These Terms and Conditions will apply to the use of the Website and purchase of the services by you (the Customer or you).
These are the terms on which we sell all Services to you. Before registering on the Website, you will be asked to agree to these Terms and Conditions by clicking on the button marked ‘I Accept’. If you do not click on the button, you will not be able to complete your Registration.
A SPECIAL NOTE ABOUT CHILDREN: Our Website is not designed or intended for use by children under the age of 18, and our Products and Services may not be purchased by children under the age of 18. If you are under 18, you should use the Website only with consent of a parent or guardian.
Services means the services advertised on the Website, of the number and description set out in the Order;
Website means our website located at www.gapanalysislab.com and comprising of the suite of SkillsControl related web pages and the SkillsControl system which are the intellectual property of Cubarix.
The description of the Services is as set out in the Website, catalogues, brochures or other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in the content and extent of any Services supplied.
All Services which appear on the Website are subject to availability.
We can make changes to the Services which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.
YOUR SkillControl ACCOUNT.
If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and your payment information. You may not use false or misleading information in connection to your account, or trade on the name or reputation of others, and Cubarix may change or remove any information that it considers inappropriate or unlawful, or otherwise likely to expose Cubarix to claims of third parties. You agree that we may take steps to verify the accuracy of information you have provided to us.
You are responsible for taking reasonable steps to maintain the confidentiality of your username and password. You must immediately notify Cubarix of any unauthorized uses of your information, your account or any other security breaches.
CUBARIX WILL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS BY YOU, INCLUDING ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF SUCH ACTS OR OMISSIONS.
Cubarix may from time to time set storage limits, or take any other measures Cubarix considers appropriate to manage the use of the Products, Services, or the Website. Cubarix will advise you of any such change, and may do so in any reasonable manner, such as posting a change on the screen you see when you log in to your SkillsControl account. If you exceed the storage limits, Cubarix may require you to reduce the storage you are using, or to require you to pay an additional fee for additional storage allocation.
RESPONSIBILITY OF USERS OF THE WEBSITE, PRODUCTS, AND SERVICES.
Your access to, and all of your use of the Website, Products, and Services must be lawful and must be in compliance with these Terms, and any other agreement between you and Cubarix. To the extent you restrict or inhibit other users or visitors from enjoying or using any part of the Website, Products, or Services, at our sole discretion, we may limit, change, or terminate your privileges and use of the Website, Products, and Services.
When accessing or using the Website, the Products, and/or the Services, you must behave in a civil and respectful manner at all times. We specifically prohibit any use of the Website, Products, and/or Services, and you agree not to use the Website, for any of the following:
Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted Internet protocol;
Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
Communicating, transmitting, or posting material that reveals trade secrets, unless you own them or have the permission of the owner;
Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy or publicity right of another;
Attempting to interfere in any way with the Website, or our networks or network security, or attempting to use our Website to gain unauthorized access to any other computer system;
Accessing data not intended for you, or logging on to a server or account, which you are not authorized to access;
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt);
Attempting to interfere or interfering with the operation of the Website, Products, or Services, or our provision of services to any other users of the Website, our hosting provider or our network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website; and in addition, if you operate an account, contribute to an account, post material to the Website, post links on the Website, or otherwise make material available by means of the Website (any such material, "Content"), you are solely responsible for the content of, and any harm and damages resulting from that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received written permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a written waiver as to all rights in or to the Content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
the Content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unethical or unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
the Content is not obscene, libelous, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party; and
If you delete Content, Cubarix will use reasonable efforts to remove it from the Website and our servers, but you acknowledge that caching or references to the Content may not be made unavailable to the public immediately.
You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. CUBARIX DISCLAIMS ANY LIABILITY FOR ANY HARM OR DAMAGES RESULTING FROM YOUR ACCESS OR USE OF THE WEBSITE, PRODUCTS, OR SERVICES, OR ACCESS OR USE OF NON-CUBARIX WEBSITES.
Cubarix has the right (though not the obligation) to (i) refuse or remove any Content that, in Cubarix’s reasonable opinion, violates any Cubarix policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website, Products and/or Services, to any person for any reason, in Cubarix’s sole discretion. Cubarix will have no obligation to provide any refund of any amounts previously paid.
FEES AND PAYMENTS.
By purchasing Products and/or Services, you agree to pay Cubarix the fees indicated for such Product or Service. Payments will be due when you initiate the Service as described in the SkillsControl system Workflow and will cover a full period of use, as indicated.
Configurations and prices of the Website, Products, and/or Services are subject to change at any time, and Cubarix shall at all times be entitled to modify configurations, fees, prices and quotations. You agree to any such changes if you do not object in writing to Cubarix within seven (7) business days of receiving a notice of Cubarix, or an invoice, incorporating or announcing the fee and/or price changes.
