- General Terms and Conditions; offer and agreement
1.1 These General Terms and Conditions are available in English and in French.
1.2 In these General Terms and Conditions “Docunify IP” means Docunify IP Company S.A. making use of these General Terms and Conditions.
1.3 These General Terms and Conditions shall apply to all offers, legal relationships and agreements for the supply of goods and/or services of whatever nature by Docunify IP to Customers. In these General Terms and Conditions, “Agreement” means any agreement, whether orally or in writing, made by Docunify IP with Customers. No deviations from or additions to these General Terms and Conditions shall be valid unless expressly agreed and in writing.
1.4 All offers and other statements by Docunify IP shall be free of engagement unless expressly stated by Docunify IP otherwise in writing. Customers warrant the accuracy and completeness of the measurements, requirements, performance specifications and other data on which Docunify IP bases its offer and which have been stated by or on behalf of the Customer to Docunify IP.
1.5 The application of the Customer’s purchasing or other terms and conditions is expressly rejected.
1.6 If any provision of these General Terms and Conditions is null and void or annulled, the other provisions hereof shall remain in full force and effect.
- Price and payment
2.1 All prices shall be exclusive of value added tax (VAT) and any other levies imposed by the authorities.
2.2 Failing any specific conditions, Docunify IP shall be entitled to adjust the prices and rates yearly on January 1st. Exchange rates of the reference currency (Euro) of Docunify IP will be periodically set by Docunify IP according to official exchange rate evolution, and at least once a quarter.
2.3 The access to Docunify, the license renewals or the purchase of additional services can be done either by bank transfer on the basis of a purchase order, or by the purchase of the necessary funds via credit card.
2.4 Docunify IP allows free access to the trial period for 30 days starting from the activation and based on a reduced activity volume. After this period, access to Docunify will be chargeable.
2.5 Every license renewal will be done only if the Customer’s Docunify account is sufficiently provisioned. The renewal can be done manually or automatically according to the Customer’s requirements. In any case, an unfunded account will prevent the license renewal and will suspend the account, making it inaccessible.
2.6 It is the responsibility of the Customer to sufficiently provision its Docunify account in case additional services are purchased between its license renewal validation and its entry into force. Should the Docunify account not be sufficiently provisioned, the entire Docunify account will be suspended.
- Confidentiality, non-solicitation and privacy
3.1 All information supplied by one party to the other party which the other party knows or should reasonably know to be of a confidential nature, including in any case all products, as meant in Clauses 6.1 and 7.1, made available to the Customer by Docunify IP, shall be treated as confidential information. The party receiving the confidential information undertakes to use this information only for the purpose for which it is supplied.
3.2 Docunify IP undertakes to take whatever measures may reasonably be required of the same in order to secure all confidential information received by it or its employees from the Customer. Docunify IP shall observe all reasonable instructions from the Customer relating thereto.
3.3 Neither party shall, without consent of the other party, for the duration of an agreement and for one year after termination thereof employ or solicit employment of any employees of the other party who were involved in the execution of that agreement, or have such employees work for the same either directly or indirectly.
3.4 The Customer shall indemnify Docunify IP against claims by persons whose personal data has been recorded or processed in connection with a registration of persons maintained by the Customer or for which the Customer is responsible under law or otherwise, unless the Customer proves that the facts underlying the claim are solely imputable to Docunify IP.
- Retention of title and rights
4.1 Title to all objects supplied to the Customer shall rest with Docunify IP until all amounts payable as well as all other amounts which the Customer owes due to a breach of its payment obligation, have been paid in full to Docunify IP.
4.2 As the case arises, rights shall always be granted or transferred to the Customer on condition that the agreed considerations are paid in time and in full by the Customer.
The risk of loss or theft or damage to objects, products, software or data which are the subject of an agreement shall pass to the Customer at the moment when such objects are actually placed at the disposal of the Customer or a contracted party used by the Customer.
