Scope of application
These GTC apply to all services that Glue Software Engineering AG (hereinafter referred to as “Glue”) provides to the customer via its online platform for electronic signatures (hereinafter referred to as “software solution”). These GTC also apply to all services that Glue provides to customers who operate the eSignR software solution in their own infrastructure (on-premises).
The contractual language is German. If there are text versions in other languages, the wording of the German version shall apply in case of doubt. The customer accepts these GTC by concluding a contract with Glue for the software solution, by accepting Glue’s offer or by signing Glue’s software licence agreement, thereby concluding a customer contract between the customer and Glue (hereinafter referred to as the “Customer Contract”). These GTC form an integral part of the customer contract. Any deviating provisions in the customer contract shall take precedence over the GTC.
Glue reserves the right to amend these GTC at any time if changes in legislation or case law make this necessary or other circumstances lead to the contractual equivalence relationship being disturbed to a more than insignificant extent. A subsequent amendment to the GTC shall become effective if the user does not object in writing within four weeks of notification of the amendment. Glue shall expressly point out to the customer at the beginning of the period the significance of his silence as consent to the contract amendment and give him the opportunity to make an express declaration within the period. If the user objects in due time, both Glue and the customer may terminate the contractual relationship extraordinarily.
To use the software solution, the customer must accept additional terms and conditions of the recognised provider of certification services (Swisscom Trustservice AG). The use of the software solution is governed by the terms and conditions of the recognised provider of certification services.
Contractual relationship
Free test
Registration takes place in a total of three steps. In the first step, the customer enters their data, consisting of an e-mail address and the desired password.
Registration is completed by clicking on the “Register” button. In the second step, the customer receives an e-mail with a confirmation link to confirm the registration. This e-mail represents a confirmation of the registration by Glue. By confirming the registration by clicking on the confirmation link, the customer declares their registration. In a third step, the customer provides their identification data, consisting of their first name, surname, mobile phone number and country of issue of their ID card . This identification data must match the data that the customer provided to the recognised provider of certification services, Swisscom Trustservices AG, during the identification process. By providing the identification data and accepting these GTC, a contract is concluded between Glue and the customer.
Chargeable continued use
If the customer logs into their account after the free trial expires, they must select a corresponding subscription to continue using the software solution, enter their address and make a credit card payment. If the customer no longer registers after the free trial period has expired, they will not incur any costs.
Accounts
Customer: A customer of Glue may be a legal entity or a natural person who has concluded a customer contract with Glue.
User: A user is a natural person who has been authorised by the customer to use the software solution.
After the customer contract comes into force, Glue shall provide the customer with the access data for the account, which enables the customer to create accounts for users or to activate users. The customer can delete their account and, if applicable, the accounts of the users they have authorised at any time. When an account is deleted, all of the customer’s associated data is deleted, unless Glue is obliged to retain it in accordance with the Ordinance on the Keeping and Storage of Business Records (GeBüV).
Glue will automatically and silently delete accounts according to the following rules:
- Three months after expiry of the free trial period if the customer has not purchased a paid subscription to
- Twelve months after the expiry of a paid subscription.
Subscriptions
Glue undertakes to provide the software solution to the customer. The specific services purchased by the customer are set out in the customer contract or displayed to the customer when a subscription is taken out and subsequently in the account.
The services are offered to the customer in the form of subscriptions (“Personal”, “Business Starter” and “Business Pro”). The customer selects the subscription as part of the order. Switching to another subscription is only possible at the end of the subscription term. In the event of a desired change during the term of the subscription, the customer must contact Support. The fee already paid for a current subscription will be credited proportionately and on a daily basis to a more expensive subscription or refunded if a change is made to a cheaper subscription.
In the case of the “Business Starter” and “Business Pro” subscriptions, the customer initially determines the number of user accesses required when taking out the subscription. The number of user accesses can only be changed at the end of the subscription term. In the event of a desired change to the number of user accesses during the term of the subscription, the customer must contact Support. The fee already paid for a current subscription will be credited proportionately and on a daily basis to a more expensive subscription or refunded if a change is made to a cheaper subscription.
UtilisationIn order to sign documents with a qualified electronic signature (QES), the signatory must be authenticated and a signature created by a recognised certification service provider is required. Glue integrates the ZertES- and eIDAS-compliant components of the recognised provider of certification services Swisscom Trustservices AG into its software solution.
Glue itself is not a recognised provider of certification services within the meaning of the Swiss Federal Act on Electronic Signatures (ZertES) or 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).
Availability
Glue guarantees the functionality and availability of the software solution during the term of the contract and shall maintain it in a condition suitable for use in accordance with the contract. Glue shall make every effort in accordance with the recognised rules of technology to enable the customer to use the service properly, but does not guarantee unrestricted availability or the absence of errors.
Glue guarantees 99% availability of the software solution on a quarterly basis. This does not take into account downtimes that are not due to a breach of duty by Glue, such as downtimes of the recognised provider of certification services, attacks on systems by third parties, hardware failures for which Glue is not responsible or cases of force majeure, as well as associated unplanned maintenance work.
