Terms of Service

WHO WE ARE

    1. Thank you for choosing us and for stopping by our website! We are “Certn” and provide data verification and background screening solutions. Certn Holdings Inc. (also referred to as “Certn”, “we,” “us,” or “our”) is a registered company with offices at 300-1006 Fort St, Victoria, British Columbia, Canada V8V 3K4. 
 

SCOPE OF THE TERMS OF USE

    1. These Terms of Use, together with any documents they expressly incorporate by reference (collectively the “Terms of Use” or the “Terms”), govern your access to and use of those web pages, features, content, platforms and Services that we own and operate online (hereinafter together referred to as the “Website”). 
    2. The Terms constitute the entire agreement (the “Agreement”) between you, on one side, and Certn or its Affiliate and Subsidiary companies (as defined below) on the other side, with regard to your use our Website.
    3. The Website includes all web pages and associated sites linked to www.certn.co, namely: https://www.certnlime.ca, https://www.certnlime.com, https://www.oneidv.com, https://www.mycrc.ca, https://www.policechecks.ca
    4. The Terms govern the relationship between Certn on the one hand and the users and visitors of our Website, including those that require registration of a username and login password (“Clients”), as well as those who browse without registration (Website Visitors) (together hereinafter referred to as “All Users”, “you”, “your”).
 

ACCEPTANCE OF THE TERMS OF USE

    1. Please be sure to read and understand the Terms of Use and our Privacy Policy prior to using our Website or any Services on our Platform.
    2. BY USING THE WEBSITE AND OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF USE INCLUDING THAT YOU ARE OF LEGAL AGE TO ENTER INTO BINDING CONTRACTS. YOU ARE ALSO AGREEING THAT YOU HAVE AUTHORITY TO AGREE TO THESE TERMS, WHETHER PERSONALLY OR ON BEHALF OF AN ENTITY YOU HAVE INCLUDED IN YOUR USER ACCOUNT REGISTRATION. IF YOU DO NOT AGREE, DO NOT USE OUR WEBSITE OR ITS SERVICES THERETO.


WEBSITE CONTENT

    1. The information available through our Website, including, without limitation, any text, design, logos, graphics, icons, images, user interfaces, video and audio clips, downloads, trademarks, codes, and software, as well as the structure, operation, and arrangement thereof (collectively, “Content”), is owned by us and is subjected to the provisions of the applicable intellectual property rights and unfair competition laws. 2.
    2. Except as expressly set out in these Terms of Use, no part of the Website and no Content may be copied, reproduced, republished, downloaded, uploaded, posted, publicly displayed, or distributed in any way to any other site, computer, mobile device, server, or other mode for publication or distribution or for any commercial enterprise, without Certn’s explicit prior written consent. 


CHANGES TO THE WEBSITE AND TERMS OF USE

    1. Certn reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use, at any time by posting the changes on the Website. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website, following the posting of changes, will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Certn grants you a personal, non-exclusive, non-transferable, limited license to enter and use the Website and its Platform.
    2. We reserve the right to amend the Content of the Website, and any of the Services we provide on the Website, in our sole discretion or when necessary for compliance purposes. 
    3. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.


ACCESSING AND USING OUR WEBSITE

    1. All Users shall use the Website exclusively for authorized and legal purposes, consistent with all Applicable Laws, regulations, and the rights of others. 
    2. You acknowledge that Certn shall be entitled to monitor, yet shall not have the obligation, nor the control to police the content of data transmitted from the use of our Website or our Services.  You shall be responsible for the content, accuracy, and nature of any such communications or transmissions on our Website (Acceptable Use). 
    3. You may browse the Website and view content without using our Services, but as a condition to using certain aspects of the Website and its Platform, you may be required to register and select a password and username (such credentials shall hereinafter together be referred to as “User ID”). By registering on our Website, you understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your User ID.
    4. Registered Clients agree and warrant to have the authority necessary to enter into this Agreement and to do all things necessary to procure the fulfillment of their obligations under these Terms. By registering or using our Services, Clients undertake:
        1. To maintain the confidentiality of their account, username, and password and for restricting access to their device/s. Your user name and password are personal to you. You are solely responsible for any and all activities (including but not limited to purchases) that are conducted through your account. 
        2. You agree not to transfer or resell your use of or access to the Website to any third party. We are not liable for any harm caused or related to the theft or misappropriation of your User ID, disclosure of your User ID, or your authorization of anyone else to use your User ID. You agree to notify Certn immediately of any unauthorized use of your User ID, or any other breach of security at support@certn.co.
        3. To use adequate systems and procedures to ensure that all Personal Data subject to the processed Transactions is kept confidential and secure, and is protected against unlawful intrusion, wrongful alteration, unauthorized disclosure, or access by any unauthorized parties. 
        4. Where applicable to provide for any necessary, required, or applicable licenses, consents, authorizations, disclosures, or other required documents or permissions for any transmitted data on our Website or associated with the utilization of our Services thereto.  
        5. To use the Services exclusively for authorized and legal purposes, consistent with the Applicable Laws, regulations, and the rights of others and to ensure that by using the Services, you will not violate any contract or other arrangement between yourself and any third party, or any applicable law or regulation.