- Third party products
6.1 If and insofar as Docunify IP provides the Customer with products of any third parties, the terms and conditions of business of such third parties shall apply with respect to such products and supersede the provisions of the agreement and these General Terms and Conditions. The Customer shall accept said terms and conditions of business of third parties. Docunify IP shall send a copy thereof to Customer on request.
6.2 If and insofar as for any reason whatsoever the terms and conditions of business of third parties, referred to in Clause 6.1, shall be deemed not to apply to the relationship between Docunify IP and the Customer, or declared inapplicable, the provisions of the agreement and these General Terms and Conditions shall apply.
6.3 Docunify IP’s liability for third party products shall in no event exceed that which appears to be recoverable from the relevant third party.
- Intellectual or industrial property rights
7.1 All intellectual and industrial property rights to any product developed or provided pursuant to an agreement shall exclusively be vested in Docunify IP or its licensers. In this Clause “product” means amongst others: analyses, designs, documentation, reports, offers, hardware, software, websites and databases including any preparatory material belonging thereto.
7.2 If and insofar as an agreement does not stipulate otherwise, for products, including the source code thereof, specifically developed for the Customer by Docunify IP, the Customer shall be granted an unrestricted, non–exclusive right of use for its organisation.
7.3 The Customer warrants that no rights of third parties prevent disposition to Docunify IP of any equipment, software, materials intended for websites (visual material, text, music, domain names, logos etc.), databases, or other materials, including design material, for the purpose of use, adaptation, installation or incorporation (for example, in a website).Customer shall indemnify Docunify IP against any action based on the allegation that any such disposition, use, adaptation, installation or incorporation infringes any right of third parties.
- Cooperation by the Customer
8.1 The Customer shall always provide Docunify IP in good time with any data or information useful and necessary to the proper execution of an agreement, and always give full cooperation, including permitting access to its buildings. If the Customer utilises its own employees in cooperating in the execution of an agreement, these employees shall possess the necessary know-how, experience, abilities and characteristics.
8.2 The Customer shall bear the risk of selecting, using and applying, in its organisation, the products and the services to be provided by Docunify IP, and shall also be responsible for the monitoring and security procedures and proper system management.
8.3 If the Customer makes available software, websites, materials, databases or data, these shall meet the necessary specifications for carrying out the work.
8.4 If the Customer does not provide Docunify IP with the data, equipment, software or employees necessary for the execution of an agreement, or does not provide these in time or in accordance with the arrangements made, or if the Customer fails to meet its obligations in any other way, Docunify IP shall be entitled to suspend the execution of that agreement in whole or in part, and it shall be entitled to charge the expenses ensuing there from, in accordance with its customary rates, all of this without prejudice to Docunify IP’s right to exercise any other legal right.
8.5 In case any employees of Docunify IP perform work at the Customer’s location, the Customer shall arrange, free of charge, for the facilities reasonably required by such employees, such as a workroom with proper computer equipment and telecommunication and data communication facilities.
8.6 If, in executing an agreement, telecommunication and/or data communication facilities, including the Internet, are used, the Customer shall be responsible for properly selecting these and making them available in a timely and sufficient manner. Docunify IP shall observe all reasonable instructions from the Customer relating to this use. Docunify IP shall never be liable for damages or expenses due to transmission errors, malfunctions or the non-availability of these facilities.
- Delivery periods
All delivery or other periods stated or agreed by Docunify IP have, to the best of its knowledge, been fixed on the basis of the data that were known to Docunify IP on entering into an agreement. Docunify IP shall make commercially reasonable efforts to observe agreed delivery and other periods as much as possible. The mere fact of any stated term (of delivery) being exceeded shall not constitute default made by Docunify IP. Docunify IP shall not be bound by any terms (of delivery) which can no longer be met due to circumstances beyond its control which have occurred after the agreement was concluded. If any term threatens to be exceeded, Docunify IP and the Customer shall consult together as soon as possible.
