EITCI Certification Related Content Licensing Agreement Terms and Conditions
These terms and conditions apply to Authors or Copyrights Holders in regard to licensing of their Content to the European Information Technologies Certification Institute ASBL, Avenue des Saisons 100-102, bte 30, 1050 Brussels, Belgium, hereinafter referred to as EITCI, as the EITCI Accredited Content related to relevant EITCI Certification Curriculum(s). These terms and conditions constitute the EITCI Certification Related Content Licensing Agreement, i.e. a binding legal agreement specifying licensing of the Content supplementing EITCI Certification Curriculum(s) between the Author or Copyright Holder and EITCI. EITCI Certification Related Content Licensing Agreement Terms and Conditions were last updated on 22nd June 2018.
1. Definitions
1.1. “Certification Curriculum” or in short “Certification” means the EITC or EITCA Certification Curriculum defined by EITCI in relation to the Content authored by the Author supplementing Certification.
1.2. “Author” or “Copyrights Holder” is a physical person or legal entity with rights to the Content. Author does not hold rights to Certification Curriculum(s), only to supplementing Content of his authorship.
1.3. “Content” means accredited by EITCI didactic creations authored by the Author and used by EITCI to supplement relevant EITCI Certification Curriculum(s). Content can be of any multimedia form.
1.4. “Certification Price” means the Certification price defined by the EITCI Institute, at which the Certification(s) according to the Certification Curriculum(s) is(are) sold.
1.5. “Gross Amount” means the amount actually received by EITCI Institute upon selling of the Certification(s).
1.6. “Net Amount” means Gross Amount, diminished by the applicable taxes and the amounts paid by EITCI in commissions and/or in advertising of the Certification(s) to invoke its(their) sales.
1.7. “Licensing Revenue” means the Author’s commission for licensing of the Content equal to 50% of the Net Amount less any refunds to third parties paid by EITCI.
1.8. “EITCA Academy” is a programme for commercialization of the EITC and EITCA Certification Curriculums. It is available on-line at https://eitca.org.
2. Agreement and Content Accreditation
2.1. The Author of the Content related to the any Certification Curriculums, licensing the Content to EITCI, hereby contracts with the European Information Technologies Certification Institute ASBL, Avenue des Saisons 100-102, bte 30, 1050 Brussels, Belgium, hereinafter referred to as EITCI.
2.2. Submitting by any means of the defined above Content as related to corresponding EITCI Certification Curriculum(s) by the Author or Copyright Holder to EITCI upon licensing, acknowledges that the Author or Copyright Holder will adhere to the EITCI Certification Related Content Licensing Agreement Terms and Conditions. After submitting of the Content EITCI will evaluate it and either rejects the Content or accredits the Content as relevant to the corresponding Certification Curriculum(s) offered by EITCI. The Author will be notified about the decision of EITCI for any Content the Author submits and in case of acceptance of the Content, the Author receives the Content Accreditation and this Agreement enters into force for any relevant Content accredited by EITCI.
3. Licensing of the Content to EITCI
3.1. Upon this agreement Author hereby grants EITCI a non-exclusive license and rights to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Content through all the services related to Certification(s), and sublicense it to users for the purpose of facilitation of Certification earning directly or through third parties.
3.2. The licensed Content can be used in all ways EITCI will find appropriate to facilitate Certification of users’ competencies. This agreement however does not involve a transfer of intellectual property rights to the Content from the Author to EITCI.
3.3. Upon the agreement all intellectual property rights to the Content related to the relevant Certification Curriculum remain with the Author, who can decide to terminate the agreement and withdraw license to the Content at any time in which case the relevant Content used to supplement the corresponding Certification Curriculum(s) is withdrawn from offering by EITCI (while the current participants and past users of the Content remain with access to it and the issued Certifications remain valid).
3.4. Upon termination of the agreement EITCI is not required to withdrawn the Certification Curriculum from its offering, but it is required to withdrawn referencing to the Content authored by the Author for any new users.
3.5. The Content is not required to be exclusive for EITCI offered Certification Curriculum(s) and can be published and commercialized by the Author elsewhere at the sole discretion of the Author.
