry of the 12 months from the date the Member first log onto the Website to utilise the Member’s Services or earlier if terminated pursuant to the provisions of these terms and conditions.
3.4 Subject to Clause 3.2, the Member may search, view and print out hardcopies of material and information on the Member’s Services section of Database.
3.5 The Member shall not:
3.5.1 attempt to duplicate, modify, disclose or distribute any portion of the Software;
3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
3.5.3 disclose the Software, Member’s Services, Usernames and Passwords to third parties, without Keyskill’s prior written consent; or
3.5.4 transfer, temporarily or permanently, any rights or obligations under these terms and conditions.
4. Use of the Services by Member and/or Registered User
4.1 When You register to be a Member or a Registered User (as the case may be), You would be required to provide information about Yourself (such as identification or contact details) as part of the registration process for the relevant Services, or as part of Your continued use of the Services. You agree that any registration information that You provide to Keyskill will be accurate, correct and up to date.
4.2 The Member and/or Registered User agree not to access (or attempt to access) the relevant Services by any means other than through the interface that is provided by Keyskill on the Keyskill Website unless specifically allowed to do so in a separate written agreement with Keyskill.
5. Registered User’s and Member’s Obligations
5.1 Subject to Clauses 2 and 3 above, the Registered User or Member (as the case may be) shall not:
5.1.1 copy, print out or otherwise reproduce any information or materials extracted from the relevant sections of the Database nor any material relating to any part of the relevant Services, except as permitted under these terms and conditions or authorised by Keyskill in writing;
5.1.2 make available (as the case may be) the Registered User’s or the Member’s Username and Password and/or any part of the relevant Services available to anyone. Where such disclosure of Username and/or Password occurs, the Registered User or the Member (as the case may be) shall inform Keyskill immediately so that Keyskill can take appropriate security measures. In addition, where the Member or Registered User (as the case may be) wishes to terminate these terms and conditions with Keyskill, the Registered User or the Member (as the case may be) agrees to inform Keyskill of the same so that Keyskill can update the system. The Member and/or Registered User agree and understand that Member and/or Registered User (as the case may be) are solely responsible for maintaining the confidentiality of his/her User Name and Password. Accordingly, the Member and/or Registered User agree that Member and/or Registered User (as the case may be) will be solely responsible for all activities that occur under the relevant account; and/or
5.1.3 use the relevant Services and/or information extracted from the relevant section of the Database for any illegal, fraudulent or immoral purposes.
5.2 The Registered User or the Member (as the case may be) shall notify Keyskill immediately of any errors or inaccuracies in respect of any information and/or data arising from the relevant Services which the Registered User and/or Member (as the case may be) become aware of so that Keyskill can take such steps to update and/or correct such information and/or data. In this regard, the Registered User or the Member (as the case may be) shall contact Keyskill.
5.3 The Member or the Registered User (as the case may be) acknowledges that Keyskill and Keyskill’s licensors own all intellectual property rights in the Software, Database and the Services. Except as expressly stated in these terms and conditions, these terms and conditions do not grant the Member or the Registered User (as the case may be) any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Database and/or Services.
5.4 The Registered User or the Member acknowledges that all information provided as part of the relevant Services including information posted on the Forum are provided on an ‘as is’ basis and Keyskill does not warrant the accuracy and/or reliability of the same. As such, Keyskill shall not be liable for any loss suffered by the Registered User and/or Member as a result of the Registered User or Member (as the case may be) using and/or relying on the information and/or materials available as part of the relevant Services or on the Forum.
5.5 The Member or the Registered User (as the case may be) is responsible for configuring its computers and maintaining its internet connection in order to access the relevant Services and to provide for its own virus protection software.
5.6 The Member and/or Registered User acknowledge and agree that if Keyskill disables access to the Member’s and/or Registered User’s account, the Member and/or Registered User (as the case may be) may be prevented from accessing the relevant Services.
5.7 The Member and/or Registered User (as the case may be) agree that the Member and/or Registered User shall not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.8 The Member and/or Registered User acknowledge and agree that while Keyskill may not currently have set a fixed upper limit on the number of transmissions and/or contribution the Member and/or Registered User can make or may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Keyskill at any time, using Keyskill’s reasonable discretion.
