Resources/Terms of Use

Legal

Terms of Use

General Terms and Conditions for Vizibit cloud-based applications

Last updated: 30 April 2025

Vizibit cloud-based applications (Software as a Service)

These General Terms and Conditions form an integral part of the User Agreement for Vizibit cloud-based applications entered into between You as the User and ViziBit d.o.o., a company duly established and operating under the laws of Croatia, with its registered office at Gradna 89 F, Gradna (Samobor), Croatia, Personal Identification Number (OIB): 65845322221, registered with the Commercial Court in Zagreb under registration number (MBS): 080938165, VAT ID number: HR65845322221

Terms and general provisions

Definitions and interpretation

The following terms have the following meanings, unless the context requires otherwise:

  • Terms means these General Terms and Conditions for VIZIBIT CLOUD-BASED APPLICATIONS, which are deemed an integral part of the User Agreement between Vizibit and the User
  • User Agreement means the entire User Agreement for VIZIBIT CLOUD-BASED APPLICATIONS (including these Terms and any other annexes, addenda or other constituent parts) entered into or to be entered into between Vizibit (or a Vizibit reseller) and the User; it may be concluded in the form of a standardised Order Form
  • Subscription means the conditions for the User's use of the Solution, as defined by the User Agreement, these Terms and their addenda
  • Vizibit means Vizibit as the copyright holder, or an entity authorised by Vizibit, such as a reseller, enabling the Subscription
  • You/User means the individual or legal entity that obtains permissions and uses the VIZIBIT CLOUD-BASED APPLICATIONS under the User Agreement
  • Business day means any working day in the Republic of Croatia, excluding Saturdays, Sundays and public holidays
  • Start date means the date on which the User Agreement is signed
  • Expiry/termination date is the day at the end of which the User Agreement ceases to be valid
  • Derivative works means any work, whether in source or object form, that is based on (or derived from) the Solution, where editorial revisions, annotations, elaborations or other modifications represent, as a whole, an original work of authorship
  • Relevant legislation means 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) and the Swiss Federal Act on Certification Services in the Field of Electronic Signatures and Other Applications of Digital Certificates (ZertES)
  • Trust Service Provider means a trust service provider or qualified trust service provider within the meaning of the Relevant Legislation, used by Vizibit to enable the provision of the Solution to the User
  • Cloud Service Provider means a provider of cloud infrastructure and data centre solutions that hosts and runs the Solution and the Services on its infrastructure
  • SaaS means software as a service and represents a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted. It is sometimes referred to as "on-demand software"
  • Solution or VIZIBIT CLOUD-BASED APPLICATIONS means the SaaS platform for initiating, digitally signing and exchanging legally binding documents in B2B, B2C, B2G and G2G scenarios, as defined in the Solution Description document
  • Solution Description means the addendum to the User Agreement that defines the core functionalities and constituent parts of the Solution or VIZIBIT CLOUD-BASED APPLICATIONS, including third-party documentation
  • Credentials means any logins, passwords, IDs, user IDs, account IDs, certificates, tokens or any other assigned data or codes for accessing or using the Applications
  • Feedback means recommendations, suggestions, comments and corrections relating to the Applications, including code improvements, code modifications and bug fixes
  • Internal user is a user of the Application designated by the User as an Internal user with access to Internal user functionalities, such as signature approval
  • External user is a user of the Application involved in the approval process conducted by an Internal user, who has the ability to approve and/or sign a document on a case-by-case (signature-by-signature) basis
  • Application user is a user of the VIZIBIT CLOUD-BASED APPLICATIONS with their own Credentials for the Application. May be Internal, External, a Super user or an Admin
  • Super user is a user who can manage all application users
  • Administrator is a user who can manage all parts of the Solution in accordance with the User's package
  • Subscription fee means the recurring fee paid by the User to Vizibit in accordance with the User Agreement
  • Subscription period means the subscription period whose duration is defined in these Terms or elsewhere in the User Agreement
  • Force majeure event means any event or circumstance beyond the reasonable control of a contracting party that results in or causes the failure to perform any or all of its obligations under the User Agreement, including, without limitation, natural disasters, strikes, lockouts or other industrial action (not involving solely that party's own workforce), war, acts of terrorism, insurrection, civil unrest, public demonstrations, acts of vandalism, explosion, fire, pandemic, inability to procure materials, boycotts, breakdowns, destruction of office premises, any governmental act, requirement or regulation, or act of any competent authority, or any other cause beyond the party's control, provided that a lack of funds shall not be construed as a cause beyond the party's reasonable control
  • Confidential Information means information designated as such by these Terms, information the parties have expressly designated as such in writing, or information designated as such under applicable legislation
  • Services means the VIZIBIT CLOUD-BASED APPLICATIONS

