General Terms and Conditions (GTC) - Private Use

Important information about 05.11.2024:
We have adjusted our General Terms and Conditions (GTC)!

The following terms and conditions apply to the private use (“Private” license) of sproof sign and are valid from 05.11.2024.

If you use sproof sign for business purposes (“Business” or “Enterprise” license), the following GTC apply: GTC for the business use of sproof sign

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

1. Definitions

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

Identification: refers to the identification of the signing person, 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 to 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: refers to working days in the period from Monday to Friday from 09:00 to 17:00. Business hours are the same as support hours.

User: means the Contracting Party itself or a natural person clearly designated by the Contracting Party who is in an employment or other instruction relationship with the Contracting Party and who is entitled to use the Software on the basis of a license acquired by the Contracting Party.

Qualified electronic signature: refers to an electronic signature that is legally equivalent to a handwritten signature. Qualified electronic signatures are issued via 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: means a version of the Software that includes small functional changes/improvements or the correction of errors.

Upgrade: refers to the extension of the Software with new modules or features.

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: refers to the days from Monday to Friday excluding public holidays in Austria.

Login Data: means the data associated with a User, consisting of a username and password, by means of which the User can access or use the Software.

Parcel: A package of purchased user licenses and signature quotas with a standard term of one year, 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 consumers within the meaning of Section 1 of the Austrian Consumer Protection Act (KSchG).

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 with the software and grants the contractual partner a non-exclusive, non-transferable and non-sublicensable right to use the software.

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

3. Subject matter

3.1. The subject of this contract is the provision of the software by sproof to the contractual partner free of charge, including the standard functions of sproof in accordance with the “fair use” principle, exclusively for private, non-commercial purposes.

3.2. The user is entitled to register with sproof free of charge by entering the relevant data.

3.3. sproof informs the user whether a registration was successful or not. sproof may reject a user’s registration at its own discretion without giving reasons.

3.4. By registering, the contractual partner is able to manage his account by using the corresponding functions.

3.5. During the term of the contractual relationship, sproof provides the contractual partner with the use of the software in question, which is hosted in a sproof data center.

3.6. The Internet connection of the contractual partner, its maintenance, the sufficient speed of the same, as well as the hardware and software requirements to be fulfilled on the part of the contractual partner, are not the subject of this contract.

3.7. sproof keeps the software performing well and provides updates.

3.8. The software is available 24 hours a day, 7 days a week. This excludes necessary or required maintenance work as well as hardware, software and infrastructure-related influences on the part of sproof.
If possible, these will be announced in good time in accordance with 9.1.

3.9. Services other than those expressly mentioned herein are not included in the scope of the contract and will only be provided by sproof in the event of a separate order on terms to be agreed by the contracting parties; these areas not included in the scope of services include in particular

• Training and other consulting services in connection with the use of the Software or
• Extensions of the scope of services.

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 must be organised and handled in accordance with the state of the art, in particular with regard to data security and the security of the software against unauthorised interference by third parties (e.g. malware, hacker attacks);

b) Access to the software via the Internet is via a secure Internet connection (TLS, state of the art version) by means of the transmitted access data;

c) sproof shall perform its services while maintaining the continuity of the contractual partner’s business operations to the best of its ability 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.

5.2. Further rights of the contractual partner beyond this are not granted by this contract. The Contracting Party may therefore not decompile, disassemble or otherwise disassemble the Software into its components. The Contracting Party 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 to other materials necessary for the exercise of the right of use, such as concepts and descriptions.

5.4. The Contracting Party may only use the Software for its own private, non-commercial purposes.

5.5. The Contracting Party is not entitled to make changes to the code of the Software.

6 Validity of the signatures

Legally binding

6.1. 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.

6.2. The signatures are suitable for various applications, including contracts, quotes, purchase 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 check

6.3. sproof’s software checks the validity of electronic signatures in accordance with the latest technical standards. sproof guarantees that the validation is technically correct at the time of the check against the trusted lists currently available at sproof.

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

7. support

sproof does not offer the contractual partner any support. If you have any questions or problems, you can contact the sproof team by e-mail or using the contact form.

8. range of functions and extensions

8.1. sproof updates its software to provide new functions and improvements as well as to provide important security updates. These updates may be made without prior notice, especially in the case of important security updates. sproof reserves the right to restrict or limit the range of functions in the free version at any time.

9. safety

Safety measures

9.1. 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

9.2. The contractual partner 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.

9.3. 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 even if the contractual partner only suspects such misuse, the contractual partner 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.

9.4. In accordance with mandatory law, the contracting party shall be liable without limitation for any third-party use of its user account caused by the contracting party, as well as for any misuse by other third parties attributable to the contracting party, and shall fully indemnify and hold sproof harmless in this respect. In particular, the contractual partner must accept responsibility for third-party use if the latter has enabled the unauthorized use of a user account even through negligence.

