Emitcert Terms of Service

1. Purpose and acceptance

These Terms of Service (the “Terms”) govern access to and use of Emitcert (the “Service”): the website at emitcert.com, the issuer panel, the client area, the application programming interface (the “API”), the certificate files and the public verification pages. “Emitcert”, “we”, “us” and “our” refer to the operator of the Service.

By creating an account, issuing a Certificate, using the API or otherwise using the Service, you accept these Terms and the Privacy Notice, which forms part of them. Whoever accepts these Terms on behalf of an organisation represents and warrants that they have authority to bind it; in that case, “you” also refers to that organisation. If you do not accept these Terms, you must not use the Service.

Consulting a verification page does not require an account. A Verifier who consults one accepts the provisions of these Terms that concern verification pages and Verifiers, in particular sections 3, 6, 11 and 12.

2. Definitions

In these Terms and in the Privacy Notice, capitalised words have the following meanings:

“Issuer”: the school, college, university, academy, training centre, company or other organisation that has an account and, through the Service, creates, grants, corrects, withdraws or deletes Certificates.

“Authorised User”: each person to whom an Issuer gives access to its account, whatever their role.

“Recipient”: the person to whom an Issuer grants a Certificate.

“Verifier”: any person who consults a verification page or a Certificate file, or who checks the signature of a Certificate.

“Certificate”: the record that an Issuer creates through the Service, together with its text, design, files, Open Badges credential, code, QR code and verification page.

“Issuer Content”: all data, text, images, logos, crests, seals, signatures and other material that an Issuer or its Authorised Users enter, upload or import into the Service, including the personal data of Recipients.

3. Role of Emitcert: the Issuer issues, not Emitcert

Emitcert is a software platform that Issuers use to design, issue, sign, deliver and publish their own Certificates. Each Certificate is issued exclusively by the Issuer named on it, in its own name, on its own behalf and under its sole responsibility, and its text is signed with a cryptographic key belonging to that Issuer.

Emitcert does not issue, grant, award, confer, endorse, accredit, validate or certify any Certificate, course, programme, qualification, grade, honour, competence or achievement, and does not act as agent or representative of any Issuer. Emitcert is not an educational institution, an accreditation or certification body, a notary or a public authority.

Emitcert does not verify the legal existence, identity, authorisations, licences or accreditation of Issuers, the identity of Recipients, or the truthfulness, accuracy or completeness of the content of any Certificate. Issuing a Certificate through the Service confers on it no official, academic or legal recognition; any such recognition depends solely on the Issuer and on applicable law.

A verification page confirms only that a Certificate with that code was recorded through the Service in the account of the Issuer named on it, and shows its current status (valid, expired, withdrawn or replaced) according to what the Issuer has recorded. It is not a statement, guarantee or opinion of Emitcert about the content of the Certificate, the Issuer or the Recipient. Any enquiry or claim concerning the content of a Certificate, its validity, the studies or achievement it describes or its recognition must be addressed to the Issuer.

4. Obligations and warranties of the Issuer

The Issuer is solely responsible for every Certificate issued from its account and for all Issuer Content. The Issuer represents, warrants and undertakes that:

(a) it exists lawfully and holds every authorisation, licence or accreditation that applicable law requires to grant the Certificates it issues, and it does not claim any accreditation, recognition or affiliation that it does not have;

(b) each Certificate is truthful, accurate and complete, corresponds to studies, training, assessment or participation that actually took place, and is granted only to the person who earned it;

(c) it has a valid legal basis, and has given every notice and obtained every consent that applicable law requires, to enter Recipients’ personal data into the Service, to have the Service send them notices and to publish the information shown on their verification pages;

(d) it holds the rights to, or is authorised to use, every name, logo, crest, seal, image and signature it uploads, including the signatures of the people who sign its Certificates, and their use through the Service does not infringe the rights of any third party;

(e) it will promptly correct, withdraw or delete any Certificate that is erroneous, was granted improperly or must no longer stand, and it will attend to the enquiries and requests that Recipients and Verifiers address to it concerning its Certificates;

(f) it will keep its credentials and API keys confidential, give access only to Authorised Users and remain responsible for all activity carried out through its account, its Authorised Users and its API keys.

