General Terms and Conditions

v.6 2025

These Terms and Conditions (“T&Cs”) govern all access to and use of the Certifaction® Solution provided by Certifaction AG, Limmatquai 120, 8001 Zurich, Switzerland, CHE-343.475.910 (“Provider”). By accessing or using the Certifaction® Solution, any individual or entity (“User”) agrees to be bound by these T&Cs,  to the extent applicable to their user type.

Definitions and Scope of Application

Customer
“Customer” means the legal entity or individual who enters into a commercial agreement with Certifaction AG for the provision of the Certifaction® Solution. Employees or agents of such entity who access the Solution under that agreement are considered Users but not Customers themselves.

Guest User
“Guest User” refers to any individual who accesses or uses the Certifaction® Solution solely as an invitee of a Customer (e.g., to review or sign documents) and does not hold a commercial agreement with Certifaction AG.

Free Trial User
“Free Trial User” refers to an individual who accesses the Certifaction® Solution under a usage-limited free access plan provided directly by Certifaction AG, without a signed SaaS agreement or commercial payment obligation.

User
“User” refers collectively to: (i) Customers, (ii) employees or representatives of Customers, (iii) resellers and their end-users, (iv) Guest Users, (v) Free Trial Users.

Access rights and obligations under these T&Cs vary depending on the User type.

Scope

These T&Cs apply to all Users, but not all clauses apply to all User types. Where relevant, individual sections will specify limitations or applicability based on User type. If a separate written agreement exists between Provider and a Customer or User, its provisions take precedence over conflicting terms in these T&Cs.

1.      License

1.1.  Provider grants to the User a non-exclusive, non-transferable, and revocable right to use the Certifaction® Solution in accordance with these T&Cs. This right applies to all Users, including those without a formal SaaS agreement, subject to any applicable usage restrictions or limits.

1.2.   For the avoidance of doubt, Provider is and remains the exclusive owner of all rights, title, and interest worldwide to all patents, inventions, copyrights, trademarks, designs, trade names, domain names, databases, technical processes, trade secrets, know-how, confidential information, customer lists, technical information, data, process technology, plans, logos, images, drawings, blueprints, software or other intellectual property, all whether or not filed, perfected, registerable, registered or recorded and whether currently existing, pending, planned, issued or acquired including all renewals in or associated with the Certifaction® Solution. Likewise, any and all such intellectual property rights in modifications and customizations of the Certifaction® Solution for reselling purposes vest in the sole property of Provider, unless expressly agreed differently in writing between Provider and Customer.

1.3.   Provider shall be free to determine how and if the Certifaction® Solution shall be further developed and updated. In particular, Provider shall have the right – upon its sole discretion – to modify, extend, reduce or even discontinue features and/or functions of the Certifaction® Solution. Modifications, extensions, reductions or discontinuation of features or functions of the Certifaction® Solution shall, however, not jeopardize the basic functionality of the Certifaction® Solution.

2.      Operation

2.1.   The Certifaction® Solution is scheduled to be available for access 24 hours a day 7 days a week. The exception to this shall be any restricted or infeasible access due to non-functioning software or hardware or during scheduled maintenance windows or due to events beyond Provider’s control. These events may lead to short-term failures of the Certifaction® Solution. In such an exceptional situation, Provider will endeavour to restore the functionality of the Certifaction® Solution within the shortest possible time. For avoidance of doubt, any failure due to the hosting environment as well as any downtime of third-party services shall not be deemed as unscheduled downtime but as an event beyond Provider’s control. Provider is not responsible for the availability of a functional system or internet connection of Customer and/or User. Neither is Provider responsible for the secure handling of information by Customer and/or User and/or their data recipients. Moreover, if Customer contracts for a service that obligates Provider to send information by email, Provider is not liable for the security and functionality of such email transfers. In case Customer uses a feature with a server-side API, it is Customer’s obligation to ensure that API is safe to use.

