Article 3 – Formation of Contract  

3.1 A Contract becomes effective when the Client accepts an iCertifi quotation by signature, electronic acceptance, or by instructing iCertifi to proceed.
3.2 Digital or electronic acceptance (including acceptance via iVault, RepStore, or email confirmation) is legally binding.
3.3 These Terms apply automatically to any subsequent orders, projects, or renewals between the same parties unless explicitly replaced by newer terms.
3.4 Any amendment or deviation must be agreed upon in writing by authorized representatives of both parties.

Article 4 – Scope of Services and Subcontracting  

4.1 iCertifi may perform Services directly or through qualified affiliates, laboratories, or partner companies.
4.2 Unless otherwise stated, iCertifi acts as coordinator and facilitator and does not itself perform laboratory testing.
4.3 iCertifi may subcontract specific tasks or delegate duties to third-party partners while retaining contractual responsibility to the Client.
4.4 The Client acknowledges that in certain jurisdictions, testing and certification must be conducted by accredited or government-approved laboratories. iCertifi will select such facilities based on competence and regulatory acceptance.

Article 5 – Fees, Payment Terms, and Lead Times  

5.1 All prices are quoted in U.S. Dollars (USD) unless otherwise stated. Standard payment term is Net 30 days from the invoice date.
5.2 For projects exceeding USD 10,000, a 50% deposit may be required before commencement, with the balance due Net 30 after project completion.
5.3 Progress billing may be issued based on project milestones, percent completion, or delays beyond iCertifi’s control (including regulatory or laboratory delays).
5.4 All invoices must be paid in full without deduction. The Client is responsible for any intermediary or correspondent banking fees, currency conversion charges, or other transfer costs.
5.5 Payments must reference invoice numbers and be sent to iCertifi’s designated account.
5.6 If intermediary or currency-conversion fees result in a short payment, the Client must immediately remit the outstanding balance.
5.7 Any invoice unpaid sixty (60) days after its due date will accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. Interest accrues daily until payment is received.
5.8 iCertifi may suspend work, withhold deliverables, or revoke certificates for non-payment.
5.9 The Client is responsible for all legal or collection costs incurred to recover overdue amounts.
5.10 If payment is not received, iCertifi reserves the right to notify regulatory authorities, certification bodies, or other competent agencies of non-payment and to request the suspension or cancellation of any related certificates or authorizations. iCertifi assumes no liability for resulting consequences.
5.11 Certificate Ownership Pending Payment – All deliverables, including test reports, regulatory submissions, and certificates, remain the property of iCertifi until all invoices related to the project are paid in full. The Client shall not reproduce, distribute, or rely on such deliverables prior to full payment. iCertifi reserves the right to revoke or invalidate deliverables for non-payment.
5.12 Project Lead Times and Commencement – Lead times stated by iCertifi are estimates and commence only when:
  (a) all required documentation, samples, and information have been received and accepted by iCertifi;
  (b) for testing projects, when the samples have arrived at the designated laboratory and are successfully configured and ready for testing; or
  (c) for regulatory submissions, when the application has been formally submitted to the competent authority.
Lead times do not begin upon quote acceptance or project initiation. If required documents, samples, or information are incomplete or delayed, project schedules will be extended accordingly. iCertifi bears no liability for timeline extensions resulting from client delay or incomplete submissions.

Article 6 – Price Adjustments and Regulatory Changes  

6.1 Prices are based on the regulatory fees and testing rates in effect at the time of quotation.
6.2 Should authorities or laboratories modify their fees or requirements during the project, iCertifi may adjust pricing with prior written notice.
6.3 Failure to object within ten (10) business days constitutes acceptance of such adjustment.
6.4 Family Approvals and Model Coverage – iCertifi will make every reasonable effort to obtain approval for model families or series when permitted. If an authority or laboratory later rejects the family grouping and requires individual certification, iCertifi will issue a revised quotation. The Client must approve the revised quote before further work proceeds. iCertifi will not be liable for additional costs or delays resulting from such regulatory determinations.
6.5 Product Information and Specification Changes – Quotations are prepared based on documentation and specifications provided by the Client. Any change, omission, or inaccuracy discovered during execution (including hardware, firmware, radio modules, labeling, or configurations) may require a revised quotation and adjusted timelines. Work may be paused until the Client formally accepts the update.
Delays caused by inaccurate or incomplete data automatically extend project timelines proportionally. iCertifi shall not be held liable for cost or timing impacts resulting from such discrepancies.

