General Terms and Conditions (GTC) of Skribble

Between Skribble Inc., Förrlibuckstrasse 190, CH-8005 Zurich, Switzerland (“Skribble”) and you as a customer (“You” or “Customer”) the following applies:

A – General Terms

1. Scope of application and conclusion of contract

1.1. These GTC are applicable to all services (hereinafter “Skribble Services”) that Skribble provides to the Customer via their e-signing-platform (hereinafter “Online Platform”).

1.2. The Customer agrees to these GTC by concluding a contract with Skribble via the Online 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 (hereinafter “Customer Contract”). 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.

1.3. For the use of certain services, the Customer must accept additional conditions of the trust service provider. The use of the Skribble Services by the System Users is governed by separate Terms of Use for System Users and the conditions of the trust service provider.

2. Customers and System Users

2.1. Customer: A Skribble Customer may be a legal entity or a natural person, who has entered into a Customer Contract with Skribble.

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.

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 in the sense of a principal service under the Customer Contract. 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 12.2) 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 remuneration per Seat already paid for the current Plan will be credited pro rata and on a daily basis to the remuneration 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 daily basis and on a pro rata 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.

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 6.3).

4.6. In the case of the Plans “Team” and “Pro”, the Customer determines the number of Seats he/she wishes 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 remuneration 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. The Customer allocates the Seats purchased by it to its System Users (one Seat per System User). The number of Seats may exceed the number of System Users, i.e. unallocated Seats are possible.

4.8. 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, it must make this adjustment in its Customer Account in good time and before the start of the new Plan Term.

4.9. 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.

4.10. 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.

Additional Skribble Services

4.11. In addition to the Seats, the Customer may obtain individual advanced electronic signatures (AES) and qualified electronic signatures (QES) and, at the Customer's request, other supplementary services (e.g., setup, training, 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 services with different trusted partners meeting the requirements of the ZertES and/or eIDAS.

5.2. In order to sign documents with a simple electronic signature (SES), only the access to the System User's email address is verified.

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. Insofar as Skribble makes third-party services (including trust service providers / certification authorities / providers of electronic identities) accessible within the scope of Skribble Services, their availability as well as the quality requirements for such third-party services are governed by the provisions applicable to the respective third-party services. Skribble shall inform the Customer of the applicable provisions unless the Customer enters directly into a contractual relationship with the third party. 

5.5. Skribble endeavours to offer the Skribble Services on a continuous basis. However, Skribble is not responsible for the Skribble Services being available always. Skribble may temporarily restrict the availability if this is necessary, for example, in view of capacity limits or the security and integrity of the servers or for carrying out technical maintenance or repair work, and if this serves the purpose of providing or improving the Skribble Services properly (maintenance work). In doing so, Skribbles endeavours to accommodate the interests of the Customers or the System Users respectively.

B - Right of use and intellectual property

6. Right of use

6.1. The right to use the Skribble Services shall arise upon the full payment of the initial fee by the Customer and shall continue to exist as long as the Customer has continued to pay the fee owed until the due date.

6.2. The right to use the Skribble Services shall enable System Users to a use of the Skribble Services that is intended, non-exclusive, limited to the term, non-transferable and not sub-licensable to the extent subscribed to by the Customer.

6.3. With regard to the unlimited number of simple electronic signatures (SES) available to the Customer, the Customer is obligated to use them in a manner that is not excessive, i.e., typical for business and/or average private use. Excessive use of simple electronic signatures (SES) is deemed to be the use of more than 1,000 signatures per Customer (i.e. across all Seats) and Plan Term.  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) available or discontinuing the provision of Skribble services.

6.4. Unless otherwise agreed with Skribble in writing, this section 6. conclusively regulates the use of the Skribble Services. Any further use of the Skribble Services is not permitted.

7. Intellectual Property

7.1. By opening a Customer Account, the Customer acknowledges that the rights to the Skribble platform belong to Skribble (or Skribble's contractual partners respectively).

7.2. The Customer is not permitted to copy the contents of the Skribble Services in whole or in part, 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

8. User fees and other charges

8.1. The Customer undertakes to pay the agreed remuneration. 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 any value-added tax and expenses.

