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TERMS OF SERVICE eSIGNING
1. DEFINITIONS AND APPLICABILITY
Invono AB, corporate reg.no 556987-2535, (”Invono”) provides a digital eSigning service (the “Service”). The Service is provided online as Software as a Service (SaaS) via Invono’s digital platform INVONO One (app.invono.se). A customer of Invono (the “User”) can use the Service – to initiate a signing process for any PDF document – in its company account in INVONO One. Anyone can use the Service to sign a document at the request of a User. The Service only supports electronic signatures of natural persons. However, when using the Service, a natural person can act as a private person on his/her own behalf, or as a representative of a legal person. Any person who uses the Service (either as a private person or as a representative of a legal person) to sign a document – at the request of a User – is herein referred to as a “Signatory”.
These terms of service (the ”Terms of Service”) apply to any and all use of the Service. The applicable Terms of Service are available via link on the signing page and are – in accordance with the information on the signing page – accepted and approved by the Signatory, for each separate signing process, as the Signatory actively chooses to go ahead and sign a document in the Service as requested by the User.
If the Signatory uses the Service to sign a document on behalf of a legal person; both the Signatory and the legal person are bound by the Terms of Service and the obligations and liabilities of the Signatory set forth herein applies also to the legal person. Such Signatory hereby confirms that he/she has the right to accept and approve the contents of the Terms of Service on behalf of the legal person and is liable in relation to Invono if the legal person for any reason fails to recognize the validity of the Terms of Service.
The User is also bound by the Terms of Service through the agreement that it has entered into in connection with the creation of a Company Account in INVONO One.
2. DESCRIPTION OF THE SERVICE
The Service streamlines and improves document signing through a digital process. The signing process can in short be described as follows. The User specifies the names and email addresses of the persons to sign the document. An email is sent to these persons informing them that they have been requested by a named User to sign a certain named document and providing them with a link to the signing page.
On the signing page, the persons requested to sign have access to and can open the relevant document. They can choose to either sign the document with one of the two currently available verification methods – BankID or a verification code sent to the email address specified for them by the User – or refrain from signing.
Invono logs all significant information and events during the signing process – such as the electronical signatures of the Signatories and the communication in the process – and saves them in the evidence ledger of the Service. When the document has been signed by all Signatories, Invono seals a PDF document that contains inter alia the original document, the electronical signatures and the rest of the evidence ledger (the “Sealed Document”).
The Sealed Document is automatically distributed to the User via its company account in INVONO One. Provided that the User has chosen to include such distribution in the eSigning process, the Sealed Document will also automatically be made available to the Signatories via an email with a link to a safe page where the Sealed Document can be downloaded.
It is important for the Signatory to understand that the Sealed Document will not be available via the link in the above-mentioned email if the Sealed Document is deleted by the User, and under no circumstances for more than 90 days.
It is also important to understand that the original document, the signatures and the rest of the evidence package are attached to the Sealed Document as hidden appendices. This means that the said evidence appendices will disappear if the Sealed Document is printed. Attachments and signatures are available when the document is opened in a PDF Reader (for example Adobe Reader).
For a Signatory who gets access to a Sealed Document via email, it is therefore a strong recommendation to immediately download and save the document digitally in a secure place. Invono assumes no responsibility for such downloading being possible or for any other distribution or saving of the Sealed Document. Accordingly, it is the Signatory’s own responsibility to ensure that he/she gets access to the Sealed Document via the download page or otherwise, and to save the Sealed Document in a secure way.
In order to simplify the verification process, Invono has created an online service where any Sealed Document can be uploaded to check proof-of-existence and confirm that it has been sealed by Invono.
To verify what appears to be a Sealed Document; go to https://Invono.se/verify to upload the file.
Invono provides support on issues related to the functionality of the Service. The User and Signatory can get in touch with the support inter alia via Invono’s website support.invono.se.
3. CONDITIONS FOR USE OF THE SERVICE
All ownership rights and intellectual property rights relating to the Service belongs to Invono. Invono’s provision of the Service does not in any way entail any transfer or assignment of any intellectual property to the User or the Signatory. The User and the Signatory undertakes to respect all registered and non-registered intellectual property rights that exist or appear in the Service including, but not limited to, patent rights, trademark rights and copyright. The User and the Signatory may only use such intellectual property rights in connection with the contractual use of the Service and may not copy, modify or otherwise handle software or other materials related to the Service.
The User and the Signatory undertakes to only use the Service for its intended purpose and for lawful purposes and in accordance with the Terms of Service. When using the Service, the User and the Signatory also undertakes not to use so-called robots, spiders or other automatic tools (except regular search engines such as Google) or try to damage the Service by overloading or actively interfering with or preventing the functionality of the Service.