Article 7 – Cancellation, Client Non-Performance, and Termination  

7.1 Cancellation before work begins – no charge.
7.2 After work starts – the Client owes 80% of the project value; after completion – no refund.
7.3 If the Client fails to provide required information or cooperation, iCertifi may issue written notice. If unresolved after 30 calendar days, iCertifi may cancel and invoice up to 80% of project value.
7.4 iCertifi may terminate the Contract for non-payment, regulatory impossibility, fraudulent use of its documents, or other material breach.
7.5 Termination does not waive iCertifi’s right to recover all amounts due and payable.

Article 8 – Testing, Retesting, and Laboratory Fees  

8.1 If a product fails testing or retesting is required, iCertifi will notify the Client and issue a revised quotation detailing the additional testing required.
8.2 Any additional laboratory or authority fees resulting from failed tests, retests, or regulatory requests shall be formally quoted and accepted in writing by the Client prior to commencement. These additional charges will be invoiced in accordance with the same payment terms as the original quotation or project agreement, and the revised quotation will form part of the existing Contract.
8.3 Testing fees are non-refundable once testing has commenced.

Article 9 – Testing Support, Samples, and Customs Logistics  

9.1 iCertifi may facilitate communication between the Client and laboratories and provide limited technical coordination (e.g., remote troubleshooting via TeamViewer). iCertifi does not perform engineering or product development. The Client remains responsible for product functionality and compliance.
9.2 If the product fails to function or cannot be tested successfully, iCertifi may suspend or cancel the project and invoice for time spent, laboratory fees, and regulatory fees incurred.
9.3 Testing may be destructive. iCertifi and the laboratory accept no liability for damage, alteration, or loss of samples during testing.
9.4 iCertifi’s pricing does not include return shipping of samples. Clients must request return of samples within 30 calendar days of test completion. iCertifi will provide a quote including shipping costs plus one hour of handling time at USD 350. After 30 days, samples will be destroyed without notice.
9.5 iCertifi may assist with importation of samples but is not the importer of record. The Client bears all customs duties, clearance costs, or penalties.
9.6 Clients must submit waybills and pro forma invoices for review prior to shipment and must provide tracking numbers. iCertifi is not responsible for customs delays or holds resulting from unreviewed shipments.
9.7 The Client may request specific testing regions or exclusions at project initiation. iCertifi will re-quote based on alternate facilities. Once testing begins, such preferences cannot be changed.
9.8 Samples are shipped and tested entirely at the Client’s risk.

Article 10 – Representative Services: Role and Limitations  

10.1 Representative services are administrative in nature and consist of serving as the regulatory contact, holding technical files, and relaying communications from authorities.
10.2 iCertifi does not verify or validate technical documentation; the Manufacturer retains full legal responsibility for product compliance and accuracy of submitted materials.
10.3 iCertifi may charge additional fees for post-approval changes, company name or address modifications, or new model additions.
10.4 iCertifi reserves the right to withdraw representation for non-payment, misrepresentation, or regulatory noncompliance.
10.5 iCertifi acts as intermediary only and does not assume the liabilities of a manufacturer, importer, or responsible party.

Article 11 – Certificate Management, Renewals, and iVault System Disclaimer  

11.1 iCertifi will make reasonable efforts to remind Clients of upcoming certificate expirations through iVault or direct email notifications.
11.2 The Client is ultimately responsible for monitoring certification status and renewal timelines.
11.3 iCertifi shall not be held liable for expired certifications, missed renewals, or data errors.
11.4 iVault is provided “as is” without warranty of accuracy or uptime. System availability may be subject to maintenance, service interruptions, or network outages beyond iCertifi’s control. iCertifi is not liable for temporary inaccessibility, data delays, or missed notifications arising from such interruptions.
11.5 Expired, cancelled, or withdrawn certificates will be treated as new projects requiring new quotations, testing (if applicable), and fees.
11.6 Renewal support does not create any obligation to monitor ongoing compliance beyond the contracted scope.

