Terms of Service

Effective date: May 27, 2026Last updated: May 27, 2026

These Terms of Service ("Terms") form a binding agreement between Management-Ware Solutions Inc. ("Certivant", "we", "us" or "our"), a corporation organised under the laws of Québec, Canada, and the legal entity that subscribes to or otherwise uses the Certivant identity-verification platform (the "Service") ("you", "your" or "Subscriber").

By accessing, creating an account on, or otherwise using the Service, you accept these Terms and represent that you have the authority to bind the legal entity on whose behalf you are acting. If you do not have that authority, or if you do not agree to these Terms, you must not use the Service.

The Service is intended for business use. Individuals using the Service on their own behalf (for example, to verify themselves as an "End User" at the request of one of our Subscribers) are not "Subscribers" under these Terms and should refer instead to ourPrivacy Policy.

1. Definitions

  • "Authorized User" — an employee, agent, contractor or other individual that the Subscriber permits to access and use the Service in accordance with these Terms.
  • "Customer Data" — any data, content, file, document, image or other material the Subscriber, an Authorized User or, on the Subscriber's instructions, an End User submits to or generates through the Service. This includes End-User Personal Data.
  • "Documentation" — the user manuals, technical documentation, developer reference, security overview and other materials Certivant makes available through the Service and its websites, as updated from time to time.
  • "End User" — a natural or legal person whose identity, attributes or business is being verified through the Service at the Subscriber's request.
  • "End-User Personal Data" — personal information about an End User that the Subscriber, the End User or our automated checks generate and submit to the Service.
  • "Order" — an order form, online subscription, written agreement or other ordering document that references these Terms and identifies the Service tier, features, fees, term and other commercial details applicable to the Subscriber's subscription.
  • "Service" — the Certivant identity-verification and "know-your-business" platform, including the hosted verification flows, dashboards, application-programming interface, webhooks, supporting documentation and any updates we may release.

2. The Service

Subject to the Subscriber's compliance with these Terms and payment of the applicable fees, Certivant grants the Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term solely for the Subscriber's internal business purposes.

We may update or modify the Service from time to time, including by adding, removing or modifying features. We will make reasonable efforts to give advance notice of changes that materially decrease functionality of the Service. We may also release beta, preview or experimental features identified as such; those features are provided as-is and may be modified or withdrawn at any time without notice.

3. Accounts and Authorized Users

To use the Service, the Subscriber must create an account and designate one or more Authorized Users. The Subscriber is responsible for:

  • Ensuring that all account-registration information is accurate, current and complete
  • Keeping account credentials confidential and not sharing them between individuals
  • Promptly notifying us of any unauthorised access to the account or suspected security incident
  • Configuring access controls (roles, permissions, multi-factor authentication) appropriate to the Subscriber's risk profile
  • All activities that take place under the Subscriber's account, whether or not authorised — including acts and omissions of Authorized Users and any third parties to whom the Subscriber grants access

The Subscriber must not permit any individual to use the Service who is on a denied-persons list maintained by any government, who is a competitor of Certivant accessing the Service for benchmarking or competitive-analysis purposes, or who would breach these Terms by accessing the Service.

4. Fees and payment

Fees for the Service are set out in the applicable Order or, for self-serve subscriptions, on the pricing pages of certivant.com at the time of subscription. Unless otherwise stated:

  • All fees are quoted in United States dollars (USD) and are exclusive of applicable taxes, which the Subscriber will pay in addition.
  • Fees are invoiced in advance, or charged automatically to the Subscriber's payment method on file, in accordance with the billing cadence on the applicable Order.
  • Pay-as-you-go or usage-based fees are calculated according to the Subscriber's actual usage and invoiced at the end of the relevant billing cycle.
  • Fees are non-refundable except where expressly stated in these Terms or required by applicable law.

Overdue amounts may accrue interest at the lower of one-and-a-half per cent (1.5%) per month or the maximum rate permitted by applicable law, and we may suspend the Service if any undisputed invoice remains unpaid for more than thirty (30) days after its due date. We will give written notice and a reasonable opportunity to cure before suspension where the law requires it. The Subscriber is responsible for our reasonable costs of collection, including legal fees.

We may change the fees for the Service from time to time upon at least thirty (30) days' written notice. New fees take effect at the start of the Subscriber's next renewal term.

