General Terms and Conditions (GTC) of Skribble

The following applies to you as customer (You or Customer) of the Skribble e-signing-platform (Skribble Service)and Skribble AG, Förrlibuckstrasse 190, 8005 Zurich, Switzerland, respectively Skribble Deutschland GmbH, Pforzheimer Straße 128a, 76275 Ettlingen, Germany (Skribble):

A – General Terms

1. Scope of Application and contract exclusions

1.1. These GTC are applicable to all the services that Skribble provides to the Customer.

1.2. If you are a Customer with domicile or registered office in Switzerland or outside the EU, you are entering into a legal relationship with Skribble AG, Bahnhofstrasse 3, 8001 Zurich. If you are a customer with domicile or registered office in the EU, you enter into a legal relationship with Skribble Deutschland GmbH, Pforzheimer Straße 128a, 76275 Ettlingen, Germany.

1.3. The Customer agrees to the application of these GTC by accepting Skribble’s offer, by signing the cover sheet of the contract or by concluding a contract through the Skribble Service, which results in a Customer Contract between the Customer and Skribble. Any legal conditions which the Customer may wish to apply in addition are hereby rejected and shall therefore not apply. An explicit deviating regulation is reserved if both parties sign it.

1.4. The use of the Skribble Service by the System Users is governed by separate provisions (see Section B.3.).

2. Subject Matter

2.1. In order to sign a document electronically in an advanced or qualified manner, a strong authentication of the signatory and a signature created by a certified service, a certification authority, are required.

2.2. The Skribble Service will integrate these two components into its service with various trusted partners who meet the requirements of ZertES and/or eIDAS, in order to create qualified electronic signatures (QES) and advanced electronic signatures (AES) in the simplest possible way.

B - Legal Relationships

1. Customers and System Users

1.1. Customer: May be a legal entity or a natural person.

1.2. System Users: System Users are natural persons who are authorised to use the Skribble Service in accordance with the Terms of Use and who have been identified by the Customer as being authorised to use the Skribble Service.

2. Accounts

Skribble Service provides the following accounts:

2.1. Customer Account for Customers (access from dedicated account managers to the Skribble Service, for the Customer)

2.2. User Account for System Users.

3. Customer Agreement and Terms of Use

Skribble Service provides the following accounts:

3.1. The Customer as the owner of a Customer Account has a contractual relationship with Skribble with the Customer Contract.

3.2. System Users must accept the Terms of Use and the Privacy Policy of Skribble, as well as the terms of the provider of certification services, in order to be able to use the Skribble Service.

C - Services by Skribble

1. Skribble Service

1.1. Skribble undertakes to provide the Skribble Service under the Customer Contract. The services as well as the conditions of use are described in the Customer Contract.

2. Warranty

2.1. An insignificant defect shall not constitute a warranty claim; Section C.2.2. shall apply in addition. If warranty claims exist, Skribble shall have the choice of the type of subsequent performance. A statute of limitation of one year from the transfer of risk shall apply, whereby the statute of limitation shall not begin to run again if Skribble makes a replacement delivery within the scope of the liability for defects.

2.2. In addition to Clause C.2.1., the following shall apply: If Skribble forwards services or content from third parties within the scope of the Skribble Service, any warranty of Skribble is hereby excluded in its entirety. However, Skribble forwards to the Customer those warranties which Skribble receives from third parties with regard to such services. Skribble has no further warranty obligations.

D - User Access

1. User access to the Skribble Service

1.1. After entry into force of the Customer Contract, Skribble shall provide the Customer with the access data for the Customer Account, which enables the Customer to create User Accounts and activate System Users.

2. Increase or reduction of services

2.1. The Customer can request additional services at any time against the payment of additional usage fees.

2.2. The reduction of the services is determined by the subscription of the Customer.

E - Data

1. Confidentiality and Data Protection

1.1. Skribble’s Privacy Policy describes in detail how the data is used on the Skribble Service, local devices, and mobile devices.

2. Data Collection

2.1. The Customer must provide the information specified in the Customer Contract or on the Skribble Service platform. Skribble does not use user data for marketing purposes.

F - Right of use and intellectual property

1. Right of use

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

1.2. The right to use the Skribble Service shall enable System Users to an intended, non-exclusive, limited to the term, non-transferable and not sub-licensable use of the Skribble Service as agreed upon with the Customer.

