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General Terms and Conditions

Purpose

The company Yousign (hereafter referred to as "Yousign") is a provider of trusted electronic signature, electronic time stamping, electronic seal and electronic archiving services, in addition to support and advice with the deployment of these services.

These general conditions apply unreservedly and without restriction to all orders for Services from Yousign. They define the terms and conditions for the provision of the Services to the client subscribing to them pursuant to the conditions described in the article "Subscription to the Services and acceptance of the general conditions" (hereafter referred to as the "Client").

If the Client has accepted a quotation, in accordance with the conditions described in the article "Quotation Request" (hereafter referred to as the "Quotation"), this Quotation and these general conditions constitute an indivisible contractual whole. In the event of any contradictions, the provisions of the Quotation(s) take precedence over these general conditions. In the case of contradictions between different Quotations, the most recent document takes precedence over the older ones.

These general conditions take precedence over all other general or special conditions not expressly accepted by Yousign.

Main definitions

In these general conditions, the following terms will be considered as having the meanings attributed to them hereafter when beginning with a capital letter:

API

The API made available to the Client and integrated within its IT system, for which the documentation concerning its functional and technical characteristics may be accessed at the following address: https://dev.yousign.com.

Application

The online Application published by Yousign and accessible on the Website in "SaaS" mode (Software as a Service), for which the documentation concerning its functional and technical characteristics may be accessed at the following address: https://help.yousign.com.

Customer Account

The account opened on the Website for the Client, to enable it to use the Services.

User Accounts

The accounts opened on the Website for each User, dependent on the Customer Account. Each User Account is issued on a name-basis and is personal to the User concerned.

Client Documents

The Client’s documents concerned by the electronic signature, electronic archiving and server seal signature Services as defined in the present general conditions.

Evidence File

The files containing all of the data and information concerning the use of the electronic signature and server seal signature Services by the Client or a User.

Customer Space

The interface reserved for the Client, which the Client and Users may access via the Customer Account and the User Accounts, enabling them to manage their use of the Services.

Confidential Information

All information and/or data of any form and nature including among others all written or printed documents, all computer files, samples, models and/or knowledge, whether protectable or not by intellectual property rights, in addition to all written or verbal information including that of a business, financial, administrative, legal or technical nature, belonging to a Party or relating to it, to which the other Party shall have access during the provision of the Services, for which the Party communicating this information has unequivocally stated its confidential nature, or, in the case of verbal or visual communication, or communication via a written medium, has verbally stated its confidential nature at the time it was communicated. Among others, the term "Confidential Information" includes the Client Documents and more generally any data, information or documents supplied by the Client to Yousign for the purpose of this agreement.

Certification Policies

The policies implemented by Yousign to provide the Services in compliance with the standards for which it is certified, the technical documentation for which may be accessed on the Website in the "Certifications" section.

Services

All of the services proposed by Yousign, described in the article "Description of the Services".

Third-Party Signatories

The natural persons who are to sign the Client Documents by means of the electronic signature Service, who are not Users using the Services.

Website

The website https://yousign.com, operated by Yousign.

Third-Party Archiver

The archiving service provider to which Yousign has subcontracted the performance of the electronic archiving Service. The identity of the Third-Party Archiver will be supplied by Yousign to the Client by any appropriate written means, during the providing of the electronic archiving Service.

Users

Members of the Client’s personnel and staff selected by the Client to use the Services defined in this agreement.

Website and Services reserved for professionals

The Website and Services are designed and intended for professional use. They are therefore exclusively aimed at professionals in the performance of their activities.

Subscription to the Services and acceptance of the general conditions

Subscription via the Website

The Services are provided in the form of a subscription (hereafter referred to as the "Subscription"), based on one of the following options:

  • The Application Package
    The Client takes out a Subscription to the application accessible on the Website (hereafter referred to as the "Application"), for each of the Users he has previously selected for this purpose.
  • The API Package
    Yousign may provide the Client with an API (hereafter referred to as the "API") which the Client must incorporate within its IT system. To this end, Yousign will provide the Client with an access link to the API by any appropriate written means, including e-mail.

    Documentation to integrate the API may be accessed on the Website. Yousign may also provide the Client with technical support in accordance with the conditions mentioned in the article entitled "Technical support".

Opening Accounts

When taking out a Subscription, the Client opens a Customer Account on the Website either by:

  • completing the form provided for this purpose on the Website. To do so, the Client must supply the mandatory information as indicated. Any incomplete registration will result in the request to open the Customer Account being declined.
  • submitting a request to open a Customer Account to Yousign in writing, who will in return send a link allowing the Client to activate its Customer Account and choose a password, by any appropriate means including by e-mail.

The opening of the Customer Account will result in the allocation of a Customer Space enabling it to manage its use of the Services, in such form and using such technical resources that Yousign considers most appropriate.

It shall then be the Client’s responsibility to select one or several administrators from among the Users, who will be responsible for managing the Users’ access to the Services, opening User Accounts for them and allocating personal login details and asking them to choose their passwords.

The Client agrees to ensure that the Users do not allow any third party to use the User Accounts in their place or on their behalf, failing which it will assume full liability for such use. It expressly acknowledges that any use of the Services with these login details will be considered to have been performed by the respective Users themselves.

