EITCI Certification Affiliate Agreement Terms and Conditions
These terms and conditions apply to affiliates cooperating under the herein set forth Certification Affiliate Agreement with the European Information Technologies Certification Institute ASBL, Avenue des Saisons 100-102, bte 30, 1050 Brussels, Belgium, hereinafter referred to as EITCI. These terms and conditions constitute the EITCI Certification Affiliate Agreement, i.e. a binding legal agreement between the EITCI Affiliate and EITCI. EITCI Affiliate Agreement Terms and Conditions were last updated on 25th April 2020.
1.1. "Certification(s)" means any in the set of professional certification programmes offered by EITCI.
1.2. "Programme(s)" or "EITCI Certification Programme(s)" mean the Certification programmes offered by EITCI (hereinafter also referred to as Certification Programmes).
1.3. "EITCI Affiliate" means EITCI Certification Affiliate, i.e. an affiliated individual person, party, or company which is signing this agreement (hereinafter also referred to as Affiliate) who/which has successfully met and continues to meet all the requirements as set forth in this agreement.
1.4. "EITCI Affiliate Region" means a geographical region to which validity of a granted EITCI Affiliate status is limited to (and the only region in which the Certification Affiliate is permitted to disseminate the EITCI Certification Programmes with commissions under the terms and conditions of this agreement).
1.5. “Certification Price” means the EITCI Certification Programmes price defined by the EITCI Institute, at which the EITCI Certification Programmes are sold.
1.6. “Gross Amount” means the amount actually received by EITCI Institute upon selling of the EITCI Certification Programmes.
1.7. “Net Amount” means Gross Amount, diminished by the applicable taxes, reductions, discounts, subsidies and any other amounts paid by EITCI in commissions and/or in advertising of the EITCI Certification Programmes to invoke their sales.
1.8. “Affiliate Revenue” means the EITCI Affiliate’s commission for dissemination of EITCI Certification Programmes equal to 40% of the Net Amount for any sales in EITCI Affiliate Region and in scope of defined subsets EITCI Certification Programmes objectively identified to result from dissemination actions by the EITCI Affiliate (with identification primarily based on URL referal parameters) less any refunds to third parties paid by EITCI.
1.9. “EITCA Academy” is a programme for commercialization of the EITC and EITCA Certifications constituting EITCI Certification Programmes. It is available on-line at https://eitca.org.
2. EITCI Affiliate's status and responsibilities
This Agreement is accepted by the EITCI Affiliate that commits to follow herein described terms and conditions in order to obtain and uphold the EITCI Affiliate status.
2.1. Identification of the EITCI Affiliate
The EITCI Affiliate's identifying data is registered by EITCI on a separate form. EITCI Affiliate ID is also granted separately and communicated to the EITCI Affiliate.
2.2. EITCI Affiliate's status granting and revocation
The status of the EITCI Affiliate is granted on a sole discretion of EITCI (the EITCI Affiliate accepted status and EITCI Affiliate ID is issued by EITCI under terms and conditions of this Agreement) and can be revoked at no specific reason on a sole discretion of EITCI at any time. In the case of EITCI Affiliate's status revocation the EITCI Affiliate must cease all activities in regard to dissemination of the EITCI Certification Programmes and cease informing of his EITCI Affiliate status which does not apply anymore. The revocation of the EITCI Affiliate status is communicated by EITCI by electronic means (e.g. by email correspondence) and is effective instantly. Beyond the fully independent decission of EITCI to revoke EITCI Affiliate's status at no specific reason, the revocation will also take place in case of any breach of the EITCI Affiliate Agreement terms and conditions (in the latter case of the terms and conditions breach the EITCI Affiliate status revocation takes place automatically at the moment of the terms and conditions breach and does not have to be communicated to the EITCI Affiliate to be effective).
2.3. EITCI Affiliate's guidelines following and the highest standards of conduct
EITCI Affiliate must follow all EITCI communicated guidelines in his EITCI Certification Programmes disseminating activities under EITCI Affiliate commissions and uphold highest standards of conduct. In case of the EITCI decission that EITCI Affiliate does not follow the guidelines and/or does not uphold sufficient standard of conduct EITCI will revoke the EITCI Affiliate's status.
