General Terms and Conditions (GTC) - Business use

Important information as of 05.11.2024:We have adapted our General Terms and Conditions (GTC)!

The following GTC apply to business use ("Business" or "Enterprise" license) of sproof sign and are valid from 05.11.2024.

The following GTC apply to the private use of sproof sign ("Private" license): GTC for the private use of sproof sign.

If you have concluded a contract before 05.11.2024, these GTC will continue to apply

### 1. definitions

Electronic signature and electronic seal: refers to an electronic signature or an electronic seal that ensures the authenticity and integrity of the signed data. Electronic signatures are usually applied in PAdES format. The signed data are documents in PDF format.

Identification: refers to the identification of the person signing, which, depending on the required strength, can be done by registering with sproof, by confirming an e-mail address or telephone number or by identifying oneself with a trust service provider.

Quotas: refers to electronic signatures, qualified electronic signatures, seals, validations, etc., which are contractually agreed in an annual quota.

GDPR: refers to the European General Data Protection Regulation.

Business hours: means working days from Monday to Friday from 09:00 to 17:00. The business hours correspond to the support hours.

User: means the contractual partner itself or a natural person clearly designated by the contractual partner who is in an employee or other instruction relationship with the contractual partner and who is authorized to use the software on the basis of a license acquired by the contractual partner.

Qualified electronic signature: refers to an electronic signature that is legally equivalent to a handwritten signature. Qualified electronic signatures are issued by a sproof partner; identification is usually carried out via the telephone number and an official identification document of the respective user as part of an identification procedure.

sproof sign / software: is a service for creating digital signatures and seals and for mapping the associated workflows. Documents can be signed by one person or by several people who have been invited to provide a signature.

Update: refers to a version of the software that contains minor functional changes/improvements or the correction of errors.

Upgrade: refers to the addition of new modules or features to the software.

Contracting party/parties: are sproof and the contractual partner, individually or jointly.

Contractual partner: is the party that concludes a contract with sproof for the use of the software on the basis of these GTC.

Working day: means the days from Monday to Friday, excluding public holidays in Austria.

Access data: means the data assigned to a user, consisting of user name and password, by means of which the user can access or use the software.

Package: A package of purchased user licenses and signature quotas with a standard term of one year, which is managed by a specific user. A package can contain different user licenses, each with a different range of functions.

2. preamble

2.1 The following General Terms and Conditions (GTC) for the use of sproof sign apply to all business relationships between sproof GmbH (Urstein Süd 19/2, 5412 Puch b. Hallein, Austria), hereinafter referred to as "sproof", and its respective contractual partners from the date specified as the date of the GTC. Contractual partners of sproof are exclusively entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB).

2.2. sproof offers a platform for signing digital documents. The services offered by sproof enable users to sign documents and invite other people to sign a document.

2.3 Within the scope of the GTC, sproof provides the contractual partner or users with the software and grants the contractual partner a non-exclusive, non-transferable and non-sublicensable right to use the software (except for use by users).

2.4 Provided that this is the case, the contracting parties agree as follows

4. principles of service provision

4.1. sproof undertakes to comply with the following principles in the course of fulfilling these GTC:

a) The provision of services shall be organized and carried out in accordance with the state of the art, in particular with regard to data security and security of the software against unauthorized interference by third parties (e.g. malware, hacker attacks);

b) Access to the software via the Internet shall be via a secure Internet connection (TLS, state-of-the-art version) using the transmitted access data;

c) sproof shall perform its services while ensuring the best possible continuity of the contractual partner's business operations and shall ensure that no unnecessary interruptions to the client's business operations are caused.

5. rights of use

5.1. sproof grants the contractual partner a non-exclusive, simple right to use the contractual software, which is limited to the term of this contract and cannot be sublicensed or otherwise transferred. The contractual partner shall in any case be entitled to designate one or more users in accordance with the specific agreement.

5.2 This contract does not grant any further rights to the software of the contractual partner or the users. The contractual partner may therefore not decompile, disassemble or otherwise break down the software into its components. The contractual partner may not remove any copyright or trademark notices from the software.

5.3 The right of use refers to the software and the associated documentation as well as other materials necessary for exercising the right of use, such as concepts and descriptions.