The Client expressly acknowledges and accepts that the Users are solely liable for protecting the confidentiality of their login details and passwords. It agrees to immediately contact Yousign by any appropriate means including e-mail if it appears that a User Account has been used without its User's knowledge.

Requests for Quotations

The Client may also directly contact Yousign at the contact address shown on the Website to subscribe to the Services. To do so, it should supply Yousign with the appropriate information and documents to enable it to identify its requirements and expectations.

Based on this information and these documents, Yousign will issue a Quotation stating the characteristics of these specific Services, their prices and payment terms. Unless stated otherwise, this Quotation is valid from one month as from its issue date. Unless approved by the Client within this deadline, it will lapse.

The Client must approve the Quotation within the above-mentioned deadline by any appropriate means including e-mail. Once the Client has approved the Quotation, it shall open a Customer Account on the Website if it has not already done so, in accordance with the abovementioned conditions.

Acceptance of the general conditions

When taking out the Subscription on the Website, the Client accepts these general conditions by checking a box in the registration form.

If the Client has ordered specific Services, any approval of a Quotation, whether express or implicit, constitutes full and unreserved acceptance of these general conditions, with the applicable version being that in force on the date of the Quotation concerned.

This acceptance can only be full and unreserved. Any acceptance subject to reservations will be considered as null and void. Any Client who does not agree to be bound by these general conditions may not order Services from Yousign.

Requests for modifications to the Subscription and/or the Services

The Client has the possibility at any time to change its Subscription, to combine both packages mentioned in the "Subscription via the Website" article or to modify the specific Services ordered from Yousign.

Any requests from the Client to modify the Subscription packages and/or the specific Services mentioned in the Quotation may be submitted by one of the following means:

  • These requests may be negotiated directly between the Client and Yousign. If the Parties reach an agreement, the modifications will be the subject of an additional Quotation or a new Quotation, the terms of which will take precedence over the former version. Unless stated otherwise on the new Quotation, the commitment periods will be identical to those of the first Quotation.
  • The Client may also enter the details of its request via the Website. When these requests have been processed, information concerning these modifications will be accessible to the Client via his Customer Space.

Yousign certification policies

Yousign is certified by the Agence Nationale de Sécurité des Systèmes d’Information (ANSSI) in its capacity as a service provider authorised to issue trusted services as defined in the "eIDAS" Regulation, number 910/2014 of July 23, 2014, (hereafter referred to as the "eIDAS Regulation"). As such, it is included on the trusted list drafted by France for the European Commission.

Yousign is also certified to issue electronic signature certificates in compliance with the standards mentioned on the Website, in the "Certifications" section.

In order to supply Services compliant with the above-mentioned standards, Yousign has implemented Certification Policies which may be accessed on the Website in the "Certifications" section.

The Client is invited to consult the technical documentation in this section concerning Certification Policies, in addition to Yousign's approvals and certifications to issue electronic signature certificates.

Description of the Services

Electronic signature service

Yousign supplies the electronic signature Service in accordance with the following conditions, depending on the Subscription package taken out by the Client and the desired signature level.

Characteristics of the signatures

The electronic signature Service enables a User to sign Client Documents and/or to have them signed by one or several Third-Party Signatories.

Depending on which package the Client has subscribed to, this Service is supplied subject to the terms shown below:

  • If the Client has subscribed to the Application Package, each User has the possibility to personally sign Client Documents and/or to have them signed by Third Party Signatories.
  • If the Client has subscribed to the API Package, the Client may choose one of the following options:
    • either purchasing a pack with a set number of electronic signatures to be used over a given period; or
    • the right to use a maximum number of electronic signatures over a given period, with supplementary charges for any additional electronic signature.

The signature process

Yousign proposes two levels of electronic signatures: either a simple electronic signature or an advanced electronic signature within the meaning of the eIDAS Regulation, this being a signature allowing an unequivocal identification of its author, to be used under its exclusive control, and detecting any subsequent modification to the signed document.

The process of using the electronic signatures, whether simple or advanced, is described in the Certification Policies.

In accordance with the conditions described in the article "Requesting a Quotation for Specific services" the Client may request to handle one or several stages in this process itself. In this case, the Client expressly acknowledges and accepts that it will be the sole responsible for handling these stages.

If a Client Document needs to be signed by one or several Third-Party Signatories, it is the Client’s responsibility to supply Yousign with the contact details, including the last name, first name, e-mail address and telephone number of the said Third-Party Signatories, by any means appropriate.

Upon receipt of this information, Yousign will send each of the Third-Party Signatories a link by any appropriate means, allowing them to sign the Client Documents based on the process described in the Certification Policies.

Evidence File

Upon each signature of a Client Document, a Evidence File is created containing all the data and information concerning the electronic signature process used, and all items and information making it possible to identify the Users and Third-Party Signatories having signed the Client Documents, their "hash" and, where applicable, the certificate associated with the advanced electronic signature and the general terms of use of the electronic signatures.

In the event that the electronic signature process for a Client Document is the subject of dispute or litigation, the Client shall be able to use the Certification Policies and the Evidence File made available to it in the Customer Space.