2.4. EITCI Affiliate is responsible to properly disseminate EITCI Certification Programmes generating sales under commissions limited to EITCI Affiliate Region and possibly narrowed down in terms of subsets of the EITCI Certification Programmes.
2.5. EITCI Affiliate also takes responsibility for his/her EITCI Certification Programmes dissemination actions not to infringe or misappropriate any intellectual property rights of any third parties. EITCI Affiliate also warrants to have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to properly disseminate EITC Certification Programmes.
2.6 .EITCI Affiliate additionally warrants that his/her dissemination actions will not include any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information, as well as not any malicious software content and generally any illegal content (including solicitation) of any kind. In case of such inclusions into the dissemination activity the EITCI Affiliate will be solely responsible for this situation and his EITCI Affiliate status will be automatically revoked without notice at the moment of breach of this agreement's terms and conditions.
2.7. EITCI Affiliate also warrants that his/her EITCI Certification Programmes dissemination actions will not raise any obligations from EITCI to any third parties and in case if such obligations are raised in due of EITCI Affiliate's dissemination actions they will be sole responsibility of the EITCI Affiliate (including e.g. but not limited to the obligation of royalties payment for any graphical or musical works used within the EITCI Affiliate's dissemination actions).
2.8. EITCI Affiliate also warrants to act at no harm and at no detriment and at no defamation to EITCI, protecting its reputation, good name and its mission in dissemination of the EITCI Certification Programmes to support development of digital society internationally, briding the digital skills gap and countering digital exclusion. EITCI Affiliate may be legally prosecuted for caused demages if acting on harm of EITCI while representing herself/himself as the EITCI Affiliate.
3. Term and termination
The term of this Agreement validity is 5 years since date of its signing which is specified separately on submission of a corresponding EITCI Affiliate registration form (this is also the term of the EITCI Affiliate status validity, after which it ceases to hold and requires reassumption in communication with EITCI).
3.2. Termination for convenience
Either EITCI Affiliate or EITCI may terminate this Agreement at any time, with or without cause, upon a written notice (including electronic communication) to the other, with an instant effect of EITCI Affiliate status revocation.
3.3. Termination by EITCI
EITCI may, in its sole discretion, terminate this Agreement at any time revoking the status of the EITCI Affiliate.
3.4. Effect of termination and/or EITCI Affiliate status recovation
Upon the termination of this Agreement and/or EITCI Affiliate status recovation, the EITCI Affiliate shall immediately cease to represent himself as EITCI Affiliate and immediately cease all his activities in relation to dissemination of EITCI Certification Programmes.
4. Limitation and liability
EITCI does not take any responsibility for the EITCI Affiliate actions. In no event shall EITCI be liable for any indirect, special, incidental, consequential damages, including lost profits, of any kind regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if EITCI has been advised of the possibility of such damages. This limitation will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. The EITCI Affiliate is solely accountable for his actions on a legal basis. EITCI Affiliate may not assign any rights, licenses or obligations received under this Agreement to anyone. Any attempted assignment in violation of this Agreement shall be null and void and without effect.
5. Commissions for sales of EITCI Certification Programmes by EITCI Affiliate
5.1. EITCI Certification Programmes prices are defined by EITCI and are referenced on EITCA Academy website at https://eitca.org.
5.2. For international implementation of the EITCA Academy with on-line sales occurring in Belgium both EITC and EITCA net price is the same as gross price, due to applicable tax exemption, but only upon legal availability of the tax exemption and subject to change conforming the relevant tax legal regulations changes. In national editions of the EITCA Academy net price is the gross price reduced by the applicable taxes.
5.3. For any sales in EITCI Affiliate Region and in scope of EITCI Affiliate defined subsets of EITCI Certification Programmes objectively identified to result from dissemination actions by the EITCI Affiliate (with identification primarily based on URL referal parameters) less any refunds to third parties EITCI will pay a commission to EITCI Affiliate equal to 40% of the Net Amount paid to EITCI by the participants of the EITCI Certification Programmes.
