Version: 1.1 of November 11, 2022 – official french version is here
1. Definitions
The following words and expressions beginning with a capital letter, singular or plural, are used herein with the following meaning:
“Subscription”: refers to the terms of access to the Services, particularly in terms of duration and/or volume, offered by UpToSign and chosen by the Customer.
“Customer”: refers to any person subscribing to the Services.
“General Terms and Conditions”: means these General Terms and Conditions of the Platform forming a contract between the Customer and UpToSign concerning the use of the Platform and Services.
“Initial Document”: means the Computer File submitted by the Customer to UpToSign via the Platform for the purposes of the Services. The Initial Document must be a Computer File.
“Final Document“: refers to the computer File after execution of the Services, materialized by a computer File. It contains an encryption key which enables the Signature’s metadata to be decrypted. It is supplemented by an Evidence File.
“Data”: refers to personal data processed by UpToSign as data controller, within the meaning of personal data law.
“Evidence File”: means a computer File containing all the elements required to provide technical proof of an action, an exchange or an electronic signature.
“Equipment”: refers to all hardware and software, including the information system and networks, workstations, computers, cell phones, e-mail addresses, tablets, Logins, Private Space that the Customer uses to access the Services and for which the Customer has exclusive custody and responsibility.
“Private Space”: refers to the Customer’s personal, secure management interface, to which he/she has access using his/her Identifiers, and on which he/she can, in particular, access the Services or check his/her Subscription data.
“Computer File”: means a computer data record meeting the PAdES (PDF Advanced Electronic Signature) format in accordance with Commission Implementing Decision (EU) 2015/1506 of September 8, 2015 establishing specifications for advanced electronic signature and advanced electronic seal formats itself taken in application of Regulation (EU) n 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market known as “eIDAS”.
“Identifiers”: refers to a sequence of characters specific to the Customer, personal and confidential, allowing access to the Private Space.
“UpToSign” refers to a simplified joint stock company (Société par actions simplifiée) registered with the Toulon Trade and Companies Register under number B 913865317 and having its registered office at 336 avenue du Stade, Sanary-sur-Mer (83110).
“Platform”: refers to the technical infrastructure comprising all hardware, software packages, operating system, database and environment managed by UpToSign and enabling access to the Services. The Platform is directly accessible remotely via the Internet at https://app.uptosign.com.
“Customer Profile”: refers to the personal space to be created by a Customer, which includes personal and contact information, and a private and confidential messaging interface with UpToSign.
“Sealing”: refers to a process used to verify the origin and integrity of the final Document to which it is affixed.
“Services”: refers to the services provided by UpToSign within the scope of the General Terms and Conditions, i.e. access to the Platform and the services it offers, as described below. These Services are subject to different Subscription formulas.
“Signatory“: means any natural person who affixes his or her Signature via the Platform. The Signatory is always a natural person, whether a Customer or not. When an Initial Document is to be signed on behalf of a legal entity, the Signatory is the natural person mandated to represent the legal entity.
“Signature“: refers to the electronic signature affixed to the final Document by the Signatories using the Platform. The characteristics of the Signature are specified in Article “Signature” below 5.2.
2. Purpose and scope of the General Terms of Use
The purpose of the “General Terms and Conditions” is to define the terms and conditions under which UpToSign makes the Platform available to the Customer for the performance of the Services, as well as the reciprocal obligations of the Customer and UpToSign in the context of the Services.
The conclusion of the General Conditions takes place at the moment of their acceptance by the Customer when subscribing to the Services.
The General Terms and Conditions may be modified by UpToSign at any time. Changes will be notified to the Customer by e-mail or directly via the Platform and will come into effect one (1) month after the notification is sent. If the Customer does not agree with the new General Terms and Conditions before they come into force, the Customer may cancel the Subscription. Failing this, the Customer will be deemed to have accepted the modifications.
3. Duration
Services commence upon acceptance of the General Terms and Conditions for the duration of the Subscription. The Subscription may provide for use of the Services for a specific duration, or for a specific number of uses, or for a combination of both.
