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Tresorit – eSign Specific Terms for Legacy Plans (before 28 March 2024)

IF YOU SUBSCRIBE TO THE TRESORIT ESIGN SERVICES ON OR AFTER 28 MARCH 2024, YOUR ACCESS AND USE TO THE TRESORIT ESIGN SERVICES (INCLUDING SIMPLE ELECTRONIC SIGNATURES AND QUALIFIED ELECTRONIC SIGNATURES) WILL BE GOVERNED BY THE 2024 ESIGN SPECIFIC TERMS (AVAILABLE AT: eSign Specific Terms).

CUSTOMERS SIGNED UP TO THE ESIGN SERVICES BEFORE 28 MARCH 2024 WILL BE ABLE TO CONTINUE TO USE THEIR LEGACY PLANS PURCHASED BEFORE 28 MARCH 2024 IN ACCORDANCE WITH THE BELOW TERMS UNTIL THE EXPIRY OR CANCELLATION OF THEIR CURRENT SUBSCRIPTION.

If, at its sole discretion, Customer elects to use Electronic Seals for the execution of electronic documents stored within the Tresorit Services ("eSign Services"), then Customer’s and its Company Administered Users’ use of 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 Privacy Policy. 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.

  1. Service

    1. Scope: The eSign Services facilitates the execution of electronic documents between the parties to those documents. 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 Company Administered Users to access and use the eSign Services in accordance with the Documentation, solely for Customer’s business purposes.

    2. No legal advice: While the eSign Service may result in the conclusion of legally binding agreements, the eSign Services does 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 legal advice is needed, 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. Customer’s responsibility

    1. Eligibility to use: If Customer elects to use Electronic Seals, a person signing a document via the eSign Services ("Signatory") must either have a Company Administered User Account or have received an eSign Request in their email account. ESign Requests may be initiated only by Company Administered Users.

    2. Local laws: Customer is aware that the use of the eSign Services may be governed by the laws of different countries or regions. It is Customer’s responsibility to determine whether the features of 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 executes within the framework of the eSign Services can legally be formed by electronic signatures and to inform its Signatories accordingly.

    3. Electronic communications: 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. Certificates

    1. Electronic Seals: Within the framework of the eSign Services, Electronic Seals are provided by a third-party provider. Customer agrees that it is solely responsible for determining the reliability, validity, and legality of that third party digital certificate, service, or process and agrees that Tresorit is not responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal.

    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. Execution Copies

    1. 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.

    2. Storage: 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.

  5. Limitation of liability

    1. Specific Cap: NOTWITHSTANDING SECTION 12 OF THE TERMS OF SERVICE, OUR TOTAL LIABILITY TO YOU 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 YOU 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.

  6. Miscellaneous

    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.

    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.

    3. Interpretation: These Terms shall be construed in accordance with the provisions of the Terms of Service. In case of any discrepancies between the Terms of Service and these Terms, the provisions of these Terms shall prevail.

    4. Glossary: In these Terms:

      eSign Services: means an on-demand electronic signature service, which includes the ability to upload, display and acknowledge documents for electronic signature as well as encrypted cloud storage services.

      eSign Request: means the request initiated by a Company Administered User for the electronic signature of an Execution Copy.

      Execution Copy: means a document that is created from a Customer File and submitted for electronic signature within the framework of the eSign Services.

      Electronic Seal: means the digital certificate issued by a third-party provider.

      Signatory: means a Company Administered User of a Collaborator who received an eSign request and signs a document via the eSign Services.