5.4 The contractual partner may only use the software for its own internal company purposes. In addition to use for internal signature processes, this expressly includes the provision of documents to be signed by the contractual partner to its end customers and other contractual partners. However, the contractual partner may not resell or otherwise use the software for commercial purposes.

5.5 The contractual partner, third parties commissioned by it or the users are not authorized to make changes to the code of the software.

7 Validity of the signatures

Legal validity

7.1 The electronic signatures affixed by sproof technically comply with the legal requirements at the time of creation. sproof ensures in particular that the qualified electronic signatures created via its partners comply with the applicable standards of the eIDAS Regulation (EU) No. 910/2014 at the time of creation.

7.2 The signatures are suitable for various areas of use, including contracts, offers, orders and other legally binding documents. Both the decision between electronic signature and electronic seal as well as the selection of the type of electronic signature (simple, advanced, qualified) or electronic seal is the responsibility of the contractual partner.

Validity of the signature verification

7.3 sproof's software checks the validity of electronic signatures in accordance with the current technical standards. sproof guarantees that the validation is technically correct at the time of the check against the trust lists currently available to sproof.

7.4 The verification procedure includes the verification of the signature against the signed content and the validation of the certificates against the responsible certification authorities.

8. support

sproof offers its customers different levels of support depending on their needs.

Basic support

8.1 The basic support included in the standard package comprises e-mail support with a maximum response time of 72 hours on working days. Basic questions and problems are covered. Unless otherwise agreed, Basic Support is deemed to have been agreed.

Premium Support

8.2 Premium support is offered for customers with increased support requirements. This includes telephone support, prioritized processing of support requests, faster response times and dedicated support staff. Premium Support can be purchased for an additional fee.

9. range of functions and enhancements

9.1. sproof updates its software to provide new functions and improvements and to provide important security updates. These updates may be made without prior notice, particularly in the case of important security updates, in which case sproof will generally inform the contractual partner in advance. Updates are tested in a controlled environment before they are transferred to the production environment.

9.2. sproof reserves the right to provide updates and upgrades only for certain categories of user licenses or only for individual user licenses in the respective package.

10. security

Security measures

10.1. sproof uses state-of-the-art security measures to ensure the integrity, confidentiality and availability of customer data. This includes encryption, firewalls, intrusion detection systems and regular security checks.

Responsibility of the contractual partner

10.2 The contracting party is responsible for creating and maintaining backups of its data and documents. Although sproof implements extensive security measures, the final responsibility for data backup lies with the contractual partner. This refers in particular to the secure storage of backup codes and passwords, which are only available to the contractual partner and to which sproof has no access.

10.3 The contractual partner is obliged to take all necessary measures to protect all access data (in particular user name, password) from unauthorized access by third parties and to keep them secret. If the contractual partner becomes aware of any misuse of the access data, or if the contractual partner even suspects such misuse, it is obliged to inform sproof immediately. Any action taken via the customer account shall be attributed to the contractual partner until the misuse is reported, provided that the action is attributable to misuse.

10.4 The contractual partner shall be fully liable for any third-party use of one of its user accounts caused by the contractual partner, as well as for any misuse by other third parties who have a business relationship with the contractual partner (e.g. suppliers, end customers of the contractual partner), and must fully indemnify and hold sproof harmless in this regard. In particular, the contractual partner must allow itself to be held responsible for third-party use if it has enabled the unauthorized use of a user account even through negligence.

10.5 When using Single Sign-On (SSO), the contractual partner or user is solely responsible for the management and security of the login data. sproof supports various SSO providers and assists with implementation. However, the contractual partner is responsible for the management of access rights and the security of the authentication data.

10.6 The contractual partner shall ensure that neither it nor the other users managed by it are subject to any sanctions, do not carry out any sanctioned or illegal transactions or maintain business relationships with sanctioned companies or persons and that the sproof service is not used for such transactions. If the contractual partner becomes aware of such or similar facts, they are obliged to inform sproof immediately and to stop using sproof.

11 Payment modalities

11.1 The fee for the use of the software by the contractual partner can be found in the prices stated on the website or in sproof sign or in a corresponding offer.

11.2 Invoices are issued annually in advance or immediately after acceptance of the offer. Invoices are payable in full within 14 days of receipt.