4. Platform access
The Customer accesses the Platform after creating a Private Space and using his Identifiers.
UpToSign offers a technical API allowing third-party software to connect to the Platform.
Access to the Platform requires suitable equipment connected to the Internet, as well as an e-mail address and a mobile telephone number. For the duration of the Subscription, the Customer undertakes to have a valid e-mail address that is regularly consulted.
5. Using the Platform
5.1 Information on all Services
UpToSign may be obliged to limit the type of computer File that may be submitted to the Platform for the purpose of the Services, in particular as regards size. These constraints are communicated to the Customer at the time of subscription to the Services and are described on the Platform. The Customer accepts that UpToSign may change these constraints during the course of the Subscription.
Only the Customer is authorized to delete an initial Document.
5.2 Signature
Signature requires double authentication of the Signatories by sending an e-mail followed by an SMS. The Customer is informed that, for technical reasons, the sending of SMS messages is limited to certain geographical areas which can be consulted on the Platform. The Signature is a simple electronic signature and not a qualified electronic signature within the meaning of the “eIDAS” regulation no. 910/2014 of July 23, 2014. The Signature is based on a procedure for sending a URL link and a single-use password that identifies the Signatory and guarantees the link with the initial Document.
It follows from these methods of identifying Signatories that the Signature does not benefit from a presumption of reliability, of which the Customer is informed and accepts. However, UpToSign provides the Customer with an Evidence File which aims to describe the Signature process in order to demonstrate its reliability. UpToSign cannot, however, guarantee the assessment that will ultimately be made by the court seized of the question of reliability.
The Customer shall be responsible for informing the Signatories of the characteristics of the Signature.
The Customer undertakes to enter into the Platform the identity and contact details of each Signatory, in particular their e-mail address and mobile telephone number. Failure to do so will prevent the Signature from taking place.
The signed Final Document is sent, together with the Evidence File, to the Signatories. The Customer receives a download link, valid for thirty (30) days, for the Final Document. On receipt of the link, the Customer undertakes to download the Final Document and the Evidence File and store them on an external medium.
The Customer is hereby informed that UpToSign does not, under any circumstances, archive the Final Documents.
5.3 Sealing
Sealing consists of affixing a seal to an initial Document, enabling the recipient of the final sealed Document to verify that it has not been altered since sealing.
This verification is carried out either using appropriate software or by submitting to the Platform the computer File whose integrity is to be verified. The Platform carries out a check between the computer File submitted to it and the final sealed Document to determine whether there have been any alterations.
The Customer is hereby informed that the mere presence of the seal affixed to the final sealed Document does not constitute a guarantee of the integrity of the Computer File, which must be verified using the aforementioned means, i.e. appropriate software or the Platform.
It is therefore the customer’s responsibility to inform the recipient of a sealed Final Document :
- that the seal alone is no guarantee of integrity;
- that the seal is an invitation to carry out the necessary checks on the integrity of the document submitted.
5.4 General use
In addition to what is stipulated elsewhere in the General Terms and Conditions, the Customer undertakes to :
- not to use the Platform for unlawful purposes, in particular to publish unlawful information of any kind whatsoever;
- not to introduce, voluntarily or even involuntarily, any virus or file of any nature whatsoever that may disrupt the proper functioning of the Platform.
5.5 Safety
UpToSign undertakes to use its best efforts, in accordance with the state of the art, to secure the Platform and the Services.
When accessing the Services, the Customer is expressly reminded that the Internet is not a secure network. Under these conditions, it is the responsibility of the Customer and Signatory to take all appropriate measures to protect their Private Space from possible misappropriation and contamination by any viruses circulating on the Internet, or from the intrusion of a third party into their information system for any purpose whatsoever, and to check that files transmitted do not contain any computer viruses.
UpToSign declines all responsibility for the propagation of computer viruses, as well as for any consequences that may result from these viruses.
The Customer must inform UpToSign of any failure or malfunction of the Service or its Private Space.
If a security breach is detected, UpToSign will inform the Customer in accordance with the applicable legal provisions.
