Terms of Use and Subscription

1. PURPOSE

The purpose of these Terms of Use and Subscription (hereinafter “TUS”) is to define (i) the terms of use and subscription to Yousign Services and (ii) the rights and obligations of each Party in relation to the Subscription.

2. DEFINITIONS

All terms written with a capital letter not defined in these TUS shall have the meaning given to them here.

3. SUBSCRIPTION 

3.1 The Electronic Signature Service is Yousign’s main service. Accordingly, the Subscriber acknowledges and accepts that any subscription to Additional Services requires an existing valid Subscription to the Electronic Signature Service.

3.2 The Subscriber acknowledges (i) that they have checked that the Services meet their needs and those of the Users; (ii) that they have received from Yousign all the information and advice they need to enter into the Contract on an informed basis; and (iii) that their consent to the TUS is not based on the availability of a future functionality of the Services or a new product development strategy. 

3.3 The Subscriber is invited to subscribe to the Services by following the subscription procedure on the Yousign Application or by signing a Quote. The Subscriber may order new Services and add Subscriptions and/or Electronic Signature Service at any time, either by following the subscription procedure on the Platform or by accepting a new Quote.

Any new User Account creation request, additional Subscription or additional Electronic Signature Service after the Effective Date is subject to the conditions set out in these TUS.

3.4 By subscribing to the Services, the Subscriber accepts these TUS and expressly waives all other general or special terms and conditions, including any general conditions of purchase. If there is a conflict between the terms of a Quote and the TUS, the terms of the TUS will prevail unless , if necessary at Yousign’s discretion, the Quote indicates special conditions; in this latter case, the particular conditions of the Quote will prevail over any contradictory conditions in these TUS. 

Online validation of the Subscription by the Subscriber and acceptance by the Users of these TUS or other contractual documents is confirmed by clicking on a check box, in particular when creating a User Account or prior to the Electronic Signature of a Document using the Services. The Subscriber and Users are informed and accept that their agreement with Yousign does not require a handwritten or electronic signature.

3.5 Yousign reserves the right to refuse a Subscription request on legitimate grounds.

3.6 A Subscriber undertakes, within the context of their Subscription, to:

• provide Yousign with all the information required for the provision of the Services, invoicing and payment and to update it if there are any changes. The Subscriber has sole responsibility for the consequences of any failure or delay in updating said information;
• allow access to the Platform only to identified Users authorised to access it and to inform Yousign as soon as possible in the event of any attempted third-party hacking of a User Account or Corporate Account;
• ensure that Users cooperate;
• ensure that Subscriber Data, User Data and Third-party Signatory Data communicated by the Subscriber and Users do not infringe the rights of third parties and that they are authorised to reproduce and/or disseminate them;
• maintain the Subscription to the Electronic Signature Service throughout the period of Subscription to the Additional Services.

4. USER ACCOUNTS

4.1 User Account creation

The Subscriber can either appoint a Proprietary User within their organisation, or take on the role themselves. Once this initial procedure has been completed, each User identified by the Subscriber receives a confirmation email containing a link through which they can manage their Credentials and open their account. 

Yousign informs the Subscriber that the use of the Services is subject to the online acceptance of the TUS by each User according to section 3.4 above.

The User undertakes, in relation to the creation and management of their account:

• to provide accurate and complete information on their identity; 
• not to create a false identity or steal the identity of another natural person or legal entity; 
• to update their data immediately if there are any changes;
• to keep their Credentials secret and not to disclose them in any way whatsoever. Any access to or use of the Services and transfer of data from a User Account will be deemed to have been carried out by the User concerned. Accordingly, the User must ensure that they disconnect fully from the Services at the end of each session, particularly when accessing the Services from a public computer.
• inform Yousign as soon as possible of any loss, misuse or unauthorised use of their Credentials, so that Yousign can reactivate their User Account.

4.2 Conditions of use of the Services

The User undertakes when using the Services: 

• to use and access the Services in accordance with the Contract and the Documentation;
• not to harm the performance of the Platform;
• not to access the Platform, Services or Documentation or use them for the purpose of:

(a) developing or operating services intended to be offered to third parties in competition with Yousign’s Services; or 

(b) allowing a direct competitor of Yousign to access them;

