Our terms and conditions define the service level agreements for our training management software. We provide a professional platform for certificate automation and record keeping for Irish providers operating in the training and certification industry.
These terms of service constitute a binding B2B SaaS agreement between Rapid Cert Ireland and our clients. We provide a platform for certificate management and training administration under professional service level agreements designed specifically for Irish training companies and certification organizations.
By using our software, you agree to our acceptable use policy. These terms and conditions are designed specifically for the Irish training industry, ensuring clear expectations for software availability and data ownership. Our B2B SaaS agreement outlines the rights and responsibilities of both parties when using our training management platform.
Rapid Cert provides certification software services to training companies operating in Ireland. Our platform enables automated certificate generation, training record management, and compliance tracking for organizations that need reliable record keeping and audit-ready documentation. This terms of service agreement ensures that both Rapid Cert and our clients understand their obligations regarding software usage, data security, and service availability.
Our B2B SaaS agreement includes provisions for service level commitments, data backup and recovery, and technical support for training companies using our platform. We maintain high standards of service availability to ensure that your certificate management operations can continue uninterrupted, supporting your business needs for Irish training compliance and professional certification delivery.
Training companies retain full ownership of all data entered into the Rapid Cert platform. Our terms and conditions ensure that you can export all training records, certification data, and compliance documentation at any time. This B2B SaaS agreement protects both your business interests and our ability to provide reliable software services to the Irish training industry.
Terms of Service | B2B SaaS Terms & Conditions
Last Updated: December 10, 2025
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "User," or "you") and Rapid Cert Ireland ("Rapid Cert," "we," "our," or "us") governing your access to and use of the Rapid Cert Software-as-a-Service (SaaS) platform for certificate management, customer relationship management (CRM), booking systems, and email marketing services. These B2B SaaS terms apply specifically to training companies and organizations using our training software platform.
By accessing or using Rapid Cert, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions. If you do not agree to these SaaS terms, you must not use our services. These service agreement terms are designed for B2B clients and training companies operating in Ireland and the European Union.
This terms of service document outlines the rights and responsibilities of both Rapid Cert and our clients when using our training management software. Our B2B terms ensure clear expectations and protect both parties in the provision of software services.
Explicit Agreement Through Payment: By paying any subscription, maintenance, support, or bespoke development fees, the Client explicitly acknowledges and agrees to these Terms of Service, including all provisions in Sections 3.4, 3.4.1, 3.5, and 8, regardless of whether a signed agreement exists. By making any payment, the Client also acknowledges that they are subject to all enforcement mechanisms described herein, including access suspension, late fees, and license revocation for non-payment.
2. Definitions
"Service" means the Rapid Cert SaaS platform and all associated features, including but not limited to certificate generation, CRM, booking management, and email marketing tools.
"Client" or "User" means the training company or organization that subscribes to and uses the Service.
"Subscription" means the paid access plan selected by the Client.
"Content" means all data, information, text, files, and materials uploaded to the Service by the Client.
"Setup Fee" means the one-time professional onboarding and migration fee.
"Client Feedback" or "UAT" means any requirements, suggestions, bug reports, or testing feedback provided by the Client or its employees to ensure the Service meets the Client's specific business needs.
3. Subscription and Payment Terms
3.1 Subscription Plans
Rapid Cert offers various subscription plans (Essentials, Growth, Scale) with different features and pricing. Subscription fees are billed monthly or annually in advance, as selected by the Client.
3.2 One-off Setup Fee
New clients are charged a one-time Setup Fee for standard onboarding, configuration, and data migration services. Payment of the Setup Fee does not transfer ownership of the software.Setup fees are non-refundable, regardless of whether the Client continues with the subscription or cancels the service.
3.2.1 Development Fee (Bespoke Software)
Bespoke Development: Any bespoke software or website development requested by the Client is charged as a one-time Development Fee. Payment of this fee grants the Client a limited, non-exclusive, non-transferable, revocable license to use the bespoke solution for internal business purposes during active subscription and maintenance periods.
Ownership and Intellectual Property: Ownership of all underlying software, code, architecture, and intellectual property remains with Rapid Cert. Payment of the Development Fee does not transfer ownership of the software, code, or intellectual property. All such software remains the sole property of Rapid Cert.
Maintenance and Support: Maintenance, updates, and support for bespoke solutions are provided under the Subscription and Maintenance Agreement, as outlined in Section 3.3. Failure to pay ongoing subscription or maintenance fees may result in temporary suspension of access, as detailed in Section 3.4.
