Employer Terms of Service

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Notice: SkillsWave may update these Terms from time to time. We will provide reasonable notice of any material changes (such as through banner notice, email, or Platform message).  Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

Welcome to SkillsWave!

PLEASE READ THESE EMPLOYER TERMS OF SERVICE CAREFULLY.

Key Things to Know:

We’ve summarized the key things you need to know before you begin the process of generating a new SkillsWave Employer Workspace Account. This isn’t a substitute for reading the full Terms — but it’ll help you understand what to expect. You can click into any section below in the Table of Contents for the full details.

• You must use your organization’s email address to be added as the initial administrator of a new SkillsWave Employer Workspace.    Your business email address domain will be used to set you up as the primary administrator for your SkillsWave Employer account.
• You must have the authority to create and manage a Workspace on behalf of your organization or department.  
• Most Programs are offered by third-party Learning Providers, and your Employees must abide by Learning Provider policies in addition to all SkillsWave policies.
• Except for the Starter Plan, a Learning Fund Balance will apply for each year that you use the Service.. This Learning Fund Balance shall only be used to fund purchases of courses/programs (inclusive of sales tax) made through your Workspace.  
• By approving an Employee Program Request, the Employer creates a binding payment obligation between Employer and SkillsWave as soon as the Employee begins the enrolment process in that Program.  When the Employer is not covering 100% of the Program Fees, the Employee requesting the Program is responsible for covering the shortfall. The Employee also creates a binding payment obligation between themselves and SkillsWave as soon as the Employee begins the enrolment process in a Program for any payment shortfall.
• You may only add Users into the Workspace that either have  1) the authority to administer the Workspace for your organization and/or, 2) are determined to be an eligible user, per your Employer guidelines, to access the Platform for the sole purpose of purchasing courses/programs from within the Workspace.
• You, the Employer, remain responsible for current and former Employee activity and compliance within your Workspace.
• Termination notice periods between Employer and SkillsWave depend on the Service Plan in place at time of Termination or otherwise agreed in writing.  Please refer to the Term and Termination details of your chosen Service Plan as listed in these Terms.  All Employer notices must be sent in writing to SkillsWave at Legal@skillswave.com.

Table of Contents

1. Purpose
2. Access and Use
3. Program Offerings
4. Service Plans
5. Responsibilities
6. Financial
7. Program Withdrawal, Cancellation, and Refunds
8. Disclaimer and Limitation of Liability
9. Indemnity
10. Data Practices, Privacy, and Security
11. Intellectual Property
12. Confidentiality
13. Term and Termination
14. General
15. Definitions

Introduction

These Employer Terms of Service (“Terms”) form a legally binding agreement between your organization as identified at sign-up (“Client,” “you,”, “Employer”, or “your” ) and SkillsWave Corporation, located at Catalyst Commons, 137 Glasgow St., Suite 210, #5033, Kitchener, Ontario, N2G 4X8, Canada or its Affiliate SkillsWave LLC  with a registered address 2405 YORK RD, STE 201, Lutherville Timonium MD 21093-2264 (“SkillsWave,” “we,” “us,” or “our”). The Client and SkillsWave are each a “Party” and together known as the “Parties”.

These Terms govern Client’s access to and use of the SkillsWave platform (“Platform”) and associated Platform services (collectively, the “Services”). By creating an Employer Workspace (the “Workspace”), adding Users to the Workspace, approving course enrolments, or otherwise using the Services, you agree to bind the Client, as named at time of Order, by these Terms. These Terms also govern the Services where Client and SkillsWave enter into an Order Form and/or Statement of Work (“SOW”) that reference these Terms, and such Order Form or SOW will be incorporated into and form part of the Agreement between the Parties.

These Terms apply whether an Employer has contracted to access the Platform directly from SkillsWave or is contracted through an authorized SkillsWave Reseller Partner. If an Employer accesses the Platform through a SkillsWave Reseller Partner, such Partner relationships do not modify SkillsWave’s or Employer’s obligations under these Terms.

By accepting these Terms, you represent and warrant that for the duration of your use of the Workspace:
(a) You are of legal age in your jurisdiction to enter into a binding contract on behalf of your organization or department;
(b) Your organization is a for-profit or not-for-profit business or membership-based association, and the organization is registered as a for-profit or not-for-profit organization in at least one of either Canada or United States of America
(c) You have been given the authority by your organization or department to create a Workspace;
(d) You agree the SkillsWave Workspace you have created will be subject to these Terms;
(e) You agree to only add Administrators to your Workspace that have the authority to maintain the Workspace account on behalf of your organization or department in your absence.
(f) You agree that you have the authority to provide a Learning Benefit Program to the Employees that have been added by you or added by other Client Administrators in your Workspace.

If Client’s Workspace was created or provisioned by a Reseller Partner, Client acknowledges that these Terms form a direct agreement between Client and SkillsWave. Any separate agreement between Client and Reseller Partner is independent and supplemental to these Terms and does not modify, limit or override these Terms or any fees, obligations, or rights that apply between Client and SkillsWave unless SkillsWave expressly agrees in writing to such modification directly with Client. For clarity, Reseller Partner agreements govern only the relationship between Client and the Reseller Partner and do not create any Client rights against SkillsWave.

The SkillsWave Learner Terms of Service applies to Users accessing the Platform to view and then purchase courses/programs from within your Workspace and these Learner terms are incorporated into these Terms by reference. By creating a Workspace and adding a prospective learner or maintaining access for an active learner in the Platform, you agree that learners must comply with the Learner Terms of Service. The current version of the Learner Terms of Service is available at skillswave.com/legal-stuff/learner-terms-of-service.

IF YOU DO NOT AGREE TO THESE TERMS OR THE LEARNER TERMS OF SERVICE, OR YOU DO NOT MEET THE REQUIREMENTS OF CREATING A SKILLSWAVE WORKSPACE, YOUR ORGANIZATION OR DEPARTMENT MUST NOT CONTRACT, PERFORM AN ONLINE SIGN UP, GRANT LEARNER ACCESS, OR CONTINUE TO USE THE SERVICES.

MODIFICATIONS TO TERMS: SkillsWave may update these Terms from time to time. We will provide reasonable notice of any material changes (such as through banner notice, email, or Platform message).  Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

These Terms govern Client’s access to and use of the SkillsWave platform (“Platform”) and associated services (collectively, the “Services”). By registering, creating an Employer Workspace (the “Workspace”), approving course access, or otherwise using the Services, you agree to be bound by these Terms.

1. PURPOSE

1.1 These Terms establish the agreement under which SkillsWave provides access to the Services to the Client for the purpose of enabling its Employees to access and participate in learning benefit opportunities offered by SkillsWave in collaboration with its network of Learning Providers.  We might provide some elements of the Service through third party service providers such as Payment Processors

1.2 To access the Services, the Client registers for a corporate (Employer) account with SkillsWave through an Order Form either on behalf of the entire corporate entity or for a subset, such as a department or division (“Account”).  Once approved by SkillsWave, Client will be provided with access to the Platform and a dedicated Workspace to curate a Learning Benefits Program for its Employees.

1.3 These terms apply solely to your use of the Services in its capacity as an Employer or sponsoring organization.

1.4 A Client may have more than one Account and/or Workspace on the Platform to support decentralized learning benefit management. These Terms apply to all such Accounts and Workspaces created by or on behalf of the Client. SkillsWave is not responsible for consolidating, transferring, or managing multiple Accounts or Workspaces created under the same Client name, unless otherwise agreed in writing. SkillsWave reserves the right to refuse such request and/or charge additional fees to support such requests at its sole discretion.

1.5 Order Forms and Statements of Work. The Parties may enter into one or more Order Forms or Statements of Work (“SOWs”) that incorporate these Terms by reference. Each Order Form or SOW sets out the commercial details applicable to the Services and may supplement or modify these Terms solely with respect to the Services described therein. In the event of any conflict between a mutually agreed upon signed Order Form or SOW and these Terms, the Order Form or SOW will prevail, subject to Section 14.6 (Conflicts and Precedence) and for the period of time as listed in the Order Form or SOW.

