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.

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.

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 Setup Fees

Professional setup and data migration services are subject to a one-time setup fee. Setup fees are non-refundable, regardless of whether the Client continues with the subscription or cancels the 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

3.4 Payment Failure and Suspension

During suspension, the Client will not be able to access their account or data. We will attempt to notify the Client of payment issues, but suspension may occur automatically.

3.5 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.

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. 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

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

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.

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.

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 Processing Agreement

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

Our full Data Processing Agreement is available upon request and is incorporated by reference into these Terms.

10. Client Responsibilities

Clients are responsible for:

• 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

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

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