Maintenance Scope: Maintenance includes bug fixes, platform updates, and hosting support. Any new features, major enhancements, or additional bespoke work are considered separate Development Work and will be billed separately.
Development Fees are non-refundable, regardless of whether the Client continues with the subscription or maintenance services.
Client Acknowledgment: Payment of any Development Fee, Setup Fee, or ongoing Subscription/Maintenance fee confirms that the Client has read, understood, and accepted these Terms of Service.
3.3 Payment Terms
All fees are exclusive of applicable taxes (VAT, sales tax, etc.)
Payment is due in advance for the billing period
We accept payment via credit card, debit card, or bank transfer
Clients are responsible for maintaining valid payment information on file
Client Acknowledgment: Payment of any Development Fee, Setup Fee, or ongoing Subscription/Maintenance fee confirms that the Client has read, understood, and accepted these Terms of Service.
3.3.1 Subscription / Maintenance Fees
Billing and Payment: Subscription or maintenance fees are billed monthly or annually in advance, as selected by the Client. Payment is required to maintain active access and support for both standard SaaS features and bespoke solutions.
Scope of Suspension: Suspension for non-payment applies to both standard SaaS features and bespoke solutions. Access to the platform, admin features, and hosted services may be temporarily suspended if fees remain unpaid after the grace period, as outlined in Section 3.4.
3.4 Suspension for Non-Payment
Service Suspension: If subscription or maintenance fees remain unpaid after the due date, Rapid Cert reserves the right to suspend the Client's access to the Service. Access will be removed 7 days after the payment due date if payment remains pending or unpaid. Suspension will continue until all outstanding fees, including late fees, are paid in full.
Scope of Suspension: If subscription or maintenance fees remain unpaid after the 7-day grace period, access to the platform, admin features, and hosted services may be temporarily suspended. This applies to both standard SaaS features and bespoke solutions.
Data Preservation: Client data will be preserved and restored once all outstanding fees are paid. Suspension does not affect previously invoiced Development Fees or any one-off Setup Fees. Suspension does not affect the Client's obligation to pay any Development Fees or Setup Fees already invoiced.
Data Handling During Suspension: During any temporary suspension due to non-payment, all Client data will be preserved. Clients may request a full data export at any time in standard formats (CSV, PDF, or other commonly used formats). Access will be restored once all outstanding fees are paid. Suspension does not imply deletion or loss of Client content.
What Suspension Means: Suspension of access means the Client will temporarily be unable to log in, use the software, or access hosted features. Client data will be preserved and will be fully accessible once all outstanding fees are paid. Suspension does not imply loss of ownership of content uploaded by the Client.
We will attempt to notify the Client of payment issues before suspension occurs, but suspension may occur automatically if payment is not received within the 7-day grace period. Notice of suspension will reference Sections 3.4, 3.4.1, and 3.5 of these Terms of Service, covering both unpaid subscription/maintenance fees and unpaid development fees.
3.4.1 Access Suspension for Unpaid Development Work
Development Work Invoicing: Any Development Work, including bespoke features, modules, or customizations requested by the Client, is invoiced upon completion or per agreed milestones. Payment of all invoices is a condition for continued access to the Rapid Cert platform, including both standard SaaS features and bespoke solutions.
Milestone-Based Development Work: For milestone-based bespoke projects, each milestone payment is a condition for continued access to that portion of the work. Failure to pay any milestone may result in suspension of access to the entire platform, including previously delivered bespoke work and standard SaaS features, until all outstanding fees (including late fees) are paid.
Suspension for Unpaid Development Fees: If the Client fails to pay any Development Fees within the specified payment terms, Rapid Cert may temporarily suspend access to the entire platform, including previously delivered bespoke work and standard SaaS features, until all outstanding fees (including late fees) are paid.
Data Protection and Restoration: Suspension will not result in loss of Client data, and full access will be restored promptly once all outstanding payments are received. Rapid Cert is not liable for any business impacts resulting from such suspension.
Client Acknowledgment: Clients acknowledge that suspension of access for non-payment is a contractual enforcement mechanism, not a penalty, and is consistent with these Terms of Service.
Summary for Clients:
Pay subscription + maintenance + development invoices on time → keep full access
Miss payment → platform access temporarily suspended until cleared
Reinstatement of Access: Once all outstanding fees, including any applicable late fees, are paid, Rapid Cert will promptly restore full access to both standard SaaS features and bespoke solutions.