In these Terms, article headings are for convenience only and have no legal effect. The terms defined above do not necessarily correspond to how the same terms are used in the relevant provisions of applicable laws and regulations, and in such cases they shall be interpreted solely as defined in these Terms. A document in agreed form is a reference to a document in the form attached to the User Agreement, as executed by each party or on their behalf. In these Terms, any obligation of a party not to do or to omit to do any act or thing includes an obligation not to permit, cause or assist in the doing of, or omission of, such act or thing. Nothing in the User Agreement creates a formal partnership between the parties, appoints either party as agent of the other, or authorises either party to incur obligations or bind the other

These Terms apply to all services that Vizibit provides to the User under the User Agreement. The User agrees to the application of these Terms by accepting Vizibit's offer, by signing the cover page of the contract, which results in a user agreement (User Agreement) between the User and Vizibit. Any legal terms the User may wish to additionally apply are hereby rejected and shall therefore not apply. Express derogating provisions are preserved if signed by both parties. To use certain services, the User must accept the additional terms of the Trust Service Provider and/or the Cloud Hosting Provider

Subject matter of the Terms

These Terms form an integral part of the User Agreement entered into, or to be entered into, between Vizibit and the User

All provisions of these Terms extend to the User Agreement. In the event of a discrepancy between the provisions of these Terms and the provisions of the User Agreement, the provision of the User Agreement shall prevail

For the avoidance of doubt, in the event of any inconsistency, the provisions of the User Agreement shall prevail

Conclusion of the User Agreement

  • The contractual relationship between the parties begins upon conclusion of the User Agreement
  • The Subscription period is defined by the User Agreement
  • Unless otherwise agreed in the User Agreement, the Subscription period is automatically extended for further consecutive periods corresponding to the original Subscription period (e.g. if the User has an annual plan, the Subscription is extended for a further 12 months; if the User has a monthly plan, the subscription is extended for a further month)
  • The User Agreement may be terminated at the end of the relevant Subscription period or at the time defined in the User Agreement
  • Vizibit may terminate the agreement at any time with immediate effect, or discontinue the provision of its service after notifying the User, if the User or its External user has breached material provisions of these Terms or the User Agreement, and such breach either cannot be remedied or has not been remedied within 10 days of being requested to do so
  • If the User is late in paying a fee, this shall be deemed a breach of a material provision of the User Agreement

Services of the VIZIBIT cloud-based applications

Vizibit undertakes to provide the User with the Services as the principal service under the User Agreement. The Services, as well as the terms of use, are described in the User Agreement

To sign documents with a qualified electronic signature (QES) or an advanced electronic signature (AES), authentication and a signature created by a certified service or trust service provider are required. Vizibit integrates these components into its services together with various trusted partners that meet the requirements of eIDAS and/or ZertES

For submitting an application for approval (audit trail) or signing documents with a simple electronic signature (SES), only access to the application user's e-mail address is verified

Vizibit is neither a trust service provider nor a certification authority within the meaning of the Swiss Federal Act on Electronic Signatures (ZertES). Nor is Vizibit a trust service provider within the meaning of Regulation (eIDAS No. 910/2014)

To the extent that Vizibit makes third-party services available within the framework of the Services, their availability as well as the quality requirements for such third-party services are governed by the provisions applicable to those services. Vizibit shall inform the User of the applicable provisions, unless the User enters directly into a contractual relationship with the third party

Vizibit endeavours to offer the Services on a continuous basis, but is not responsible for ensuring that the Services are available at all times. Vizibit may temporarily limit the availability of the Services where necessary, for example, due to capacity constraints, server security and integrity, or in order to carry out technical maintenance or repairs (maintenance work). In doing so, Vizibit will endeavour to take into account the interests of the User and of Internal users