3.6. The main offering of EITCI is Certification itself adhering to the Certification Curriculum(s) that remain intellectual property of EITCI. The Content licensed by the Author is not an integral part of the Certification Curriculum but it serves as an important didactic reference facilitating successful earning of relevant Certification(s) by users of the Content. It should be noted that participants of Certification(s) can take Certification exams according to the Certification Curriculum(s) without using the related didactic Content at all, e.g. by having this knowledge themselves already or by learning from other didactic sources.
3.7. Termination of the agreement by either of the sides must be communicated to the other side by means of evidenced electronic communication (via email) and takes effect after 60 days from the communication date. Termination of the agreement by the Author will terminate the foregoing license and rights granted to EITCI 60 days after such communication as to new users, provided that all rights given to users prior to that time will continue in accordance with the terms granted to such users previously. Author hereby agrees that the Content will be copied by EITCI and will be available in access to users that were granted the access to the content prior to effective termination of this agreement. Simultaneously EITCI will not give access to the Content to any new users after agreement effective termination. Also within contract validity EITCI may use all or any part of the Content for marketing, demonstration, promotion, quality control, delivery of the Certification services, etc. Author hereby grants permission to EITCI to use Author’s name, likeness, image or voice in connection with commercializing of EITCI Certification services and waive any and all rights of privacy, publicity, or other rights of a similar nature in connection therewith, to the extent permissible under applicable law.
4. Commissions for licensing of the Content
4.1. The Certification Curriculum price is defined by EITCI and is referenced on EITCA Academy website.
4.2. For all EITC Certification Curriculums the price has the same value, while for EITCA Certification Curriculums the price is dependent on the current programming of relevant EITCA Certification and is continuously referenced on EITCA Academy website.
4.3. 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.
4.4. While the Content licensed by the Author is not an integral element of the Certification(s), and the sale of the Certification(s) to the participant does not involve selling of the Content and only involves selling of the Certification services by EITCI, the participant however obtains additionally access to the licensed Author’s Content as a teaching aid for the Certification Curriculum examination.
4.5. For this additional role of the Content to facilitate obtaining of the relevant Certification(s), upon validity of this Agreement, EITCI will pay a commission to the Author equal to 50% of the Net Amount paid to EITCI by the participants of the Certification Curriculum(s) relevant to the Author’s Content and specified in Content Accreditation issued to Author by EITCI.
4.6. In case of international edition of the EITCA Academy implemented in Brussels with purchases of the Certification by participants reached by EITCI without additional costs (e.g. by direct communication and offerings to past and current participants of EITCI Certifications, as well as in case of new participants who find the Certification offer on their own) the Net Amount is equal to the Gross Amount.
4.7. In cases of either national editions of the EITCA Academy or in cases of given participants of the relevant Certification Curriculum being reached with direct or indirect but measureable cost of advertisement by EITCI, then the Net Amount is equal to Gross Amount reduced by the financially documented national EITCA Academy operators’ commissions (paid as percentage of Gross Amount of Certification sales by the EITCI Accredited Certification Licensees implementing national editions of the EITCA Academy) or / and by third parties sales platforms (e.g. mobile apps market platforms), as well as identifiable and financially documented direct or indirect costs of advertisement for the relevant Certification participants acquisitions paid by EITCI.
4.8. The Author’s licensing commission is equal to 50% of the Net Amount paid to EITCI in due of purchases of relevant Certification(s) under Accreditation less any applicable deductions such as refunds for Certifications (this is a standard revenue share, making Licensing Revenue).
4.9. In the event that commercialization of the Certification Curriculum with additional relevant Content licensing commissions for the Author turns out not to be economically justified for EITCI, EITCI can change the standard revenue share in licensing commission for the Author with 30 days notice via email and notice in the Services. If the Author does not accept the change, the Contract will dissolve in terms specified in section 3 above.
4.10. Author acknowledges that upon the EITCI policy of supporting participants with legally confirmed disability status, these participants are exempt of payments for the Certification(s). Such participants can undergo relevant Certification Curriculum(s) without paying to EITCI and for those participants no licensing commissions will be granted to the Author.
4.11. Additionally Author also acknowledges that some of the Certification Curriculums are offered at reduced prices due to prior funding of the EITCI operation by public funds. This prior funding however was not proportional to possible price reductions of offered Certifications in current and future pricing upon promotional and marketing policies of EITCI. In those situations the Gross Amount for the commercialization of the Certification Curriculum is based upon the actual payments made to EITCI by Certification services participants.