UpToSign may take any emergency measures necessary to ensure the security of the Private Space or the Services.
6. Support – Maintenance
UpToSign reserves the right, without prior notice or compensation, to temporarily restrict access to the Platform, in particular to carry out maintenance operations.
UpToSign is not liable for damages of any kind that may result from such changes and/or temporary unavailability of the Platform or Services.
The Customer is hereby informed that in the event of any difficulties encountered, including by a Signatory in using the Platform, it is the Customer’s responsibility to contact the technical support provided by UpToSign.
UpToSign will also make its best efforts to ensure corrective and evolutionary maintenance of the Platform. Nevertheless, these efforts will have to be assessed in relation to the price of the Services, which UpToSign strives to make very attractive compared to competing solutions.
7. Payment for Services
The Customer is informed of the pricing conditions for access to the Services at the time of subscription to the Services.
Prices are expressed in euros and Services are payable, depending on the Subscription, on subscription or monthly, in arrears.
Payments made by the Customer will only be considered final once UpToSign has received the sums due.
In the event of late payment, UpToSign may suspend Services, without prejudice to any other course of action.
Any invoice not paid by its due date shall automatically incur penalties equal to the rate applied by the European Central Bank to its most recent financing operation, plus ten points, from the day following the payment date shown on said invoice. These penalties shall be payable at UpToSign’s request.
The Customer shall reimburse all costs incurred by the contentious recovery of sums due, including legal fees, which shall not be less than the fixed indemnity of 40 euros provided for in article D. 441-5 of the French Commercial Code.
Under no circumstances may payments be suspended by the Customer, nor may they be offset in any way without UpToSign’s written consent. Any partial payment shall be applied first to the non-preferential part of the debt, then to the sums that are due the earliest.
8. Intellectual property
UpToSign is and remains the owner of the intellectual property rights to the Platform, and the General Terms and Conditions do not transfer these rights to the Customer. The same applies to all elements linked to the Platform (the “Elements”).
The Customer only benefits from a non-exclusive and non-transferable right to use the Elements within the framework of the Services, for the duration of the General Conditions.
9. Liability
Under the Services, UpToSign is liable to the Customer only for direct damage caused by UpToSign, its employees and subcontractors, subject to the following.
It is expressly agreed that the following damages will not be compensated by UpToSign, even if they have been directly caused by a breach of its contractual obligations:
- Loss of profit due to economic loss of any kind, such as loss of orders, operating loss, loss of customers, loss of sales, or due to anticipated savings;
- Loss and/or alteration of data upstream of the Signature ;
- Damage to image ;
- Damages arising from recourse by third parties, including Signatories or recipients of a sealed Final Document.
In addition, UpToSign cannot be held liable in any of the following cases, whatever the nature of the damage:
- Platform malfunction due to telecommunications, Internet or telephone network problems;
- Malfunction attributable to the Customer or Signatory or, more generally, to any third party under the Customer’s responsibility;
- Failure or error in authentication attributable to the Customer, in particular in the event of loss, theft or unauthorized use of his/her Identifiers;
- Relationship between the Customer and the Signatories or Recipients of a Final Sealed Document.
In any event, in the event of UpToSign’s failure to fulfill its obligations under the General Terms and Conditions causing damage to the Customer, UpToSign’s liability shall be limited, regardless of the nature and legal basis of the claim against it, to an amount equal to the price paid by the Customer for the Services during the twelve (12) months preceding the event giving rise to the damage.
Such limitation of liability has been agreed between the Parties in consideration of the overall balance of the General Terms and Conditions.
10. Cancellation
10.1 Resolutory clause
In the event of a serious and/or repeated breach by one of the Parties of any of its obligations under the General Terms and Conditions, which is not remedied within fifteen (15) calendar days of a formal notice to remedy served by registered letter with acknowledgement of receipt, the other Party may automatically terminate the General Terms and Conditions, without prejudice to any damages to which it may be entitled.
10.2 Consequences of termination
In the event of termination of all or part of the General Terms and Conditions, for whatever reason, the Customer will no longer have access to the Platform. The Customer must therefore download all Final Documents and Evidence Files. UpToSign shall under no circumstances be responsible for providing the Customer with a copy.
