We’ve drafted these Terms in plain English so you can understand exactly what you’re agreeing to - no dense legal jargon, no hidden catches. Our goal is to state your rights and our responsibilities with transparency and fairness, making it easy for you to focus on creating great learning experiences. If anything here feels unclear or could better serve both parties, please let us know so we can improve.

1. Introduction & Acceptance

1.1 Who we are

These Terms of Service (“Terms”) are a legal agreement between Skilitics Limited (“Skilitics”, “we”, “our” or “us”), a company incorporated and headquartered in New Zealand, and the individual or entity that creates an account or otherwise uses our Skilitics Interact platform (“you”, “your” or “Customer”).

1.2 Binding effect

By (a) clicking an “I agree”, “Accept”, “Sign up” or similar button, (b) completing an online registration, or (c) accessing or using any part of the Service, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, or if you are under the minimum age specified in clause 1.4, do not use the Service.

1.3 Authority to bind an organisation

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” will refer to that entity throughout these Terms.

1.4 Eligibility

The Service is intended only for natural persons who are at least 16 years old (or the age required by applicable law to form a binding contract, if higher). You must ensure all users under your account meet this requirement.

1.5 Updates to these Terms

We may modify these Terms from time to time. Unless a shorter period is required for legal or security reasons, changes take effect on the earlier of;

• (a) your next subscription renewal or

• (b) 30 days after we notify you (by email, in-product message, or website banner).

Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If a change materially diminishes your rights and you object within 30 days of notice, you may terminate your subscription and we will refund any prepaid fees for the unused portion of your current term in accordance with the cancellation-and-refund rules in Section 4.3.

1.6 Document hierarchy

These Terms govern on all matters of liability, confidentiality, dispute resolution and other legal issues. Our Privacy Notice, Data Processing Addendum (DPA) and Sub-Processor List describe how we handle personal data, but they do not override or expand the liability limits, confidentiality obligations or any other protections set out in these Terms. If a conflict arises, these Terms prevail. Each of those documents is incorporated by reference and will be interpreted consistently with this hierarchy.

1.7 Separate written agreements

If we have executed a separate written agreement with you (for example, an enterprise master services agreement), that agreement will govern to the extent it conflicts with these Terms.

1.8 Definitions & structure

Capitalised terms are defined either in context or in Section 2 (Definitions). Each heading is for convenience only and does not affect interpretation.

2. Definitions

For clarity, the capitalised terms below have the following meanings in these Terms. Other terms are defined where they first appear.

These definitions apply equally to singular and plural forms and to any reasonable grammatical variations.

3. Account Registration, Security & Eligibility

3.1 One human per login

Each Skilitics account is personal to a single natural person. Login credentials may not be shared, transferred, or made available to any other individual or automated system. This rule preserves the integrity of learning modules and audit trails.

3.2 Accuracy of registration information

You must provide true, complete and current information when creating an account and keep it updated at all times. We may suspend or terminate accounts with false or incomplete details.

3.3 Password security and access controls

You are solely responsible for;

• (a) safeguarding credentials (including requiring strong, unique passwords and enabling any multi-factor authentication we offer);

• (b) all activities that occur under your account, whether authorised or not; and

• (c) promptly notifying us at security@skilitics.com of any suspected unauthorised access or security incident.

We are not liable for loss or damage resulting from your failure to comply with this clause.

3.4 Hobbyist (inactive) accounts

Hobbyist plans remain free only while the account shows activity within the preceding 30 days. If no qualifying activity is detected, we may suspend or delete the account (together with any stored content) after reasonable notice. Re-activation may require upgrading to a paid plan.

3.5 Professional and Team subscriptions

• Seat-based licences. Each seat is tied to one named user. Re-assignment to another individual is permitted only with our prior written consent.

• Team administrators. The Customer designates one or more Team administrators who:

  • (i) control seat assignment,

  • (ii) manage billing, and

  • (iii) act as our primary contact. All Team members remain bound by these Terms.

• Additional features & quotas. Team-only collaboration tools and higher usage limits apply only while the user is attached to the Team subscription.

3.6 Competitors

Employees or agents of companies that offer or plan to offer competing products may only register or access the Service with our express written permission, and may not use information obtained through the Service to the detriment of Skilitics.

3.7 Age & authority confirmations

By creating an account you reaffirm that

• (a) you satisfy the minimum-age requirement in Section 1.4, and

• (b) if you act on behalf of an organisation, you have authority to bind that entity.

