Tresorit – eSign Specific Terms

Your use of the Tresorit eSign Services is subject to the Tresorit Terms of Service and the following terms ("Terms").

By accessing to and using the eSign Services, you agree to be bound by these Terms and acknowledge the Tresorit eSign Privacy Notice. The offering of the eSign Services is conditional upon the acceptance of these Terms. If you do not agree to these Terms, you must not access or use the eSign Services.

These Terms do not apply to Customers who Customers signed up to the eSign Services before 28 March 2024. Such Customers will be able to continue to use their eSign Legacy Plans purchased before 28 Marh 2024 in accordance with eSign Specific Terms for Legacy Plans until the expiry or cancellation of their current subscription.

1. Services
   
   1.1 Scope: The eSign Services enable Customer to display and execute electronic documents stored within the Tresorit Services. These Terms govern access and subscription to the eSign Services.
    
   1.2 Access rights: Subject to the full payment of applicable Fees, Tresorit will make available the eSign Services to Customer in accordance with these Terms, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right to allow its selected Company Administered Users to access and use the eSign Services. Customer and its Company Adminstered Users may use the eSign Services solely for Customer’s business purposes and in accordance with the Documentation.
    
   1.3 No legal advice: While the use of the eSign Services may result in the conclusion of legally binding agreements, the eSign Services do not involve the provision of legal services. You understand and acknowledge that Tresorit is not a law firm, and it does not provide any legal advice. If you need legal advice, you should consult your attorney. Tresorit shall not be a party to any of the agreements executed within the framework of the eSign Services.
   
   
2. Fees
   
   2.1 Subscription: Tresorit offers both free and paid eSign Services. In order to use the paid eSign Services, Customer must (i) have an active paid business Service Plan to the Tresorit Services, (ii) subscribe to a service plan to the eSign Services ("eSign Subscription Plan"), and (ii) purchase the relevant volume of electronic signatures ("SES") and/or qualified electronic signatures ("EU QES") (together "eSignatures"). When subscribing to an eSign Subscription Plan, Customer may elect a monthly or annual term ("eSign Subscription Period"). Free Services are subject to special terms and conditions.
    
   2.2 Seats: Subject to any limitation on the number of individual Company Administered User Accounts available under the applicable Tresorit Service Plan(s) to which Customer subscribed, access to and use of the eSign Services is restricted to the specified number of Company Administered Users permitted under Customer’s subscription. Further seats for additional Company Administered Users can be added at any time during the term of Customer’s eSign Subscription Plan.
    
   2.3 eSignatures: Customer may purchase eSignatures anytime during the relevant eSign Subscription Period. The eSignatures purchased by Customer do not have any specific expiry. However, Customer will have access to eSignatures purchased only during the term of an active eSign Subscription Plan. If an eSign Subscription Plan is terminated, any eSignatures already purchased but not used, will not be irreversibly lost. Once Customer re-subscribes to an eSign Subscription Plan, the relevant eSignatures will again be available for Customer’s use.
    
   2.4 Legacy plans: eSign Subscription Plans purchased on or after 28 March 2024 may not be used in conjunction with Legacy eSign Plans purchased before 28 March 2024. To upgrade your Service Plan to the new eSign Subscription Plan, please contact support@tresorit.com.
    
   2.5 Payment and billing: In respect of payment and billing, the relevant provisions of section 8 of the Terms of Service will apply.
   
   
3. Use of the eSign Services
   
   3.1 Eligibility to use: The relevant Company Administered Users with access to the eSign Services ("Qualified Users") must be selected by Customer. Customer understands and agrees that only Qualified Users may initiate a request for an eSignature ("eSign Request"). The available eSignatures must be managed and administered by Customer’s Administrators.
    
   3.2 Authentication: A person executing an electronic document via the eSign Services ("Signatory") must either be a Company Administered User or a Collaborator who have received an eSign Request in their email account. As part of the authentication process, Signatories will be required to validate their email address. Customer acknowledges and agrees that (i) all Signatories must have a valid email address and (ii) the signing of Execution Copies cannot be completed unless all Signatories verify their email address.
    
   3.3 Expiry: Company Administered Users may, in their sole discretion, set the expiration of eSign Requests. Upon the expiration of an eSign Request or the expiration of Customer’s subscription, Tresorit may, in its sole discretion, delete any uncompleted Execution Copies. Tresorit assumes no liability or responsibility for a party’s failure or inability to electronically sign any Execution Copies within the relevant time period. For the purposes of these Terms, "Execution Copy" means an electronic document that is created from a Customer File and submitted for eSignature within the framework of the eSign Services.
   
