Terms of Use for End Customers of Skribble

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These Terms of Use for End Customers govern the use of the Skribble e-signing-platform ("Skribble Services") by customers ("End Customers") who are authorised to use the Skribble Services through a Skribble authorised distributor ("Distributor").

1. Scope

1.1. The End Customer is authorized to use the Skribble Services on the basis of a contract ("Main Contract") with a Distributor. The Main Contract is concluded between the Distributor and Skribble AG, Talacker 21, 8001 Zurich, Switzerland ("Skribble Switzerland") or Skribble Deutschland GmbH, An der Raumfabrik 29, 76227 Karlsruhe, Germany ("Skribble Germany") (hereinafter jointly referred to as "Skribble"). These Terms of Use for End Customers enter into force between the End Customer and Skribble Switzerland or Skribble Germany (depending on the Main Contract) as soon as Skribble activates the Skribble Services for the End Customer.

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

1.3. These terms of use do not regulate the scope of the services. These are circumscribed in the Main Contract.

2. 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 End Customer as authorised to use the Skribble Services. In general, System Users are internal or external employees of the End Customer.

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 End 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 End Customers and User Accounts for System Users.

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

4. Skribble Services

4.1. 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.

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

4.3. 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). 

4.4. 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 End Customer of the applicable provisions unless the End Customer enters directly into a contractual relationship with the third party. 

5. Availability of the Skribble 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 End Customers or the System Users respectively.

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

6. License

6.1. Subject to the terms of the Main Contract and these Terms of Use, Skribble hereby grants to the End Customer a personal, limited, non-exclusive, non-transferable, non-sublicensable license to use the Skribble Services to the extent subscribed to by the End Customer and approved by Skribble.

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

6.3. The End 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.

7. End Customer's Obligations

7.1. The End Customer undertakes to keep the information provided to Skribble up-to-date, accurate and complete. Among other things, the End Customer must keep the User Accounts up-to-date and remove a System User from the End Customer Account after they have left the system.

7.2. The End 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 End Customer Account or to any User Account.

7.3. The procurement, installation, maintenance and operation of any necessary software and hardware within the End Customer's control shall be the sole responsibility of the End 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.

7.4. The End Customer shall endeavour to notify Skribble of any defects or technical malfunctions within a reasonable period of time. In doing so, the End 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.

7.5. The End 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 End Customer bears sole responsibility for providing data, goods, software or technology to the System Users. The End 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.

8. Termination

8.1. Skribble may limit or interrupt the provision of its service hereunder at the request of the Distributor.

8.2. Further, Skribble may limit or interrupt the provision of the Service hereunder

• if the End Customer or its System Users breached essential provisions of the Terms of Use for End Customer, Terms of Use for System Users, or the applicable terms and conditions of the Trust Service Providers, the Authentication Authority, or the Electronic Identity Providers;
• 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 End Customer Contract and/or to perform its services in full ;
• if the undisturbed operation of Skribble is endangered on the basis of circumstances within the End Customer's sphere of risks.

9. Data Protection

9.1. For all information on the handling of End Customer and System User data, Skribble refers to its privacy policy (https://www.skribble.com/privacy/).

9.2. The End 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 End Customer.

9.3. Furthermore, the End 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 End Customer Contract.

9.4. 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 End Customer.

10 Liability

10.1. 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 End Customer (including authorised System Users) for the direct and immediate damages that Skribble has verifiably and culpably caused the End Customer as a result of or in connection with the End Customer Contract up to a maximum and total amount of CHF 1 million (one million Swiss francs).

10.2. 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.

10.3. 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 End Customer or the System User and the trust service provider, or if the End 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.

10.4. Skribble furthermore excludes any liability for damages caused mainly or exclusively by the End 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.

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

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

10.7. 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.

11 Indemnification

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

11.2. The End 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 End 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.

11.3. 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.

12 Force majeure

12.1. Skribble shall not be liable to the End Customer if the provision of the service is temporarily interrupted, restricted in part or in full or impossible due to force majeure.

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

12.3. If Skribble is unable to fulfil its contractual obligations, 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 End Customer due to the postponement of the fulfilment of the contract.

13 Miscellaneous 

13.1. Skribble reserves the right to periodically review these Terms of Use for End Customers, the Terms of Use for System Users as well as the terms and conditions of the trust service provider and provider of electronic identities, to change them at any time if necessary and to adapt its services to the new state of the art. Skribble will inform the End Customer (directly or indirectly through the Distributor) of these changes in a suitable form (e.g. in writing, by e-mail and/or at the next login  into the Customer Account).

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

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

14 Applicable law and place of jurisdiction

 For End Customers of Skribble Switzerland:

14.1. These Terms of Use for End Customers shall be governed exclusively by Swiss law, excluding the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.

14.2. The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms of Use for End Customers is Zurich, Switzerland. However, Skribble is also entitled to appeal to the court at the Customer's domicile. Mandatory or exclusive places of jurisdiction remain reserved.

 For End Customers of Skribble Germany:

14.3. These Terms of Use for End Customers are governed exclusively by substantive German law, excluding the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.

14.4. The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms of Use for End Customers is Karlsruhe, Germany. However, Skribble is also entitled to appeal to the court at the Customer's place of business. Mandatory or exclusive places of jurisdiction remain reserved.

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