Terms and Conditions

PART B
TERMS AND CONDITIONS

These Terms and Conditions ("Terms") govern access to and use of SkillKlip (the "Platform"), an AI-powered video learning and assessment tool provided by Peoplehive Consulting Sdn Bhd ("we", "us", or "our"), a company incorporated in Malaysia. These Terms apply to both Admin Users and Learner Users unless otherwise specified.

1. Acceptance of Terms
By checking the "I Accept" checkbox, registering an account, or accessing the Platform in any manner, you agree to be bound by these Terms and the Privacy Policy incorporated herein.
If you are an Admin User accepting on behalf of an organization, you represent and warrant that you have full legal authority to bind that organization to these Terms.
These Terms may be updated from time to time. Admin Users will be notified of material changes at least 14 days in advance. Continued use after the effective date constitutes acceptance. Minimum age for any user: 18 years.

2. Platform Description & AI Functionality
The Platform provides the following core features, all of which incorporate artificial intelligence:
� AI Video Segmentation: Uploaded videos are automatically analyzed and divided into shorter learning modules by AI. The AI determines segment boundaries and topics based on content analysis.
� AI-Generated Instructions: The Platform generates written instructional guidance, summaries, and learning objectives for each module automatically using AI language models.
� AI-Generated Quizzes: The Platform automatically generates assessment questions from video content to test learner comprehension. Quiz questions and answer options are produced by AI.
� HR Analytics Dashboard: Admin Users can access real-time individual and organizational data on learner completion rates, quiz scores, competency gaps, and remediation requirements.

All AI-generated content � including module segmentation, instructional text, and quiz questions � is automatically generated and has not been independently verified by subject matter experts unless the Admin User has reviewed and approved it prior to publication. Admin Users are responsible for reviewing AI-generated content before deploying it to Learner Users.

3. User Roles and Responsibilities
3.1 Admin Users (HR / Organizational Administrators)
Admin Users are responsible for:
� Ensuring that all videos uploaded to the Platform comply with applicable copyright, privacy, and employment laws.
� Reviewing and approving AI-generated module content, instructions, and quiz questions before publishing them to Learner Users.
� Informing employees (Learner Users) that their learning activity, quiz scores, and completion status are individually tracked and visible to HR prior to granting them access.
� Ensuring that the use of individual employee performance data for any purpose beyond learning management (e.g., disciplinary action) is supported by a separate, appropriate legal basis under applicable employment law.
� Managing user access, deactivating accounts of employees who leave the organization, and ensuring data is exported or deleted as appropriate.
3.2 Learner Users (Employees)
Learner Users are responsible for:
� Completing assigned learning modules and assessments honestly and without assistance that misrepresents their true level of understanding.
� Maintaining the confidentiality of their login credentials.
� Notifying their HR administrator if they believe their learning data is inaccurate.

4. License Grant from Users to Provider
Admin Users and employee uploaders retain ownership of all video content they upload to the Platform. However, by uploading content, you grant us a limited, worldwide, non-exclusive, royalty-free license to:
� Process, store, transcode, and segment uploaded videos using AI for the purpose of generating learning modules;
� Generate and store AI-produced instructional content and quiz questions derived from uploaded videos;
� Display segmented modules, AI instructions, and quiz content to assigned Learner Users within your organizational account;
� Maintain backup copies of uploaded content for service continuity and disaster recovery.
This license is granted solely for the purpose of operating the Platform and is limited to the Subscribing Organization's account. It terminates upon deletion of the content or termination of the subscription.

