The Terms and Condition form an integral part of the SIGNATOR SOLUTION Customer Contract entered into between
You as the Customer
ViziBit d.o.o., a company duly incorporated and operating under the laws of Croatia, with its registered office at Gradna 89 F, Gradna (Samobor), Croatia, Personal identification number (OIB): 65845322221, registered at the Commercial Court in Zagreb under registry number (MBS): 080938165, VAT ID: HR65845322221.
Terms and generalities
1. DEFINITIONS AND INTERPRETATION1.1. The following terms shall have the following respective meanings unless the context otherwise requires:
1.1.1. Terms means these SIGNATOR SOFTWARE AS A SERVICE SOLUTION Terms and Conditions considered as an integral part of the Customer Contract between Vizibit and the Customer;
1.1.2. Customer Contract means the whole SIGNATOR Customer Contract (including these Terms and all other annexes and addendums or other integral parts thereof) entered into, or to be entered into between Vizibit (or Vizibit’s reseller) and the Customer, may be entered into in the form of a standardised Order Form;
1.1.3. Subscription means the terms and conditions for use of the Solution by the Customer, as defined by the Customer Contract, these Terms and its Appendices;
1.1.4. Vizibit means Vizibit as the copyright owner or an entity authorised by the Vizibit, such as a reseller, that is providing the Subscription;
1.1.5. You/Customer means an individual or Legal Entity exercising permissions and using SIGNATOR per the Customer Contract;
1.1.6. Business Day means any working day in the Republic of Croatia, except Saturdays, Sundays and public holidays;
1.1.7. Commencement Date means the date of signing of the Customer Contract;
1.1.8. Date of Expiration/Termination is the Day at the end of which the Customer Contract ceases to be valid;
1.1.9. Derivative Works means any work, whether in source or object form, that is based on (or derived from) the Solution and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship;
1.1.10. 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 Bundesgesetz über Zertifizierungsdienste im Bereich der elektronischen Signatur und anderer Anwendungen digitaler Zertifikate (ZertES);
1.1.11. 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 Customer;
1.1.12. Cloud Service Provider means the provider of cloud infrastructure and data centre solutions housing and running the Solution and Services on its infrastructure;
1.1.13. SaaS means Software as a service and represents 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”;
1.1.14. Solution or SIGNATOR Services means a SaaS platform and all applications for initiating, digitally signing and exchanging legally binding documents in B2B, B2C, B2G, G2G scenarios, as defined by the document Solution Description;
1.1.15. Solution Description means an addendum to the Customer Contract defining the basic functionalities and integral parts of the Solution or Signator Services, includes third party documentation;
1.1.16. Credentials means any logins, passwords, IDs, user IDs, account IDs, certificates, tokens, or any other assigned data or code for access to or use of the Solution;
1.1.17. Feedback means recommendations, suggestions, comments, and corrections relating to the Solution, including code enhancements, code modifications, and bug fixes;
1.1.18. Internal User is an Application User that is designated by the Customer as an Internal User with access to Internal User functionalities such as signature approval;
1.1.19. External User is an Application User included in the approval process by Internal user, has the ability to approve and/or sign a document on a case-by-case (signature-by-signature) basis;
1.1.20. Application User is a SIGNATOR Services application user with his or her own SIGNATOR Services credentials. It can be Internal, External, Super user or Admin;
1.1.21. Super User is user that can manage all Users of the application;
1.1.22. Administrator is user that can manage all parts of the Solution according to the Customer package;
1.1.23. Subscription Fee means a recurring Fee to be paid by the Customer to Vizibit, in accordance with the Customer Contract;
1.1.24. Subscription Term means the term of subscription whose duration is defined in these Terms or elsewhere in the Customer Contract;
1.1.25. Force Majeure Event means any event or circumstance which is beyond the reasonable control of a Party which results in or causes that Party’s failure to perform any or all of its obligations under the Customer Contract , including without limitation, an act of God, strike, lockout or other industrial action (not solely involving the workforce of that Party), war, terrorist act, riot, civil commotion, public demonstration, act of vandalism, explosion, fire, pandemic, inability to obtain materials, boycott, breakdown, destruction of office, any governmental act, requirement or regulation or act of any competent authority, or any other cause beyond a Party’s control, provided that lack of funds shall not be interpreted as a cause beyond the reasonable control of a Party;
1.1.26. Confidential Information means information designated as such by these Terms , explicitly designated as such by the Parties in writing, or designated as such by the applicable legislation.