The Evidence File is stored by the Third-Party Archiver for a period of ten (10) years as from the date it is established, with its storage period unaffected in any way by the expiry or termination of its agreement, regardless of the grounds thereof.

Electronic archiving service

Yousign can provide the Client with an archiving area reserved for the Client Documents which the Client wishes to archive, for storage purposes for a period of ten (10) years (hereafter referred to as the "Archiving Period"), under conditions guaranteeing their durability and integrity.

The Client hereby declares that having been informed of and accepting that Yousign has assigned the electronic archiving Service to the Third-Party Archiver. Yousign guarantees to the Client that the Third-Party Archiver is certified to supply a Service compliant with the applicable standards in the field of electronic archiving, including the NF Z42-013 and NF Z42-026 standards or any other standards which would replace them.

At the end of the Archiving Period, the Parties may discuss in good faith the renewal of the Archiving Service, for a new period of ten (10) years. If the Client does not wish to renew the Archiving Service, Yousign will destroy and/or return the archived Client Documents to him at his request.

The Client shall be able to access the archived Client Documents during the Subscription period via the Customer Space.

In the event that its Subscription is terminated before the end of the Archiving Period, Yousign agrees to inform the Third-Party Archiver of this in writing, providing it with all appropriate information concerning the Client and the Users in order that the Client Documents may be archived until the end of the Archiving Period.

The electronic timestamping service

Yousign can provide the Client with a pack containing a set number of electronic timestamps, enabling the Client to provide a definite date and time for the documents, data and files of his choice (hereafter referred to as the "Timestamped Data").

The timestamps provided to the Client are qualified timestamps within the meaning of the eIDAS Regulation, i.e., electronic timestamps which:

  • Link the date and time to the Timestamped Data in a manner which reasonably excludes the possibility of them being modified without detection;
  • Are based on an accurate time clock linked to Coordinated Universal Time;
  • Are signed or stamped by means of an electronic signature or an advanced electronic seal or an equivalent method.

Each timestamp from the pack takes the form of a file including an alphanumeric footprint (or "hash") specific to each item of Timestamped Data, with the associated date and time of the timestamp (hereafter referred to as the "Timestamped Data").

Server seal signature service

Yousign can provide the Client with a pack of server seal signatures.

Yousign can supply two categories of server seal signatures: either intended only to guarantee the integrity of the Client Documents on which the server seal and signature are applied, or to also make it possible to prove that these Client Documents were issued by the Client in its capacity as a legal person.

In this second case, the creation of the server seal involves the collection of information concerning the legal person for which it is issued. The collection process is described in the certification policies.

For the performance of the server seal signature Service, the Client sends Yousign the Client Documents concerned, by any appropriate means, along with the details of the desired server seal signature category. Yousign performs the server seal signature on the Client Documents and makes these available to the Client via its Customer Space.

Yousign also establishes and stores an Evidence File under the same conditions as those described in the article "Electronic Signature Service".

The process of collecting information concerning the bearer of the electronic seal and the creation of the Evidence File is described in the Certification Policies.

Availability of the Services

At the Client's request, except under force majeure circumstances, Yousign can guarantee continuous access to the Services 24 hours a day, 7 days a week, in addition to the availability levels and the management and incident resolution levels specified in the service level agreement accessible on the Website (hereafter referred to as the "Service Availability").

Any Client having subscribed to the Service Availability option expressly acknowledges and accepts that in view of the complexity of the Internet, the unequal capacity of various sub-networks, peak User traffic at certain times and various bottlenecks over which Yousign has no influence, Yousign's liability is limited to the operation of its servers, whose external limits are constituted by their connection points.

Yousign may not be considered liable (i) for the speed of its servers, (ii) for the slowing of its servers due to external causes, and (iii) for poor transmission due to the failure of or problems with these networks.

The Client acknowledges and accepts that the Service Availability option does not cover all breakdowns or interruptions caused by telecommunications operators or Internet service providers.

Technical support

Yousign provides technical support involving assistance and advice for all questions concerning the integration of the API and the use of the Services.

According to the option chosen by the Client, technical support is accessible by e-mail and/or by telephone, using the contact details mentioned on the Website, from Monday to Friday, excluding days not worked or public holidays, from 9 AM to 6 PM.

According to the needs identified, Yousign will estimate its response time and nature, and will inform the Client thereof.

Hosting the Client’s data

Yousign agrees to host the Client Documents and Evidence Files based on a best effort obligation, pursuant to the customs and best practices of the profession, on servers located in the European Union, and by a professional hosting service provider itself exercising its activities pursuant to the customs and best practices of the profession.

Yousign agrees to provide the Client with sufficient storage and processing capacity for the operation of the Services, pursuant to the customs and best practices of the profession.

Yousign agrees to deploy all technical means and resources pursuant to accepted practices, required to guarantee the security of and access to the Services, to the Client Documents and to the Evidence Files, regarding the protection and monitoring of the infrastructure, the management of physical and/or electronic access to this infrastructure and the deployment of detection, prevention and data recovery measures to protect the servers from malicious acts.