All prices are exclusive of, and you shall pay, all taxes, duties, levies or fees, or other similar charges imposed on Cubarix or yourself by any taxing authority (other than VAT and taxes imposed on Cubarix’s income), related to your order, unless you have provided Cubarix with an appropriate resale or exemption certificate for the delivery location, which is the location where the Products and/or Services are used or performed.
In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to Cubarix of delivering the Products and/or Services, whereby and to such an extent Cubarix is entitled to increase its prices accordingly and retro-actively where applicable.
USE OF THIRD PARTY CONTENT AND MATERIALS.
Cubarix has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Cubarix does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.
CUBARIX DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM AND/OR DAMAGES RESULTING FROM THE USE OR DOWNLOADING OF POSTINGS OF OTHER PARTIES ON THE WEBSITE.
CONTENT POSTED ON OTHER WEBSITES.
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which SkillsControl links, and that link to SkillsControl. Cubarix does not have any control over those non-Cubarix (non-SkillsControl) websites and webpages, and is not responsible for their contents or their use. By linking to a non-Cubarix website or webpage, Cubarix does not represent or imply that it endorses such website or webpage.
As Cubarix requires others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyright, you are encouraged to notify Cubarix. Cubarix will, as it is able, respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In order to bring infringing material to our attention, you must provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Website of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
In the case of a user who may infringe or repeatedly infringes upon the copyrights or other intellectual property rights of Cubarix or others, Cubarix may, in its discretion, terminate or deny access to and use of the Website, Products, and/or Services. In the case of such termination, Cubarix will have no obligation to provide a refund of any amounts previously paid to Cubarix to any person in respect of any such termination.
Cubarix may terminate its relationship with you, or may terminate or suspend the accessibility to the Website, Products, and the Services at any time, including the use of any software, (i) if you breach these Terms and/or any other agreement with Cubarix; (ii) if Cubarix reasonably suspects that you are using the Website, the Products, or the Services to breach the law or infringe third party rights; (iii) if Cubarix reasonably suspects that you are trying to unfairly exploit or misuse Cubarix’s policies; (iv) if Cubarix reasonably suspects that you are using the Website, the Products, or Services fraudulently, or that Products or Services provided to you are being used by a third party fraudulently; (v) for a force majeure event that continues for more than ten (10) days upon notice; (vi) if you fail to pay any amounts due to Cubarix; (vii) if required due to change in laws/regulation by a regulator or authority with a lawful mandate; and/or (viii) you violate any applicable law or regulation.
Upon termination of your account, you will be denied access to the Website, Products and the Services, including all of its data. In addition, Cubarix may terminate any agreement and access to your account, if the Services or any part thereof, are no longer legally available in your jurisdiction, or are no longer commercially viable, at Cubarix’s sole discretion. In case of termination or closing of your account under this Section 8, you must return to Cubarix, without keeping any copies, and/or delete, any and all Cubarix information in your possession, and Cubarix will have no obligation to return any fees or expenses paid by you.
The configurations and specifications of the Website, including without limitation all content there available, the Products, and the Services may be amended and/or updated from time to time, at the sole discretion of Cubarix. You are bound by any such changes or updates. Cubarix will advise you of any such change, and may do so in any reasonable manner, such as posting a change on the screen you see when you open these Terms.
LIMITATION OF WARRANTIES OF CUBARIX, ITS SUPPLIERS AND ITS LICENSORS.
CUBARIX WARRANTS TO CUBARIX CUSTOMERS OF PAID PRODUCTS AND/OR SERVICES, PROVIDED THAT SUCH CUSTOMERS HAVE PAID ALL FEES DUE, AND ARE NOT OTHERWISE DEFAULTING ANY OBLIGATIONS TOWARDS CUBARIX, AN AVAILABILITY OF THE PRODUCTS AND/OR SERVICES OF 98 PERCENT (98%) PER MONTH (“UP-TIME”). IF FOR A REASON SOLELY ATTRIBUTABLE TO CUBARIX, THE UP-TIME IS NOT MET, CUBARIX MAY, UPON YOUR REQUEST, REFUND YOU THE PRICE YOU PAID FOR THE SERVICES, WHICH ARE NOT ACCESSIBLE IN VIOLATION WITH THE UP-TIME. YOU AGREE THAT IT WOULD BE DIFFICULT TO DETERMINE THE AMOUNT OF DAMAGES THAT WILL BE SUFFERED BY YOU IF THE UP-TIME WILL NOT BE MET. YOU ALSO AGREE THAT THE ABOVE COMPENSATION SCHEDULE WILL RESULT IN LIQUIDATED DAMAGES THAT BEAR A REASONABLE PROPORTION TO THE PROBABLE LOSS AND THE AMOUNT OF YOUR ACTUAL LOSS. THE AFOREMENTIONED LIQUIDATED DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY IN THE EVENT THE UP-TIME HAS NOT BEEN MET BY CUBARIX HOWEVER, IF THE PRODUCTS AND/OR SERVICES ARE NOT AVAILABLE TO YOU FOR A REASON SOLELY ATTRIBUTABLE TO CUBARIX FOR A CONTINUING PERIOD OF FIVE (5) DAYS OR MORE, YOU MAY TERMINATE YOUR AGREEMENT IN WRITING WITH IMMEDIATE EFFECT, AND YOU MAY REQUEST RETURN OF FEES PAID BY YOU RELATED TO THE UNAVAILABLE PRODUCTS OR SERVICES, PRO-RATA THE REMAINING UNUSED TERM OF YOUR AGREEMENT.
