General Terms and Conditions (GTC) for Enterprise Customers of Skribble

The following shall apply between you as a customer (Customer) of the Skribble e-signing-platform (Skribble Services) and Skribble AG, Förrlibuckstrasse 190, CH-8005 Zurich, Switzerland (Skribble):

A – General Terms

1. Scope of application and conclusion of contract

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

1.2. The Customer agrees to the application of these GTC by accepting Skribble's offer or by concluding a contract through the Skribble Services, which results in a customer contract (Customer Contract) between the Customer and Skribble. All components of the contract are defined in the Customer Contract. 

1.3. For the use of certain services, the Customer must accept additional conditions of the respective trust service provider and electronic identity provider.

2. Customers and System Users

2.1. 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.

2.2. The use of the Skribble Services by the System Users is governed by separate Terms of Use for System Users, as well as any terms and conditions of the trust service provider and provider of electronic identities that are directly applicable to the System User.

2.3. The Customer is responsible for compliance with the Terms of Use for System Users of its System Users.

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 shall provide 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 Skribble Services in the sense of a principal service under the Customer Contract. The Skribble Services as well as the conditions of use are described in the Customer Contract.

4.2. 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.

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

4.4. 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). 

4.5. 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. Increasing and reducing the Services

5.1. 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.

5.2. Any agreed Service Level Agreement (SLA) shall take precedence.

B - Right of use and intellectual property

6. Right of use

6.1. The right to use the Skribble Services begins from the date agreed in the Customer Contract.

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

8.2. 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.).

8.3. Unless contractually agreed, there is no entitlement to reimbursement of fees owed or paid. 

8.4. Skribble reserves the right to increase user fees. Skribble shall announce such increases appropriately and well in advance. The Customer has the right to terminate the Customer Contract at the time that the increase of the user fees becomes effective according to the date of notification by Skribble if the Customer declares so to Skribble in writing within 30  days after receipt of the notification.

9. Payment terms

9.1. Unless agreed otherwise in writing, invoices must be paid in full within 30 days of the invoice date. After expiry of this payment period, the Customer shall be in default without further ado.

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

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 User Accounts up-to-date 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. 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.

11.5. The Customer shall endeavour to notify Skribble of any defects or technical malfunctions within a reasonable period of time. 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 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 term results from the Customer Contract.

12.2. Skribble may terminate the 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 breached essential provisions of the Customer Contract and if this breach either cannot be remedied or has not been remedied within a period of 20 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; the Customer shall also have the exceptional right of termination by analogy;
• 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.

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 breaches 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 E.12.2.) 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. The Customer may request that the documents remain accessible in the User Accounts for 30 days after termination of the contract so that the System Users can download their documents. 

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 and Order Processing

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.

16. Order Processing

16.1. If the conditions for data processing of personal data are fulfilled, the Customer can request a data processing agreement from Skribble. 

16.2. Skribble reserves the right to charge the customer a processing fee if the Client wishes to deviate from the data processing agreement from Skribble.

16.3. The conclusion of a data processing agreement requires the consent of both parties.

G - Liability

17. Liability

17.1. 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).

17.2. 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.

17.3. 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.

17.4. 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.

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

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

17.7. 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.

18. Indemnification

18.1. 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).

18.2. 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 . This applies to the following cases: (a) breach of a provision of this contract, in particular the misuse of Skribble Services; (b) breach of the provisions of a trust service provider, a certification authority or a provider of electronic identities; (c) violation of the applicable law and/or breach of rights of third parties.

18.3. 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.

19. Force majeure

19.1. 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.

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

19.3. If Skribble is unable to fulfil its contractual obligations due to force majeure, the fulfilment of the contract or the date for the fulfilment 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 fulfilment of the contract.

H - Miscellaneous

20. Amendments

20.1. Any amendment to the Customer Contract or the GTC requires the written consent of the parties. 

20.2. Skribble reserves the right to periodically review the Terms of Use for System Users and to amend them at any time if necessary.

20.3. Skribble reserves the right to amend the conditions of a trust service provider or electronic identity provider if they amend their conditions.

21. Written Form

21.1. For purposes of this Agreement written or in writing shall mean (i) in writing (paper and original signatures) or (ii) minimum the advanced electronic signature.

22. Non-disclosure

22.1. All employees of Skribble (including its group companies) 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, Skribble expressly undertakes to observe the resulting confidentiality requirements at all times.

23. Prohibition of transfer of rights

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

23.2. The Customer is authorised 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 their parent company (majority of votes and majority of shares). The use of Skribble Services by employees of the Customer's group companies expressly does not establish a contractual relationship between Skribble and the Customer's respective group company. Rather, Skribble considers the employees of the group companies as System Users of the Customer.

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 contractual 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 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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