Yousign agrees to take all appropriate precautions regarding the nature of the data and the risks arising from the automatic processing of data performed for the purpose of the Services, to guarantee the security of the Client Documents and the Evidence Files, and in particular to ensure that these are not deformed or damaged, or accessed by any unauthorised third party.

Support services

At the Client's request, Yousign can supply training services and support with the deployment of the abovementioned Services. As part of this support, Yousign can also customise the Customer Space by adding the Client's logo.

For the performance of the services, Yousign can either allocate the number of man-days required according to the requirements expressed by the client, or provide for a maximum number of man-days, which the Client will then consume according to the services it wishes to benefit from.

The terms for the performance of the services, including the choice of allocation method for the man-days, are stipulated in the Quotation.

Other Services

Yousign reserves the possibility to propose any other Service of its choosing, in the form and with the features and technical resources it considers most appropriate to provide the said Services.

Subscription Term

The Subscription begins on the subscription date, for the period to which the Client has committed itself (hereafter referred to as the "Initial Period"). It will then be tacitly renewed for successive periods of the same duration, from date to date, unless cancelled by Yousign or by the Client by email, at the latest:

  • Fifteen (15) days before the end of the period under way, in the case of a monthly subscription;
  • Thirty (30) days before the end of the period under way, in the case of an annual or multi-year subscription.

In the case of orders for specific Services, the start date and duration of this subscription will be shown in the Quotation.

Financial conditions

Service prices

The prices of the Services are shown on the Website or, where applicable, in the Quotation. Unless stated otherwise, they are shown in euros, excluding VAT.

Yousign reserves the right to propose promotional offers or price reductions at its sole discretion and in accordance with terms which it alone will determine.

Any Subscription period started is payable in full.

Price revisions

Beyond its initial period, the price of a Subscription may be revised by Yousign at any time, at its sole discretion. The Client will be informed of these modifications and of the date on which the new price will be applied by Yousign by any appropriate written method (including by email) a minimum of one (1) month before the start date of the notice period mentioned in the article "Term".

Once it has taken effect, the new price will apply when the Subscription is renewed. If the Client does not accept the new price, it must terminate its Subscription in accordance with the conditions mentioned in the article "Term". Failing this, it will be considered as having accepted the new price.

Invoicing and payment terms

Unless specifically agreed otherwise by the Client and Yousign:

  • The prices of the Application Package or the API Package are payable on their subscription date, then at each renewal date.
  • The purchase prices of the packs of electronic signatures, electronic time dates and electronic seals, in addition to the archiving area, are payable at the time of order.

The payment details for the prices of specific Services are shown in the Quotation.

These amounts will be billed by means of invoices, issued to the Client by any appropriate means. Unless agreed otherwise between the Client and Yousign, these invoices should be settled at thirty (30) days EOM.

Overdue payments and payment issues

The Client is hereby informed and expressly accepts that any late or overdue payment or any part of a sum remaining unpaid at its payment due date will automatically result in Yousign invoicing for late payment interest, with no notice required, at a rate of three (3) times the official interest rate, based on all sums payable by the client in addition to fixed compensation of forty (40) euros towards recovery costs.

Furthermore, following a failure to pay a sum at its payment due date, and with this sum not being settled within fifteen (15) calendar days following the receipt by the Client of formal notice to comply sent by registered letter with proof of receipt, this remaining unheeded, Yousign reserves the right to suspend the Services and to demand payment in full of all sums owed by the Client without prejudice to the provisions of the article entitled "Penalties for non-compliance".

Agreement in relation to proof

The Client expressly acknowledges and accepts:

  • That the data gathered on the Website and on Yousign’s IT equipment constitutes proof of the reality of the operations performed within the scope of this agreement,
  • That this data constitutes the main form of proof accepted between the parties, including for the calculation of the sums payable to Yousign.

The Client may access this data in the Customer Space.

The Client's obligations and guarantees

The Client agrees to comply with the following obligations, without prejudice to the other obligations stated in this agreement:

  • The Client agrees to supply Yousign with all documents, items, data and information necessary to the performance of the Services. More generally, the Client agrees to actively cooperate with Yousign, including with its dedicated staff, to ensure the satisfactory performance of this agreement, and to inform it of any difficulties related to the said performance. In particular, it is the responsibility of the Client to inform Yousign of any attack, potential threat or attempted intrusion by third parties into the Customer Account and/or the User Accounts.
  • The Client guarantees Yousign that all data and information that it supplies for the performance of the Services, including that concerning the identity of Users and Third-Party Signatories is accurate, up-to-date and truthful and not misleading in any way.

    It agrees to update this information in the Customer Space in the event of modifications, to ensure that it always meets the above-mentioned criteria.
  • The Client agrees to inform the Users of the existence of the Website and of the Services, and to provide them with any useful information to allow for optimal use of the Services and to facilitate their access.
  • During his use of the Services, the Client agrees to comply with the applicable laws and regulations and not to infringe upon the rights of third parties or public policy.
  • The Client bears exclusive responsibility for its use of the Services and for the use of the Services by the Users themselves. Accordingly, it assumes liability for all misuse, non-compliant or illegal use, which the Users may make of the Services, including regarding infringements of applicable laws and regulations.