1.2. In these Terms, the headings to the clauses are for convenience only and have no legal effect.
1.3. The terms set out hereinabove are not necessarily used in the same manner as in respective provisions of the applicable laws and regulations, and in such cases, they will be solely interpreted as defined in these Terms.
1.4. A document in the agreed form is a reference to a document in a form attached to the Customer Contract and entered into by or on behalf of each Party.
1.5. In these Terms, any undertaking by a Party not to do or to omit to do any act or thing includes an undertaking not to allow, cause or assist in the doing of or omission of such act or thing.
1.6. Nothing in the Customer Contract
1.6.1. creates a formal partnership between the Parties,
1.6.2. establishes either Party as the agent of the other, or
1.6.3. entitles either Party to commit or bind the other.
1.7. These Terms are applicable to all services that Vizibit provides to the Customer under the Customer Contract.
1.8. The Customer agrees to the application of these Terms by accepting Vizibit’s offer, by signing the cover sheet of the contract, which results in a customer contract (Customer Contract) between the Customer and Vizibit. Any legal conditions that the Customer may wish to apply in addition are hereby rejected and shall therefore not apply. An express deviating regulation is reserved if both parties sign it.
1.9. For the use of certain services, the Customer must accept additional conditions of the Trust Service Provider and/or Cloud Hosting Provider.
2. SUBJECT OF THE TERMS2.1. These Terms represent an integral part of the Customer Contract entered into, or to be entered into, between Vizibit and the Customer.
2.2. All provisions of these Terms extend to the Customer Contract. In case of derogation of the provisions of these Terms by provision of the Customer Contract, the provision of the Customer Contract shall prevail.
2.3. To avoid confusion, in case of inconsistencies, the provisions of the Customer Contract shall prevail.
3. CONCLUSION OF CUSTOMER CONTRACT3.1. The contractual relationship between the Parties starts as of conclusion of the Customer Contract.
3.2. The term of the Subscription shall be defined by the Customer Contract.
3.3. Unless agreed otherwise in the Customer Contract, the term of the Subscription shall be automatically extended by further consecutive periods corresponding to the original Subscription term (e.g., if the Customer has an annual plan, the Subscription shall be extended by a further 12 months; if the Customer has a monthly plan, the subscription shall be extended by a further month). The Customer Contract may be terminated at the respective end of a Subscription term or at a point in time defined in the Customer Contract respectively.
3.4. Vizibit may terminate at any time with immediate effect or interrupt the provision of its service after notifying the Customer thereof if the Customer or their External User have violated essential provisions of these Terms or the Customer Contract and if this violation either cannot be remedied or has not been remedied within a period of 10 days upon request. If the Customer is in default with the fee payment, this shall be deemed a breach of an essential provision of the Customer Contract
4. SIGNATOR SERVICES4.1. Vizibit commits to the Customer to provide SIGNATOR Services in the sense of a principal service under the Customer Contract. The SIGNATOR Services as well as the conditions of use are described in the Customer Contract.
4.2. In order to sign documents with a qualified electronic signature (QES) or an advanced electronic signature (AES), an authentication of the SIGNATORY and a signature created by a certified service or trust service provider is required. Vizibit integrates these components into its services with different trusted partners meeting the requirements of the eIDAS and/or ZertES.
4.3. In order to apply for application approval (audit trail) or sign documents with a simple electronic signature (SES), only the access to the Application User’s email address is verified.
4.4. Vizibit is neither a trust service provider nor a certification authority within the meaning of the Swiss Federal Electronic Signature Act (ZertES). Nor is Vizibit a trust service provider within the meaning of 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).
