Terms of Service

These terms of service (“Terms”) constitute a binding agreement between Scrive AB (“Scrive”) and you (“You” or “User”) governing Your use of the electronic document signing & agreement platform service developed and provided by Scrive (“Service”) that i.a. facilitates the signing of documents by various individuals or legal entity representatives (“Signatories”). By creating an account, logging in, or using the Service directly or indirectly, You accept and agree to these Terms. Scrive may amend, add, or remove portions of these Terms at any time without liability. You must monitor the Terms for updates each time You use the Service, as Your continued use following any modifications constitutes Your binding acceptance of those changes. You shall adhere to these Terms in Your capacity as a User, even if the legal entity You represent (“Your Company”) holds a separate confirmed order or license agreement with Scrive, or with an authorised reseller of the Service.

For general agreement terms and conditions, please refer to section 6 below.

1. User accounts

You are responsible for maintaining the confidentiality of, and protecting Your account information, including passwords. You are responsible for all activity on Your account. You shall immediately notify Scrive via support@scrive.com on suspicion of unauthorised use or attempted unauthorised use of Your account or other security breach.

1. General Account Terms: You shall provide accurate, current and complete information about Yourself within any account information registered in the Service. You shall keep all your account information accurately updated by following the procedures provided by the Service. You shall not use any automated device, program, algorithm, method, or any similar manual process, to access, acquire, copy, probe, load-test, index, manipulate, test or monitor any portion of the Service or any content, or to in any way reproduce or circumvent the Service’s structure or presentation, or to attempt to obtain any materials, documents or information through any means other than the infrastructure created and/or made available by Scrive to that end. You shall not perform any action that exposes the Service’s infrastructure, or subject any systems or networks that are part of or affiliated with the Service, to an excessive burden.
2. User Content: You shall not use the Service for illegal purposes. This includes disrupting the Service, disseminating content that violates privacy, copyright or proprietary right of any third-party, or using the Service for any purposes that are or may be perceived as illegal, obscene, unethical, abusive, libellous, threatening, vulgar or otherwise reprehensible. Scrive is not liable for the removal of any such content, or for any failure or delay in removing such content. Scrive has the right to, at any time, delete, reject and litigate against User and User content if Scrive deems it to violate the Terms or otherwise violate any applicable laws and regulations. You are fully responsible for the contents of Your account and any transactions made with Your account through the Service.
3. Normal usage: Restrictions for normal use apply as per the price plans published on www.scrive.com, except in the event You/Your Company has a separate valid licence agreement with Scrive – or with an authorised reseller of the Service (“Reseller”) – which includes price plans with other conditions about normal use. Fees for exceeding use (if any) are charged in arrears in accordance with the applicable pricing conditions for your account.
4. Suspension of Service or termination: Scrive may at any time and without notice, freeze Your account in the Service or otherwise stop Your access to the Service for: (1) alleged breach or clear violation of the Terms; (2) our attempts to address safety in the software or to protect the contents; (3) modification of the Service; (4) unexpected operational interruptions or problems; (5) delayed payment, (6) malicious breach of any applicable limits of normal usage; (7) explicit action requested from any legal authority or other government authorities. Scrive shall not be liable to You or any third-party due to your account in the Service being frozen or terminated in accordance herewith.
5. Usage through a Free Account:  If You are subscribing to a Free Account with Scrive, You must log in to your account at least once every twelve (12) months to maintain a valid subscription to the Service. Scrive reserves the right to, without liability to You or Your Company, terminate Your Free Account and permanently delete all contents therein in case You fail to log in to Your account within such interval. Scrive nevertheless undertakes to, prior to such deletion, make at least one good faith attempt to notify You of the pending termination via the contact details registered in Your account information.
6. Usage through a Portal: If You are invited to use the Service through a portal of another company (“Portal”) You will either (i) create a Free Account with Scrive, or (ii) if You already have an account with Scrive, log in to the Service with your existing credentials. When You log in to the Service through a Portal, You will only have access to documents between You and the company that invited You to the Portal. When You log in to the Service directly through www.scrive.com, You will have access to Your full e-archive and the functionality offered with Your current price plan.
7. Initiating a signing process without an account: Scrive, or a Company being a customer of Scrive, may from time to time offer the possibility to initiate a signing process from a specific landing page for a specific type of document/purpose. In such cases your usage of the Service is limited to the single signing process you initiate. Once the document is signed by all Signatories thereto, You will receive the signed version of the document, at which point the agreement (Terms) between you and Scrive expires forthwith, and the Errand (as defined in Section 2.2 Data Storage) will be immediately deleted. Scrive will only retain the following information relating to the Errand in its transaction log; the document id (unique transaction number) and the date & time for sealing of the document. To avoid doubt, without an account you will not have access to an e-archive or any other functionality offered by Scrive to its Users with an account.