2. ACCESS AND USE

2.1. Subject to these Terms and duration of the Order Term, SkillsWave grants the Client a limited, non-exclusive, non-transferable right to access and use the Services solely to curate a Learning Benefits Program for its Employees and to facilitate payment between Client and SkillsWave for such Program enrolments under Client’s applicable Service Plan.

2.2. SkillsWave may provide your Users access to use our Services at any time after you add them to your Workspace and they also complete the activation process for your Workspace. You must ensure that all access, use and receipt by your Users is subject to and in compliance with these Terms. SkillsWave may enter into additional terms with Users for their individual use of the Services, but the Client remains responsible for the actions of Users in connection with its Workspace and their use of the Services.

2.3. You may provide access and use of the Service to your Affiliate’s Users or allow them to receive the Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with these Terms and you will at all times remain liable for your Affiliates’ compliance with the Terms. No third party, other business group or entity other than Client or Client-owned Affiliate, may make use of, or obtain access to, the Services without a separate agreement with SkillsWave. If an Affiliate requires their own Employer Workspace, the Affiliate must complete a separate SkillsWave Order Form and independently agree to these terms at time of Order submission.

2.4. You must ensure all Users of the Services are the age of majority in their jurisdiction. If Employees are not the age of majority in their jurisdiction, then a guardian must be assigned by you and the guardian must provide you an authorization prior to that user being added by you into the Platform, and/or prior to any Employee learning request being initiated by a minor. Note: Learning Providers have various rules regarding accepting learners under the age of majority. Learners that are considered minor per the Learning Provider policies, may be required to provide proof of authorization and/or may have their enrolment rejected.

2.5. The Client must ensure that there is at all times at least one active Administrator appointed within its Workspace. If changes to the sole Administrator are required outside of the Workspace interface (e.g., due to loss of access or personnel changes), SkillsWave may require additional corporate authorization or identity verification to confirm the request to change administrators. If SkillsWave is unable to validate the Administrator’s identity or authority, it may suspend access to the Workspace or Account for all users until the matter is resolved. Suspension in such cases will not constitute a breach by SkillsWave and does not waive Client’s responsibilities for any outstanding Subscription or Program Fees owing.

3. PROGRAM OFFERINGS

3.1. Third-Party Programs

3.1.1. Unless expressly stated otherwise, Programs listed on the Platform are offered and delivered by independent third-party Learning Providers, not by SkillsWave. These Programs are governed solely by the Learning Provider’s own terms, policies, and procedures—including those related to eligibility, enrolment, conduct, completion, withdrawals, and refunds—as set out in the SkillsWave catalog and/or the Learning Provider’s applicable Program documentation.
3.1.2. SkillsWave does not create, review, vet, audit, or endorse the Program content, instructional methods, credentials, or outcomes of any third-party Program, and makes no representations regarding their accuracy, accreditation, or fitness for a particular purpose. SkillsWave’s role is limited to surfacing available Program options and facilitating payment and administrative processes for requests processed in the Platform on behalf of the Learning Provider.
3.1.3. Employees are solely responsible for reviewing and complying with all applicable Learning Provider policies, which may apply independently of any approvals or workflows within the Platform.
3.1.4. SkillsWave does not verify or guarantee the accreditation, certification status, or recognition of any Program listed by a Learning Provider. It is the sole responsibility of the Client at time of approval and Employee at time of request to confirm whether a Program meets any applicable professional, academic, or licensing requirements expected by the Client and/or Employee.3.1.5. SkillsWave may modify or restrict Program access or display to comply with Learning Provider or Reseller Partner, or Third-party funding agency requirements (where applicable). SkillsWave shall have no liability to Client for any modifications or restrictions imposed by Learning Provider or Reseller, or Third-party funding agency (where applicable) and such modifications shall not constitute a breach of these Terms. Where Client Users access Program information through a Reseller Partner or Third-party funding agency, Client may be shown limited or summarized SkillsWave Catalog information. SkillsWave is not responsible for content or purchases made by Users outside of the SkillsWave Platform.

3.2. SkillsWave Programs.

3.2.1. From time to time, SkillsWave may offer and deliver its own Programs directly. These Programs will be clearly designated as “SkillsWave Programs” on the Platform and are governed by the applicable SkillsWave Program terms and materials.
3.2.2. SkillsWave is solely responsible for the delivery and administration of such SkillsWave Programs. Participation in SkillsWave Programs remains subject to the general Terms of Service and any additional Program-specific requirements or disclaimers provided at the time of enrolment. Program fees may be applicable on SkillsWave Programs.

3.3. Recommendations and Program Suggestions. To enhance the user experience, SkillsWave may request information from Administrators, Users and Employees—such as skill development goals, interests, or career focus areas—to provide personalized Program suggestions. These recommendations are based on available Program metadata and do not constitute academic advice, professional guidance, or guarantees of suitability or outcome. All final decisions regarding Program selection remain the sole responsibility of the Client and Employee. SkillsWave is not liable for any outcomes resulting from reliance on suggested Programs.

4. SERVICE PLANS

4.1. SkillsWave offers different tiers of Services as described more fully at www.skillswave.com/pricing, including a Starter Plan and Pre-Paid Plans. The Client has the option to sign up for a Starter Plan via an online account registration or initiate an Order for Pre-Paid Plans.

4.2. Starter Plan. The Starter Plan provides access to certain features and functionality for the Services at a zero (0) dollar Learning Fund Balance. For all Service Plans, including the Starter Plan, the Client remains liable for payment of any Employer approved Programs through the Workspace on a pay-as-you-approve basis. SkillsWave reserves the right to change conditions for the Starter Plan, including any available features and functionality under the Starter Plan at any time, but SkillsWave will provide reasonable notice of material changes.

4.3. Trial. Where the Client is granted access to a Trial, the Trial will include a subset of features of the Starter Plan (unless agreed in writing in an Order Form by both parties) and until such time as setup of the Workspace is complete, the Trial period lapses, or it is otherwise terminated in accordance with these Terms. The Trial is provided as-is and may be modified, suspended or discontinued at any time. SkillsWave reserves the right to change conditions for the Trial at any time but will provide reasonable notice of such changes. For clarity, the Trial will automatically end and convert to a Service once the Client (i) adds at least one Employee to the Workspace and (ii) configures a valid payment method in the Workspace. Upon satisfaction of both conditions, the Services will no longer be provided on a Trial basis and will be governed by the applicable Service Plan terms and payment obligations under these Terms.

4.4. The Trial may be suspended and/or terminated on notice should the Client fail to:

4.4.1. Complete Workspace set-up within the allocated timeframe; or,
4.4.2. Successfully maintain at least one Employee in the Workspace; or,
4.4.3. Set the relevant Learning Benefits Coverage and associated payment methods in the Workspace; or,
4.4.4. Undertake any reasonable actions required to complete Workspace setup completion as may be communicated by SkillsWave, or,
4.4.5. Fail to comply with these Terms.

4.5. Plan Upgrades/Downgrades. The Client may upgrade its Service Plan at any time by executing a new Order Form. Any increase in Learning Fund Balance will be utilized for the remainder of the current billing cycle and applied immediately, with the full upgraded rate taking effect within the current billing cycle. See Section 6.3 for details. The Client may request to downgrade its Service Plan by submitting a new Order Form, subject to any minimum term commitments in the existing Order Form. Downgrades will take effect at the start of the next renewal period. Learning Fund Balance already paid for the current billing cycle will not be refunded or credited due to a downgrade.

4.6. Modifications. SkillsWave may modify the Service during the Order Term, including by adding or removing features, functions, or add-ons to the Service Plan identified in your Order. Where any material change impacts the Client’s core use of the Platform, SkillsWave will use commercially reasonable efforts to provide advance notice through the Platform or electronically.

