Professional Services Terms

Scope. These are MuchSkills' standard Professional Services Terms. They are published at muchskills.com/legal and apply to every professional-services engagement, for example skills-mapping, gap analysis, workforce-capability work, configuration and implementation, whenever an offer, order or Statement of Work refers to them. The Customer accepts them by signing that offer, order or Statement of Work; a separate signature of these terms is not required. Where the Customer also subscribes to the platform, these terms form part of the Agreement and, on a services matter, prevail over the Enterprise Terms. Where the engagement does not involve the platform, the whole agreement for that engagement is these terms, the offer, the Statement of Work and the Data Processing Agreement, together with clauses 10, 11, 12, 13.3, 14, 15, 19 and 20 of the Enterprise Terms, which apply as if the services and any deliverable were the platform and as if references to Customer Data, and to data put into or uploaded to the platform, included any data or file the Customer provides to MuchSkills for the services by any means. If the Customer later subscribes to the platform, the Enterprise Terms apply to the subscription from that point and these terms continue to govern the services. Each engagement is described in a Statement of Work using MuchSkills' Statement of Work template, which is a separate document. Anything specific to a customer is agreed in that customer's offer or Statement of Work, which prevails over these terms for that engagement.

1.  How an engagement is formed

1.1 An engagement begins when the parties agree a Statement of Work, on MuchSkills' Statement of Work template, by signature or by written confirmation, including by email. The Statement of Work sets out the scope, deliverables, timing, fees and any assumptions. Work outside an agreed Statement of Work is a change, agreed in writing before it is done.

2.  Fees

2.1 Services are charged on a time-and-materials basis unless the Statement of Work states a fixed price. Where travel is required, travel time is charged at half rate and reasonable travel expenses are reimbursed. Fees are exclusive of VAT.

3.  Acceptance

3.1 MuchSkills performs the services with the reasonable skill and care to be expected of a competent provider of similar services, using personnel with appropriate qualifications and experience. The Customer reviews each deliverable and notifies MuchSkills of any material non-conformity within 30 days of delivery. If it does not, the deliverable is accepted. MuchSkills' sole obligation, and the Customer's sole remedy, for a notified non-conformity or for breach of this clause is to re-perform the affected work or, if it cannot reasonably do so, to refund the fees for that deliverable. This does not apply to the extent a non-conformity results from the Customer's instructions, data, systems or delay.

4.  Intellectual property

4.1 Background IP. MuchSkills keeps all right in its methodologies, skills taxonomies, frameworks, templates, tools, know-how and other materials owned or developed outside the engagement, and any improvement to them. Nothing transfers Background IP to the Customer.

4.2 Deliverables, and title on payment. On payment of the fees for the relevant milestone or invoice period, MuchSkills assigns to the Customer the intellectual property in the customer-specific deliverables covered by that payment, excluding Background IP, provided that no other undisputed invoice under that Statement of Work is then overdue. Pending payment, the Customer has a non-exclusive licence to use those deliverables for its internal business purposes, which MuchSkills may suspend on 15 days' written notice if an undisputed invoice remains unpaid and which is reinstated on payment. MuchSkills may suspend further performance while an undisputed invoice is overdue.

4.3 Embedded Background IP. Where Background IP is embedded in a deliverable, the Customer receives, on assignment, a perpetual, non-exclusive, non-transferable licence to use it as part of the deliverable for its internal business purposes. MuchSkills keeps the right to use its Background IP for any purpose, including for other customers.

5.  Personal data received outside the platform

5.1 The Customer may provide MuchSkills with files containing personal data, by whatever secure channel the parties agree, so that MuchSkills can import them or work on them. Where MuchSkills processes personal data for the Customer in the course of services, it does so as processor, and the Data Processing Agreement applies to that processing as it applies to the platform.

5.2 MuchSkills uses the files only as needed to perform the services, and holds them within its managed corporate systems or the platform, under the access controls and security measures described in the Data Processing Agreement. Files are not held on personal or unmanaged devices. The systems used are identified on the sub-processor list.

5.3 Retention is tied to need. MuchSkills retains files the Customer provides only for as long as necessary to perform the services and for the duration of the ongoing engagement to which they relate, and returns or securely deletes them when they are no longer needed for that purpose, on the Customer's written instruction, or on termination of the engagement or the Agreement, whichever comes first. Where files are imported into the Customer's platform account, they are then governed by the platform's retention terms.

5.4 Backups and legal holds. This does not require deletion of files held in routine, secured backups made in the ordinary course, which are deleted on MuchSkills' standard backup cycle, or where law requires MuchSkills to keep them; anything so retained stays subject to the confidentiality and security obligations of the Agreement.

5.5 The sub-processors used for services are those in the Data Processing Agreement; MuchSkills will tell the Customer if a services engagement needs a sub-processor not already listed.

6.  Liability and insurance

6.1 MuchSkills' total aggregate liability arising out of or in connection with an engagement under these terms, whether arising from one event or a series of connected or unconnected events, is limited to the fees paid or payable by the Customer under the Statement of Work to which the liability relates in respect of the 12 months before the first event giving rise to it. This cap is separate from the cap in clause 15.2 of the Enterprise Terms and does not count towards it, but does count towards the overall ceiling in clause 15.6 of the Enterprise Terms. Clauses 15.1, 15.5 and 15.6 of the Enterprise Terms apply to this cap. MuchSkills' total aggregate liability under all Statements of Work in any 12-month period does not exceed the fees paid or payable under all Statements of Work in that period. MuchSkills maintains professional-indemnity insurance appropriate to its services, on the terms and limits of the policy in force from time to time. Clause 16.1 of the Enterprise Terms applies to that insurance, and applies to an engagement under these terms whether or not the Customer also subscribes to the platform.

7.  Subcontractors

7.1 MuchSkills may perform services through its own personnel or through qualified contractors, and remains responsible for their work.

The Statement of Work. These published terms are the standing terms; the signed Statement of Work is the per-engagement document.