PROHIBITED USE OF OUR WEBSITE

    1. All Users agree NOT to use our Website, nor the Services in order to:
        1. transmit data that is illegal, harmful, threatening, insulting, disturbing, injurious, obscene, defamatory, unacceptable from a racial or ethnic perspective;
        2. cause harm to children in any way;
        3. falsify or  manipulate the means of identification in order to obscure the origin of data transmitted through the Services;
        4. publish or otherwise transmit any Malicious Software or other computer codes, files or programs designed to interrupt, disrupt or restrict the operation of our Website, our computer Software, hardware, telecommunications equipment or to disrupt the normal transactions of other Website Visitors or Clients;
        5. Not to use any robot, spider, offline reader, site search, retrieval application or other manual or automatic device or process to retrieve, index, data mine or in any way reproduce or circumvent the structure or presentation of the Website, its Contents or any processed data;
        6. make any speculative, false or fraudulent background request orders. If we are reasonably of the opinion that such an order has been made, we shall be entitled to cancel such requests and inform the relevant Data Subject and the competent authorities;
        7. modify, adapt, sub-license, “frame”, “mirror”, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website or Services thereto; 
        8. perform any actions which would target testing the security or the vulnerability of our Website, our computer Software, hardware, and telecommunications equipment.


PROVISION OF SERVICES AND SERVICE AVAILABILITY

    1. Certn provides the Clients with the Services as set out on https://certn.co/solutions, https://certn.co/lime-ca/, https://certn.co/lime-us/, https://www.oneidv.com/ https://www.mycrc.ca/ and https://www.policechecks.ca/. 
    2. In consideration of our international reach, we may perform any or all of the Services contemplated by this Agreement directly or through our Subsidiaries or Affiliated companies as we shall determine. As used herein, the term “Subsidiary” shall mean any corporation or other business entity controlled directly or indirectly by Certn, and the term “Affiliate” shall mean and include any corporation or other business entity directly or indirectly controlling, controlled by or under common control with Certn.
    3. Subject to the Applicable Laws and the specificity of each Service, additional terms and requirements may apply to you or some of the Services. Where such specific or additional terms and requirements may apply to the requested Services for the jurisdictions we operate in, the provisions shall be communicated prior to processing your request. 
    4. Certn shall provide the information Services as requested and logged onto the Platform under the following conditions:
      1. When using the Services, you undertake to comply any Service specific terms, as well as all other conditions set by the international law, even if they are not explicitly mentioned in these Terms.
      2. By using the Services, you acknowledge that we collect data as well as consumer information from different sources, including, but without limitation, from databases maintained by public authorities and other consumer reporting agencies, governmental and non-governmental databases and repositories.  Such third-party agencies may include, but are not specifically limited to, credit bureaus, government agencies, police, news agencies, public court databases, social media, education institutions, previous employers. Such third-party agencies and information sourced from them, including any associated and applicable third-party terms thereto, are not maintained or controlled by us. As such, we cannot accept any liability or guarantee that the information provided from these sources is absolutely accurate, complete, up-to-date, error-free or comprehensive in breadth or depth.
      3. When using the Services, you acknowledge that Certn has no control over the contents the terms  and conditions for using data belonging to third-party institutions. Such terms and conditions may include, but shall not be limited to, credentialing requirements and procedures for granting access to credit reports or other Services, as may be required by credit bureaus or other third-party data suppliers. Any changes to such license terms shall be communicated to the Client without undue delay. Where such changes impact the Services you use, your continued access may be subjected to compliance to such pass-over third-party license terms.
      4. We may, from time to time and in our sole discretion, or due to regulatory requirements, issue new releases for the Software including, but not limited to, upgrades, new features, patches, enhancements, or fixes (“Upgrades”) which will be included in the Fees for using the Services and will be automatically available as of the release date. 
      5. You agree and acknowledge that our Services are not intended to be used as the sole basis for any business decision, nor to relieve you of any obligations you may have in complying with the Applicable Law.  
    1. Except as otherwise announced on our Website or exclusively communicated to Clients, background screening requests (“Transaction”) can be logged 24 hours a day, 7 days a week, 365 days per year. Clients will use the Services through the availability of the exposed data access functions of the relative Service (i.e.our web Platform) and within the bounds of the Permitted Purpose, to log, view and examine results for their Transactions. The standard service level criterion for availability or our Platform in accessing the Services is set at 99% and the standard service level performance threshold for processing Transactions is set at 98%. 