Article 12 – Unauthorized Representation and Document Misuse  

12.1 iCertifi’s letters, certificates, and authorizations are proprietary and product-specific.
12.2 Any unauthorized modification, reuse, or reproduction is strictly prohibited and constitutes fraud.
12.3 iCertifi may immediately revoke affected documents, notify authorities, and impose a penalty of no less than USD 10,000 per incident, in addition to legal remedies.
12.4 Clients shall indemnify iCertifi against all damages, claims, or losses arising from such misuse.

Article 13 – Verification, Revocation, and Public Notice  

13.1 All official iCertifi documents include a QR-code verification link.
13.2 Any version that cannot be verified is invalid.
13.3 iCertifi reserves the right to publicly list revoked or falsified certificates for regulatory transparency.

Article 14 – Client Obligations  

The Client must provide accurate, complete, and timely information, documentation, and samples; comply with all safety, labeling, and legal obligations; and cooperate in all matters required for certification or representation.

Article 15 – Confidentiality  

15.1 All information exchanged shall be kept confidential unless disclosure is required by law or authority.
15.2 Confidentiality obligations continue for three (3) years after contract termination.
15.3 iCertifi may retain and disclose records to accreditation bodies or authorities as legally required.

Article 16 – Liability and Indemnification  

16.1 iCertifi’s total liability for any claim shall not exceed three (3) times the project fee or USD 1,000,000, whichever is lower.
16.2 iCertifi shall not be liable for indirect or consequential damages.
16.3 The Client shall indemnify and hold harmless iCertifi from claims resulting from misuse, misrepresentation, or third-party reliance on Client-provided information.

Article 17 – Force Majeure  

iCertifi is not liable for delay or failure to perform due to causes beyond its control, including natural disasters, strikes, cyberattacks, power outages, or government actions.

Article 18 – Data Retention and Legal Disclosure  

iCertifi may retain project documentation for compliance and quality purposes and disclose information to authorities when legally required.

Article 19 – Intellectual Property  

All templates, systems (including iVault and SUBTELink), and materials remain the property of iCertifi. Deliverables may only be used for regulatory compliance.

Article 20 – Currency, Taxes, and Fees  

All charges are in USD unless otherwise stated. The Client is responsible for taxes, VAT, duties, or other charges arising from the transaction.

Article 21 – Export Control and Sanctions  

The Client shall comply with all applicable export-control and sanctions laws. iCertifi may suspend or terminate services if continuation would violate such laws.

Article 22 – Assignment and Affiliates  

iCertifi may delegate or assign its duties to affiliates or partners without Client consent while retaining full responsibility for service quality.

Article 23 – Electronic Communication  

All communications, invoices, and deliverables may be provided electronically and are deemed received upon transmission to the Client’s registered email address.

Article 24 – Language  

This agreement is written in English. In case of translation, the English version prevails.

Article 25 – Entire Agreement  

This document and accepted quotations constitute the entire agreement and supersede any prior communication or understanding.

Article 26 – Survival  

Provisions on confidentiality, liability, indemnification, and dispute resolution survive contract termination.

Article 27 – Governing Law and Dispute Resolution  

27.1 These Terms are governed by the laws of the State of Idaho, United States.
27.2 Jurisdiction and venue: Sandpoint, Idaho.
27.3 Disputes shall first be resolved through good-faith negotiation, then mediation, and if unresolved, by binding arbitration under the rules of the American Arbitration Association (AAA).
27.4 The arbitration language shall be English.

Article 28 – Revisions and Updates  

iCertifi may update these Terms periodically. The latest version published on www.icertifi.com

supersedes prior versions. Notice of material updates will be provided to active Clients.

Article 29 – Execution and Acceptance  

29.1 These Terms may be accepted by signature, electronic confirmation, or acceptance via iCertifi’s digital platforms (including RepStore or iVault).
29.2 Acceptance constitutes full and binding agreement.