6. Keyskill’s Obligations and Intellectual Property Rights
6.1 Keyskill warrants that to the best of its knowledge, the Services, Database and Software will not infringe any patents, designs or copyright of third party. In the event the Registered User or Member (as the case may be) is aware and/or has reasonable suspicion that the Services, Database and/or Software may infringe the intellectual property or any third parties, the Registered User or Member (as the case may be) agrees:
6.1.1 to notify Keyskill as soon as it is practicable of any such claim being made;
6.1.2 that Keyskill shall be entitled at its expense to conduct any litigation that may ensue and negotiations for settlement of such claim; and
6.1.3 that the Registered User or Member (as the case may be) shall give Keyskill all information and assistance reasonably necessary (at Keyskill’s expense) to defend or settle such claim and the Registered User or Member (as the case may be) shall not compromise or settle such claim save that under no circumstances shall Keyskill admit liability for and/or on behalf of the Member or Registered User without such Registered User’s or the Member’s prior written consent, such consent not to be unreasonably withheld or delayed.
6.2 In the event of such a claim set out in Clause 6.2, Keyskill shall be entitled at its own expense and option either to:
6.2.1 procure the right (as the case may be) for the Registered User or Member to continue using the relevant Services, Software and/or Database;
6.2.2 make such alterations, modifications or adjustments to the relevant Services, Software and/or Database so that they become non-infringing, without incurring a material diminution in performance or function;
6.2.3 replace the relevant Services, Software and/or Database with non-infringing substitutes, provided that such substitutes do not entail a material diminution in performance or function;
6.2.4 remove the infringing Services, Software and/or Database; and/or
6.2.5 in the case of the Member, return the Subscription (on a pro-rata basis) to the Member.
6.3 Keyskill shall have no liability if the alleged infringement is based on:
6.3.1 use (as the case may be) by the Registered User or the Member of the Software and/or Database in a manner contrary to the terms of these terms and conditions; or
6.3.2 use (as the case may be) by the Registered User or the Member of the Software and/or Database after notice of the alleged or actual infringement from Keyskill or any other person.
6.4 The Parties agree that Clauses 6.2 and 17 set out the Registered User’s or the Member’s (as the case may be) sole and exclusive rights and remedies, and Keyskill’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
6.5 Keyskill will take reasonable steps to ensure that the relevant Services and Software that Keyskill provides to Registered User or the Member (as the case may be) are virus-free. Notwithstanding the foregoing, Keyskill makes no representation or warranty that the whole or any part of the relevant Services will be accessible at all times or be virus free.
6.6 Subject to Clause 12, as between the Parties, the Member or the Registered User (as the case may be) acknowledges and agree that Keyskill and/or Keyskill’s licensors (as the case may be) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.7 Except as provided in Clauses 2 and 3, nothing in these terms and conditions give the Member and/or Registered User (as the case may be) any rights to use any of Keyskill’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
6.8 Keyskill agrees that other than the limited license specified in Clause 12, Keyskill has no right, title or interest in or to any Content that the Member and/or Registered User (as the case may be) submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in such Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless otherwise agreed in writing, the Member and/or Registered User (as the case may be) are responsible for protecting and enforcing those rights.
7. Privacy and Personal Information
7.1 Keyskill is committed to ensuring that the Member’s and/or Registered User’s (as the case may be) privacy is protected and Keyskill is compliant with the Data Protection Act 1998. For information on Keyskill’s data protection practices, please read Keyskill’s privacy policy (‘Privacy Policy’).
7.2 The Member and/or Registered User (as the case may be) agree to the use of the Member’s and/or Registered User’s (as the case may be) data in accordance with the Privacy Policy.
8. Content of Forum and Services
8.1 Without prejudice to Clauses 5.3 and 5.4, the Member and/or Registered User (as the case may be) understand that all information and materials (including the Presentation, Power Points, data files, written text, pictures or images) (collectively as ‘Content’) which is accessible as part of the relevant Services and on the Forum are the sole responsibility of the person from which such Content originated.
8.2 Without prejudice to the generality of Clause 5.4, Keyskill reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service including without limitation to the Content on the Forum.
8.3 The Member and/or Registered user (as the case may be) understand that by using the Services and in particular, the Forum that the Member and/or Registered User (as the case may be) may be exposed to Content that the Member and/or Registered User (as the case may be) may find offensive, indecent or objectionable and that, in this regard, the use of the Services including the Forum is at the Member’s and/or Registered User’s own risk.
