General Terms and Conditions (GTC) of Skribble

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The following shall apply between you as a customer ("Customer") of the Skribble e-signing-platform and Skribble AG, Förrlibuckstrasse 190, 8005 Zurich, Switzerland ("Skribble Switzerland") or Skribble Deutschland GmbH, An der Raumfabrik 29, 76227 Karlsruhe, Germany ("Skribble Germany") (both together "Skribble"):

A – General Terms

1. Scope of application and conclusion of contract

1.1. These GTC are applicable to all services ("Skribble Services") that Skribble provides to the Customer via their e-signing-platform ("Skribble Platform"). The Skribble Services also include services provided by subcontractors (e.g. Trust Service Providers, certification authorities, providers of electronic identities).

1.2. The Customer agrees to these GTC by concluding a contract with Skribble via the Skribble Platform, by accepting Skribble's offer or by signing Skribble’s "Service Agreement for Signing Services" whereby a customer contract is concluded between the Customer and Skribble ("Customer Contract").

1.3. Customers with registered seat in Switzerland and/or subscribing to a plan via the URL my.skribble.com enter into the Customer Contract with Skribble Switzerland, whereas Customers with registered seat in Germany or any other country and/or subscribing to a plan via the URL my.skribble.de enter into a Customer Contract with Skribble Germany. Customers who conclude the Customer Contract with Skribble Germany expressly agree with the conclusion of the Customer Contract that §312i paragraph 1 sentence 1 numbers 1 to 3 and sentence 2 BGB is not applicable.

1.4. Any contractual conditions that the Customer may wish to apply in addition are hereby rejected and shall therefore not apply. An express deviating regulation is reserved if both Parties sign such a regulation.

1.5. These GTC form an integral part of the Customer Contract. Any deviating provisions in the Customer Contract shall take precedence over the GTC.

1.6. For the use of certain services, the Customer must accept additional conditions of the respective Trust Service Provider and electronic identity provider. Skribble is not a party to the relevant contract between the Customer and the respective Trust Service Provider. The use of the Skribble Services by the System Users is governed by separate Terms of Use for System Users.

2. Customers, System Users and Trust Service Providers and Seats

2.1. Customer: Skribble Customer is the company  or natural person who has entered into a Customer Contract with Skribble. Skribble Services are offered exclusively to traders in accordance with §14 of the German Civil Code (BGB) and expressly not to consumers (in accordance with §13 BGB).

2.2. System User: A System User is a natural person authorised to use the Skribble Services in accordance with the Terms of Use for System Users and identified by the Customer as authorised to use the Skribble Services. In general, System Users are internal or external employees of the Customer.

2.3. Trust Service Provider: A Trust Service Provider is an issuer of certified advanced electronic signatures (AES), qualified electronic signatures (QES) and/or electronic seals that has been audited by a supervisory authority. Skribble obtains third-party services from such Trust Service Providers for the creation of AES, QES and seals.

2.4. Seats: Seats grant individual System Users access to Skribble Services on the Skribble Platform. In each Plan the Customer purchases a certain number of Seats. The Customer can assign a Seat to any System User. Only one System User can be added to a Seat at the same time, however the Customer can reassign Seats at any time. The number of Seats may exceed the number of System Users, i.e. unallocated Seats are possible.

3. Accounts

3.1. Skribble provides the following accounts: Customer Accounts for Customers and User Accounts for System Users.

3.2. After the Customer Contract comes into force, Skribble provides the Customer with access data for the Customer Account, which enables them to create User Accounts or activate System Users respectively.

4. Skribble Services

4.1. Skribble commits to the Customer to provide the Skribble Services. The specific Skribble Services obtained by the Customer as well as the conditions of use shall be set forth in the Customer Contract or displayed to the Customer upon conclusion of the Customer Contract via the Online Platform as part of the order and subsequently in the Customer Account.

Plans

4.2. The Skribble Services are offered to the Customer in the form of Plans ("Individual", "Team" and "Pro"), and the Customer chooses one of these Plans at a time.

