General Terms and Conditions (AGB)

1 Introduction / Scope of application

1. The following General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships between sproof GmbH, FN 520262 t, Urstein Süd 19/2, 5412 Puch bei Hallein, Austria (hereinafter referred to as "sproof"), and its respective contractual partners (hereinafter referred to as "users"). Contractual partners of sproof are exclusively entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB).
2. sproof offers a platform for signing digital documents. The services offered by sproof enable users to sign documents or invite other people to sign a document or to time-stamp data and register hashes of documents.

2 Definitions

The terms used in these GTC have the following meaning:

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

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

3. registration

1. The user is entitled to register with sproof free of charge by entering the relevant data. Registration with sproof is required for the use of certain services and functions within the meaning of these GTC.
2. sproof will inform the user whether registration has been successful or not. sproof may reject a user's registration at its own discretion without giving reasons.
3. By registering, the user is able to manage their account by purchasing and/or canceling packages and using the corresponding functions.

4. sproof sign

sproof sign is available in the following 3 variants
a) Variant 1: Freemium without registration
b) Variant 2: Freemium with registration
c) Variant 3: Premium

5 Fees and payment modalities

1. The user can choose between the following fee-based tariffs:
   a) Monthly tariffs
   b) Annual tariffs
   c) Individual fees for additional users
   d) Individual fees for additional signatures
   e) Individual fees for the use of the API

2. 3Further information on these tariffs and fees can be found under Prices & Plans . sproof reserves the right to change these tariffs and fees at any time at its own discretion.

3. 4It is expressly agreed that the fee plus ancillary claim shall be stable in value. The consumer price index published monthly by Statistics Austria or an index replacing it serves as a measure for calculating the stability of value. The index figure calculated for the month in which the contract is concluded shall serve as the reference value for this contract. If it is no longer possible to use an index calculation at all, the value-secured fee (including ancillary claim) shall be calculated according to the same principles as were last used for the index calculation. Upward or downward fluctuations in the index figure of up to 2% are not taken into account. This margin shall be recalculated each time it is exceeded upwards or downwards, whereby the first index figure outside the applicable margin shall always form the basis both for the redetermination of the claim amount and for the calculation of the new margin. All rates of change are to be calculated to one decimal place.

4. 5All fees are net fees. Any taxes, duties and fees will be shown separately on the invoice.

5. 6Payment methods available to the user are credit card and invoice. The premium package or service will be activated after receipt of payment.

6. 7Offsetting against counterclaims of any kind whatsoever is excluded.

6. access data

1. The user is obliged to take all necessary measures to protect all access data (in particular user name, password) from unauthorized access by third parties and to keep them secret. If the user becomes aware of any misuse of the access data or if the user even suspects such misuse, the user is obliged to inform sproof immediately. Any action taken via the customer account shall be attributed to the user until the misuse is reported.
2. The user is fully liable for any third-party use of their customer account caused by the user. In particular, the user shall be liable for third-party use if the user has enabled the unauthorized use of his customer account, even if only negligently.

7 Term and termination

1. The contract terms correspond to the selected tariffs. At the end of a month or year, the contract is extended by a further month/year unless it is terminated in writing before the end of the respective month/year. Notice of termination must be given by e-mail or via the respective user account.
2. sproof is entitled to terminate a contract at any time without notice, with regard to the entire contract or individual parts thereof, if there is good cause. Good cause exists in particular ifa) the user violates official regulations or the provisions of these GTC; orb) the user takes or has taken actions that are detrimental to sproof; in particular, if the user has entered into agreements with other companies that are detrimental to sproof, contrary to public decency or the principle of competition.
3. A premature termination of the contractual relationship by the user beyond this is not possible.
4. In the event of premature termination of the contractual relationship within the meaning of this point, sproof is not obliged to refund any advance payments made to the user.

8 Warranty and liability

1. sproof warrants the proper operation of the platform under the regular conditions. § Section 377 UGB does not apply.
2. sproof shall only be liable for any claims for damages due to intentional or grossly negligent behavior. Liability for simple gross and slight negligence as well as compensation for consequential damage and financial loss, in particular damage due to a technical failure as well as damage due to failures caused by force majeure and damage from third-party claims, are excluded.
3. The user is responsible for backing up their data and documents; sproof is not liable for any loss of data or documents.
4. sproof is not liable for the correct entry of data; in particular, sproof assumes no liability for the correctness of e-mail addresses entered by users to which documents are sent.
5. If a bank, robo, auto or video identification procedure for qualified electronic signatures fails due to the fault of the person identifying themselves, the user bears sole responsibility for this.
6. Any burden of proof with regard to warranty claims or claims for damages lies with the user. § Section 924 2nd sentence ABGB does not apply.

9. blocking and deletion of users

1. sproof reserves the right to refuse, 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 their 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 violates fundamental provisions of these GTC;
   e) the user engages in behavior that is detrimental to sproof and could impair the use of the platform.
   f) 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 user.

10 Intellectual property rights

In accordance with the statutory provisions, the user is liable for ensuring that the use of the uploaded documents 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. The user also undertakes to fully indemnify and hold sproof harmless in the event of any infringement of such (intellectual property) rights of third parties.

11. data protection

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

12. final provisions

1. These GTC 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.
2. The place of jurisdiction for all disputes arising from or in connection with these GTC shall be the court with local and subject-matter jurisdiction for Salzburg.
3. sproof reserves the right to amend these GTC at any time. The user will be notified of the changes by e-mail. In the event of significant changes to the contract, the user has the right to terminate the contract in writing with one month's notice.
4. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if sproof is aware of them, unless sproof expressly agrees to their validity in writing (by email is sufficient) on the basis of individual agreements.
5. Should a clause or part of a clause of these GTC prove to be invalid, illegal or unenforceable for any reason, this shall not affect the validity or enforceability of any other provision of these GTC. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision and most closely corresponds to sproof's hypothetical intention; the same shall apply in the event of loopholes in these GTC.
6. Only the German version shall be authoritative.