Invono has the right to fully or partly cancel the access to the Service if there is suspicion that the User or the Signatory violates the Terms of Service and in cases where continued provision of the Service causes damage, or means a risk of damage, to Invono, Invono’s customers or third parties.
Invono reserves the right – but assumes no obligation – to remove content from the Service, which, in Invono’s opinion, constitutes a violation of the Terms of Service or otherwise is inappropriate or harmful to Invono or anyone else.
The User and the Signatory is responsible for ensuring that their respective use of the Service does not cause damage or infringes on the rights of others or violates applicable law. In the event the User or the Signatory fails in this liability, the User or the Signatory responsible for such failure shall indemnify and hold Invono harmless, also with regard to indirect damage and loss.
4. PERSONAL DATA AND COOKIES
All terms in this section 4 relating to the processing of personal data shall have the meaning that from time to time is stated in the EU Regulation 2016/679 (the General Data Protection Regulation GDPR) including changes and/or additions to the same.
Invono is the personal data controller for the personal data provided by the Signatory when the Signatory uses Invono’s support function (this applies also to individual members of the User’s company account). When the Signatory uses the Service, Invono can also – inter alia with the help of so-called cookies – gather information about how the Service is reached and used and about technical data. This information is processed by Invono in order to improve the Service and make it more relevant and user-friendly, and also in order to prevent misuse of the Service and facilitate investigation of possible breaches of authority and/or infringements of rights.
Regarding any other than the above-mentioned processing of personal data in connection with the use of the Service; the User is the responsible data controller. However, Invono may process personal data on behalf of the User in connection with the User’s and Signatories’ use of the Service. To the extent Invono processes personal data on behalf of the User, Invono is considered to be the data processor.
On behalf of the User, Invono processes, inter alia, the following personal data that is either provided by the Signatory or the User; or generated or collected by Invono when the Service is used. Which personal data that is processed depends on which verification method that is used by the Signatory. Personal data processed by Invono as data processor in connection with the use of the Service:
- ID-number (Swe. “personnummer”)
- the bank that issued the Signatory’s BankID
- technical information regarding email communication with the Signatory, such as the time when an email was sent and opened
- that the Signatory has signed a document in the Service with verification code sent by email
- information about IP address when signing with verification code sent by email
- that the Signatory has signed a document in the Service with BankID
- technical information regarding the signing with BankID, such as time, IP address, type of BankID and type of mobile phone or computer
- geographical location information at the time of signing with BankID
The above-mentioned personal data is processed, on behalf of the User, in order to enable the User and the Signatories to use the Service and to gather evidence of each signing process. On behalf of the User, Invono will inter alia process personal data by:
- using personal data in connection with email notifications,
- collecting and systematizing personal data for the creation of the evidence ledger,
- transferring personal data to – and receiving personal data from – provider(s) of e-ID (such as BankID), and
- sharing personal data included in the original document and evidence ledger with the User and the Signatories.
This processing is done to comply with the agreement between the User and the Signatory that a particular document is to be signed electronically, and to satisfy the User’s legitimate interest in securing evidence about the signing of the document.
Unless the User has chosen to restrict access to the Sealed Document, all Signatories will have access to all personal data saved in the evidence ledger of the Sealed Document. Examples of information in the evidence ledger are data about the Signatories’ electronic signatures, IP addresses, e-mail addresses and ID-numbers (Swe. “personnummer”), etc.
Regarding Invono’s processing of personal data as data processor in connection with the use of the Service, this section 4 and the data processing agreement (the “DPA”) that is attached to the ”Company Account Agreement” applies. In such context; the term “Customer Agreement” in the DPA shall mean these Terms of Service, the term “Data Controller” in the DPA shall mean the User, the term “Data Processor” in the DPA shall mean Invono and the term “Customer Data” in the DPA shall mean such information that (i) the User or the Signatory adds to or uploads in the Service, and (ii) is generated or collected by Invono in the Service during the signing process.
As personal data processor, Invono takes technical and organizational security measures so that the personal data can be processed securely and legally in the Service. You can read more about our security measures in Invono’s Data Security Description.
The Signatory has a number of rights regarding the processing of personal data in connection with the use of the Service. It should be noted that Invono is personal data processor in relation to the User and that the Signatory therefore must contact the User – that is the personal data controller – directly with any questions or objections regarding such personal data processing.
5. DISCLAIMER AND LIMITATION OF LIABILITY
Invono makes no commitment that the Service will be free from errors, deficiencies, disturbances, bugs or interruptions etc. The Service is provided as is without any warranties of any kind and is used by the User and the Signatory at their own risk.