• to check that the IT system and Infrastructure necessary for the use of the Services comply with the technical requirements communicated to them. Each User has sole responsibility for their connection to the internet and the choice of internet browser compatible with the Platform. The acquisition, installation and maintenance of the Infrastructure resulting from their use are at the sole expense of the User; 
• to protect themselves from the risks of data loss or hacking, in particular by using regularly updated antivirus software; 
• to use the Services in accordance with the French legislation in force, in particular in terms of Personal Data protection, Intellectual Property protection and image rights. 
• not to use the Services in a way that is likely to harm Yousign’s reputation;
• to ensure that User Data and Third-party Signatory Data communicated by the User do not infringe the rights of third parties and that they are authorised to reproduce and/or disseminate them;
• to ensure that the content of the Documents (a) is not illegal or promotes illegal activities; (b) does not defame or contain threats or incitements to violence; (c) does not contain viruses, worms, malware, Trojan horses and/or any other content designed or intended to disrupt, damage and/or limit the operation of the Platform and/or damage or obtain unauthorised access to any data;
• verify by any means the identity of Third-party Signatories or any other third party who could have access to Documents or Public Forms, before allowing them access to the Services.

5. GUARANTEES 

Each User is responsible for: 

• the use they make of the Services, the level of Electronic Signature selected and the Audit Trails;
• the quality, relevance, accuracy and exhaustiveness of the User Data and/or Third-party Signatory Data they provide and the Documents they upload, complete or archive on the Platform; 
• the use and updating of User Data and/or Third-party Signatory Data they provide on the platform and the Documents uploaded, completed or archived on the Platform. 
• the Yousign API settings and personalisation options selected, in particular personalised marking of the signature fields in Documents, security and access settings in Documents or Public Forms, and the period of validity of access links to the Documents.

The Subscriber undertakes to protect Yousign and its representative from any claims or proceedings from any other User, Third-party Signatory, third party or public authority and to reimburse all expenses (including fees, costs and legal expenses) and interest associated with said claims or proceedings arising from the illegal, fraudulent or non-compliant use of the Services, the User Data and/or Third-party Signatory Data provided, breaches of Intellectual Property rights having taken place during the use of the Services and the Platform, the content stored or archived on the Platform, a setting or personalisation option selected and the use of a level of Electronic Signature.

The Subscriber shall assume full and entire responsibility for the consequences and/or damage associated with (i) the integration of a service or third-party software on the Platform not implemented by Yousign or (ii) developments carried out by the Subscriber or one of its representatives, in particular in relation to the provision of a Connector.

The Subscriber guarantees that Users will fulfil all the obligations incumbent on them pursuant to the TUS.

6. MAINTENANCE AND VERSIONS

Maintenance may be carried out by Yousign and its processors to keep the Services running smoothly. The Parties agree that they will use their best endeavours to minimise the duration and consequences of maintenance activities.

Signing up online on the Yousign Website will allow the Subscriber and/or any User to receive an alert about any maintenance resulting in a suspension of the Services. 

Yousign may amend the technical infrastructure of its Platform and implement updates as the technologies evolve, to improve the quality and/or functionality of the Services. Yousign will inform the Subscriber by all means available. Updates form an integral part of the Services and are subject to these TUS. 

The Subscriber and the User are informed and accept that the Platform and the Services may need to be amended if Yousign is obliged to comply with a statutory or regulatory obligation requiring it to amend the Platform or Services or to address an unforeseen and imminent threat (for example, in the event of fraud, malware, data breach, cybersecurity risks, etc.).

7. YOUSIGN OBLIGATIONS, RESPONSIBILITIES AND GUARANTEES

The Platform is a solution provided as a “SaaS” (Software as a Service), which the Subscriber and/or User expressly acknowledge and accept. It is therefore not intended to respond to any specific requirement of the latter. Yousign excludes any guarantee whatsoever, to the extent permitted in law. 

In its capacity as the publisher of a SaaS solution, Yousign’s main obligation is the provision of Services, thanks to technical resources that enable the proper operation and maintenance of said Services. As a technical intermediary, Yousign is bound by an obligation to use its best efforts in respect of the TUS. 

It is understood that in the event of non-fulfilment of an obligation in respect of the TUS, the non-defaulting party must take all actions or measures to minimise the impact of the harm that could result therefrom. In the absence of such measures, the non-defaulting party may only claim compensation for unavoidable harm. 

7.1 Provision of Services 

The Subscriber and/or the User acknowledge that the provision of the Services depends on the reliability, availability and continuity of third-party suppliers (telecommunications operators and the infrastructure that supports the public internet). 

Yousign cannot be held responsible for an interruption to the Services, bugs, errors, transmission failures or any other event outside its control, in particular as a result of third-party suppliers. 