11. Transfer of the Platform
The Customer acknowledges and accepts that UpToSign may freely assign, contribute or transfer, in any form whatsoever, its rights and obligations resulting from the General Terms and Conditions to a third party of its choice. Consequently, UpToSign will be fully released from its obligations to provide the Services from the first day of the assignment of the General Terms and Conditions.
The Customer may not, under any circumstances, transfer or transmit the benefit of the Services to a third party, whether for a fee or free of charge, in any form whatsoever, without UpToSign’s express prior consent.
12. Force majeure
Neither Party will be held liable in the event of non-performance or delay in performance of one or more obligations arising from the General Terms and Conditions, due directly or indirectly to a case of force majeure as defined by article 1218 of the French Civil Code, provided that the Party affected by the case of force majeure informs the other Party within eight (8) days of the occurrence of the case of force majeure. The Parties may inform each other by any written means.
Performance of obligations under the General Terms and Conditions is suspended for as long as the case of force majeure persists.
However, if the impossibility of performance or the delay in performance continues beyond a period of one (1) month from the aforementioned notification, either Party may terminate the General Terms and Conditions with immediate effect by written notification, without either Party being entitled to claim any compensation whatsoever.
13. Protection of personal data
In the context of these General Terms and Conditions, UpToSign acts as a personal data controller within the meaning of EU Regulation 2016/679 of April 27, 2016 and Law n°78-17 of January 6, 1978 relating to information technology, files and freedoms. Information relating to the processing of the Customer’s personal data can be found in the privacy policy, available on the Platform.
Personal data is hosted in the European Union. It is intended exclusively for UpToSign and its employees and subcontractors in charge of the technical management of the Platform.
13.1 General provisions
As data controller, UpToSign collects and processes personal data for the purposes of providing the Services.
Within the framework of their contractual relationship, UpToSign and the Customer undertake, in their respective capacities as data controllers, to comply with current regulations applicable to the processing of personal data.
13.2 Data processing
13.2.1 Performance of Services
The legal basis for the processing is the contract between UpToSign and the Customer.
In order to provide the Services, UpToSign collects the Signatories’ identification data (surname, first name, e-mail address and cell phone number).
UpToSign will use this data exclusively for the purposes of the Signature. After a period of 30 days after UpToSign has sent the Final Document and its Evidence File to the Signatories, the Signatories’ identification data, the Final Document and the Evidence File will be deleted.
UpToSign will keep exclusively the metadata of the Signature transaction; these metadata are data included in the initial Document and may possibly contain personal data that may have been included by the writer of the initial Document. Nevertheless, UpToSign encrypts this metadata and then archives it. The encryption key is not kept by UpToSign, but is given to the signatories in the final Document.
Consequently, any personal data contained in this metadata will be pseudonymized and inaccessible to UpToSign without communication of the encryption key by one of the Signatories.
These metadata archives are kept for 12 years and then destroyed.
13.2.2 Customer relationship management
The legal basis for processing is the contract between UpToSign and the Customer and UpToSign’s legitimate interest.
The purpose of the Data is to make the Services available, to improve them and to maintain a secure environment. More specifically, the uses are as follows:
- access and use of the Platform by Signatories ;
- managing the operation of the Platform ;
- organization of the conditions of use of the Services ;
- implementation of communication between UpToSign and the Customer for the purposes of Customer follow-up.
In order to manage customer relations, UpToSign collects the identification data of the individual responsible for the Subscription (surname, first name, e-mail address and cell phone number).
This data is used to manage the Subscription and the Services. This data is kept for the duration of the Subscription, then archived for a period of 12 years at the end of the Subscription. Once archived, the data is deleted.
These data are also intended to inform the Customer about UpToSign’s activity and the various services it offers.
13.2.3 Data recipients
Third parties appointed by UpToSign to provide technical or commercial services may access the Data. Technical services are those aimed at maintaining a technical environment, in particular an IT environment that enables the provision of Services, in particular via the Platform. Commercial services are those aimed at providing the Customer with information about UpToSign’s business.