3.8 Suspension for security or policy breaches

We may suspend or restrict access to your account, with or without notice, if we reasonably believe:

• (i) the account is compromised,

• (ii) you have breached these Terms (including the no-sharing rule),

• (iii) continued use poses a security or legal risk, or

• (iv) required to comply with law or a valid court order.

Section 13 (Suspension, Inactive Accounts & Termination) details additional consequences and your reinstatement rights.

3.9 Confidential credentials

Credential information is Skilitics’ Confidential Information. You must not disclose it except to the authorised user of that specific account.

4. Plans & Subscriptions

4.1 Plan Options

The Service is offered through several subscription plans, currently Hobbyist (free), Professional (individual paid seat), Team (pooled paid seats) and any other plans we may introduce (collectively, “Plans”). The current features, quotas, and pricing for each Plan are listed on our website’s Pricing Page (which is incorporated by reference). We may update or discontinue Plans from time to time under clause 1.5 (Updates to these Terms).

4.2 Seat-based licence model

• Each paid “seat” may be used by one named person (see Section 3 for the no-sharing rule).

• Re-assigning a seat to a new user requires our prior written approval and may be subject to additional fees.

• Team-plan administrators can allocate seats within the quota purchased, but the underlying licences remain personal to each end-user.

4.3 Billing schedules, auto-renewal & cancellation

All fees are stated and charged in U.S. dollars unless we specify otherwise.

4.3.1 Monthly Plans

• Your payment method is charged in advance each month on the same calendar day that you first subscribed (“subscription-anniversary date”).

• You may cancel at any time in your account settings or via the billing portal. Cancellation stops future charges; access continues until the end of the current billing month.

• Fees for the current month are non-refundable and we do not issue credits for unused time, except where required by law.

4.3.2 Annual Plans

• Your payment method is charged in advance for 12 months on the subscription-anniversary date.

• We offer a 14-day money-back guarantee on

  • (i) your first annual payment, and

  • (ii) each annual renewal.

• After 14 days you may cancel at any time. We will

  • (a) re-price the months already elapsed at our then-current monthly rate, and

  • (b) refund any unused balance.

    Example – six months into a 12-month term: you pay six months at the monthly rate and receive a refund of the remaining six months.

• Refunds are issued to the original payment method within 5–10 business days after cancellation is processed.

4.3.3 Price changes

If we change the monthly or annual rate, we will give at least 30 days’ notice. The new rate takes effect on your next subscription-anniversary date unless you cancel before then.

4.4 Fee changes

We may change prices or introduce new charges. We will give at least 30 days’ notice before the change applies to you. If you do not agree, you may cancel (effective at the end of the current term); continued use after the notice period constitutes acceptance of the new fees.

4.5 Upgrades, downgrades & additional seats

• Upgrades (e.g., Hobbyist → Professional, or adding seats) take effect immediately and the additional fee is prorated for the remainder of the current term.

• Downgrades or seat removals take effect at the next renewal; we do not issue partial-term refunds except where required by law or clause 1.5.

• Feature or quota changes happen as soon as the new Plan becomes active.

4.6 Free, trial & beta offerings

• Hobbyist accounts, time-limited trials, beta features and other no-charge products (“Free Services”) are provided “as is”, with no service-level commitments and a liability cap of US $0 (see Sections 14 & 15).

• Hobbyist accounts require activity at least once every 30 days. We may suspend or delete inactive Hobbyist accounts (and related content) after reasonable notice.

• We may modify or discontinue any Free Service at any time.

4.7 Payment terms

• You authorise us (and our payment processor) to charge your chosen payment method for all fees when due.

• If a charge is rejected or overdue, we may

  • (i) suspend access to the Service

  • (ii) charge late-payment interest at 1.5% per month (or the maximum legal rate), and

  • (iii) recover reasonable collection costs.

4.8 Taxes

Fees are exclusive of any value-added, goods-and-services or similar taxes. You are responsible for all such taxes, except those based on our net income. If withholding tax applies, you will gross-up the payment so we receive the full amount invoiced.

4.9 Refund policy

The refund terms in 4.3 govern Monthly and Annual Plans. Except for those terms, a pro-rated refund under Section 1.5 (material changes) or where required by law, all payments are non-refundable.

4.10 Plan-specific terms

Certain Plans may include additional conditions (for example, usage limits or support levels). Those conditions apply only to the users subscribed to that Plan and will control to the extent they conflict with this Section 4.

5. Permitted & Prohibited Use of the Service

5.1 Limited licence

Subject to these Terms and timely payment of all fees, Skilitics grants you a personal, non-exclusive, non-transferable, revocable right to access and use the Service and any associated documentation solely:

• (a) to design, build and publish training modules and other digital learning content for your own or your organisation’s internal or client-facing purposes; and

• (b) to evaluate the Service with a view to procuring additional seats or features.