8.4 The Member and/or Registered User (as the case may be) agree that the Member and/or Registered User (as the case may be) is solely responsible for any Content that the Member and/or Registered User create, transmit or display while using the Forum and for the consequences of the Member’s and/or Registered User’s actions (including any loss or damage which Keyskill may suffer) by doing so.
8.5 Without prejudice to the generality of Clause 8.4 above:
8.5.1 the Member and/or Registered User (as the case may be) undertake not to upload any Content onto the Forum or send and/or transmit to other members and/or registered users any Content which are illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules, regulations or laws to which such Content are subject.
8.5.2 the Member and/or Registered User (as the case may be) shall be solely responsible for the accuracy, legality, and compliance with the relevant rules and regulations in respect of the Content sent by such Member and/or Registered User (as the case may be); and
8.5.3 the Member and/or Registered User (as the case may be) warrant that the Member and/or Registered User (as the case may be) have obtained all necessary consents, approvals and licences for the use of third party intellectual property rights in particular such third party intellectual property rights relating to such Content being uplaoded onto the Forum and the use of such third party intellectual property rights will not violate any intellectual property rights belonging to any third party.
8.6 In the event of an infringement of (or allegations of) Clauses 8.4 and 8.5, or if Keyskill reasonably suspects such an infringement has occurred, Keyskill may, without giving notice to the Member and/or Registered User and without liability, suspend availability of such Content or remove such Content, pending clarification of such allegations or suspicion.
8.7 The Parties shall notify each other as soon as reasonably possible after becoming aware of any third-party allegation of a breach of the provisions of Clauses 8.4, 8.5 and/or 8.6.
9. Indemnity
9.1 The Member or the Registered User (as the case may be) agrees to defend, indemnify and hold Keyskill harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with the Member’s or the Registered User’s (as the case may be) use of the Software, Database, uploading of Content and/or the relevant Services (including the Forum) including the situation where the Member and/or Registered User (as the case may be) are in breach of these terms and conditions, provided that:
9.1.1 (where applicable) the Member or the Registered User (as the case may be) is given prompt notice of any such claim by Keyskill;
9.1.2 (where applicable) Keyskill provides reasonable co-operation to the Member or the Registered User (as the case may be) in the defence and settlement of such claim, at the Member’s or the Registered User’s (as the case may be) expense; and
9.1.3 the Member or the Registered User (as the case may be) is given sole authority to defend or settle the claim.
10. Advertisements
10.1 Some of the Presentations and Power Points are supported by advertising revenue and may display advertisements and promotions (‘Advertisements’). These Advertisements may be targeted to the content of information stored on the Presentation and Power Point.
10.2 The manner, mode and extent of advertising by Keyskill on the Website are subject to change without specific notice to the Member and/or Registered User (as the case may be).
10.3 In consideration of Keyskill granting the Member and/or Registered User (as the case may be) access to and use of the relevant Services, the Member and/or Registered User (as the case may be) agree that Keyskill may place such advertising on the Website.
11. Confidentiality
11.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these terms and conditions. A Party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;
11.1.2 was in the other Party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
11.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence; or
11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than those contemplated under these terms and conditions.
11.3 Each Party shall use reasonable endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of these terms and conditions.
12. Intellectual Property Rights of Member and Registered User
12.1 Keyskill acknowledges that the Member and/or Registered User retain all intellectual property rights including copyright in Content submitted, posted or displayed by such Member and/or Registered User (as the case may be) on the Forum. By submitting, posting or displaying such Content, the Member and/or Registered User hereby grants to Keyskill a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content on the Website and to display, distribute and promote the Services.
12.2 The Member and/or Registered User (as the case may be) agree that:
12.2.1 The licence granted under Clause 12.1 includes a right for Keyskill to make such Content available to other companies, organisations or individuals with whom Keyskill has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services;
12.2.2 Keyskill, in performing the required technical steps to provide the Services to its other users including other members and registered users, may:
12.2.2.1 transmit or distribute such Content over various public networks and in various media; and
12.2.2.2 make such changes to such Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.
12.3 The Member and/or the Registered User (as the case may be) confirm and warrant to Keyskill that the Member and/or Registered User (as the case may be) have all the rights, power and authority necessary to grant the licence in this Clause 12.
