Terms and Conditions

1. Scope and Contracting Party

These Terms and Conditions govern the use of SkillPass, offered by SkillPass, Owner: Kevin Baur, BSc, Hochstraß 542, 3033 Klausen-Leopoldsdorf, Austria (VAT number: ATU82351615).

The service is intended exclusively for businesses that use SkillPass for their company (B2B). Consumers within the meaning of the Austrian Consumer Protection Act (KSchG) are excluded from use. [to verify: whether consumers are expressly excluded and how this is ensured in the ordering process]

The contract with SkillPass is concluded upon the first purchase of credits or the first use of the employer area, whichever occurs first. Deviating terms and conditions of the customer do not apply.

2. Service Description

SkillPass is software for handing over knowledge when employees leave. The service comprises:

• Creation of a handover by the employer and invitation of the departing person via a personal link by e-mail, including at most two automatic reminders. The link is sent only to the departing person; at the employer's request it can be sent again at most every 10 minutes and at most five times per handover
• One AI-led conversation with the departing person, held once, either in text or by voice (with conversion of speech into text and optional reading aloud of the questions)
• Creation by an AI of a handover handbook for the successor from the conversation, provided in the employer area as Markdown and PDF
• Management of handovers, credits and the account in the employer area, including data export and deletion

SkillPass does not access e-mails, files, screens or any other company systems and does not record anything in the background. The handbook is based solely on what the departing person writes or says in the conversation.

The free templates and tools on the website (e.g. checklist, handover editor, calculator) are not part of this paid service. They are available free of charge without an account; there is no entitlement to their provision.

3. Account and Sign-in

Employers sign in without a password using a 6-digit code that SkillPass sends to the e-mail address provided. The code is valid for 10 minutes. The employer is responsible for ensuring that only authorised persons have access to the e-mail mailbox used.

• The e-mail address provided must be valid and attributable to the company
• All information must be truthful
• The person acting must be authorised to represent the company

The departing person does not need an account. Their invitation link is valid only for the respective handover and must not be passed on to third parties.

4. Prices and Payment Terms

SkillPass is billed per handover, without a subscription. Each invitation requires one credit, which is purchased in advance. Between 1 and 100 handovers can be purchased per order. The price per handover is tiered by quantity and ranges from 39 USD to 10 USD. All prices are in US dollars (USD) and exclude VAT. Current prices can be found on our website under '/pricing'. Payment links are valid for 24 hours. Only a payment in USD that exactly matches the price shown in the application is credited; discount codes are not offered. At most 50 invitations can be sent per account within 24 hours (including revoked and deleted invitations). For larger organisations we offer Enterprise terms on request.

Our order process is conducted by our online reseller Lemon Squeezy, LLC. Lemon Squeezy is the 'Merchant of Record' for all transactions. The following conditions apply:

• Reseller relationship: You legally purchase the credits from Lemon Squeezy. In addition to these Terms, the Lemon Squeezy Terms of Service (https://www.lemonsqueezy.com/terms) apply to payment and delivery.
• Taxes: The final value added tax (VAT) or sales tax is calculated by Lemon Squeezy during the checkout process based on your local tax regulations and your location.
• Payment methods: The payment methods offered by Lemon Squeezy at checkout are available.
• Invoicing: All payment processing and invoicing is handled by Lemon Squeezy. After each transaction you receive a legally compliant tax invoice by e-mail from Lemon Squeezy; this e-mail serves as the official tax document.
• Reverse charge: For businesses with a valid VAT number within the EU (outside the reseller's jurisdiction), tax may not be charged under the reverse charge mechanism, subject to validation by Lemon Squeezy.

There is no automatic renewal and there are no recurring payments. There are no free handovers within the product.