No rights are granted except as explicitly set out here; all other rights are reserved by Skilitics.

5.2 Acceptable activities

Under the licence above you may, for legitimate business or personal learning purposes:

1. Create, edit, preview, export and publish modules or courses created within the Service;

2. Invite collaborators through the authorised Team features;

3. Upload, store and manage assets you own or are properly licensed to use (see Section 7);

4. Access the Service through our official web interface, API endpoints or other methods we expressly document; and

5. Make a reasonable number of backup or archival copies of exported content for disaster-recovery or compliance purposes.

5.3 Prohibited activities

You must not, directly or indirectly:

• (a)  Share, sell, lend or otherwise disclose login credentials

• (b)  Copy, frame, mirror, scrape or data-mine the Service or its underlying data, except as allowed by robots.txt or an API agreement

• (c)  Reverse-engineer, decompile, disassemble, translate or otherwise seek to discover source code or non-public facing features

• (d)  Use the Service to develop or improve a competing product or service, or to benchmark or publish performance results without our prior written consent

• (e)  Upload, transmit or store content that is (i) unlawful, defamatory, harassing, hateful, discriminatory, obscene, exploitative, or (ii) infringes any third-party IP or privacy rights

• (f)  Distribute malware, viruses, ransomware, or other harmful code or engage in phishing, spamming or other abusive behaviour

• (g)  Bypass, disable or interfere with security or usage-limit features, including rate limits, quota counters or authentication checks

• (h)  Conduct penetration testing, vulnerability scanning or load testing without our prior written authorisation

• (i)  Use automated scripts or bots to access the Service in a manner that exceeds a human user’s typical interaction rate, unless expressly permitted by an API agreement

• (j)  Access or use the Service if you are barred by applicable export-control, sanctions or other laws

• (k)  Provide access to competitors or otherwise obtain the Service for competitive intelligence in breach of Section 3.6

5.4 Open-source and third-party components

Certain code libraries we provide may be released under separate open-source licences. Those licences govern your use of the relevant component, but do not grant permission to access or reuse any other part of the Service.

5.5 Consequences of breach

We may suspend or terminate your access, remove offending content, and pursue any other remedies available at law or in equity if we reasonably believe you have breached this Section 5 or encouraged others to do so. Section 13 describes suspension and termination procedures; Section 15 limits our liability for any resulting loss of content or revenue.

6. Team Features & Collaboration

6.1 Team account

A “Team” is a collection of paid seats purchased and managed under a single subscription. All Team members remain individually bound by these Terms.

6.2 Team administrators

• The Customer must designate at least one Team Administrator at sign-up.

• Administrators may add or remove seats, invite or suspend users, manage billing, set permissions, and act as Skilitics’ primary contact.

• Actions taken by an Administrator are deemed authorised by the Customer.

6.3 Seat assignment

• Each seat may be assigned to one named user at a time.

• Re-assignment to a different person is permitted only

  • (i) through the Team dashboard and

  • (ii) in accordance with any limits we post. Frequent rotation to avoid purchasing additional seats is not allowed.

6.4 Shared resources

Modules, assets, analytics and other items created within a Team workspace are visible to all members who hold the required role or permission. The Customer is responsible for setting appropriate access controls.

6.5 Usage quotas

Team plans carry higher per-user or pooled quotas (such as storage or render minutes). We may throttle or charge overage fees if usage exceeds the applicable quota.

6.6 Roles & permissions

We provide default roles (for example, owner, editor, viewer) and may allow custom roles. The Customer is responsible for mapping roles to its internal policies and for any actions performed under those roles.

6.7 Responsibility for Team members

The Customer must ensure that each Team member:

• uses their own login credentials;

• complies with these Terms and any applicable laws; and

• stops using the Service immediately upon leaving the Customer’s organisation or Team.

The Customer is liable for all activity undertaken through its Team seats, whether authorised or not.

6.8 Removing users & data retention

When a Team Administrator removes a user, that person’s personal workspace (if any) is deleted or transferred as the Administrator selects. Team-owned content remains with the Team.

6.9 Internal disputes

Skilitics will not mediate employment or ownership disputes within a Team. If conflicting instructions are received, we may suspend the account until the Administrators jointly instruct us or we receive a court order.

6.10 Support access

Skilitics’ support staff may access Team workspaces solely to provide technical assistance, investigate security issues or enforce these Terms, and only to the extent necessary for those purposes.