12.4 This Clause 12.4 shall survive the termination of the contract incorporating these terms and conditions.
13. Software Updates
13.1 The Software used may be updated from time to time by Keyskill. These updates are designed to improve, enhance and further develop the Services and may include bug fixes, enhanced functions, new software modules and completely new versions. The Member and/or Registered User (as the case may be) agree that Keyskill is entitled to carry out such updates without notice to the Member and/or Registered User although Keyskill will use reasonable endeavours to notify the Member and/or Registered User in advance of such updates if such updates would adversely affect the Services when such updates are being installed.
13.2 Keyskill reserves the right, without notice, to suspend temporarily or alter the operation of the relevant Services for legal, regulatory or technical reasons. Where commercially feasible, Keyskill will notify (as the case may be) the Registered User or the Member in advance of planned downtime, which, if reasonably practicable, will be scheduled outside of normal business hours in the United Kingdom.
13.3 In addition, the Parties agree that Keyskill shall be entitled to update and/or make changes to the Database from time to time at its sole discretion including adding and/or removing Presentations and Power Points.
14. Links
14.1 The Website may include hyperlinks to other websites or content or resources. The Member and/or Registered User acknowledge and agree that:
14.1.1 Keyskill has no control over any such websites;
14.1.2 Keyskill is not responsible for the availability of any such external linked websites or resources; and
14.1.3 Keyskill does not endorse such websites or resources
and as such, the Member and/or Registered User (as the case may be) acknowledge and agree that Keyskill is not liable for any loss or damage which may be incurred by the Member and/or Registered User (as the case may be) as a result of the non-availability of such external websites or resources, or as a result of any reliance placed by the Member and/or Registered User on any materials and/or information external websites or resources.
15. Subscription
15.1 Keyskill accepts payment through Visa, American Express and Master Card (collectively as ‘Credit Cards’), Maestro, Solo and Pay Pal.
15.2 No payment shall be deemed to have been received until Keyskill has received cleared funds.
15.3 Where payment of the Subscription is made by Credit Card, Keyskill reserves the right to charge the Member a surcharge of 3%.
16. Distance Selling
16.1 Where the Member is a consumer and is entering into a contract with Keyskill via distance selling including contracting via the Website, such Member shall have the right to cancel the contract entered into between Keyskill and such Member for the Member’s Services within 7 days of entering into such contract as provided for under the Consumer Protection (Distance Selling) Regulations 2000 (‘Regulations’).
16.2 To exercise the Member’s cancellation rights, the Member shall notify Keyskill in writing of its intention to cancel the contract by:
16.2.1 emailing Keyskill; or
16.2.2 faxing Keyskill at +441453 756065.
17. Exclusion and Limitation of Liability
17.1 Keyskill gives the Registered User or the Member (as the case may be) no warranty or assurance, except as set out in Clause 6 above. The Registered User or the Member (as the case may be) acknowledges that all implied warranties and conditions are excluded to the maximum extent permitted by law.
17.2 This Clause sets out Keyskill’s entire financial liability (including any liability for the acts or omissions of Keyskill’s employees, agents and sub-contractors) to the Registered User or the Member (as the case may be) in respect of:
17.2.1 any breach of these terms and conditions;
17.2.2 any use (as the case may be) made by the Registered User or the Member of the relevant Services (including the Forum), Database or the Software or any part of them; and
17.2.3 any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with these terms and conditions.
17.3 Nothing in these terms and conditions shall exclude either Party’s responsibility for death or personal injury which is due to such Party’s negligence, fraud and/or fraudulent misrepresentation
17.4 Subject only to Clause 17.3, except as expressly and specifically provided in these terms and conditions, Keyskill excludes all liability for any loss or damage including consequential loss and loss of business arising from the Registered User’s or the Member’s (as the case may be) inability to access the Services and/or errors contain in any information forming part of the Services or the relevant sections of the Database.
17.5 Subject only to Clauses 17.3 and 17.4, Keyskill excludes all liability for:
17.5.1 consequential or indirect losses including without limitation to loss of profit, loss of goodwill, loss and/or corruption of data suffered by the Member and/or Registered User (as the case may be):
17.5.2 any loss or damage which may be incurred by the Member and/or Registered User as a result of:
17.5.2.1 any reliance placed by the Member and/or Registered User (as the case may be) on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between the Member and/or Registered User (as the case may be) and any advertiser or sponsor whose advertising appears on the Website;
17.5.2.2 failure by the Member and/or Registered User to keep confidential his/her Username and/or Password;
17.5.2.3 the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through the Member and/or Registered User’s utilisation of the relevant Services;
17.5.2.4 failure of the Member and/or Registered User to provide Keyskill with accurate and timely information; and
17.5.2.5 any changes which Keyskill makes to the relevant Services, or for any permanent or temporary cessation in the provision of the relevant Services (or any features within the relevant Services).