It is the responsibility of the User and the Signatory to determine whether it is appropriate to use the Service to achieve the intended purpose of the User/Signatory. Invono accepts no liability whatsoever for any direct or indirect damage or loss resulting from or related to the use of the Service. This applies regardless of the reason for such damage or loss, i.e. whether due to interruptions in function or use; termination of feature or service; malfunction; faults; bug; neglect; purpose failure; virus; loss of data, information or documentation; unauthorized access; operating or connection problems; infringement or any other reason.
Invono’s total liability in aggregate for all damages arising out of or related to the Service, whether in contractor or tort, or otherwise, shall under all circumstances be limited to a maximum of half a (0.5) price base amount (Swe. prisbasbelopp) in accordance with § 6 in chapter 2 of the Social Security Code (Swe. socialförsäkringsbalken) for each signing process.
Invono provides the Service to enable the User to collect electronic signatures and for the Signatory to sign documents electronically. As part of the Service, Invono seals the signed document and puts its digital signature on it. This procedure is done solely to create the possibility for Invono to subsequently verify – through its online verification service – that a particular document has been signed with the Service and that the contents of the document have not changed after signing. For avoidance of doubt, Invono’s digital signature on the document has nothing to do with the contents of the document as such and does not mean that Invono is a Signatory or has any intent or liability to fulfill any obligations under the document.
Invono assumes no liability whatsoever regarding the validity or enforceability of any document signed with the Service. This means inter alia that Invono assumes no responsibility if the signing of a document with the Service is not considered to comply with the legal and other requirements that may apply to the signing of the document in question. Accordingly, it is the sole responsibility of the User and Signatory to ensure that it is appropriate to use the Service for the signing of a document and that the properties of the Service (such as – but not limited to – the available verification methods) meet the legal and other requirements that may apply to the signing of the document in question.
For the avoidance of doubt, Invono also does not assume any responsibility for the Signatories’ authority to sign the document in question or for monitoring or ensuring the proper fulfilment of agreements and obligations included in the signed document. Invono has no obligation to intervene or assist in the event of a dispute regarding a document signed with the Service. However, Invono will of course provide the normal features of the Service, such as the possibility to verify the document, and its usual support services.
Information regarding the Service published on Invono’s website (invono.se/app.invono.se) or otherwise in connection with the Service – as well as any information acquired via Invono’s support – including statements regarding the legal validity of electronically signed documents or documents signed with the Service, shall only be regarded as general information and does not constitute, and should not be used as, legal or other professional advice. Accordingly, any use of such information is entirely at the User’s and Signatory’s own risk. Invono accepts no responsibility for incorrect or incomplete information, or for any damage whatsoever caused by actions or decisions based on such information.
6. CHANGE OF THE TERMS OF SERVICE
Invono has the right to change the Terms of Service with immediate effect. However, the Terms of Service applicable to a specific signing procedure, are always the Terms of Service that were available via the signing page – and on Invono’s website invono.se – at the time when; (i) – with respect to the User – the specific signing procedure was initiated, and (ii) – with respect to the Signatory – the Signatory signed the document in the specific signing procedure. Accordingly, it is the responsibility of each User and Signatory to keep track of any updates to the Terms of Service by reviewing the available Terms of Service in connection with each signing process.
This English version of the Terms of Service shall be deemed as the original version. If there are differences between the contents of this version and any version in another language, this English version shall prevail.
If any part of the Terms of Service is found invalid or unenforceable for any reason, this shall not mean that the Terms of Service as a whole are invalid. Further, any failure by either party to enforce any provision of – or to exercise any right under – the Terms of Service shall not be construed as a waiver of such provision or right, or as a precedent with respect to future actions or rights of such party.
8. GOVERNING LAW AND ARBITRATION
Invono is subject to Swedish law and Swedish law shall apply to the Terms of Service.
Any dispute, controversy or claim arising out of or in connection with the Terms of Service, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations of the SCC shall apply, unless the amount in dispute exceeds SEK 1,000,000. Where the amount in dispute exceeds SEK 1,000,000, the Arbitration Rules of the SCC shall apply. The arbitration tribunal shall however under all circumstances be composed of a sole arbitrator. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration.
The place of the arbitration shall be Helsingborg, Sweden, and the language in the proceedings shall be Swedish if both parties are Swedish and otherwise English.
The parties undertake, without limitation in time, to keep the existence and content of any arbitral award – as well as any information on negotiations, arbitration or mediation – with reference to or in connection with the Terms of Service strictly confidential and not to be disclosed without compelling reasons.
Regardless of the aforesaid, each party has the right to apply to a Swedish public court or other competent authority if the amount in dispute (excluding possible counterclaims) does not exceed SEK 100,000.
Version 1.0 in force 2020-02-11 CET 00:0