5. AI Content Disclaimer & Admin Responsibility 
All content generated by the platform's AI � including module segmentation, instructional text, learning objectives, quiz questions, and answer options � is automatically produced by Artificial Intelligence and may contain errors, omissions, inaccuracies, or content that is misleading or inappropriate for your specific organizational or regulatory context.
Admin Users are solely and fully responsible for reviewing, editing, and approving all AI-generated content before it is published to and accessed by learner users.
We make no representation that AI-generated quiz questions accurately assess the intended competencies, that AI-generated instructions are accurate or complete, or that AI-generated module content meets any professional, educational, or regulatory standard.
The Subscribing Organization assumes full responsibility for the accuracy and appropriateness of all content delivered to its employees through the platform.
The Platform's functionality is contingent upon Admin review; publishing AI-generated content without prior review constitutes a material breach of these Terms by the Admin User.
6. Employee Performance Data � HR Use Restrictions
The Platform provides HR with access to individual employee learning and assessment data. The following restrictions apply to the use of this data by the Subscribing Organization:
� Permitted Use: Individual employee learning records may be used for: identifying knowledge gaps and assigning remedial learning; tracking compliance with mandatory training requirements; and measuring overall organizational learning effectiveness.
� Restricted Use Without Additional Legal Basis: Individual quiz scores and completion records must not be used as the sole basis for disciplinary action, termination of employment, salary reduction, or formal performance appraisal without the organization establishing a separate, appropriate lawful basis under Malaysian employment law (Employment Act 1955) or applicable law in the relevant jurisdiction.
� Employee Notification Obligation: The Subscribing Organization warrants to us that it has informed all Learner Users, prior to their first access of the Platform, that their individual learning activity, quiz results, and completion status are recorded and visible to HR administrators.
� Non-Discrimination: Employee learning data must not be used in any manner that constitutes unlawful discrimination on the basis of any protected characteristic under applicable law.
� Conflict of Rights (Erasure vs. Proprietary Interest): The Subscribing Organization acknowledges that while Learner Users may exercise their right to erasure under applicable law, the Organization (as Data Controller) is responsible for determining whether such a request is overridden by the Organization�s legitimate interest in maintaining the video as a proprietary business record or essential training asset. We shall act only upon the written instruction of the Subscribing Organization regarding the deletion or redaction of specific individuals from uploaded content."
7. Acceptable Use Policy
The following uses of the Platform are strictly prohibited:
� Uploading video content for purposes other than internal organizational learning and development.
� Uploading content that infringes third-party intellectual property rights, including copyrighted video, music, or branded materials without appropriate licenses.
� Uploading content that contains identifiable individuals without having obtained their consent.
� Allowing Learner Users to complete assessments on behalf of another person, or misrepresenting individual competency levels.
� Using the Platform's AI-generated content externally (e.g., commercially distributing AI-generated quiz content) without our prior written consent.
� Reverse engineering, decompiling, or attempting to extract the Platform's AI models or algorithms.
� Sharing login credentials between users.
� Using the Platform to process or store personal data in violation of PDPA 2010 or any applicable data protection law.

8. No Professional or Educational Standards Warranty
The Platform is a technology tool that uses AI to assist organizations in creating learning content. It does not:
� Guarantee that AI-generated learning modules are pedagogically sound or appropriate for any specific training purpose;
� Certify learner competency in any professional, regulatory, or technical field;
� Replace professionally designed training programs, certified instructors, or accredited educational qualifications;
� Ensure that training delivered through the Platform satisfies any mandatory regulatory training requirement, including those under OSHA Malaysia, industry licensing bodies, or professional certification authorities.
Admin Users are solely responsible for determining whether the Platform's AI-generated content is appropriate and sufficient for their organization's training, compliance, and regulatory purposes.

9. Disclaimer of Warranties � "AS IS" Clause
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
� Implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
� Any warranty that AI-generated video segmentation, learning content, or quiz questions will be accurate, appropriate, or complete;
� Any warranty that the Platform will be error-free, uninterrupted, or available at all times;
� Any implied service level agreement or uptime guarantee, unless separately agreed in a signed SLA;
� Any warranty that use of the Platform will satisfy any regulatory training or compliance obligation.

10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY MALAYSIAN LAW, WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM:
� Errors, inaccuracies, or omissions in AI-generated learning content, instructions, or quiz questions;
� Decisions made by the Subscribing Organization based on individual employee quiz scores or completion data;
� Regulatory non-compliance arising from reliance on AI-generated training content;
� Employment disputes or claims arising from the organization's use of employee learning performance data;
� Loss or corruption of uploaded video content or learning records;
� Unauthorized access to employee performance data within the organization's account;
� Business interruption, loss of revenue, or reputational harm;
� Any indirect, incidental, special, consequential, punitive, or exemplary damages.

� Monetary Cap: Our total aggregate liability for all claims shall not exceed the total subscription fees paid by the Subscribing Organization in the twelve (12) months immediately preceding the claim.

11. Indemnification
The Subscribing Organization agrees to indemnify, defend, and hold harmless Peoplehive Consulting Sdn Bhd, its directors, officers, employees, agents, and affiliates from and against all claims, liabilities, damages, losses, costs, and legal fees arising from:
� The organization's use or misuse of the Platform;
� Uploading video content that infringes third-party intellectual property rights;
� Uploading video content containing identifiable individuals without having obtained their consent;
� The organization's use of individual employee performance data in violation of employment law, PDPA 2010, or these Terms;
� Failure to inform Learner Users that their learning activity and assessment data is tracked and visible to HR;
� AI-generated content that the organization published to employees without adequate review and approval;
� Any breach of applicable data protection law by the Subscribing Organization.

The organization must promptly notify us in writing of any claim and cooperate with our defense. We reserve the right to assume control of the defense of any indemnified claim.
The Subscribing Organization shall indemnify the Provider against any claims arising from the Provider following the Organization's written instructions regarding the retention or deletion of individual Learner User data in cases of a 'Right to be Forgotten' dispute.

12. Intellectual Property
� Our IP: The Platform, its AI models, algorithms, source code, interface design, branding, and all underlying proprietary technology are and remain the exclusive intellectual property of Peoplehive Consulting Sdn Bhd. Nothing in these Terms transfers any ownership rights to users.
� Your Content: You retain ownership of all video content you upload. You grant us only the limited processing license described in Clause 4.
� AI-Generated Content: AI-generated learning modules, instructional text, and quiz questions are produced using our proprietary models. The Subscribing Organization has a non-exclusive right to use this content within the Platform during the active subscription period. AI-generated content must not be extracted and distributed outside the Platform without our prior written consent.
� Feedback License: Any feedback or suggestions you provide may be used by us freely without restriction or compensation.