    The Client is therefore exclusively liable for the implementation of any procedures intended to avoid or repair such acts.

    It is also the Client’s responsibility to ensure the legality and validity of the Client Documents covered by the Services. In this regard, the Client expressly acknowledges and accepts that Yousign has no knowledge of the data stored by the Client in the Customer Space, nor of the Client Documents, regarding which it performs no moderation, selection, verification or inspection of any form. 

    The Client is also solely liable for any relationship between himself and the Users, including any disputes or litigation arising from the use of the Services.

    In particular, it is solely responsible for the delegation of authority and/or of signatures granted to the Users to whom it assigns electronic signatures and/or to whom he delegates the task of performing time stamping and/or the addition of an electronic server seal signatures.

    Yousign may under no circumstances be considered liable for such matters.
  • The Client is solely liable for all relationships between itself, the Users and third parties, including Third-Party Signatories, regarding the Use of the Services.

    Furthermore, the Client expressly acknowledges and accepts that Yousign is not a party to the contracts concluded with the Third-Party Signatories and may under no circumstances be considered liable for any difficulties which may arise during the formation or performance of these contracts, nor will it be party to any possible disputes or litigation related to these matters. In this sense, the Client is solely liable for its use of the Evidence File in the event of any possible disputes or litigation.
  • The Client expressly acknowledges and accepts that it is its responsibility to take the necessary measures to back up any information in its Customer Space it considers necessary, using its own means and resources. Subject to the provisions applicable to the archiving Service mentioned in the article "Electronic Archiving Service", Yousign declines all liability in the event of the possible loss of this information and the Client may not claim any damages on these grounds.
  • The Client is hereby informed and accepts that the implementation of the Services requires the Users to be connected to the Internet and that the quality of the Services is directly dependent on this connection, for which it is solely liable.
  • The Client agrees, both in its own name and that of the Users, not to supply for payment, lease, grant, assign or transfer all or part of its rights or obligations arising under this agreement to any third party, including if this third party has a direct or indirect link with the Client or one of the Users in any manner.
  • The Client shall indemnify Yousign against all complaints, claims and/or legal action that it may face as a result of any failure by the Client to observe any of its obligations under the terms of this agreement. It agrees to reimburse Yousign for all costs, charges, expenses and/or orders for payment which it may incur as a result.

Yousign's obligations and liability

Without prejudice to the other obligations stated in this document, Yousign agrees to meet the following obligations:

  • Yousign agrees to supply the Services diligently and in accordance with accepted industry standards and practices, and moreover guarantees that the Services will be performed at a level of security and privacy according to the requirements of the eIDAS Regulation and more generally the standards mentioned on the Website in the "Certifications" section, in compliance with its Certification Policies. 

    However, the Client expressly acknowledges and accepts that subject to the compliance of the Services with the Certification Policies, Yousign is bound only by a best effort obligation, thereby excluding any absolute obligation.
  • Yousign agrees to only use the information, documents, data and more generally all items that may be forwarded to it under the terms of this agreement for the performance of the said agreement. It agrees that it will not circulate or share these items with any third party whomsoever, with the exception of its subcontractors, and only for the performance of the Services, unless the Client expressly requests this or has approved it.
  • Yousign certifies that it is the holder of an insurance policy covering its professional civil liability. It agrees to maintain this insurance policy in force for the duration of this agreement.
  • Yousign agrees to regularly perform checks and verifications in order to verify the operation of and accessibility to the Services. Yousign reserves the right to temporarily interrupt access to the Services for maintenance purposes. Similarly, Yousign may not be considered liable for any temporary difficulties or outages concerning access to the Services arising from circumstances outside its control or due to disruption of telecommunications networks.
  • Yousign may not be considered liable for any delays arising from the late or inaccurate provision of any information and data by the Client required for the deployment of the Services and more generally, any other circumstances for which the Client is responsible, and for any faults or defects which are not directly and exclusively the responsibility of Yousign. 

    In particular, Yousign may not be considered liable in the event that the emails sent to the Client and/or to the Third-Party Signatories regarding the performance of the Services are routed to the junk mail folder.
  • Under no circumstances will Yousign indemnify the Client against any damages of any form, whether for direct, tangible, business, financial or non-pecuniary losses, due to the performance of this agreement, for any sum exceeding the amounts invoiced by Yousign for the purposes hereof during the twelve (12) months preceding the occurrence of the Client’s loss. Moreover, Yousign may only be considered liable if the Client has issued a complaint by registered letter with acknowledgement of receipt within a period of one month following the occurrence of the said loss.

Penalties for non-compliance

In the event that the Client fails to abide by any provisions of the general conditions or more generally, in the event that it violates any laws and regulations, Yousign reserves the right to:

  • Suspend, delete or block access to the Services by the Client when the latter is the initiator or participant of the failings or infractions,
  • Delete any video ,wholly or in part, related to the failings or infractions in question,
  • Take all appropriate measures and legal action,
  • Where applicable, inform the relevant authorities, cooperate with them and provide them with all information useful to identifying and preventing illegal or illicit activities.