CUBARIX, AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE PRODUCT, SERVICES, AND THE WEBSITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, INFORMATION AND MATERIALS. WE ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF PRODUCTS, SERVICES, THE WEBSITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCTS, SERVICES, OR WEBSITE, OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE PRODUCTS OR SERVICES, OR YOUR ACCESS TO, USE OF, OR BROWSING OF THE WEBSITE, OR YOUR DOWNLOADING OR UPLOADING OF ANY CONTENT FROM OR TO THE WEBSITE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEBSITE.
WITHOUT LIMITING THE FOREGOING, THE PRODUCTS, SERVICES, AND ALL CONTENT ON THE WEBSITE, ARE PROVIDED “AS IS,” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PRODUCTS, SERVICES, OR WEBSITE, IN WHOLE OR IN PART, WILL MEET YOUR REQUIREMENTS. THE “AS IS” CONDITION OF THE PRODUCTS, SERVICES, AND THE CONTENT, IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION RELATING TO PRODUCTS, SERVICES OR THE WEBSITE.
NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CUBARIX, OR THROUGH THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. CUBARIX DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY CONTENT OR ANY USER CONTENT, OR ANY OPINION, RECOMMENDATION, CONTENT, LINK, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND CUBARIX EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT AND ANY OTHER CONTENT, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE PRODUCTS, SERVICES, OR THE WEBSITE, CREATED OR PROVIDED BY USERS OR OTHER THIRD PARTIES.
Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
LIMITATION OF LIABILITY OF CUBARIX, ITS SUPPLIERS AND ITS LICENSORS.
UNDER NO CIRCUMSTANCES SHALL CUBARIX, CUBARIX SUBSIDIARIES AND AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, AND OTHER REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND BUSINESS INTERRUPTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY FROM THE USE OF A PRODUCT, SERVICES OR THE WEBSITE, OR THE CONTENTS THEREOF, OR OF ANY HYPERLINKED WEBSITE EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH THE EXCEPTION OF DAMAGES RELATED TO LEGALLY PROVEN OR ADMITTED INTELLECTUAL PROPERTY INFRINGEMENT CAUSED BY PRODUCTS OR SERVICES AS DELIVERED BY CUBARIX WITHOUT ANY THIRD PARTY CONTENT, IN NO EVENT SHALL OUR LIABILITY EXCEED THE TOTAL SUMS RECEIVED BY YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE DAMAGES FIRST OCCURRED.
YOUR REPRESENTATIONS AND WARRANTIES.
You agree to defend, indemnify, and hold harmless Cubarix, Cubarix subsidiaries and affiliates, their respective directors, officers, employees or agents, and other representatives, from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys’ fees and court costs), arising out of, relating to or in connection with your (i) violation of these Terms, or any agreement with Cubarix , or (ii) any allegation that any information or material (including any Content) submitted by you violates any rights of any third party.
Governing law, jurisdiction and complaints.
These Terms, the Software, and the Services and any and all agreements between you and Cubarix, shall be governed by the law of England and Wales.
Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
We try to avoid any dispute, so we deal with complaints as follows: If a dispute occurs customers should contact us to find a solution. We will aim to respond with an appropriate solution within 5 days.
Cubarix will not be liable for any delay in performing or failure to perform any of its obligations to you caused by events beyond its reasonable control. Cubarix will notify you promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
These Terms constitute the entire agreement between Cubarix and you concerning the subject matter hereof, and may only be modified in writing signed by an authorized executive of Cubarix, or by the posting by Cubarix of a revised version on the Cubarix Website.
If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may only assign your rights under these Terms to any party that consents to, and agrees to be bound by, the terms hereof in writing. Cubarix may assign its rights under these Terms at its sole discretion. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms, or your use of the Website, Products, or Services.