Terms of Service

These Terms govern your access to and use of the Certivo Services. By accessing the Services you agree to these Terms. If you use the Services on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

Customer is the organisation that contracts for the Services. End User is an individual whose data is submitted for verification or screening. Services means the Certivo platform, APIs and related tools. Sandbox is the simulated evaluation environment. Order Form is the document recording the subscription, plan and fees. Documentation is our published technical and product guidance.

We make the Services available in accordance with these Terms, the Documentation and any Order Form. Sandbox results are simulated, deterministic test data and must not be relied upon for real onboarding, screening or compliance decisions. Production behaviour and availability are governed by your Order Form and applicable service levels.

You are responsible for maintaining the confidentiality of your credentials and API keys, for all activity under your account, and for configuring appropriate roles and access. You must notify us promptly of any suspected unauthorised use and use reasonable measures to secure your own systems and integrations.

Your use of the Services must comply with our Acceptable Use Policy, which is incorporated into these Terms. Prohibited activities include unlawful use, security circumvention, scraping outside documented APIs, and reliance on sandbox results for real decisions.

As between the parties, you retain all rights in the data you submit, and you grant Certivo a limited licence to process it solely to provide the Services and as instructed under the Data Processing Addendum. Certivo retains all rights in the Services, software and Documentation. If you provide feedback, you grant Certivo a perpetual, royalty-free licence to use it to improve the Services.

Fees, billing frequency and any usage-based charges are set out in your Order Form. Unless stated otherwise, fees are exclusive of taxes, which you are responsible for. Late or unpaid amounts may result in suspension in accordance with these Terms.

The Services rely on third-party providers (for example identity, screening, KYB and email providers) engaged as sub-processors. Our current sub-processors are listed on our Sub-processors page. We remain responsible for their performance of the tasks we delegate to them.

The Sandbox and any evaluation access are provided "as is" and "as available", without warranties of any kind. Production Services are provided under the warranties and service levels stated in your Order Form. To the maximum extent permitted by law, we disclaim all other warranties, express or implied.

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited. Subject to that, to the maximum extent permitted by law neither party is liable for loss of profits, revenue, business, goodwill, anticipated savings, or any indirect or consequential loss, and each party's total aggregate liability arising out of or in connection with these Terms is limited to the amount stated in the Order Form or, absent a stated cap, the fees paid or payable by the Customer in the twelve months preceding the event giving rise to the claim.

The Customer will indemnify Certivo against losses, liabilities and reasonable costs arising from the Customer's breach of the Acceptable Use Policy, its unlawful use of the Services, or its submission of data without a valid lawful basis or the rights necessary to submit it. Certivo will indemnify the Customer against third-party claims that the Services, used in accordance with these Terms, infringe that third party's intellectual-property rights, subject to the liability limits in section 10.

These Terms apply for the duration set out in your Order Form. We may suspend access, in whole or in part, to address a material security risk, unlawful use, or non-payment that remains uncured after reasonable notice, and will restore access once the cause is resolved. Either party may terminate for the other's material, uncured breach. On termination or expiry, access ceases and, at your choice, we delete or return personal data in line with the DPA, subject to legal retention requirements. Clauses intended to survive termination (including fees accrued, confidentiality, liability and governing law) continue in force.

Each party will protect the other's confidential information with reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound by comparable obligations. This does not apply to information that is or becomes public through no breach, was lawfully known before disclosure, or is required to be disclosed by law or a competent authority (with notice where lawful).

We may update the Services and these Terms to reflect product, legal or security changes. Material changes to these Terms will be signposted with reasonable notice; continued use after the effective date constitutes acceptance. We will not make changes that materially reduce the core functionality of a paid subscription during its committed term without your agreement.

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, failure of utilities or telecommunications, and failure of upstream infrastructure or third-party providers. The affected party will use reasonable efforts to mitigate the effect and resume performance.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by, and construed in accordance with, the laws of the Republic of Cyprus. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Cyprus, save that either party may first pursue the informal dispute-resolution route in our Complaints & Dispute Resolution process. Legal notices to Certivo must be in writing and sent to legal@certivo.uk (with a copy to the registered office once confirmed); notices to you are sent to the contact on your account.

These Terms, together with the Order Form, the DPA, the Acceptable Use Policy and any policies they incorporate, form the entire agreement between the parties and supersede prior discussions. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce a right is not a waiver of it. You may not assign or transfer these Terms without our consent; we may assign to an affiliate or successor in connection with a reorganisation or sale of the business. Except as expressly stated, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.