5. Prohibited uses

The Service may not be used, nor may its use be permitted, to:

(a) issue false, forged, misleading or unearned Certificates, or Certificates sold or granted without the training, assessment or participation they describe;

(b) impersonate any institution or person, or use the name, logo or signature of another organisation or person without authorisation;

(c) state or suggest that Emitcert issues, endorses, accredits or guarantees the Issuer’s Certificates;

(d) process personal data unlawfully, or send through the Service messages that are unsolicited, deceptive or unrelated to the Certificates granted;

(e) upload malicious code, unlawful content or content that infringes the rights of third parties;

(f) access the accounts or data of others, probe or circumvent security measures, rate limits or plan limits, or interfere with the operation of the Service;

(g) extract data from the Service by automated means other than the API as documented, or resell or sublicense access to the Service without our written agreement.

We may investigate any suspected breach of this section, take the measures provided for in section 10 and cooperate with competent authorities and with the persons and institutions affected.

6. Verification pages, Recipients and Verifiers

Each Certificate has a public verification page, reached through its code, its link or its QR code. The page shows the information recorded by the Issuer, including the Recipient’s name, and the Certificate’s current status. Anyone who holds the code or the link can open it. Verification pages do not display advertising and are marked so that search engines do not index them.

When a Certificate is withdrawn, replaced or deleted, its link indicates that the Certificate is no longer valid, so that copies already shared are not taken as valid; where it has been replaced, the page may indicate the Certificate that replaces it.

Recipients who wish to have a Certificate corrected, withdrawn or deleted, or to exercise their data protection rights, must contact the Issuer, which is the controller of their data. We may forward any such request we receive to the Issuer, and act on it directly where the law so requires.

Each Verifier decides, under its own responsibility, what weight to give a Certificate. Emitcert is not responsible for any decision on admission, employment, promotion or any other matter taken in reliance on a Certificate or a verification page.

7. Plans, fees and payment

The plans, allowances, fees and billing periods that apply to the Issuer are those agreed with it or shown in its client area at the time of contracting. Payments are processed by PayPal under its own terms; card and bank details are entered with PayPal, not with us.

Subscriptions renew automatically at the end of each billing period until they are cancelled. The Issuer may cancel at any time from its client area or by writing to us; cancellation takes effect as indicated in the client area.

Except where applicable law provides otherwise, amounts paid are not refundable. If a payment fails or is reversed, the paid features of the account may be suspended until the amount owed is settled. The Issuer bears any taxes, duties and banking or payment charges that apply to its payments.

We may change plans and fees for future billing periods. We will notify the Issuer before a change applies to it, and the Issuer may cancel before it takes effect.

8. Intellectual property and licences

The Issuer retains all rights in the Issuer Content. The Issuer grants Emitcert a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, render, sign, transmit and display the Issuer Content, solely to the extent necessary to provide the Service, including on verification pages, Certificate files and Open Badges credentials, for as long as the Issuer uses the Service and, for each Certificate, for as long as it remains in the Service.

Recipients may download, print and share their own Certificates.

The Service, its software, designs, templates, texts and trade marks belong to Emitcert or its licensors. Apart from the right to use the Service in accordance with these Terms, no right or licence is granted to you.

9. Third-party services

The Service relies on, or links to, services operated by third parties, such as PayPal for payments and LinkedIn for the “Add to LinkedIn” link offered to Recipients. Their use is governed by their own terms and privacy policies. Emitcert is not responsible for the content, availability or practices of those services.

10. Suspension and termination

We may suspend or restrict access to all or part of the Service, withhold or remove Issuer Content, or close an account if we have reasonable grounds to believe that these Terms or the law have been breached, that Certificates are false or misleading, or that the security of the Service or of other users is at risk; if a payment is overdue; or if a competent authority so requires. We will give prior notice where circumstances allow and, where appropriate, will inform the Issuer of the reasons and of how to respond.

The Issuer may stop using the Service at any time. Before doing so, it is responsible for downloading the data it needs; the Service allows Certificates to be downloaded as files and lists of Certificates to be exported.

Sections 3, 4, 6, 8 and 11 to 17 survive the termination of these Terms.