3.5 Late Fees for Pending Payments
Late Fee Policy: If any payment remains pending or unpaid after the due date, Rapid Cert reserves the right to charge a late fee. Late fees are designed to cover administrative costs associated with managing overdue accounts and encourage timely payment.
Timeline and Late Fee Calculation:
Grace Period: Clients have a 7-day grace period after the payment due date to complete payment before any action is taken
Access Removal and Late Fee Application:7 days after the payment due date, if payment remains pending or unpaid, service access will be removed and a late fee will be applied
Late fees will be calculated as 5% of the outstanding amount or €25.00, whichever is greater
Additional late fees may be applied for each subsequent 30-day period that payment remains outstanding
Late fees are in addition to the original amount due and must be paid together with all outstanding balances
Maximum Late Fee Accumulation: Late fees will not exceed 20% of the original outstanding amount, providing transparency and preventing excessive accumulation
Payment of Late Fees: Late fees will be automatically added to the Client's account and must be paid in full before service access is restored. All late fees are exclusive of applicable taxes (VAT, sales tax, etc.).
Dispute Resolution: If a Client believes a late fee has been charged in error, they must contact us at info@rapidcert.eu within 14 days of the late fee being applied. We will review the matter and may waive the late fee at our discretion if the delay was due to circumstances beyond the Client's control.
3.6 Price Changes
We reserve the right to modify subscription fees with 30 days' written notice. Price changes will not affect the current billing period but will apply to subsequent renewal periods.
3.7 Service Updates and Enhancements
Change Log or Update History: Rapid Cert may update or enhance the Service, including bespoke solutions, from time to time. Such updates will not materially alter the scope of the bespoke license unless agreed in writing. Updates may include bug fixes, security patches, performance improvements, and new features that enhance the overall platform functionality.
4. Cancellation and Termination
4.1 Client Cancellation
Clients may cancel their subscription at any time by providing 30 days' written notice to info@rapidcert.eu. Cancellation will take effect at the end of the current billing period.
No Refunds: Cancellation does not entitle the Client to a refund of fees already paid for the current billing period. Setup fees are non-refundable.
4.2 Termination by Rapid Cert
We may terminate or suspend your account immediately, without prior notice, if:
You breach these Terms of Service
You violate our Acceptable Use Policy (see Section 6)
Payment remains outstanding after suspension
You engage in fraudulent or illegal activities
Required by law or regulatory authority
4.3 Data Export Upon Termination
Upon termination, Clients may request export of their data within 30 days. Data will be provided in standard formats (CSV, PDF, or other commonly used formats) to ensure compatibility and ease of use. After this period, we reserve the right to delete all Client data in accordance with our data retention policies.
5. Service Availability and Disclaimer
5.1 Service Availability
We strive to maintain 99.9% uptime for the Rapid Cert platform. However, we do not guarantee uninterrupted, error-free, or secure access to the Service. The Service may be unavailable due to:
Scheduled maintenance and updates
Unforeseen technical issues or system failures
Third-party service provider outages
Force majeure events (natural disasters, cyberattacks, etc.)
5.2 No Warranty
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6. Acceptable Use Policy
6.1 Prohibited Activities
Clients are strictly prohibited from using the Service to:
Violate any applicable laws, regulations, or third-party rights
Transmit malicious code, viruses, or harmful software
Attempt to gain unauthorized access to the Service or other accounts
Interfere with or disrupt the Service or servers
Use the Service for any illegal or fraudulent purpose
6.2 Email Marketing Rules
SPAM Prohibition: Clients are strictly prohibited from using Rapid Cert's email marketing features to send SPAM, unsolicited commercial emails, or any form of bulk unsolicited communications.
Consent Requirement: Before sending any email campaign through Rapid Cert, Clients must have obtained explicit opt-in consent from all recipients. This includes:
Clear disclosure of what recipients are consenting to
Unambiguous affirmative action (e.g., checking a box, clicking a button)
Easy opt-out mechanisms in every email
Compliance with GDPR, CAN-SPAM Act, and other applicable email marketing laws
Immediate Termination: Violation of this email marketing policy will result in immediate termination of the Client's account without refund. Rapid Cert reserves the right to report violations to relevant authorities.
Clients are solely responsible for ensuring compliance with all applicable email marketing laws and regulations in their jurisdiction.
7. Limitation of Liability
7.1 No Liability for Training Outcomes
CRITICAL DISCLAIMER: Rapid Cert provides software tools for certificate generation, management, and record-keeping. We do NOT certify, validate, or guarantee the competency, qualifications, or safety of any individual who receives a certificate generated through our platform.