If the Client fails to observe an essential obligation arising from the general conditions, Yousign reserves the right to cancel his access to the Services wholly or in part, thirty (30) days after the reception by the Client of a formal notice to comply remains unanswered, sent by registered letter with acknowledgement of receipt, mentioning the intention to apply this clause, without prejudice to any damages that may be claimed from the User. This will automatically result in the deletion of the Customer Account without prejudice to any other consequences possibly resulting from the application of these general conditions.

Yousign's intellectual property rights

These general conditions grant the Client no intellectual property rights of any form concerning the Website, the Application, the API and more generally concerning the systems, software, structures, infrastructure, databases and content of any form (templates, text, images, pictures, music, logos, trademarks, databases, etc.) exploited by Yousign in the context of the provision of the Services.

The Client only holds a user license for the abovementioned items, and solely for using the Services.

Any disassembly, decompilation, decryption, extraction, reuse, copying and more generally any reproduction, representation, circulation and use of any of these items, wholly or in part, without Yousign's authorisation, is strictly prohibited and may result in legal action.

Confidentiality

Yousign and the Client agree that the Confidential Information:

  • Will be kept strictly confidential;
  • Will only be divulged internally to those members of its workforce with a need to know such information and to its auditors, consultants or external service providers bound by the same confidentiality obligations as those provided in this document, and will only be used by the latter for the purpose stated in the foreword to this agreement;
  • Will not be used, wholly or in part, for any purpose other than that defined in this agreement without the Divulging Party's prior written consent;
  • Will not be divulged or likely to be divulged, directly or indirectly, to any third party or any persons other than those mentioned in paragraph (ii) above;
  • Will not be copied or reproduced, in whole or in part, when such copies, reproductions or duplicates are not for its own purposes or have not been expressly authorised by the Divulging Party in writing.

This obligation does not apply to documents and information:

  • already known to the party receiving it;
  • already public at the time it was communicated or that has become so through no violation of this agreement;
  • legally received from a third party;
  • the production of which is required by the judicial authorities in application of laws and regulations, or with a view to establishing a party's rights with regard to this agreement.

Upon expiry or termination of the Services, Yousign and the Client also agree to return to the other party and/or to destroy all documents containing the Confidential Information supplied to it during the performance of this agreement and not to keep any copies thereof.

It is expressly agreed between Yousign and the Client that the Confidential Information will remain the property of the party having divulged it and that such disclosure under the terms of this agreement may under no circumstances be interpreted as expressly or implicitly conferring any rights to this information upon the party receiving it, including intellectual property rights.

This confidentiality obligation will continue to produce its effects for five (5) years following the end of the Services, regardless of the grounds.

The protection of personal data

For the purpose of this article, the terms "personal data", "data protection officer", "process/processing", "data controller", "recipient", "subcontractor" and "transfer" have the same meaning as that attributed to them in European Regulation 2016/679 of 27 April 2016 concerning the protection of natural persons regarding the processing of personal data and the free circulation of this data (hereafter referred to as the "GDPR").

General provisions

Yousign and the Client both agree to observe the regulations applicable to the processing of personal data, including the French data protection act of 6 January 1978 (hereafter referred to as the "Loi Informatique et Libertés") and the GDPR.

Yousign implements a personal data protection policy, the characteristics of which are explained in the document entitled "Privacy Policy", which the Client is hereby urged to inspect.

Processing performed by Yousign in its capacity as the Client's subcontractor

Yousign is authorised to process the personal data necessary to providing the Services on the Client's behalf.

The nature of the operations performed regarding the personal data is the collection, processing and hosting of the personal data of the signatories of the Client's documents in the context of the provision of the Services.

The end purpose(s) of the processing is the performance of the Services.

The personal data processed is data identifying the signatories of the Client's documents.

The categories of data subjects are clients and business partners of the Client.

For the performance of the Services, the Client shall provide Yousign with information concerning the persons (staff and Third-Party Signatories) signing his documents.

The Client is the data controller for the abovementioned personal data. The personal data supplied by the Client to Yousign for the purpose of performing the Services remains the sole property of and under the sole responsibility of the Client.

Yousign is involved exclusively in the capacity of subcontractor regarding personal data.

Yousign’s obligations in its capacity as a subcontractor

Yousign agrees to:

