1. The agreement
1.1 These terms of service (the "Terms") form a binding agreement between AccreditBook, a business name of a corporation existing under the laws of Ontario, Canada ("AccreditBook", "we" or "us") and the organization that creates an account, places an order or uses the Service (the "Customer" or "you").
1.2 You accept these Terms by creating an account, completing checkout, or using the Service. The individual who accepts them represents that they have authority to bind the Customer. If they do not, they must not accept these Terms or use the Service.
1.3 The Service is provided only for business purposes, to organizations. It is not offered to consumers, and no consumer protection legislation is intended to apply. If you are an individual acting for personal, family or household purposes, you may not use the Service.
1.4 These Terms incorporate the privacy policy, the data processing agreement (the "DPA"), the plan and price shown at checkout (the "Order"), and the help center (the "Documentation"). If they conflict, the order of precedence is: the DPA (for personal information only), then any written agreement signed by both parties, then these Terms, then the Order, then the Documentation.
2. Definitions
"Service" means the AccreditBook web application, its features, the Documentation, templates and validation materials we make available, and any updates. "Customer Data" means data and files that you or your Users submit to the Service. "Users" means individuals you authorize to access the Service under your account, including users with the auditor role. "Subscription Term" means the paid annual period stated in the Order and each renewal.
3. The Service
3.1 Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for your Users to access and use the Service for your internal business purposes, within the limits of your plan.
3.2 We may update, improve and change the Service. We will not materially reduce the core functionality of the Service (the registers, the due list, the assessor pack, the validation pack and data export) during a paid Subscription Term. We will describe material changes in the changelog.
3.3 We may make features available that are identified as beta, preview or early access. They are provided as is, may change or be withdrawn at any time, and are excluded from any commitment in these Terms.
3.4 Joining the founding-lab list or reserving a seat before launch creates no obligation on either party to enter into a subscription and no obligation on us to make the Service available by a particular date.
4. Accounts and Users
4.1 You are responsible for your account, for all activity under it, for your Users' compliance with these Terms, and for promptly removing access for Users who should no longer have it.
4.2 Each login is for one named individual and may not be shared. Users must keep credentials confidential. You must notify us promptly at privacy@accreditbook.com of any unauthorized access or suspected security incident affecting your account.
4.3 Plan limits on equipment items, Users and storage apply as described in the Documentation and on the pricing page.
5. Your responsibilities; no professional advice
5.1 The Service is a record-keeping tool. It does not perform calibrations or tests, does not calculate measurement results or measurement uncertainty, and does not provide legal, regulatory, metrological, quality or accreditation advice.
5.2 You remain solely responsible for: the accuracy, completeness and legality of Customer Data; your laboratory's activities, methods, results, reports and certificates; your compliance with ISO/IEC 17025, the requirements of your accreditation body, and all laws and contracts that apply to you; your decisions about intervals, due dates, nonconformities and corrective actions; and validating the Service for your intended use under clause 7.11 of ISO/IEC 17025 or any equivalent requirement. Validation materials we provide support, but do not replace, your own validation.
5.3 Due dates, reminders, statuses, summaries and AI-assisted outputs are aids only. You must verify them before relying on them. We do not guarantee that use of the Service will result in obtaining, maintaining or renewing accreditation, or in any particular assessment outcome.
6. Acceptable use
You must not, and must not permit anyone to: (a) use the Service in breach of law or of any third party's rights; (b) upload malicious code, or content you do not have the right to upload; (c) probe, scan or test the vulnerability of the Service, or breach or circumvent security or authentication, except under a written agreement with us; (d) access or attempt to access another customer's data; (e) interfere with or disrupt the Service or impose an unreasonable load on it; (f) copy, modify, translate or create derivative works of the Service, or decompile, disassemble or reverse engineer it, except to the extent the law expressly permits despite this restriction; (g) resell, sublicense, rent, lease or provide the Service to third parties, or use it to provide services to third parties, except that you may give your assessors and accreditation body access through the auditor role and assessor packs; (h) use the Service, or any information about it, to build or benchmark a competing product; or (i) access the Service by automated means other than the interfaces we provide.
7. Fees, payment, taxes and renewal
7.1 Fees. Subscriptions are annual and payable in advance in US dollars, at the price in your Order. Current prices are Lab at US$1,788 per year and Lab 1000 at US$2,988 per year. All fees are non-cancellable and non-refundable except as expressly stated in these Terms.
7.2 Payment. You authorize us and our payment processor to charge your payment method for all fees when due, including renewals. You must keep your payment and billing information current.
7.3 Taxes. Fees exclude all sales, use, goods and services, harmonized sales, value added, withholding and similar taxes. You are responsible for all such taxes other than taxes on our net income. Where you provide a valid business tax identification number, reverse-charge or zero-rating rules apply where available. If withholding is required by law, you will gross up the payment so that we receive the full amount invoiced.
7.4 Automatic renewal. Each Subscription Term renews automatically for successive one-year terms unless you cancel before the end of the current term. We will email the account owners at least 14 days before each renewal with the renewal amount. Price changes apply from your next renewal, and we will give you at least 30 days' notice of them.
