Last updated: July 22, 2024

1. Scope

1.1 Skill n Depth AG, Einsiedelnstrasse 15b, 8834 Schindellegi, Switzerland (Provider) offers skill verification platform utilizing blockchain and logging service via Skill n Depth platform (app.skillndepth.com) and the corresponding applications (Service).

1.2 These Terms of Service (Terms of Service) cover the use of the Service by a natural person or legal entity (Customer).

1.3 Customers are divided into two types (Customer Types):

• Individuals: This Customer Type includes natural persons who register via the Service and have verified their data (e.g. divers, captains) (Individuals).
• Companies: This Customer Type includes entities searching for Individuals with verified data and intending to utilize their services (e.g. contractors, agencies) (Companies).

1.4 The Terms of Service apply universally to all Customers unless a provision is explicitly specified only for a particular Customer Type. Upon registration, the Customer selects its Customer Type, thereby confirming their status as such.

2. Conclusion of the Agreement

2.1 The Agreement between the Provider and the Customer (Agreement) is concluded as soon as the Customer accepts these Terms of Service (e.g. by selecting the checkbox during registration) and at latest when the Customer starts using the Service. The Terms of Service are an integral part of the Agreement.

2.2 If a natural person is acting on behalf of a legal entity, such natural person confirms that:

• he/she has full legal authority to bind the legal entity (e.g. its employer) to the Agreement; and
• he/she agrees to the terms of the Terms of Service on behalf of the legal entity.

2.3 If a natural person is acting for itself, the natural person confirms that he/she:

• is at least 18 years; or if he/she is younger than 18 years, he/she has the legally valid consent of its legal representatives to conclude the Agreement; and
• he/she agrees that he/she has read, understood and is bound to the Terms of Service.

2.4 These Terms of Service only cover the Service delivered by the Provider to the Customers. The legal relationship between Individuals and Companies (e.g. employment agreement) or between Companies (e.g. mandate agreement) is not covered by these Terms of Service. The Provider is not a party of the agreement between Individuals and Companies or Companies and Companies.

3. The Service

3.1 General Description. The Service provided by the Provider to the Customer encompasses a software-as-a-service platform accessible via a website or an application offering a distinctive and specialized marketplace for certain specialized industries (e.g. professional diving industry) (Platform). Via the Platform Customers can present certain information and Customers can connect with each other. The Platform is part of the Services.

3.2 Customer Profiles: The Platform offers different customer profiles for Individuals and Companies:

• Individuals: Individuals can use the Platform especially to explore job opportunities, network with industry professionals and showcase their skills. Upon registration, Individuals can create their customer profiles highlighting their qualifications and certifications, enabling them to apply for open positions.
• Companies: Companies can use the Platform especially to connect with qualified Individuals and presenting detailed job listings. They can also search for Individuals based on specific skills.

3.3Verification Service. The Service includes certain verification services regarding information presented by Customers via the Platform (Verification Services). The Verification Services which are offered by the Provider are described on the website or within the Platform and shall enhance transparency for Customers regarding information provided by Customers towards each other.

3.4 Customer Responsibility. While the Verification Service may assist the Customer in conducting verification processes about other Customer’s information (e.g. skills and certificates of Individuals), it is the Customer's ultimate responsibility to ensure the accuracy and validity of the information provided via the Platform.

3.5 Updates. The Provider may, in its sole discretion, at any time, with or without notice, and without liability to the Customer, make updates to the Service, and change or discontinue the availability of certain functionalities of the Service.

3.6 Monitoring. The Provider may monitor the Customer’s use of the Service to ensure quality, security and compliance with these Terms of Service, including by employing technical measures. The Customer will not interfere with such monitoring.

3.7 Audit. The Provider may audit (or appoint an independent auditor subject to appropriate confidentiality obligations to audit) the Customer’s systems and records to confirm compliance with these Terms of Service. The Customer will provide the Provider with any documentation that the Provider reasonably requests to demonstrate your compliance with these Terms of Service

3.8 Availability, Maintenance and Support. The Service aims to maintain 99% availability based on hosting standards. Functionalities are provided on a best-effort basis. Maintenance of the Service is performed on a best-effort basis. It is the sole discretion of the Provider to decide how and when updates of the Platform are provided. Customer support is conducted via a ticketing system and is provided on best effort basis

3.9 Third Parties. The Provider may integrate at its sole discretion external service providers in the performance of the Service, such as Persona Identities, Inc. (see https://withpersona.com), to enhance the functionality and capabilities of the Service, particularly the Verification Services.

4. Customer’s Obligations

4.1 Credentials. The Customer is required to create an account to access the Service. The Customer will keep its credentials and all login information related to the account secure. The Customer will not share its credentials or account login information with any third party.

4.2 Data. While using the Service the Customer will share certain information (e.g., surname, name, date of birth, description of skills, description of projects) (Data) with the Provider. The Customer warrants that the Data does not comprise any unlawful or illegal content and in no way infringes any personal, intellectual or other rights of third parties.