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

8.3. If Skribble provides the Customer with supplementary services for a fee, the Customer undertakes to pay the defined fee (e.g., charges for equipment, training etc.).

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

9. Payment terms

9.1. Skribble is entitled to invoice the remuneration 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. Payment for Seats purchased under the Plans “Individual”, “Team” and “Pro” and other Skribble Services purchased at the time the Customer Contract is entered into are generally due in advance at the time the Customer Contract is entered into and thereafter at the beginning of each new Plan Term. The prices for electronic signatures or additional Skribble services ordered individually during the Plan Term must be paid at the end of the Plan Term or if subscription limits to be set by Skribble are exceeded.

9.2. 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 as electronic debits or transfers or electronic collection from the specified account or as a debit to the specified account. Billing information and method of payment can be viewed and changed at any time in the Customer's Account.

9.3. 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 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.

9.4. In the case of chargeable supplementary services (e.g. for setup, training, etc.), Skribble may issue invoices. Unless agreed otherwise in writing, invoices must be paid in full within 14 days of the invoice date.

9.5. 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.

10. Exclusion of offsetting

10.1. No party shall be entitled to offset payment obligations with claims against the other party.

D - Customer obligations and warranties

11. Customer’s obligations and warranties

11.1. The Customer undertakes to settle the fees owed to Skribble within the payment period.

11.2. 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 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.

11.3. 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.

11.4. 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 User 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, bandwith or latency that may affect the System User's access or use of the Skribble Services.

11.5. 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 defect.

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

11.7. 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 contract and the use of the Skribble platform. 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

12. Conclusion of contract, duration and termination

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

12.2. 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.

12.3. At the end of a Plan Term, the Plan Term shall be automatically extended by successive periods equal to the original Plan Term (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 contract can be terminated at the end of a Plan Term or at a time agreed in the Customer Contract that deviates from this.

12.4. Extraordinary terminations may be made earlier than at the end of a contract term in accordance with the following rules:

• with immediate effect in accordance with the provisions set out in Section 12.5.;
• on the date pursuant to Section 19.1. if the Customer exercises their special right of termination in the event of amendments to the GTC.
• with immediate effect if a trust service provider (“Certification Authority”) 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; in this case, Skribble has the alternative of temporarily interrupting the provision of the service after notifying the Customer thereof.

12.5. Skribble may terminate this contract at any time with immediate effect or interrupt the provision of its service after notifying the Customer thereof 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.

13. Suspension of the contractual relationship or the access to the Skribble Services respectively

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

13.2. Immediate termination for good cause (Section 12.5.) shall also remain possible even if Skribble has already suspended access to the Skribble Services.

14. Effects of contract termination

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

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

F - Data protection

15. Data Protection

15.1. For all information on the handling of Customer and System User data, Skribble refers to its privacy policy .

15.2. The Customer represents and warrants that he and the System Users comply with all legal and administrative requirements and observe the provisions of data protection laws when processing personal data of the Customer.

15.3. Furthermore, the Customer shall ensure that System Users are authorized to forward personal data and documents to Skribble and to make them available for processing in accordance with the Customer Contract.

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

15.5. The Parties shall conclude a separate order processing agreement.

G - Liability

16. Liability

16.1. Independent of the reason for liability (contractual, non-contractual, breach of warranty, etc.) and independent of the number and point in time of the occurrence of the damaging events, Skribble shall be liable to the Customer (including authorised System Users) for the direct and immediate damages that Skribble has verifiably and culpably caused the Customer as a result of or in connection with the Customer Contract up to a maximum and total amount of CHF 1 million (one million Swiss francs).

16.2. Skribble's liability for other or further damages, for indirect, special, incidental or consequential damages, loss of profit, loss of use, unrealised savings, loss of earnings, interruption of operation or production, loss of data and loss of reputation, for whatever reason, is excluded.

16.3. Skribble excludes any liability for damages caused mainly or exclusively in connection with the services of the trust service provider, the certification authority or the provider of electronic identities if there is a contract between the Customer or the System User and the trust service provider, or if the Customer or System User can claim the damage directly from the trust service provider, the certification authority or the provider of electronic identities. Otherwise, Skribble's liability for the aforementioned damages is limited to CHF 5,000.00 for the entire duration of the contract.