4.7. Pre-Paid Plans – Platform Modifications. For Pre-Paid Plans, if the Platform modification materially degrades the overall functionality of the Service and SkillsWave is unable to provide you with substantially similar functionality, your sole and exclusive remedy for our breach of Section 4.6 is termination of your Services and a pro-rated refund value of unused Service Plan Learning Fund Balance shall be issued as follows:

For clarity, unused Learning Funds are non-refundable except as expressly provided in this Section

4.8. All Service Plans Modifications. For all Service Plans, SkillsWave shall not be liable for any material change impacts on the Client’s Platform for the following:

4.8.1. Modifications to Trial;
4.8.2. Modifications to Starter Plan;
4.8.3. Modifications resulting to changes outside of SkillsWave control, such as change to applicable law, changes related to Third-Party Products;
4.8.4. Modifications to our Learning Provider network;
4.8.5. As otherwise agreed in an Order Form.

4.9. Reseller Pricing and Third Party Fees.

4.9.1. Where a Client is created or provisioned onto the Platform through SkillsWave authorized Reseller, the Client acknowledges that any Reseller Pricing is separate from and may not be governed solely by these Terms. SkillsWave is not responsible for, and does not control, Reseller Pricing, Reseller service fees, Reseller billing practices, tax treatment, refund policies, or any commitments made by a Reseller Partner to the Client or Client’s personnel. The Client’s payment obligations to SkillsWave such as Program Fees, Employee co-payments, or any SkillsWave assessed and charged within the Platform remain independent from any amounts payable to a Reseller by Client.
4.9.2. With the exception of purchases made through the SkillsWave catalog, SkillsWave does not act as a marketplace facilitator, merchant of record, billing agent, or collection intermediary for any Reseller Pricing. Any disputes relating to fees charged by a Reseller must be resolved directly between the Client and the Reseller. SkillsWave has no obligation to reconcile, credit, offset, or otherwise adjust Client obligations under these Terms on the basis of any Reseller pricing or billing activity for the Client. For clarity, no Reseller is authorized to modify or override the financial obligations owed by the Client to SkillsWave under these Terms.
4.9.3. If a Client has custom offerings and/or custom pricing pre-negotiated with a SkillsWave Learning Provider, such custom pricing shall not be accessible for purchase via the SkillsWave catalog without a separate SOW agreement mutually agreed to in writing between SkillsWave, the Learning Provider and the Employer. SkillsWave shall not be in breach of these Terms if custom pricing / offerings are not available in the Platform.

5. RESPONSIBILITIES

5.1. Client Responsibilities. The Client is responsible for:

5.1.1. Creating and configuring the Workspace to accurately reflect the information required;
5.1.2. Adding, updating, and removing Users in the Workspace within 30 calendar days from gaining administrative access to the Workspace;
5.1.3. Configuring and maintaining Benefit Coverage settings in the Workspace;
5.1.4. Using the Approval Manager, reviewing and either rejecting or approving Requests (where required) on a timely basis;
5.1.5. Maintaining accurate information in the Platform;
5.1.6. Maintaining the security and confidentiality of the Workspace and administrative access credentials;
5.1.7. Promptly notify SkillsWave of any unauthorized use of its Workspace account, Workspace or User account;
5.1.8. Have in place an internal Employer policy for the Learning Benefit Program that includes expectations between Employer and Employee regarding employee eligibility, Employer coverage, Employee clawbacks, Employee fee responsibilities, and User terminations to adequately address rights and obligations in these Terms as they apply to the Client and their Users;
5.1.9. Payment of the Learning Fund Balance and applicable Client Fees not covered by Employee; and
5.1.10. Ensuring Users comply with these Terms and that they understand their additional obligation for any applicable Platform or Learning Provider policies communicated by SkillsWave or Learning Provider.

5.2. Client Restrictions. The Client and their Users may not:
5.2.1. Sublicense, resell, or share access to the Services outside its organization without prior written consent from SkillsWave;
5.2.2. Use the Services to provide services to unaffiliated third parties;
5.2.3. Interfere with or disrupt the integrity or performance of the Platform or any content provided by Learning Providers; or
5.2.4. Attempt to reverse engineer, copy, modify, or create derivative works from the platform or Services

5.3. SkillsWave Responsibilities. SkillsWave shall:
5.3.1. Provide Client access to the Platform and Services as described in these Terms or an applicable Order;
5.3.2. Maintain the operational functionality and availability of the features of the Platform under SkillsWave’s control, subject to reasonable or emergency maintenance windows and Force Majeure events;
5.3.3. Implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the Services and data processed;
5.3.4. Provide standard support and onboarding guidance to assist the Client with Platform setup and usage;
5.3.5. Make digital documentation and help materials available to the Client to facilitate Client understanding of Platform functionality
5.3.6. Contact Employer directly regarding compliance matters, Learning Provider requirements, Program updates, billing, refunds or Platform access, including for Employers provisioned through a Partner.

5.4. Enrolment Requirements. It is the sole responsibility of the Employee and/or Client to complete any additional forms, applications, or processes required by a Learning Provider to finalize Enrolment. SkillsWave is not responsible for delays, rejections, or enrolment issues resulting from incomplete or late submissions of such requirements. Clients are encouraged to communicate these responsibilities clearly and regularly to Employees participating in the Learning Benefit Program.

5.5. Consequences of Incomplete Enrolment. Failure by the Employee or Client to complete the Learning Provider’s required enrolment steps—such as submitting forms, meeting deadlines, or satisfying eligibility criteria—may result in the forfeiture of Program eligibility, loss of all or portion of prepaid Program Fees, or denial of enrolment. SkillsWave is not liable for any such losses or disruptions resulting from incomplete or delayed enrolment actions by the Employee or request approval action by Client. In addition, Employees that enrol and pay for a program/course with a SkillsWave Learning Provider, but with a registration and payment system outside of the SkillsWave Platform. will not be reimbursed for any fees by SkillsWave and this data will not be included with Client’s Workspace data.

6. FINANCIAL

6.1. Learning Benefit Coverage Commitment. The Client is responsible for payment of all Client Fees in accordance with its configured Benefit Coverage settings and for any Program Requests Employer Coverage amounts it approves. This responsibility is in addition to any applicable Learning Fund Balance under the Client’s selected Service Plan. By approving a Program Request submitted by an Employee through the Platform, the Client agrees to pay the Client Fee associated with the approved Program. Once an approved Employee enrolls in the Program, the Client’s commitment becomes binding and non-cancellable, and the applicable Client Fee will be invoiced in accordance with these Terms.

6.2. Employee Payment. The Employee initiating a Request shall pay their portion of the Program Fees, as applicable, through the SkillsWave Payment Processor when completing their Program Request.

6.3. Learning Fund Balance. The Client shall pay all Learning Fund Balance and any applicable transaction fees, as applicable to their selected Service Plan or as set out in an applicable Order Form. Unless otherwise agreed in the Order Form, Learning Fund Balance will be billed on a prepaid, payment due upon receipt, beginning on the earlier of: (a) the date the Client activates its account on the Platform, or (b) the effective date specified in the Order Form. If the Client upgrades its Service Plan during a billing cycle, the applicable increase in Learning Fund Balance will be invoiced and applied against future purchases in that billing period once payment is received by SkillsWave. Learning Fund Balances are non-refundable for the current billing period once deposited with SkillsWave. The Client may cancel future billing in accordance with Section 13 (Term and Termination), but Client remains responsible for any Learning Fund Balance already invoiced and deposited with SkillsWave.

6.4. Starter Plan Program Fee Payment Timings. For Starter Plans, unless otherwise agreed in an Order Form, all Program Fees for approved Programs shall be paid promptly through the Payment Processor at the time of Program approval as follows: 1) where Client has opted for a full reimbursement model, Employees pay 100% of the Program Fee to SkillsWave via their own personal credit card, or 2) where the Employer has a card-on-file with SkillsWave, SkillsWave will charge against the card for the approved Employer coverage amounts, with the Employee paying for the remainder (where applicable) on their own personal credit card. Full payment of the Program Fees is required to SkillsWave prior to Request being sent by SkillsWave to Learning Provider.