7.5 Plan changes. You may move to a larger plan at any time, with the difference charged pro rata for the remainder of the term, and to a smaller plan with effect from your next renewal.
7.6 Late payment. If payment fails and is not resolved after our retry period, we may suspend write access to the Service, leaving read and export access, until payment is made. Overdue amounts may bear interest at 1.5% per month (18% per year) or the maximum rate permitted by law, whichever is lower, and you will reimburse our reasonable costs of collection.
8. Money-back period
If you cancel within 30 days after the first payment for your first subscription, we will refund that payment in full. This applies once per Customer and does not apply to renewals or plan upgrades. Outside that period, cancellation takes effect at the end of the paid Subscription Term, you keep access until then, and no refund is due.
9. Customer Data
9.1 Ownership. As between the parties, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Data as necessary to provide, secure, support and improve the Service, to prevent abuse, and as required by law.
9.2 Your assurances. You represent and warrant that you have all rights, consents and notices required to submit Customer Data to the Service and to allow us to process it under these Terms, including personal information about your personnel.
9.3 Prohibited data. Unless we agree otherwise in writing, you must not submit to the Service: protected health information or other health data; payment card numbers; government identification numbers; information that is classified or subject to export controls, including technical data controlled under the International Traffic in Arms Regulations or the Export Administration Regulations; or any data that requires security controls beyond those described on our security page. We have no liability for such data.
9.4 Personal information. We process personal information in Customer Data as your processor or service provider in accordance with the DPA.
9.5 Aggregated data. We may collect and use data about the operation and use of the Service, and create aggregated or de-identified data that does not identify you, your Users or any individual, to operate, secure, analyse and improve our products. We own such data.
9.6 Your copies. The Service lets you export Customer Data at any time. You are responsible for keeping any copies you need for your own retention obligations; the Service is not an archive of last resort.
10. AI-assisted features
Some features use third-party artificial intelligence models to answer questions about the Documentation and to propose column mappings for imports. Outputs are generated automatically, may be inaccurate or incomplete, and must be reviewed by you before you rely on them. Imports are not applied until a User confirms them. You are responsible for decisions made using outputs.
11. Security and availability
11.1 We will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, as described on our security page, and will notify you without undue delay after becoming aware of a breach of security safeguards affecting your Customer Data.
11.2 We will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance, emergency maintenance, and events outside our reasonable control. We do not guarantee that the Service will be uninterrupted, timely or error-free, and these Terms contain no service-level commitment or service credits.
11.3 Support is provided by email at support@accreditbook.com during our normal business hours, on a commercially reasonable efforts basis.
12. Intellectual property
12.1 We and our licensors own all rights in the Service, the Documentation, templates, validation materials, and all related software, designs, content and trademarks. No rights are granted to you except as expressly stated in these Terms.
12.2 During the Subscription Term you may use, copy and share the validation materials and assessor packs generated for you with your personnel, assessors, accreditation body and auditors, for your accreditation purposes.
12.3 If you give us suggestions or feedback, we may use them for any purpose without obligation to you.
12.4 We may identify you as a customer by name and logo in our customer lists and marketing materials. You may withdraw this permission at any time by writing to support@accreditbook.com.
13. Confidentiality
Each party will use the other's non-public information disclosed under these Terms ("Confidential Information") only to perform its obligations or exercise its rights, will protect it with at least reasonable care, and will disclose it only to its personnel, contractors and advisers who need to know it and are bound by similar obligations. Customer Data is your Confidential Information. These obligations do not apply to information that is or becomes public through no fault of the recipient, was known to the recipient without restriction, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where required by law, after giving reasonable notice where permitted.
14. Warranties and disclaimer
14.1 We warrant that, during the Subscription Term, the Service will perform materially as described in the Documentation. Your exclusive remedy, and our sole liability, for breach of this warranty is for us to use reasonable efforts to correct the non-conformity and, if we cannot do so within a reasonable time, for either party to terminate the affected subscription, in which case we will refund the prepaid fees for the remainder of the Subscription Term. This warranty does not apply to non-conformities caused by misuse, Customer Data, third-party services, or beta features.
14.2 Except as expressly stated in section 14.1, the Service, the Documentation, templates, validation materials and all outputs are provided "as is" and "as available". To the maximum extent permitted by law, AccreditBook and its licensors and suppliers disclaim all other warranties, conditions and representations, express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy, and those arising from course of dealing or usage of trade. We do not warrant that the Service will meet your requirements, that it will satisfy any accreditation body or assessor, or that data will not be lost.
15. Limitation of liability
15.1 To the maximum extent permitted by law, AccreditBook will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, loss or corruption of data, cost of substitute services, loss of accreditation, or costs of re-testing, re-calibration, recall or customer notification, however caused and under any theory of liability, even if advised of their possibility.
15.2 To the maximum extent permitted by law, AccreditBook's total aggregate liability arising out of or relating to these Terms and the Service, under any theory of liability, will not exceed the fees you actually paid to AccreditBook for the Service in the twelve (12) months immediately before the event giving rise to the liability.