4.5. Insofar as Vizibit makes third-party services (including trust service providers / certification authorities / providers of electronic identities, cloud hosting service providers) accessible within the scope of SIGNATOR Services, their availability as well as the quality requirements for such third-party services are governed by the provisions applicable to the respective third-party services. Vizibit shall inform the Customer of the applicable provisions unless the Customer enters directly into a contractual relationship with the third party.
4.6. Vizibit endeavours to offer the SIGNATOR Services on a continuous basis. However, Vizibit is not responsible for SIGNATOR Services being available always. Vizibit may temporarily restrict the availability of SIGNATOR Services if this is necessary, for example, in view of capacity limits or the security and integrity of the servers or for carrying out technical maintenance or repair work, and if this serves the purpose of providing or improving the SIGNATOR Services properly (maintenance work). In doing so, Vizibit endeavours to accommodate the interests of the Customers or the Internal Users respectively.
5. CHANGING THE SERVICES5.1. The Customer can request additional services at any time against payment of additional user fees.
5.2. The reduction of Services is determined by the Customer Contract.
6. COPYRIGHT6.1. By opening a Customer Account, the Customer acknowledges that the rights to the SIGNATOR Services platform belong to Vizibit or its contractual partners respectively.
6.2. The Customer is not permitted to copy the contents of the SIGNATOR Services in whole or in part, to distribute it further or to make it accessible via framing or other methods. Under no circumstances is it permitted to publish non-public content of SIGNATOR Services outside of the SIGNATOR Services.
6.3. The Solution and all rights, without limitation including proprietary rights and intellectual property rights thereto are owned by Vizibit. They are protected by international treaty provisions and by all other applicable national laws of the country in which the Solution is being used.
6.4. The Customer hereby grants Vizibit a perpetual, irrevocable, worldwide licence to use any of Customer’s suggestions or ideas for modifying any of Vizibit’s products or services (“Feedback”). Such licence includes all intellectual property rights in any such suggestion or idea, without compensation, without any obligation to report on such use, and without any other restriction. Vizibit may use Feedback in any and every way, including granting sublicenses.
6.5. Vizibit has not agreed to and does not agree to treat as confidential any of Customer’s suggestions or ideas for modifying any of Vizibit’s products or services (“Feedback”). Nothing in the Customer Contract or in the parties’ dealings arising out of or related to the Customer Contract will restrict Vizibit’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Customer.
7. SCOPE OF THE SUBSCRIPTION7.1. Vizibit hereby grants Customer the right to use the SIGNATOR Services that is intended, non-exclusive, limited to the Subscription term, non-transferable and not sub-licensable to the extent subscribed to by the Customer that entitles You to be used by You within the scope of the contracted Subscription package.
7.2. The right to use the SIGNATOR Services shall arise upon the full payment of the initial fee by the Customer and shall continue to exist as long as the Customer has continued to pay the fee owed until the due date.
7.3. The term of the Subscription results from the Customer Contract.
7.4. Unless agreed otherwise between the Parties, in writing, this section conclusively regulates the use of the SIGNATOR Services. Any further use of the SIGNATOR Services is not permitted.
8. FEES AND OTHER CHARGES8.1. Upon conclusion of the Contract, the Customer undertakes to pay the agreed fees specified in the Customer Contract.
8.2. The use of the Solution and additional services is on a pay-by-use basis. Therefore, Vizibit shall charge the Customer for the following signing uses of the Solution:
8.2.1. For each Internal User using signatures on a per month / year basic;
8.2.2. For each External User on a per-signature basis;
8.2.3. Timestamp signature service on a per-signature basis;
8.2.4. eSeal signature service on a per-signature basis;
8.3. If Vizibit provides the Customer with supplementary services for a fee, the Customer undertakes to pay the defined fee (e.g., charges for equipment, training etc.). The fee amount for supplementary services is stipulated in the Customer Contract.
8.4. The use of additional services is on a pay-by-order basis. The specifications of use limitations and services, as well as pricing of the charges shall be determined by the Customer Contract.
