Master Service Agreement (MSA)

This Master Service Agreement ("Agreement") is entered into between:

Skillties and the Customer are hereinafter referred to individually as a "Party" and collectively as the "Parties".

1. Subject Matter and Scope

This Agreement governs the provision of access to the Skillties platform ("Platform") by Skillties to the Customer and the use of the Platform by the Customer and its authorized users.

This Agreement applies exclusively to claimed and paid workspaces operated by the Customer.

Use of the Platform by individual users remains subject to the applicable Terms of Service, which are incorporated by reference.

2. Description of the Services

Skillties provides the Platform as a cloud-based software-as-a-service (SaaS) solution.

The Platform enables users to:

• create and manage skills and skill profiles,
• map skills and view skill-based evaluations,
• collaborate within a workspace context.

The specific features and limits depend on the subscription plan selected by the Customer.

Skillties may further develop, modify, or improve the Platform over time.

3. Term and Termination

3.1 Term

This Agreement enters into force on the effective date specified in the applicable order form ("Effective Date") and is concluded for the subscription term specified therein.

3.2 Ordinary Termination

Either Party may terminate this Agreement with [30] days' notice to the end of the current subscription term, unless otherwise agreed.

3.3 Termination for Cause

Either Party may terminate this Agreement without notice if the other Party materially breaches this Agreement and fails to remedy such breach within 30 days after written notice.

4. Customer Obligations

The Customer shall:

• ensure that its users comply with the Terms of Service,
• designate and manage workspace administrators,
• use the Platform only for lawful purposes,
• not misuse the Platform or attempt unauthorized access.

The Customer remains solely responsible for any organizational, operational, or personnel-related decisions made based on the use of the Platform.

5. Data Protection

5.1 Roles and Responsibilities

Depending on the context of processing:

• Skillties acts as controller for platform-wide and public data processing,
• Skillties acts as processor for customer-controlled workspace data.

5.2 Data Processing Agreement

Where Skillties processes personal data on behalf of the Customer, the Parties shall enter into a Data Processing Agreement (DPA) pursuant to Article 28 GDPR.

The DPA forms an integral part of this Agreement.

6. Intellectual Property Rights

Skillties retains all rights, title, and interest in and to the Platform, including all intellectual property rights.

The Customer is granted a non-exclusive, non-transferable, limited right to access and use the Platform for the duration of this Agreement in accordance with its terms.

User content is governed by the Terms of Service.

7. Fees and Payment

The Customer shall pay the fees specified in the applicable order form or subscription plan.

All fees are exclusive of VAT and other applicable taxes.

Unless otherwise agreed, invoices are payable within [30] days of invoice date.

Skillties may suspend access to the Platform in case of payment default after reasonable prior notice.

8. Service Levels (SLA)

8.1 Availability (Best Efforts)

Skillties provides the Platform on a commercially reasonable efforts basis.

The Platform is not intended for mission-critical, safety-critical, or business-critical use.

Skillties does not guarantee uninterrupted availability of the Platform. Temporary unavailability may occur due to maintenance, updates, technical issues, or circumstances beyond Skillties' control.

8.2 Maintenance

Skillties may perform maintenance activities as necessary to operate, secure, or improve the Platform.

Where reasonably possible, planned maintenance will be announced in advance.

Unscheduled maintenance may be carried out without prior notice if required for security or stability reasons.

8.3 Support

Skillties provides support to paid customers during standard business hours (Central European Time).

Support requests are handled according to the following target response times:

Target response times are non-binding and do not constitute guaranteed resolution times.

8.4 No Service Credits

The Customer acknowledges that the Platform is not provided with guaranteed service levels.

No service credits, refunds, penalties, or fee reductions apply in case of unavailability or performance issues, unless expressly agreed otherwise in writing.

9. Confidentiality

Each Party shall treat all confidential information of the other Party as confidential and use such information solely for the purposes of this Agreement.

This obligation survives termination of the Agreement.

10. Liability

Skillties is liable without limitation for:

• intent and gross negligence,
• injury to life, body, or health,
• mandatory statutory liability.

In cases of simple negligence, Skillties' liability is limited to typical, foreseeable damages and capped at the total fees paid by the Customer in the twelve (12) months preceding the damaging event, unless mandatory law provides otherwise.

11. Force Majeure

Neither Party shall be liable for failure to perform its obligations due to events beyond its reasonable control, including natural disasters, strikes, acts of government, or failures of public infrastructure.

12. Changes to the Services

Skillties may modify or enhance the Platform, provided that such changes do not materially reduce the core functionality of the subscribed plan.

13. Assignment

The Customer may not assign this Agreement without prior written consent of Skillties, except in connection with a merger or sale of substantially all of its assets.

14. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Federal Republic of Germany.

The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Berlin, Germany, to the extent legally permissible.

15. Final Provisions

If any provision of this Agreement is or becomes invalid, the remaining provisions shall remain unaffected.

This Agreement, together with the applicable order form, the Terms of Service, the Privacy Policy, and the Data Processing Agreement (if applicable), constitutes the entire agreement between the Parties regarding its subject matter.