6.11 Changes to Team features

We may add, remove or modify Team-specific features or quotas. Material reductions will follow the notice procedure in Section 1.5.

7. Customer Content & Uploaded Assets

7.1 Ownership

You retain all right, title and interest in the modules, media files, data and any other material you upload or create in the Service (“Customer Content”). Skilitics does not claim ownership of Customer Content.

7.2 Licence to Skilitics

You grant Skilitics and its sub-processors a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, adapt, display and transmit Customer Content solely to operate, maintain, secure and improve the Service, and to compile de-identified aggregate analytics. This licence ends 30 days after the Customer Content is deleted from the Service.

7.3 Your responsibility

You are solely responsible for Customer Content. You affirm that:

• (a) you have all necessary rights and permissions to upload and use it;

• (b) its use within the Service will not infringe any third-party intellectual-property, privacy or publicity rights, or violate any law; and

• (c) you will maintain independent backups of any data you need.

You will indemnify Skilitics against all claims and losses arising from Customer Content.

7.4 Prohibited content

Customer Content must not be unlawful, harmful, defamatory, obscene, hateful, discriminatory, exploitative, or contain malware or personal data that you are not lawfully entitled to process.

7.5 Takedown policy

Skilitics may remove or disable access to Customer Content that it reasonably believes breaches these Terms or applicable law. Where practicable, we will notify you and allow you to address the issue.

7.6 Retention after termination

Customer Content associated with a Hobbyist account that remains inactive for 30 days, or with any account that is terminated, may be deleted after an additional 30-day retention window. We have no obligation to retain data beyond that period.

7.7 No hosting to learners

The Service provides authoring capabilities only. You are responsible for exporting and hosting published training content on infrastructure you control.

7.8 Feedback

Suggestions, comments or ideas you voluntarily provide about the Service (“Feedback”) may be used by Skilitics without restriction or obligation. Feedback is not considered Customer Content.

8. Intellectual-Property Ownership

8.1 Skilitics property

The Service, including its underlying software, code, design tools, user interface, templates, documentation, and all related technology - together with the Skilitics name and marks (collectively, “Skilitics IP”) is and remains the exclusive property of Skilitics and its licensors. Except for the limited rights expressly granted in these Terms, no licence or other right in Skilitics IP is granted to you, whether by implication, estoppel or otherwise.

8.2 Reserved rights

Skilitics reserves all rights not expressly granted. You may not:

• copy, modify, adapt, translate or create derivative works from Skilitics IP;

• remove, alter or obscure proprietary notices on Skilitics IP;

• use Skilitics trademarks, logos or other brand features without our prior written consent.

8.3 Third-party components

The Service may include open-source or third-party components released under separate licences. Those licences govern your use of the relevant components, but do not grant rights to any other part of the Service.

8.4 No implied rights in Customer Content

Except as stated in Section 7, Skilitics acquires no ownership of Customer Content.

8.5 Protection of rights

You will not contest, or assist others in contesting, Skilitics’ ownership of Skilitics IP. You will promptly notify us if you become aware of any actual or threatened infringement of Skilitics IP.

9. Third-Party Services & Integrations

9.1 Optional connections

The Service can connect to or make use of third-party tools, such as AI providers and other web services (“Third-Party Services”). These connections are optional and may be turned on or off in your account settings or when configuring an individual module.

9.2 Separate agreements

Third-Party Services are provided by independent companies, not by Skilitics. Your use of a Third-Party Service is governed solely by that provider’s terms, privacy policy and pricing. Skilitics is not a party to those agreements and does not control or endorse the Third-Party Services.

9.3 Data sharing

When you enable a Third-Party Service, you instruct Skilitics to share the minimum Customer Content or account data required for the integration to function. You are responsible for ensuring that such transfers comply with applicable law and that you have all necessary rights and consents.

9.4 Sub-processors

Some Third-Party Services act as sub-processors to Skilitics. For example, cloud hosting, content delivery, or AI inference providers. A current list is available on our Sub-Processor page and may change from time to time. Each sub-processor is bound by written data-processing terms that meet or exceed the safeguards described in our DPA.

9.5 Availability and changes

Skilitics may add, modify, suspend or discontinue integrations at any time. If the withdrawal of an integration materially reduces paid functionality, we will give reasonable notice and, where appropriate, offer a workaround or pro-rated refund.

9.6 Responsibility and risk

Skilitics makes no representations or warranties about Third-Party Services and disclaims all liability arising from your use of them. Any dispute, loss or damage related to a Third-Party Service is solely between you and the relevant provider.

