Conditions Générales

These General Terms and Conditions (the “Terms”) form part of the Terms of Service Agreement entered into between Skill Quest and the Customer. These terms shall apply to all the services provided by Skill Quest unless otherwise agreed in writing. 

 

 

1.              DEFINITION AND INTERPRETATION

 

1.1.          The following definitions shall apply to the Agreement and General Terms and Conditions: -

 

1.1.1.                “Business Day” means any day, other than a Saturday, Sunday or public holiday in Mauritius, when banks in Mauritius are open for normal banking business;

 

1.1.2.                “Customer Materials” means all data, content, information, materials, documents, text, images, audio, video and other materials provided, uploaded or otherwise made available by or on behalf of the Customer to Skill Quest in connection with this Agreement or the Services, but excluding any personal data processed by Skill Quest on behalf of the Customer pursuant to this Agreement.

 

1.1.3.                “System” means all elements of architecture, design, implementation and delivery including system software, websites including https://www.skillquest.info/, tools, and modules enabling Skill Quest to create, enhance, maintain, operate and make available to the Customers, the Services on a virtual reality platform, including all intellectual property of Skill Quest related thereto.

 

1.1.4.                “Training(s)” means the services of VR training provided by Skill Quest.

 

1.1.5.                “User” means any person designated by the Customer who is authorised by Skill Quest to use the System via the Customer’s account or passwords, for whom Subscriptions have been ordered by the Customer, and to whom the Customer has provided user identifications and passwords. Users may include Customer’s employees, consultants and contractors.

 

1.1.6.                “VR” means virtual reality.

 

2.              REPRESENTATIONS AND OBLIGATIONS OF SKILL QUEST

 

2.1.          Skill Quest undertakes to:

 

2.1.1.                make the Services available to the Customer in accordance with the service specifications and timelines set out in the Agreement;

 

2.1.2.                use reasonable endeavours to ensure the ongoing availability and functionality of the Services, including by implementing updates to the underlying third-party technology as and when made available by the relevant supplier(s);

 

2.1.3.                review and update the relevant training forming part of Services upon request from the Customer and for an additional fee, which shall be agreed between the Parties prior to updating the training;

 

2.1.4.                furnish the Customer and the Users with appropriate health and safety guidance in connection with the use of the Services, including warnings regarding the potential for motion sickness, eye strain, and other adverse effects associated with virtual reality technology; 

 

2.1.5.                process any personal data collected in connection with the Services in accordance with applicable data protection legislation, and shall implement appropriate technical and organisational measures to protect such data against unauthorised access, loss, or destruction;  and

 

2.1.6.                keep confidential all proprietary information disclosed by the Customer in connection with the Agreement and shall not disclose such information to any third party without the Customer's prior written consent, save as required by law.

 

2.2.          Third-Party Technology 

 

2.2.1.                The Services may require access to, or be delivered through, a third‑party digital platform operated by an independent service provider (the “Platform” or the “Hosting Entity”). 

 

2.2.2.                Skill Quest confirms that it has entered into valid and subsisting licence arrangements with the Hosting Entity to provide the Services through the Platform. In this regard, Skill Quest gives the representation set out in Clause 10.4 (Intellectual Property Rights).

 

2.2.3.                The availability of the Platform to Skill Quest is subject to a separate subscription agreement entered into directly between the Skill Quest and the Hosting Entity, under conditions that are outside Skill Quest’s control and may not coincide with those applicable to its clients.

 

2.2.4.                Accordingly, Skill Quest shall not be held liable in the event that, at any time:

 

2.2.4.1.          it is unable to renew or maintain its subscription to the Platform (including, without limitation, from a subsequent contract year); and/or

 

2.2.4.2.          the Platform undergoes a material modification, temporary interruption, suspension or permanent discontinuation by the Hosting Entity.

 

2.2.5.                In such circumstances, Skill Quest shall use reasonable efforts to inform the Customer as soon as practicable and to assess, where feasible, alternative solutions for the continuation of the Services. However, Skill Quest does not guarantee the availability, continuity or functionality of the Platform and shall not be responsible for any consequences arising from the unavailability or alteration of the Platform, except to the extent required by applicable law.

 

2.3.          To the best of the knowledge of Skill Quest, the Services, when used in accordance with this Agreement, do not infringe the intellectual property rights of the Hosting Entity or any other third party.