8.5. There is no entitlement to reimbursement of fees owed or paid.
8.6. Vizibit reserves the right to increase user fees. Vizibit shall announce such increases appropriately and well in advance. The Customer has the right to terminate the Customer Contract at the time that the increase of the fees becomes effective according to the date of notification by Vizibit if the Customer declares so to Vizibit in writing within 15 days after receipt of the notification.
9. PAYMENT TERMS9.1. Unless agreed otherwise in writing, invoices must be paid in full within 15 days of the invoice date. After expiry of this payment period, the Customer shall be in default without further ado.
9.2. If payment is not received within five (5) days from the due date of the invoice, Vizibit reserves the right to limit functionalities of the Solution until payment of such invoice is received in full.
9.3. Failure to pay two (2) consecutive invoices within ten (10) days from the due date of the last invoice shall be considered cause for Unilateral Termination of the Customer Contract, per the provisions of these Terms.
9.4. In cases where yearly subscription is paid in advance, failure to pay the yearly subscription invoice for the year following the first subscription period within (30) days from the due date shall be considered cause for Unilateral Termination of the Customer Contract , per the provisions of these Terms.
9.5. Unless notified otherwise by Vizibit, prices quoted by Vizibit are always exclusive of any value added tax or expenses.
10. EXCLUSION OF OFFSETTING10.1. No party shall be entitled to offset payment obligations with claims against the other party.
11. RESERVATION OF RIGHTS11.1. Vizibit hereby reserves all rights to the Solution, with the exception of rights expressly granted to the Customer under the Customer Contract.
12. LIMITATION OF LIABILITY12.1. Vizibit accepts no liability whatsoever towards any Application User. Any damages incurred to any Application User connected to the Customer’s SIGNATOR Services iteration shall fall exclusively on the Customer.
12.2. To the maximum extent permitted by applicable law, in no event shall Vizibit or its employees be liable for any lost profits, revenue, sales, data or costs of procurement of substitute goods or services, property damage, personal injury, interruption of business, loss of business information or for any special, direct, indirect, incidental, economic, cover, punitive, special or consequential damages, however caused and whether arising under contract, tort, negligence or other theory of liability, arising out of the use of or inability to use the Solution, even if Vizibit is advised of the possibility of such damages.
12.3. Because some countries and jurisdictions do not allow the exclusion of liability, but may allow liability to be limited, in such cases, the liability of Vizibit or its employees shall be limited to the sum paid to Vizibit in the 12 months preceding the event giving rise to the liability.
12.4. Vizibit excludes any liability for damages caused mainly or exclusively in connection with the services of the trust service provider, the certification authority or the provider of electronic identities if there is a contract between the Customer and the Trust service provider, or if the Customer or Application User can claim the damage directly from the trust service provider, the certification authority or the provider of electronic identities. Otherwise, Vizibit’s liability for the aforementioned damages shall be limited to the sum paid for the Subscription in the last 12 months.
12.6. Vizibit excludes any liability for damages that could arise on the basis of a lack of availability of SIGNATOR Services.
12.7. Vizibit is not a Trust Service Provider and therefore explicitly excludes any liability for damages caused mainly or exclusively in connection with the services of the Trust Service Provider or any other certification authority. The party details, documentation and specifications regarding the Trust Service Provider are an integral part of the Customer Contract.
12.8. Vizibit is not a Cloud Service Provider. The Digital Environment infrastructure for running the Solution used by the Customer is provided by a third-party Cloud Service Provider. Unless provided otherwise by the Customer Contract and its Appendices, Vizibit explicitly excludes any liability for damages caused mainly or exclusively in connection with the services of the Cloud Services Provider or other infrastructure provision party. The party details, documentation and specifications regarding the Cloud Service Provider are an integral part of the Customer contract.