  • Only process the personal data necessary for the performance of the Services;
  • Process the personal data pursuant to the Client's instructions as documented. If Yousign considers that an instruction violates the GDPR or any other legal provision under European Union law or the laws of the member states concerning data protection, it will immediately inform the Client thereof. Furthermore, if Yousign is required to transfer data to a third-party country or an international organisation under the terms of European Union law or the laws of a member state with which it needs to comply, it must inform the Client of this legal obligation before processing takes place, unless the concerned applicable law prohibits the provision of such information for reasons of public interest;
  • Guarantee the confidentiality of the personal data processed in the context of the provision of the Services;
  • Ensure that the members of its workforce authorised to process the personal data:
    • Agree to respect its confidential nature or are subject to an appropriate legal confidentiality obligation;
    • Receive the necessary training in the field of the protection of personal data.
  • Take account of the protection of personal data by default and from the design stage onwards regarding all tools, products, applications or services.
  • Subcontracting: Yousign may use the services of another subcontractor (hereafter referred to as the "sub-processor") to perform specific processing activities. In this case, it will inform the Client beforehand in writing of any planned adding or replacing of other subcontractors. This information must clearly state the processing subcontracted activities, the identity and contact details of the subcontractor and the dates of the subcontracting agreement. The Client has a minimum period of 30 days as from the date on which this information is received to submit any objections. This subcontracting may only proceed if the data controller has not issued an objection by the agreed deadline.
  • The sub-processor is required to comply with Yousign's obligations on behalf of the Client and in accordance with the Client’s instructions. It is Yousign's responsibility to ensure that the sub-processor provides the same sufficient guarantees concerning the implementation of appropriate technical and organisational methods to ensure that the processing meets the requirements of the European data protection regulations. If the sub-processor does not fulfil its obligations concerning data protection, Yousign will be considered fully liable towards the Client for the performance of the other subcontractor’s of its obligations.
  • The data subjects' right to information: It is the responsibility of the Client to supply information to the data subjects concerned by the processing operations at the time the data is collected.
  • The data subjects’ entitlement to exercise their rights: To the extent possible, Yousign must help the Client to fulfil its obligation to respond to requests from data subjects wishing to exercise their rights including: the right of access, right of rectification, rights of deletion and opposition, right to the limitation of processing, the right to data portability and the right not to be the subject of an automated individual decision (including profiling).

    When the data subjects submit requests to Yousign to exercise their rights, Yousign must immediately forward these requests by email to the email address supplied for this purpose by the Client to Yousign.
  • Notification of personal data breaches: Yousign will notify the Client of all personal data breaches within a maximum period of forty-eight (48) hours after becoming aware of this, by email, sent to the abovementioned address. This notice will be accompanied by any documentation necessary to enable the Client to notify the relevant supervisory authority of this breach if necessary.
  • Assistance from Yousign to help the Client fulfil its obligations: If necessary, Yousign will assist the Client with regard to requirements from the supervisory authorities, including the Commission Nationale Informatique et Libertés (CNIL - French data protection authority), regarding the performance of impact studies concerning data protection and the prior consulting of the supervisory authority as indicated in the GDPR.
  • Security measures: Yousign agrees to implement the following security measures:
    • The pseudonymisation and encryption of personal data;
    • Means and resources making it possible to guarantee the consistent privacy, integrity, availability and resilience of the processing systems and services;
    • Means and resources making it possible to re-establish the availability of the personal data and access to the latter within appropriate timescales in the case of physical or technical incidents;
    • A procedure aimed at testing, analysing and evaluating the effectiveness of the technical and organisational methods for guaranteeing the security of the processing operations.
  • Data Lifecycle: At the end of the Services, at the Client's choice, Yousign agrees to destroy or return to the Client all personal data processed on its behalf for the performance of the Services.

    If this option is chosen, the return of data must be followed by the destruction of all existing copies in Yousign’s IT systems. Once destroyed, Yousign must provide written proof of such destruction in writing.
  • Data protection officer: Yousign will provide the Client with the name and contact details of its data protection officer, if it has appointed one, pursuant to article 37 of the GDPR.
  • Register of categories of processing activities: Yousign hereby declares that it maintains a written register of all categories of processing activities performed on the Client’s behalf, containing:
    • The name and contact details of the Client on behalf of whom it operates, of any possible subcontractors, and, where applicable, of the data protection officer;
    • The categories of processing performed on behalf of the Client;
    • Where applicable, transfers of personal data to a third-party country or to an international organisation, including the identification of this third-party country or international organisation and, in the case of the transfers mentioned in article 49, paragraph 1, second subparagraph of the GDPR, documents confirming the existence of the appropriate guarantees;
    • Insofar as possible, a general description of the technical and organisational security measures, including (as required):
      • The pseudonymisation and encryption of personal data;
      • Means and resources making it possible to guarantee the consistent privacy, integrity, availability and resilience of the processing systems and services;
      • Means and resources making it possible to re-establish the availability of the personal data and access to the latter within appropriate delays in the case of physical or technical incidents;
      • A procedure aimed at testing, analysing and evaluating the effectiveness of the technical and organisational methods for guaranteeing the security of the processing.
  • Documentation: Yousign will provide the Client with the necessary documentation to demonstrate compliance with all of its obligations and to allow for the performance of audits, including inspections, by the Client or any other auditor appointed by it, and to contribute to these audits.

    During such audits, the Client or the auditor appointed by him will not be authorised to access Yousign's business secrets, its strategic information or any information that Yousign is committed to keeping strictly confidential. Yousign may oppose any inspection or verification measure by the Client or the auditor appointed by it that is likely to give them access to such data or information, with no possibility for the Client to submit any complaints or claims on these grounds. In any event, the Client will ensure that the auditor and more generally the staff performing the said audit are subject to appropriate confidentiality obligations.

The Client's obligations as a data controller towards Yousign

The Client is required to fulfil the obligations incumbent upon it in application of the GDPR, including those concerning the obligation to inform, at the time the personal data is collected, the data subjects concerned by the processing operations of the maintenance of the register of processing activities performed, and more generally compliance with the principles of the GDPR.