The Training Company (Client) is solely responsible for:
Verifying that students/trainees have successfully completed all required training and assessments before issuing certificates
Ensuring that individuals meet all competency requirements before certification
Validating the accuracy and authenticity of all information included in certificates
Compliance with industry standards, regulatory requirements, and best practices for training and certification
Rapid Cert shall not be liable for any accidents, incidents, injuries, damages, or losses arising from:
Incorrect or fraudulent certification of individuals
Failure of certified individuals to perform competently
Accidents or incidents involving certified trainees
Any reliance on certificates issued through our platform
7.2 General Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAPID CERT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
Loss of profits, revenue, data, or business opportunities
Service interruptions or downtime
Data loss or corruption (though we maintain regular backups)
Third-party claims or actions
Our total liability for any claims arising from or related to the Service shall not exceed the total fees paid by the Client to Rapid Cert in the 12 months preceding the claim.
Liability Notice Specific to Suspension: Rapid Cert is not liable for any business interruption, lost revenue, or other damages resulting from temporary suspension of access due to non-payment of subscription or maintenance fees. Suspension is a contractual enforcement mechanism, not negligence, and is implemented in accordance with these Terms of Service.
7.3 Exceptions
Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded or limited under Irish law.
8. Intellectual Property
8.1 Rapid Cert's Intellectual Property
The Rapid Cert platform, including all software, code, designs, logos, trademarks, documentation, and proprietary technology, is owned by Rapid Cert Ireland and protected by copyright, trademark, and other intellectual property laws. Clients are granted a limited, non-exclusive, non-transferable license to use the Service solely for their internal business operations during the subscription period.
Intellectual Property & Non-Exclusive License: All bespoke software, code, and websites developed by Rapid Cert for a Client remain the sole property of Rapid Cert. Payment of a Development Fee grants the Client a non-exclusive license to use the solution for internal business purposes during active subscription and maintenance periods.
Rapid Cert's Rights: Rapid Cert retains the right to license, sell, or deploy the same software, modules, workflows, or features to other clients. Clients acknowledge that their license is non-exclusive, and no proprietary or exclusive rights are granted through the Development Fee.
License Revocation: This license is non-transferable, revocable, and may be revoked if subscription, maintenance, or development fees remain unpaid, as outlined in Sections 3.4 and 3.4.1. The license is active only while subscription and maintenance fees are current.
License Termination for Unpaid Development Work: Failure to pay for bespoke work may also result in termination of license to use the bespoke solution while access to the platform is suspended, as outlined in Section 3.4.1.
Optional Exclusivity Clause: Exclusive rights to bespoke software, modules, or features may be negotiated separately for an additional fee. In the absence of a separate exclusivity agreement, all licenses are non-exclusive as described above.
Client Acknowledgment for Bespoke Builds: By accepting delivery of bespoke software or websites, the Client acknowledges that bespoke solutions were developed to their specifications under a license model, and that Rapid Cert retains all intellectual property and may license, sell, or reuse the solution for other clients. This acknowledgment applies to all bespoke work delivered under these Terms of Service.
8.2 Client's Intellectual Property
Clients retain all ownership rights to their data, including:
Student/trainee lists and records
Financial data and reports generated from their data
Custom certificate designs and templates (if applicable)
Any content uploaded to the platform
By uploading content to Rapid Cert, Clients grant us a limited license to use, store, and process such content solely to provide the Service.
9. Data Protection & GDPR Compliance
Data Protection Commitment:
Rapid Cert is strictly bound by the General Data Protection Regulation (GDPR). We do not transfer, sell, or give away our clients' data or any other data processed through the Service to third parties.
By using Rapid Cert, Clients acknowledge and agree that:
Rapid Cert acts as a Data Processor for end-user data (student/trainee records) uploaded by the Client
The Client remains the Data Controller for such data and is responsible for ensuring appropriate legal basis for processing
Rapid Cert will process data in accordance with our Data Processing Addendum (DPA), which forms part of these Terms
All data processing complies with GDPR and applicable data protection laws
Client feedback, participation, and review time form part of Requirements Gathering and User Acceptance Testing (UAT). In every SaaS project, the Client is required to spend reasonable time collaborating with Rapid Cert to validate workflows, confirm requirements, and test whether the software operates correctly for the Client's business.
