General Terms and Conditions

CARLAVIA Digital Signature and Transaction Platform

Version as of 18. 02. 2021

 

Please read these Terms fully and carefully before using the Platform, its features and the Data accessible through the Platform. These Terms set forth the legally binding terms and conditions of the agreement, concluded between you and us, the subject matter of which is regulation of your and our rights and obligations relating to your use of the Platform (the “Agreement”). These Terms apply to all Users of the Platform.

We reserve the right to amend, update and modify these Terms at any time without notifying you in advance. We encourage you to regularly check these Terms for modifications which may be made from time to time.

1. Definitions

Capitalized terms used in these Terms have the following meaning:

 

User ID is an individual person with an unique e-mail address.

Account has the meaning given to it in section 3.1. of these Terms.

Company means a Swiss joint stock company CARLAVIA AG,  with its registered seat at Schindellegistrasse 73, 8808 Pfaffikon, Switzerland, ID. No.: CHE-402.814.412, registered in the Commercial Register of the Canton Schwyz, referred to in these Terms also as “we”, “us” or “our”.

Data means the data entered and transacted by Users that are further managed throughout the Platform.

Documents mean any document(s) generic in form contained in the Platform.

Platform means a digital signature and document platform operated by the Company on the website www.carlavia.com.

Terms mean these terms and conditions of use of the Platform.

Users mean individual users of the Platform referred to in these Terms also as “you“ or “your”.

 

2. Acceptance of Terms and Eligibility

  • By using the Platform in any manner, you confirm that:

    1. you have read, fully understand and will comply with these Terms and the Privacy Policy published by us through the Platform, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you;

    2. you will comply with all applicable national, federal and international laws and regulations (including rules and regulations), which may apply to you in relation to your use of the Platform;

    3. you are fully aware and agree that we do not provide any legal advice, recommendations, referrals, and/or counseling as well as we are not a law firm. No attorney-client relationship exists or will be formed between you and us. Documents used in the Platform are detailed, but generic in form. There may be laws applicable in your country/state that need to be addressed in any final document. You are strongly urged to obtain competent legal counsel to review the documents you create using the software and to advise you on any transaction in which you intend to engage;

    4. you are capable of entering into valid contractual relationship with the Company; and

    5. if you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Terms.

  • You are solely responsible for ensuring that you are eligible for using the Platform and your use of the Platform is in compliance with all laws, rules and regulations (including rules and regulations) applicable to you. You agree that your use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations.

  • You acknowledge that certain countries have laws or regulations that may prevent you from using the Platform.

 

3. Registration and use of Account

  • To use the Platform, we require you to create and log in through your User ID and  register business or individual account in the Platform (the “Account“).

  • When registering and maintaining your Account, you must at all times ensure that your information is accurate, complete and up to date. If you provide any information that is inaccurate, not current or is incomplete, or we find reasonable grounds to believe that your information is inaccurate, incomplete or outdated, we may restrict or block your access to the Platform and delete your Account, at our sole discretion. If there is any change to your information details, you should notify us of the relevant change without delay.

  • We may ask you to provide us with further evidence of your identification and age (e.g. valid ID with picture identification) to verify your identity and comply with applicable laws and regulations. We reserve the right to reject, at our sole discretion, registration of any person for an Account.

  • When creating and using your individual Account, you must not use as a username a name subject to any rights of a person other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your User password and login credentials secure. You may never use another User, registration information or use an Account in the Platform without the respective person’s permission.

  • When creating and using your business Account, you may use your eligible business name and business registration identifiers subject to any rights of a person other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your User password and login credentials secure. You may never use another User, registration information or use an Account in the Platform without the respective person’s permission.

  • You must notify us immediately of any change in your eligibility to use the Platform, breach of security or unauthorized use of your Account. You should never publish, distribute, provide permissions or post login information for your User and Account. You are entitled to delete your Account at any time through a request made to one of our employees or affiliates.

 

4. Rules of Conduct

  • You are responsible for all of your activity within the Platform. You acknowledge and agree that any violation of these Terms, or applicable laws or regulations, may result (among others) in the termination and cancellation of your Account.