2. Data Management

Scrive processes information, including personal data, in connection with Your use of the Service. Depending on the specific context of the processing, Scrive acts in two distinct capacities:

1. Processor role: Scrive is processing personal data on behalf of its customers, as laid out in the data processing agreement between Scrive and its customers, either as incorporated directly into these Terms or as part of a separate licence agreement. This processing covers i.a. performance of signing processes in the Service including related messaging; invitations/reminders to sign documents, and confirmations of signed documents) and storage of signed documents and related metadata (e-archive and agreement management).
2. Controller role: Furthermore, Scrive is processing personal data from the Service in a controller capacity, to fulfil its legal obligations as a trust service provider, e.g., when issuing signer certificates. Scrive may also process personal data from the Service in a controller capacity for billing, security, service improvement, and statistical purposes. Such processing of personal data is not covered by the separate data processing agreement. To avoid any doubt, Scrive shall at all times, when processing personal data in a controller capacity, ensure that it has legal basis and remain fully responsible for such data processing.

Further information regarding Scrive’s processing of personal data is described in Scrive’s privacy notice as published on www.scrive.com/privacy-notice (follow link to view).

3. Our communication with You

Upon registering an account, Scrive may contact You via the Service or Your registered contact details (phone or email) to provide product updates or other promotional materials related to the Service. You may opt out of these promotional communications by sending a request to support@scrive.com. Notwithstanding any opt-out request, Scrive may continue to communicate with You via email regarding Your transactions and essential account-related matters. Additionally, You must acknowledge that when the Service delivers messages as part of a signature process, Scrive sends these communications solely on behalf of either You, the customer who initiated the process, or another participating Party. Furthermore, agreement management functions within the Service may send You messages such as automated reminders, and other Users may communicate with You directly through the Service in the context of managing agreements.

4. Proprietary Rights

You acknowledge and agree that (i) Scrive, and licensors to Scrive, own all property rights to the Service and all interests therein, including intellectual property rights contained in the Service (whether those rights are registered or not, and wherever in the world those rights may exist); (ii) You shall not decompile, disassemble, or reverse engineer the Service, nor alter or duplicate any aspect of the Service except as explicitly permitted by Scrive; and (iii) unless otherwise agreed in writing with Scrive nothing in the Terms gives You the right to use any of the Scrive trade names, trademarks, logos, domain names or other distinguishing marks. Scrive acknowledges and agrees that Scrive under these conditions obtains no right, title or interest from You (or Your licensors) in or to any content You submit, post, transmit or display on or through the Service, including intellectual property rights which may subsist in that content.

5. Disclaimer

No legal advice: It is Your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, documents, contracts, or other content available through the Service. No part of the Service shall be regarded as legal advice. Neither Scrive nor its licensors and affiliates shall be liable for any errors or omissions in the content, or for the consequences of actions based on reliance on any content.

6. Agreement terms and conditions

6.1 Introduction

The general terms and conditions referenced in this section shall constitute the binding license agreement (the “Agreement”) governing access to and use of the Service, unless Your Company is party to a separate, valid, written agreement with Scrive (or a Reseller) governing the Service that does not incorporate these Terms. For the purposes of the Agreement, the term “Licensee” shall mean Your Company; provided, however, that if You access the Service via a F“free Aaccount” (or similar), “Licensee” shall mean You. Furthermore, if You are a natural person using the Service exclusively for private, non-professional purposes, any Data Processing Agreement included within the general terms and conditions shall not apply.

