terms and conditions - DOCUNIFY
These Terms and Conditions (“T&Cs”) are applicable to Business Proposals related to Docunify’ services including, if applicable, the trial period. Docunify includes content services including a Saas web application (Web Application).The contract (“Contract”) between Victor Buck Services (hereinafter “Supplier”) and Customer is formed by acceptance of this Business Proposal and these T&Cs unless the Supplier and the Customer have agreed otherwise in a separate agreement (“Agreement”).
Customer has to identifiy its needs and to select the relevant package option of Docunify services that fits the most appropriately to its needs. Supplier does not warrant any fit for purpose of Docunify services to specific requirements of Customer.
1. Subscription/Payment terms
1.1 Supplier allows free access to the trial period for 30 days starting from the activation and based on a reduced activity volume. After this trial period, access to Docunify will be chargeable in accordance with the standard payment terms.
1.2 Unless otherwise agreed by the Parties in the Offer/contract/Agreement, Customer subscribes to Docunify services for a period of two years from the date of acceptance of a Business Proposal or execution of a Contract or Agreement (whichever is later) (“Initial Term”). Unless terminated by written notice sent by Customer to Supplier no later than 3 (three) months prior to the term of the Initial Period or Subsequent period, subscription to Docunify services shall be automatically renewed for subsequent periods of 1 (one) year (“Subsequent Term”).
1.3 Customer shall pay the fees as detailed in the Business Proposal. These fees are exclusive from any applicable VAT and other sales taxes and apply as from the end of the Trail period or as from the acceptance of this Business Proposal as agreed by the parties.
1.4 Unless otherwise agred by the Parties, Invoices shall be issued on a monthly basis and will be paid in accordance with the below terms or sufficient provision of Customer’s account on Docunify platform.
All invoices must be paid in full 30 days from receipt. In the event of non-payment within this time, legal interest for payment delay as defined by the Luxembourg Law of 18 April 2004, as amended, are due to Supplier by Customer. In addition thereof, Customer shall pay an indemnity to Supplier amounting to 15% of the outstanding amount with a minimum amount of EUR 40. If the invoice is disputed, this must be notified to Supplier within 15 days from the invoice’s receipt. Any dispute of the invoice outside this period will not be considered.
Invoices shall be paid by bank transfer to a bank account as provided by Supplier.
1.5 Supplier shall have the right upon not less than one (1) month's written notice to vary the price by an amount not exceeding the increase of the Luxembourg consumer price index since the acceptance of the Business Proposal or execution of a Contract or during the period since Supplier last varied the price.
1.6 Supplier reserves its rights to suspend Docunify’s license rendering the account inaccessible if monthly invoices are not paid in due course or in case of insufficient provision of Customer’s account.
1.7 Any change of package subscription will be subject to a written request to be submitted to Supplier.
2.1 Supplier shall authorise the access to the Web Application within within 15 days of signing the agreement or depending on the project according to a schedule established by mutual agreement.
2.2 Customer shall permit Supplier, under its continuous supervision, to inspect and have access to any premises and to the computer equipment located there, at or on which Customer uses the Web Application and where the Materials is kept, for the purposes of ensuring that Customer is complying with the terms of this agreement, provided that Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
3.1 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.
3.2 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.
3.3 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.
3.4 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.
3.5 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.
3.6 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.
4. Customer cooperation
4.1 Customer shall always provide Supplier 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.
4.2 Customer shall bear the risk of selecting, using and applying, in its organisation, the products and the services to be provided by Supplier, and shall also be responsible for the monitoring and security procedures and proper system management, specifically for the user’s access rights to the Web Application.
4.3 If Customer makes available software, websites, materials, databases or data, these shall meet the necessary specifications for carrying out the work.
4.4 If Customer does not provide Supplier 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, Supplier 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 Supplier’s right to exercise any other legal right.
4.5 In case any employees of Supplier 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 .
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. Supplier shall observe all reasonable instructions from the Customer relating to this use. Supplier shall never be liable for damages or expenses due to transmission errors, malfunctions or the non-availability of these facilities.