9.7 Marketplace items

If we offer a marketplace or library of user-submitted templates, components or code, those items are provided “as is” by their respective authors. Your use is at your own risk, and you must ensure you have the necessary rights before incorporating them into your projects.

10. Data Protection & Privacy

10.1 Separate documents

Our Privacy Notice explains what personal data we collect, why we collect it, and how we use, share, and retain it. Our Data Processing Addendum (DPA) applies when we process personal data on your behalf and sets out our security measures, international-transfer safeguards, and sub-processor commitments. Both documents complement these Terms and do not override the liability limits or confidentiality obligations stated here.

10.2 Compliance

Skilitics processes personal data in accordance with applicable privacy and data-protection laws, including (where they apply) the New Zealand Privacy Act 2020, the EU and UK GDPR, and relevant U.S. state laws.

10.3 Security measures

We maintain a comprehensive information-security management system aligned with ISO 27001 practices, including encryption in transit and at rest, role-based access controls, vulnerability management, and regular security training for staff.

10.4 Sub-processors

We use carefully vetted sub-processors to deliver the Service (for example, cloud hosting, AI inference, and support tooling). A current list is available on our Sub-Processor page. We contractually require each sub-processor to implement security and privacy safeguards that are no less protective than those in our DPA.

10.5 Cross-border transfers

When we transfer personal data outside the jurisdiction in which it was collected, we rely on recognised transfer mechanisms such as the EU Standard Contractual Clauses, UK Addendum, or other legally valid tools to protect that data.

10.6 Customer responsibilities

You are responsible for:

• providing any notices and obtaining any consents required for Skilitics to process personal data under your instructions;

• configuring privacy settings and access controls in the Service; and

• ensuring that Customer Content does not include personal data you are not lawfully entitled to process or share.

10.7 Security events

If we become aware of a personal-data breach affecting the Service, we will notify the affected customers without undue delay and provide information to help you meet any legal or regulatory reporting duties.

10.8 Data retention and deletion

We retain personal data as described in our Privacy Notice and DPA. You may request deletion of personal data at any time through in-product tools or by contacting us. Deletion requests are subject to any legal retention obligations we may have.

11. Confidentiality & Publicity

11.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes product roadmaps, early-access features, pricing not publicly posted, security reports, business plans, and all communications between you and Skilitics about the Service. Customer Content is your Confidential Information; Skilitics IP and unpublished documentation are Skilitics’ Confidential Information.

11.2 Obligations

The Receiving Party must:

• (a) use Confidential Information only to exercise its rights or perform its obligations under these Terms;

• (b) protect it with at least the same care it uses for its own confidential data (and no less than reasonable care); and

• (c) not disclose it to any third party except to employees, contractors or advisers who need to know it and who are bound by confidentiality obligations no less protective than this Section 11.

11.3 Exclusions

Confidential Information does not include information that the Receiving Party can show:

• (a) is or becomes public without breach of this Section;

• (b) was lawfully known to the Receiving Party before disclosure;

• (c) is independently developed without use of the Disclosing Party’s information; or

• (d) is rightfully received from another source without confidentiality restrictions.

11.4 Compelled disclosure

If the Receiving Party is legally required to disclose Confidential Information, it will (where permitted) give prompt written notice to the Disclosing Party and reasonably cooperate to limit the disclosure. Only the portion required by law must be disclosed.

11.5 Screenshots, recordings and public statements

You may not publish, share or otherwise make public any screenshots, videos, benchmarks or descriptions of unreleased or early-access features, nor any other Confidential Information, without Skilitics’ prior written consent.

11.6 Publicity rights

Skilitics may mention your organisation’s name and display its logo in a simple, static customer list (for example, on our website or in a standard sales deck). We will follow any brand‑usage guidelines you provide and will remove the reference if you ask us in writing. Neither party will issue press releases or other public announcements about the relationship without the other’s prior written consent.

11.7 Survival

The confidentiality obligations in this Section 11 survive termination of the Terms for as long as the information remains confidential, or five (5) years from disclosure, whichever is longer. Trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

12. Fees, Payment & Taxes

12.1 Fees

Subscription, overage, and any one-time fees for the Service are listed on our Pricing Page, in the in-product billing portal, or in an order form we both sign. All fees are quoted and payable in U.S. dollars, unless we specify another currency in writing.

12.2 Payment method & authorisation

You must provide a valid credit card, debit card, or other payment method we accept. By adding a payment method you authorise Skilitics (and its payment processors) to charge all fees when due, including automatic renewals under Section 4.

12.3 Invoices and receipts

We issue electronic invoices or receipts for each transaction and make them available in the billing portal or by email. You are responsible for keeping your billing information accurate and up to date.

