General Terms & Conditions of Use
Article 1: Scope
The present General Terms and Conditions of Use (hereinafter referred to as the “General Terms and Conditions of Use” or “GTC”) define the conditions of access to the Services and use of the User Account offered by the company Cryptolog International, SAS with a capital of €883,527, located at 5-7, rue du Faubourg Poissonnière, 75009 Paris, RCS de Paris n°439 129 164 (hereinafter referred to as “Universign”).
Unless otherwise stated, capitalized terms have the meaning attributed to them in this article and may be used in the singular or plural, depending on the context.
Administrator: refers to a User who has an Account with specific rights.
API: refers to the computer interface enabling access to the Service.
Electronic Stamp: refers to a process used to guarantee the origin and integrity of the Document to which it is affixed.
Customer: means a natural or legal person (i) who has subscribed to the General Terms and Conditions of Sale – Saas, or (ii) who has signed a separate commercial agreement with Universign.
– may personally use the Services and/or
– have them used by its employees or subcontractors and/or
– make them available to third-party Users in the context of transactions inherent in the commercial or extra-commercial relationships it has with them.
User Account or Account: refers to the computer resources allocated to the User by Universign and which enable him/her to access the Service.
General Conditions of Use (or GCU): refers to the general conditions of use applicable to all Services provided by Universign. They are available on the Website.
Specific Conditions of Use (or SCU): refers to the specific conditions of use of the Service they govern. They are available on the Internet Site.
Electronic Document or Document: refers to a set of structured electronic data that can be processed by the Service.
Documentation: means the functional and technical documentation provided by Universign in connection with the use of the Services.
Data: refers to all information and data transmitted by the Buyer, generated by the implementation of the Service or processed during the Service.
Personal Data: refers to all information and personal data transmitted by the Buyer to Universign for the purposes of executing the Services.
Time-Stamping: designates a process that allows the attestation, by means of Time-Stamps, that a Document existed at a given time.
Identifier: designates the specific characters with which the User connects to the Service.
Updates: refers to successive versions of the Platform containing technical and/or functional improvements, provided by Universign. Updates include all modifications made to the Platform to bring it up to date with regulatory changes and changes affecting the operating environment.
Platform: refers to the technical infrastructure comprising all hardware, software packages, operating system, database and environment managed by Universign or its subcontractors, on which the Software Package will be operated. It enables the Service to be provided in SaaS mode. It is directly accessible remotely via the Internet directly on the Website or by means of a smartphone or touch tablet.
Software package: means a set of programs, procedures and rules, and possibly documentation, relating to the operation of an information processing system.
SaaS (Software as a Service): designates the mode of access to the Service. This access is made remotely via the Internet by connecting to the shared Platform hosted on the servers of Universign and its subcontractors.
Service(s): refers to the Electronic Signature, Electronic Seal or Time-Stamping service(s) and associated services that Universign undertakes to provide to the User in SaaS mode.
Signatory: refers to the natural person wishing to conclude or having concluded a Transaction with the Customer by means of the Service.
Electronic Signature or Signature: refers to a process that guarantees the integrity of the signed Document and manifests the consent of the Signatory it identifies.
Website: refers to the https://www.universign.com website.
Transaction: refers to the process between the Buyer and any third party during which an Electronic Document proposed by the Buyer through the Service is signed.
User: refers to a user of the Services, who may be, depending on the case, a Customer, its employees or subcontractors, as well as a third-party Signatory required to use the Services as part of their provision by a Customer.
ARTICLE 1 – PURPOSE
ARTICLE 2 – CONTRACTUAL DOCUMENTS
The contractual documents binding on Users in connection with the use of the Services are, in order of priority (hereinafter referred to as the “Contractual Documents”):
– The policies relating to the Service published on the Website;
– The CSU of the Service used by the User and/or the certification services subscription agreement;
– the present GCU.
In the event of contradiction between one or more stipulations contained in the above-mentioned documents, the higher-ranking document shall prevail.
The applicable General Terms and Conditions of Use, as well as previous versions, are permanently accessible on the Website, in a format that allows them to be printed and/or downloaded by the User.
ARTICLE 3 – ACCEPTANCE
Before using the Service, the User acknowledges :
– He/she has read the applicable GCU and CSU;
– He/she has the legal capacity and/or authority to enter into commitments under the applicable GCU and CSU;
– Accept without reservation the applicable GCU and CSU.
The User’s acceptance is evidenced by clicking on the checkbox on the Website when creating a User Account or prior to Electronically Signing a Document using the Service.
The User is informed that his or her commitment does not require a handwritten or electronic signature.
ARTICLE 4 – USER ACCOUNT
4.1. – Creation of a User Account
The User’s Account is created by the User. He may be invited to create this account by an Administrator with specific rights. Administrators can access and deactivate the Accounts of Users they invite, and view the Documents associated with these Accounts. Different or additional conditions of use may apply to User Accounts assigned by an Administrator.
Access to and use of the Service require the creation of a User Account.