7.2 Damage covered

The Subscriber and/or the User acknowledge and accept that Yousign may only be held liable for direct and foreseeable damage, subject to proof of a direct causal link between the damage observed and proof of a breach of contract. 

Any indirect and/or unforeseeable or consequential damage suffered by the Subscriber and/or the User and/or the Third-party Signatory is excluded, in particularly in the event of interruption to the Services, loss of clients, commercial disruption, damage to image and/or reputation, loss of and/or damage to data, a delay in the provision of the Services, and damage not resulting exclusively and directly from the non-performance of Yousign’s Services, even if Yousign has been informed of the possibility of such damage. 

Yousign is exempt from any liability in the event of negligence or non-compliant use of the Services in relation to the Documentation and/or the Contract by the Subscriber and/or User. Said exemption also applies to the content of Documents created and/or published by the Subscriber and/or User and/or Third-party Signatory. 

Yousign shall not under any circumstances be deemed a party to the Documents signed via the Platform and cannot be held liable in any way in the case of a dispute, regardless of the cause, between (a) a User and the Subscriber or (b) Signatories or (c) a Signatory and the Subscriber or (d) the Subscriber and a third party, not attributable to Yousign.

Any limitation of liability mentioned in these TUS shall not apply when it must be dismissed pursuant to the law and in particular, in the event of (i) death or serious injury; (ii) gross negligence; or (iii) malicious intent.

7.3 Yousign’s liability in the event of wrongdoing

​​Without prejudice to section 7.2, last sentence above, Yousign’s total liability for all complaints arising out of, deriving from, relating or subsequent to the performance of the Contract will not exceed the total Service Costs paid by the Subscriber for the Services concerned pursuant to the TUS, during the twelve (12) months prior to the event resulting in the claim.

This clause is a decisive condition of Yousign’s agreement. The Parties acknowledge that the price of the Services reflects the distribution of risks and relative economic weight of the parties.

8. PRICE – INVOICING – PAYMENT METHODS 

8.1 Price

The Subscriber undertakes to pay Yousign the Service Costs shown on the electronic invoices. The Service Costs are shown in euros, including tax. The effective rate of VAT is that of the Effective Date. Any change in the rate will be shown on the invoices. The Subscriber may not dispute the new rate or use it as a reason to terminate the Contract.

The Subscriber acknowledges that, unless otherwise stated in the Quote and confirmed by Yousign, any discount offered when taking out the Subscription will not be automatically renewed for the following Subscription period. 

8.2 Change of price

Yousign may change any or all of the Service Costs applicable to the Services. The Subscriber shall be informed by Yousign by any means, one (1) month before the effective date of the new Service Costs. Except for a monthly Subscription, the change will take place at the end of the period for which they have paid the Subscription.

The Subscriber is entitled to refuse said increase and, if it does, must terminate the Contract by sending a termination/non-renewal request for the Subscription by email to unsubscribe@yousign.com for the Service or Services affected without penalty, within fifteen (15) days from the date of receipt of said notification. The termination will take effect on the effective date of the new Service Costs.

8.3 Invoicing

The Subscriber undertakes to inform Yousign, prior to the signature of the Quote, of any specific requirements in connection with electronic invoicing and authorises Yousign to send it electronic invoices that it can view, copy or print directly from its user area where payment is made online.

The invoice is sent to the Subscriber electronically via the Proprietary User account where payment is made online and by email (i) monthly for monthly Subscriptions or (ii) annually for annual Subscriptions for eligible Subscribers. The invoice for any annual or multi-year Subscription will be issued during the first month’s Subscription of the annual period underway. 

In terms of access to the API, the Subscriber undertakes to monitor consumption of the number of Electronic Signatures by Users during the Subscription. If there is an overrun on the package ordered, the Subscriber will receive an additional invoice for signatures not included in the package, which they must pay in accordance with the TUS. 

8.4 Payment methods

The Subscriber registers its preferred payment method on the Platform when subscribing to the Services. This may be a bank card or SEPA Direct Debit mandate. The Services are payable by the Subscriber on the date shown on the invoice, by automatic direct debit for the remaining term. If the payment date falls on a weekend or public holiday, the payments will be processed on the next business day. 

The Subscriber acknowledges that, unless otherwise stated in the Quote and confirmed by Yousign, any payment method offered by Yousign when taking out the Subscription will not be automatically renewed for the following Subscription period. 

By subscribing to Yousign Services, the Subscriber authorises Yousign or its representative to invoice the Service Costs on a recurring basis (monthly or annually depending on the Subscription selected) using their preferred payment method. This authorisation will remain in place during the period of the initial Subscription and its subsequent renewals, until the Contract is terminated as defined in Article 16 of these TUS. 