   
4. Customer’s responsibility
   
   4.1 Compliance: As between Tresorit and Customer, Customer is responsible for compliance with the provisions of these Terms by Company Administered Users and Signatories and for their use of the eSign Services. Customer is aware that the use of the eSign Services may be subject to the laws of different countries or regions. It is Customer’s responsibility to determine whether the features of the eSign Services are appropriate for its intended purposes and the laws and regulations that apply to Customer and the Signatories. Customer is solely responsible for ensuring that the documents, agreements or contracts it process within the framework of the eSign Services can legally be formed by electronic signatures and to inform its Qualified Users and Signatories accordingly.
    
   4.2 Embargoed Countries: Without derogations to clause 6.5 of the Terms of Service, Customer represents and warrants that Customer, and its Signatories are not a national of, or a company registered in any of the jurisdictions specified here.
    
   4.3 Storage of Execution Copies: During the term of Customer’s subscription, Tresorit will store Execution Copies in accordance with the Terms of Service, as an Encrypted Content. Because of client-side encryption specified in clause 2.1 of the Terms of Service, Encrypted Content cannot be decrypted or inverted by Tresorit, and Customer has exclusive control over and responsibility for the content, quality, and format of Execution Copies. Tresorit is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws or regulations. Further, Tresorit is not responsible for or liable to produce any of Customer’s Execution Copies or other documents to any third parties.
    
   4.4 Digital certificates: Customer understands and acknowledges that within the framework of the eSign Services, digital certificates are provided by third-party providers. Customer agrees that it is solely responsible for determining the reliability, validity, and legality of such third-party digital certificates, services, or processes and agrees that Tresorit is not responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal.
   
   
5. Third-Party Services
   
   5.1 Trust services: Customer understands and acknowledges that Tresorit not a trust service provider or qualified trust services provider under Regulation no. 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market ("eIDAS"). Tresorit is neither a trust service provider, nor a certification authority within the meaning of the Swiss Federal Electronic Signature Act ("ZertES").
    
   5.2 Third-Party Services: Customer understands and agrees that in conjunction with Customer’s use of the eSign Services, Company Administered Users and Signatories need to use third-party products, services, or software ("Third-Party Service") and the use of such Third-Party Service may be subject to certain restrictions, including transaction limits. In particular, Customer understands and acknowledges that, to sign documents with EU QES, the authentication of the Signatory and a signature created by a qualified trust service provider meeting the requirements of the eIDAS is required.
    
   5.3 Third-Party Terms: Such Third-Party Services are provided in accordance with the terms of the applicable third-party agreement solely between the trust service provider and you, and you agree to be bound by and adhere to such third-party agreement terms. Tresorit does not provide any aspect of those Third-Party Services, and Tresorit assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Services, including with regard to any compatibility issues, errors, or bugs therein. Third-Party Services are provided “AS IS” for your convenience only and Tresorit makes no representation or warranty regarding the Third-Party Services and any modifications, improvements, enhancements, additions, or derivations thereto made or provided by Tresorit.
   
   
6. Data Processing
   
   6.1 Personal Data: Tresorit will process certain data about Customer and its Company Administered Users and Signatories which may include Personal Data. Any such data will be processed in accordance with the Tresorit Privacy Policy and the Tresorit eSign Privacy Notice. Customer will make Company Administered Users and Signatories familiar with such policies. Customer is responsible for Customer Data (including Personal Data) as entered into, supplied or used by Customer and its Company Administered Users and Signatories. Customer represents and warrants that it is entitled to process and transfer Customer Data, including the relevant Personal Data of Signatories, and such processing complies with the applicable data protection laws.
    
   6.2 Third-Party Processing: Customer consents to Tresorit providing certain information, including Personal Data, to the trust service provider and granting the trust service provider permission to access or otherwise process such information in accordance with the trust service provider’s Privacy Policy, in particular, for the purposes of registration with the trust service provider and the provision of trust services. Customer acknowledges that data processing of the trust service provider is governed solely by the privacy policy of the trust service provider. Tresorit does not endorse, is not liable for, and makes no representations as to the manner in which the trust service provider uses, stores, or processes data.
   
   
7. Limitation of liability
   
   7.1 Tresorit provides the eSign Service "as is" and "as available", without express or implied warranty or condition of any kind and you shall use it at your own risk. To the maximum extent permitted by applicable law, Tresorit also disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement or any warranty that the Service are of any particular quality or purpose.
    