1.3. Unless otherwise agreed in writing with Skribble, this section F.1. conclusively regulates the use of the Skribble Service. Any further use of the Skribble Service is not permitted.

2. Intellectual Property

2.1. By opening a Customer Account, the Customer acknowledges that the rights to the Skribble Service platform belong to Skribble (or Skribble’s contractual partners).

2.2. The Customer is not permitted to copy the contents of the Skribble Service in whole or in part, to distribute it further, 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 Service.

G - Fees, Invoicing, Payment Terms

1. User fees and other charges

1.1. Upon conclusion of the contract, the Customer undertakes to pay the agreed fees.

1.2. 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.).

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

1.4. Skribble reserves the right to increase usage fees. Skribble will announce such increases appropriately and well in advance. The Customer has the right to terminate the Customer agreement at the time at which the increase of the user fees becomes effective according to the date of notification by Skribble, if the Customer declares this in writing to Skribble within 14 days after receipt of the notification.

2. Payment terms

2.1. Unless otherwise agreed in writing, invoices must be paid in full within 14 days of the invoice date. After expiry of this payment period, the Customer shall be in default without further ado.

2.2. Unless otherwise notified by Skribble, prices quoted by Skribble are always exclusive of any value added tax or expenses.

3. Exclusion of offsetting

3.1. Neither party shall be entitled to offset payment obligations with claims against the other party.

H - Customer obligations

1. Customer obligation

1.1. The Customer shall pay the fees owed to Skribble within the payment period.

1.2. The Customer shall ensure that the information provided to Skribble is up-to-date, accurate and complete.

1.3. The Customer warrants that no information or content uploaded by System Users to the Skribble Service breaches the rights of third parties or applicable laws or regulations, including (but not limited to) copyrights, personal rights, or other rights of third parties.

1.4. The procurement, installation, maintenance and operation of any necessary software and hardware shall be the sole responsibility of the System User. Skribble is in no way 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 Service.

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

1.6. The Customer undertakes to indemnify Skribble and its representatives, employees and auxiliaries from all claims arising from the use of the Skribble Service by System Users without restriction and to defend them against such claims and to pay damages to Skribble (also for reasonable costs of legal defence). This applies in particular (but not only) to the following cases: (a) infringement of or violation of any provision of this Agreement, in particular misuse of the Skribble Service; (b) infringement of or violation of the applicable law and/or violation of the rights of third parties.

1.7. The Customer shall comply with the warranties set out in clause H.2..

2. Customer warranties

2.1. The Customer represents and warrants to comply with and to actively enforce the Terms of Use in relation to System Users.

I - Conclusion of contract, duration, termination, suspension

1. Conclusion of contract, duration and termination

1.1. The contractual relationship begins with the conclusion of the Customer Contract.

1.2. The duration of the subscription results from the Customer Contract.

1.3. Unless otherwise agreed in the Customer Contract, the duration of the subscription shall be automatically extended by further consecutive periods corresponding to the original subscription (e.g., if the Customer has an annual plan, the subscription shall be extended by a further 12 months; if the Customer has a monthly plan, the subscription shall be extended by a further month). The contract can be terminated at the end of a subscription period or at the time agreed in the Customer Contract.

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

1.4.1. with immediate effect, in accordance with the provisions of Section I.1.5.;

1.4.2. one the date in accordance with Clause G.1.4. if the Customer exercises his special right of termination in the event of increases in remuneration unilaterally declared by Skribble;

1.4.3. on the date pursuant to Section J.2.2. if the Customer exercises the special right of termination in the event of amendments to the GTC pursuant to Section J.2.2.;

1.4.4. with immediate effect if a certification authority terminates its contractual relationship with Skribble or fails to perform its services, and 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.

1.5. Skribble may terminate this contract at any time with immediate effect or interrupt the provision of the service after notifying the Customer if the Customer or his System Users have violated essential provisions of the Customer Contract and 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 payment of remuneration, this shall be deemed a breach of a material provision of the Customer Contract.

2. Suspension of the contractual relationship or of the access to the Skribble Service

2.1. Skribble is entitled to suspend or to restrict the access of System Users to the Skribble Service:

2.1.1. if the Customer is in default with the payment obligations;

2.1.2. if System Users of the Customer repeatedly violate the Customer Contract or the Terms of Use, in particular the provisions in Section G.2. of these GTC, insofar as Skribble has informed the Customer of the possibility of suspension in the event of repetition;

2.1.3. if the undisturbed operation of the Skribble Service is endangered due to circumstances within the Customer’s sphere of control.