4.3. The Customer may at any time during the Plan Term (as defined in clause 13.2) switch to a higher Plan (hereinafter referred to as "Upgrade"), i.e. from "Individual" to "Team" or from "Team" to "Pro". An Upgrade during the Plan Term will result in automatic termination of the current Plan Term and the commencement of a new Plan Term under the new Plan on the date of the Upgrade. The price per Seat already paid in advance for the current Plan (see below) will be credited pro rata and on a daily basis to the fee to be paid for the new Plan. The signature volume available to the Customer under the current Plan up to the time of the Upgrade will be calculated on a pro rata and an up to date basis (i.e., total signature volume over the entire Plan Term divided by the number of days of the entire Plan Term multiplied by the number of days of the current Plan Term up to the time of the Upgrade). Signatures that the Customer has over-subscribed up to this point will be billed to the Customer in addition and at the price of the individually subscribable signatures. Signatures not used under the current Plan will expire at the time of the Upgrade.

4.4. The change to a lower Plan (hereinafter "Downgrade"), i.e. from "Pro" to "Team" or from "Team" to "Individual", is only possible at the end of a Plan Term, subject to a notice period of 30 days before the end of the respective Plan Term.

Seats

4.5. In the case of the Plans  "Team" and "Pro", the Customer may purchase a certain number of Seats, each of which contains a certain number of advanced electronic signatures (AES) and qualified electronic signatures (QES) per Seat and Plan Term. The number of Seats that can be purchased is unlimited for the Plans "Team" and "Pro". The Plan “Individual” contains only one Seat. All Plans include an unlimited number of simple electronic signatures (SES) (see also Section 5.4).

4.6. In the case of the Plans "Team" and "Pro", the Customer determines the number of Seats they wish initially when concluding the Customer Contract. Additional Seats can be added at any time during the term of the Plan. When additional Seats are added, both the number of signatures available to the Customer and the fee due for the additional Seats are calculated on a pro rata basis and on to the day in relation to the current Plan Term. A reduction in the number of Seats is only possible at the end of a Plan Term.

4.7. In the event of automatic renewal of the Customer Contract at the end of the respective Plan Term, the number of Seats included in the new Plan Term shall be based on the number of Seats existing at the end of the Plan Term. If the Customer wishes to increase or reduce the number of Seats for the new Plan Term, they must make this adjustment in their Customer Account in good time and before the start of the new Plan Term.

4.8. If the signatures available within a Seat are used up, the available signatures of the other Seats are automatically accessed and deducted from their quota. If all signatures of all Seats are used up, the Customer must either add another Seat or order and pay for additional individual signatures.

4.9. Unused signatures expire at the end of the Plan Term. At the beginning of the new Plan Term, the entire number of signatures according to the number of Seats purchased by the Customer shall be available to the Customer.

Validation and Conversion Service

4.10. The Customer can purchase Validation and Conversion Services based on an annual fee as defined in the Customer Contract. A certain number of monthly credits is included in the annual fee. Once the monthly credits are used up, the Customer has to pay for additional credits. At the beginning of each month the total number of credits is available to the Customer again. Credits cannot be transferred from one month to the next and unused credits expire at the end of each month. The amount of monthly credits can be adjusted at the end of each Plan Term.

Additional Skribble Services

4.11. In addition to the Seats, the Customer may obtain individual advanced electronic signatures (AES) and qualified electronic signatures (QES) as well as, at the Customer's request, other supplementary services (e.g., setup, training, single sign-on (SSO), company branding, etc.).

5. Use of the Skribble Services

5.1. In order to sign documents with a qualified electronic signature (QES) or an advanced electronic signature (AES), an authentication of the signatory and a signature created by a certified service or Trust Service Provider is required. Skribble integrates these components into its Skribble Services with different trusted partners meeting the requirements of the ZertES and/or eIDAS.

5.2. When signing documents with a simple electronic signature (SES), the signatory is authenticated solely by the fact that they have access to the email address to which the invitation to sign was sent. No further verification of identity takes place.

5.3. Skribble is neither a Trust Service Provider nor a certification authority within the meaning of the Swiss Federal Electronic Signature Act (ZertES). Nor is Skribble a Trust Service Provider within the meaning of the Regulation of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market (eIDAS No. 910/2014).

5.4. With regard to the unlimited number of simple electronic signatures (SES) and/or seats available to the Customer, the Customer is obliged to use them in a manner that is not excessive, i.e., typical for business and/or average private use. Skribble may monitor Customer's usage behavior at its sole discretion and reserves the right to notify Customer in the event of excessive usage and to take appropriate and reasonable measures at the same time. Such measures include, but are not limited to, limiting the number of simple electronic signatures (SES) and/or Seats available or discontinuing the provision of Skribble Services.