4.12. Author acknowledges that however the prices of the EITCI Certification Curriculum(s) are at EITCI sole discretion, the Gross Amount, as well as the final Net Amount paid to EITCI by participants of the Certifications (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 licensing of the Content in relation to commercialization of the relevant Certification Curriculum(s).
4.13. In case the Author is not satisfied with the Licensing Revenue, the Author can choose to terminate the agreement according to terms specified above in section 3.
4.14. EITCI will grant Author an access to the dedicated Author panel within the Services where Author will access the amount of Content related Certification Curriculum(s) sales along with Gross Amount, Net Amount and Licensing Revenue calculations.
4.15. Within the Author panel, the Author 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 Author responsibility on which the ability of EITCI to transfer Licensing Revenue to the Author will depend.
4.16. The payments to the Author will be made within 30 days from the end of the month in which the fee for a relevant Certification has been received by EITCI. Author is fully responsible for providing EITCI with all legally identifying information, including tax identification, and all other data necessary for the payments.
4.17. In case the relevant EITCI Certification Curriculum(s) has more than one related Content Authors, the commission for the Authors on the sales of corresponding EITC Certification Curriculum(s) specified in Content Accreditations will be divided proportionally between the Authors.
4.18. The Author agrees and acknowledges to being responsible for any taxes on the Author’s own income. In the event that the sale or delivery of educational service upon Certification 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 Author (Licensing 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 Author. With regard to the event of applicability of VAT tax to the Author’s commission (Licensing Revenue) the Author 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 Licensing 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 the European Union in regard to educational services of professional Certification.
4.19. The Author also acknowledges and agrees that EITCI Certification services 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 Author will receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that the Certification participant requests a refund for a Certification supplemented with a relevant licensed Content after EITCI has sent the relevant commission to the Author, EITCI reserves the right to either deduct the amount of such refund from the next payment of commission to be sent to the Author, or to require that the Author refunds any amounts refunded to participants for the relevant Certification(s) to the extent no additional payments are due from EITCI to Author or such payments due to the Author are insufficient to cover the amounts refunded to participants.
5. Responsibilities of the Author
5.1. The Author is fully responsible for the Content licensed to EITCI upon this Contract.
5.2. Author confirms owning the necessary licenses, rights, consents, and permissions, and the authority to authorize EITCI to reproduce, distribute, publicly perform (including by means of any multimedia form), publicly display, communicate to the public, promote, market and otherwise use and exploit the Content or any part of it.
5.3. Author also takes responsibility in the licensed Content not to infringe or misappropriate any intellectual property rights of any third parties. Author also warrants to have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to prepare the licensed didactic Content, or in case that the contracting side is not a direct Author but the Copyrights Holder to the Content, the Copyrights Holder warrants that the original author of the Content have had those qualities. All Content submitted to EITCI to be licensed as supplementing relevant Certification Curriculums will be evaluated by EITCI and if evaluated positively will be granted EITCI Content Accreditation.
5.4. Author additionally warrants that the Content does 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 Content the Author will be solely responsible for this situation.
5.5. Author also warrants that the Content will not raise any obligations from EITCI to any third parties and in case if such obligations are raised in due of the Content they will be sole responsibility of the Author (including e.g. but not limited to the obligation of royalties payment for any graphical or musical works used within the Content).
6. Modifications to the terms and conditions for the Licensing of the Content supplementing Certification Curriculum(s) specifying this Agreement
EITCI may update the terms and conditions for the Licensing of the Content supplementing Certification Curriculum(s) upon this Agreement to conform with changes in EITCI operating policies reflecting new or different practices, such as when EITCI introduces new models of Certification(s) 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 Author will be notified using prominent means such as by email notice sent to the email address communicated by the Author to EITCI (it will be Author'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 Author 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 Licensing of the Content supplementing Certification Curriculum(s) as changed. The revised Content licensing terms and conditions supersedes all previous Content licensing terms and conditions. In case the Author does not accept the changes in the Content licensing terms and conditions and communicate this to EITCI the Contract will dissolve according to section 3 above.