If the payment method used for the Subscription expires, if the account information changes or if, for any reason, a debit is rejected, the Subscriber undertakes to update their account immediately by adding a valid payment method. 

Any invoice that has not been disputed within thirty (30) days of the issue date shall be deemed duly accepted by the Subscriber. The Subscriber cannot offset, deduct or withhold any sums due to Yousign under these TUS. 

8.5 Payment incidents

In the event of late payment, and without prejudice to the other rights and remedies available to Yousign, interest will be charged automatically on debts that remain unpaid on the day following the due date at a rate equal to three (3) times the French statutory interest rate, per month of delay, without the need for a reminder. 

In accordance with Article L.441-10 of the French Commercial Code, a fixed sum of forty (40) euros is automatically payable by the Subscriber as fixed compensation for recovery costs in the event of late payment.

Yousign may, on the basis of supporting documents, claim additional compensation for recovery costs in excess of the fixed sum. 

In accordance with the terms of Article 15, any payment incident shall result in the suspension of the Subscription and access rights to the Services for the Subscriber and Users affected by said incident.

8.6 Complaints

Any request relating to invoicing or payment methods should be sent in the first place to invoice@yousign.com.

In the event of a complaint by the Subscriber, Yousign will deal with the request as soon as possible to reach an amicable solution. The Subscriber will remain liable, under the terms of the TUS, for the uncontested amount of the disputed invoice.

9. SPECIAL TERMS AND CONDITIONS FOR THE ELECTRONIC SIGNATURE SERVICE AND ELECTRONIC TIME STAMP

9.1 Certification policy: Yousign is qualified by the French National Cybersecurity Agency (ANSSI) as a service provider authorised to deliver trust services as defined in the eIDAS Regulation. Accordingly, Yousign is included in the Trusted List produced by France for the European Commission.

Yousign is certified to deliver Electronic Signature Certificates in accordance with the standards described here. The technical documentation is available here.

9.2 Electronic Signature: The Electronic Signature Service enables a Document to be signed by the parties concerned by said Document. Yousign offers several levels of Electronic Signature within the meaning of the eIDAS Regulation. The process of implementing Electronic Signatures is described in the Certification Policies.

Some Documents may be excluded from the scope of Electronic Signatures or be subject to specific regulations. Yousign has no obligation or responsibility for determining whether a Document (i) is exempt from the obligations set out in the laws applicable to Electronic Signatures, (ii) is subject to a specific regulation or (iii) can be legally signed by electronic means. All content provided by Yousign concerning the appropriateness of a level of Electronic Signature for a particular situation is provided for purely informational purposes and may not be interpreted as legal advice under any circumstances. 

9.3 Audit Trail: Electronic Signatures may, as the case may be, result in the production of one or more Audit Trails. 

Audit Trails are archived by Yousign for ten (10) years from the Electronic Signature process. The User may ask Yousign to return their Audit Trails. This will be done on the basis of the Yousign price list. 

The Certification Policies and Audit Trails may be used by the Subscriber in the case of a dispute involving an Electronic Signature.

9.4 Electronic Time Stamp: Time stamps are electronic time stamps within the meaning of the eIDAS Regulation. These (i) connect the date and time to time-stamped data so as to reasonably exclude the possibility of their being modified undetectably; (ii) are based on an accurate clock linked to Coordinated Universal Time; (iii) are signed or sealed using an Electronic Signature or Electronic Seal.

9.5 Document Management: Any Document uploaded to the Platform for the purpose of Electronic Signature is kept, within the authorised usage limit, in the Corporate Account and the User Account used to instigate the signature process during the Subscription period. The Subscriber acknowledges that Yousign may be required to implement and apply limits to the use of capacity or the retention period for Documents if these become a constraint for Yousign. Yousign undertakes to inform the Subscriber by any means, one (1) month before these limits are implemented. 

The User, the Proprietary User or the Administrator User may recover and store Documents for archiving outside the Platform during the Subscription period. 

The User acknowledges that Yousign is not required to determine the retention period for Documents required by the applicable laws. 

10. SPECIAL TERMS AND CONDITIONS FOR THE DOCUMENT ARCHIVING SERVICE

The Archiving Service allows, as the case may be, the User to archive signed Documents on the Platform for a period of ten (10) years from the Electronic Signature process. 