6. Availability of Skribble Services

6.1. Skribble endeavours to ensure the highest possible availability of the Skribble Services. However, constant availability of the Skribble Services cannot be guaranteed.  Skribble Services for which no other service level has been agreed shall be provided on a "Best Effort" basis. "Best effort" means that Skribble shall endeavour to provide the service or rectify the fault in an appropriate and economically reasonable manner with the resources available to it, without, however, guaranteeing compliance with a quality that goes beyond this or compliance with certain times.

6.2. Skribble may temporarily restrict availability if this is necessary, for example, with regard to capacity limits or the security or integrity of the servers or to carry out technical maintenance or repair work and this serves the purpose of properly providing or improving the Skribble Services (maintenance work). Skribble shall endeavour to take into account the interests of the Customers or System Users.

B - Right of use and intellectual property

7. Right of use

7.1. Skribble grants the Customer a non-exclusive, non-transferable, non-sublicensable right, limited to the term of the Customer Contract, to use the Skribble Services as intended by itself and its System Users to the extent agreed in the Customer Contract.

7.2. The right to use the Skribble Services shall arise upon full payment of the initial fee by the Customer and shall remain in force as long as the Customer pays the further fees owed within the respective payment periods.

7.3. Unless otherwise expressly agreed between the Parties in writing, this Section 7. conclusively regulates the use of the Skribble Services. Any further use of the Skribble Services is not permitted.

8. Intellectual Property

8.1. Unless expressly agreed otherwise in writing by the Parties, the Customer Contract does not provide for any transfer of ownership.

8.2. By concluding the Customer Contract, the Customer recognises that all rights (ownership, copyrights, trademark rights, etc.) to the Skribble Services (including the Skribble Platform) belong to Skribble (or Skribble's contractual partners respectively).

8.3. The Customer is not permitted to copy the contents of the Skribble Services in whole or in part, to decompile the source code or the underlying structure, ideas, know-how or algorithms, to reconstruct it by means of reverse engineering, to distribute it further or to make it accessible via framing or other methods. Under no circumstances is it permitted to publish non-public content of Skribble outside of the Skribble Services.

C - Fees, Invoicing, Payment Terms

9. User fees and other charges

9.1. The Customer undertakes to pay the agreed fees. The prices shown at the time the Customer Contract is concluded and the prices shown for any subsequent orders (e.g. Upgrade, Downgrade, additional Skribble Services) are authoritative. Unless otherwise notified by Skribble, all prices quoted by Skribble are always exclusive of taxes (in particular VAT) and any duties, fees and expenses.

9.2. The price per Seat relates to a specific Plan Term respectively. The fee for further individually obtained signatures shall be owed separately.

9.3. If Skribble provides the Customer with additional services for a fee, the Customer undertakes to pay the defined fee (e.g., charges for equipment, training, single sign-on (SSO), company branding, Signature Validation, etc.).

9.4. There is no entitlement to reimbursement of fees owed or paid.

10. Payment terms

10.1. Skribble is entitled to invoice the fee for the use of the Skribble Services (a) in advance, (b) at the time of subscription, (c) following a subscription or (d) on a recurring basis.

10.2. The Customer must specify a means of payment for the subscription of paid Skribble Services. The Customer authorizes Skribble to store its means of payment and to process regular payments in the form of electronic debits or transfers via the specified means of payment. Billing information and means of payment can be viewed and changed at any time in the Customer Account.

10.3. By purchasing Skribble Services on a recurring basis (Plans "Individual", "Team" and "Pro"), the Customer agrees to make regular payments to Skribble via the selected payment method at the respective intervals during the term of the Customer Contract. Customer has to, if desired, terminate the Customer Contract prior to the next billing date to avoid being charged or billed for continued use of Skribble Services.

10.4. Unless otherwise agreed, the fees for the Seats obtained under the Plans "Individual", "Team" and "Pro" and other Skribble Services obtained upon conclusion of the Customer Contract shall be due in advance at the time of conclusion of the Customer Contract and subsequently at the beginning of each new Plan Term. The fees for electronic signatures or other Skribble Services purchased individually during the Plan Term shall be paid at the end of the Plan Term or if the subscription limits to be set by Skribble are exceeded.

10.5. In the case of chargeable additional services (e.g. for setup, training, single sign-on (SSO), company branding, Signature Validation, etc.), Skribble may issue invoices. Unless expressly agreed otherwise in writing, invoices must be paid in full within 14 days of the invoice date.

10.6. In case of non-payment of purchased services with advance performance obligation or after expiry of the aforementioned payment period, the Customer shall be in default without further ado.