 

 

In the event of any inconsistency between the Agreement Documents, precedence shall be given to the documents in the order in which they are mentioned above.

6.3 Conditions for Online Agreement Documents
It is agreed and acknowledged by the Parties that the above Agreement Documents are each determined, and made available, as an online agreement document (“OAD”), and that any individual OAD may be modified by Scrive in accordance with the specific conditions for modifications as stated on https://www.scrive.com/terms/oad (follow link to view).

It is furthermore agreed and acknowledged by the Parties that:

•     any OAD shall, as and when being applicable as per the further conditions below, be deemed to form an integral part of the Agreement;
•     the terms and conditions of the eID Terms shall apply to any access and use by Licensee of any Third-Party Services;
•     the terms and conditions of any Terms of Use document for Third-Party Services shall additionally apply to any access and use by Licensee of the Third-Party Services being the subject matter of the specific Terms of Use document, and;
•     the full terms and conditions of the SLA shall apply only if and when Licensee has either: (i) specifically ordered a subscription to the SLA, or; (ii) subscribes to a price plan in which a subscription to the SLA is included at no extra charge as per the specifications set forth on https://www.scrive.com/pricing (follow link to view), or as per such separate price plan as may be specified in Your Company’s separate valid licence agreement with Scrive.

6.4 Conditions for Free Accounts

Individuals with a valid Free Account can use the Service free of charge subject to such separate restrictions on use as Scrive may in its own discretion impose from time to time. To the maximum extent permitted by applicable law and notwithstanding anything to the contrary in the Agreement Documents, Scrive provides the Service to Free Users strictly on an “as is” and “as available” basis, without warranties of any kind.

The following liability limits shall expressly supersede the general monetary limitation of liability cap set forth in the General Terms and Conditions, while all other liability exclusions (including the waiver of indirect damages), time bars, and mitigation duties therein shall remain in full force and effect:

• If You access the Service via a Free Account on behalf of a legal entity, Scrive’s maximum aggregate liability for any and all claims arising out of or related to the Agreement shall not exceed one thousand Swedish kronor (SEK 1000).
• If You access the Service strictly as a private individual (consumer), Scrive’s liability shall be strictly limited to foreseeable, direct damages; provided, however, that to the maximum extent permitted by mandatory consumer protection law, Scrive’s total aggregate liability shall not exceed ten percent (10%) of the Swedish price base amount (prisbasbelopp) pursuant to the Social Insurance Code (2010:110) applicable at the time the claim arises. 

Nothing in this section excludes or limits liability for damages resulting from intent or gross negligence, or any other liability that cannot be contractually excluded under mandatory applicable law. 

6.5 Conditions for use via Reseller (sub-licensed use)

If You or Your Company accesses the Service pursuant to a sub-license agreement with an Reseller, these Terms shall strictly govern Your operational use of the Service, acceptable use policies, and Scrive’s intellectual property rights directly between You/Your Company and Scrive. However, all commercial terms, financial obligations, warranties, and service level commitments exist exclusively between You/Your Company and the Reseller. Scrive disclaims all financial and commercial liability directly to You or Your Company arising from or related to the Reseller agreement or Your commercial use of the Service. You shall direct any and all claims, disputes, demands, or requests for support, regardless of the legal grounds on which they are based, exclusively to the Reseller.

7. Severability and non-waiver

If any provision of these Terms is held to be legally invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Failure by either party to enforce any provision of the agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right unless express and in writing. No waiver shall be interpreted as setting a precedent.

8. Governing law & dispute resolution

These Terms shall be construed in accordance with and be governed by the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Expedited Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English. All awards may, if necessary, be enforced by any court having jurisdiction in the same manner as a judgement in such court. All arbitral proceedings shall be strictly confidential and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.

9. Miscellaneous

Scrive may make these Terms available in other languages for convenience and information purposes on its website or elsewhere. In the event of any conflict between the English language version of the Terms and any subsequent translation into any other language, the English language version shall be deemed as the original, governing version.