    2. Our Website and Platform may from time to time require upgrading, modification, maintenance or other work which may result in partial or complete non-availability of the Service. We will take all reasonable care to provide appropriate and timely notification to Clients for all scheduled maintenance. 
    3. Our Services are targeted to deliver and meet the Client’s real-time business processes. While we make commercially reasonable efforts to ensure continuous undisrupted availability of the Services, the time it takes to compile, and present various reports (“Turnaround Time”) varies between products and geographies. 
    4. Corporate Clients’ average Turnaround Times, support levels for committed Transactional volumes and associated service credit terms will be defined subject to a preliminary Service Level Agreement. Where no such commitment is made on behalf of the Client, the Services and support levels associated thereto shall be delivered on “as is” and “as available” basis and we shall not be held liable when failing to meet the service level performance threshold. As such, while we shall take all reasonable care to meet and exceed the standard service level performance threshold, we shall only grant any price adjustment or credit reflecting any potential value of any proven underperformance subject to our own evaluation and discretion. 
    5. The general target of our service level criterion does not apply to any unavailability, suspension or termination caused by: 
        1. factors outside our reasonable control such as, but not limited to failure in local access facilities, electric power or environmental control systems or third party downtime, as well as any Force Majeure event or Internet access or related problems beyond the demarcation point of the Platform gateway; 
        2. scheduled maintenance;
        3. improper use (including use otherwise than in accordance with these Terms) by the Client 
        4. any voluntary actions or inactions which result in service interruption by the Client, including, but not limited to the malfunction or failure of your equipment, telecommunications systems, hardware or software; 
        5. detected Malicious Software
        6. reported or investigated Data Breach or Personal Data Breach
        7. Services suspension subject to the conditions of these Terms.


REFUSAL OF TRANSACTION

    1. We reserve the right to refuse processing of a logged background screening  request at any time in the event that there is reasonable ground to believe that the  logged request constitutes a material breach to the Terms of Use, the processed data may be used for fraudulent purposes or fraudulent misrepresentation, or in an incompliant manner subject to the provisions of the Applicable Laws. Whilst we will use our reasonable endeavours to process all logged background screening requests, we will not be liable to you or any other third party by reason of our withdrawing or refusal to process any background screening request from our Platform.


REGULATORY COMPLIANCE, NO LEGAL OR OTHER PROFESSIONAL ADVICE GIVEN

    1. Each Party (Certn, its Affiliate and Subsidiary companies on one side and All Users on the other side) certifies that it shall at times remain responsible for its compliance with any Applicable Laws and that it shall perform its obligations under these Terms in accordance with all Applicable Laws. 
    2. Each Party will cooperate and share information with the other as reasonably necessary from time to time to ensure that both parties discharge their regulatory obligations, and in order to help achieve positive consumer outcomes. 
    3. Where the delivery of the Services incurs the processing and transfer of Personal Data outside of Canada, the Parties hereby agree and commit to comply with the applicable national and international regulatory requirements (“Data Protection Legislation”) such as but not limited to Standard Contractual Clauses. The Parties also agree to take account of any guidance issued by the Privacy Commissioner of Canada and/or any other relevant central governmental body. Subject to any statutory changes, Certn will be entitled to amend the Agreement for the purposes of ensuring regulatory compliance on national or international level, whereby this applies to the provided Services.   
    4. The Client certifies that it is legally permitted to request, obtain, use, or distribute the Personal Data subject to the delivery of our Services, and that it shall not use such data in any manner that violates the Applicable Laws. 
    5. By using our Website and its Services thereto, you agree and acknowledge that we do not act in a capacity of a legal counsel and does not provide legal advice.  As such, any provided information, template consent forms, notices, or other similar documents, delivered through information bulletins or communicated as examples, are not created as, nor are they intended to be used as employment, tenant/rental or other application form. Such template documents or communicated information for industry practices is made available for information purposes only.  Certn makes no assurances regarding the accuracy, completeness, or utility of such information, templates, and forms. It is your own obligation to keep up with and comply with the evolving local and international requirements related to the use of our Services and the processing of the Personal Data of in the submitted Transactions. You shall take all reasonable care to understand how the Applicable Laws pertain to the specific purpose and the relative data processing terms associated with it. The final form and content of any such forms used by yourself, or any Data Subject you represent, is your sole responsibility and Certn cannot be held responsible or liable for the used forms or their content. You should consult your own legal counsel regarding your legal obligations, rights and the sufficiency of any form used when utilizing our Services. 