4.3 Personal Data. Customer confirms that it is allowed to share with Provider any personal data which are part of the Data.

4.4 Account Registration. When creating an account, Customers must provide accurate, complete, and current information at all times.

4.5 Truthful Information. The Customer agrees to provide truthful and accurate information at all times when using the Service.

4.6 Law and Regulations. Customer must only use the Service in a manner that is compatible with applicable laws and regulations.

4.7 Notification. Customer shall promptly notify Provider of any suspected or alleged violation of the Terms of Service and shall cooperate with Provider with respect to investigation of any suspected or alleged violation of the Terms of Service.

4.8 Restrictions on recruiting agencies. External recruiting agencies are prohibited from utilizing projects and Data presented on the Platform for their own purposes. Customers may be asked for corresponding confirmations during the login process and must provide confirmations in a fully truthful way. Failure to comply constitutes a breach of the Terms of Service, which may result in immediate termination of the Agreement or the access to the Service.

4.9 Further Obligations. In connection with the use of the Service, the Customer will not, and will not authorize or encourage any third party to, directly or indirectly:

• rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the Service; and.
• distribute or resell the Service or any portion of the Service, or attempt to do any of the foregoing; and
• remove any proprietary notices or confidentiality notices from the Service or any portion of it; and
• modify, translate, reverse engineer, disassemble, reconstruct, decompile, or create derivative works of the Service; and
• use or access the Service to monitor the availability, performance or functionality of the Service, or for any similar benchmarking purposes; and
• use the Service in a manner likely to cause a material degradation in the Services provided by the Provider to its other customers; and
• engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications, or other properties or services of the Provider; and
• conduct any load testing or penetration testing on the Service without the Provider's prior written consent; and
• bypass or circumvent any Service technical restrictions or security measures, including limitations on calls to the Service; and
• distribute viruses, malware, spyware, adware, or other harmful programs through the Service; and
• falsify or alter any unique identifier assigned to the Customer (e.g. credentials); and
• develop another service or application whose primary purpose is to migrate customers off the Service.

5. Charges

5.1 General. In order to use the Service, you will be charged a one-time and/or recurring fee based on the Provider’s current pricing that can be found on its website or is communicated to the Customer by the Provider.

5.2 Taxes. All charges are exclusive of taxes. To the extent taxes are applicable (e.g., VAT), the Provider will charge the Customer such taxes and the Customer will pay such taxes on top of the charges.

5.3 Payment. The Customer will make payment through such means as the Provider will communicate to the Customer.

6. Data Security, Privacy, Usage Information

6.1 Data Security. The Service is provided as software-as-a-service from servers operated by third-party providers, whereas the servers are located in Switzerland or in another country as agreed between the Parties.

6.2 Data Privacy and Data Security Information. The Provider’s Privacy Policy and Information on Data Security which can be found on the Provider’s website is applicable.

6.3 Profile Visibility Settings. The Platform provides Customers with the option to manage the visibility of the information they enter on the Platform, with the flexibility to adjust settings at any time.

6.4 Data Processing Agreement. To the extent the Provider processes personal data on behalf of the Customer, the Provider is the data processor of the Customer and the separate data processing agreement Appendix 1 is applicable.

6.5 Usage Information and Statistics. The Provider may collect information about the Customer’s usage of the Service, including information about the type and number of calls to the Service. The Customer agrees that the Provider may use the information about the usage of the Service for any purpose, including to improve the Service and any other of its products and services.

The Provider has the right to utilize anonymized data for statistical purposes and for the improvement of its Service. This may include but is not limited to the analysis of Customers behavior, trends and patterns to enhance the functionality, efficiency and the Customers experience of the Service.

Additionally, the Provider may use anonymized data for the training of artificial intelligence (AI) models and language learning models (LLM) developed by the Provider or by third parties. This data may be used to enhance the accuracy, performance and capabilities of these models, ultimately benefiting the overall quality of the Service.

The Provider assures that all data used for statistical purposes or for the improvement of the Service will be anonymized to protect the privacy and confidentiality of the Customers. No personally identifiable information will be disclosed or used for these purposes without the explicit consent of the Customer, in accordance with applicable data protection laws and regulations.

7. Intellectual Property Rights

7.1 Ownership in the Service.The Provider or its licensees own all right, title, and interest, including all Intellectual Property Rights, in and to the Service, its documentation, and all other products, services, marks and branding of the Provider; and no rights are granted to the Customer regarding the Provider’s Intellectual Property Rights except as expressly set forth in these Terms of Service; while Intellectual Property Rights means all worldwide (a) rights associated with works of authorship, including copyrights, moral rights, and database rights; and (b) trademarks; and (c) trade secrets and know how; and (d) patents and designs; and (e) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or reissues of the foregoing.

7.2 Service License. Subject to these Terms of Service, the Provider grants the Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, limited license to use the Service in accordance with its then-current description or documentation as available on the website of the Provider and/or as shown in the documentation of the Service and/or as described in these Terms of Service.