2.2 Provider does not guarantee the indefinite storage of data, records, or digital representations processed through the Certifaction® Solution. Unless otherwise agreed, Provider reserves the right to delete such data after one (1) year from its creation. Customer and Users are solely responsible for backing up or exporting any required data within this retention period. Provider shall not be liable for any loss or deletion of data beyond the specified retention timeframe. Users may delete their data earlier at their discretion using the available functionality or by submitting a deletion request to Provider.

3.      Data Protection

3.1.   Processes of personal data by use of the Certifaction® Solution are described in Provider’s Data Privacy Policy which is available on https://certifaction.com/privacy-policy/

3.2.  The Data Privacy Policy is an integral part of these T&Cs and applies to all Users, regardless of whether a SaaS agreement exists.

4.      Maintenance

This section primarily applies to Customers. Provider has no maintenance obligations toward Guest Users or Free Trial Users beyond what is required to ensure minimal system functionality.

4.1.   Provider will cure all errors, install updates, security patches or further developments of the Certifaction® Solution and restore operation in a reasonable period of time within the scope of this maintenance.

4.2.   The term “error” means for the purpose of  these T&Cs documented and reproducible malfunctions, which render the operation of the Certifaction® Solution impossible or only possible to a limited extent. The corruption or loss of any data processed or generated by the Certifaction® Solution is considered as an error.

4.3.   Customer shall take all appropriate measures within the realms of that which is objectively possible and reasonable to allow and/or facilitate the determination of errors and the causes thereof. In this context, Customer shall provide Provider with the necessary disclosures and any requested information that could help in the remediation of errors and also be conducive to reducing or avoiding future errors. In any case, Customer shall not withhold consent to the interruptions caused by errors without important cause.

4.4.   Provider has the right to schedule maintenance windows. Such scheduled maintenance windows need to be communicated to Customer at least 48 hours in advance. Downtime resulting from such maintenance windows are not considered downtime regarding the calculation of the availability of the Certifaction® Solution.

5.      Support

This section applies to Customers only.

5.1.   To the extent Customer uses the Certifaction® Solution for its own, Customer is entitled to a first level support. If Customer is, however, reselling the Certifaction® Solution, then Customer is entitled to a second level support of Provider. “Second level support” means that only Customer can use the support services of Provider and not the customer User of the reselling Customer. Reselling Customers are responsible for support services to their customer Users. Provider does not provide direct support to Users who access the Certifaction® Solution through a Reseller, including end-customers or their employees. All support interactions must be handled by the Reseller or the direct contractual Customer, who may escalate issues to Provider under second level support.

5.2.   Provider renders such support during Provider’s regular business hours/days, which are Monday to Friday, 9:00 to 12:00 and 13:00 to 17:00 CET, excluding public holidays in Zurich, Switzerland.

5.3.   Such support services include:

i.     support for errors or functions;

ii.    support in the determination of errors;

iii.   telephone support during the regular business hours/days (calls received out of the regular business hours/days will be forwarded to a mobile phone and best efforts will be made to answer / action the call; however, there will be a backup answer phone service); and

iv.   email support: monitored during regular business hours/days; emails received outside of the regular business hours/days will be collected, however no action shall be guaranteed until the next working day).

5.4.   Support requests have to be delivered to Provider either by phone or by email as indicated by Provider on its webpage or separately in writing or by email. Support requests have to include at least the following information:

i.     relevant software used to access the Certifaction® Solution;

ii.    time of first occurrence of the error;

iii.   description of the error, including the error messages if any; and

iv.   description of the effects of the disruption on the User.

5.5.   Provider does not guarantee fix times or workaround times, since these depend on the result of the analysis once Provider started to work on the issue. However, if the issue is a critical or high priority error, Provider guarantees that it will continue to work and provide a workaround or permanent fix as soon as reasonably possible.

6.      Limitation on Use

6.1. Users must not:

    • Reverse engineer, decompile, or attempt to derive the source code of the Certifaction® Solution;
    • Interfere with or disable security features or access controls;
    • Use the Solution for unlawful, abusive, fraudulent, or harmful purposes;
    • Circumvent licensing or subscription restrictions;
    • Upload any malware or engage in any denial-of-service activity.