11. Promotional Codes

11.1. Skribble Services on the Skribble Platform can be paid using promotional codes ("Promotional Codes"). Promotional Codes can only be used for the purchase of designated Skribble Services at the time of the distribution of such Promotional Codes. Promotional Codes cannot be accumulated, meaning that only one can be used at a time. The Promotional Code expires after the date as shared at the time of distribution. After that, the total or remaining value of the Promotional Code expires automatically. There is no entitlement to a refund of the total or remaining value, whether by exchange, cash payment, credit to a credit card or otherwise.

D - Customer obligations and warranties

12. Customer’s obligations and warranties

12.1. The Customer undertakes to keep the information provided to Skribble up-to-date, accurate and complete. Among other things, the Customer must keep the payment information, the Customer Account and the User Accounts up-to-date (full names, email addresses and mobile phone numbers) and remove a System User from the Customer Account after they have left the system.

12.2. The Customer undertakes to protect their authentication data against unauthorized access in accordance with the state of the art and to notify Skribble immediately if there is any suspicion of unauthorized access to the Customer Account or to any User Account.

12.3. The procurement, installation, maintenance and operation of any necessary software and hardware within the Customer's control shall be the sole responsibility of the Customer or of the System Users respectively. Skribble shall in no way be responsible or liable for the System User's internet access, including, but not limited to, any problems related to connection speed, bandwidth or latency that may affect the System User's access or use of the Skribble Services.

12.4. The Customer is obliged to notify Skribble immediately of any defects or technical malfunctions. In doing so, the Customer shall take into account the information provided by Skribble for problem analysis within reasonable limits and shall forward to Skribble all information available that is necessary for remedying the faults and defects.

12.5. The Customer assures Skribble that they shall comply with and actively enforce the Terms of Use for System Users in relation to System Users.

12.6. The Customer is aware of the fact that the transfer of goods (goods, software, technology) may be subject to the applicable export control regulations. The transfer of documents to be signed may be subject to export control. The existence of all legally required export licenses is a prerequisite for the execution of this Customer Contract and the use of the Skribble Services. The Customer bears sole responsibility for providing data, goods, software or technology to the System Users. The Customer is considered the exporter and importer (where applicable) of their data, goods, software and technology and acknowledges that Skribble (including the Trust Service Providers) is not involved in the export or import process.

E - Conclusion of contract, duration, termination, suspension

13. Conclusion of contract, duration and termination

13.1. The contractual relationship starts as of conclusion of the Customer Contract.

13.2. The contract term corresponds to the term of a Plan (“hereinafter Plan Term”). This term results from the Customer Contract and is either 1 month or 12 months.

13.3. At the end of a Plan Term, the Plan Term shall be automatically extended by successive periods equal to the original Plan Term, if no notice of termination has been given (i.e., by one additional month or by 12 additional months). The addition of further Seats during the Plan Term does not affect the Plan Term. The Customer Contract can be terminated by both Parties at the end of a Plan Term or at a time agreed in the Customer Contract that deviates from this. The termination must be made either in the Customer Account, by e-mail or in any other text form.

13.4. Extraordinary termination may be declared earlier than at the end of a Plan Term in accordance with the following rules:

• with immediate effect in accordance with the provisions set out in Section 13.5.;
• on the date pursuant to Section 20.1. if the Customer exercises their special right of termination in the event of amendments to the GTC.

13.5. Skribble may terminate this Customer Contract at any time with immediate effect or interrupt the provision of its services after notifying the Customer thereof in whole or in part,

• if the Customer or their System User have violated essential provisions of the Customer Contract and if this violation either cannot be remedied or has not been remedied within a period of 10 days upon request. If the Customer is in default with the fee payment, this shall be deemed a breach of an essential provision of the Customer Contract.
• if a Trust Service Provider terminates its contractual relationship with Skribble or fails to perform its services respectively, and if Skribble is thereby unable to perform its services under the Customer Contract and/or to perform its services in full.

14. Suspension of the access to the Skribble Services

14.1. Skribble is entitled to suspend or restrict the access of the System Users to the Skribble Services:

• if the Customer is in default with the payment of fees;
• if the Customer or a System User violates the Customer Contract or the Terms of Use;
• if the undisturbed operation of the Skribble Services is endangered on the basis of circumstances within the Customer's sphere of risks.

14.2. Immediate termination for cause (Section 13.5.) shall also remain possible even if Skribble has already suspended access to the Skribble Services.