- Termination of the agreement
10.1 In addition to not renewing their subscription, each of the parties shall be entitled to terminate their agreement during a subscription period if the other party, after being given proper written notice of default, as detailed as possible and stating a reasonable period to remedy the failure, imputably fails to meet any essential obligations arising from that agreement.
10.2 Each of the parties may terminate an agreement either in whole or in part in writing with immediate effect and without notice of default, if the other party is granted a (provisional) moratorium on payments, if with regard to the other party a bankruptcy petition is filed or if its undertaking is wound up or closed down otherwise than for the purpose of reconstruction or amalgamation of enterprises. The party thus terminating an agreement shall never be obliged on account of this termination to refund funds already received or to pay damages. In the event of the Customer’s liquidation, the right to use products provided to Customer shall be extinguished by law.
10.3 If at the time of such rescission of an agreement, referred to in Clause 10.1, the Customer has already received any performance in the execution of the agreement, such performance and the payment obligation connected therewith shall be incapable of being undone unless the Customer proves that Docunify IP is in default with respect to such performance. Any amounts invoiced by Docunify IP before the rescission in connection with any work or products already performed or delivered by the same in execution of the agreement shall remain fully due subject to the provision in the preceding sentence and shall become immediately payable upon rescission.
- Public references
The Customer hereby authorises Docunify IP to make public reference to the Customer’s selection of Docunify IP’s service and the nature of the services provided. Subject to the Customer’s prior written consent, Docunify IP may publicly refer to the solution implemented or to be implemented by Docunify IP and may write and publish a high Docunify IP profile discussing the reasons supporting the Customer’s choice of Docunify IP’s solution and the benefits gained there from by the Customer.
- Governing law and disputes
12.1 The agreements between Docunify IP and the Customer shall be governed by the laws of the Grand Duchy of Luxembourg.
12.2 Disputes that might arise between Docunify IP and the Customer in connection with any agreement concluded between Docunify IP and the Customer, will fall under the responsibility of the courts of the Grand Duchy of Luxembourg.
12.3 If a settlement cannot be reached within sixty days after the dispute has been reported by a party to the other party, each party is entitled to submit the dispute to the competent court in Luxembourg.
- 1. Docunify IP COMPANY S.A., with registered office is at 3, Wirwelt, 9970 Leithum, Luxembourg (the “Supplier”); and
- the “Customer”.
The Supplier is the owner and licensor of a Web Application listed in the Schedule and is willing to grant a license to the Customer to use such products.
IT IS AGREED by the parties as follows:
- DEFINITIONS AND INTERPRETATION
In this agreement the following expressions shall have the following meanings:
“Affiliate” includes each and any subsidiary or holding company of the Customer and each and any subsidiary of a holding company of a Customer;
“Account Manager” Any and all individuals appointed by the Customer to manage the account subscribed: fund the wallet, use the credits for renewal subscription or acquiring extras and create teams of users.
“Documentation” means the user instructions, operating manuals and all documentation to enable the proper operation and functionality of the Web Application supplied by the Supplier to the Customer;
“GTC” means the General Terms and Conditions of the Web Application available on the official website of the Supplier.
“Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to copyright, trademarks, design rights, trade names, patents, know-how, trade secrets, database rights or any similar right exercisable in any part of the world including any application for the registration of any patents or registered designs or similar registrable rights in any part of the world;
“Materials” means the Web Application Documentation and the Media;
“Media” means the media on which the Web Application Documentation is recorded or printed;
“Web Application” means the application outlined in Schedule 1 to this agreement.
Clause headings are inserted for ease of reference only and shall not affect the interpretation or construction of this agreement.
If there is any conflict or ambiguity between any provision contained in the body of this agreement and any provision contained in the schedules or annexes, the provision in the body of this agreement shall take precedence.