PRICING, PAYMENT AND CURRENCY

    1. Clients commit to pay all Transaction Fees without deduction of any nature.  
    2. As part of submitting your billing information, your agree to provide us with updated, accurate and complete billing information and hereby agree and authorize Certn (either directly or through our Affiliates and Subsidiaries) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from your designated banking account,  and to make any inquiries that we may consider necessary to validate your account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company or banking account (such as updated expiry date or card number as may be provided to use by your credit card company). 
    3. The due Fees do not include bank fees, transfer fees, turnover tax (if applicable), nor any other applicable taxes, duties, or similar fees. Such taxes shall be payable on the same payment terms as applied to the Fees to which the taxes relate.
    4. Except as otherwise agreed or provided on our Platform, all monetary amounts referred to the provision of our Services are in CAD (Canadian Dollars).
    5. By placing your Transaction request, you authorize us to transmit information or to obtain information about you from third parties from time to time and this may include verification checks involving your debit or credit card number or credit reports in order to authenticate your identity; to validate your credit card; to obtain an initial credit card authorization; to protect you and us from fraud. 
    6. If you choose to pay for your Transaction request using a payment card with a currency denominated account that is different from the currency you are paying in, your payment card will be charged in the payment currency at the foreign exchange rate applied by your relevant payment card provider or bank at the time of processing your request. Your international payment card provider or bank will determine the foreign exchange rate and may add an additional processing or administration charge which you will be liable to pay. 
    7. Where the Services are provided on a subscription basis, payments shall be made into our nominated bank account as specified on the invoices within 30 calendar days after the date of the relevant invoice.
    8. Unless otherwise agreed, corporate Clients with subscriptions will be invoiced monthly in arrears based on usage.
    9. Where the Client has set a Transactional commitment, the Fees will be calculated and invoiced in accordance with the terms of the Order Form, and may be charged in advance, in arrears, as per specified payment timetable or a combination of all. Apart from any sums which are stated in the Order Form such as, but not limited to professional and support Fees, all sums payable to Certn will be invoiced monthly in arrears. If Transactional usage of the Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees, the Client shall be invoiced for such excess usage and owe any such additional fees in the manner provided herein, and at the price set forth in the Order Form. 
    10. If the Client commits to a preferential pricing with a minimum Fee over any particular period, and the fee remains partially or fully unused in that period, Certn shall be entitled to invoice for the difference between the relevant fees actually payable in respect of that period and such minimum Fee. Any such amount shall be payable to Certn as a debt. 
    11. Certn reserves the right to change the Transactional Fees and to institute new charges subject to any changes in regulatory charges, or periodically thereafter upon reasonable prior notice to the Client. 
    12. Fees and charges payable for using our Services may be subject to additional change and annual CPI indexation. 
    13. Any late payments will trigger a fee of 2.00% per month on the amount still owing or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. 
    14. We shall be entitled, at own discretion, to suspend the provision of the Services in the event of late payments. 