15. Effects of contract termination

15.1. Upon termination of the Customer Contract, Skribble deletes the Customer Account as well as all User Accounts, including data and documents in the User Accounts.

15.2. Unfulfilled payment obligations, as well as rights and obligations that expressly or by their nature remain unaffected by the termination of this Customer Contract, shall survive the termination of this Customer Contract. Skribble is not obliged to reimburse the Customer for any payments already made.

F - Data protection

16. Data Protection

16.1. For all information on the handling of personal data (in particular those relating to the Customer and its System Users), Skribble refers to its separate privacy policy .

16.2. The Customer represents and warrants that they and the System Users comply with all legal and administrative requirements and and comply with the requirements arising from the applicable data protection laws when processing personal data of the Customer.

16.3. Furthermore, the Customer shall ensure that System Users are authorized to forward personal data (in particular those in documents to be signed) to Skribble and to make them available for processing in accordance with the Customer Contract.

16.4. Any information obligations to System Users of third parties or other affected parties who are not direct users of the Skribble Services, but which result from  the documents to be signed, are the responsibility of the Customer.

16.5. The Parties shall conclude a separate data processing agreement ("DPA").

G - Liability

17. Liability

17.1. Skribble shall be liable to the Customer for violations of contract for proven direct and immediate damages up to a maximum and total amount of CHF 500,000 unless Skribble proves that it is not at fault.

17.2. Skribble's liability for other or further damages, for indirect or consequential damages (in particular loss of profit, loss of use, unrealised savings, loss of earnings, interruption of operations or production, loss of data and loss of reputation) as well as claims of third parties, regardless of the legal grounds, is excluded.

17.3. Skribble excludes any liability for damages caused primarily or exclusively in connection with the services of the Trust Service Provider, the certification authority or the provider of electronic identities.  Skribble also excludes any liability for damage caused mainly or exclusively by the Customer or the System Users (e.g. non-compliance with the Terms of Use for System Users by the System Users, damage caused by incompatibility of the end devices or software used by the System User with the system operated by Skribble, interruption of data transmission, deactivation of necessary cookies or damage resulting from a lack of access security on the part of the System User).

17.4. Furthermore, Skribble excludes any liability for damages due to lack of availability of the Skribble Services.

17.5. Skribble shall be liable without limitation for any legal reason in the event of intent or gross negligence, negligent or intentional injury to life, limb or health (personal injury), or due to mandatory liability such as under the Swiss Product Liability Act.

18. Indemnification

18.1. The Customer undertakes to indemnify Skribble and its employees, representatives, subcontractors and vicarious agents without limitation against all legal claims of third parties in connection with the use of the Skribble Services by the Customer and the System Users, to defend Skribble against such claims and to indemnify Skribble (including the associated costs of legal defence and court costs). This applies in particular to the following cases: (a) the breach or violation of a provision of the Customer Contract, in particular the misuse of Skribble Services, (b) the breach of the terms and conditions of a Trust Service Provider, a certification authority or an provider of electronic identities, (c) the violation of applicable law and (d) the violation of the rights of third parties.

18.2. The Customer is obliged to inform Skribble immediately of the assertion of such claims by third parties. The Parties undertake to consult with each other regarding the defence of claims, to support each other in an appropriate manner in the defence and to keep each other informed of the progress of the proceedings on an ongoing basis and without delay.

19. Force majeure

19.1. Skribble shall be temporarily released of its contractual obligations and shall not be liable to the Customer if the provision of the service is temporarily interrupted, restricted in part or in full or impossible due to force majeure.

19.2. In particular, natural events of special intensity (avalanches, floods, landslides, etc.), warlike events, riots, Sabotage, DDOS attacks, hacking, malware, ransomware, power outages, unforeseeable administrative restrictions and pandemics are considered force majeure.

19.3. If Skribble is unable to fulfill its contractual obligations due to a force majeure event, the fulfillment of the Customer Contract or the date for the fulfillment of the Customer Contract shall be postponed in accordance with the event that occurred.

19.4. If adherence to the Customer Contract is objectively unreasonable for the Customer, they shall be entitled to an immediate extraordinary right of termination after a period of 60 days following the occurrence of the force majeure event in question.