11. Disclaimer of warranties

The Service is provided “as is” and “as available”. To the maximum extent permitted by applicable law, Emitcert disclaims all warranties and conditions, express or implied, including those of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation.

Emitcert does not warrant that any Certificate will be accepted, recognised or valued by any institution, employer, authority or person, that the Service will meet the user’s requirements, or that data will never be lost. Maintenance, incidents and circumstances beyond our reasonable control may interrupt the Service. Each user is responsible for keeping its own copies of the data it needs.

12. Limitation of liability

To the maximum extent permitted by applicable law, neither Emitcert nor its operators, staff, contractors or suppliers shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, opportunity, goodwill, reputation or data, arising out of or in connection with the Service or these Terms, whatever the legal basis of the claim and even if advised of the possibility of such damages.

In particular, and with the same scope, Emitcert is not liable for: the content, truthfulness or validity of any Certificate; the acts or omissions of any Issuer, Authorised User, Recipient or Verifier; decisions taken in reliance on a Certificate or a verification page; the use of credentials or API keys by unauthorised persons, unless attributable to Emitcert; or the services of third parties.

Emitcert’s total aggregate liability arising out of or in connection with the Service or these Terms shall not exceed the amounts that the claimant paid Emitcert for the Service in the twelve (12) months preceding the event giving rise to the claim or, if it paid nothing, one hundred United States dollars (USD 100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct or gross negligence, or for death or personal injury caused by negligence, nor does it affect the mandatory rights of consumers.

13. Indemnification

The Issuer shall defend, indemnify and hold harmless Emitcert and its operators, staff, contractors and suppliers against any claim, demand, proceeding, penalty, damage, loss, cost or expense, including reasonable legal fees, brought by a third party or by a public authority and arising out of or in connection with the Certificates issued from its account, the Issuer Content, its processing of personal data, or its breach of these Terms or of the law.

14. Personal data

The Privacy Notice explains how Emitcert processes personal data. With regard to the personal data contained in the Issuer Content, including that of Recipients and of the people who sign Certificates, the Issuer is the controller and Emitcert processes the data as processor on the Issuer’s behalf.

As processor, Emitcert: (a) processes the data only to provide the Service and on the Issuer’s documented instructions, which are these Terms and the Issuer’s use of the Service, unless the law requires otherwise; (b) ensures that the persons authorised to process the data are bound by confidentiality; (c) applies appropriate technical and organisational security measures; (d) may engage sub-processors, such as hosting and e-mail delivery providers, subject to data protection obligations equivalent to these; (e) assists the Issuer, insofar as reasonably possible, in responding to requests from data subjects and in meeting its security obligations; (f) notifies the Issuer without undue delay after becoming aware of a personal data breach affecting its data; and (g) when the provision of the Service ends, deletes the data or makes them available for download, at the Issuer’s choice, unless the law requires them to be kept.

15. Changes to the Service and to these Terms

We may modify, suspend or discontinue features of the Service. We may also amend these Terms; the version in force is always the one published on this page, with its effective date. We will notify Issuers of material amendments by e-mail or through the Service before they take effect. Continued use of the Service after that date constitutes acceptance of the amended Terms; an Issuer that does not accept them must stop using the Service and may request the closure of its account.

16. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Honduras. Before bringing any claim, the parties shall attempt to settle the dispute amicably for thirty (30) days from its written notification. Failing that, the dispute shall be submitted to the competent courts of Tegucigalpa, Honduras, without prejudice to any mandatory rule that entitles a consumer to rely on the law or the courts of the place where they reside.

17. General provisions

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to exercise a right under these Terms does not constitute a waiver of it. The Issuer may not assign its rights or obligations under these Terms without our prior written consent; we may assign them in the event of a reorganisation or transfer of the Service.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control.

These Terms, the Privacy Notice and any order or written agreement entered into with the Issuer constitute the entire agreement concerning the Service; in case of conflict, a written agreement signed by both parties prevails over these Terms. These Terms are published in Spanish and in English; in case of discrepancy, the Spanish version prevails.

18. Contact

Questions about these Terms, legal notices and reports of misuse of the Service may be sent to security@emitcert.com. Issuers may also contact us from their client area.