By accepting these General Terms and providing contact information, including an e-mail address, the User consents to Vizibit sending information about the Services relating to new versions and updates. These communications are intended to inform the User of new upgrades that may be of interest. Users have the right at any time to opt out of receiving communications about service upgrades by following the unsubscribe instructions or by contacting Vizibit directly at [email protected]. Vizibit will process opt-out requests promptly. Vizibit will not share the User's contact information with third parties for the purposes of their own service upgrades without the User's explicit consent. Use of the User's personal data will be carried out in accordance with data protection laws and Vizibit's Privacy Policy

Changes to the Services

The User may, at any time, request additional services subject to payment of additional user fees

Any reduction of the Services shall be determined by the User Agreement

Copyright

By opening a User account, the User confirms that the rights to the VIZIBIT CLOUD-BASED APPLICATIONS platform belong to Vizibit or its contractual partners

The User is not permitted to copy the content of the Services, in whole or in part, to further distribute it, or to make it available by framing or other methods. Under no circumstances may non-public content of the Services be published outside the Services themselves

The Solution and all rights therein, including proprietary rights and intellectual property rights, are owned by Vizibit. They are protected by international treaties and all other applicable national laws of the country in which the Solution is used

The User hereby grants Vizibit a perpetual, irrevocable, worldwide licence to use any of the User's suggestions or ideas for the modification of Vizibit's products or services ("Feedback"). Such licence includes all intellectual property rights in such suggestion or idea, free of charge, without any obligation to report on such use, and without any other restriction. Vizibit may use the Feedback in any manner, including by granting sublicences

Vizibit has not agreed, and does not agree, to treat any of the User's suggestions or ideas ("Feedback") as confidential. Nothing in the User Agreement shall limit Vizibit's right to use, profit from, disclose, publish or otherwise exploit the Feedback without compensating the User

Scope of the Subscription

Vizibit hereby grants the User the right to use the VIZIBIT CLOUD-BASED APPLICATIONS on a purpose-limited, non-exclusive basis, limited to the Subscription period, non-transferable and without the right to sublicense, to the extent the User has subscribed

The right to use the Services arises upon full payment of the initial fee and continues to exist for as long as the User continues to pay the fee due by its due date

The Subscription period follows from the User Agreement

Unless otherwise agreed in writing, this section conclusively governs the use of the Services. Any further use of the Services is not permitted

Fees and other costs

By entering into the Agreement, the User undertakes to pay the agreed fees set out in the User Agreement

Use of the Solution and additional services is based on a pay-by-use principle. Vizibit will therefore charge the User for the following signing usage:

  • for each Internal user using signatures on a monthly/annual basis;
  • for each External user on a per-signature basis;
  • the timestamp service on a per-signature basis;
  • the e-Seal service on a per-signature basis

If Vizibit provides the User with supplementary services for a fee, the User undertakes to pay the fee defined for them (e.g. costs for equipment, training, etc.). The amount of the fee for supplementary services is set out in the User Agreement

Use of additional services is based on a pay-by-order principle. The specifications of usage and service limitations, as well as cost pricing, are set out in the User Agreement

There is no right to a refund of fees that are due or have been paid

Vizibit reserves the right to increase user fees. Vizibit will announce any such increases appropriately and with sufficient advance notice. The User has the right to terminate the User Agreement at the time the fee increase takes effect, provided it notifies Vizibit of this in writing within 15 days of receiving the notice

Payment terms

Unless otherwise agreed in writing, invoices must be paid in full within 15 days of the invoice date. After the expiry of this payment period, the User shall be in default without further notice

If payment is not received within five (5) days of the due date, Vizibit reserves the right to restrict the functionality of the Solution until payment is made in full

Non-payment of two (2) consecutive invoices within ten (10) days of the due date of the latest invoice shall be deemed grounds for unilateral termination of the User Agreement

In cases where an annual subscription is paid in advance, non-payment of the invoice for the following year within thirty (30) days of its due date shall be deemed grounds for unilateral termination