5.4. The EITCI Affiliate's commission is equal to 40% of the Net Amount paid to EITCI in due of purchases of relevant EITCI Certification Programmes under provission of the point 5.3. less any applicable deductions such as refunds for EITCI Certifications Programme (this is a standard revenue share, making Affiliate Revenue). The commissions will be granted by means of identification of the EITCI Affiliate by his/her affiliate ID placed in affiliate links which are leads for the participants making orders for EITCI Certification Programmes. Any participant using the affiliate links to enter EITCA Academy will have the Affiliate's ID automatically recorded in his session for 7 days. Any first order the participant will make will be credited as following directly from the dissemination activities of the EITCI Affiliate and will be a subject of the 40% commission accounting from the Net Amount resulting from the sale. Subsequent orders of the participant will not be counted as commissions generating unless the participant again uses the EITCI Affiliate's dissemination link containing Affiliate's ID. Similarily 40% commissions on full EITCA Membership sales generating Net Amount are also automatically granted for the entry fee and the initial period fee, with the future renewals not counted in for the commissions, unless the membership is renewed with the use of the EITCI Affiliate's dissemination links containing Affiliate's ID.
5.5. EITCI Allifiate acknowledges that upon the EITCI policy of supporting participants with legally confirmed disability status, low socio-economic status in lower developed countries, as well as pre-tertiary school students these participants are exempt of payments for the EITCI Certification Programmes. Such participants can undergo enrolment for EITCI Certification Programmes due to dissemination activities of the EITCI Affiliate without paying to EITCI and for those participants no Affiliate sales commissions will be granted to the EITCI Affiliate (as no sales take place).
5.6. Additionally EITCI Affiliate also acknowledges that some of the EITCI Certification Programmes are offered at reduced, discounted or either externally or internally subsidized prices. In all those situations the Gross Amount for the sales of the EITCI Certification Programmes is not a basis for the EITCI Affiliate's commissions, but only the Gross Amount reduced by all the mentioned and possibly other deductions, i.e. effective Net Ammount is a basis for the calctulation of the actual commission paid to EITCI Affiliate.
5.7. EITCI Allifiate acknowledges that however the prices of the EITCI Certification Programmes are at EITCI sole discretion, the Gross Amount, as well as the final Net Amount paid to EITCI by participants of the EITCI Certifications Programmes (either directly or indirectly through commissions from the EITCI Accredited Certification Licensees implementing national editions of the EITCA Academy) are independent of EITCI and thus EITCI cannot guarantee any minimal revenue in EITCI Affiliate commissions in relation to dissemination of the EITCI Certification Programmes.
5.8. In case the EITCI Affiliate is not satisfied with the Affiliate Revenue, the Affiliate can choose to terminate the agreement according to terms specified above in the section 3.
5.9. EITCI will grant EITCI Affiliate an access to the dedicated Affiliate dashboard where Author will access the amount of EITCI Certification Programmes sales commissions along with Gross Amount, Net Amount and Affiliate Revenue calculations.
5.10. Within the Affiliate dashboard, the Affiliate will be able to provide his payment receiving details by means of PayPal service. To keep this data up to date and the PayPal account available for receiving payments is Affiliate's responsibility on which the ability of EITCI to transfer Affiliate Revenue to the EITCI Affiliate will depend.
5.11. The payments to the Affiliate will be made within 30 days from the end of the month in which the fee for a relevant EITCI Certification Programme has been received by EITCI. Affiliate is fully responsible for providing EITCI with all legally identifying information, including tax identification, and all other data necessary for the payments.
5.12. In case an individual sale of the EITCI Certification Programme has more than one related Affiliate identification, the 40% commission for the Affiliates on the Net Amount of sales of the corresponding EITCI Certification Programmes will be divided proportionally between the Affiliates.