- GRANT OF LICENSE
The Supplier grants to the Customer a non-exclusive license to use the Web Application and Materials in accordance with the terms of this agreement
Subject to the terms of this agreement, the Customer shall have the right to:
only use the Web Application in object code form for the normal business purposes of the Customer. The Customer must ensure that the Web Application is exclusively used by individuals duly authorized by the Customer to access the Web Application and the information contained and that no abuse is organized to run multiple customers within a single license agreement;
Using the Web Application in normal circumstances, the Customer will create users and invite them to join the platform. These registered users will have access to part or all the information of that Customer on the platform, with possibility to locally or remotely download this information.
The Customer may also invite registered users and external users to sign digital documents legally binding.
The Supplier highly recommends to the Customer to adopt a strict policy of documentation and identification of each registered and external user to ensure that access is granted to the right individuals. The Web Application recognizes the users thanks to their email address and their mobile or landline phone number. The Customer should ensure that access and use of the platform is completed by an adequate identification of users. To that end, the Web Application allows the Customer, when creating a user, to store a copy of his/her ID record together with the user details (phone and email).
The Supplier will not be held responsible of any operational, financial of confidentiality consequences due to erroneous or insufficient identification of users by the Customer.
4.1 The Customer shall pay to the Supplier a license fee based on the chosen package (the “Package”). The Customer shall choose the subscription period: 1 year, 3 months or 1 month.
4.2 Package amendments
The Customer may downgrade his Package at the end of each subscription period. The Customer may upgrade his package at any time after the first month of subscription.
5.1 The Supplier shall authorize the access to the Web Application within 3 days following the date of the payment if the Customer chooses to pay with bank transfer. Funding with credit cards (Visa or Mastercard) will automatically credit the Customer Account and subscription will be delivered on the same day.
The period of the Customer’s license shall begin at the date of payment validation and ends at the maturity date of the chosen subscription period (1 year, 3 months or 1 month) unless the Customer completes the renewal process manually or ensures that sufficient funds are available on his Docunify Wallet to automatically renew his subscription.
- CUSTOMER’S UNDERTAKINGS
7.1 Except to the extent permitted by the Customer as a lawful user of the Materials or to the extent permitted by law, the Customer undertakes not to:
7.1.1 make copies of the Web Application, in whole or part;
7.1.2 copy, adapt, modify or translate the Documentation without the prior written consent of the Supplier. The Supplier shall provide the Customer with one copy of the Documentation to enable the proper operation and functionality of the Web Application;
7.1.3 translate, disassemble, decompile, reverse engineer, adapt, vary or modify the Web Application without the Supplier’s prior written consent. Notwithstanding this clause 7.1.3, in the case of reverse analysis where permitted by applicable law, the Customer may incidentally decompile the Web Application only if it is essential to do so in order to achieve interoperability of the Web Application with another software program or hardware (“Permitted Purpose”) and provided the information obtained by the Customer during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party without the Supplier’s prior written consent and is not used to create any software or web application which is substantially similar to the expression of the Materials nor used in any manner which would be restricted by copyright;
7.1.4 delete, vary or obscure any copyright or other proprietary notices on or in the Materials
7.1.5 rent, lease, sub-license, assign, transfer or distribute any of the Web Application and Materials.
7.2 The Customer undertakes during the continuance of the license to:
7.2.1 keep the Materials and all copies under the Customer’s effective control and to maintain adequate security measures to protect the Materials from access or use by any unauthorized person;
7.2.2 ensure that, prior to the use of the Materials by its employees or agents, that all such parties are notified of the terms of this agreement;
7.2.3 provide the Supplier with any information required to identify the Customer in accordance with applicable Laws and regulations.
7.2.4 comply with the GTC of the Supplier as may be amended from time to time.
- INTELLECTUAL PROPERTY RIGHTS
The Web Application, Logos, Materials and all Intellectual Property Rights of whatever nature in the Materials are and shall remain the property of the Supplier and the Customer agrees immediately to notify the Supplier if it becomes aware of any infringement or any unauthorized use of the Materials by any person.