 

2.4.          The Services shall be provided with reasonable skill and care and in accordance with good industry practice.

 

2.5.          In performance of its obligations under this Agreement, Skill Quest shall comply with all applicable laws in force and as may be amended from time to time.     

 

3.              DISCLAIMER

 

3.1.          Except as expressly set out in this Agreement, Skill Quest makes no representations, warranties or conditions of any kind, whether express, implied, statutory or otherwise, with respect to the Services, the System, the Platform, the Training Content or any other subject matter of this Agreement. 

 

3.2.          Without limiting the generality of Clause 3.1, Skill Quest expressly disclaims, to the fullest extent permitted by applicable law, all implied warranties and conditions, including but not limited to any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, compatibility with third-party systems, or arising from a course of dealing, usage or trade practice.

 

3.3.          Skill Quest does not warrant that:

 

3.3.1.                the Services, the System or the Platform will be available on an uninterrupted, timely, secure or error-free basis; 

 

3.3.2.                defects in the System or the Platform will be corrected within any specified timeframe; and 

 

3.3.3.                the System or the Platform will be free from viruses, malicious code or other harmful components. 

 

3.4.          The Customer acknowledges and agrees that:

 

3.4.1.                the Services are provided for educational and professional development purposes only and do not constitute professional, medical, operational or safety advice, nor do they guarantee regulatory compliance or the elimination of workplace risks; 

 

3.4.2.                any reliance placed by the Customer or any User on the Training Content or the results of the Training is entirely at the Customer's own risk; 

 

3.4.3.                certain elements of the Services are dependent upon third-party technology, including the Platform provided by the Hosting Entity, the availability and performance of which are outside Skill Quest's reasonable control; and 

 

3.4.4.                Skill Quest shall have no liability in respect of any matter which is the subject of a disclaimer under this Clause 3 save to the extent that such liability cannot be excluded or limited under applicable law. 

 

3.5.          Nothing in this Clause 3 shall exclude or limit any warranty, condition or other term which cannot lawfully be excluded or limited under the laws of Mauritius or any other applicable jurisdiction. 

 

4.              OBLIGATIONS OF THE CUSTOMER

 

4.1.           The Customer, for itself and on behalf of each User, undertakes and agrees not to: 

4.1.1.                expose or prejudice the operation, quality or integrity of the System and Services;

4.1.2.                harvest or otherwise collect information about others from the System, without the prior written consent from Skill Quest; 

4.1.3.                distribute, download and/or transmit or allow third parties to access the System and any Training and/or materials provided pursuant to the Services as agreed under the Agreement; 

4.1.4.                provide the passwords or other log-in information used to access the System to any third-party;

4.1.5.                share any confidential information and non-public features or content available on the System with any third-party; 

4.1.6.                access the System in order to build a competitive product or service, using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; and

4.1.7.                distribute, download, upload, or transmit any material which contains viruses, or other harmful or disruptive components to attack the System or contrary to the terms and conditions of any internet service provider you may use.

 

4.2.          If Skill Quest suspects any breach of the obligations set out in this Clause 4 or of any provision of this Agreement, Skill Quest may, without prior notice, suspend the Customer’s access to the System, including access by any related Users, in addition to such other remedies as Skill Quest may deem reasonable. 

 

4.3.          The Customer will not directly or indirectly reverse disassemble or otherwise attempt to discover the source code or underlying structure, ideas, functions or algorithms related to the Services or the System including, without limitation, the software used by the System or modify, translate, or create derivative works based on the Services or any part of the System; or remove any proprietary labels on any Services provided by Skill Quest.

 

4.4.          The Customer must take all reasonable steps to prevent any unauthorized access to the System and the Services, including, without limitation, safeguarding its passwords and other log-in credentials. The Customer shall promptly notify Skill Quest of any known or suspected unauthorized use of the System and shall use its best efforts to remedy and prevent any further breach.