15.3 Sections 15.1 and 15.2 do not limit your obligation to pay fees, your liability under section 16.1, or your liability for breach of section 6 or infringement of our intellectual property.
15.4 Our liability for loss or corruption of Customer Data is limited to using commercially reasonable efforts to restore it from the most recent backup we maintain.
15.5 These limitations apply even if a remedy fails of its essential purpose, and reflect an allocation of risk on which our fees are based.
16. Indemnification
16.1 By you. You will defend, indemnify and hold harmless AccreditBook, its affiliates, and their directors, officers, employees and agents from and against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that it infringes or violates a third party's rights or the law; (b) your laboratory's activities, results, reports, certificates or services, including any claim by your clients or any other person who relied on them; (c) your or your Users' breach of these Terms or of law; and (d) your use of the Service in combination with anything not provided by us.
16.2 By us. We will defend you against any third-party claim alleging that the Service, as provided by us, infringes that party's copyright, trademark or patent, and pay damages finally awarded or agreed in settlement. If such a claim is made or appears likely, we may modify or replace the Service to make it non-infringing, obtain a licence, or terminate the affected subscription and refund the prepaid fees for the remainder of the Subscription Term. We have no obligation for claims arising from Customer Data, your modifications, combinations with items not provided by us, or use in breach of these Terms. This section states our entire liability, and your exclusive remedy, for infringement claims, and is subject to section 15.
16.3 Procedure. The indemnified party must notify the indemnifying party promptly of the claim, give it sole control of the defence and settlement (provided no settlement imposes an obligation or admission on the indemnified party without its consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
17. Term, suspension and termination
17.1 These Terms continue while you have an account or an active subscription.
17.2 We may suspend access, in whole or in part, immediately and without liability, if we reasonably believe that your use threatens the security, integrity or availability of the Service or of other customers, breaches section 6, or is required to comply with law. We will give notice where practicable and restore access once the cause is resolved.
17.3 You may cancel at any time in the Service; cancellation takes effect at the end of the current Subscription Term, subject to section 8. Either party may terminate these Terms on written notice if the other materially breaches them and fails to cure the breach within 30 days after notice, or becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. We may also terminate for convenience on 90 days' notice, refunding prepaid fees for the unused remainder of the Subscription Term.
17.4 On expiry or termination, your right to use the Service ends, except that we will make Customer Data available to you in read-only form for export for 12 months, unless termination was for your breach of section 6 or prohibited by law. After that period, or 30 days after you ask us to delete your lab, we will delete Customer Data, subject to backup cycles and legal retention requirements. Unpaid fees become immediately due.
17.5 Sections 2, 5, 7 (as to amounts owed), 9.5, 9.6, 12, 13, 14.2, 15, 16, 17.4 and 18 to 21 survive termination.
18. Third-party services
The Service relies on and may interoperate with third-party services, including hosting, payment processing, email and AI providers. We are not responsible for third-party services that we do not control, other than our obligations regarding our subprocessors under the DPA. Your use of the payment processor's checkout and portal is subject to its terms.
19. Export control and sanctions
You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive Canadian, US, UK or EU sanctions, and are not a person subject to sanctions or on a restricted party list. You will not use the Service in breach of export control or sanctions laws.
20. Governing law and disputes
20.1 These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 The courts located in Toronto, Ontario, have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party irrevocably submits to that jurisdiction. Either party may nonetheless seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
20.3 To the extent permitted by law, each party waives any right to a jury trial, and all claims must be brought in a party's individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.
20.4 Any claim against AccreditBook must be commenced within one (1) year after the cause of action arises, to the extent permitted by law, after which it is permanently barred.
21. General
21.1 Changes to these Terms. We may amend these Terms by posting the amended version on this page. Material changes take effect at your next renewal, or 30 days after we notify account owners by email, whichever is later, unless they are required by law or do not adversely affect you, in which case they take effect on posting. Continued use after the effective date constitutes acceptance.
21.2 Notices. Notices to us must be sent to privacy@accreditbook.com. Notices to you may be sent to the email address of your account owners or posted in the Service, and are effective when sent.
21.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them without consent to an affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of the relevant business or assets.
21.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental action, utility, internet or hosting failures, and denial-of-service attacks, other than obligations to pay money.
21.5 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and there are no third-party beneficiaries.
21.6 Entire agreement. These Terms, with the documents incorporated in section 1.4, are the entire agreement between the parties about their subject matter and supersede all prior or contemporaneous agreements, proposals and representations. Terms in any purchase order or other document you provide do not apply, even if accepted or signed by us.
21.7 Interpretation. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect. No failure or delay in exercising a right is a waiver of it. Headings are for convenience only; "including" means "including without limitation". These Terms will not be construed against the party that drafted them.
21.8 Electronic agreement. These Terms may be accepted electronically, and electronic records and notices satisfy any requirement that they be in writing.
21.9 Language. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.