Agreement

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General Terms and Conditions

Zuletzt geändert 1-Oktober-2022

1. Introduction / Scope

  1. The following General Terms and Conditions (hereinafter referred to as “GTC“) apply to all business relationships between sproof GmbH, FN 520262 t, Schlossallee 7/1, 5412 Puch bei Hallein, Austria (hereinafter referred to as “sproof“), and its respective contractual partners (hereinafter referred to as “users“). Contractual partners of sproof are exclusively entrepreneurs in the sense of § 1 of the Austrian Commercial Code (§ 1 Unternehmensgesetzbuch, UGB).

  2. sproof offers a platform for signing digital documents. The services offered by sproof allow users to sign documents or invite others to sign a document or time-stamp data and register hashes of documents.

2. Definitions

Terms used in these GTC shall have the following meanings:

sproof sign: represents a service for creating advanced and qualified digital signatures and mapping signature workflows. Documents can be signed alone or by several persons who can be invited to provide a signature.

Qualified electronic signature: refers to an electronic signature that is legally equivalent to a handwritten signature. Qualified electronic signatures are issued via a partner of sproof; an identification takes place via the telephone number and an official identification document of the respective user within the scope of a video identification procedure.

3. Registration

  1. the user is entitled to register with sproof free of charge by entering the relevant data. For the use of certain services and functions in the sense of these GTC a registration with sproof is required.
  2. sproof informs the user if the registration was successful or not. sproof can refuse the registration of a user at its own discretion without giving reasons.
  3. by registering, the user is able to manage his account by purchasing and/or cancelling packages and using the corresponding functions.

4. sproof sign

sproof sign is offered in the following 3 variants:

Variant 1: Freemium without registration
Variant 2: Freemium with registration
Variant 3: Premium

5. Fees and Payment Modalities

  1. the user can choose between the following fee-based tariffs:
  • monthly tariffs
  • annual tariffs
  • Individual fees for additional user accounts
  • Individual fees for additional signatures
  • Individual fees for using the API
  1. more detailed information about these tariffs and fees is available at https://sproof.io/products . sproof reserves the right to change these tariffs and fees at any time at its sole discretion.
  2. It is expressly agreed that the value of the remuneration plus the additional claim shall remain stable. The consumer price index published monthly by Statistik Austria or an index replacing it shall serve as a measure for the calculation of the stable value. The index figure calculated for the month in which the contract was concluded shall serve as the reference value for this contract. If no index calculation can be used at all, the value-secured remuneration (including ancillary claims) shall be calculated according to analogous principles as they were last decisive for the index calculation. Fluctuations in the index number up to and excluding 2% shall be disregarded. This margin shall be recalculated each time it is exceeded, whereby the first index figure outside the applicable margin shall always form the basis for both the recalculation of the claim amount and the calculation of the new margin. All rates of change shall be calculated to one decimal place.
  3. All fees are net fees. Any taxes, duties and fees will be shown separately on the invoice.
  4. the user may pay by credit card or by invoice. The activation of the Premium Package or the Service shall take place after receipt of payment.
  5. offsetting with counterclaims of any kind whatsoever is excluded.

6. Access Data and Cryptographic Keys

The user 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 User becomes aware of any misuse of the access data or if the User even suspects such a misuse, the User is obliged to inform sproof immediately. Any action taken via the customer account will be attributed to the user until the report of misuse.
The user is fully liable for any third party use of his customer account caused by the user. In particular, the User must accept responsibility for third party use if the User has enabled the unauthorized use of his customer account, even negligently.

7. Term and Termination

  1. the contract periods correspond to the respective selected tariffs. After the expiration of a month or year, the contract will be extended by another month/year, unless it is terminated in writing before the expiration of the respective month/year. The termination has to be made by e-mail or via the respective user account.
  2. sproof is entitled to terminate a contract at any time without notice, with regard to the entire contract or individual parts thereof, if there is an important reason. An important reason exists in particular if
  • the user violates official regulations or the provisions of these GTC; or
  • the user acts or has acted in a way that is detrimental to sproof; in particular, if the user has entered into agreements with other companies that are detrimental to sproof, contrary to public morals or contrary to the principle of competition.
  1. a premature termination of the contractual relationship by the user is not possible.
  2. in the case of a premature termination of the contractual relationship in the sense of this point, sproof is not obligated to reimburse the user for any advance payments made.

8. Warranty and Liability

  1. sproof warrants the proper operation of the platform under the regular conditions. § Section 377 of the Austrian Commercial Code (UGB) does not apply.
  2. sproof is only liable for any claims for damages due to intentional or grossly negligent conduct. Liability for simple gross and slight negligence as well as compensation for consequential damages and financial losses, in particular damages due to a technically induced failure as well as damages due to failures caused by the effects of force majeure and damages resulting from third party claims, are excluded.
  3. the user is responsible for the backup of his data and documents; sproof is not liable for any loss of data or documents.
  4. sproof is not liable for the correct entry of data; in particular, sproof is not liable for the correctness of e-mail addresses entered by users to which documents are sent.
  5. if a video identification procedure for qualified electronic signatures fails due to the fault of the person identifying him/herself, the user shall be solely responsible for this.
  6. any burden of proof with regard to warranty claims or claims for damages shall be borne by the user. § Section 924 2nd sentence ABGB shall not apply.

9. Blocking and Deletion of Users

  1. 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
  • the User has provided incorrect or incomplete information, in particular with regard to his personal data;
  • the information provided by the User cannot be verified or confirmed;
  • the verification of the User’s legal compliance indicates irregularities;
  • the user violates basic provisions of these GTC;
  • the User engages in conduct that could be detrimental to sproof and impair the use of the Platform.
  1. in case of blocking or removal in the sense of this provision, sproof is not obliged to refund any advance payments made to the user.

10. Intellectual Property Rights

The user is liable according to the legal regulations for ensuring that the use of the uploaded documents does not violate any intellectual property rights, including trademark, design, patent or any other intellectual property rights, copyrights as well as business or trade secrets of third parties in Germany or abroad. Furthermore, the user agrees to fully indemnify and hold sproof harmless in the event of any infringement of such (intellectual property) rights of third parties.

11. Data Protection

Data protection is important to sproof. Information on data protection can be found in the privacy policy.

12. Final Provisions

  1. these general terms and conditions are subject to Austrian law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.
  2. sproof agrees that the place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions shall be the court with local and subject-matter jurisdiction for Salzburg.
  3. sproof reserves the right to change these GTC at any time. The changes will be announced to the user by e-mail. In case of significant changes to the contract, the user has the right to terminate the contract in writing with a notice period of one month.
  4. deviating, contradictory or supplementary general terms and conditions will not become part of the contract, even if sproof is aware of them, unless sproof explicitly agrees to their validity in writing (by e-mail is sufficient) on the basis of individual agreements.
  5. should any clause or part of a clause of these GTC prove to be invalid, illegal or unenforceable for any reason, this shall not affect the validity or enforceability of any other provision of these GTC. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision and corresponds as closely as possible to sproof’s hypothetical intention; the same shall apply in the event of any omissions in these GTC.
  6. The German version alone shall be authoritative.