The User may create a User Account to benefit from the Service provided that he or she has :
– Suitable computer equipment to access the Service;
– A valid and personal e-mail address (to which he/she controls access).
4.2. – User ID
To access his User Account, the User is required to authenticate himself using the User ID that he has freely determined when creating his Account.
The User ID is strictly personal. It must meet the security criteria set by Universign and must not under any circumstances be communicated to third parties.
It is expressly reminded that Universign will never ask the User to communicate his/her User ID for any reason whatsoever, and that any such request will be considered as a fraudulent request.
The User is entirely responsible for the safekeeping and use of his Identifier. He/she must take all necessary measures to prevent unauthorized or fraudulent use of his/her User Account.
If the User observes or suspects any unauthorized or fraudulent use of his/her User ID or any other breach of security, he/she must immediately notify Universign via the support service accessible on the Website.
Upon receipt of such notification, Universign will proceed within a reasonable time to deactivate the User’s Account.
Any access to the User’s Account using the User’s Identifier is deemed to have been made by the User. The User is responsible for all actions carried out through his/her Account, including access and use of the Service via the API, and releases Universign from all liability in the event of damage caused to the User or to a third party by such actions.
Article 4.3. – Use of the Service
The User undertakes to provide Universign with accurate information for the use of the Service. The User undertakes to refrain from any abnormal, abusive or fraudulent use of the Service. In particular, the User undertakes to access the Service via the API in accordance with the Documentation.
In general, the User undertakes not to engage in any activity using the Service that is in breach of the laws and regulations applicable to it.
4.4. – Quality of Service
Universign endeavours to provide a Service that complies with the current policies available on the Website.
4.5. – Service delivery and evolution
The Service is delivered in SaaS (Software as a Service) mode. It is regularly updated in order to improve its quality and/or functionality for all Users.
Universign reserves the right to add to or modify the Service at any time in line with technological developments, and will inform Users by any means necessary.
Such Updates shall be considered part of the Service and shall be subject to the terms hereof.
Users are advised to consult the Site on a regular basis for information on any such changes.
Universign reserves the right, without prior notice or compensation, to temporarily restrict access to the Service, in particular in order to carry out Updates, maintenance operations, modifications or changes to operating methods or access times, without this list being limitative.
Universign is not liable for damages of any kind that may result from these changes and/or from the temporary unavailability of the Website or the Service.
4.6. – Quality of Service
Universign endeavours to provide a Service that complies with the current policies available on the Site.
Due to the nature and complexity of the Internet network, and in particular its technical performance and response times for consulting, querying or transferring information data, Universign cannot guarantee absolute availability of the Site or the Service.
Universign cannot be held responsible for the proper functioning of the User’s computer or telephone equipment, or for the User’s access to the Internet or to a mobile telephone network.
The User is responsible for any telecommunication costs incurred by his or her Internet connection operator when using the Service.
Article 5 – SECURITY
Universign undertakes to use its best efforts to ensure the security of the Service.
When accessing the Service, the User is expressly reminded that the Internet is not a secure network. Under these conditions, it is the User’s responsibility to take all appropriate measures to protect his/her own Data and/or software, in particular from possible misappropriation and contamination by any viruses circulating on the Internet or from the intrusion of a third party into his/her information system for any purpose whatsoever, and to check that files transmitted do not contain any computer virus.
Universign declines all responsibility for the propagation of computer viruses, as well as for any consequences that may result from such viruses.
The User must inform Universign of any failure or malfunction of the Service or of his/her User Account.
If a breach of security is detected, Universign will inform the User in accordance with the applicable legal provisions. Universign will inform the User of any measures to be taken. The execution of these measures is the responsibility of the User.
Universign may take any emergency measures necessary to ensure the security of the User’s Account and/or the Service.
ARTICLE 6 – ENTRY INTO FORCE – DURATION
These GCU are applicable from the first use of the Service by a User and for the entire duration of use of the Services.
ARTICLE 7 – WARRANTIES
7.1. – Service User warranties
The User guarantees Universign :
– That he/she holds the rights and authorizations required to create a User Account and use the Service;
– Where applicable, if he/she is acting in his/her capacity as a trader or professional, that he/she complies with the obligations incumbent upon him/her with regard to his/her status as a trader or professional, particularly in terms of compulsory information.
In the absence of these guarantees, use of the Service is the sole responsibility of the User.
7.2. – Universign guarantees
Universign guarantees the confidentiality of the Documents transmitted to it under the terms and conditions described in the “Confidentiality” article.
7.3. – Limits of warranties
The User is hereby informed that Universign does not in any way verify that the Service used corresponds to the User’s needs or to the applicable regulations.
Universign excludes all warranties, in particular of latent defect, conformity to any need or use whatsoever, proper operation, or relating to the accuracy of the information provided, and declines all liability in the event of negligence on the part of Users.
ARTICLE 8 – LIABILITY
Universign’s intervention is limited to a technical service by providing the User with software and technical tools enabling him to benefit from the Service.