Yousign undertakes to provide the Archiving Service in accordance with current standards in relation to electronic archiving, including but not limited to standards NF Z42-013 and NF Z42-026. 

An Administrator User may ask Yousign to return their Archived Documents. This will be done on the basis of the Yousign price list.

The User declares and acknowledges that they have sole responsibility for determining the archiving period according to their needs and circumstances. All content provided by Yousign concerning the appropriateness of an archiving period for a particular situation is provided for purely informational purposes and may not be interpreted as legal advice under any circumstances. 

11. INTELLECTUAL PROPERTY

Yousign has all the necessary rights for implementing these TUS, including but not limited to the Intellectual Property rights to the Platform, Services and trademarks it owns.

Neither the existence of the Contract nor its performance may be interpreted as an assignment of Intellectual Property rights.

11.1 Granted rights:

Subject to section 11.2 (second paragraph) below, Yousign grants the Subscriber and/or the User a personal, non-exclusive, non-transferable, revocable and non-assignable right of use for the term of the Contract to: 

• the Platform, applications and Documentation about the Services;
• Yousign’s trademarks and/or logos. 

Any third-party software integrated into the Platform is governed by the licence conditions applicable to said software.

11.2 Limits

The Subscriber and/or the User undertake not to: 

• reproduce, either temporarily or permanently, correct, extract, modify, translate into any natural or computer languages, reuse, arrange, adapt, decompile, decrypt or disassemble the source code or components of the Platform and/or the Services or to merge them into other software or to create derivative works based on the Platform, regardless of the means or medium thereof; 
• grant any licence or sub-licence, sell or resell, lease, lend, distribute, transfer, operate in part-time or provide access on a commercial basis to the Services and/or the Platform and/or the Yousign Documentation;
• carry out hacking tests or vulnerability scans, or cause a denial of service on the Platform and/or the Services.

The Yousign’s trademarks and/or logos may be reproduced and disseminated by the Subscriber and/or the User within their organisation subject to compliance with Yousign’s instructions and style guide. The Subscriber and/or User shall refrain from any advertising or promotional use for its services or those of a third party. 

The Subscriber and/or User acknowledge that any breach of the provisions of this article 11 constitutes a counterfeit punishable under civil and/or criminal law.

12. TERM

Unless otherwise specified in the Quote: 

• The Contract is entered into force for an indefinite period starting on the Effective Date, unless terminated by the Parties according to article 16 below;
• Yousign Services are supplied for a period of (i) one (1) month for monthly Subscription or (ii) one (1) year for annual Subscription starting on the Effective Date;
• Yousign Services are automatically renewed on a monthly basis for monthly Subscriptions and on a yearly basis for annual or multi-year Subscriptions, unless terminated by the Parties according to article 16 below.

13. PERSONAL DATA PROTECTION

By subscribing to and using the Services, the Subscriber and/or User undertake to familiarise themselves with and acknowledge acceptance of the Data Processing Agreement describing the roles and responsibilities of the Subscriber and/or User and Yousign. The Yousign Privacy Policy containing all the information regarding the Processing carried out by Yousign as the Controller is available on its Website.

14. CONFIDENTIALITY

The Parties undertake to disclose Confidential Information only to those employees, representatives or processors who need to know it in relation to the performance of the Contract and who are bound by a non-disclosure agreement offering an equivalent level of protection to their own Confidential Information.

The Parties mutually guarantee compliance with the obligations in this article by people who have or may have knowledge of the Confidential Information.

The Parties undertake not to communicate or disclose the Confidential Information to third parties, unless otherwise stipulated in the Contract or where disclosure is required under the law by a competent authority.

The commitment set out in this article shall take retroactive effect from the start of the negotiation period between the Parties and shall end five (5) years after the Contract ends for any reason whatsoever, being understood that where the Confidential Information can be considered as a trade-secret of one Party as defined under article 2 of the Directive (EU) 943/2016, the other Party shall keep them secret until they cease to be trade-secret according to the Directive above.

15. SUSPENSION

15.1 Suspension with notice

Yousign may, as of right, suspend or limit the Subscriber’s and/or the User’s access to all or part of the Services by a notice to remedy notified by any means that has failed to produce a response within seven (7) calendar days in the event of a: 

• Breach of the Contract or the applicable laws and regulations by the Subscriber and/or the User; or
• Payment incident. 

The notification sent by Yousign will set out the reasons for its decision on the date on which it takes effect and will be maintained until the situation is remedied by the Subscriber and/or User or until, according to section 15.3 below, the Contract is terminated by Yousign. 