TERM AND TERMINATION

    1. This Agreement will remain in full force and effect as long as you are a Client and in the event of termination, you will still be bound by your obligations under its provisions thereto, including any indemnifications, warranties and limitations of liability.
    2. Termination of this Agreement will not relieve either Party from due performance of all obligations which matured prior to the date of such termination.
    3. Where the Services are provided on a subscription basis: the Term of the Agreement shall be the Term as specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form;
        1. either Party shall be entitled to terminate this Agreement by giving the minimum notice period specified in the Order Form to the other Party or at least a 30-days’ notice where no Order Form has been signed;
        2. either Party may terminate the Agreement, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
    4. The Client may terminate the usage of our Service by cancelling the Services and/or deleting the User ID, whereby such termination shall not derogate from Client’s obligation to pay applicable Transactional Fees. 
    5. Upon termination:
        1. Certn’s obligation to provide the Services will end on the date of the expiry in the notice; 
        2. termination of this Agreement will not relieve Client from any obligation to pay Certn any amount contracted prior to the termination date;
        3. unless otherwise stipulated, the termination of this Agreement shall effect in immediate termination of any granted License;
        4. the Parties shall each promptly return the Confidential Information of the other Party to its owner; 
        5. the Client shall cease using the Services, return any provided materials, destroy, and remove from all computers, hard drives, networks, devices and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Client’s possession, and shall certify to the Supplier that such actions have occurred;
        6. the termination of using our Services shall not impact the survival of the provisions related to our Fees, the Limits of Liability, IPRs, Data Protection, Confidentiality, Security, Disclaimer of Warranty, Indemnification terms and Governing Law.

ASSIGNMENT

      1. The Client shall not assign or delegate any right, interest, or obligation under this Agreement without first obtaining Certn’s written consent. No assignment, delegation or subcontract by the Client shall relieve the Client from its obligations and liabilities under this Agreement. Any attempted assignment or delegation in contravention of this prohibition shall be void and shall constitute a default under these Terms.
      2. Certn may assign its rights hereunder if the assignee acknowledges in writing the Client’s rights hereunder and agrees to assume and honor all our obligations hereunder.


SECURITY

      1. Each Party commits to use all reasonable endeavors and the most up-to-date antivirus definitions available from an industry-accepted antivirus software seller to minimize the impact of Malicious Software.
      2. Certn shall be entitled to set and require the Client to maintain a particular level of security at all times when utilizing the Services. At a minimum, the Client’s safeguards for the protection of processed Personal Data shall include: (i) limiting access to processed Personal Data; (ii) securing business facilities, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; (iii) implementing network, device application, database and platform security; (iv) securing information transmission, storage and disposal; (v) implementing authentication and access controls within media, applications, operating systems and equipment; (vi) encrypting Personal Data processed or stored on any mobile media; (vii) providing appropriate privacy and information security training to its employees.
      3. In the event of any breach or attempted breach of security, either Party shall take reasonable steps to prevent a recurrence thereof and to mitigate the effects of such breach.
      4. Certn shall be entitled to fully investigate such breach and the Client shall give Certn its full cooperation with such investigation or audit.
      5. The Client shall be liable for Transactional Fees and other incurred costs arising out of the use by any person of the Services including the use of the Services arising from a security breach.


CONFIDENTIALITY

    1. Neither party (“Receiving Party”) shall, during the existence of this Agreement or at any time after this Agreement is terminated, use, divulge, disclose, exploit, permit the use of, or in any manner whatsoever use the other party’s (“Disclosing Party”) Confidential Information or disclose the existence or contents of this Agreement to any person or third-party other than as provided or contemplated in this Agreement. Confidential Information means information of a confidential or proprietary nature, including but without limitation, trade secrets, information of commercial value, preferential pricing, software, source code and underlying technical or business information which relates to the Disclosing Party pursuant to this Agreement.
    2. Confidential Information shall not include information that:
        1.  was previously known to the Receiving Party free of any obligation to keep it confidential; or
        2. is or becomes publicly available by any means or medium other than unauthorized disclosure; or
        3. is independently developed by the Receiving Party; or
        4. is disclosed to third parties by the Disclosing Party without restriction;
        5. is received from a third party whose disclosure would not violate any confidentiality obligation; or
        6. is required to be disclosed by applicable law or by a subpoena or other order of a court of competent jurisdiction;
        7. is input into the our Website’s Software by the Client.

DATA PROTECTION

    1. We take all necessary measures for protection of Personal Data in accordance with the requirements of the Data Protection Legislation. Our Privacy Policy applies to use of this Website, and its terms are made a part of these Terms of Use by this reference. You can review our published Privacy Policy on the Website.
    2. By registering on our website to use the Platform, you agree to the processing of such information and details you have provided us with when completing the registration form and acknowledge that such information shall be maintained accurate and complete throughout the duration of this Agreement. 