16.4. Skribble furthermore excludes any liability for damages caused mainly or exclusively by the Customer or System User, such as non-compliance with the Terms of Use for System Users by the System Users, damages due to 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 damages resulting from a lack of access security on part of the System User.

16.5. Skribble excludes any liability for damages that could arise on the basis of a lack of availability of the Skribble Services.

16.6. The above liability provisions also apply with regard to the liability of Skribble for other auxiliary persons and legal representatives.

16.7. Skribble shall be liable without limitation on any legal grounds whatsoever in case of intent or gross negligence, in the event of negligent or intentional injury to life, limb, or health, or due to mandatory liability such as under the Product Liability Act.

17. Indemnification

17.1. If a third party disputes the ownership and/or user rights to the Skribble Services, Skribble undertakes to indemnify the Customer and their System Users from all claims arising as a result of the use of the Skribble Services by the Customer and the System Users without restriction, to defend them in such claims and to pay damages to the Customer (including for reasonable costs of legal defence).

17.2. The Customer undertakes to indemnify Skribble and its representatives, employees and auxiliary persons from all claims arising as a result of the use of the Skribble Services by the Customer and the System Users without restriction, to defend them in such claims and to pay damages to Skribble (including for reasonable costs of legal defence). This applies, in particular (but not exclusively), to the following cases: (a) the breach or violation of a provision of this contract, in particular the misuse of Skribble Services; (b) the breach of the provisions of a trust service provider, a certification authority or a provider of electronic identities; (c) the breach or violation of the applicable law and/or the breach of rights of third parties.

17.3. The Party aggrieved shall immediately inform the other Party if a third party asserts such claims. The Parties shall consult each other with regard to the defence against claims. The Parties shall support each other reasonably in the defence and shall inform each other about the course of the proceedings regularly and without delay.

18. Force majeure

18.1. Skribble 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.

18.2. In particular, natural events of special intensity (avalanches, floods, landslides, etc.), warlike events, riots, unforeseeable administrative restrictions and pandemics are considered force majeure.

18.3. If Skribble is unable to fulfill its contractual obligations, the fulfillment of the contract or the date for the fulfillment of the contract shall be postponed in accordance with the event that occurred. Skribble shall not be liable for any damages incurred by the Customer due to the postponement of the fulfillment of the contract.

H - Miscellaneous

19. Modification of services and contractual conditions

19.1. 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) and the adjustment of prices or conditions of third-party providers (in particular, trust service providers) do not entitle the Customer to terminate.

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

19.3. Otherwise, the Customer Contract can only be amended in writing with the mutual consent of both Parties.

20. Written form

20.1. “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 (electronic with at least advanced or qualified electronic signature).

21. References

21.1. Unless expressly mentioned in the Customer Contract or communicated to Skribble in writing, the Customer authorises Skribble to use their name, trademark and logo for commercial references in any form and on any medium for the duration of the Skribble Services and for a period of two years thereafter.

22. Non-disclosure

22.1. All employees sign a declaration of non-disclosure and undertake to keep secret confidential information and to use it exclusively within the scope of the aforementioned activity for the company and for no other purposes.

22.2. If a Customer is subject to official, professional or banking secrecy respectively, the undersigned expressly undertakes to observe the resulting confidentiality requirements at all times.

23. Prohibition of transfer of rights

23.1. The Customer may only transfer the rights and obligations arising from this contract to Third Parties with the prior written consent of Skribble.

24. Severability

24.1. Should individual provisions or parts of these GTC prove to be void or ineffective or incomplete, this shall not affect the validity of the remaining legal relationship based on these GTC. The invalidity and/or incompleteness of one provision shall not affect the validity of the other provisions.

24.2. The invalid, ineffective and/or incomplete provision shall be replaced by a legally valid replacement provision which comes as close as possible to the invalid or incomplete provision.

25. Applicable law and place of jurisdiction

25.1. The legal relationship between you and Skribble existing under these GTC is subject to Swiss law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11th April 1980.

25.2. The exclusive place of jurisdiction for all disputes relating to these GTC is Zurich, Switzerland. However, Skribble is entitled in any case to appeal to the court at the Customer's place of business.

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