12.9. Vizibit is not responsible:
12.9.1. for the unavailability of external services necessary for the correct process of remote digital signing and verification performed by Trust Service Provider;
12.9.2. for the unavailability of external services necessary for the correct process of remote digital signing and verification performed by the Trust Service Provider;
12.9.3. the personal data of Application Users that are recorded in the database of the digital environment, outside of the scope provided for by the Customer Contract;
12.9.4. the inclusion of terms and conditions, privacy policies and other relevant legally binding documentation towards Application Users, or the quality of content or possible legal liability of the Customer due to lack thereof;
13. INDEMNIFICATION13.1. If a third party disputes the ownership and/or user rights to SIGNATOR Services, Vizibit undertakes to indemnify the Customer from all claims arising as a result of the use of SIGNATOR Services by the Customer without restriction, to defend them in such claims and to pay damages to the Customer (including for reasonable costs of legal defence).
13.2. The Customer undertakes to indemnify Vizibit and its representatives, employees and auxiliary persons from all claims arising as a result of the use of the SIGNATOR Services by the Customer and the Application Users without restriction, to defend them in such claims and to pay damages to Vizibit (including for reasonable costs of legal defence). This applies, in particular (but not exclusively), to the following cases: (a) the breach or violation of a provision of this contract, in particular the misuse of SIGNATOR Services; (b) the breach of the provisions of a trust service provider, a certification authority or a provider of electronic identities; (c) the breach or violation of the applicable law and/or the breach of rights of third parties.
13.3. The Party aggrieved shall immediately inform the other Party if a third party asserts such claims. The Parties shall consult each other with regard to the defence against claims. The Parties shall support each other reasonably in the defence and shall inform each other about the course of the proceedings regularly and without delay.
14. DISCLAIMER OF WARRANTY14.1. You, as the Customer, acknowledge that the Solution is provided on an “as is”, and „as available“ basis, and that your use of or reliance upon the Solution, any third party content and services accessed thereby is at your sole risk and discretion.
14.2. Vizibit hereby disclaims any and all representations, warranties and guarantees regarding the Solution and third party content and services, whether express, implied or statutory, and including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
14.3. Furthermore unless specifically provided otherwise by the Customer Contract, Vizibit makes no warranty that:
14.3.1. the Solution will meet your specific and individual expected requirements;
14.3.2. the Solution will be uninterrupted, accurate, reliable, timely, secure or error-free;
14.3.3. the quality of any products, services, information or other material accessed or obtained by you through the Solution will be as represented or meet your expectations; or
14.3.4. any errors in the Solution or third-party content and services will be corrected.
14.4. You assume all responsibility and risk for the selection of the Solution to achieve your intended results and for use and results obtained from it.
15. THIRD-PARTY PRODUCTS15.1. If You use the Solution in conjunction with third-party products, You are responsible for complying with the third-party provider’s terms and conditions and privacy policies, and all such use is at Your risk.
15.2. Vizibit does not provide support or guarantee ongoing integration support for products that are not a native part of the Solution, unless provided otherwise by the Customer Contract.
16. TRANSFER OF THE SUBSCRIPTION16.1. For the avoidance of doubt, there shall be no transfer of rights pertaining to the Solution under this, unless specifically and explicitly provided so by these Terms or another separate agreement between the Parties to that effect.
17. CUSTOMER OBLIGATIONS AND WARRANTIES17.1. The Customer undertakes to settle the fees owed to Vizibit within the payment period.
17.2. The Customer undertakes to keep the information provided to Vizibit up-to-date, accurate and complete. The Customer represents that it has a legal right to use the email address(es) provided. Among other things, the Customer must keep the Application User Accounts up-to-date (full names, email addresses and mobile phone numbers) and remove them from the Customer Account after they have left the system. Customer agrees to maintain the confidentiality of his account and is responsible for all activities that occur under it. The Customer shall ensure that Application Users do not impersonate any person or organisation, or falsely state or otherwise misrepresent their affiliation or relationship with any such person or organisation.
17.3. The Customer undertakes to protect their authentication data against unauthorised access in accordance with the state of the art and to notify Vizibit immediately if there is any suspicion of unauthorised access to the Customer Account or to any Application User Account.