5.1 Within the course of the preparation or execution of the Contract or Agreement, either Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”), information of technical, financial, commercial or personal nature, which shall be considered as Confidential Information. The terms of this Agreement and the preparatory documents, records of meetings and correspondence between the Parties thereto are also considered as Confidential Information.
5.2 Confidential Information transmitted by one party (“Disclosing party”) to the other (“Receiving Party”) in the Order and during the execution of the Services shall not be disclosed to third parties by the Receiving Party without Disclosing Party’s prior written consent.
5.3 These obligations shall survive the Contract’s termination.
6. Intellectual property
6.1. Intellectual property (“IP 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.
6.2.Nothing in these T&Cs shall affect each party’s own IP rights developed, made, conceived and/or created independently from the provision of Services and each party commits not to infringe the other party’s IP rights.
6.3. Customer hereby grants a royalty-free, non-exclusive, and non-transferable license to Supplier to use and reproduce its IP rights during the term of the Contract to the extent necessary for the provision of the Services and guarantee, in case Customer is not the owner of such IP rights, that it has all required authorization or license from the owner to grant a royalty-free, non-exclusive, and non-transferable sub-license to Supplier for the scope of this Contract.
Unless otherwise agreed by the Parties, any IP rights owned, made, conceived, developed and/or created by Supplier in the course of the provision of Services shall remain vested in Supplier. In this Clause, the provision of Services may include but is not limited to: analyses, data, designs, documentation, reports, offers, hardware, web application/software, websites including any preparatory material belonging thereto (hereinafter “Materials”).
6.5. Customer shall indemnify Supplier against any claim or action from third parties arising from (i) any disposition, use, adaptation, combination, installation or incorporation of Supplier’s IP rights infringing any right of third parties not in compliance with Supplier’s license terms and attributable to Customer or (ii) the combination of such IP rights 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 license terms of this.
7. Data Protection
7.1 In the course of the commercial relationship, each party will collect and process personal data of each other’s contacts as data controller. Supplier’s privacy statement available at https://www.victorbuckservices.com/Information-Pages/Privacy-statement applies to the processing of personal data by Supplier acting as data controller.
7.2 For the performance of Services, Customer shall act as data controller and Supplier as data processor within the meaning of the European General Data Protection Regulation (“GDPR”).Supplier commits to comply with the GDPR and in particular with the obligations laid down in Art. 28 (3) GDPR. Supplier processes personal data exclusively on Customer’s written instructions, based on the standards described herein: victorbuckservices.com/Information-Pages/Data-Privacy-Policy. Where personal data are processed for the performance of Services, the Parties shall execute an appropriate Data Protection Agreement.
7.3 Except where Customer instructs Supplier differently, the processing shall be limited to what is necessary for the execution of the Services and personal data shall not be kept after the provision of the Services. Customer grants a general authorization to Supplier to appoint sub-processors to the extent Art. 28 (4) is complied with. Categories of personal data to be processed by Supplier are the personal data usually processed by Customer in relation to its professional activities. Except where Customer instructed otherwise or where the Services inherently imply the transfer of personal data to third countries, the personal data may be transferred to a third country.
8. AML/KYC Obligations
8.1 The Supplier is subject to anti-money laundering (“AML”) obligations and has to conduct its internal “Know Your Customer” procedure to identify its customers and beneficial owners in compliance with Applicable Laws. The Customer agrees to provide any necessary documentation and to cooperate with the Supplier in a timely fashion to satisfy these requirements. Any missing information or insufficient cooperation that would result to an incomplete AML check would force us to the suspension or to termination of this Agreement due to local regulations and Applicable Laws.
8.2 When onboarding and authorizing User to sign documents on Docunify platform (Electronic signature), the Customer must ensure that :
- the Customer is responsible to check the identification of each User signing documents on Docunify and has duly controlled, validated and documented such identification on the basis of a “Know-Your-Customer” procedure (“KYC”)
- checking email addresses and phone numbers of Users must be part of such KYC procedure
- information collected for the purpose of this KYC procedure must be accurate and kept up-to-date for any time limitation prescribed by the applicable laws to constitute evidence of the identification of the User signing documents on Docunify.