12.4 Late or rejected payments

If a charge is declined or an invoice remains unpaid:

• (a) we may retry the charge or issue follow-up invoices;

• (b) unpaid amounts accrue interest at 1.5% per month (or the maximum rate allowed by law), starting from the due date;

• (c) we may suspend or downgrade the Service after reasonable notice until all overdue amounts are paid; and

• (d) you will reimburse our reasonable costs of collection, including legal fees.

12.5 Fee disputes

If you believe we have billed you in error, you must contact us in writing within 30 days of the charge date and provide supporting details. We will investigate in good faith. Disputed amounts do not delay the payment of undisputed amounts.

12.6 Currency conversion

If we let you pay in a currency other than U.S. dollars, the conversion rate and any foreign-exchange fees are determined by your payment provider. Skilitics is not responsible for exchange-rate fluctuations or additional bank charges.

12.7 Taxes

Fees are exclusive of all taxes, levies and duties (collectively, “Taxes”). You are responsible for all Taxes associated with your purchase, other than taxes based on Skilitics’ net income. If a withholding obligation applies, you will gross-up the payment so we receive the full amount invoiced.

12.8 No set-off

Payments must be made without set-off or deduction.

12.9 Refunds and credits

Refunds are provided only as set out in Section 4.3 (Monthly and Annual Plan rules), under Section 1.5 (material changes), or where required by law. When a refund is due, we will credit the original payment method within 5–10 business days of approval.

12.10 Price changes

We may change fees in accordance with the notice procedure in Section 4.4. Continued use of the Service after the notice period constitutes acceptance of the new prices.

13. Suspension, Inactive Accounts & Termination

13.1 Suspension for cause

Skilitics may suspend or restrict access to all or part of the Service, immediately and without liability, if we reasonably determine that:

• (a) you have materially breached these Terms (including non-payment, account-sharing, or prohibited use);

• (b) your use poses a security, privacy, or legal risk to us or others;

• (c) continued access could subject Skilitics to third-party liability; or

• (d) we are required to do so by law or a governmental order.
  We will notify you of the reason and, where practicable, give you an opportunity to remedy the issue before suspension continues or progresses to termination.

13.2 Inactive Hobbyist accounts

A Hobbyist account that shows no sign-in or other qualifying activity for 30 consecutive days is deemed inactive. Inactive accounts may be suspended or deleted, together with associated Customer Content, after at least 7 days’ prior notice to the email address on file. Reactivation may require upgrading to a paid plan.

13.3 Termination by you

• You may terminate your subscription at any time via the billing portal or by written notice.

• Termination takes effect at the end of the current billing term for paid Plans, or immediately for Hobbyist accounts.

• Pre-paid fees are non-refundable except where Section 1.5 (material changes) or applicable law provides otherwise.

13.4 Termination by Skilitics

• For cause. We may terminate these Terms immediately if you materially breach them and fail to cure the breach within 10 days of written notice, or immediately if the breach is incapable of cure.

• For convenience. We may terminate any free Plan or Free Service at any time, and any paid subscription on at least 30 days’ written notice. If we terminate a paid Plan for convenience, we will provide a pro-rated refund of prepaid, unused fees.

13.5 Effect of termination

Upon termination or expiry:

• all licences and access rights granted to you end;

• you must stop using the Service and delete any Skilitics-provided confidential materials;

• we will delete or anonymise Customer Content within 30 days unless legal obligations require longer retention; and

• any fees owed and any clauses that by their nature should survive (including Sections 7, 8, 11, 12, 14, 15, 16, and 18) will continue in effect.

13.6 Export of data

Paid subscribers may download or export their Customer Content using in-product tools during the subscription term and for 30 days after termination. We are not obliged to maintain data or provide exports beyond that window.

13.7 No liability for lawful termination

Neither party is liable to the other for compensation, damages, or losses solely because the agreement has been suspended or terminated in accordance with this Section 13.

14. Warranties & Disclaimers

14.1 Limited warranty for paid Plans

Skilitics warrants that, during an active paid subscription term, the Service will operate substantially in accordance with the documentation, and we will use commercially reasonable efforts to maintain its availability (except for planned maintenance and events outside our reasonable control). Your exclusive remedy for breach of this warranty is, at our option,

• (a) repair or replacement of the affected functionality, or

• (b) a pro-rated refund of fees for the period the Service did not conform.

14.2 No-charge Services

Hobbyist accounts, time-limited trials, beta features and any other no-charge Services are provided “as is” and “as available,” with no express or implied warranties, and Section 15 caps Skilitics’ liability for them at US $0.