6.5. Pre-Paid Plans Program Fee Payment Timings. For as long as there is a balance in the Learning Fund that will cover 100% of the Employer coverage of each course/program request that has been approved, SkillsWave will deduct the Employer portion from the balance remaining in the Learning Fund and produce an invoice on the last day of each month showing which transactions have been approved and paid.

6.6. Monthly Program Fee Reporting. SkillsWave will issue an invoice on the last day of the month to the Client for Program Fees requested and approved (or refunded as applicable) in that calendar month. Notwithstanding the foregoing, where Client has paid a Learning Fund Balance under an Order Form or SOW, Program Fees will first be deducted from available Learning Fund Balance in accordance with Section 6.16. Refunds will be applied back into the Learning Fund Balance if applicable

6.7. Pre-Paid Plans Balance – Insufficient Funds. If the Learning Fund does not have sufficient funds for the administrator to approve the “next request(s)”, SkillsWave, at its discretion, may issue an invoice for payments owing and/or suspend administrator access to approve more requests via the Platform until additional funds are deposited with SkillsWave. In lieu of depositing more funds into the Learning Fund for a given Order period and for pending requests, the Client may instead limit the Employee coverage at time of learning request approval and have the Employee pay via Employee credit card some or all of the cost of the requested course/program.

6.8. Invoice Payment. All invoices for other SkillsWave services are payable net 30 days unless otherwise specified in the Order Form and agreed to in writing by SkillsWave. If the Client believes an invoice contains an error, Client must notify SkillsWave in writing to BILLING@SKILLSWAVE.COM within fifteen (15) days of the invoice date. Failure to raise a dispute within that period will be deemed acceptance of the invoiced amount.

6.9. Employee Status. If an Employee becomes ineligible for funding or separates from the Client’s organization before Completion of an approved Program, the Client remains responsible for payment of any associated Program Fees transacted through the Platform. SkillsWave will not issue a refund or credit to Employer or Employee in such cases unless otherwise provided under the applicable Learning Provider refund policy. The Client is solely responsible for addressing any internal reimbursement, recovery, or clawback processes with the Employee. SkillsWave is not responsible for managing or enforcing any such processes. The Parties agree the Employee does not have to be employed with Employer to complete a Program that was registered with a Learning Provider prior to Employee separation or termination. Employer will continue to have access to Employee Program completion results for the Program requested through the Employer’s Workspace regardless of Employee status.
6.10. Program Fee Changes. The Client agrees and acknowledges the Program Fees are set by the applicable Learning Provider and may change from time to time without notice. SkillsWave shall endeavor that changes in pricing will apply only to new enrolments after such changes become effective and will not affect Employees that have already fully registered and have been accepted into Program.

6.11. Program Cancellations. The Client agrees and acknowledges the Program availability is set by the applicable Learning Provider and may be cancelled one-time or outright due to lack of enrolments, availability of instructor (instructor-led courses), or Learning Provider business stability. SkillsWave shall endeavor to provide sufficient warning to Employers and Learners for Program Cancellations and work with its Learning Providers to offer full refunds for Program Cancellations that are not able to be rescheduled with the same Learning Provider.

6.12. Sales Taxes. All Program Fees may be subject to applicable sales, use, value-added, or similar taxes (“Taxes”) unless otherwise explicitly stated. Taxes on Program Fees will be calculated based on the location of the Learning Provider’s head office and the location of the Employee at time of payment and either added at checkout or included in the Client’s invoice, as applicable. The Client is responsible for paying all applicable Sales Taxes as stated in the Platform or invoice. The Employee is responsible for paying all applicable Sales Taxes on their portion of the Program Fees. Where a Learning Fund Balance is used towards Program Fees, the Learning Fund Balances deducted in each course/program purchased will be inclusive of applicable Sales Taxes. For clarity, applicable taxes will be calculated at the time of enrolment request and at time of purchase, the Program Fees plus applicable Taxes will reduce the available Learning Fund Balance accordingly.

6.13. Currency. If Program Fees are displayed on the Platform in a currency different from the one you nominated at time of your Workspace Account setup or as otherwise agreed to in writing with SkillsWave, SkillsWave will apply the average exchange rate from the previous calendar month for invoiced amounts. For payments made via card-on-file, the applicable exchange rate will be the rate in effect at the time of payment processing date. For clarity, Program Fees are listed in the Services in the operating currency of the Learning Provider. If the Employer’s operating currency is different, the fees will be converted at the time of purchase using a system-calculated exchange rate.

6.14. Additional Fees from Learning Providers. While SkillsWave makes reasonable efforts to display Program Fees transparently, certain Learning Providers may charge additional fees—such as for course materials, administrative processing, or late withdrawals—or may require Employees to complete a separate enrolment process outside the Platform. If these fees are not collected through the Platform, those additional fees are solely the responsibility of the Employee, as applicable. SkillsWave is not liable for such additional third-party charges. If reimbursement for these additional fees by the Client is permitted under Client’s internal learning benefit policy, any such reimbursement remains subject to the Client’s approval and is outside the scope of SkillsWave’s Services and invoicing processes unless otherwise outlined in a signed Statement of Work.

6.15. Late Payments and Suspension. SkillsWave reserves the right to apply interest at a rate of 1.5% per month or 19.56% APR (or the maximum allowed by law) on overdue payments not subject to good faith dispute. If the Client fails to pay within fifteen (15) days of notice of non-payment, SkillsWave may suspend access to the Services until payment is received.

6.16. Prepaid Learning Fund. If an Order Form or SOW specifies a prepaid option, Client will pay the stated Learning Fund Amount to SkillsWave in advance of Program purchases. The prepaid Learning Fund Balance will be applied solely toward future approved enrolments in Programs and correspond in value to the Employer portion of the Program price listed in the SkillsWave catalog at the time of enrolment, together with any applicable sales tax of the Employer portion at the time of purchase. The Learning Fund Balance on deposit with SkillsWave must be exhausted through the purchase of Programs by the end of the then-current Fund Period. Any unused portion of the Learning Fund Balance remaining at the end of the applicable Fund Period will automatically expire and will be retained by SkillsWave. Such unused amounts will not earn interest, have no cash value and are non-refundable. For clarity, the Learning Fund Balance shall not be applied to other fees such as Employer add-on fees, Learning Provider add-on fees, ancillary charges, materials fees, administrative surcharges, late withdrawal fees or any amounts not expressly included in the Program price listed in the SkillsWave catalog. Before the end of the then-current Order Form period, if Client wishes to continue with the Services after the Order Form end date, a new Order Form needs to be completed no less than 15 days before the Order End Date to determine if the Client intends to upgrade/downgrade their SkillsWave Tier. The Order Form will contain details if there is a desired change to the Tier level between the Order Form and the Renewal Order Form .

6.17. Invoices for Consulting Services. If there is a Statement of Work attached to the Order Form containing the purchase of SkillsWave Consulting Services beyond the purchase of Programs, Client will be invoiced for per the schedule of payment in the Order Form.

7. PROGRAM WITHDRAWAL, CANCELLATIONS AND REFUNDS

7.1. Cancellation by Learning Provider. If a Learning Provider cancels a Program after the Employee has completed enrolment—but before completing the Program—and the cancellation is not due to the Employee’s fault, SkillsWave shall seek from the Learning Provider one of the following two options:
(a) notification to affected Employees of a date for a future offering of the same learning outcomes from the same Provider; or
(b) notification to affected Employees that Learning Provider is offering a refund of any prepaid Program Fees not yet delivered to the Employee, subject to the Provider’s applicable refund policy, including any typical non-refundable fees.
Once notified of the cancellation, the Employee must promptly provide the Learning Provider and SkillsWave with written instructions regarding its selected option. SkillsWave is not responsible for delays, missed refund windows, or substitute placement issues resulting from the Employee’s failure to respond in a timely manner.