- INTELLECTUAL PROPERTY INDEMNITY
9.1 The Supplier agrees to indemnify the Customer against all actions, claims, proceedings, damages, costs and expenses arising from any actual or alleged infringement of Intellectual Property Rights in the Grand-Duchy of Luxembourg arising from the Customer’s use of the Materials provided such use is in accordance with the terms of this agreement and that the Customer promptly notifies the Supplier in writing of any such allegation.
9.2 At the Supplier’s request and expense, the Customer shall permit the Supplier to conduct all negotiations and litigation. The Customer shall give all reasonable assistance and the Supplier shall pay the Customer’s costs and expenses so incurred.
9.3 The Supplier may, at its option and expense, modify or replace the Materials to avoid any alleged or actual infringement and any modification or replacement must not affect the performance of the Materials. If the Supplier is unable to modify or replace the Materials, then the Supplier shall refund to the Customer the corresponding portion of the license fee, as normally depreciated, and the agreement shall immediately terminate.
9.4 This indemnity shall not apply to allegations or infringements arising directly from the combination of the Materials with other items not supplied by the Supplier or that are in any way attributable to any action or default of the Customer or to the Customer or anyone acting on his behalf having amended any of the Materials or used them outside the terms of this License.
10.1 Subject to the limitations and exclusions of liability set out below, the Supplier warrants that for a period of ninety days from the date of delivery (the “Warranty Period”) the Documentation will provide adequate instructions to allow the Customer to make proper use of the Web Application.
10.2 The Supplier warrants that it shall use and adopt only good quality materials, techniques and standards in performing its obligations under this agreement with the standards of care, skill and diligence required of good computing practice.
10.3 The Supplier warrants that it shall take all reasonable precautions to ensure that the Web Application are free from all viruses that could have been detected by using the latest (at the date of dispatch) commercially available virus detection software.
10.4 If within the Warranty Period the Supplier receives written notice from the Customer of any breach of the warranties given in this clause 10, then the Supplier shall at its own expense and within twenty days of receiving such notice remedy the defect in question.
10.5 The Supplier shall not be liable under any of the warranties given in this clause 10 if the Web Application fail to conform to the warranty because of any corruption, abuse or incorrect use of the Web Application (including use of the Web Application with equipment or other software which is incompatible) or because of any unauthorized variation or modification to the Web Application.
10.6 The Supplier provides no warranties in respect of the interoperability of the Web Application with any other software packages of the Customer or for any lack of functionality caused by other software either installed prior or subsequent to the use of the Web Application.
10.7 The Supplier does not warrant that the operation of the Web Application will be uninterrupted or error free and the Customer acknowledges and agrees that the existence of such errors shall not constitute a breach of this agreement.
10.8 All other guarantees, representations and warranties of any kind, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or ability to achieve a particular result are excluded, so far as such exclusion or disclaimer is permitted under the applicable law.
- LIMITATION OF LIABILITY
11.1 Subject to clause 11.3, in no event shall the Supplier be liable (whether in contract or in tort) for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever that is an indirect or secondary consequence of any act or omission of the Supplier whether such damages were reasonably foreseeable or actually foreseen.
11.2 Subject to clause 11.3, the total liability of the Supplier to the Customer under this agreement shall not exceed the total of all sums paid to the Supplier under this agreement over a one-year period, or if the total subscription period of the Customer is less than one year, to the total fee that has been paid by the Customer to the Supplier.
11.3 Nothing in this agreement shall exclude or limit the liability of the Supplier for fraudulent misrepresentation or for death or personal injury resulting from the negligence of the Supplier or its employees.