7.3 Data. The Customer retains its ownership rights in the Data. The Customer grants the Provider a non-exclusive, irrevocable, worldwide, transferable, sublicensable license at no charge to copy, store, transmit, edit, translate, transform, and create derivative works of, the Data to the extent reasonably required for the Provider’s performance of the obligations and the exercise of the rights under these Terms of Service and for the purpose of creating, generating, training, testing and verifying machine learning and other artificial intelligence systems, tools, applications, algorithms and models of the Provider or its licensors or subcontractors.

7.4 Feedback. If the Customers provides any feedback regarding the Service or other products or services of the Provider, the Customer agrees that the Provider will be free to use such feedback for any purpose, including to improve the Service and other products or services of the Provider, and to develop new products and services.

8. Warranty and Liability

8.1 No Warranties. The Service is provided by the Provider without any warranty of any kind, express or implied, including but not limited any warranty to merchantability, fitness for a particular purpose, security, confidentiality or noninfringement. The Provider especially does not warrant anything regarding the Verification Service.

8.2 Limitation of Liability. The liability of the Provider in connection with the Agreement is excluded to the extent possible by applicable law, especially the liability for slight negligence and auxiliary persons is excluded. The Provider is not liable for any damages arising at the Customer or third parties in connection with Data verified through Verification Service.

8.4 Data Loss. The Provider is not obliged to provide the Customer any copies of Data in case the Customer loses its Data.

8.5 Intellectual Property. The Customer shall not infringe the intellectual property rights of the Provider or of any third parties. The Customer expressly agrees to defend, hold harmless and indemnify the Provider against any claim, demand, suit or proceeding made or brought against the Provider by any third party alleging that the Data or use of the Data infringes any intellectual property rights of a third party, or violates any applicable laws or regulations. The Customer agrees to a) promptly give the Provider written notice of any such claim, demand, suit or proceeding; and b) give the Provider sufficient control to defend and settle such claim, demand, suit or proceeding (provided that the Customer may not settle any claim, demand, suit or proceeding itself and the settlement unconditionally releases the Provider from all liability).

9. Termination

9.1 General. Both parties may terminate the Agreement and these Terms of Service according to the subscription term defined by the Provider or chosen by the Customer in its account or when registering for the Service. If no subscription term is defined both parties may terminate these Terms of Service at any time by notice to the other party or by deleting the account.

9.2 Extraordinary Termination. The Provider may terminate the Customer’s right of use or these Terms of Service if the Provider determines in its sole discretion that the Customer is in breach of the Terms of Service or that the Customer’s use of the Service poses a security or legal risk to the Provider.

9.3 Consequences. Upon termination of these Terms of Service, all rights and licenses granted to the Customer by the Provider under these Terms of Service will immediately terminate, and the Customer will immediately cease use of the Service. Following termination of Terms of Service, the Provider reserves the right to delete Data and has no obligation to store Data, provided that the Provider may retain Data as required to comply with applicable laws.

10. General Provisions

10.1 Consumer Laws. These Terms of Service do not restrict any rights granted to the Customer by mandatory consumer protection laws in its jurisdiction. However, the Customer agrees that these Terms of Service and such laws should be interpreted in a manner that allows for maximum compatibility.

10.2 Amendments. The Provider may amend or change these Terms of Service at any time. Amended Terms of Service are valid as soon as published by the Provider on its website.

10.3 Assignment. Neither party may assign or otherwise transfer this Agreement, or any of a party’s rights or obligations under this Agreement, to any third party without the other party’s prior written consent, which consent must not be unreasonably withheld, delayed or conditioned; provided, however, that the Provider may assign or otherwise transfer this Agreement, (a) to a successor-in-interest in connection with a merger, acquisition, reorganization, a sale of all or substantially all of its assets, or other change of control, or (b) to an affiliate.

10.4 No Partnership. Nothing in the Agreement is intended nor shall be deemed to create any partnership, agency or joint venture relationship by or between the parties.

10.5 No Third Party Beneficiaries. These Terms of Service are intended for the benefit of the parties and their respective permitted successors and permitted assigns, and are not for the benefit of, nor may any provision of these Terms of Service be enforced by, any other person or entity.

10.6 Waiver. The Provider’s failure to enforce any right or provision of these Terms of Service will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Provider. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.

10.7 Severability Should any part or provision of this Agreement be held to be invalid or unenforceable, the other provisions of this Agreement will nonetheless remain valid. In this case, the invalid or unenforceable provisions shall be replaced by a substitute provision that best reflects the economic intentions of the parties.

10.8 Applicable Law. The Agreement and all claims arising out of, or in connection with, this Agreement (including all claims arising out of contract, tort, or unjust enrichment) are in all respects governed, construed, and enforced according to the substantive laws of Switzerland (excluding the Vienna Sales Convention and international conflict laws).

10.9 Jurisdiction. The courts at the registered seat of the Provider have exclusive jurisdiction for any and all disputes arising out of or in connection with this Agreement.