  • When using the Platform, you must not, by way of an example, take any action (upload, download, post, submit or otherwise distribute or facilitate distribution of any Data etc.) that:

    1. is unlawful, abusive, fraudulent or otherwise violates any law or right of any third party, or is otherwise inappropriate as determined by us in our sole discretion;

    2. infringes any patent, trademark, trade secret, copyright, privacy rights or other third-party rights of any third person;

    3. violates any applicable law, regulation, court or administrative order or contractual obligation;

    4. you know is false, misleading, untruthful or inaccurate;

    5. constitutes unauthorized or unsolicited advertising, junk or bulk email (spamming);

    6. contains software viruses or any other computer codes, files, content, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

    7. is designed or intended to obtain password, access Account, or private information from any other User or Account; or

    8. promotes or links to affiliate programs, multi-level marketing schemes or another off-topic content.

  • Documents or parts of them must be used inside of the Platform only, you must not modify, customize, enhance, translate, download, submit, distribute, or copy them for other uses or other solutions.

  • User is restricted to use a User ID, First Name, Last Name, Company name, E-mail account name which is/are inappropriate, misleading, disruptive, offensive, infringe(s) someone´s intellectual property right(s) or breach(s) good manners (the “Inappropriate details”). We are entitled to give notice to a User about Inappropriate details used by the User with a 2 days cure period (the “Notice”). If the User will not change Inappropriate details within 2 days after receipt of such Notice, we are entitled to block the User Account of the User.

 

5. Content and Data

  • By creating your User with Account and using the Platform you acknowledge and agree that the Platform and the Data is obtained by us from third parties (including public registry an/or other publicly accessible sources) and is further distributed by us to you for your general information, personal or commercial use and does not provide guaranties of the content and data accuracy by the Company. You should always manage your Account and Data in the Platform up to date and accurate. In particular, the Data:

    1. are the exclusive property of the Account and/or third parties from which the Data has been obtained and may be subject to our and/or third parties’ intellectual property rights;

    2. does not constitute any form of advice (financial, investment, tax, legal or otherwise) and should not be relied on by you for any purposes;

    3. does not constitute any inducement, invitation or recommendation relating to any of the commercial products or other business opportunities listed or referred to on the Platform; and

    4. is not intended to be used upon by you in fraudulent way (or deciding to make).

  • Subject to these Terms, we grant each Account a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use the Data available on the Platform solely for your personal and business purposes. Use, reproduction, modification, distribution or storage of any real time or historical Data for purposes other than those expressly permitted by this Terms is expressly prohibited without prior written permission from us. You must not sell, license, rent, or otherwise use or exploit any Data for commercial use or in any other way that violates our or any third-party right. Upon termination of your Account for whatever reason, the license is automatically revoked, and you have no further rights to dispose, in any way, with any Data.

  • You are not permitted to modify, decompile, disassemble, create derivative works based on the Platform, or otherwise modify the Platform and its components, including the Platform’s source code. You are also not permitted to interfere in any way with the Platform or attempt to make any changes to the Platform and/or any features or components of the Platform. You must not break in, access or attempt to break in or access or otherwise by-pass security systems of the Platform.

  • The Data is provided “as is” and we give no representations, warranties, express or implied, statutory or otherwise in respect of the Data displayed on the Platform. In particular we make no warranty regarding the accuracy, timeliness, truthfulness, completeness or reliability of any Data or other information obtained by you through the Platform.

  • We do not guarantee that any Data will be made available on the Platform. We reserve the right to, but do not have any obligation to remove, edit or modify or otherwise manipulate with any Data in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Data or if we are concerned that you may have violated these Terms) or for no reason at all and to remove or block any Data from the Platform. We reserve the right to unilaterally modify and update the functioning and features of the Platform at any time without prior notice.

 

6. Third Party Services

The Platform may allow you to link to or otherwise access other websites and use services, functionalities or tools provided by third parties, including contacting the Company by using customer engagement software or other tools (the “Third Party Services”). These Third-Party Services, despite being available through the Platform, are not under our control, and you acknowledge that we are not responsible or liable for the content, functionality, accuracy, legality, appropriateness or any other aspect of such Third Party Services. The inclusion of any such link or functionality does not imply our endorsement or any association between us and third-party operators of these Third Party Services. You further acknowledge and agree that we are neither responsible nor liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Service available on or through any website or resource operated by third parties. You acknowledge that different types of third-party advertisement content may be displayed to you during your use of the Platform.