7.2. Refund for Withdrawal. Once enrolment in a Program is complete, any Employee requested withdrawal and refund eligibility is subject solely to the applicable Learning Provider’s withdrawals refund policy. Where a refund is issued, whether full or partial, the refund will be applied proportionally based on the original fee contributions:

7.2.1. Under Invoice (Client): Any refund amount will be allocated proportionally between the Employee and the Client. The Client’s portion will be applied as a credit on the next invoice, and the Employee’s portion will be refunded to the original card on file.
7.2.2. Full Reimbursement Model: Where the Employee paid the full Program Fees and was later reimbursed by the Client, any refund will be directed to the Employee, and the Client is responsible for recovering any applicable portion based on its internal policies. SkillsWave is not responsible for enforcing internal reimbursement or recovery policies between the Client and Employee.
7.2.3. Credit Card Payment at Checkout (Split or Full). Where the Program Fees were paid at checkout by credit card—whether entirely by the Employee, entirely by the Client, or through a split between both—any refund issued by the Learning Provider will be applied in proportion to the original payment contributions. Refunds will be returned to the respective credit cards used at the time of payment. No invoice credit will be issued in this scenario.

7.3. Tax Treatment of Refunds. Any taxes originally charged on Program Fees will be refunded in accordance with applicable law and based on the proportion of the refund approved by the Learning Provider. If a full refund is issued, the applicable taxes will also be refunded in full; for partial refunds, sales tax will be refunded proportionally. Refunds will be issued to the original payer(s) and payment method(s), subject to the same allocation principles outlined in Section 7.2

8. DISCLAIMER AND LIMITATION OF LIABILITY

8.1. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SKILLSWAVE DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES—WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE—INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED. CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES MEET ITS BUSINESS, REGULATORY, OR TECHNICAL REQUIREMENTS. SKILLSWAVE DOES NOT GUARANTEE THE SECURITY OF ANY DATA TRANSMITTED OVER THIRD-PARTY NETWORKS. SKILLSWAVE DOES NOT WARRANT OR GURANTEE ANY SERVICE, SYSTEMS, CONTENT, WORKFLOWS, OR INTEGRATIONS PROVIDED BY A PARTNER, NOR ANY PROGRAM INFORMATION DISPLAYED OUTSIDE OF THE SKILLSWAVE PLATFORM.

8.2. Limitation of Liability. Except for (a) either party’s indemnification obligations under Section 9, (b) liability arising from gross negligence or willful misconduct, or (c) to the extent liability cannot be excluded or limited under applicable law, each party’s maximum aggregate liability for any and all claims arising out of or relating to these Terms will not exceed the total fees paid by Client to SkillsWave under these Terms in the six (6) months preceding the event giving rise to the claim. Unless otherwise prohibited by law, in no event will either party be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost revenue, loss of data, or business interruption, even if advised of the possibility of such damages. SkillsWave will not be liable for any claims, penalties, enforcement actions, or damages arising from Client’s reliance on content that is not available in a non-English language or Client’s failure to comply with any applicable language-law requirements. SkillsWave’s liability under these Terms will apply only to the Services provided directly by SkillsWave and shall not extend to any Reseller or Partner services, Reseller or Learning Provider Learning Management System (LMS) functionality, third-party integrations, or third-party obligations.

8.3. Client Responsibility for Data and Use. Client is responsible for the accuracy, legality, and content of all Client Data and for its Users’ conduct when using the Services. SkillsWave is not liable for damages arising from Client’s use of the Services in violation of these Terms or applicable law.

8.4. Disruptions. Client agrees not to use the Services to transmit illegal, harmful, infringing, or disruptive content or to interfere with network performance. If SkillsWave determines that Client’s use of the Services causes a disruption—including denial-of-service attacks, spamming, malware distribution, or unauthorized access attempts—SkillsWave may immediately suspend or terminate access. Client will be responsible for any resulting damages or claims.

8.5. Learning Provider Disclaimer. Programs offered by Learning Providers are not under SkillsWave’s control. SkillsWave does not endorse, audit, or warrant the quality, availability, content, refundability, or suitability of any such Programs. SkillsWave is not liable for any claims, disputes, or losses arising from the Client’s implied or Employee’s direct participation in a third-party Program, including cancellations, delays, or issues with content or delivery.

8.6. Language Availability. SkillsWave makes its primary Service interface and legal documentation available in English and may make certain elements of the Services available in other languages. Client acknowledges that certain dynamic, user-generated, or third-party provided content displayed through the Services, including Learning Provider catalog entries, course descriptions, or other materials not created or controlled by SkillsWave may appear only in the language in which that content was originally submitted to SkillsWave. Client is solely responsible for determining whether the Services, including the availability or absence of non-English language options, satisfy Client’s business, regulatory, or technical requirements (including any applicable language-law requirements).

8.7. Reseller Disclaimer. SkillsWave is not responsible for, and shall have no liability from: (a) any acts, omissions, errors, misrepresentations, pricing, billing practices, or service-level commitments of a Reseller: (b) any Reseller Employer Contract or other agreement between the Client and a Reseller; (c) any failures, downtime, delays, inaccuracies, or errors in any Reseller system (such as an LMS, integration, connector, workflow, or third party system not controlled by SkillsWave); or (d) any Program information or Catalog information displayed within the Reseller’s controlled system or integration environment. Client’s sole rights and remedies relating to Reseller services, conduct, or commitments are against the Reseller and not against SkillsWave.

9. INDEMNITY

9.1. SkillsWave Indemnity. Client will indemnify, defend, and hold harmless SkillsWave and its officers, directors, employees, agents, and Affiliates from and against any third-party claim, demand, or action (“Claim”) to the extent arising out of:
(a) Client’s or its Users’ unauthorized or unlawful use of the Services;
(b) Client’s breach of these Terms;
(c) Client’s use of third-party integrations or products not provided by SkillsWave; or
(d) infringement of third-party rights by Client Data or Client configurations.

9.2. SkillsWave Indemnification. SkillsWave will indemnify, defend, and hold harmless Client and its officers, directors, Employees, agents, and Affiliates from any third-party Claim alleging that the Services, when used as permitted under these Terms, infringe a valid copyright, trademark, or patent. SkillsWave’s obligations do not apply to Claims arising from:
(i) use of the Services in violation of these Terms;
(ii) modification of the Services not made by SkillsWave;
(iii) use of the Services in combination with third-party products not provided by SkillsWave; or
(iv) compliance with Client’s written specifications.

9.3. If an infringement Claim arises under Section 9.2, SkillsWave may, at its option and expense:
(1) procure the right to continue use,
(2) modify the Services to be non-infringing, or
(3) terminate the affected Services and issue a pro-rata refund of unused prepaid fees.
This Section 9.3 states SkillsWave’s entire liability and Client’s sole and exclusive remedy with respect to any intellectual property infringement Claim.

9.4. Conditions. The indemnified party must: (i) notify the indemnifying party in writing of the Claim as soon as reasonably practicable and, in any event, no later than ten (10) business days after becoming aware of it; (ii) grant the indemnifying party sole control of the defense and settlement of the Claim; and (iii) provide reasonable cooperation (at the indemnifying party’s expense). Any delay in providing notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay. No settlement may be entered into without the indemnified party’s prior written consent if it imposes liability, admits fault, or places obligations or restrictions on the indemnified party.

10. DATA PRACTICES, PRIVACY, AND SECURITY

10.1. Client Data. Client retains all rights, title, and interest in and to any data it uploads, inputs, or provides through the Services, including configuration settings, Workspace information, and Client-specific reports (“Client Data”). With respect to Client Data, SkillsWave acts as a data processor and will access, use, and process such data solely to provide the Services and in accordance with applicable data protection laws.