Prices quoted by Vizibit are always exclusive of value added tax or other charges, unless Vizibit states otherwise

Exclusion of set-off

Neither party is entitled to set off payment obligations against claims owed by the other party

Reservation of rights

Vizibit hereby reserves all rights in the Solution, with the exception of the rights expressly granted to the User under the User Agreement

Limitation of liability

Vizibit accepts no liability whatsoever towards any Application user. Any damage incurred by an Application user in connection with the User's use of the Services shall be borne solely by the User

To the maximum extent permitted by applicable law, Vizibit and its employees shall under no circumstances be liable for any loss of profit, revenue, sales, data, or costs of procuring substitute goods or services, property damage, personal injury, business interruption, or any special, direct, indirect or consequential damages arising from the use of, or inability to use, the Solution

Since some countries do not permit the exclusion of liability, in such cases Vizibit's liability shall be limited to the amount paid to Vizibit in the 12 months preceding the event

Vizibit excludes any liability for damages caused predominantly or solely in connection with the services of a trust service provider, certification authority or electronic identity provider, where a contract exists between the User and that provider, or where the User may claim damages directly from them. Otherwise, Vizibit's liability is limited to the amount paid for the Subscription in the preceding 12 months

Vizibit further excludes liability for damages caused by the User or an Application user, such as non-compliance with the Terms of Use, incompatibility of devices or software, interruption of data transmission, deactivation of required cookies, or lack of access security

Vizibit is not liable for damages arising from the unavailability of the Services

Since Vizibit is not a trust service provider, it expressly excludes liability for damages relating to such services. Details of the trust service provider form an integral part of the User Agreement

Vizibit is not a Cloud Service Provider; the infrastructure is provided by a third party. Vizibit excludes liability for damages relating to the services of the cloud service provider. Details of the cloud service provider form an integral part of the User Agreement

Vizibit is not liable for:

  • the unavailability of external services required for remote digital signing and verification;
  • an Application user's personal data outside the scope provided for in the Agreement;
  • the User's provision of terms of use, privacy policies and other documentation to Application users

Indemnification

If a third party disputes ownership of, or the rights to use, the Services, Vizibit undertakes to indemnify the User against all claims arising from the use of the Services, to defend the User, and to pay damages (including reasonable defence costs)

The User undertakes to indemnify Vizibit and its employees against all claims arising from the use of the Services by the User and by Application users. This applies in particular to cases of breach of the contract's provisions, misuse of the services, breach of the trust service provider's provisions, or breach of applicable law

The harmed party must promptly notify the other party of third-party claims. The parties shall consult with and support each other in the defence

Disclaimer of warranty

You, as the User, acknowledge that the Solution is provided on an "as is" and "as available" basis, and that use is at your own risk

Vizibit disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement

Vizibit does not warrant that the Solution will meet your specific requirements, that it will be uninterrupted, accurate, secure or error-free, or that errors will be corrected

Third-party products

If you use the Solution with third-party products, you are responsible for complying with their terms and privacy policies

Vizibit does not provide support for, nor does it warrant continued integration with, products that are not a native part of the Solution

Transfer of the Subscription

For the avoidance of doubt, there is no transfer of rights to the Solution unless expressly provided for in these Terms or in a separate agreement

User obligations and warranties

  • The User undertakes to settle fees due within the payment deadline and to keep the information provided to Vizibit accurate and complete
  • The User warrants that it has the legal right to use the e-mail addresses provided
  • The User must keep Application user accounts up to date and remove them once the relevant users leave the organisation
  • The User is responsible for the confidentiality of its account and all activity under it
  • The User must ensure that Application users do not misrepresent their identity
  • The User must protect authentication data and promptly notify Vizibit of any suspected unauthorised access
  • The User and its registered Application users may not use the platform in an unauthorised manner, infringe intellectual property rights, use the services for commercial purposes beyond the agreed scope, introduce malicious software, or send unsolicited mail (SPAM)
  • The User must, in particular, refrain from attempting to duplicate, decompile, modify or derive the source code of the Services, manipulate hashes, breach the law, or distribute or sell the Services to third parties without authorisation
  • The User will ensure that Application users comply with the Terms of Use
  • Vizibit has the right to disclose information about an Application user (typically to their employer) where the services have been misused for criminal activity
  • The User is aware that the transfer of documents may be subject to export controls and bears sole responsibility for such data as exporter and importer