11.3 In the event of late payment, sproof reserves the right to suspend access to the service until all outstanding amounts have been paid. In addition, default interest of 9.2% above the base interest rate will be charged.

11.4 All fees are net fees. Any taxes, duties and fees shall be shown separately on the invoice.

11.5 Payment methods available to the contractual partner are payment by credit card and payment by invoice. The service shall be activated after receipt of payment.

11.6 Offsetting against counterclaims of any kind whatsoever is excluded.

12. data protection

12.1. sproof processes personal data in accordance with the applicable data protection laws and regulations, in particular the GDPR.

12.2 The details of data processing are described in the data protection regulations and can be accessed at the following link: https://www.sproof.com/de/unternehmen/datenschutzerklaerung-sproof-sign .

12.3 The data processing agreement will be provided by sproof on request. This regulates the processing of personal data on behalf of the contractual partner and ensures that all data protection requirements are met.

13 Confidentiality

13.1 The contractual partner undertakes to treat all information about the software received within the scope of this agreement, including, but not limited to, its functionality, technical specifications, business models, customer information and know-how (hereinafter "confidential information") as strictly confidential. The contractual partner is not permitted to disclose, reproduce, use or make the confidential information accessible to third parties, either in whole or in part, without the prior written consent of the provider. This obligation of confidentiality shall continue to apply even after termination of the contractual relationship in question.

13.2. The only information excluded from confidentiality is information that is currently or in the future in the public domain for reasons other than a breach of this confidentiality agreement; that is generally known or was demonstrably already known to a contracting party upon conclusion of the contract; that a contracting party lawfully obtains knowledge of through a third party after conclusion of the contract; of which a contracting party can prove that they were developed independently and without the use of confidential information; or which are to be disclosed to authorities and courts or are transmitted to lawyers and chartered accountants unless and until they are released from their duty of confidentiality.

14 Liability

14.1. sproof warrants the proper operation of the platform and in particular the software under the regular conditions.

Exclusion of liability

14.2 sproof's liability is limited to the annual order amount.

14.3. sproof accepts no liability for security gaps or data loss resulting from the use of SSO services, as these are beyond sproof's control. The contractual partner is responsible for backing up their data and documents. sproof is not liable for any loss of data or documents.

14.4. sproof is not liable for the correct entry of data; in particular, sproof assumes no liability for the correctness of email addresses entered by users for the purpose of sending documents.

14.5. sproof is not liable for any loss of data caused by a lack of backups on the part of the contractual partner.

14.6. sproof is liable for the technically correct validation of signatures at the time of verification. Errors that occur after the check are outside sproof's area of responsibility. Incorrect or damaged files are outside sproof's area of responsibility.

14.7 The contractual partner is responsible for the access and activities of its users. sproof accepts no liability for unauthorized access or misuse by users of its contractual partners.

14.8 If a bank, robo, car, video or other identification procedure for qualified electronic signatures fails due to the fault of the person identifying him/herself, the contractual partner bears sole responsibility for this.

14.9 Any burden of proof with regard to warranty claims or claims for damages shall be borne by the Contractual Partner. § Section 924 2nd sentence ABGB shall not apply.

14.10. All limitations and restrictions of liability set out herein do not apply to cases of culpable injury to life, limb or health of natural persons by sproof, nor to sproof's mandatory liability under the Product Liability Act. sproof is only liable for damage caused intentionally or through gross negligence. In the event of slight negligence, sproof shall only be liable in the event of a breach of an obligation that is of particular importance for achieving the purpose of the contract (cardinal obligation), and limited to such damages that were typically foreseeable at the time the contract was concluded. Liability for loss of profit is excluded. sproof accepts no liability for consequential damages (except for loss of content, data and programs in the software), indirect damages or pure financial losses of any kind.

15 Contract term and termination

Package term

15.1 The package begins at the agreed time or at the time of conclusion and after receipt of payment. The minimum contract term is one year. The package is then renewed annually for a further year.

15.2 Unused quotas expire automatically at the end of the contract year and cannot be carried over to the next contract year.

15.3 If the quotas are extended during the contract year (additional users, signatures, etc.), the fee for users shall be calculated pro rata in accordance with the remaining period and the annual quotas shall be increased by the quantities purchased.