15.2 Suspension without notice

Yousign may suspend or limit access to all or part of the Services in the event of action, inaction or negligence by the Subscriber or any User likely to (i) harm Yousign’s image or reputation, (ii) create a risk for Yousign or (iii) constitute a threat to the security of the Platform. 

The notification sent by Yousign will set out the reasons for its decision on the date on which it takes effect and will be maintained until the situation is remedied by the Subscriber and/or User or until, according to section 15.3 below, the Contract is terminated. 

15.3 Consequence of Suspension

The period of suspension shall apply to all the Services subscribed to by the Subscriber, which shall remain under an obligation to pay the Service Costs. The period of suspension shall entail limited access to the Documents.

The end of the Suspension will be determined unilaterally by Yousign, in particular through the termination of the Contract.

16. TERMINATION

16.1 Termination by the Subscriber

The Subscriber may terminate part of the Services or the whole of the Contract at any time and without compensation by sending an email to unsubscribe@yousign.com. 

The Subscriber must comply with the following notice periods: 

• Seven (7) days before the end of the current period for a monthly Subscription; 
• Thirty (30) days before the end of the current period for an annual or multi-year Subscription.

The Subscriber is informed that any payment made in respect of the Services will be retained by Yousign and that any period that has already begun will remain payable. No pro rata reimbursement may be requested on the grounds of termination of the Contract for any reason whatsoever.

Given the nature of the Services provided by Yousign, the Subscriber and/or the User are informed that the termination of the Electronic Signature Service entails the automatic termination of the Additional Services.

16.2 Termination by Yousign 

16.2.1 No-fault termination

Yousign may, at any time, without having to provide a reason and without compensation, terminate part of the Services or the whole of the Contract by sending a written notification by any means, including in the case of (i) a law or regulation requiring the termination of all the Services, (ii) the exercise of a right of termination for a pressing reason provided for in national law. 

In this case, Yousign will make its best efforts to comply with the following notice periods: 

• Seven (7) days before the end of the current period for a monthly Subscription; 
• Three (3) months before the end of the current period for an annual Subscription;
• Six (6) months before the end of the current period for a multi-year Subscription.

In the case of an annual or multi-year Subscription, the Subscriber will be reimbursed pro rata for the unused part of the Subscription.

16.2.2 Termination for breach

Yousign may, without compensation or reimbursement for the Subscriber, by sending a notification by any means, terminate part of the Services or the whole of the Contract in the event of: 

• Breach of the Contract or the applicable laws and regulations by the Subscriber and/or the User; 
• Payment incident; or
• Action, inaction or negligence likely to (i) harm Yousign’s image or reputation, (ii) create a legal risk for Yousign or (iii) constitute a threat to the security of the Platform. 

In the absence of remedial action by the Subscriber and/or User, Yousign may terminate the Contract by any means within thirty (30) days from the date of notification of suspension of access to the Services. 

Yousign is not required to comply with the notice period indicated above or indicate the reason for termination in the case of (i) a law or regulation requiring the termination of all the Services, (ii) the exercise of a right of termination for a pressing reason provided for in national law or (iii) repeated breaches of the Contract by the Subscriber and/or User. 

16.3 Effect of termination

The Subscriber’s and Users’ access to the Platform, Services and Documents will be withdrawn on the effective date of termination. 

16.4 Insolvency proceedings

The Parties shall terminate the Contract in the case of the Cessation of Trading of either Party, on the understanding that the Party concerned will notify the other Party by registered letter with confirmation of receipt via the administrator. The termination shall take effect in the absence of a response within thirty (30) calendar days from the date of sending. 

17. ASSIGNMENT OF THE CONTRACT

Either Party is entitled to assign, transfer or contribute the rights and obligations arising under the Contract to a third party in any form whatsoever, subject to notifying the other Party one (1) month before the assignment. 

18. INSURANCE

Each Party attests that it has taken out professional liability insurance with an insurance company widely known to be solvent, covering physical damage, intangible harm and bodily injury, likely to be caused directly or indirectly to the other Party and/or to third parties, and all risks related to its activities, and to maintain the policy throughout the term of the Contract.

19. FORCE MAJEURE

Neither Party shall be liable in respect of the other in the event of non-performance of its contractual obligations, where it is prevented by a case of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.

In the event of force majeure, the Party affected must notify the other Party in writing of the occurrence of such an event within a maximum of seven (7) calendar days. The obligations of the Party affected shall be suspended from the point of notification. The Party affected must use its best endeavours to minimise the consequences of the event. 