6.2.  All Users, including Customers, their employees, resellers, and their end-users, must comply with applicable laws and Provider’s usage guidelines. Violation of this section may result in immediate suspension or termination of access, without prior notice.

7.      Prices | Payment Terms | Payment Delay

This section applies to Customers only. Guest Users and Free Trial Users are not responsible for any payments and shall not be charged directly by Certifaction AG. Free Trial Users are granted temporary, credit-based access to the Certifaction® Solution without charge. No payments are required from Free Trial Users during the trial period unless they explicitly upgrade to a paid plan or enter into a commercial agreement with Certifaction AG. Upon such upgrade or conversion, they become Customers and are then subject to the terms of this section.

7.1.   The prices for the use of the Certifaction® Solution including the maintenance and support services provided by Provider to be paid by Customer are set forth in the main part of the SaaS agreement.

7.2.   Unless expressly agreed differently in the main part of the SaaS agreement, payments shall be made to the account indicated by Provider generally on the invoice within 20 days from the invoice date without any deduction; the date of receipt of payment shall be decisive.

7.3.   If a payment due by Customer does not occur on the due date, Customer shall be deemed in default without reminder and shall owe to Provider default interest of 5% plus damages (including all costs incurred by Provider in collecting any late payments such as attorneys’ fees and court costs). If Customer does not comply with Provider’s request to pay the overdue payment within 10 days, Provider may suspend the functions of the Certifaction® Solution and/or terminated the agreement with Customer. Any payments already made shall remain with Provider.

7.4.  For Users without a signed SaaS agreement (excluding Guest Users and Free Trial Users), such as those using the Certifaction® Solution under a direct online purchase plan, pricing and payment terms are governed by the conditions presented at the time of checkout. In such cases, payment is due per the selected billing cycle and the entirety of these T&Cs remains applicable.

8.      Representations | Warranties

This section applies to Customers only.

8.1.   Certifaction represents and warrants to Customer that the use of the Certifaction® Solution does not infringe any third party intellectual property rights.

8.2.   Customer acknowledges and agrees that, except as expressly set forth in these T&Cs or in the main part of the SaaS agreement, Provider does not make any further or other representations or warranties than those explicitly made in the aforementioned section. In particular, Customer herewith acknowledges that the Certifaction® Solution is provided on an “AS IS” and “as available” basis, without representations and warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, non-infringement or fitness for a particular purpose.

9.      Remedies for breach of representations and warranties

This section applies to Customers only.

9.1.   In the event of any breach or non-fulfilment of the representations and warranties of Provider, Provider shall have the right, within 30 days after receipt of a written notice, to put Customer in the same position in which it would have been if the representation or warranty had been complied with. If, and to the extent, such cure cannot be effected within such a time period, Provider shall be liable to Customer, subject to the exclusions and limitations set forth herein, for damage incurred or sustained by Customer due to the breach of the representation or warranty.

9.2.   If Customer wishes to assert a claim under these T&Cs or an applicable agreement for a breach of Provider’s representations and warranties, Customer shall deliver a written notice to Provider within 5 days after having recognized the breach. The notice of breach shall contain a brief description of the circumstances of the relevant breach of warranty or misrepresentation, to the extent such information is available. Failure to give due and timely notice within the time period set forth above shall not exclude Provider’s liability related to such breach. However, Provider’s liability shall be reduced if and to the extent that damage has been caused or aggravated by virtue of Customer’s failure to give notice in accordance with the preceding paragraph.

10.   Limitation of Provider’s liability

10.1. Provider’s liability hereunder is excluded or reduced, as the case may be, to the fullest extent permitted by applicable law. In particular, Provider shall not be liable:

i. if the User has failed to use commercially reasonable efforts to mitigate the damage;

ii. if the User has recovered, or could have reasonably recovered, any part of the damage from a third party (e.g., an insurer), after deduction of costs;

iii. to the extent the damage is attributable to any act, omission, or arrangement of the User;

iv. for loss of data;

v. for any damage or loss incurred by a User who is not a Customer, unless mandatory law requires otherwise;

vi. for indirect, punitive or consequential damages, including loss of profit, opportunities, goodwill, or reputation.