9.1 The Customer is solely responsible of any content recorded, downloaded or processed in Docunify or more generally its use of Docunify’s platform. The Customer shall indemnify and hold harmless Supplier from any claims or legal action from any third partiy in relation with any damages caused by or linked to any content recorded, downloaded or processed by the Customer or its inappropriate use of Docunify’s platform.
10.1 Neither party shall, without consent of the other party, for the duration of an agreement and for two years 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.
10.2 In case of breach of this non-solicitation clause, the breaching Party shall pay the other Party a lump-sum settlement equal to the total amount of the salaries paid to the employee by the other Party during the last six (6) months of that employee’s employment with the relevant Party.
11. Third Party’s terms
11.1 If and insofar as Supplier 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. Supplier shall send a copy thereof to Customer on request.
11.2.Supplier’s liability for third party products shall in no event exceed that which appears to be recoverable from the relevant third party.
12. Force majeure
12.1.Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever to the extent resulting from a force majeure event, as defined by Luxembourg courts.
12.2 If either of the parties shall become aware of circumstances of force majeure which (are likely to) give rise to any such failure or delay on its part, it shall forthwith notify in writing the other and specify in such notification the estimated time such failure or delay shall continue. If the force majeure event continues for more than 10 working days after the day on which the force majeure event starts, the party which is not the affected party may terminate the relevant Order by giving not less than five 5 days' written notice to the affected party.
13.1 Customer may terminate the Contract in accordance with the conditions set out in Clause 1.2. of these T&Cs.
13.2 In case of termination for convenience by Customer prior to the Initial Term or Subsequent Term, all sums until end of the Initial Term or Subsequent Term shall become due and owed to Supplier.
13.3 If any Party commits a material breach or persistent breaches of this agreement (“Breaching Party”), and in the case of a breach which is capable of being remedied, fails to remedy the breach within 30 days of written notice, then the other Party may terminate this agreement immediately on giving written notice to the Breaching Party.
13.4 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 60 days (“Retrieval Period”). Supplier shall not be held responsible towards Customer or any third party (including Users) for any deletion of data (including personal data) beyond the Retrieval Period).
13.5 Any termination of this agreement shall not affect any accrued rights or liabilities of either party.
14. Complaints – Governing law – Jurisdiction
14.1 In case of complaint, the Customer shall follow the steps depicted on victorbuckservices.com/Information-Pages/Complaint.
The courts of Luxembourg will have sole jurisdiction and the law of Luxembourg will govern any dispute arising from this Contract.
15.1 The failure of any party to insist upon strict performance of any provision of this Contract, or the failure of any party to exercise any right or remedy to which it is entitled, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the Contract. A waiver of any breach shall not constitute a waiver of any subsequent breach. No waiver of any rights or remedies under this Contract shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing.
15.2 If any provision of the Contract is held to be 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 Contract had been executed without the invalid, illegal or unenforceable provision. In the event the relevant invalid provision is fundamental as to prevent the accomplishment of the purpose of this Contract, Customer and Supplier shall immediately start good faith negotiations to remedy such invalidity.
This agreement may not be assigned by either party without the prior written approval of the other party.
Docunify licence terms
“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;
“User(s)” means legal entities, departments, committees that will be created by the Customer and to which the Customer will grant an access to the Web Application. Each is represented by an Hexagon on Docunify.
“Materials” means the Web Application Documentation and the Media;
“Media” means the media through which the Web Application Documentation is made available to the Customer;
“Pool” means the group of Users created by the Customer on the Web Application;
“Web Application” means the Service as a Service (Saas) called Docunify as described hereinafter.
Supplier is the owner and licensor of the Web Application and Documentation and is willing to grant a licence to the Customer to use such Web Application and Documentation.