10.2. SkillsWave – Collected Data. SkillsWave acts as an independent data controller for any Personal Information it collects directly from Users in connection with account creation, Program requests, Platform activity, or customer support. This includes name, contact information, usage data, and Program engagement. SkillsWave may share limited User data with SkillsWave subcontractors such as Learning Providers (for example, but not limited to, Employee name, Program selection, approved amount) and SkillsWave’s processors solely as needed to support Program delivery and SkillsWave ecommerce providers. All such processing is subject to SkillsWave’s Privacy Policy and applicable privacy laws. For those Client’s using a SkillsWave Reseller, the Reseller acts as independent controllers or processors of Personal Information solely with respect to their own systems and services, and SkillsWave is not responsible for Reseller compliance with privacy and data protection laws. Client must review and accept any Reseller privacy practices directly with Reseller.

10.3. Aggregated and Anonymized Data. SkillsWave may generate and use aggregated or de-identified data derived from Client Data and User interactions with the Services (“Analytics”) to operate, analyze, and improve the Services, support benchmarking, and develop new features. Such Analytics will not identify any individual or Client and will not include Personal Information unless otherwise permitted by law. SkillsWave retains all rights in such Analytics.

10.4. Security Measures. SkillsWave implements commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data and Personal Information from unauthorized access, disclosure, or use.

10.5. No Guarantee of Perfect Security. Client acknowledges that no system is completely secure. SkillsWave does not guarantee or warrant the security of any data transmitted to, received by, or stored by SkillsWave. All data transmissions are made at the Client’s own risk, including across networks not controlled by SkillsWave.

10.6. Client Responsibilities. Client is responsible for:
(a) Implementing appropriate safeguards for its systems, accounts, and access credentials;
(b) Ensuring it has the right to share any data with SkillsWave for processing;
(c) Reviewing whether the Services meet its internal compliance, security, and data governance standards; and
(d) Notifying Users as required under applicable laws regarding SkillsWave’s data practices and Client’s own data use.

10.7. Data Processing Addendum. Upon request, and only for Enterprise pre-paid plans, SkillsWave will enter into a separate Data Processing Addendum (“DPA”) with Client that governs the processing of Personal Information subject to applicable data protection laws. An example form of the DPA, is available on request to legal@skillswave.com. In the event of conflict between an executed DPA and these Terms, the DPA shall govern solely with respect to the processing of Personal Information.

10.8. Authorized Disclosures to Partners and Learning Providers. Client authorizes SkillsWave to disclose Client Data, Personal Information, and Client Confidential Information to (a) Learning Providers, as necessary to facilitate Program discovery, enrolment, delivery, administration, withdrawal, or completion; and (b) authorized Partners, solely to the extent required to provision Client’s Workspace, manage Client’s access during the Partner Term, enable integration functionality, support the Client’s use of the Platform, and for those that use a Reseller, to manage the contractual relationship. Any such disclosures will be limited to the minimum information required to perform the applicable purpose and will be made under confidentiality and data protection obligations no less protective than those set out in these Terms. SkillsWave shall have no obligation to disclose any Client Confidential Information or Personal Information to a Partner unless required to support the Services or integration with Partner, and shall not authorize a Partner to use such information for any purpose other than performing its obligations under its agreement with SkillsWave.

11. INTELLECTUAL PROPERTY

11.1. Ownership of Services. This Agreement grants Client access to the SkillsWave Services but does not transfer any ownership rights. SkillsWave and its licensors retain all rights, title, and interest in and to the Services, including the SkillsWave Platform, tools, software, templates, methodologies, data models, and all associated content and technology. Client may not copy, reproduce, adapt, modify, reverse engineer, distribute, sublicense, or create derivative works from the Services or any SkillsWave content, except as expressly permitted in writing by SkillsWave.

11.2. Client Branding. Client retains all rights to its name, trademarks, logos, and branding (“Client Branding”). Client grants SkillsWave a limited, non-exclusive, royalty-free license to use Client Branding:
(a) Within the Client’s Workspace and Account environment;
(b) For the purpose of facilitating Services and user experience, including presentations and onboarding materials; and
(c) In SkillsWave’s marketing and promotional materials (e.g., website, customer lists, and pitch decks) provided such use does not include testimonials or case studies without the Client’s prior written consent.
Client may opt out of public marketing uses of its Branding by providing written notice to legal@skillswave.com.

11.3. Learning Provider Programs. All rights in and to the content, curriculum, structure, and branding of Programs offered by Learning Providers remain the exclusive property of the applicable Learning Provider and/or its licensors. SkillsWave does not claim any ownership over Learning Provider intellectual property and provides access to such Programs solely as a facilitator. Client and Employees must comply with any applicable Learning Provider terms of use and copyright restrictions.

11.4. Feedback. If Client or its Users submit suggestions, enhancement requests, or other feedback about the Services (“Feedback”), SkillsWave may use, disclose, and incorporate such Feedback into its products and services without Client attribution or compensation. Feedback from Client is deemed non-confidential and non-proprietary.

12. CONFIDENTIALITY

12.1. Each party (“Receiving Party”) shall keep confidential and not disclose any non-public business, technical, financial, personal, or other proprietary information received from the other party (“Disclosing Party”) that is marked or reasonably understood to be confidential (“Confidential Information”). The Receiving Party shall use Confidential Information solely to perform its obligations under these Terms and may disclose it only to personnel or advisors who need to know and are bound by similar confidentiality obligations.

12.2. These obligations do not apply to information that: (a) is or becomes public without breach; (b) was known to the Receiving Party without restriction before disclosure; (c) is independently developed without use of the Disclosing Party’s information; or (d) is lawfully received from a third party without restriction.

12.3. If disclosure is required by law or court order, the Receiving Party shall, where legally permitted, give prompt notice and cooperate with the Disclosing Party to seek protective measures.

12.4. Confidential Information shall be retained only as long as required by law or to fulfill the purposes of these Terms, and otherwise returned or securely destroyed upon request or termination.

12.5. If a separate NDA is in place, this Section supplements and does not replace it. In case of conflict, the stricter confidentiality terms apply.

12.6. The obligations in this Section 12 shall survive for three (3) years after termination of these Terms, or longer to the extent required by applicable law or contractual obligations. Confidential Information that qualifies as a trade secret under applicable law shall remain subject to these obligations for so long as it remains a trade secret.

13. TERM AND TERMINATION

13.1. Term of Agreement. These Terms take effect on the earlier of: (a) the date the Client creates an Employer account on the Platform, or (b) the effective date specified in an applicable Order Form (“Effective Date”). Unless otherwise terminated in accordance with this Section 13, these Terms shall remain in effect for the Order Term as outlined in the Order Form. For Client Workspaces contracted through a Reseller, Client’s access to the Platform is permitted for the duration of the access period purchased or authorized by the Reseller under its agreement with SkillsWave (“Reseller Term”), unless earlier suspended or terminated in accordance with these Terms.

13.2. Term of Order Forms. Each Order Form remains in effect for its specified term. Unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term, the Order Form will automatically renew for successive terms of equal length at then-current Service Plan pricing, provided SkillsWave gives at least sixty (60) days’ prior written notice of any pricing changes. For avoidance of doubt, a Service Plan Order Form is by default a one-year term. For those on a plan with a prepaid Learning Fund, prepayment is due to be paid by the first day of term and at a minimum on an annual basis, unless otherwise agreed in writing.

13.3. Account Deactivation. SkillsWave, in its discretion, may deactivate the Starter Plan Service for Client after a period of non-use greater than 90 days. SkillsWave shall provide a 30 days’ electronic notice to the Account contact on file warning Client that their Account will be deactivated for non-use and thereafter terminate these Terms by written notice.

13.4. Termination for Cause. Either party may terminate these Terms or any active Order Form immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice.