Universign undertakes to take all reasonable care in the execution of the Services in accordance with the best practices of its profession and in collaboration with a User, but can only be held to an obligation of means.
Universign shall in no event be liable for damages other than those resulting directly and exclusively from a fault in the performance of the Service ordered, and in particular for any indirect or intangible damage such as loss of profits, sales, data or use thereof, or any other indirect or intangible damage arising from the use, delivery or performance of the Service.
Universign shall not be held liable:
– In the event of illicit, misappropriated or non-compliant use of the User Account Identifier;
– In the event of damage caused by the voluntary or involuntary disclosure of the User Account Identifier to a third party;
– In the event of use of the Service that does not comply with the GCU, the CSU and, more generally, the policies applicable to the Services.
In the event of Universign being held liable, for any reason whatsoever and whatever the legal basis invoked or retained, all damages combined and cumulated will be, by express agreement, limited to :
– The amount (excluding VAT) paid by the Customer for the Service concerned during the 12 (twelve) months preceding the event giving rise to the damage;
– 150 euros for Signatories who are not Customers.
The present article will continue to have legal effect until the amount of compensation has been determined.
ARTICLE 9 – INTELLECTUAL PROPERTY RIGHTS
The parties declare that they hold and retain free disposal of the intellectual property rights of the elements (brands, names, products, logos, etc.) intended for use within the framework of the Service.
Any use or reproduction, in whole or in part, of these elements and/or the information they contain, by any process whatsoever, by either of the parties is strictly forbidden and constitutes an infringement liable to prosecution, with the exception of uses and reproductions previously and expressly authorized by each of the parties.
The GCU and CSU do not imply any transfer of intellectual property rights held by the User or Universign.
The User undertakes not to download, reproduce, transmit, sell, distribute or exploit the content of the Service and the Website.
ARTICLE 10 – CONFIDENTIALITE
Les informations transmises ou collectées par Universign à l’occasion de l’utilisation du Service sont considérées par nature comme confidentielles et ne font l’objet d’aucune communication extérieure sans lien avec la fourniture du Service, hors exceptions liées aux dispositions légales et réglementaires applicables.
Cette disposition ne fait pas obstacle aux communications ordonnées par voie judiciaire ou administrative.
ARTICLE 11 – PERSONAL DATA
Universign processes Personal Data in accordance with its Personal Data Protection Policy available on the Website.
Data collected by Universign as part of the Service are kept for the time necessary to use the User Account.
ARTICLE 12 – MISCELLANEOUS PROVISIONS
Force Majeure: In the event of the occurrence of a case of force majeure, as usually understood by the jurisprudence of the French courts, Universign may not be held liable for failure to fulfil any of its obligations hereunder, for the duration of such an impediment.
Partial nullity: In the event of difficulties of interpretation resulting from a contradiction between any of the titles appearing at the head of the clauses and any of the clauses, the titles will be declared non-existent.
If any clause of these Terms and Conditions of Use is held to be invalid or unenforceable pursuant to any law, regulation or court order, it shall be deemed to be unwritten and the remaining clauses shall remain in full force and effect.
Independence of the parties: Universign and the User acknowledge that they are each acting on their own behalf, independently of each other. The Contractual Ensemble does not constitute an association, a franchise, a partnership, an employee-employer relationship, or a mandate given by one of the Parties to the other. Neither Party may make any commitment in the name and on behalf of the other Party. In addition, each Party remains solely responsible for its acts, allegations, commitments, services, products and personnel.
Commitments of the Parties: The User is hereby informed that all applicable General Terms and Conditions are accessible on the Website in accordance with articles 1125 and 1127-1 of the French Civil Code.
Previous versions of the General Terms and Conditions are also available on the Website. The Parties agree that such availability is for information purposes only and does not imply the applicability of such earlier versions.
It is understood that any new version of the General Terms and Conditions cancels and replaces the General Terms and Conditions previously accepted between the Parties for the same purpose and in force. It shall prevail over any unilateral document of one of the Parties.
Notification: Any complaint or notification from a User must be sent to Universign by post to its registered office at 7 rue du Faubourg Poissonnière 75009 Paris or via the forms available on the Website.
ARTICLE 13 – APPLICABLE LAW AND JURISDICTION
These GCU and the relationship between the User and Universign under them are governed by French law. This applies to both substantive and formal rules, notwithstanding the place of performance of substantial or accessory obligations.
Only the French version of the present document is enforceable, any translation being, by express agreement, solely for the sake of convenience.
In the event of difficulties in the performance and/or interpretation of the contractual documents and prior to referral to the competent courts, the Parties agree to meet and use their best efforts to resolve their dispute.
Users who must be considered as consumers within the meaning of the applicable law are hereby informed that they may have recourse to a consumer mediator under the conditions set out in Title I of Book VI of the French Consumer Code.
In the absence of agreement between the Parties, each will regain full freedom of action.
Unless otherwise agreed between the Parties, the User and Universign agree to submit to the exclusive jurisdiction of the competent courts of Paris to resolve any dispute relating to the validity, performance or interpretation of the GCU.