17.4. The Customer must ensure that Application Users may not use the platform in any unauthorised manner. In particular, the Customer and their registered Application Users:
17.4.1. may not use the SIGNATOR Services in any manner that infringes any copyright, database right, trademarks, rights to confidentiality or any other intellectual property rights, or violates any data protection, privacy or any other personal rights of any Third Party;
17.4.2. may not use the SIGNATOR Services for commercial purposes outside the scope specified by the Customer Contract;
17.4.3. may not import malicious software, such as scripts, malware, viruses, trojans, other computer codes, files or programs (such as browsers with scraping and crawling functions) into the SIGNATOR Services;
17.4.4. may not send unsolicited mass mailings (SPAM, mail bombs, etc.).
17.5. The Customer shall specifically refrain from the following:
17.5.1. attempt to duplicate, distribute, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of, or decrypt the SIGNATOR Services;
17.5.2. make any modification, adaptation, improvement, enhancement, translation or Derivative Work from the SIGNATOR Services;
17.5.3. manipulate the hash;
17.5.4. violate any applicable laws, rules or regulations in connection with its access to or use of the SIGNATOR Services;
17.5.5. distribute, sell, sub-license, lease or rent, trade or expose for sale the SIGNATOR Services to a third party, nor in any way enable such a third party access to the SIGNATOR Services;
17.5.6. permit third parties to benefit from the use or functionality of the SIGNATOR Services via a timesharing, service bureau or other arrangement, except to the extent such use is specifically agreed upon between the Parties;
17.5.7. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Vizibit, unless contracted and provided otherwise by an agreement between the Parties;
17.5.8. use the SIGNATOR Services for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended, unless explicitly agreed upon otherwise between the Parties;
17.5.9. use the SIGNATOR Service for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Vizibit;
17.5.10. use any proprietary information or interfaces of Vizibit or other intellectual property of Vizibit in the design, development, manufacture, licensing or distribution of any products or services;
17.7. The Customer shall use the SIGNATOR Services in a manner that complies with all applicable laws in the jurisdiction in which SIGNATOR Services are used, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
17.8. The Customer acknowledges the right of Vizibit to disclose data regarding an Application User connected to the Customer Account (usually the Application User’s employer) if it appears that the Application User in question has misused SIGNATOR Services to disseminate criminal or infringing information. The Customer shall inform all Applications Users that Vizibit reserves this right.
17.9. The Customer is aware of the fact that the transfer of goods (goods, software, technology) may be subject to the applicable export control regulations. The transfer of documents to be signed may be subject to export control. The existence of all legally required export licences is a prerequisite for the execution of this contract and the use of the Vizibit platform. The Customer bears sole responsibility for providing data, goods, software or technology to the Application Users. The Customer is considered the exporter and importer (where applicable) of their data, goods, software and technology and acknowledges that Vizibit (including the trust service providers and cloud service providers) is not involved in the export or import process.
18. NO OTHER OBLIGATIONS18.1. The Customer Contract creates no obligations on the part of Vizibit other than as specifically set forth herein.
19. SUSPENSION OF SIGNATOR SERVICES19.1. Vizibit is entitled to suspend or restrict the access of the Customer and connected Application Users to SIGNATOR Services:
19.1.1. if the Customer is in default with the fee payment;
19.1.3. if the undisturbed operation of SIGNATOR Services is endangered on the basis of circumstances within the Customer’s sphere of risks.
20. CANCELLATION20.1. In the event of cancellation, unless the Parties agree otherwise:
20.1.1. the Date of Expiration shall be defined in the Customer Contract;
20.1.2. all performed, and undue amounts of fees, commissions and/or other amounts due by either Party to the other become due at the end of the Date of Expiration;
20.1.3. Vizibit ceases to provide the Customer with access to the SIGNATOR Services at the end of the Date of Expiration;
20.1.4. Vizibit ceases to provide all technical support, maintenance, upkeep and update services to the Customer at the end of the Date of Expiration;
20.1.5. all Subscription rights cease to exist at the end of the Date of Expiration;
20.1.6. Vizibit shall provide the Customer with copies of all Customer SIGNATOR Services documents and data by the end of the Date of Expiration.