INTELLECTUAL PROPERTY

    1. Certn or its third-party licensors (where applicable) own all Intellectual Property Rights (IPRs) embodied on the Website and subject to the provision of the Services. 
    2. No user will acquire any right, title, or interest in or to Certn’s IPRs or licensors. 
    3. Where subject to the provision of the Services, Certn shall grant the Client a limited non-exclusive, royalty-free license (the “License)” to use the specific IPRs in compliance with the Permitted Purpose and Acceptable Use of utilizing Certn’s Services for the duration of this Agreement. The Client shall not be entitled to create any derivative works from Certn’s IPRs. 
    4. All other IPRs owned by either party shall remain sole and exclusive property of that Party. Any IPRs developed by any Client during the course and within the scope of this Agreement shall vest in and be owned by Certn and the Client shall acquire no rights in to such IPRs.
    5. If we believe that the you have violated or attempted to violate any condition or the spirit of this Agreement, related to the use of the afforded License, usage may be temporarily or permanently revoked, with immediate effect and following a notice. 

INDEMNIFICATION

    1. You agree to defend, indemnify and hold harmless Certn, its Affiliates, Subsidiaries licensors and data providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to any use of the Website’s Content, Services, or your use of any information obtained from the Website. 

DISCLAIMER OF WARRANTY

    1. YOUR USE OF THE WEBSITE, ITS CONTENTS, OR ITS SERVICES ACCESSIBLE THROUGH THE PLATFORM IS AT YOUR SOLE RISK.  YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY LINKED SITES THERETO. ALL INFORMATION PROVIDED ON THE WEBSITE AND ON THE PLATFORM IS SUBJECT TO CHANGE WITHOUT NOTICE. CERTN AND OUR AFFILIATES AND SUBSIDIARY COMPANIES DO NOT PROMISE THAT THE WEBSITE OR ANY CONTENT, SERVICE OR FEATURE OF THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT YOUR USE OF THE WEBSITE WILL PROVIDE SPECIFIC RESULTS. THE WEBSITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. CERTN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CERTN DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE AND/OR ANY OF CERTN’S SERVICES. 

LIMITS OF LIABILITY

    1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, CERTN ITS AFFILIATES AND SUBSIDIARY COMPANIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE OF WHATSOEVER NATURE SUFFERED BY THE CLIENT AS A RESULT OF OR WHICH MAY BE ATTRIBUTABLE TO: (I) ANY BREACH BY THE CLIENT OR THE DATA SUBJECT OF ITS OBLIGATIONS AS SET OUT IN THIS AGREEMENT OR OTHER APPLICABLE LAWS, (II) THE INTENTIONAL OR NEGLIGENT ACTS OR OMISSIONS OF THE CLIENT, ITS EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES; (III) THE DOWNTIME OF ANY TELECOMMUNICATIONS LINE AND/OR INFRASTRUCTURE AND/OR FACILITIES OF PUBLIC AND/OR PRIVATE INSTITUTIONS WHICH ARE DIRECTLY RELATED TO THE UNINTERRUPTED SOURCING OF CERTN’S REPORTS AND THE PROVISION OF SERVICES, (IV) ANY INACCURACIES, ERRORS OR OMISSIONS OF THE WEBSITE CONTENT OR (V) EVENTS BEYOND OUR REASONABLE CONTROL.
    2. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR CONTENT OR ANY LINKED WEBSITE IS TO STOP USING THE WEBSITE, CONTENT, OR LINKED WEBSITE, AS APPLICABLE. IN NO EVENT SHALL WE OR OUR OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS, SUPPLIERS, SPONSORS, OR CONTENT PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, THE CONTENT, THE USER CONTENT OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
    3. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY THE APPLICABLE LAW. CERTN’S LIABILITY FOR DAMAGES INCURRED IN CONNECTION WITH THE SERVICES UNDER THIS AGREEMENT, INCLUDING AS A RESULT OF NEGLIGENCE ON THE PART OF CERTN, SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT TO CERTN FOR THE PARTICULAR SERVICE GIVING RISE TO SUCH DAMAGES.