H - Miscellaneous

20. Modification of services and contractual conditions

20.1. Skribble reserves the right to change the services and/or the contractual terms (incl. prices and fees as well as the Customer Contract  incl. these GTC and the Terms of Use for System Users) at any time or to discontinue individual services. The Customer will be informed of changes in an appropriate manner (e.g., via e-mail or in the Customer Account). Skribble will notify the Customer in good time in advance of changes that are associated with a significant disadvantage for the Customer (e.g., higher prices, the discontinuation or significant restriction of a service). In such cases, the Customer may terminate the Customer Contract within 14 days of receipt of the notice as of the effective date of the change by notifying Skribble. If the change relates to a specific service, the right of termination applies exclusively to that service. If the Customer fails to give notice, the changes will be deemed accepted. Price adjustments as a result of a change in legal requirements (e.g., an increase in the VAT rate), due to inflation and the adjustment of prices or conditions of third-party providers (in particular, Trust Service Providers) do not entitle the Customer to terminate.

20.2. Skribble reserves the right to periodically review and adapt the DPA in accordance with the provisions of the DPA.

20.3. Any changes or customer-specific ancillary agreements, amendments or additions requested by the Customer require the written consent of Skribble.

20.4. Otherwise, the Customer Contract incl. these GTC can only be amended in writing with the mutual consent of both Parties.

21. Written form

21.1. “Written form” or “in writing” as used in these GTC and the Customer Contract means: (i) handwritten (paper and original signatures) or (ii) with electronic signature (advanced or qualified electronic signature).

22. Right to use as reference

22.1. Unless otherwise agreed in the Customer Contract or unless Skribble is expressly notified to the contrary in writing, the Customer grants Skribble a non-exclusive, non-transferable and non-sublicensable, geographically unlimited right to use its name, trademark and logo for advertising references and other marketing purposes in any form and on any medium for the term of the Skribble Services and beyond for a period of two years.

23. Non-disclosure

23.1. Both Parties undertake to treat as confidential all information that is not generally known and that they learn in connection with the provision of their services under the Customer Contract or about the customers and the business relationships of the other party.

23.2. Skribble, its employees and the auxiliary persons it engages shall not be deemed to be the Customer's auxiliary persons in the criminal sense with regard to special statutory confidentiality obligations applicable to the Customer and shall only be obliged to comply with such confidentiality obligations if this has been explicitly agreed.

24. Assignment of rights and obligations

24.1. The Customer may only assign or transfer the rights and obligations arising from the Customer Contract to third parties with Skribble's prior written consent.

24.2. Skribble may assign and transfer the rights and obligations arising from the Customer Contract to third parties at any time and without the prior consent of the Customer.

25. Compliance with laws, regulations or other provisions

25.1. Both Parties undertake to comply with the laws, regulations and other provisions applicable to them at all times. Unless otherwise agreed in writing, Skribble assumes no responsibility for ensuring that the Skribble Services and other contractual services comply with the laws, regulations and other provisions applicable to the Customer (e.g. banking regulatory requirements).

26. Exclusion of offsetting

26.1. The offsetting of claims is only permitted with the consent of the other Party. In the event of bankruptcy, offsetting by the creditor is possible without consent within the framework of the statutory provisions.

27. Entire Agreement and Severability

27.1. The Customer Contract constitutes the entire agreement between the Parties and replaces all previous agreements, correspondence, declarations, offers, negotiations or arrangements of the Parties relating to its subject matter.

27.2. Should a provision or part of the Customer Contract (including these GTC) prove to be void, invalid, unenforceable or ineffective, this shall not affect the validity of the legal relationship established by the Customer Contract or the other provisions.

27.3. Skribble shall replace the relevant provision or the relevant part of the Customer Contract in the procedure in accordance with Clause 20.1. with a new provision that comes as close as possible to the relevant provision or the relevant part of the Customer Contract. The same applies in the event of a gap in the contract.

28. Entire Agreement and Severability

For Customers contracting with Skribble Switzerland:

28.1. The legal relationship between the Parties under the Customer Contract (including these GTC) shall be governed exclusively by substantive Swiss law, to the exclusion of the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

28.2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between the Parties (i.e. the Customer Contract including these GTC) is Zurich, Switzerland. However, Skribble is also entitled to appeal to the court at the Customer's domicile. Mandatory or exclusive legal jurisdictions remain reserved.

For Customers contracting with Skribble Germany:

28.3. The legal relationship between the Parties under the Customer Contract (including these GTC) shall be governed exclusively by laws of Germany, to the exclusion of the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

28.4. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between the Parties (i.e. the Customer Contract including these GTC) is Karlsruhe, Germany. However, Skribble is also entitled to appeal to the court at the Customer's domicile. Mandatory or exclusive legal jurisdictions remain reserved.

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