17.6 Subject only to Clauses 17.3, 17.4 and 17.5, Keyskill’s maximum liability for any loss arising from Keyskill’s breach of these terms and conditions or negligence shall be limited to £50 and the insured value where Keyskill is insured.
17.7 This Clause 17 shall survive the termination of such contract incorporating these terms and conditions.
18. Termination
18.1 The contract incorporating these terms and conditions may be terminated by Keyskill if the Member or Registered User (as the case may be) is in material breach of any of its terms and if the breach is not remedied within the period of 14 working days after written notice of it has been given.
18.2 The contract incorporating these terms and conditions may be terminated by the Member or Registered User (as the case may be) if Keyskill is in material breach of any of its terms and if the breach is not remedied within the period of 14 working days after written notice of it has been given. If such contract is terminated by a Member pursuant to this Clause, the Member will be entitled to pro-rata return of the Subscription.
18.3 A Member or Registered User (as the case may be) may terminate the contract incorporating these terms and conditions at any time by giving Keyskill 7 day prior written notice by contacting Keyskill. In the case of a Member, where Keyskill is not in breach of these terms and conditions, no refund of the Subscription shall be given to the Member.
18.4 Keyskill shall be entitled to terminate the contract incorporating these terms and conditions in the event:
18.4.1 Keyskill is required to do so by law e.g. where the provision of the relevant Services to the Member and/or Registered User is, or becomes, unlawful);
18.4.2 the partner with whom Keyskill relies on to offered the relevant Services has terminated its relationship with Keyskill or ceased to offer the relevant Services;
18.4.3 Keyskill is transitioning to no longer providing the relevant Services (or part thereof) to users, members and/or registered users in the country in which such Member and/or Registered Member are resident; or
18.4.4 the provision of such Services or part thereof to in Keyskill’s opinion is no longer commercially viable.
18.5 In the case of a Member, where Keyskill terminates the contract incorporating these terms and conditions, Keyskill shall refund the Subscription paid by Member on a pro-rata basis.
18.6 On termination of the contract incorporating these terms and conditions for any reason all licences granted under these terms and conditions shall immediately terminate.
18.7 The termination of the contract incorporating these terms and conditions shall not affect or prejudice the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
19. Changes in these Terms and Conditions
19.1 The Member and/or Registered User acknowledge and agree that Keyskill may make changes to these terms and conditions. In such a case, Keyskill will notify the Member and/or Registered User of such change by providing a notice on the Website. Keyskill will ensure that the Member and/or Registered User will be provided with no less than 14 days notice before such change comes into affect. Such notice shall run from the date such notice is posted on the Website.
19.2 The Member and/or Registered User (as the case may be) agrees that use of the relevant Services after the date on which the changes come into force shall be deemed as acceptance by the Member and/or Registered User of such change to these terms and conditions.
19.3 Where a Member and/or Registered User object to such change, such Member and/or Registered User shall be entitled to terminate the contact arising from these terms and conditions by notifying Keyskill. In the case of a Member, the Member shall be entitled to a pro-rata refund of the Subscription paid by the Member to Keyskill.
20. General Provisions
20.1 The rights provided under these terms and conditions are granted (as the case may be) to the Registered User or the Member only.
20.2 These terms and conditions is not intended to benefit anyone other than the Parties to it and, in particular, no provisions of these terms and conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
20.3 Unless specifically provided otherwise, rights arising under these terms and conditions are cumulative and do not exclude rights provided by law.
20.4 If any provision (or part of a provision) of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it provisions are deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
20.6 These terms and conditions and such other terms and conditions set out on the Website constitute the entire agreement and understanding of the Parties and supersede any previous agreement between the Parties relating to the subject matter of these terms and conditions. Each of the Parties acknowledges and agrees that in entering into these terms and conditions it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to these terms and conditions or not) other than as expressly set out in these terms and conditions.
20.7 These terms and conditions shall be governed under English law and the Parties submit to the non-exclusive jurisdiction of the English courts.
