General Terms and Conditions – evidona Cloud
Draft – pending legal review. The German version is authoritative; this English version is a non-binding translation.
The operator of the evidona cloud service is SimplyConnect GmbH, Schulstrasse 2b, 5426 Lengnau, Switzerland (UID CHE-160.031.708), represented by Daniel Baumann (hereinafter “SimplyConnect”, “we” or “us”). General contact: office@simplyconnect.ch; data protection: datenschutz@simplyconnect.ch.
These General Terms and Conditions (hereinafter “GTC”) govern the use of the evidona cloud service provided via *.evidona.ch (hereinafter “Service”). By opening an account or placing an order, the Customer accepts these GTC. These GTC apply exclusively to the cloud offering. Self-hosting operation (operating the software on the Customer’s own infrastructure) is not the subject of these GTC and is governed by a separate software licence agreement.
1. Scope and Contractual Components
In the event of conflicts, the following order of precedence applies: (1) the order confirmed by SimplyConnect or the selected plan, (2) the Data Processing Agreement (DPA), (3) these GTC, (4) the Privacy Policy, (5) the Acceptable Use Policy. Conflicting terms and conditions of the Customer expressly do not become part of the contract.
2. Definitions
- Customer / Organisation: the legal entity or natural person that maintains an account or tenant (“Organisation”) with evidona Cloud. With respect to the documents it uploads, the Customer is the controller under data protection law.
- Authorised User: a person assigned to the Customer’s tenant and registered by name.
- Signer or Guest Signer: a person invited to sign; a Guest Signer has no account and accesses via a secure link.
- Document: a file uploaded by the Customer for signature (usually a PDF).
- Evidence Bundle: the sealed proof generated for each signature run, comprising a qualified timestamp, SHA-256 integrity hash, signer metadata and signature log.
- signature level: the level achieved for each signature, being a simple (SES) or advanced (AES) electronic signature (see Section 5).
3. Account, Admission and Authorised Users
The Customer provides accurate and complete registration information and is responsible for its Authorised Users, their access credentials and their multi-factor authentication. The Customer ensures that invited Guest Signers accept the terms displayed at the time of signing (consent to electronic signature). SimplyConnect may refuse, suspend or terminate accounts in the event of abusive or unlawful use.
4. Description of the Service
evidona Cloud enables the Customer to upload Documents, define sequential or parallel signature workflows, invite Authorised Users and Guest Signers, and obtain electronic signatures. The Signer’s identity is confirmed during the signing process by means of a one-time code (OTP) delivered by email or SMS. A sealed Evidence Bundle is generated for each signature run. SimplyConnect operates the Service and in doing so controls the time source, the signature log and the integrity sealing. The specific scope of functionality results from the Service and may be further developed.
5. Signature Level (SES / AES; no QES)
The level achieved for each signature is determined server-side and recorded in the Evidence Bundle:
- Advanced electronic signature (AES): where the signature is provided by a registered, authenticated user (with an account and OTP confirmation).
- Simple electronic signature (SES): where signing is performed by Guest Signers who are confirmed only by email or telephone number (OTP).
evidona does not offer a qualified electronic signature (QES) and does not warrant one. Where the law mandatorily requires written form or a QES for a Document (cf. Art. 14 et seq. of the Swiss Code of Obligations (CO)), the Service is not suitable for this purpose; the Customer must satisfy such a form requirement outside of evidona. The Customer is responsible for selecting a signature level appropriate to its use case and any form requirements.
Legal review: confirm the robustness of the AES classification (account + OTP) under ZertES/eIDAS; only include a reference to Art. 59a CO if appropriate for non-qualified signatures.
6. Customer Obligations and Acceptable Use
The Customer warrants that it is authorised to upload the Documents and to invite the designated Signers. It does not use the Service for unlawful, fraudulent or infringing content, does not upload Documents for which the law mandatorily prescribes a QES or handwritten form (unless it satisfies this requirement itself), maintains the confidentiality of its Authorised Users’ access credentials, reports any compromise or misuse without delay, and does not attempt to circumvent integrity or security mechanisms. The Acceptable Use Policy applies in addition.
7. Fees, Subscription, Billing and Renewal
The plans and prices set out in the Service or in the order apply (net, plus any value added tax). Payment processing is handled via a payment service provider (Mollie or Payrexx). Subscriptions renew automatically for the respective term unless cancelled before expiry. In the event of payment default, access may be suspended; fees already paid are not refunded upon ordinary termination. Set-off against counterclaims is excluded.