 

 

5.              USER SAFETY REQUIREMENTS

 

5.1.          The Customer undertakes to ensure that the following precautions are observed by the Users participating in its Training:

 

5.1.1.                Each User undertakes not to participate in a Training while driving, walking, or engaging in any other activity or situation in which participation in the Training could impair the User’s attentiveness or ability to comply with applicable safety rules, including road traffic regulations;

 

5.1.2.                When participating in a Training, the User shall ensure that sufficient physical space is available to allow the User to look around safely and shall not attempt to move during the Training;

 

5.1.3.                During immersion in a Training, the User shall take regular breaks. In the event of nausea, discomfort, eye strain, dizziness, or any similar symptoms, the User shall immediately cease viewing the Training; and

 

5.1.4.                If a User has previously experienced cardiac disorders, epileptic seizures, or suffers from any other medical condition or risk factor, such User shall consult a medical professional prior to participating in any Training.

 

6.              TERMINATION 

 

6.1.          Without prejudice to the termination rights set out in clauses Erreur ! Source du renvoi introuvable. and Erreur ! Source du renvoi introuvable. of the Agreement, either Party may terminate this Agreement, with immediate effect by written notice to the other Party if the other Party commits a material breach of this Agreement and: 

 

6.1.1.                where such breach is capable of remedy, fails to remedy it within fourteen (14) Business Days following receipt of written notice specifying the breach and requiring it to be remedied; or 

 

6.1.2.                where such breach is not capable of remedy, upon service of written notice specifying the breach.

 

6.2.          The Customer may terminate this Agreement by giving written notice to Skill Quest in accordance with Clause Erreur ! Source du renvoi introuvable. of the Agreement where the Customer does not agree with revised Fees, provided that such notice is given prior to the date on which the revised Fees become effective.

 

6.3.          Either Party may terminate this Agreement in the circumstances described in, and in accordance with the provisions of, Clause 13.4 (Force Majeure).

 

6.4.          Termination of this Agreement for any reason shall not affect the rights, obligations or liabilities of the Parties that have accrued as at the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. 

 

7.              CONFIDENTIALITY

 

7.1.          For the purposes of this Agreement, "Confidential Information" refers to any and all non-public, proprietary, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, electronic, or other form, including but not limited to: 

 

7.1.1.                any data and information related to User and personal data as defined under the Data Protection Act 2017 of Mauritius (as may be amended and restated) (the “DPA”); 

 

7.1.2.                Business practices, strategies, pricing, training techniques, programs, or materials of Skill Quest;  and 

 

7.1.3.                Any other information marked or identified as confidential, or that reasonably should be understood to be confidential by its nature.  

 

7.2.          Confidential Information does not include information that:  

 

7.2.1.                Is or becomes publicly available through no fault or breach of the Receiving Party;  

 

7.2.2.                Is already in the possession of the Receiving Party without any obligation of confidentiality prior to disclosure;  

 

7.2.3.                Is lawfully disclosed to the Receiving Party by a third party without restriction; or  

 

7.2.4.                Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.  

 

7.3.          The Receiving Party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and to take reasonable precautions to protect it from unauthorised use or disclosure.  

 

7.4.          Skill Quest undertakes to maintain the privacy and confidentiality of all conversations and information shared by the Customer while this Agreement remains in effect.

 

7.5.          No information concerning the Customer will be disclosed to any third party without the Customer’s prior written consent, except in cases where there is an imminent threat of serious harm to the Customer or others.

 

7.6.          Both parties agree not to disclose any confidential information relating to the business, assets, affairs, or customers of the other party during the Term of this Agreement or for a period of two (2) years after its termination or expiry, except as required by applicable law.

 

8.              DATA PROTECTION 

 

8.1.          Each Party shall comply with all applicable data protection legislation in force from time to time, including without limitation the DPA.

 

9.              CONSENT FOR SOCIAL MEDIA CONTENT 

 

9.1.          The Customer hereby grants Skill Quest permission to capture photographs and videos during the Trainings for promotional purposes. The Customer agrees that such media may be used on the Skill Quest’s social media platforms and other marketing materials, provided it is done respectfully and does not compromise the Customer's privacy or reputation. 

 

9.2.          The Customer may withdraw this consent at any time by providing written notice to Skill Quest. Upon receipt of such notice, Skill Quest shall use reasonable endeavours to remove or take down any such media from its platforms within thirty (30) days, save that Skill Quest shall not be liable for any third-party use or redistribution of such media that occurred prior to withdrawal of consent.