The Client furthermore agrees to:

  • Provide the subcontractor with the data mentioned in the processing characteristics;
  • Record in writing all instructions concerning the processing of the data by Yousign;
  • Ensure that Yousign meet all of the obligations provided for in the GDPR, both before and during the processing;
  • Supervise the processing, including through the performance of audits and inspections of Yousign, in accordance with the conditions described above.

Social regulations

Yousign declares that it complies with the applicable tax and social security legislation, that it is up-to-date with the payment of its social security contributions and that it is in a position to provide proof of compliance with the various obligations applicable in this field, at the Client’s request. Upon request from the Client, Yousign agrees to provide it with the following documents, as often as necessary, until the end of performance of the Services:

  • An identity certificate providing proof of registration in the register of professions or an extract from the entry in the Trades and Companies Registry not older than three (3) months (a so-called K or KBIS extract), or the equivalent for a foreign company,
  • Proof of submission of social security declarations issued by the social protection authority to which Yousign pays its social security contributions,
  • A declaration confirming that on the date of the said document, Yousign certifies having submitted all compulsory tax declarations to the tax authorities and that the work will be performed by employees who are legally employed with regard to the French Labour Code.

Subcontracting

The Client hereby declares having been informed of and accepted that Yousign reserves the right to use subcontractors for associated services necessary to the performance of its obligations under the terms of this agreement, subject to compliance with the provisions concerning the use of subcontractors performing specific personal data processing activities as provided for in the article entitled "The protection of personal data".

In particular, the Client expressly acknowledges and accepts that the electronic archiving Service is performed by the Third-Party Archiver.

Yousign agrees to oblige its subcontractors to comply with the same contractual obligations as those to which it is subject under the terms of this agreement.

Force majeure

Pursuant to the provisions of article 1218 of the Civil Code, neither the Client nor Yousign may be considered liable for any failure to fulfil their contractual obligations if such failings are due to an event outside their control constituting a case of force majeure.

The term ‘force majeure’ refers to the occurrence of an event which is unforeseeable, unavoidable and outside the Parties’ control, and interpreted as such by French law and the French courts. This includes the following among others: strikes, terrorist activities, riots, insurrections, wars, government action, natural disasters or the failings of a third-party telecommunications provider.

The party prevented from fulfilling its obligations must inform the other party thereof as soon as possible, stating the nature of the force majeure. Yousign and the Client will hold discussions in order to jointly determine the most appropriate means to alleviate or avoid, if possible, the consequences of the event(s) constituting the case of force majeure.

If the force majeure circumstances continue for more than one (1) month, either party may terminate the Services as of right, with no judicial formalities required, without notice, and without entitlement to compensation of any form, by sending a registered letter with acknowledgement of receipt, with immediate effect.

If, following a case of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it will remain liable for the performance of the obligations that are not affected by the force majeure circumstances and, where applicable, its payment obligations.

Upon cessation of the force majeure circumstances, the party prevented from fulfilling its obligations must immediately inform the other Party of this and resume the performance of the concerned obligations within a reasonable period of time.

The effects of the end of the Services and reversibility

The end of the Services, regardless of the grounds, will automatically result in the shutting down of the Customer Account and of the User Accounts. The Client must immediately cease all use of the Services and return all programs and documents concerning the Services to Yousign.

The end of the Services will have no impact on the provisions of this agreement, which will remain in force:

  • The archiving Service will continue to be supplied until the end of the Archiving Period, pursuant to the provisions mentioned in the article "Electronic Archiving Service";
  • The Evidence File will continue to be stored by the Third-Party Archiver until the end of the ten-year(10-year) period mentioned in the article "Electronic Signature Service".

The Client may at any time submit a request to Yousign to access its archived Client Documents and the Evidence Files. Yousign will forward this request to the Third-Party Archiver who will contact the Client directly.

At the end of the Services, regardless of the grounds for this, it is the Client’s responsibility to recover all of its data stored in the Customer Space.

At the Client’s request, Yousign may return all of this data in a standard format readable without difficulty in an equivalent environment.

This reversibility service will be the subject of a quotation issued by Yousign within a maximum period of three (3) months following the Client's request. Yousign agrees to perform the concerned services within the three (3) months following the acceptance of the above-mentioned quotation by the Client.

The Client agrees to actively cooperate with Yousign to facilitate the recovery of the data and information.

It is expressly agreed between the Parties that Yousign will not be bound by its obligation to handle the reversibility of the said data for as long as the Client has not paid all of the invoices issued by Yousign for the provision of the Services.

Yousign agrees to respond to any request for assistance from the Client within three (3) months following the end of the Services. Yousign shall also destroy the said data and information and retain no copies thereof.

Commercial references

Unless expressly mentioned in the Quotation or notified to Yousign by any appropriate written method, the Client authorises Yousign to use its name, trademark and logo for commercial references in any form and on any medium, for the duration of the Services and for a period of three (3) years thereafter.

Applicable law and jurisdiction

These general conditions are subject to French law. They will be governed and interpreted in accordance with this law.

Any disputes which may arise concerning their validity, interpretation or performance will be subject to the exclusive jurisdiction of the courts of Caen (France) unless mandatory procedural rules require otherwise.