General Terms and Conditions (GTC) for Enterprise Customers 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 the application of 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 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, Trust Services Providers and Seats

2.1. Customer: A Skribble Customer is a 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 via the Skribble Platform as part of the order upon conclusion of the Customer Contract 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", "Scale" or "Custom"), whereby the Customer selects one of these Plans at a time.

Electronic Signatures and Seals

4.3. In the "Scale" and "Custom" plan, the Customer may purchase a certain number of Seats and a certain number of Simple Electronic Signatures (SES), Advanced Electronic Signatures (AES) and Qualified Electronic Signatures (QES) and a certain number of advanced electronic seals ("Seals") for a term of 12 months at a time ("Plan Term"). The Customer may add further Seats during the Plan Term (in accordance with Section 5.4 below).

4.4. If the signatures and/or Seals available during a given Plan Term are used up, the Customer must pay for additional signatures and/ or Seals individually, i.e., additional fees are charged on a pay-per-use basis, as described in the Customer Contract.

4.5. Unused signatures and/or Seals expire at the end of the Plan Term. At the beginning of each new Plan Term, the total number of signatures and/or Seals (according to the previous Plan Term) are available to the Customer again.

Validation and Conversion Service

4.6. 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.

Upgrades / Downgrades

4.7. If the Customer wishes to increase the number of signatures  and/or Seals and/or the number of Seats (as per previous order/subscription) and/or the amount of credits for Validation and Conversion Service from one Plan Term to the next Plan Term, the Customer must notify Skribble prior to the start of the new Plan Term either through the Customer Account, by email, or in another form acceptable to Skribble. During the Initial Contract Term (defined below in Section 13), the number of signatures and/or Seals, the number of Seats and the amount of credits for Validation and Conversion Services cannot be reduced by the Customer. A corresponding reduction is only possible with a prior written request by the Customer for the first time at the end of the Initial Contract Term and thereafter at the end of the respective subsequent 12-month terms subject to a 30-day notice period.

Additional Skribble Services

4.8. The Customer may purchase additional services based on a one-time or annual fee as defined in the Customer Contract (e.g., charges for equipment, onboarding, training, single sign-on (SSO), RA-Agency, 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 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 the 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 the 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 endeavours in an appropriate and economically reasonable manner with the resources available to it to provide the service or rectify the fault, but without guaranteeing compliance with a certain quality 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.

6.3. Any Service Level Agreement (SLA) agreed between the Parties shall take precedence over the provisions of these GTC.

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 opening a Customer Account, the Customer acknowledges that the rights to the Skribble Service (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. Fees for Skribble Services 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 and/or Seals 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 fees for the use of the Skribble Services (a) in advance, (b) at the time of subscription, (c) following subscription or (d) on a recurring basis. 

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

10.3. With the purchase of Skribble Services on a recurring basis ("Scale" and "Custom" Plans), the Customer undertakes to make regular payments to Skribble via the selected payment method at the respective intervals during the term of the Customer Contract. The Customer must, if desired, terminate the Customer Contract before the next billing date so that no further fees are charged or invoiced for the continued use of the Skribble Services.

10.4. Unless otherwise agreed, the fees for the Seats obtained under the Plans "Scale" and "Custom" Plans 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 additional Skribble Services subject to a charge (e.g. for set-up, 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 30 days of the invoice date.

10.6. In the event of non-payment for services purchased with an advance payment 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 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 System Users 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, term, termination, suspension

13. Conclusion of contract, term and termination

13.1. The contractual relationship starts as of the date of the conclusion of the Customer Contract ("Effective Date") unless otherwise specified by the Parties in the Customer Contract.

13.2. The initial contract term is specified in the Customer Contract and is either 12, 24 or 36 months ("Initial Contract Term").

13.3. After expiry of the Initial Contract Term, the Customer Contract is automatically extended by a further 12 months in each case if no notice of cancellation has been given.

13.4. The Customer Contract can be terminated by either Party with a notice period of 3 months to the end of the Initial Contract Term or the subsequent 1-year periods. The termination must be made either in the Customer Account, by e-mail or in any other text form.

13.5. The Customer Contract may be terminated for cause at an earlier date  in accordance with the following rules:

• by either Party if either Party (or in the case of the Customer the Customer or the System User) has breached material provisions of the Customer Contract and this breach either cannot be remedied or has not been remedied within a period of 10 days following a corresponding request by the other Party. If the Customer is in arrears with the payment of fees, this shall be deemed a breach of a material provision of the Customer Contract;
• by Skribble with immediate effect, if a Trust Service Provider terminates its contractual relationship with Skribble or does not provide its services and Skribble is therefore unable to provide the services under the Customer Contract and/or cannot provide them in full. Skribble may choose at its full discretion to instead suspend the provision of the services of the Trust Service Provider to the Customer in whole or in part after notifying the Customer.

14. Suspension of 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 breaches the Customer Contract or the Terms of Use;
• if the undisturbed operation of Skribble Services is endangered on the basis of circumstances within the Customer's sphere of risks.

14.2 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 the Customer Contract, shall survive the termination of the Customer Contract. Skribble is not obliged to reimburse the Customer for any payments already made.

F - Data Protection and Order Processing

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 (https://www.skribble.com/en-eu/privacy/).

16.2. The Customer shall ensure and warrant that it and the System Users fulfil all legal and regulatory requirements when processing personal Customer data and comply with the requirements arising from the applicable data protection law.

16.3. Furthermore, the Customer shall ensure that its System Users are authorised 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 obligations to provide information to third-party system users or other data subjects that are not direct users of the Skribble Services, but that 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 1,000,000 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. 

17.4. 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).

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

17.6. 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 a 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 contract or the date for the fulfillment of the 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 periodically review and adapt the DPA in accordance with the provisions of the DPA.

20.2. Furthermore, Skribble reserves the right to periodically review and adapt the Terms of Use for System Users if necessary.

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, any amendment of either the Customer Contract or these GTC requires the written 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).

21.2. For the ordering of additional signatures, seats or Seals, other additional Skribble Services or any other upgrades by the Customer, e-mail is sufficient if such an order is confirmed by Skribble to the Customer by email.

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 unrestricted right to use its name, trademark and logo for promotional references and other marketing purposes in any form and on any medium for the term of the Skribble Services and for a period of two years thereafter.

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 this 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, including its affiliates at any time and without the prior consent of the Customer.

25. Group companies

25.1. The Customer is authorized to make the Skribble Services available to employees (as System Users) of its group companies. The Customer's group companies are companies that are directly or indirectly controlled by the Customer or its parent company (majority of votes and majority of shares). The use of Skribble Services by the employees of the Customer's group companies expressly does not establish a contractual relationship between Skribble and the respective group company of the Customer. Rather, Skribble regards the employees of the group companies as System Users of the Customer.

26. Compliance with laws, regulations or other provisions

26.1. 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).

27. Exclusion of offsetting

27.1. 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.

28. Entire Agreement and Severability

28.1. The Agreement 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.

28.2. 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.

28.3. The Parties shall endeavor to replace the relevant provision or the relevant part of the Customer Contract 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.

29. Applicable law and jurisdiction

For Customers contracting with Skribble Switzerland:

29.1. 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.

29.2. 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:

29.3. 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.

29.4. 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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