5. Customer Data and our role

The Subscriber retains all right, title and interest in and to its Customer Data. The Subscriber grants Certivant a worldwide, non-exclusive, royalty-free, sub-licensable licence to host, store, process, transmit, display and use Customer Data solely:

  1. To provide, secure and improve the Service for the Subscriber
  2. To comply with the Subscriber's documented instructions, including those embodied in the Subscriber's configuration of the Service and its API requests
  3. To comply with applicable law and lawful process

5.1 End-User Personal Data

With respect to End-User Personal Data, Certivant acts as a service provider (also called a processor under the GDPR, agent under California law, and a service provider under Québec Law 25). The Subscriber is the controller (or "business" or analogous role) and bears the corresponding obligations under applicable privacy law, including:

  • Providing a lawful basis for the processing
  • Providing clear and accurate privacy disclosures to End Users
  • Obtaining valid consents where required, including (in most jurisdictions) explicit consent for the processing of biometric data used for unique identification of a natural person
  • Responding to End Users' data-protection rights requests, with our reasonable cooperation
  • Verifying that the Service is appropriate for the Subscriber's intended use and configuring it accordingly

Our processing of End-User Personal Data is further governed by the Certivant Data Processing Addendum ("DPA"), which is incorporated by reference into these Terms and is available at certivant.com/legal/data-processing-addendum or upon request to legal@certivant.com.

5.2 Usage data and anonymous data

We may collect and use usage data — aggregated and de-identified information about how the Service is used — to operate, monitor, secure and improve the Service. Usage data does not identify the Subscriber, Authorized Users or End Users. We may publish industry-level benchmarks, security research, and product improvements derived from such usage data.

6. Acceptable use

The Subscriber and its Authorized Users must use the Service in compliance with these Terms, the Documentation and applicable law. Without limiting the generality of the foregoing, the Subscriber must not:

  • Use the Service to verify an End User without a lawful basis and the disclosures required by applicable privacy law
  • Use the Service to engage in discrimination, harassment, or any decision that has a legal or similarly-significant effect on an End User, except where permitted by applicable law and with an appropriate human-review process
  • Use the Service to verify minors below the age at which they may lawfully consent to processing in their jurisdiction, except with the required parental or guardian consent
  • Resell the Service, white-label it, or otherwise grant third-party access without our prior written consent and the corresponding contractual terms
  • Reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law
  • Probe, scan, penetration-test or otherwise attempt to circumvent the security or rate-limiting controls of the Service without our prior written consent
  • Use the Service to develop or train any competing identity-verification, biometric or "know-your-customer" product
  • Upload or transmit through the Service any virus, worm, trojan horse, ransomware, time bomb or other harmful code
  • Use the Service in a manner that violates the rights of third parties, including intellectual-property rights, privacy rights, and publicity rights

We may, at our discretion and without liability to the Subscriber, suspend or terminate access to the Service if we reasonably believe the Subscriber, an Authorized User or an End User is engaged in any of the above prohibited activities, or if applicable law requires us to do so.

7. Intellectual-property rights

Certivant and its licensors own all right, title and interest in and to the Service, including all software, algorithms, models, user interfaces, designs, documentation and all related intellectual-property rights. Except for the limited rights expressly granted in these Terms, no rights are granted by implication, estoppel or otherwise.

The Subscriber retains all right, title and interest in and to Customer Data, subject to the licence granted in Section 5. If the Subscriber provides feedback, suggestions or ideas about the Service ("Feedback"), the Subscriber grants Certivant a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, sub-licensable licence to use that Feedback for any purpose without restriction or obligation to the Subscriber.

8. Confidentiality

Each party may disclose to the other, in the course of performing these Terms, information that is confidential or proprietary ("Confidential Information"). The receiving party will (i) use the disclosing party's Confidential Information only as necessary to perform these Terms, (ii) protect such information using the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and (iii) disclose it only to its personnel, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this section.

Confidential Information does not include information that (a) is or becomes generally known to the public without breach of these Terms, (b) was known to the receiving party before disclosure, (c) is received from a third party without restriction, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by law or court order, provided that, where lawfully permitted, it gives the disclosing party prompt prior notice and reasonable assistance in objecting to or limiting the disclosure.

9. Warranties and disclaimers

Each party represents and warrants that it has the legal authority to enter into and perform these Terms.

Certivant warrants that, during the subscription term, the Service will perform materially in accordance with the Documentation. The Subscriber's exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity, and, if we are unable to do so within a reasonable period, to terminate the affected subscription and refund any prepaid unused fees.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE". CERTIVANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

Certivant does not warrant that any verification decision produced by the Service is accurate, that any End User is or is not who they claim to be, that any document is or is not authentic, or that the Service will detect all fraud. The Service is a tool to assist the Subscriber's own risk-management decisions; final decisions about an End User remain the Subscriber's responsibility.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, or cost of substitute goods or services, even if it has been advised of the possibility of such damages.

Each party's total cumulative liability arising out of or related to these Terms — whether in contract, tort (including negligence), warranty or otherwise — is limited to the greater of (i) the fees paid or payable by the Subscriber to Certivant under these Terms in the twelve (12) months preceding the event giving rise to liability, and (ii) one thousand United States dollars (USD 1,000).

The limitations and exclusions in this Section 10 do not apply to (a) a party's payment obligations, (b) breaches of Sections 6 (Acceptable use) or 7 (Intellectual-property rights), (c) a party's indemnification obligations under Section 11, (d) a party's breach of its confidentiality obligations under Section 8, or (e) any liability that cannot be limited or excluded under applicable law.