21. MUTUAL TERMINATION21.1. The Customer Contract may be terminated by Mutual Termination at any time, unless the Parties agree otherwise:
21.1.1. Date of Termination shall be the end of the current month;
21.1.2. Vizibit ceases to provide access to the SIGNATOR Services at the end of the Date of Termination;
21.1.3. all performed, and undue amounts of fees, commissions and/or other amounts due by either Party to the other become due at the end of the Date of Termination;
21.1.4. Vizibit ceases to provide all technical support, maintenance, upkeep and update services to the Customer at the end of the Date of Termination;
21.1.5. all Subscription rights cease to exist at the end of the Date of Termination;
21.1.6. Vizibit shall delete the Customer Account and Application Accounts created by the Customer, however Vizibit shall enable the Customer to download copies of documents and data entered by Customer and its Application Users into the SIGNATOR Services by the end of the Date of Termination.
22. UNILATERAL TERMINATION22.1. Extraordinary termination may be made earlier than at the end of a contract term in accordance with the following rules:
22.1.1. if the Customer exercises their special right of termination in the event of increases in fees unilaterally declared by Vizibit according to the date of notification if the Customer declares so to Vizibit in writing within 15 days after receipt of the notification;
22.1.2. with immediate effect if a trust service provider (“Certification Authority”) or Cloud Host provider terminates their contractual relationship with Vizibit or fail to perform their services respectively, and if Vizibit is thereby unable to perform its services under the Customer Contract and/or to perform its services in full; in this case, Vizibit has the alternative of temporarily interrupting the provision of the service after notifying the Customer thereof;
22.1.3. Vizibit may terminate this contract at any time with immediate effect or interrupt the provision of its service after notifying the Customer thereof if the Customer or their External Users have violated essential provisions of the Customer Contract and if this violation either cannot be remedied or has not been remedied within a defined period. If the Customer is in default with the fee payment, this shall be deemed a breach of an essential provision of the Customer Contract.
22.2. One Party can unilaterally terminate the Customer Contract, by virtue of explicit and detailed statement of Unilateral Termination delivered to the other Party, without other formalities and court intervention, in case of severe breach of the Customer Contract by the other Party, and only
22.2.1. after the Party in breach has been duly notified of breach and called upon fulfilment in 10 (ten) Business Days term by the damaged Party, and
22.2.2. the breaching Party failed to remedy the breach within such terms.
22.3. In the case of the Unilateral Termination:
22.3.1. Date of Termination shall be the end of the current month, but no less than 5 (five) Business Days upon the delivery of the Unilateral Termination statement;
22.3.2. Vizibit ceases to provide the Customer with access to the Solution at the end of the Date of Termination;
22.3.3. all performed, and undue amounts of fees, commissions and/or other amounts due by either Party to the other become due at the end of the Date of Termination;
22.3.4. Vizibit ceases to provide all technical support, maintenance, upkeep and update services to the Customer at the end of the Date of Termination;
22.3.5. all Subscription rights cease to exist at the end of the Date of Termination;
22.3.6. Vizibit shall delete the Customer Account and Application Accounts created by the Customer, however Vizibit shall enable the Customer to download copies of documents and data entered by Customer and its Application Users into the SIGNATOR Services by the end of the Date of Termination;
22.3.7. Party in breach shall bear no right to any damages incurred due to Unilateral Termination.
22.4. Either Party can unilaterally terminate this Terms, by virtue of explicit and detailed Statement of Unilateral Termination delivered to the other Party, without other formalities and court intervention, with immediate effect, if such other party becomes bankrupt or any bankruptcy, insolvency or liquidation proceedings, whether voluntary or involuntary, are instituted by or against it, being agreed that in such case there is no contractual breach and the Party stating the termination cannot claim damages related to or due to such termination.
22.5. Unfulfilled payment obligations, as well as rights and obligations that expressly or by their nature remain unaffected by the termination of the Customer Contract , shall survive the termination of the Customer Contract . Vizibit is not obliged to reimburse the Customer for any payments already made.
23.2. The Customer represents and warrants that he and the Internal Application Users comply with all legal and administrative requirements and observe the provisions of data protection laws when processing personal data of the Customer.