Once the incident of force majeure is over, the obligations suspended shall resume for the period remaining on the date of the suspension. 

Nonetheless, if the case of force majeure continues for more than thirty (30) consecutive days, either of the Parties may terminate the Contract as of right, by registered letter with confirmation of receipt. It is agreed that, since compliance with obligations intended to survive beyond the Contract is required, neither Party may demand any compensation from the other whatsoever.

20. MISCELLANEOUS

20.1 Rights and permissions, independence and professional activities: each of the Parties warrants that it has the necessary skills, authority, rights and permissions to enter into the Contract and fulfil the obligations contained therein. The Parties are independent co-contractors. The Contract does not create any employee/employer relationship, partnership, franchise or joint venture between the Parties. Moreover, the Subscriber acknowledges that they are subscribing to the Services in the context of their professional activities and that as a consequence, the contractual relationship is governed by the French Commercial Code. The Subscriber acknowledges that they are not classed as a non-professional or consumer entitling them to benefit from the provisions of the French Consumer Code. Moreover, the Subscriber warrants that each User acts in the context of its professional activities.

20.2 Amendment: Yousign reserves the right to amend the Contract at any time, in particular to take account of changes to the Services or to statutory and/or regulatory changes, subject to a notice period of thirty (30) days from the notification of the change. 

Where Yousign is obliged to comply with a statutory or regulatory obligation requiring it to amend the Contract and is unable to comply with the notice period or where Yousign, on an exceptional basis, must amend the Contract to address an unforeseen and imminent threat (for example, in the event of fraud, malware, data breach, cybersecurity risks, etc.), the Parties agree that the notice period shall not apply.

The Subscriber and/or User acknowledge and accept that the valid version of the Yousign TUS are those available online when they access the Services and each time they use them.

20.3 Agreement on evidence: Unless otherwise stipulated in the Contract, electronic records kept in the IT systems of each Party will be accepted as evidence of the communications between them, on condition that the Party from which they came can be identified and that they were produced and maintained in conditions that guarantee their integrity. The Parties acknowledge that any document signed electronically is valid evidence of the content of said document, the identity of the signatory and their consent to the obligations and consequences, both in fact and in law, arising from said electronically signed document. The termination of the Contract shall not affect the evidential value of documents that were electronically signed before the date of the termination. The Subscriber and/or the User expressly accept that the data collected on the Platform constitute valid evidence of the reality of the transactions completed under the Contract, notably for calculating the sums due to Yousign.

20.4 Waiver and partial nullity: The fact of not invoking one or more of the stipulations of the TUS cannot under any circumstances imply an abandonment of the right to invoke it subsequently. Moreover, should any of the stipulations of the TUS prove inapplicable, the Parties will remain bound by the other clauses of the TUS and will use their best endeavours to replace said stipulations in accordance with the spirit of the initial drawing up of the Contract.

20.5 Minimum recommended configuration: The Subscriber and/or User undertakes to keep their Infrastructure up to date in order to make optimal use of the Services and the Platform, the minimum configuration for which can be found here. Said configuration may change for technical and security reasons and the Subscriber and/or User will be informed. 

20.6 Beta version: Yousign may, in the context of creating or improving the Services, offer Users the opportunity to test new Services in beta mode for evaluation purposes. The User accepts these Services “as is”, with no guarantee of any kind. Yousign cannot be held responsible for problems encountered when Users use the Services in beta mode. The testing may be interrupted at any time and Yousign may, if necessary, delete all the data collected without incurring any liability.

20.7 Free trial: The free trial period for the Services is subject to the terms of the Contract and lasts for the period of time indicated on the Website for each Service. The User is informed that the trial period does not include all the functionalities of the Yousign Services. 

20.8 Technical support, complaints handling and assistance: Yousign provides the Subscriber and Users with a Help Center where they can access Yousign’s FAQs and complete a contact form.

20.9 Preventing fraud and corruption: Each Party undertakes (i) not to engage in fraud or corruption of any kind whatsoever in relation to the performance of the Contract; (ii) to take all reasonable steps to ensure that its directors, employees or third parties under its authority comply with this obligation; (iii) to inform the other Party immediately of any conflict of interests or event that could result in it obtaining an undue advantage in its relationship with Yousign.

20.10 Interpretation: Words in the singular include the plural and vice versa. Any reference to a standard, regulation, code or any other document includes any amendment or update to the aforementioned documents. Any reference to a sum of money is understood as being denominated in euros (€). 