10.2. While these T&Cs describe general access expectations and scheduled maintenance notices for the Certifaction® Solution, they do not grant any right to reimbursement, compensation, or indemnification in the event of service unavailability or delays in support responses.

10.3. Notwithstanding the foregoing, the total aggregate liability of Provider to any User – under any theory of liability, whether in contract, tort, unjust enrichment or otherwise – shall in no case exceed CHF 100,000.

11.   Term | Termination

Clauses 11.1 to 11.3 apply only to Customers.

11.1. Unless expressly stated differently in the main part of the SaaS agreement, the SaaS agreement concluded and therewith the license is granted for an indefinite period of time.

11.2. Subject to any other provision in these T&Cs or in the main part of the SaaS, Provider and Customer may terminate the SaaS agreement with three (3) month prior notice effective as of December 31, after a full 12 months contract period. The termination notice has to be submitted in writing or by electronic means as indicated on Provider’s webpage.

11.3. Upon the effective date of the termination of the SaaS agreement, Customer shall not be entitled to use or resell the Certifaction® Solution anymore, and shall discontinue the grant of access to the Certifaction® Solution to Users.

11.4.  Provider may suspend or terminate any User’s access to the Certifaction® Solution at any time, with or without notice, for violation of these T&Cs, suspected abuse, inactivity, non-payment, or where required by law or regulation.

11.5. Users without a signed SaaS agreement may terminate their use at any time by ceasing to access the Certifaction® Solution. All associated data may be deleted after termination in accordance with Provider’s data retention policy.

12.   Miscellaneous

12.1. All notices and other communications between Customer and Provider shall be made in writing and sent by registered mail or electronic mail (e-mail) at the addresses communicated by one of them to the other or as stated on Provider’s webpage.

12.2. Customer is not entitled to assign the SaaS agreement or any rights or obligations thereunder (such as the License) without the prior written consent of Provider.

12.3. Customer is not entitled to set off any claims it may have against claims of Provider, or otherwise withhold the proper payment of, any amount payable by Customer to Provider under or pursuant to the SaaS agreement, regardless of whether such claim of Customer against Provider has arisen under, or in connection with, the SaaS agreement.

12.4. If any provision of the SaaS agreement including these T&Cs is or becomes illegal, invalid or unenforceable in any jurisdiction, such illegality, invalidity or unenforceability shall not affect (i) the legality, validity or enforceability in that jurisdiction of any other provision of the SaaS agreement including these T&Cs or (ii) the legality, validity or enforceability of that provision or of any other provision of the SaaS agreement including these T&Cs in any other jurisdiction. The illegal, invalid or unenforceable provision(s) shall be replaced by a legal, valid, and enforceable substitute provision the effect of which is as close as possible to the intended effect of the illegal, invalid, or unenforceable provision. The same shall apply in case of a gap.

12.5. The failure of Provider or Customer to enforce any of the provisions of the SaaS agreement including these T&Cs or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of the SaaS agreement including these T&Cs. The waiver of any breach by Provider or Customer shall not operate to be construed as a waiver of any other prior or subsequent breach.

12.6. Provider may update or amend these T&Cs at any time. Continued use of the Certifaction® Solution after such updates constitutes acceptance of the revised T&Cs. If a User disagrees with the changes, they must discontinue use of the Solution immediately.

13.   Governing law and jurisdiction

13.1. These T&Cs (whether standalone or as part of a SaaS agreement) shall be subject to and governed by Swiss law (excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980).

13.2. Any dispute, controversy or claim arising out of, or in relation to these T&Cs, including the validity, invalidity, breach, or termination thereof, shall exclusively be brought before the ordinary courts at Provider’s registered domicile in the city of Zurich, Canton of Zurich, Switzerland.