 

9.3.          Subject to the terms and conditions of this Agreement, the Customer hereby grants to Skill Quest a free, worldwide, limited, non-exclusive, non-transferable, revocable license to use, copy, store, configure, perform, display, incorporate and transmit Customer Materials solely as necessary to facilitate Skill Quest in providing access to the System to Customer under this Agreement. 

 

10.           INTELLECTUAL PROPERTY RIGHTS

 

10.1.       The Hosting Entity shall retain all right, title, and interest in and to the Platform. Nothing in this Agreement shall be construed as granting any ownership rights in the Platform or any of its components. 

 

10.2.       The Customer acknowledges that the Platform is protected by copyright, trademark, trade secret and other applicable intellectual property laws. All patents, rights to file for patents, inventions, copyrights, database rights, trademarks, trade secrets and all other intellectual property and proprietary rights of any nature (including any renewals or extensions thereof) in or relating to the Platform, including any software, source code, object code, updates, upgrades, improvements, customizations, modifications or enhancements made by or on behalf of the Hosting Entity during the Term of this Agreement, together with any derivative works thereof (collectively, the “Hosting Materials”), shall vest in and remain the exclusive property of the Hosting Entity.

 

10.3.       The Customer acknowledges and agrees that it shall not acquire, by virtue of this Agreement or otherwise, any right, title or interest in or to the Hosting Materials. 

 

10.4.       Skill Quest represents and warrants that it has obtained from the Hosting Entity all necessary rights, licences and permissions to access and use the Platform for the purposes of this Agreement, including the right to:

 

10.4.1.             create host and manage training content; and

 

10.4.2.             make such training content available to the Customer and other customers of Skill Quest for training and educational purposes.

 

10.5.       Skill Quest may authorise its employees, contractors and customers to access and use the training content via the Platform, provided that such access is limited to what is strictly necessary to view and interact with the training content and complies with any applicable usage restrictions imposed by the Hosting Entity.

 

10.6.       All intellectual property rights in and to any training content created, uploaded or configured exclusively by or on behalf of Skill Quest (including all audiovisual works, simulations, graphics, text, scripts and instructional materials) shall vest in and remain the exclusive property of Skill Quest (the “Training Content”).

 

10.7.       In respect of Custom Module Services, all intellectual property rights in such Training Content (the “Custom Training Content”) shall remain vested in Skill Quest. Notwithstanding the foregoing, the Customer shall have exclusive rights to use the Custom Training Content for the duration of this Agreement and for a period of twelve (12) months following termination or expiry of the Agreement, and Skill Quest undertakes not to sell, license or otherwise make the Custom Training Content available to any third party during such period. Upon expiry of the exclusivity period, the Customer shall retain a non-exclusive, non-transferable, royalty-free licence to use the Custom Training Content for its internal training purposes.

 

10.8.       The Customer acquires no ownership rights in the Training Content. The Customer is granted limited, non exclusive, non transferable right to access and use the Training Content solely for its internal training and educational purposes and strictly in connection with the Services. Any other use requires the prior written consent of Skill Quest.

 

10.9.       The Customer shall not and shall not permit any third party to:

 

10.9.1.             copy, modify, adapt, translate, reverse engineer, decompile or otherwise attempt to derive the source code from the Platform;

 

10.9.2.             develop, commission or assist in the development of any product or service derived from, competitive with or substantially similar to the Platform; or

 

10.9.3.             remove, obscure or alter proprietary notices or trademarks relating to the intellectual property rights of the Hosting Entity or Skill Quest.

 

11.           USE OF EQUIPMENT

 

11.1.       Upon the Customer’s request, Skill Quest may provide VR headsets to Users either by way of rental or sale. The price and applicable commercial terms shall be agreed in writing between the Parties in a separate agreement.

 

11.2.       The Equipment shall be placed under the Customer’s care and responsibility as from the date of delivery. The Customer shall be liable for and bear the cost of any loss of or damage to the Equipment, whether caused to or by such Equipment, from that delivery date. 

 

11.3.       Title to the Equipment sold to the Customer shall remain vested in Skill Quest until full payment of the purchase price has been received. Where the Equipment is rented to the Customers, it shall remain at all times the exclusive property of Skill Quest. The Customer shall compensate Skill Quest for any damage to or loss of the rented Equipment, such compensation to be assessed by reference to the reasonable repair cost or, in the case of total loss, the replacement value of the Equipment at the date of loss or damage.