13. Account Management & Corporate Accounts
� Admin Responsibility: Admin Users are responsible for managing Learner User accounts within their organizational account, including creating, modifying, and deactivating employee access.
� Employee Offboarding: The Subscribing Organization is responsible for promptly deactivating accounts of employees who leave the organization. We are not liable for continued access by former employees whose accounts have not been deactivated.
� Data Ownership on Termination: Upon termination of the subscription, the Subscribing Organization retains ownership of its employee learning data and may export all records during the 30-day grace period. After this period, all data will be permanently deleted.
� Credential Security: All users are responsible for maintaining the confidentiality of their login credentials. Sharing credentials between users is prohibited.
� Account Termination: The Subscribing Organization acknowledges that its failure to export Performance Data prior to the expiry of the 30-day grace period will result in the permanent, non-recoverable loss of records that may be required for statutory compliance (e.g., OSHA Malaysia).

14. Beta & Preview Features
We may release new AI features � including experimental video segmentation models, new quiz generation formats, or enhanced analytics � designated as "Beta" or "Preview". Such features are provided without warranty and may be withdrawn at any time without liability. Use of Beta features is at the user's own risk.

15. Subscription, Billing & Refunds
� Subscriptions are billed according to the plan selected at registration, on a monthly or annual basis as chosen.
� Subscriptions auto-renew at the end of each billing cycle unless cancelled prior to the renewal date via account settings.
� All payments are non-refundable for service periods already consumed.
� Upon cancellation, a 30-day data export grace period applies before permanent deletion of all organizational data.
� We reserve the right to modify subscription pricing with at least 30 days' advance written notice to Admin Users.
� Overdue payments may result in suspension of access to the Platform until the outstanding balance is settled.

16. Termination & Right to Modify Service
� Termination by Organization: Admin Users may terminate the subscription at any time via account settings.
� Termination by Us: We may suspend or terminate access for: breach of these Terms; non-payment; uploading illegal or infringing content; or misuse of employee data. Where termination is for our convenience (not due to breach), we will provide 30 days' written notice.
� Right to Modify: We reserve the right to modify, update, or discontinue any feature or AI model. We are not liable for changes arising from third-party AI or infrastructure provider policy changes. Material changes to core features will be communicated with reasonable advance notice.

17. Force Majeure
We shall not be liable for failure or delay in service arising from events beyond our reasonable control, including: natural disasters, pandemics, acts of war or terrorism, government actions, internet or infrastructure outages, cyberattacks, or policy changes of third-party AI model or cloud infrastructure providers.

18. Dispute Resolution & Class Action Waiver
� Good Faith Negotiation: The parties agree to attempt in good faith to resolve any dispute within 30 days of written notice before initiating formal proceedings.
� Binding Arbitration: Unresolved disputes shall be submitted to binding arbitration administered by the Asian International Arbitration Centre (AIAC), Kuala Lumpur, Malaysia, in accordance with the AIAC Arbitration Rules then in force. The language of arbitration shall be English. The seat shall be Kuala Lumpur. The number of arbitrators shall be one (1), unless the AIAC determines otherwise given the complexity of the matter.
� Class Action Waiver: All claims against us must be brought in your individual capacity as an organization or user � not as a plaintiff or class member in any class action, collective action, or representative proceeding. This waiver applies to all forms of collective claims whether in arbitration or court.

19. Governing Law & Jurisdiction
These Terms and the Privacy Policy are governed by and construed in accordance with the laws of Malaysia. Subject to the arbitration clause, the parties irrevocably submit to the exclusive jurisdiction of the High Court of Malaya at Kuala Lumpur for any matters requiring court proceedings.
For users in other jurisdictions, local mandatory consumer or data protection laws shall apply to the extent required by law in that jurisdiction.

20. International Use & Jurisdiction-Specific Compliance
As the Platform expands internationally, the following jurisdiction-specific provisions apply:
� European Union / EEA Users: Processing of personal data is subject to the GDPR. A Data Processing Agreement (DPA) compliant with Article 28 GDPR will be provided to Subscribing Organizations upon request.
� Users in Other Jurisdictions: We will comply with applicable local data protection laws as we expand. Subscribing Organizations are responsible for ensuring that their use of the Platform complies with employment and data protection laws in their jurisdiction.

21. Export Control & Sanctions Compliance
You agree to comply with all applicable export control and sanctions laws. You represent that you are not located in a sanctioned country and are not listed on any restricted parties list maintained by any relevant governmental authority.

22. Severability, Entire Agreement & Waiver
If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force. These Terms and the Privacy Policy constitute the entire agreement between the parties regarding the Platform and supersede all prior representations or agreements. Our failure to enforce any right does not constitute a waiver of that right.

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SkillKlip  |  Privacy Policy & Terms and Conditions

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