9.5. The contracting party shall ensure that it is not subject to any sanctions. If the contracting party becomes aware of such or similar facts, it is obliged to inform sproof immediately and to cease using sproof

10. no fee

10.1. 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. The use of sproof by the contractual partner is free of charge, provided it is exclusively for private, non-commercial purposes.

11. data protection

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

11.2 The details of data processing are described in the privacy policy and can be found at the following link: https: //www.sproof.com/de/unternehmen/datenschutzerklaerung-sproof-sign.

12. confidentiality

12.1. The Contracting Party agrees to keep strictly confidential all information obtained under this Agreement about the Software, including, but not limited to, its operation, technical specifications, business models, customer information, and know-how (hereinafter referred to as “Confidential Information”). The Contracting Party is not permitted to disclose, reproduce, use or make available to third parties the confidential information, in whole or in part, without the prior written consent of the Provider. This obligation of confidentiality shall continue to apply even after the termination of the contractual relationship in question.

12.2. The only information excluded from secrecy is information that is currently or will become public for reasons other than a breach of this non-disclosure agreement; which are generally known or were demonstrably known to one of the Contracting Parties at the time of conclusion of the contract; which a party to the contract lawfully becomes aware of through a third party after the conclusion of the contract; which a Party can demonstrate have been developed independently and without the use of confidential information; or which must be disclosed to authorities and courts or transmitted to lawyers and accountants, insofar as and as long as they are not released from their duty of confidentiality.

13. liability

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

13.2. The contractual partner is responsible for backing up its data and documents. sproof is not liable for any loss of data or documents.

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

13.4. sproof shall not be liable for any loss of data resulting from a lack of backups on the part of the contractual partner.

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

13.6. sproof assumes no liability for unauthorized access or misuse by users of its contractual partners.

13.7. sproof is liable for any damage in accordance with the applicable statutory provisions. However, sproof is not liable for damages caused by slight negligence or simply gross negligence, unless the damage in question results from a breach of the main contractual services. The limitation of liability does not apply to cases of culpable injury to life, limb or health of natural persons by sproof, nor does it apply to sproof’s mandatory liability under the Product Liability Act. Liability for loss of profit is excluded. sproof accepts no liability for damages arising from third-party claims or for pure financial losses of any kind.

14 Contract term and termination

14.1. The contractual relationship between sproof and the contractual partner begins when the contractual partner successfully registers with sproof and is valid for an indefinite period.

Notice

14.2. Either party may terminate the contractual relationship at any time in writing (e-mail is sufficient) or delete the account without stating reasons. After termination of the contract, the user has no access to the information provided or generated by him. Legal rights (in particular data protection rights) of the user remain unaffected. Notwithstanding this, each party to the contract is entitled to terminate the contract for good cause (extraordinary termination). An important reason entitling sproof to extraordinary termination of the contract exists in particular if

a) the contractual partner violates official regulations or essential provisions of these GTC and does not cease this behaviour – despite a written request – within 14 calendar days;

b) the contractual partner – for whatever reason – refuses or is no longer able to comply with these GTC;

14.3. the contractual partner takes or has taken actions detrimental to sproof (see point 17 below).

14.4. The contractual partner has no right of withdrawal under the FAGG in view of the free use of sproof’s services under these GTC. Notwithstanding this, the termination regulation in accordance with this point 15 applies.

15 Rights and obligations of users

Users are obliged to use the Software exclusively in accordance with the applicable laws and the provisions of these T Prohibited uses are prohibited and will result in the immediate blocking of access.

16. blocking and deletion of users

sproof reserves the right to refuse, block or delete a user’s access to the platform at any time and thus terminate the contractual relationship; this applies 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 his or her 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 T

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

17. intellectual property rights

The contracting party 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.

18 Applicable law and place of jurisdiction

18.1. These GTC and their legal validity, interpretation and performance 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.

18.2. For all disputes arising from these GTC or relating to their conclusion, breach, dissolution or invalidity, the court with subject-matter jurisdiction at the registered office of sproof shall have exclusive jurisdiction, unless this is contrary to mandatory provisions of the KSchG.

19. severability clause

Should any provision of these T be or become invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid or enforceable provision whose content comes as close as possible to the invalid or unenforceable provision; the same applies accordingly to any gaps in these GTC.

20. final provisions

20.1. sproof reserves the right to amend these GTC at any time. The contractual partner will be notified of the changes by e-mail.

20.2. 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.

20.3. The headings used in these T 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 that precede them. The use of a term in the masculine form is understood in the sense of better readability of the T, but includes all genders.

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