 

7. Fees

Upon registering and creating your Account, your access and use of the Platform is free of charge, applicable to free subscription plan (the “Plan”). We reserve our right to modify our pricing policy and Plans and make some or all features and functionalities of the Platform as a paid service at any time without notifying you in advance. You will then be entitled to select one of our Plans in accordance with the then applicable pricing list or terminate your use of the paid features and functionalities of the Platform without being charged any termination fee.

 

8. Indemnification, Limitation of Liability and Disclaimers

  • You agree to indemnify us (and each of our affected employees, contractors, directors, suppliers and representatives) for any claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your misuse of, or access to, the Platform and the Data, violation of these Terms and/or the Privacy Policy, or infringement by you, or any third party using your Account or identity in the Platform, of any intellectual property or other proprietary rights of any third person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you undertake to assist and cooperate with us in asserting any available defenses.

  • To the maximum extent permitted by law, in no event should we (nor our directors, shareholders, employees, contractors, suppliers or representatives) be liable for (ii) any direct or indirect (consequential) loss or damage, loss of profits, loss of revenue, loss of business opportunity resulting from your use of the Platform (especially resulting from any investments or other decisions made on the basis or in reliance of any Data displayed on the Platform) or (ii) any data loss, any bugs, viruses, trojan horses, or the like (regardless of the source of origination) affecting your computer or mobile device. Our liability under these Terms is limited to compensation that will not exceed fifty euro (EUR 50,-).

  • The Platform is provided “as is” and “as available” and to the extent permitted by law without warranties of any kind, either express or implied, including, in particular implied warranties, conditions, or other terms relating to (i) merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, non-infringement, or (ii) arising from a course of dealing. In addition, while we attempt to provide a good user experience, we do not represent or warrant that: (a) the Platform will always be secure, error-free or timely; (b) the Platform will always function without delays, disruption or imperfections; or (c) that any Data you obtain through the Platform will be timely or accurate.

  • If the law of the country where you live does not allow the exclusions of liability provided for in this clause, those exclusions shall not apply.

  • We make no warranties with respect to the Documents as described in section 3., first point, 3. number and as such, there should be no reason for you to bring any grievance against us. However, if you do bring any action, claim, suit, threat or demand against us, and you do not substantially prevail, you shall pay us entire attorney fees and costs attached to such action.

 

9. Term and termination

  • The Agreement between you and us is concluded upon your registration and creation of your Account in accordance with section 3 of these Terms.

  • We reserve the right to change these Terms at any time. Updated versions of these Terms will appear on the website www.carlavia.com and are effective immediately. You are responsible for regularly reviewing these Terms. Continued use of the Platform after any such changes constitutes your consent to such changes.

  • You may delete your Account and terminate the Agreement and your use of the Platform at any time, free of charge.

  • We may terminate the Agreement and delete or restrict your access to your Account at any time, for reasons stipulated in these Terms.

 

10. Force Majeure

If we fail or are in delay with the performance of any obligation under these Terms due to the occurrence of events of whatever nature which are beyond our control, including, but not limited to: an Act of God, changes in applicable laws or regulations, action or inaction of governmental, civil or military authority, court orders, act of terrorism, lightning or fire, strike, lockout or other labor dispute, flood, drought, war, riot, theft, transmission or system failures, failure or interruption in the provision of telecommunications or broadband services, failure or shortage of power supplies or equipment, inclement weather, earthquake and natural disasters, such failure or delay does not constitute our breach of these Terms.

 

11. Severability

In the event that any provision of these Terms is determined, by a competent court or regulatory authority, to be invalid, unlawful or unenforceable to any extent, such provision should to that extent be severed from the remaining provisions which continue to be valid and enforceable to the fullest extent permitted by applicable law.

 

12. Violation of these Terms

We reserve the right to seek all remedies available to us under applicable laws in respect of any violation of these Terms, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, any other available legal remedy and the right to restrict or terminate access to the Platform to any particular person, or to block access to the Platform from a particular Internet address or through other device(s), at any time and at our sole and absolute discretion, without providing any reasons whatsoever.

 

13. Law and Jurisdiction

These Terms are governed by Swiss law. All disputes arising from or in relation to the use of the Platform and these Terms should shall be finally settled under the Rules of Arbitration (of the Vienna International Arbitral Centre (VIAC) of the Austrian Federal Economic Chamber (the “Rules“) by one arbitrator appointed in accordance with the said Rules. The language of the arbitral proceedings shall be English, and the place of arbitration shall be Vienna.