5. Credits, Use and Return

• Purchased credits are added to the employer's account once payment has been received.
• Sending an invitation uses one credit. If the existing balance is sufficient, the invitation is sent without a further purchase. Each invitation entitles to one conversation and one handbook created from it.
• If the employer revokes an invitation before the conversation has started, or if an invitation expires unused after 30 days, the credit is returned to the account.
• Credits do not expire. [to verify]
• Credits are tied to the account and are not transferable. Unused credits lapse when the account is deleted. [to verify: whether a refund is offered before deletion]

6. Withdrawal and Refunds

As the service is intended exclusively for businesses, there is no statutory right of withdrawal for consumers. [to verify: information on the right of withdrawal under the Austrian Distance and Off-Premises Contracts Act (FAGG) is required if consumers are not excluded]

• Credits that have already been used are not refunded.
• Whether and under what conditions unused purchased credits are refunded in money: [to verify: owner's decision pending]
• Refunds are processed via our reseller Lemon Squeezy. If a purchase is refunded in full, all corresponding credits are deducted from the account again; for a partial refund, the refunded share, rounded down to whole credits (e.g. 3 of 10 credits for a 30% refund). If the credits have already been used, the balance can become negative; new invitations are then only possible once it has been settled.
• Mandatory statutory rights (e.g. warranty) remain unaffected.

Billing Errors

Should an obvious billing error occur (e.g. double charge), it must be reported to support immediately upon becoming aware of it. After review, a correction or refund of the incorrectly billed amount will be made. If the same payment link is paid twice, the credits of the second payment are also added; on request it is refunded and the credits are deducted again.

7. Employer Obligations and Data Protection

The employer is the controller under data protection law for the content of a handover (information about the departing person, conversation, handbook). SkillPass processes this data on the employer's behalf as a processor (Art. 28 GDPR). A data processing agreement (DPA) is available on request. [to verify: DPA template and whether the DPA automatically becomes part of the contract]

In particular, the employer is obliged to:

• inform the departing person before the conversation about its purpose and procedure and about the processing of their data
• have a legal basis for the conversation and the processing and observe any co-determination rights under labour law (e.g. of the works council)
• enter only the information required for the handover
• check the AI-generated handbook for accuracy and completeness before using it

Details on data processing can be found in our privacy policy.

8. Copyright and Rights to Content

All content of the SkillPass software and website (texts, graphics, logos, software, etc.) is protected by copyright and is the property of SkillPass. The employer receives a non-exclusive, non-transferable right to use SkillPass for its own purposes for the duration of the contract. The conversation content and the handbooks created from it belong to the employer; SkillPass uses them solely to provide the service.

9. Content in the Conversation

The employer ensures that the information entered and the content of the conversation:

• do not infringe any third-party rights (copyrights, trademark rights, etc.)
• do not contain any unlawful, offensive or defamatory content
• comply with applicable data protection regulations

10. Prohibited Use

The following activities are prohibited:

• Reverse engineering, decompiling or disassembling the software
• Automated data queries (scraping, crawling) without express permission
• Distribution of viruses, malware or other harmful code
• Circumvention of security measures or access restrictions
• Use of SkillPass for illegal purposes
• Passing on login codes or invitation links to unauthorised persons

11. Term, Termination and Deletion

The contract runs for an indefinite period and has no minimum term. The employer can end it at any time by deleting their account in the settings. This deletes the company, handovers, conversation histories, handbooks and PDF files; before deletion, the employer can export their data in the settings. The employer can delete individual handovers at any time.

SkillPass may terminate the contract without notice in the event of a breach of these Terms. [to verify: ordinary termination right of SkillPass and handling of unused credits in that case]

12. Availability and AI Content

SkillPass is provided 'as is'. We do not guarantee uninterrupted availability, freedom from errors or fitness for a particular purpose. The handbook is created by an AI from the departing person's statements; it may be incomplete or contain errors and should always be reviewed by qualified persons.

13. Limitation of Liability

Our liability is limited to intent and gross negligence. For slight negligence, we are only liable in the event of a breach of essential contractual obligations (cardinal obligations), whereby liability is limited to the foreseeable damage typical for the contract. Liability for personal injury remains unaffected.

14. Applicable Law

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. The place of jurisdiction for all disputes is, to the extent legally permissible, the registered office of SkillPass in Austria.

15. Changes to the Terms and Conditions

We reserve the right to amend these Terms as needed. You will be informed of changes by e-mail at least 30 days before they take effect. If you do not object within 30 days, the new Terms are deemed accepted. In the event of an objection, both parties may end the contract as of the date the changes take effect.

16. Contact

If you have any questions about these Terms of Use, you can reach us at the following address:

17. Contract Language

These Terms are available in German, English and Spanish. In the event of discrepancies between the language versions, the German version shall prevail.

18. Effective Date

These Terms and Conditions are dated October 2026. [to verify: exact effective date]