During the term of this agreement the Supplier shall at its own expense maintain such insurances as are required by any applicable law and as it considers appropriate in respect of its obligations under this agreement with an insurance company of repute. Such insurances shall include third party liability insurance with an indemnity limit of not less than EUR 10,000 for each and every claim.
13.1 Either party receiving information (the “Recipient”) from the other marked “confidential” or which may reasonably be supposed to be confidential, including, without limitation, information contained in the Materials and other information supplied by the Customer or Supplier, shall not without the other’s prior written consent use such information except for the purposes of this agreement or disclose such information to any person other than to their own employees or agents who have a need to know the information.
13.2 Clause 13.1 shall not apply to information that is lawfully known to the Recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is ordered to be disclosed to a regulatory body or a court of competent jurisdiction.
13.3 The Recipient shall ensure that any person referred to in clause 13.1 is bound by similar confidentiality terms to those in this clause 13.
13.4 The confidentiality terms in this clause 13 shall remain in full force and effect during the term of this agreement and following the termination of this agreement.
14.1 If the Customer commits a material breach or persistent breaches of this agreement, and in the case of a breach which is capable of being remedied, fails to remedy the breach within 30 days of written notice from the Supplier to do so, then the Supplier may terminate this agreement immediately on giving written notice to the Customer.
14.2 Upon termination of this agreement, the Customer will be enabled to extract and store any Customer data upon a separate media. Granting a termination access to the Account Manager will be limited in time to a maximum of 90 days.
14.3 Any termination of this agreement shall not affect any accrued rights or liabilities of either party.
- FORCE MAJEURE
Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this agreement if the delay or failure results from events or circumstances outside its reasonable control.
This agreement may not be assigned by either party without the prior written approval of the other party.
If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
- ENTIRE AGREEMENT
This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This agreement may be varied only by a document signed by both parties.
- NO RELIANCE ON WARRANTIES
Each Party acknowledges that it has not relied on and will have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in this Agreement. However, nothing in this clause shall limit or exclude liability for fraud.
The waiver by either party of a breach by the other in the performance of its obligations under this Agreement shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party.
The Customer acknowledges that the hosting location selected at the time of creation of a team of users cannot be amended after its creation. Transfer of data hosting location will not be possible.
- GOVERNING LAW AND DISPUTES
This agreement shall be governed by and construed in accordance with the law of Grand-Duchy of Luxembourg.
The parties will endeavor to settle any dispute that arises by direct negotiation but if direct negotiation does not result in a resolution of the dispute within 45 days (or any longer period agreed by the parties) it will be finally determined by the courts of Grand-Duchy of Luxembourg.
The Site Owner and legal owner of this website is: Docunify IP Company S.A. a limited company incorporated in Luxembourg under company No.B200776. VAT Registration No. LU28060981.
Our head office and registered address is: 3 Wirwelt, L-9970 Leithum, Grand-Duchy of Luxembourg
All information and materials on this site are provided on an ‘as is’ basis and are not intended in any way to be comprehensive. Anyone making use of this site does so at their own risk and visitors to the website are advised to take independent professional advice before acting on any information or materials found here. The Site Owner accepts no responsibility and gives no representations or warranties, express or implied, that any of the information and materials on this site are complete, accurate or free from errors or omissions. The Site Owner reserves the right to update any of the documents, data and other information on this website at any time without notice.
The content of this website is the copyright of the Site Owner unless otherwise stated. You may copy or use any page or document for your own personal purposes or send it on to someone known to you solely for information and free of charge but only on the condition that (a) you make it clear that copyright belongs to us, (b) your use of any such material is not misleading and (c) it is not used for any commercial purposes. Unauthorized use of any materials on the website that violates any of these conditions or any relevant copyright, trademark and other laws could result in legal proceedings.
LINKS TO THIRD PARTY WEBSITES
The Site Owner may provide links to third party websites but we do this as a convenience to users of this Site. We do not control or accept any responsibility or liability for third party websites or their content.
LINKS TO THIS WEBSITE
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