Description of the Web Application
Under these License Terms, the Customer may create Users that will be organised as a Pool according to the limits of the selected package.
To create, monitor and amend this pool, the Customer will benefit from a total of 5 Pool Manager roles.
The Pool Managers: the Customer administrator towards Docunify. He/She has full access and creates Clients and Users for these clients. The Pool Managers have also access to statistical information about the use made by the Users of Docunify.
Docunify is the Web Application as defined in the Business Proposal and created to ease day-to-day operations of companies. It contains 5 pillars:
- A document management system
- Customised folders
- Manage shared documents
- Sign documents
- Light preview for mobile
- A digital signature with individual Certificate of Conformity
- Selection of signatories
- Submission of documents to sign
- Follow-up on documents to sign
- A shared calendar
- Calendar Dashboard
- Create & categorise events
- Manage Events
- Propose dates for events
- Attach Documents to events
- View Upcoming Events
- A personal space
- Four folders for Personal and individual storage to deal with professional documents, amended board packs, copies of board meeting notes, etc…
- A document edition tool
- Creation of new documents
- Edition of OpenOffice documents
- Edition of pdf documents
The Customer is able to upload a document, select the signatories, follow the status of the document sent for signature, invite members for an event and attach a document to the invitation, save its annotated documents in its personal safe together with other personal documents.
The following functionalities offers a highly secured environment:
- Two-Factor Authentication at login (Password + Unique Token)
These functionalities are offered in a highly secured environment using the below techniques in accordance with eiDAS requirements:
- E-signature encryption (Application level Advanced Encryption Standard (AES) 256-bit
- encryption, Digital audit trail, sms, email or access code unique token to validate signature)
- SSL data Encryption (all document flows are encrypted)
The Web Application offers 4 level of accreditation for the Client Users:
- Account Manager: the Client administrator. He/She has full access and creates SuperUsers,Users and User Uploaders. Personal safe is offered as an option.
- Team Manager: Full access to document management (including upload), calendar management and request for documents to be signed. Personal safe is offered as an option.
- Users: Access to calendar management, documents preview, download and signature.
Personal safe is offered as an option.
- User Uploaders: Access to a dedicated folder for document upload, documents preview of the dedicated folder. No personal safe.
Additional functionalities may be added to the above description as the web application is a service aimed to help individuals improving efficiency.
Data and documents for Customers will be hosted on Tier IV Data Centers in Luxembourg provided by eBRC S.A., located at 5, rue Eugène Ruppert, L-2453 Luxembourg.
The Supplier grants to the Customer a non-exclusive license to use the Web Application and Materials connected to Docunify services for the agreed period and in accordance with the terms of this Business Proposal or any other agreement between the parties.
All terms in the License agreement are integral part of the Business Proposal or any other Agreement concluded between Supplier and Customer. By accessing or using the Docunify Web Application and Services, Customer acknowledges that its has read and understood these License terms and that it accepts all of the terms and conditions contained here in.
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;
- by using the Web Application in normal circumstances, will create users and invite them to join the Web Application. 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 remains solely responsible for the management of the users, including to but not limited to their onboarding and access rights.
- may also invite registered users and external users to sign digital documents legally binding.
- is committed 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 shall ensure that access and use of the platform is completed by an adequate identification of users (including checking their email address and phone number). 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 (email address and/or phone).
Except to the permitted by law, the Customer undertakes not to:
- make copies of the Web Application, in whole or part;
- 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;
- translate, disassemble, decompile, reverse engineer, adapt, vary or modify the Web Application without the Supplier's prior written consent. Notwithstanding this clause, 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;
- delete, vary or obscure any copyright or other proprietary notices on or in the Materials;
- rent, lease, sub-license, assign, transfer or distribute any of the Web Application and Materials.
- Customer undertakes during the continuance of the licence to:
- 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 unauthorised person;
- such parties are notified of the terms of this agreement;
- provide the Supplier with any information required to identify the Customer in accordance with applicable Laws and regulations;
- comply with the T&Cs and License Terms of Supplier as may be amended from time to time.