14.3 General disclaimers

Except for the limited warranty above and to the maximum extent permitted by law, Skilitics:

• disclaims all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement;

• does not guarantee that the Service will be uninterrupted, secure, error-free, or free of harmful code;

• makes no warranty about the accuracy or reliability of results or data obtained through the Service; and

• is not responsible for Third-Party Services or for Customer Content.

14.4 No professional advice

The Service and any support or training we provide are for general information only and do not constitute legal, financial, instructional-design or other professional advice. You should obtain independent advice before relying on the Service for high-stakes decisions.

14.5 Statutory rights

Nothing in these Terms excludes or limits rights that cannot be excluded under applicable consumer-protection or other laws. If such laws apply, our liability is limited to the minimum extent permitted.

15. Limitation of Liability

15.1 Monetary cap for paid Plans

For any and all claims arising out of or relating to the Service, Skilitics’ total aggregate liability is limited to the greater of

• (i) the amount you actually paid Skilitics for the Service in the 30 days immediately preceding the event giving rise to the claim, or

• (ii) one hundred US dollars (US $100).

15.2 Monetary cap for Free Services

For Hobbyist accounts, trials, beta features and any other no-charge Services, Skilitics’ total aggregate liability is US $0.

15.3 Excluded damages

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, data or goodwill, even if that party knew or should have known such damages were possible and even if direct damages do not provide a sufficient remedy.

15.4 Collective limit

The caps in this Section 15 apply collectively to all claims; contract, tort (including negligence), strict liability, indemnity, misrepresentation or any other legal theory, and regardless of whether the remedy sought is money damages or equitable relief.

15.5 Essential purpose

The parties acknowledge that the fees charged for the Service reflect the allocation of risk set out in this Section 15 and that this limitation of liability forms an essential basis of the bargain between the parties.

15.6 Non-excludable liability

Nothing in these Terms limits liability for:

• (a) death or personal injury caused by a party’s gross negligence,

• (b) fraud or fraudulent misrepresentation, or

• (c) any liability that cannot lawfully be limited under applicable law.

In such cases, the liability cap will be applied to the fullest extent permitted.

16. Indemnification

16.1 Your indemnity to Skilitics

You will defend, indemnify and hold harmless Skilitics, its affiliates, and their respective officers, directors, employees and agents (“Skilitics Indemnitees”) from and against any third-party claim, demand, suit or proceeding (“Claim”) and all related liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or relating to:

• (a) Customer Content, including any allegation that it infringes intellectual-property, privacy or other rights, or is unlawful or harmful;

• (b) your breach of these Terms, an applicable law, or the rights of a third party;

• (c) use of the Service in combination with software, data or processes not provided by Skilitics, where the Claim would not have arisen but for that combination; or

• (d) any activity occurring under your accounts, except to the extent caused by Skilitics’ breach of these Terms.

16.2 Skilitics’ indemnity to you

Skilitics will defend, indemnify and hold you and your affiliates, and your respective officers, directors, employees and agents (“Customer Indemnitees”) harmless from and against any third-party Claim and all related liabilities, damages, losses, costs and expenses (including reasonable legal fees) alleging that the unmodified Service, when used in accordance with these Terms, directly infringes a patent, copyright, trademark or trade secret of that third party.

16.3 Exclusions

Skilitics’ obligations in Section 16.2 do not apply to the extent a Claim arises from:

• (a) Customer Content or Third-Party Services;

• (b) use of the Service after we notify you to stop due to an actual or suspected infringement Claim;

• (c) modification of the Service by anyone other than Skilitics; or

• (d) use of the Service in combination with items not supplied by Skilitics, where the Claim would not have arisen but for that combination.

16.4 Remedies

If an infringement Claim is made or appears likely, Skilitics may, at its option and cost:

• (a) procure for you the right to continue using the affected functionality;

• (b) replace or modify it so it becomes non-infringing while substantially preserving functionality; or

• (c) terminate the affected subscription and provide a pro-rated refund of prepaid fees for the unused portion of the term. This Section 16.4 states your sole and exclusive remedy for third-party IP infringement Claims.

16.5 Indemnification procedure

The party seeking indemnification (“Indemnified Party”) must:

• (a) promptly notify the other party (“Indemnifying Party”) in writing of the Claim (delay will not relieve indemnification obligations except to the extent materially prejudiced);

• (b) allow the Indemnifying Party sole control of the defence and settlement (provided any settlement fully releases the Indemnified Party and imposes no admission or obligation on it); and

• (c) provide reasonable cooperation at the Indemnifying Party’s expense.