Maintenance window
Glue may temporarily interrupt access to the software solution in order to carry out maintenance work. Glue will generally schedule maintenance windows outside the regular usage times of the software solution. Glue shall also carry out urgent work that cannot be postponed (e.g. to rectify security or stability problems) during the regular usage times of the software solution. In the event of urgent work requiring a longer interruption, Glue shall inform the customer at short notice. Glue always endeavours to keep disruptions caused by maintenance work as short as possible.
Right of use
The right to use the software solution to the extent subscribed to by the customer arises upon full payment of the first fee by the customer and remains in force as long as the customer has paid the fees owed by the due date.
Glue’s intellectual property rights
All content, including but not limited to computer programs, services, processes, designs, technologies, trademarks, distinctive signs and inventions used on the Websites or accessible via the Websites or the Software Solution are the intellectual property of Glue or its licensors.
Customers undertake not to use the websites, the software solution or the above-mentioned elements for purposes other than those provided for in the contract.
Remuneration
Upon conclusion of a subscription or contract, the customer undertakes to pay the agreed remuneration to Glue. Unless otherwise stated, the prices quoted on the websites include VAT and expenses. Glue may provide the customer with additional services such as installation, training, etc. for a fee. The corresponding modalities are regulated in a separate contract.
Glue is authorised to invoice the remuneration for the use of the software solution (a) in advance, (b) at the time of use, (c) after use or (d) periodically.
Payment for subscriptions is generally due in advance at the beginning of each new term.
The customer must specify a means of payment for the purchase of subscriptions. The customer authorises Glue to have their means of payment stored by the payment service provider and to process regular payments as electronic direct debits. The customer can download billing information in the form of a receipt as a PDF file from their account at any time.
Obligations of the customer
The customer assumes responsibility for the appropriate handling of passwords and login data for the use of the software solution.
The customer undertakes to keep the payment information and the accounts up to date (full names, e-mail addresses and mobile phone numbers) and to remove a user from the customer account after they have left.
The customer undertakes to support Glue in the investigation of suspected or actual misuse. The customer undertakes to immediately report any security incidents that are observed or become known in connection with the use of the software solution. A security incident is any event that affects the availability, confidentiality or integrity of information from Glue’s area of responsibility and of which the customer becomes aware.
The customer undertakes to report any weaknesses in the software solution that are observed or become known. Glue and the customer undertake to treat all information of the other party as confidential, unless it is declared public.
Information regarding security incidents and vulnerabilities is confidential and can be communicated to Glue securely via the contact page https://www.esignr.ch/kontakt/. The procurement, installation, maintenance and operation of the required software and hardware within the customer’s sphere of influence is the sole responsibility of the customer or user.
Term, termination, suspension
The term of the depends on the term of the selected subscription. At the end of the term of a subscription, it is automatically extended by a further month or 12 months. The contract can be cancelled at the end of a subscription term or at any other time agreed in the customer contract. If the regular payment required for automatic renewal can be processed using the payment method deposited by the customer with the payment service provider, the customer’s subscription will end at this time. The customer will be informed of this by e-mail.
The right of the parties to terminate the contract extraordinarily for good cause remains unaffected. In particular, Glue shall be entitled to terminate the contract for good cause if the customer breaches these GTC. Glue may terminate the contract extraordinarily with immediate effect if the recognised provider of certification services terminates its contractual relationship with Glue or fails to provide its services.
Warranty and liability
Services provided free of charge are provided without any fulfilment or warranty claims. Glue may at any time and without prior notice discontinue, change or only offer services provided free of charge against payment. This shall not give rise to any claims or rights on the part of the customer. Glue does not guarantee uninterrupted or trouble-free use either generally or at any particular time.
Glue shall be liable for intent and gross negligence as well as for personal injury in accordance with the statutory provisions. Glue’s liability for slight negligence and for its auxiliary persons is excluded to the extent permitted by law. Otherwise, Glue’s liability in the event of any direct damage, loss or other costs is limited to a maximum of the remuneration amount of the customer contract prior to the occurrence of damage.
Glue shall not be liable for indirect damages, for example indirect consequential damages such as cancellation costs, additional costs, loss of income or reputation, damage to reputation, other indirect losses or consequential costs for expenses, claims by third parties and loss of reputation, loss of profit. Glue excludes any liability for damages caused primarily or exclusively in connection with the services of the recognised provider of certification services.
Force majeure
Glue shall not be liable if the non-fulfilment or delay in the fulfilment of any of its obligations is due to a force majeure event. Force majeure includes, in particular, natural events of particular intensity, wars, armed conflicts, riots, insurrections, sabotage, acts of terrorism, unforeseeable government or legal restrictions and infectious diseases or epidemics. If Glue is unable to fulfil its own contractual obligations, the fulfilment of the contract or the deadline for the fulfilment of the contract shall be postponed in accordance with the event that has occurred.
Severability clause
If individual provisions of these GTC prove to be invalid or unlawful, this shall not affect the validity of the GTC. In this case, the provision in question shall be replaced by a valid provision that is as economically equivalent as possible. The same applies in the event of a contractual loophole.
Applicable law and place of jurisdiction
The customer contract and these GTC shall be governed exclusively by Swiss law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) are excluded.
Data protection
For all information on the handling of customer and user data, Glue refers to its privacy policy. The customer shall ensure and guarantee that it and the users fulfil all legal and regulatory requirements when processing personal data and observe the provisions of data protection law.
Version as of 01 November 2023