WRITTEN COMMUNICATIONS AND NOTICES

    1. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. 
    2. All notices, requests or other communication required or permitted under this Agreement, shall be sufficiently given if delivered in person or sent by facsimile, via registered mail, or via evidenced delivery of email and addressed to the recipient party using the contact details as set out in the Oder Form or in the registration form.

FEEDBACK

    1. Any feedback you provide at this Website shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis.


GOVERNING LAW AND JURISDICTION

    1. The use of our Website, its Platform and our Services shall be governed by and construed in accordance with the laws of the the Province of British Columbia, Canada, without regard to its provisions relating to conflicts of law. You agree that any legal action or proceeding between you and us for any purpose concerning these Terms or the obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in British Columbia, Canada. 

GENERAL PROVISIONS AND INTERPRETATIONS

    1. The Parties acknowledge that they have required this Agreement and all related documents to be prepared in English only.  Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s’y rattachent soient rédigés uniquement en langue anglaise.
    2. In the event that any of the provisions of these Terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
    3. This Agreement does not create any relationship of association, partnership, joint venture or agency between the Parties.  Neither Party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other Party.
    4. If the context allows, any words in the singular also include the plural meaning and the other way round. Words in the masculine mean and include the feminine and vice versa. 
    5. Headings are included in these Terms for ease of reference only and will not affect the interpretation or construction of this Agreement.
    6. Definitions. Capitalized terms herein used but not defined herein shall have the meanings set forth in the Agreement:

Defined term

Meaning

Applicable Law/s

All legislation, regulations, and other rules which relate and are applicable to the provision or use of the Services under this Agreement

Data Breach

an incident where information is stolen or taken from a system without the knowledge or authorization of the system’s owner

Data Protection Legislation

All legislation relating to data protection and privacy relevant and applicable to the procurement of our Services

Data Subject

any individual person who can be identified, directly or indirectly, via an identifier such as a name and or an ID number, and whose Personal Data is collected by the Client for the purposes of verifying their background or credentials. Where applicable, the term “Data Subject” shall mean and replace the term “Consumer”, as defined by the provisions of the US Fair Credit Reporting Act and the California Consumer Privacy Act.

Fees

the monetary value for each individual Transaction when the Client pays for the Services on the go, or the total monetary value for all the Transactions based on usage as or as set out in an Order Form

Force Majeure

means an event or circumstance entirely beyond our control, including a natural disaster, systems breakdown, or other event which impacts the ability of the Certn to provide Services hereunder in compliance with Applicable Laws and this Agreement.  

IPRs

Intellectual Property Rights are:

● copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, trade marks, service marks, rights in internet domain names and website addresses and other rights in trade names, designs, know-how, trade secrets and other rights in Confidential Information

● applications for registration, and the right to apply for registration, for any of the rights listed that are capable of being registered in any country or jurisdiction 

● all other rights having equivalent or similar effect in any country or jurisdiction

Malicious Software 

Any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence.

Order Form

The committed and agreed order on behalf of the Client for using our Services. Such Order Form will list, at the least, the Service ordered, the associated volumes and the Fees.

Permitted Purpose

the use of the Supplier’s Services, as regulated under the Applicable Laws, for the Client’s business and data verification purposes as defined and set out in the Data Subject’s consent and within the scope of this Agreement. Such Permitted Purpose for the use of the Services shall include, but shall not be limited to:

  • legitimate business needs as set out by the Applicable Law and where processing is necessary for the performance of a contract or a transaction to which the Data Subject is party or in order to take steps at the request of the data subject prior to entering into a contract;
  • employment purposes: where the Client requires data verification Services to evaluate individuals for employment, promotion, reassignment, or retention as an employee;
  • tenancy purposes: where the Client requires data verification Services to evaluate individuals’ rental application/s  

Personal Data

The personal data supplied directly by the Data Subject indirectly through the Client, subject to the definition of the applicable Data Protection Legislation 

Personal Data Breach 

Unless strictly defined by the applicable Data Protection Legislation, Personal Data Breach shall mean a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.

Platform

the cloud platform hosted by Certn, its Affiliate or Subsidiary companies and made available to the registered Client for accessing and using our Services

Services

The cloud services provided via our website Platform or as specified in the Order Form and all other services supplied by Certn to the Client under or in connection with this Agreement

Software

Software owned by Certn which is or will be used  by the Client for the  delivery of the Services.

Transaction

a logged request for a Service onto our Platform

These Terms of Use were updated on February 3rd, 2021.

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