5.13. EITCI Allifiate agrees and acknowledges to being responsible for any taxes on the EITCI Allifiate's own income. In the event that the sale or delivery of educational service upon EITCI Certification Programmes will be qualified as a subject to the Value Added Tax (VAT) under applicable law, EITCI will collect and remit the VAT to the competent tax authorities for the corresponding Certification sales. Likewise if the commission for the EITCI Allifiate (Affiliate Revenue) will be qualified for VAT, then collecting this tax from the paid commission and remitting it to the competent authorities will be a sole responsibility of the EITCI Allifiate. With regard to the event of applicability of VAT tax to the EITCI Allifiate's commission (Affiliate Revenue) the EITCI Allifiate will indemnify and hold EITCI harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on the Affiliate Revenue or otherwise. EITCI may at its sole discretion decide to increase the price of Certification to compensate for VAT if such tax becomes required under the applicable law in regard to educational services of professional Certification.
5.14. EITCI Allifiate also acknowledges and agrees that EITCI Certification Programmes participants have rights to receive a refund if requested under the applicable law in the European Union. In case of refunds neither EITCI nor the EITCI Allifiate will receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that the EITCI Certification Programmes participant requests a refund for a Certification EITCI has sent the relevant commission to the EITCI Allifiate, EITCI reserves the right to either deduct the amount of such refund from the next payment of commission to be sent to the EITCI Allifiate, or to require that the EITCI Allifiate refunds any amounts refunded to participants for the relevant Certification(s) to the extent no additional payments are due from EITCI to EITCI Allifiate or such payments due to the EITCI Allifiate are insufficient to cover the amounts refunded to participants.
EITCI Affiliate waives any right to challenge the validity and enforceability of this Agreement on the grounds that it was transmitted and entered into electronically. EITCI Affiliate agrees that entering into the Agreement electronically is equivalent to signing the Agreement. Failure by either of parties to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the provision, and the remainder of this Agreement will continue in full force and effect.
Section 4 shall survive termination of this Agreement.
6.4. Controlling law and jurisdiction
This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of Belgium, without regard to its conflicts of laws provisions. Unless otherwise waived by EITCI at its sole discretion, the exclusive jurisdiction and venue of any action arising out of or relating to this Agreement shall be appropriate court in Brussels, Belgium. Both the EITCI Affiliate and EITCI submit to the exclusive jurisdiction and venue of such courts for the purpose of any such action, and specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.
6.5. Entire Agreement
This Agreement constitutes the entire Agreement between EITCI Affiliate and EITCI with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings or Agreements, written or oral, regarding such subject matter.
All notices sent or required to be sent shall be in writing or by e-mail to the other party at address for the other party set forth below, or such other address as is provided in writing or via e-mail to the other. It shall be an EITCI Affiliate ’s sole responsibility to ensure that EITCI has his current address. Additionally EITCI may validly deliver all written notifications in the EITCI Affiliate's dashboard.
7. Modifications to the terms and conditions for the EITCI Affiliate specifying this Agreement
EITCI may update the terms and conditions for the Affiliate upon this Agreement to conform with changes in EITCI operating policies reflecting new or different practices, such as when EITCI introduces new models of EITCI Certification Programmes commercialization or adds new features in its services. Thus EITCI reserves the right to modify and / or make changes to these terms and conditions specifying the Agreement at any time. If EITCI makes any change in these terms and conditions Affiliate will be notified using prominent means such as by Affiliate dashboard notice or an email notice sent to the email address communicated by the Affiliate to EITCI (it will be Affiliate's responsibility to inform EITCI of any changes in legal or contact details for the Author). Modifications will become effective on the day they are posted by EITCI unless stated otherwise. If Affiliate does not communicate lack of his acceptance to the changes within these terms and conditions then with effective date of any change, lack of denial will be deemed as acceptance of and an agreement to follow and be bound by the terms and conditions for the Affiliate Agreement as changed. The revised Affiliate Agreement terms and conditions supersedes all previous Affiliate Agreements terms and conditions. In case the EITCI Affiliate does not accept the changes in the Affiliate Agreement terms and conditions and communicate this to EITCI the Agreement will dissolve accordingly to the section 3 above.