UAT and Acceptance Framework: Client participation in requirements confirmation and UAT is a contractual obligation and a condition of successful delivery.
Not Development Time: Time spent by the Client reviewing, validating, and approving workflows is treated as Requirements Gathering/UAT and not as Rapid Cert development effort.
Timely Cooperation: The Client must provide approvals, decisions, and consolidated feedback within reasonable timelines requested by Rapid Cert.
Delay Allocation: Any project or release delay caused by late or missing Client feedback, approvals, test data, or UAT participation is not a breach by Rapid Cert and may require timeline re-planning.
Go-Live Responsibility: The Client remains responsible for confirming that deliverables are fit for the Client's operational processes before go-live.
Clients are responsible for:
Providing timely feedback and participating in Requirements Gathering and User Acceptance Testing (UAT)
Maintaining the confidentiality of account credentials
All activities that occur under their account
Ensuring compliance with applicable laws and regulations in their use of the Service
Obtaining necessary consents and permissions for data processing
Backing up critical data (though we maintain system backups)
Verifying the accuracy of information before issuing certificates
10.1 Client Contributions, Feedback, and UAT
Nature of Participation: The Client acknowledges that providing business requirements, participating in meetings, and performing User Acceptance Testing (UAT) are mandatory prerequisites for the delivery of the Service. Any time spent by the Client's employees, contractors, or administrative staff in providing such information is performed solely for the Client's own commercial benefit—specifically to ensure the Service meets the Client's operational needs.
Non-Compensable Activity: Participation in the development roadmap, feature definition, or bug-testing process does not constitute professional services provided to Rapid Cert. The Client explicitly agrees that:
No Royalties: No royalties, licensing fees, or commissions are due to the Client or its employees if Rapid Cert licenses similar features or workflows to other parties.
No Employment/Agency: Client employees (including administrative staff) remain at all times employees of the Client. Their participation in UAT or requirements gathering does not create an employment, partnership, or joint-venture relationship with Rapid Cert.
Company Time: If Client employees perform these tasks during "company time," they are fulfilling their duties to the Client, not to Rapid Cert. Rapid Cert has no liability for the salary, costs, or "invested time" of the Client's staff.
10.2 Intellectual Property of Improvements & "Work for Hire"
Ownership of Enhancements: The Client may suggest improvements or "bespoke" features. The Client agrees that all Intellectual Property rights in any such enhancements, code, or workflows—regardless of who suggested them—remain the exclusive property of Rapid Cert Ireland.
Exclusion of "Work for Hire": No development performed by Rapid Cert shall be considered a "Work for Hire" under the Copyright and Related Rights Act 2000 (Ireland) or any similar international legislation. Payment of a "Development Fee" or "Setup Fee" grants the Client a License to Use the features but does not transfer ownership of the underlying logic, source code, or commercial rights.
Total Consideration: The Client acknowledges that the "consideration" (the payment) they receive for their time and feedback is the provision of a functioning, automated system at a significantly reduced "SaaS" rate compared to the cost of proprietary custom software development.
11. Indemnification
Clients agree to indemnify, defend, and hold harmless Rapid Cert, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from:
Client's use of the Service in violation of these Terms
Client's violation of any applicable laws or regulations
Client's breach of the Acceptable Use Policy
Any claims related to certificates issued by the Client through the platform
Any third-party claims arising from Client's data or content
12. Modifications to Terms
Rapid Cert reserves the right to modify these Terms at any time. Material changes will be communicated to Clients via email or through the Service with at least 30 days' notice. Continued use of the Service after such modifications constitutes acceptance of the updated Terms.
If a Client does not agree to the modified Terms, they may cancel their subscription in accordance with Section 4.1.
13. Governing Law and Jurisdiction
Governing Law: These Terms shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law provisions.
Exclusive Jurisdiction: Any disputes arising from or related to these Terms or the Service shall be subject to the exclusive jurisdiction of the Irish courts. Both parties irrevocably submit to the jurisdiction of the Irish courts.
14. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.
15. Entire Agreement
These Terms, together with our Privacy Policy and Data Processing Agreement, constitute the entire agreement between Rapid Cert and the Client regarding the Service and supersede all prior agreements, understandings, or communications.
16. Contact Information
For all legal notices, questions about these Terms, or to exercise your rights, please contact:
Rapid Cert provides B2B SaaS terms and terms of service for Irish training companies using our training software platform. Our service agreement ensures clear expectations and protects both parties. These terms and conditions are designed specifically for business-to-business software services.