11. Indemnification

11.1 By Certivant

Certivant will defend the Subscriber against any third-party claim alleging that the Service, when used in accordance with these Terms and the Documentation, infringes a third party's patent, copyright or trade-secret right, and will pay any damages finally awarded by a court of competent jurisdiction or paid in settlement of the claim. If the Service is or, in Certivant's reasonable opinion, is likely to become the subject of an infringement claim, Certivant may, at its option, (a) procure for the Subscriber the right to continue using the Service, (b) modify the Service to be non-infringing while preserving its material functionality, or (c) terminate the affected subscription and refund prepaid unused fees. This Section 11.1 states Certivant's entire liability, and the Subscriber's exclusive remedy, for any third-party infringement claim.

11.2 By the Subscriber

The Subscriber will defend Certivant against any third-party claim arising out of or related to (a) the Subscriber's, an Authorized User's or an End User's breach of these Terms, (b) the Subscriber's use of the Service in violation of applicable law, including privacy law, (c) Customer Data, including allegations that Customer Data infringes a third party's rights or violates applicable law, and (d) any decision the Subscriber makes about an End User on the basis of the Service. The Subscriber will pay any damages finally awarded against Certivant or paid in settlement of such a claim.

11.3 Conditions

Indemnification under this Section 11 is conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim (provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced), (b) giving the indemnifying party sole control of the defence and settlement (provided that the indemnifying party will not settle any claim that imposes a non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld), and (c) providing reasonable cooperation at the indemnifying party's expense.

12. Term and termination

These Terms take effect when the Subscriber accepts them or first uses the Service and continue for the subscription term set out in the applicable Order. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription automatically renews for additional terms of the same duration at the then-current pricing.

Either party may terminate these Terms for cause if the other party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice (or, for breaches that by their nature cannot be cured, immediately upon notice), or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

On termination or expiration of these Terms:

  • The Subscriber's right to access and use the Service ceases immediately.
  • The Subscriber must pay all undisputed amounts accrued through the effective termination date.
  • Each party will return or destroy the other party's Confidential Information in its possession, except (i) the Subscriber may retain copies as required by applicable law or its bona-fide records-retention policy, and (ii) Certivant may retain Customer Data for up to ninety (90) days in archival form to allow for export by the Subscriber and to comply with our retention obligations.
  • Sections 5 (to the extent of post-termination retention), 7, 8, 9 (the disclaimers only), 10, 11, 12 (to the extent of post-termination obligations), 13 and 14 survive termination.

The Subscriber may export Customer Data through the Service's export tools at any time before the end of the ninety (90)-day post-termination retention period.

13. Governing law and dispute resolution

These Terms are governed by, and construed in accordance with, the laws of the Province of Québec, Canada, and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Each party irrevocably agrees that the courts located in the District of Montréal, Province of Québec, Canada have exclusive jurisdiction over any dispute, controversy or claim arising out of or related to these Terms or the Service, and each party submits to the personal jurisdiction of those courts and waives any objection to venue.

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal discussions for a period of at least thirty (30) days following written notice of the dispute. This informal-resolution requirement does not prevent either party from seeking injunctive or equitable relief at any time to prevent or restrain a breach of these Terms.

14. General

  • Entire agreement — These Terms, together with any Order, DPA and other documents incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous agreements, communications or proposals.
  • Modifications — We may modify these Terms from time to time upon at least thirty (30) days' written notice. If a modification materially decreases the Subscriber's rights, the Subscriber may terminate the affected subscription before the modification takes effect for a pro-rata refund of prepaid unused fees. Continued use of the Service after the effective date constitutes acceptance of the modified Terms.
  • Assignment — Neither party may assign these Terms without the other party's prior written consent, which will not be unreasonably withheld, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
  • Notices — Notices to Certivant must be sent to legal@certivant.com, with a copy mailed to: Management-Ware Solutions Inc., Legal Department, Montréal, Québec, Canada. Notices to the Subscriber will be sent to the email address or postal address on file for the account.
  • Force majeure — Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disorder, labour disputes, government action, internet or telecommunications outages, and pandemics.
  • Independent contractors — The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment or franchise relationship.
  • No third-party beneficiaries — There are no third-party beneficiaries to these Terms. End Users are not parties to these Terms and have no rights or remedies under them.
  • Severability — If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be reformed to the extent necessary to make it enforceable while reflecting the parties' original intent.
  • Waiver — A party's failure to enforce any right under these Terms will not constitute a waiver of that right.
  • Language — The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que la présente entente et tous les documents y afférents soient rédigés en anglais.
  • Compliance with export controls and sanctions — The Service may be subject to export-control and sanctions laws. The Subscriber must comply with all such laws and must not export, re-export or use the Service in violation of them.

15. Contact

Management-Ware Solutions Inc.Legal Department — Certivant Montréal, Québec, Canada Email: legal@certivant.com