20.11 The following articles shall remain in effect between the Parties on termination of the Contract: Price – invoicing – payment methods; Intellectual property; Consequences of termination; Confidentiality; Yousign’s liability; Amicable settlement – applicable law and assignment of jurisdiction.

20.12 If a Subscriber or User expresses an opinion or makes a comment about the Services or the Platform, the Subscriber and/or User concerned hereby agree to grant to Yousign a worldwide, non-exclusive, perpetual, irrevocable, sub-licensable to use, store, transfer, display, perform, reproduce such opinions and comments free of charge. 

20.13 References: Yousign may, throughout the term of the Contract and for three (3) years after it ends, use the Subscriber’s trademark and logo free of charge, on any medium of its choice and for any promotional campaign or as a commercial reference, subject to (i) compliance with any style guide that may be associated with said logo previously supplied by the Subscriber, (ii) prior notification by any means. The Subscriber may request the removal of such references within a reasonable time scale at any time.

21. AMICABLE SETTLEMENT – APPLICABLE LAW AND JURISDICTION

These Terms of Use and Subscription are subject to French law. 

The Parties shall strive to settle any disputes regarding the validity, interpretation, performance or non-performance, suspension or termination of the Contract amicably and in good faith, prior to any legal proceedings, and to share their points of view with each other by registered letter with confirmation of receipt, setting out the difficulties encountered and the requests they are making as a result. 

The Parties undertake to do their utmost to reach an amicable agreement within sixty (60) days from the notification mentioned above. 

No legal proceedings shall be admissible until the amicable settlement procedure for disputes outlined above has been completed, except to protect the Parties’ right of action or to avoid imminent harm.

If the Parties are unable to reach an amicable settlement, any difficulties regarding the Contract shall be referred to the competent courts within the exclusive jurisdiction of the Paris Court of Appeal. Said assignment of jurisdiction shall also apply in the case of urgent proceedings, multiple defendants or third-party claims.

We have updated our Terms and Conditions ("Terms"). Below, for your information only, is a summary of the changes that have been made to the new Terms. We encourage you to read the new Terms in their entirety.

General updates

• We have consolidated all legal documentation into a single online page to ensure a better user experience and improve its readability.
• We have implemented a versioning of the Terms to allow you to see the different versions of the legal documentation.
• We have put the definitions in a separate document to improve readability.

Updates to the Terms of Use and Subscription

• We have adapted our Terms of Subscription and Use to our new services and features.
• We have clarified the clauses relating to billing and payment conditions to make billing and payment easier.
• We have clarified the conditions for the applicability of Yousign's disclaimers and limitations of liability.
• We have updated the conditions for the use of trade references by adding an obligation for Yousign to notify the Subscriber in case of use. 
• We have updated the suspension and termination clause, in particular by introducing a new time scale that clarifies the obligations of the parties and makes the process more fluid.
• We have clarified the obligations applicable to the Subscriber and Yousign in pre-contractual matters and during the performance of the Contract, as well as the resulting liability.
• We have clarified the provisions concerning the use of electronic signature levels and evidence files, the maintenance of the technical infrastructure and the implementation and configuration choices of the Yousign Platform, as well as the resulting liability.
• We have clarified the consequences applicable in the event of non-performance by one of the parties of their obligations under the Contract.
• We have added a clause allowing either party to transfer the Agreement.
• We have clarified the conditions of applicability of the force majeure clause.
• We have made a prior amicable resolution mandatory before either party can take a judicial action. 
• We have moved the competent jurisdiction from Caen to Paris, which is a more expert jurisdiction in the law of new technologies.
• We have clarified how Yousign can update the Terms.

Set up of a separate Data Processing Agreement

• We have extracted the data protection clause previously contained in the text of the Terms and made it a separate Data Processing Agreement. The Data Processing Agreement is attached to and forms an integral part of the Terms. By bringing together the data protection provisions in a separate document, we enable you to better meet your obligations as a Data Controller.
• We have clarified Yousign's position as a Data Processor.
• We have specified the obligations of the Data Controller regarding the lawfulness of the Processing and the use of the Platform.
• We have detailed the security measures for better transparency.
• We have included the list of subprocessors on a separate page accessible to anyone.
• We have set a maximum of 30 days to object to the appointment of a new subprocessor. 
• We have updated the notification requirements in the event of a Personal Data breach. 
• We have updated the conditions for implementing an audit of the Services.
• We have changed the applicable law in favour of the Subscriber. The Data Processing Agreement is governed by the national law applicable to the Data Controller.

Questions

Do you have questions about the changes to our new Terms? Please ask them via the form available here.