Legal review: determine the final payment service provider (Mollie/Payrexx), prices and VAT treatment before publication.
8. Availability
SimplyConnect provides the Service with reasonable care; maintenance windows and disruptions outside SimplyConnect’s sphere of control (e.g. public networks) are reserved. Beyond reasonable availability, no availability is warranted unless a separate service-level document expressly provides otherwise.
9. Retention of Documents and Evidence Bundles
The content of uploaded and signed Documents is automatically deleted upon expiry of a defined retention period (default: 90 days, configurable per Organisation or plan). evidona does not archive the Documents. The Customer is responsible for downloading completed Documents in good time and retaining them itself. Only the Evidence Bundle or proof record (SHA-256 hash, timestamp, signer metadata, signature log) is retained on a longer-term basis, in order to enable subsequent verification of integrity.
Legal review: bindingly determine the retention period (90 days) and the retention duration of the proof record; take statutory minimum periods into account.
10. Intellectual Property and Ownership of Signed Documents
The Documents and their contents remain the property of the Customer; signed or completed Documents belong to the Customer. All rights in the software, the platform and the evidona brand remain with SimplyConnect; the Customer receives, for the term of the contract, a non-exclusive, non-transferable right to use the cloud Service. The proof/log data generated by the Service is maintained by SimplyConnect to ensure integrity; anonymised technical data may be used to operate and improve the Service.
11. Liability
SimplyConnect is liable exclusively for damages based on intent or gross negligence. Liability for slight negligence is excluded. Excluded in particular is liability for indirect and consequential damages, data loss, lost profit, third-party claims, and damages arising from delayed performance. The limitation of liability also applies to persons and third parties whom SimplyConnect uses to render the Service. To the extent liability arises, it is limited in amount to the fees paid in the preceding twelve (12) months. Liability for personal injury as well as any further mandatory statutory liability remain unaffected. SimplyConnect is not liable for third-party systems (e.g. the internet) or the Customer’s systems, nor for the Customer retaining its Documents itself (Section 9).
Legal review: consistently determine the liability cap (12 monthly fees vs. the previous “triple annual amount”) across all documents.
12. Data Protection
In cloud operation, SimplyConnect acts as processor and the Customer as controller; the Data Processing Agreement (DPA), which forms part of the contract, applies in addition. The Swiss Data Protection Act (revFADP/Swiss DPA) and, where applicable, the GDPR apply. Hosting and data storage take place in Germany / the EU (not in Switzerland); the transfer CH ↔ EU is covered by mutual adequacy. Details are governed by the Privacy Policy and the DPA.
13. Confidentiality
The parties treat the other party’s non-public information as confidential; this obligation continues beyond the end of the contract. Disclosure is permitted to engaged processors and to the extent required by law. SimplyConnect treats the Customer’s Documents and signer data as confidential.
14. Term, Termination and Consequences of Termination
The contract begins upon account activation or order. Both parties may terminate in accordance with the plan and for good cause (in particular breach of contract, payment default, insolvency, unlawful use). Upon termination, access ends. As Document contents are not archived, the Customer must download completed Documents and outstanding Evidence Bundles before access expires. SimplyConnect deletes the Customer’s content in accordance with Section 9 and may retain proof/log data as well as data required by law.
15. Amendments to these GTC
SimplyConnect may amend these GTC with reasonable prior notice. Material changes will be communicated in the Service or by email. If the Customer continues to use the Service after the changes take effect, this constitutes acceptance; otherwise the Customer may terminate the contract.
16. Final Provisions
The Customer may not assign the contract without SimplyConnect’s consent; SimplyConnect may engage processors and third parties. Should any provision be invalid, the remaining provisions remain unaffected; the invalid provision shall be replaced by a valid one that is as economically equivalent as possible. The parties do not form a simple partnership (Art. 530 CO). Force majeure releases the parties from the obligation to perform for its duration.
17. Applicable Law and Place of Jurisdiction
Swiss law applies exclusively, to the exclusion of conflict-of-laws rules and the Vienna Sales Convention (CISG). The exclusive place of jurisdiction is the registered seat of SimplyConnect (Lengnau AG; competent District Court of Baden/Zurzach AG), unless mandatory law provides otherwise.
Legal review: verify the exact designation of the competent court as well as the consumer place of jurisdiction/mandatory consumer protection rules where signing is performed by private individuals.
18. Status and Language
The German version is authoritative; the English version is a non-binding translation. French and Italian versions will follow. Status: see the version details at the bottom of the page.
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