13.5. Suspension for Non-Payment. SkillsWave may suspend access to the Services if any undisputed amounts remain unpaid fifteen (15) days after written notice of non-payment. Suspension does not waive SkillsWave’s right to collect amounts due or to terminate these Terms for material breach under Section 13.4. Access will be reinstated promptly upon full payment.

13.6. Effect of Termination. Termination of these Terms will not affect: (a) any outstanding payment obligations; or (b) pre-paid Programs already in progress or enrolled, which may continue until completion unless otherwise agreed. Upon termination: (a) Client must return or destroy all SkillsWave-provided materials within thirty (30) days; (b) SkillsWave will archive Client Data in accordance with SkillsWave’s internal data retention and required record-keeping policy. SkillsWave is under no obligation to retain Client Data beyond the retention period set out in that policy, unless otherwise required by law or regulatory obligation; and (c) Client may use existing Platform export tools to retrieve a point in time Workspace data prior to termination. Any additional export support will be subject to a Statement of Work and applicable fees.

13.7. Survival. The following provisions survive termination: Confidentiality, Intellectual Property, Restrictions, Indemnification (for claims arising prior to termination), Limitation of Liability, Payment obligations incurred before termination, and this Section.

13.8. Effect of Reseller-Managed Access. During the Reseller Term, Client’s access to the Platform is managed by the Reseller, in collaboration with SkillsWave, and is subject to the access period, commercial commitments, and renewal decisions made by the Reseller under its agreement with SkillsWave. The Reseller Term defines the duration for which SkillsWave is required to provide the Client with access on a Reseller-contracted basis. Nothing in these Terms obligates to extend Client access beyond the Reseller Term unless SkillsWave elects to continue access under Section 13.10. The Reseller Term does not create any renewal rights for the Client under these Terms.

13.9. Suspension or Termination Due to Reseller Non-Compliance. If Client’s access to the Platform was contracted through a Reseller, SkillsWave may suspend, restrict or terminate Client’s access to the Platform, in whole or in part, where such action is reasonably required due to (a) Reseller’s breach or non-compliance with its agreement with SkillsWave; (b) the Reseller’s misuse of SkillsWave Intellectual Property; (c) operations, security, legal, compliance risks introduced by the Reseller (d) any restriction, requirement, or directive imposed by a Learning Provider in connection with Reseller activities. SkillsWave shall have no liability to Client for any suspension or termination arising from Reseller actions or omissions

13.10. Continuation of Access after Reseller Termination. If an Employer was originally contracted on the Platform through a SkillsWave Reseller, SkillsWave may, at its discretion, continue to provide the Employer with access to the Platform on a direct basis following any suspension, expiration, or termination of SkillsWave’s agreement with that Reseller or Employer’s agreement with Reseller. Any such continued access will be governed solely by these Employer Term and by the commercial terms, pricing and Service Plan then offered by SkillsWave for direct Employers. SkillsWave shall have no obligation to maintain or honor any pricing, representations, service levels, or commitments made by the Reseller to the Employer. Continued use of the Platform by the Employer after transition constitutes acceptance of such SkillsWave commercial terms.

14. GENERAL

14.1. Governing Law & Jurisdiction. These Terms are governed by the laws of the jurisdiction based on the contracting SkillsWave entity. If contracting with SkillsWave Corporation, the laws of Ontario, Canada apply, and the parties submit to the exclusive jurisdiction of its courts. If contracting with SkillsWave LLC, the laws of the State of Maryland, USA apply, and the parties submit to the exclusive jurisdiction of its state and federal courts.

14.2. Assignment & Entire Agreement. These Terms, together with any Order Forms and incorporated documents (like the Privacy Policy and any Data Processing Addendum and Learner Terms of Service), constitute the entire agreement between the parties. Neither party may assign or transfer these Terms without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

14.3. Waiver & Severability. No waiver of any provision is deemed a waiver of any other provision or of any subsequent breach. If any provision is held to be unenforceable, the remaining Terms remain in full force and effect.

14.4. Force Majeure. Neither party shall be liable for failure or delay in performance of its obligations under these Terms (excluding payment obligations) due to a Force Majeure event. The affected party must provide prompt written notice and will be excused from performance for the duration of the event. If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Services upon written notice. SkillsWave shall not be liable for Learning Provider’s inability to perform its contract between Employee and Learning Provider due to a Force Majeure event impacting Learning Provider.

14.5. Relationship of the Parties; No Third-Party Rights. The parties are independent contractors and nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. These Terms do not confer any rights or remedies on any third party, except as expressly stated.

14.6. Conflicts and Precedence. In the event of any conflict or inconsistency between these Terms and another document, the following order of precedence shall apply (unless expressly stated otherwise): (1) Data Processing Addendum (DPA (if applicable)), (2) any Order Form or Statement of Work (including any document incorporated therein by reference), (3) these Terms of Service and Learner Terms of Service, (4) incorporated policies (e.g., Privacy Policy). Any standard terms or conditions included in a Client-issued purchase order, vendor onboarding form, or other procurement document are expressly rejected and will be of no force or effect, even if referenced or signed by SkillsWave whether or not such terms are referenced or acknowledged by SkillsWave, unless separately agreed to in writing by an authorized representative of SkillsWave. For clarity, in the event of any conflict between these Terms and (a) any terms presented by a Reseller, (b) any Reseller Employer Contract, (c) pricing, commitments, service levels, or representations made by a Reseller, or (d) any Program information displayed within a Reseller system (such as an LMS or other integration), these Terms shall control with respect to the Employer’s access to and use of the SkillsWave Platform and any Program Fees or other amounts payable through the SkillsWave Platform. Where an Employer was contracted through a Reseller and SkillsWave elects to continue providing direct access following termination of the Reseller relationship, any conflict between these Terms and the former Reseller Employer Contract shall be resolved in favor of these Terms and the applicable SkillsWave commercial terms then in effect.

14.7. Notices. All notices must be in writing and delivered by email or recognized courier. Notices to SkillsWave must be sent to:

SKILLSWAVE
legal@skillswave.com
Catalyst Commons, 137 Glasgow St., Suite 210, #5033
Kitchener, Ontario, N2G 4X8, Canada

Notices to Client will be sent to the email or physical address listed in the Client’s account or Order Form. Legal notices by email must include “Legal Notice – SkillsWave Terms” in the subject line. Notices are deemed delivered upon actual receipt.

14.8. Amendments. Modifications to these Terms are governed by the notice and update provisions set out in the introduction section above. Any changes to an Order Form or any agreement that modifies commercial terms (such as pricing, scope, or Order duration) must be agreed to in writing and signed by both Parties.

14.9. Governing Language. These Terms are written in English and any translations are provided for convenience only. In the event of a conflict between the English version and a translated version, the English version will govern.

15. Counterparts and Electronic Signatures. Any Order Form, amendment, or other document referencing these Terms may be executed in counterparts (including electronic or scanned copies), each of which will be deemed an original and together will constitute one and the same agreement. Execution via electronic means (e.g., e-signature platforms) will be legally binding.

DEFINITIONS

“Administrator” means the organization representative identified as the administrator on your Workspace who has the full authority of the organization or subset of your organization such as department to manage the Workspace, including ability to make changes such as add and remove Users, set-up and alter the account and Workspace settings including financial payment methods and make requests to upgrade or downgrade the Service Plan.

“Account” means the organizational profile created on the SkillsWave Platform by or on behalf of the Client, which enables access to a dedicated Workspace and the Services. An Account may represent an entire company, department, or division.

“Association” means an organization that does not have an employer/employee relationship with its members, but whose SkillsWave Platform access and Learning Benefits Program would model that of an Employer.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Approver” means the User as identified in the Workspace authorized to approve and contractually bind the Client for all costs associated to a Learning Request submitted by a User in their Workspace

“Benefit Coverage” means the portion of Program Fees the Client agrees to pay on behalf of the Employee as identified in the Workspace settings or as communicated in writing to SkillsWave through the Request process.