2.2. Immediate termination for good cause (clause I.1.5.) remains possible even if Skribble has already suspended access to the Skribble Service.

3. Effects of contract termination

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

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

J - Miscellaneous

1. Liability

1.1. Skribble shall be liable for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses in accordance with the provisions in clauses J.1.2. - J.1.3. Any other liability of Skribble shall be excluded.

1.2. Skribble shall be liable without limitation on any legal grounds whatsoever

1.2.1. in case of intent or gross negligence,

1.2.2. in the event of negligent or intentional injury to life, limb, or health,

1.2.3. due to mandatory liability such as under the Product Liability Act.

1.3. If Skribble negligently violates an essential contractual obligation, the liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability is assumed in accordance with Clause J.1.2. Essential contractual obligations are, for example, obligations for the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely. Essential contractual obligations are then those which the contract imposes on Skribble with the aim of precisely favouring the achievement of the purpose of the contract.

1.4. The above liability provisions shall also apply with regard to the liability of Skribble for its vicarious agents and legal representatives.

1.5. Skribble is neither a provider of certification services nor a certification authority within the meaning of the Federal Electronic Signature Act (ZertES). Nor is Skribble a (qualified) 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). Skribble therefore excludes any liability for damages caused mainly or exclusively in connection with the services of the certification service provider or the certification authority.

1.6. Skribble is not a provider of electronic identities. Skribble therefore excludes all liability for damage caused mainly or exclusively in connection with the services provided by the provider of electronic identities.

1.7. Skribble then excludes any liability for damages caused mainly or exclusively by the Customer, such as damages due to incompatibility of the end devices used by the user with the system operated by Skribble, interruption of data transmission from the provider of the user to the System User, deactivation of necessary cookies or damages resulting from lack of access security on the part of the user.

1.8. In the event of malfunctions or system failures, Skribble will endeavour to remedy these as quickly as possible. Skribble excludes any liability for damages which might occur to the user due to lack of availability of the Skribble Service.

1.9. Liability for loss of data is limited to the typical effort required to restore the data if backup copies are made regularly and in accordance with the associated risks.

1.10. Insofar as Skribble makes third-party services accessible within the framework of Skribble Service (e.g. certification service provider/registration authority), their availability and the quality requirements for such third-party services shall be governed by the provisions applicable to the respective third-party services. In no case is Skribble liable for disturbances, minor quality and/or interruptions concerning such third-party services.

2. Amendments

2.1. Skribble reserves the right to periodically review these GTC and, if necessary, to amend them at any time and to adapt its services to the new state of the art. Skribble will inform the Customer of these changes in a suitable form (e.g. in writing, by e-mail and/or online at the next login in the Client Account). Skribble shall inform the Customer of the date on which the Customer Contract with the amended GTC continues to apply. Changes to the contract initiated by the Customer will not be made as long as Skribble has not given its formal written consent.

2.2. If amendments to the GTC substantially worsen the legal relationship between the Customer and Skribble, the Customer has the right to terminate the Customer Contract at the point in time at which the amendment to the GTC becomes effective according to Skribble’s notification, provided that the Customer declares this in writing to Skribble within 14 days of receipt of the notification.

2.3. Otherwise, the Customer agreement can only be amended in writing with the mutual consent of both parties.

3. Transfer of Rights

3.1. The Customer may only transfer the rights and obligations arising from this agreement to third parties with the prior written consent of Skribble.

4. Severability

4.1. 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.

4.2. 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.

5. Place of Jurisdiction

5.1. If the Customer Contract was concluded with Skribble AG in accordance with Clause A.1.2., the following shall apply:

5.1.1. The legal relationship between the Customer 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 11 April 1980.

5.1.2. 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.

5.2. If the Customer Contract was concluded with Skribble Deutschland GmbH in accordance with Clause A.1.2., the following shall apply:

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

5.2.2. The exclusive place of jurisdiction for all disputes relating to these GTC is Ettlingen, Germany. However, Skribble is entitled in any case to appeal to the court at the Customer’s place of business.

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