The Data will not be transmitted to third parties for prospecting purposes, in particular for commercial purposes.
Where required by law, UpToSign may transmit Data in order to comply with administrative and legal procedures.
13.2.4 Rights of persons concerned by the processing of personal data
Any person concerned by the processing of personal data has, at any time, the right to access, modify, rectify and delete Data. This right may be exercised by writing to :
- or by using the contact form available on the Platform;
- or by post to UpToSign’s postal address as it appears at any time on the Platform’s “legal notices” page.
Requests made in this way must be accompanied by a copy of an identity document in order to be considered by UpToSign.
In addition, the Customer and the Signatories have the right to :
- oppose, for legitimate reasons, the processing of certain Data;
- request UpToSign to provide the Data concerning them in an accessible form;
- demand, as part of the right of rectification, that any Data concerning them which is inaccurate, incomplete, equivocal, out of date, or whose collection, use, communication or storage is prohibited, be rectified, completed, updated or deleted, as the case may be.
These rights are exercised within the limits of UpToSign’s right to retain and archive Data in order to meet its own obligations under applicable laws.
13.3 Data protection officer
UpToSign communicates to the Customer the name and contact details of its Data Protection Officer, if it has appointed one in accordance with Article 37 of the European Data Protection Regulation.
14. Use of cookies
In order to improve the quality of its service and better meet Customer expectations, UpToSign may collect Customer or Signatory Data, in particular through the use of “cookies”.
Tracers are information files that record data relating to the browsing habits of Customers or Signatories (pages consulted, date and time of consultation, etc.) for the purpose of facilitating access to the Platform and, in particular, making browsing easier. UpToSign may have access to this information.
In order to ensure that the Customer or Signatory is informed of and consents to the use of cookies, UpToSign has set up an information and cookie management system enabling the Customer or Signatory to manage his/her consent to the use of cookies that are not mandatory for the operation of the Platform.
In general, UpToSign does not use marketing trackers on the Platform.
15. Privacy
The information transmitted or collected by UpToSign when using the Services is considered confidential by nature and is not communicated to any outside party unrelated to the provision of the Service, with the exception of applicable legal and regulatory provisions.
This provision does not preclude judicial or administrative communications.
16. Final stipulations
16.1 Validity of clauses
If any provision of the General Terms and Conditions is held by a court of competent jurisdiction to be inapplicable or invalid in whole or in part, the remainder of that provision and/or the other provisions of the General Terms and Conditions shall remain in full force and effect. In such a case, the Parties shall negotiate a new legal clause, by way of an amendment, which is valid and possible to implement, and which comes as close as possible to the intention defined in the original clause.
16.2 Tolerance
Any waiver by one of the Parties to invoke the existence or total or partial violation of one of the stipulations of the General Terms and Conditions, regardless of the duration thereof, shall not constitute a modification or deletion of said stipulation or a waiver by said Party to invoke prior, concomitant or subsequent violations of the same or other stipulations.
16.3 Permanence of obligations
Obligations which are intended to survive will remain in force after the termination of the General Terms and Conditions, for whatever reason, and will continue to produce their effects after the termination of the General Terms and Conditions.
16.4 Agreement on proof
In addition to the legal provisions recognizing the evidentiary value of electronic writing, the Parties acknowledge the validity and evidentiary value of e-mails with acknowledgement of receipt, SMS messages, and notifications made by UpToSign via the Platform, as well as any electronic records kept by UpToSign in connection with the General Terms and Conditions.
17. Applicable Law – ATTRIBUTORY JURISDICTION CLAUSE
The General Terms and Conditions are governed by French law.
Prior to any legal action, the Parties agree to seek an amicable solution through conciliation or negotiation.
IN THE EVENT OF A DISPUTE, THE COMPETENT COURT OF TOULON SHALL HAVE EXCLUSIVE JURISDICTION, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, EVEN FOR EMERGENCY PROCEEDINGS OR PROTECTIVE PROCEEDINGS IN CHAMBERS OR BY PETITION.