“Completion” means the state of an Employee’s progress in an approved Program, which may be either the successful or non-successful fulfillment of all requirements of a Program by an Employee, as determined by the applicable Learning Provider or, for SkillsWave Programs, as defined in the applicable Program documentation. This may include attendance, assessments, submission of deliverables, or other criteria required for formal completion or certification.

“Employer” means an entity that has a contractual relationship with SkillsWave to offer a Learning Benefits Program and related SkillsWave services to their personnel. This definition also includes an Association entity or similar.

“Employee” means those Users added by the Client onto the Workspace who have the ability to view the curated catalog of Programs and can make a Request in the Workspace or has been approved for a Program under the Workspace;

“Employer Portion” means the actual value of the Program Fees that the Client has agreed to contribute towards the Program Request by its Employee. The Employer Portion can range from 0% to 100%.

“Enrolment” means the formal process by which the Employee initiates a registration Request to the Learning Provider through the Workspace, after their Employer has approved the request, in order to enrol in the Program.

“Enterprise Support” means a level of dedicated support provided by SkillsWave in accordance with a Statement of Work or Order Form, including a dedicated account manager and any additional resources or service levels expressly identified therein. Such support is exclusive to the Client for the duration and scope set out in the applicable SOW or Order Form.

“Force Majeure” means act of God or other unforeseeable event beyond a party’s reasonable control—such as natural disasters, extreme weather, or government-imposed restrictions—that prevents performance. It does not include financial hardship or inability to pay.

“Fund Period” means the period of time identified in an applicable Order Form or SOW during which the Learning Fund Balance must be used.

“Integration Partner” means a Partner authorized by SkillsWave to surface SkillsWave product features and/or share data with SkillsWave from within the Partner environment.

“Learning Fund” means the notional, non-interest-bearing account established pursuant to an Order or SOW under a Service Plan to which the Learning Fund Balance is allocated and from which Program Fees are drawn down as approved through the Client’s Workspace.

“Learning Fund Balance” means the prepaid dollar amount the Client purchases from SkillsWave under a Service Plan (including any Pre‑Paid Plan) that is available solely to fund Program Fees (inclusive of applicable sales taxes) approved through the Client’s Workspace until such amount is fully exhausted. Note: Fees paid by Client or Employee for Learning Provider Programs or associated transaction costs that are at an additional charge outside of the Platform and not included in the Learning Fund Balance.

“Learning Provider” means third-party entity that advertises and lists their Program for purchase through the Platform. SkillsWave’s network of Learning Providers can be found here: https://skillswave.com/learning-network/

“Learning Provider Content” means the Program learning content, assessments and written or digital media managed by the Learning Provider and hosted on the Learning Provider’s controlled systems or distributed to Learners by the Learning Provider through other means. Note: Learning Providers may require Learners to purchase other third-party textbooks outside of the Platform to comply with the Program requirements.

“Learning Benefits Program” means the arrangement whereby an Employer enables access for their Employees to the Client Workspace, and also may contribute to, subsidize, or fully cover the cost of a Program on behalf of one or more Employees through the Services.

“Learning Coverage” means the allocated value of the Client’s contribution, subsidization or coverage of all or a portion of the costs of a Program requested by an Employee.

“Learning Management System (LMS)” means any online learning management system, platform, portal, application, or digital environment owned or operated by a Learning Provider, and through which that Learning Provider may host online course/program.

“Order” or “Order Form” means the SkillsWave form or online purchase process by which you agree to subscribe to the applicable learning benefit program Service Plan.

“Order Term” means the period of time which the Client is entitled to receive the Service as specified in an Order, which is an annual fixed term, or as otherwise agreed in writing. By default, Order Terms are for one year from the date that the Workspace has been activated for the Client through online set up or per the start date as listed on the Order Form.

“Pay-as-you-Approve” means that in any Tier of SkillsWave, you as the Employer (and if applicable your Employee) will not pay any fees for course/program requests that have not been approved by your department, division or corporate leader..

“Payment Processor” means a third-party providing financial transaction services to SkillsWave that is capable of collecting and processing fees as applicable within the Services.

“Professional Support” means fractional support provided by SkillsWave in accordance with a Statement of Work or Order Form, which may include access to a shared account manager or other non dedicated support resources as described in the applicable SOW or Order Form.

“Pre-Paid Plans” means a Service Plan that is anamount for a Learning Fund with a value of more than zero (0) dollars as provided in the Order, prepaid no less than on an annual basis by Client as agreed with SkillsWave to be used solely for the Employer Portion of Learning Provider Programs fees inclusive of sales tax. Other fees as outlined in a SOW are at an additional charge and not included in the draw down process of SkillsWave Pre-Paid Plans.

“Program” means individual courses (which may or may not lead to degrees and diplomas), educational programs, certifications, full diplomas/degrees, and any combination of these and/or other such similar training or educational programs that are created and provided by SkillsWave or Learning Provider and are made available for promotion and purchase through the Platform.

“Program Fees” means the price of the Program as listed by SkillsWave per course/program on behalf of the Learning Provider not including any applicable sales tax. Sales tax will be added, if applicable, at time of submitting a learning request.

“Request” means the formal process by which an Employee initiates the learning benefit process through the Workspace by selecting a Program from the SkillsWave curated catalog for review and subject to determination of approval by an Approver.

“Reseller” means a third-party authorized by SkillsWave to contract, on SkillsWave’s behalf, to resell access to the Platform to Employers and to act as an onboarding channel.

“Reseller Contracted Employer” means an Employer onboarded or referred to SkillsWave through an authorized Reseller under a Reseller Agreement.

“Reseller Pricing” means any fees, charges, pricing structures, service fees, administrative fees, or other amounts set, charged, invoiced, or collected by a Reseller in connection with its own services or its resale, bundling, or facilitation of Employer access to the Platform. Reseller Pricing is determined solely by the Reseller with the exception of a Learning Fund Balance (amounts by Tier set by SkillsWave), that is used solely to cover the list price of all Learning Provider Program Fees as set by SkillsWave and SkillsWave Learning Providers under these Terms.

“Role” means the profile classification of the User in the Workspace as assigned by the Administrator, determining what features and functionality the User may engage with in the Workspace. A User may have more than one or more Roles allocated to their User profile, including being an Employee, Approver, or Administrator.

“Service” means the cloud-based learning benefit program services provided by SkillsWave enabling the Client to offer access and potential funding to its Users for Programs, including the products and features made available to you by SkillsWave and its Affiliates for the benefit of the Client under a Trial or your applicable Service Plan as identified in your Order Form.

“Service Plan” means the learning benefit program plan for Services the Client subscribed to in the Order Form, and as further described in SkillsWave materials including on its website, www.skillswave.com/pricing.

“Starter Plan” means the Service or other products or features made available to you in the Platform as described at www.SkillsWave.com/pricing. Unless otherwise agreed to in writing, the methods of payment for the Starter Plan are solely by Employer credit card or by Employee credit card (for Employer reimbursement).

“Terms” means these Terms of Service and all materials referred or linked to or in here, unless otherwise stated.

“Third Party Products” means third party products and services provided in the Platform which interoperate with or are used in connection with the Services, including third party Payment Processor.

“Trial” means the Service or other products or features access made available by SkillsWave to you on a limited time basis and until such time the Account registration is completed as required by SkillsWave. Thereafter Trial access is moved to a Starter Plan or other Service Plan as selected at time of Account setup.

“User” means an individual added in the Workspace and assigned with a Role by the Client

“Workspace” means the dedicated online account space in the SkillsWave Platform for Employers where the Client can curate a learning benefit program for its Users and manage the features and functionality available under the applicable Service Plan

“You”, “Your” or“Client” or “Employer” means the entity using the Services and identified in the applicable account record, billing statement or online order process, or Order Form as the customer and Affiliates included in the scope of the purchase of Services.

Last Modified: February 26, 2026