15.4 If the agreed maximum quota limit is exceeded within the contract year without the quotas having been increased beforehand, the contractually agreed prices shall be charged for each additional use (additional users, signatures, etc.). In this case, the fee for users is calculated pro rata according to the remaining period and the annual quotas are increased by the additional quantities.

15.5 In the case of multi-year contracts, the agreed conditions apply.

15.6. sproof reserves the right to make annual fee adjustments plus ancillary claims. The consumer price index 2020 published monthly by Statistics Austria or an index replacing it increased by two percentage points is used as a measure for calculating the stability of value. The index figure currently published at the time of conclusion of the contractual relationship between the contracting parties shall serve as the reference value for value retention. In the event that no index calculation can be used, the value-secured remuneration (including ancillary claim) shall be calculated according to analogous principles based on the most recent relevant index. All rates of change are to be calculated to one decimal place. By accepting the fee or issuing an invoice without an increase amount, sproof does not waive the increase amounts resulting from the value protection.

16 Rights and obligations of users

16.1 Users are obliged to use the software exclusively in accordance with the applicable laws and the provisions of these GTC. Unauthorized use is prohibited and will result in immediate blocking of access.

16.2 The contractual partner undertakes to impose all obligations specified herein (as far as possible) on each user named by it and must take all precautions to ensure that each user complies with these GTC.

17. blocking and deletion of users

17.1. sproof reserves the right to refuse, block or delete a user's access to the platform at any time, in particular if sproof becomes aware or has justified concerns that

a) the user has provided incorrect or incomplete information, in particular with regard to their personal data

b) the information provided by the user cannot be verified or confirmed;

c) the verification of the user's legal compliance indicates irregularities

d) the user intentionally violates fundamental provisions of these GTC;

e) the user engages in behavior that is detrimental to sproof and could impair the use of the platform.

17.2. sproof reserves the right to deny, block or delete a user's access to the platform at any time, in particular if sproof becomes aware or has justified concerns that

a) the user has provided incorrect or incomplete information, in particular with regard to their personal data

b) the information provided by the user cannot be verified or confirmed;

c) the verification of the user's legal compliance indicates irregularities

d) the user intentionally violates fundamental provisions of these GTC;

e) the user engages in behavior that is detrimental to sproof and could impair the use of the platform.

17.2 In the event of blocking or removal within the meaning of this provision, sproof is not obliged to refund any advance payments made to the contractual partner or user.

18 Intellectual property rights

The contracting party and its users shall be liable in accordance with the statutory provisions for ensuring that the use of the documents uploaded to the platform does not infringe any intellectual property rights, including trademark, design, patent or any other property rights, copyrights or business or trade secrets of third parties in Germany or abroad. Furthermore, the contractual partner undertakes to fully indemnify and hold sproof harmless in the event of an infringement of such (intellectual property) rights of third parties.

19 Marketing

19.1 The contractual partner agrees to be named as a reference customer for sproof. Such a reference is general and does not include any confidential information.

19.2 The contractual partner may revoke this consent in writing at any time. The revocation has no influence on materials already published, but from the time of receipt of the revocation further mentions will be omitted.

20 Applicable law and place of jurisdiction

20.1 These GTC and their legal validity, interpretation and fulfillment are subject to Austrian law to the exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

20.2 For all disputes arising from these GTC or relating to their conclusion, breach, dissolution or nullity, the court with jurisdiction for commercial matters at sproof's registered office shall have exclusive jurisdiction.

22. final provisions

22.1. sproof reserves the right to amend these GTC at any time. The contractual partner will be notified of the changes by email. In the event of significant changes to the contract, the contractual partner has the right to terminate the contract in writing with one month's notice.

22.2 Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if sproof is aware of them. Deviations may be agreed if sproof gives its express written consent on the basis of individual agreements.

22.3 The headings used in these GTC are for convenience only and are not to be taken into account in the interpretation. Phrases introduced by the terms "including", "in particular" or similar expressions are to be understood as illustrative; they do not limit the meaning of the words preceding them. The use of a term in the masculine form is intended to make the GTC easier to read, but includes all genders.

22.4 These GTC are available in different languages. In the event of ambiguities or questions of interpretation, only the German version of these GTC shall prevail.