23.3. Furthermore, the Customer shall ensure that Application Users are authorised to forward personal data and documents to Vizibit and to make them available for processing in accordance with the Customer Contract.
23.4. Any information obligations to Application Users of third parties or other affected parties who are not direct users of the SIGNATOR Services, but which arise from the nature of the documents to be signed, are the responsibility of the Customer.
24. TRANSFER OF THE CUSTOMER CONTRACT24.1. Unless specifically provided otherwise by the Customer Contract or another separate agreement between the Parties to that effect, no transfer of rights and obligation set out by the Customer Contract may be executed by the Customer without the explicit prior written consent of Vizibit.
25. APPLICABLE (GOVERNING) LAW25.1. The Customer Contract shall be governed by and construed in accordance with the laws of the Republic of Croatia.
25.2. The Customer and Vizibit hereby agree that the principles of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
25.3. The Parties agree that any disagreements, misunderstandings and possible disputes concerning and / or arising out of this contract shall be settled through good faith negotiations. In the event that they fail to resolve the dispute through direct negotiations, the contracting parties undertake to initiate and fully participate in a mediation procedure in order to resolve the dispute.
25.4. Should the amicable settlement of the dispute not occur within 60 days of the commencement of mediation, or within a longer period, if so agreed by the contracting parties, the contracting parties shall be entitled to initiate litigation before a competent court. The Parties undertake not to bring legal proceedings before concluding mediation proceedings, as otherwise the claim or other legal action shall be dismissed as premature.
25.5. However, in regards to injunctions, cease-and-desist orders or other similar legal remedies issued by the courts or other competent bodies aimed at preventing or stopping ongoing harmful and/or damaging actions by one the Parties against the other Party, Art. 26.3. and 26.4. do not apply.
25.6. You expressly agree that any disputes or claims ensuing from the Customer Contract with respect to Vizibit or any disputes or claims relating to use of the Solution shall be settled by the Commercial Court in Zagreb.
26. CONFIDENTIALITY26.1. Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of the Customer Contract.
26.2. Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:
26.2.1. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
26.2.2. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
26.3. This Article will survive termination of the Customer Contract.
27. FORCE MAJEURE27.1. Neither Party shall be responsible for failing to perform any obligation under the Customer Contract to the extent that it is caused by a Force Majeure Event provided that such Party (i) gives prompt notice to the other Party describing the Force Majeure Event including its known or anticipated impact and expected duration; (ii) takes all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as practicable; and (iii) continues to perform such obligations as are not affected by the Force Majeure Event.
27.2. If the Force Majeure Event continues for more than three (3) calendar months, either Party directly may immediately terminate the Customer Contract by notice in writing to the affected Party.
28. GENERAL PROVISIONS28.1. Should any of the provisions of the Customer Contract be invalid or unenforceable, this shall not affect the validity of the other provisions of the Customer Contract , which shall remain valid and enforceable in accordance with the conditions stipulated therein.
28.2. These Terms are considered an integral part of the Customer Contract and may not be modified or excluded unless explicitly provided so in writing by authorised representatives of the Parties.
28.3. If a court of competent jurisdiction finds any provision of the Customer Contract invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Customer Contract will remain in full force and effect.
28.4. All notices required or authorised under the Customer Contract must be in writing.
28.5. Failure by any Party to exercise any right given by the Customer Contract or to insist on strict compliance by the other Party of any obligation under the Customer Contract will not constitute a waiver of the Party’s right to later demand exact compliance with the Customer Contract in whole, including these Terms.
29. THIRD PARTY APPLICATION TERMS AND CONDITIONSBy signing the contract you are accepting the third party conditions as described in their documentation:
- The remote signature service of the Trust Service Provider (TSP) and MobileID App that is a mobile application for 2FA.
- Terms & Conditions
- Certificate Policy / Certificate Practice Statement
- Swisscom MobileID application
- All the details about the service are included here
- Swisscom Dynamic Computing Services used in SIGNATOR-ON-SaaS option