 

11.4.       The Equipment and, where applicable, to the software embedded in such equipment, is covered solely by the manufacturer’s warranty. The terms and conditions of such warranty shall be provided to the Customer together with the Equipment.

 

11.5.       The Customer shall direct any and all claims, remedies or actions relating to the Equipment exclusively to the manufacturer thereof and shall indemnify and hold Skill Quest harmless against any liability, claim or loss arising in connection with the Equipment.

 

12.           LIABILITY AND INDEMNIFICATION 

 

12.1.       Subject to Clause 12.2, each Party agrees to indemnify, defend and hold harmless the other Party, its officers, directors, employees and agents from and against any and all third party claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the gross misconduct, negligence or wilful misconduct of the indemnifying party, its officers, directors, employees or agents. This indemnification extends to, and includes, the obligation to defend any and all lawsuits, actions, or other proceedings, whether legal or administrative.

 

12.2.       The Customer shall be responsible and liable for: 

 

12.2.1.             all access to and use of the System by the User, including, without limitation, any unauthorized, improper or unlawful conduct of the User;

 

12.2.2.             any use of the System through the Customer’s account, whether authorized or unauthorized; and

 

12.2.3.             Ensuring that all Users are adequately trained, medically fit, physically capable and appropriately supervised when using the Equipment in connection with the Training. 

 

12.3.       The Customer acknowledges that participation in virtual reality training involves inherent risks, including but not limited to physical discomfort, disorientation, motion sickness, collision with physical objects, or other bodily injury. To the fullest extent permitted by applicable law, Skill Quest shall not be liable for any injury, bodily harm, property damage or other loss suffered by the Customer or any User in connection with the Training except where such injury or damage is directly and solely caused by the gross negligence or wilful misconduct of Skill Quest.

 

12.4.       Notwithstanding any other provision of this Agreement, neither Party shall be liable to the other Party for any indirect, incidental or consequential loss or damage of any kind whatsoever, including but not limited to loss of profit, loss of business, loss of revenue or loss of goodwill, howsoever arising and whether such liability arises in contract, tort, misrepresentation or otherwise. Subject to the foregoing, the total aggregate liability of either Party for all claims, damages, losses, expenses, liabilities, and penalties arising from or related to this Agreement, whether resulting from a breach of contract, tort (including negligence), misrepresentation, or any other cause, shall not exceed the total Fees paid by the Customer to Skill Quest under this Agreement within the one (1) year period preceding the event giving rise to the claim.

 

12.5.       The Training and System are provided for educational and training purposes only and do not constitute professional, medical, operational or safety advice. Skill Quest does not warrant that completion of the Training will ensure compliance with laws, eliminate workplace risks, or prevent injury.

 

13.           FORCE MAJEURE

 

13.1.       Neither Party shall be liable for any failure to perform, or delay in the performance of, any of its obligations under this Agreement to the extent that such failure or delay is caused by or results from a Force Majeure Event, provided that the affected Party has complied with its obligations under this clause.

 

13.2.       For the purposes of this Agreement, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to: (a) acts of God, fire, flood, earthquake, storm or other natural disaster; (b) epidemic, pandemic or public health emergency; (c) war, armed conflict, terrorism, riot or civil unrest; (d) act of government, sanction, embargo, legislative or regulatory change; (e) failure or interruption of utility services, including electricity, gas, water or telecommunications; (f) failure of third-party hosting, cloud infrastructure or internet services on which the Platform or the Services depend; and (g) industrial action, strikes or lockouts (other than those involving the employees of the affected Party or its subcontractors).

 

13.3.       The Party affected by a Force Majeure Event shall: 

 

13.3.1.             give written notice to the other Party as soon as reasonably practicable after becoming aware of the Force Majeure Event, specifying the nature of the event, its expected duration and the obligations affected; and 

 

13.3.2.             use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under this Agreement.

 

13.4.       The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event. If the Force Majeure Event continues for a period in excess of ninety (90) consecutive days, either Party may terminate this Agreement by giving thirty (30) days' prior written notice to the other Party, and neither Party shall have any liability to the other as a result of such termination, save in respect of any rights and obligations that accrued prior to the date of termination.

 

13.5.       Nothing in this clause shall excuse any obligation to make payment that has fallen due under this Agreement prior to the occurrence of the Force Majeure Event.