   7.2 IN NO EVENT SHALL TRESORIT OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF TRESORIT OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY FOR CAUSED INTENTIONAL OR GROSS NEGLIGENT BREACH OF OBLIGATIONS BY TRESORIT AND DAMAGES CAUSED TO LIFE, BODY OR HEALTH, FOR DEFECTS IN CASES OF A GUARANTEE AND FOR FRAUDULENTLY CONCEALED DEFECTS, AS WELL AS FOR ANY OTHER LIABILITY THAT MAY NOT, UNDER APPLICABLE LAW, BE LIMITED OR EXCLUDED.
    
   7.3 TRESORIT EXPRESSLY EXCLUDES ANY LIABILITY FOR DAMAGES CAUSED MAINLY OR EXCLUSIVELY IN CONNECTION WITH THE SERVICES OF THE TRUST SERVICE PROVIDER IF THERE IS A CONTRACT BETWEEN THE CUSTOMER OR THE COMPANY ADMINISTERED USER OR SIGNATORY AND THE TRUST SERVICE PROVIDER, OR IF THE CUSTOMER OR THE COMPANY ADMINISTERED USER OR SIGNATORY CAN CLAIM THE DAMAGE DIRECTLY FROM THE TRUST SERVICE PROVIDER.
    
   7.4 CUSTOMER AGREES THAT THE SOLE AND EXCLUSIVE REMEDY FOR UNSATISFACTORY SERVICE SHALL BE TERMINATION OF THE SERVICE AND A REFUND OF ANY AMOUNT ALREADY PAID BY CUSTOMER FOR THE CURRENT SERVICE TERM. NOTWITHSTANDING SECTION 12 OF THE TERMS OF SERVICE, THE TOTAL LIABILITY OF TRESORIT AND ITS SUPPLIERS TO CUSTOMER FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ESIGN SERVICES, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO TRESORIT FOR THE ESIGN SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO LIABILITY OR EUR 100, WHICHEVER IS THE GREATER.
   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PERSONAL INJURY OR DEATH WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE JURISDICTIONS, TRESORIT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
    
   7.5 Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.
   
   
8. Indemnification
   
   8.1 You agree to hold harmless and indemnify Tresorit, including our Affiliates and employees from and against any third party claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with Customer’s or Company Administered Users’ (i) breach of these Terms, (ii) use of the eSign Services (iii) the breach of the provisions of any terms of a trust service provider, or (iv) your violation of applicable laws, rules or regulations in connection with the eSign Services.
   
   
9. Term and termination
   
   9.1 Term: These Terms enter into effect on the date you accept them or start using the Tresorit eSign Service and continues until terminated either by you or Tresorit.
    
   9.2 Renewal: Customer acknowledges and agrees that Customer’s eSign Subscription Period will automatically be renewed on a monthly or annual basis, for the same Subscription Period, unless Customer indicated otherwise before the renewal date.
    
   9.3 Cancellation: Customer may terminate subscription to the Tresorit eSign Service as of the end of the then current eSign Subscription Period (i) within the Tresorit Services, or (ii) by contacting Tresorit in accordance with clause 17.1 of the Terms of Service. In this case, Customer’s subscription to the Tresorit eSign Service will not be renewed. There is no refund for any pre-paid service. The cancellation of a subscription to the Tresorit eSign Services will not result in the termination of the Tresorit Services.
    
   9.4 Termination for cause: Either party may terminate these Terms with notice if the other party materially breaches these Terms and such breach is not cured within fifteen days after the non-breaching party provides notice of the breach. In case of termination for cause by Customer, Tresorit will provide Customer with a pro-rata refund of any pre-payment. Tresorit may suspend the Tresorit eSign Services or terminate these Terms immediately on notice to Customer if Tresorit is unable to perform the Tresorit eSign Services due the termination of the contractual relationship between Tresorit and a third-party provider, or because a third-party provider fails to perform its services.
   
   
10. Miscellaneous
    10.1 Governing law: These terms are governed by Swiss law, excluding the Swiss conflict of law rules. The parties specifically exclude applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
     
    10.2 Disputes: Any disputes arising out of or in connection with this agreement shall be decided by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The number of arbitrators shall be one (1) as shall be selected by the ICDR. The place of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.
     
    10.3 Interpretation: These Terms shall be construed in accordance with the provisions of the Terms of Service. Capitalized terms not defined in this notice will have the same meaning as in the Terms of Service. In case of any discrepancies between the Terms of Service and these Terms, the provisions of these Terms shall prevail.