17. Changes to the Service or these Terms

17.1 Evolving Service

We continually improve the Service and may add, modify or remove features, integrations, or usage limits. Most changes enhance or expand functionality; however, we may also discontinue features that are obsolete, insecure, or no longer practical.

17.2 Notice of material changes

If a change materially reduces core functionality of a paid Plan, we will give at least 30 days’ advance notice by email, in-product message, or a prominent notice on our site. This notice period does not apply to urgent security fixes, beta or experimental features, or Free Services.

17.3 Your options

If a material reduction negatively affects you, you may:

• (a) accept the change and continue using the Service; or

• (b) terminate the affected subscription within the notice period. On termination we will provide a pro-rated refund of any prepaid fees covering the remaining term after the effective date of the change.

17.4 Updates to the Terms

We may amend these Terms to reflect changes in the Service, laws, or business practices. Unless a shorter period is required for legal or security reasons, amendments take effect on the earlier of

• (i) your next renewal or

• (ii) 30 days after we notify you.

Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17.5 Free Services

We may modify, suspend, or discontinue any Free Service at any time without liability. If we end a Free Service, we will, where feasible, give reasonable notice so you can export Customer Content.

17.6 Order of precedence

If an updated version of these Terms conflicts with other service documents (for example, release notes or marketing materials), the updated Terms prevail unless we expressly state otherwise in writing.

18. Governing Law & Dispute Resolution

18.1 Governing law

These Terms and any dispute or claim arising out of or in connection with them or the Service are governed by the laws of New Zealand, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

18.2 Informal resolution first

Before starting formal proceedings, either party must give the other written notice of the dispute and engage in good-faith discussions for 30 days to try to resolve it.

18.3 Courts and jurisdiction

If the dispute is not resolved informally, the parties submit to the exclusive jurisdiction of the courts of New Zealand, located in Auckland. Each party waives any objection to those courts on grounds of venue or inconvenient forum.

18.4 Injunctive and equitable relief

Nothing in this Section limits either party’s right to seek urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual-property rights, Confidential Information or data-security interests.

18.5 Consumer and mandatory laws

If you are a consumer and mandatory laws in your country give you the right to bring disputes in another forum or under different law, those rights remain unaffected.

19. Assignment & Change of Control

19.1 Skilitics’ rights

Skilitics may assign or transfer these Terms, and any of its rights or obligations, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, without your consent.

19.2 Your rights

You may not assign, delegate, or otherwise transfer these Terms, or any right or obligation under them, without Skilitics’ prior written consent. Any attempted assignment in breach of this clause is null and void.

19.3 Internal restructures

If you undergo an internal corporate reorganisation that does not change ultimate beneficial ownership (for example, converting from a limited company to a corporation), you may request consent for assignment; Skilitics will not unreasonably withhold it.

19.4 Successors and assigns

Subject to the restrictions above, these Terms bind and benefit the parties, their successors, and permitted assigns.

19.5 Notice of change

Each party must promptly notify the other of any change of control that affects its ability to perform under these Terms. A “change of control” includes a direct or indirect change of voting majority or ownership of more than 50% of the party’s shares or assets.

20. Miscellaneous

20.1 Force majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, labour disputes, internet or utility outages, government actions, or epidemics. The affected party will use reasonable efforts to mitigate the impact and resume performance.

20.2 Severability

If any provision of these Terms is held unenforceable, the rest will remain in full force, and the unenforceable provision will be replaced by an enforceable one that comes closest to the original intent.

20.3 Waiver

A party’s failure or delay in enforcing any right or provision is not a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative.

20.4 Entire agreement

These Terms, together with the Pricing Page, Privacy Notice, DPA and any order forms or addenda we both sign, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals and communications, whether oral or written.

20.5 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.

20.6 Export compliance

You must comply with all applicable export-control and sanctions laws. You represent that you are not located in, or a resident of, any country or region subject to comprehensive embargo, and are not on any government list of prohibited or restricted parties.

20.7 Notices

Formal notices must be in writing and sent

• (a) by email to the addresses specified in the account billing profile or

• (b) by courier or registered mail to the parties’ registered offices.

Email notices are deemed received on the next business day after sending. Routine Service communications may be provided through in-product messages or posted on our website.

20.8 No third-party beneficiaries

Except as expressly stated in Section 16 (Indemnification), no third party has any rights under these Terms.

20.9 Headings and interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

20.10 Survival

Sections that by their nature should survive termination, such as Sections 7, 8, 11, 12, 14, 15, 16, 18, 19 and this Section 20, will remain in effect.

Last updated: May 30 2025