No other obligations

The User Agreement creates no other obligations for Vizibit beyond those specifically set out therein

Suspension of services

Vizibit has the right to suspend or restrict access to the Services if:

  • the User is late in payment,
  • the User breaches the Agreement, or
  • the smooth operation of the Services is jeopardised by circumstances within the User's sphere of risk

Cancellation

In the event of cancellation:

  • the Expiry date is defined by the User Agreement;
  • all amounts due and not yet due become payable on the Expiry date;
  • Vizibit ceases to provide access to the Services and technical support at the end of the Expiry date;
  • all rights to the Subscription cease to exist;
  • Vizibit will provide the User with copies of all documents and data by the end of the Expiry date

Termination by mutual agreement

The Agreement may be terminated by mutual agreement at any time:

  • the Termination date will be the end of the current month;
  • access to the Services and technical support ceases on the Termination date;
  • all amounts due become payable;
  • Vizibit will delete the accounts, but will allow the download of copies of documents and data until the end of the Termination date

Unilateral termination

Extraordinary termination is possible:

  • if the User exercises its right of termination due to a fee increase;
  • with immediate effect, if a trust service provider or cloud service provider terminates its relationship with Vizibit;
  • if the User or its External users breach material provisions and the breach is not remedied

A party may unilaterally terminate the agreement without judicial intervention in the event of a serious breach by the other party, after the breaching party has been notified and has failed to remedy the breach within 10 business days

In that case, the Termination date is the end of the current month (but no less than 5 business days after delivery of the notice)

The breaching party has no right to compensation for damages as a result of unilateral termination

Either party may terminate the agreement immediately if the other party enters bankruptcy or liquidation proceedings

Outstanding payment obligations survive the termination of the agreement

Data protection

For all information on the handling of data, Vizibit refers to its Privacy Policy or Data Processing Agreement

The User warrants compliance with data protection laws when processing personal data

Assignment of the User Agreement

The User may not assign the rights and obligations under the Agreement without Vizibit's prior express written consent

Governing law

The User Agreement is governed by the laws of the Republic of Croatia

The UN Convention on Contracts for the International Sale of Goods does not apply

Disputes shall be resolved through good-faith negotiations, followed by mediation proceedings

If the dispute is not resolved within 60 days of the start of mediation, the parties may refer the matter to court

The Commercial Court in Zagreb has jurisdiction over any disputes

Confidentiality

Neither party may use or disclose the other party's Confidential Information to third parties, except in accordance with the agreement or as required by law

This article shall remain in effect even after termination of the agreement

Force majeure

Neither party shall be liable for failure to perform its obligations caused by a Force Majeure Event, provided that prompt notice is given and steps are taken to mitigate its effects

If a Force Majeure Event lasts longer than three (3) months, either party may terminate the agreement in writing

General provisions

The invalidity of one provision does not affect the validity of the remaining provisions

These Terms form an integral part of the Agreement and may not be amended except in writing

A party's failure to exercise a right does not constitute a waiver of that right in the future

Third-party application terms

By signing the agreement, you accept the terms of third parties such as:

  • TSP remote signing service and the MobileID application
    • Terms & Conditions (link to be added)
    • Certificate Policy / Certificate Practice Statement (link to be added)
    • Privacy policy (link to be added)
    • Swisscom MobileID application - service details available at the link (link to be added)
  • Swisscom Dynamic Computing Services as an in-ON-SaaS option - Service Description (link to be added)
  • A-Trust Signatur mobile application
    • Privacy policy (link to be added)
    • Data protection declaration for a-trust.at and A-Trust Signatur App (link to be added)
  • Google Analytics
    • Terms & Conditions (link to be added)
    • Privacy policy (link to be added)

Changes to the General Terms

Vizibit reserves the right to amend the General Terms at any time. The amended version will be published online and shall be deemed accepted if the User does not lodge a written objection within one month of publication. An objection shall be deemed notice of termination of the agreement

Previous versions: 11 April 2024