General Terms and Conditions (GTC) - Business Use
The following GTC apply to the business use (“Business” or “Enterprise” license) of sproof sign and are valid from 05.11.2024.
The following terms and conditions apply to the private use of sproof sign (“Private” license): GTC for the private use of sproof sign.
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 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
3. Subject matter
3.1. The subject of this contract is the provision of the software by sproof to the contractual partner or user.
3.2. The user is entitled to register with sproof by entering the relevant data. For the use of certain services and functions within the meaning of these GTC, a fee-based registration with sproof is required.
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 contracting party is able to manage its package by purchasing and/or canceling packages and using the corresponding functions.
3.5. During the term of the packages, sproof provides the contractual partner or user 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 or the package.
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. In any case, the contractual partner is entitled to designate one or more users in accordance with the specific agreement.
5.2. This contract does not grant any further rights of the software of the contractual partner or the users. 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 internal company purposes. In addition to the 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 the software or otherwise use it for commercial purposes.
5.5. The contractual partner, third parties commissioned by him or the users are not entitled to make changes to the code of the software.
6. Integration with systems
sproof provides the contractual partner with interfaces that enable the integration of the software with third-party systems. The integration of the software with third-party systems is the responsibility of the contractual partner.
The contractual partner is responsible for all expenses caused by the integration, the maintenance of the interfaces (which are not attributable to sproof) and ensuring the proper use of the interface.
7. Validity of signatures
Legally binding
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 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
7.3. 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.
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 according to their needs.
Basic Support
8.1. The basic support included in the standard package includes email support with a maximum response time of 72 hours on business days. Fundamental questions and problems are covered. Unless otherwise agreed, Basis Support shall be deemed to have been agreed.
Premium Support
8.2. Premium support is offered for customers with increased support needs. This includes phone support, prioritized handling of support requests, faster response times, and dedicated support staff. Premium support can be purchased for an additional fee.
9. Features 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, especially in the case of important security updates, in which case sproof usually informs 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
Safety 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 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.
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 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.
10.4. The contractual partner is liable without limitation 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 contracting party must allow itself to be held responsible for third-party use if the latter has enabled the unauthorized use of a user account, even if only negligently.
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 helps with implementation. However, the contractual partner is responsible for managing access rights and the security of authentication data.
10.6. The contracting party 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 methods
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 within 14 days of receipt without deduction.
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 will be shown separately in the invoice.
11.5. Payment methods available to the contractual partner are payment by credit card and payment by invoice. The service is activated after receipt of payment.
11.6. A set-off with counterclaims, of whatever kind, 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 privacy policy and can be accessed via the following link: https: //www.sproof.com/de/unternehmen/datenschutzerklaerung-sproof-sign .
12.3. The order 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 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.
13.2. 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.
14. Liability
14.1. sproof warrants the proper operation of the platform and in particular the software under the regular conditions.
Disclaimer
14.2. The liability of sproof 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 e-mail addresses entered by users for the purpose of sending documents.
14.5. sproof shall not be liable for any loss of data resulting from a lack of backups on the part of the contractual partner.
14.6. 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.
14.7. The contracting party is responsible for the access and activities of its users. sproof assumes no liability for unauthorized access or misuse by users of its contractual partners.
14.8. If a banking, robo, car, video or other identification procedure for qualified electronic signatures fails due to the fault of the person identifying himself, the contractual partner is solely responsible for this.
14.9. Any burden of proof with regard to warranty or damage claims lies with the contractual partner. § 924 2nd sentence ABGB does not apply.
14.10. All limitations and restrictions of liability stated herein do not apply to cases of culpable injury to life, limb or health of natural persons by sproof and, in addition, do not apply to sproof’s mandatory liability under the Product Liability Act. sproof is only liable for damage caused intentionally or by 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 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 Transit Time
15.1. The package starts at the agreed time or at the time of completion and after receipt of payment. The minimum contract term is one contract year. The package is then extended annually for another year.
15.2. Unused quotas automatically expire at the end of the contract year and cannot be carried over to the next contract year.
15.3. In the event of an increase in the quotas during the contract year (additional users, signatures, etc.), the fee for users will be calculated proportionately according to the remaining period and the annual quotas will be increased by the purchased quantities.
15.4. If the agreed maximum limit of the quotas is exceeded within the contract year without the quotas having been extended beforehand, the contractually agreed prices will be charged for each additional use (additional users, signatures, etc.). Here, the fee for users is calculated proportionately 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 value stability. 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.
Notice
15.7. The ordinary termination must be given in writing by the contracting parties at least three months before the end of the contract year. If no termination is made, the contract is automatically extended for another year.
15.8. Notwithstanding this, each party to the contract is free to terminate for good cause (extraordinary termination). An important reason entitling the contractual partners to extraordinary termination exists in particular if
a. a party to the contract violates official regulations or essential provisions of these GTC and does not cease such conduct within 14 calendar days – despite a written request;
b. a contracting party fails to meet its payment obligations, in particular the payment of the remuneration, when due despite the setting of a 14-day grace period;
c. for whatever reason, a party to the contract refuses or is no longer able to comply with these T
d. a contracting party within the meaning of Sections 23 and 24 of the Business Reorganisation Act (URG) (i.e. equity ratio of less than 8% or fictitious debt repayment period of more than 15 years) is demonstrably in need of reorganisation; or
e. a contracting party takes or has taken actions detrimental to the respective other contracting party; in particular, if it has entered into agreements with other companies that are detrimental to sproof, contrary to common decency or the principle of competition.
15.9. In the event of termination or other termination, the following shall be deemed to have been agreed:
a. Payment obligations incurred shall be paid in accordance with this framework agreement, without prejudice to the termination of this framework agreement; any advance payments already made will not be refunded.
b. Upon reasoned written request by one of the contracting parties, the other contracting party shall remove any notes or references that may have been created to indicate the contractual or business relationship. If it is not possible to remove publications that have already been made for technical and/or practical reasons (e.g. publication in print media) after the termination of this contract, no claims can be derived from this;
c. Confidentiality agreements concluded continue to apply as contractually agreed.
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 T Prohibited uses are prohibited and will result in the immediate blocking of access.
16.2. The Contracting Party undertakes to transfer all obligations mentioned herein (as far as possible) to each User named by it and must take all precautions to ensure compliance with these T by each User.
17. Blocking and deletion of users
17.1. 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
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.
17.2. 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 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.
17.2. 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 can revoke this consent at any time in writing. The revocation has no influence on previously published materials, but further mentions will be omitted from the time of receipt of the revocation.
20. Applicable law and jurisdiction
20.1. 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.
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 e-mail. 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 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.
22.4. 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.