General Terms and Conditions
For third-party users
1. Validity
(1) These Terms of Use ("Third Party User Terms") apply to all offers and services of Paperless GmbH, Große Friedberger Straße 13-17, D-60313 Frankfurt am Main ("Paperless") in connection with the "Third Party User Services" described in detail under § 3.
(2) The Third Party User GTC shall become an integral part of all contracts for Third Party User services that Paperless concludes with natural persons or legal entities under private law, legal entities under public law or special funds under public law ("Third Party Users"). They shall also apply to all future services or offers of Paperless, even if they are not separately agreed again.
(3) Terms and conditions of the third party user or third parties shall not apply, even if Paperless does not separately object to their validity. Paperless' reference to texts in which such terms and conditions are contained or mentioned does not constitute an agreement with their validity.
(4) Paperless may notify the Third Party User of changes to the Third Party User GTC by simple letter, e-mail, De-Mail or fax. If no written objection is received by Paperless within one month of receipt of the notification, the changes shall be deemed accepted. Paperless will make special reference to this consequence.
2. Further terms
(1) Hosting service: The logically separated storage space partition in the paperless cloud for storing third-party user data.
(2) Third-party user data: All data transmitted by the third-party user to the paperless cloud.
(3) Paperless Cloud: The decentralized server network connected to the public Internet and operated by Paperless and/or third parties.
(4) Paperless Customer: Any person other than the Third Party User who has entered into a contract with Paperless for the use of Paperless Services in accordance with the Paperless Customer T&Cs.
(5) Paperless Software: All computer programs, databases, databases (excluding Third Party User Data) and other software that Paperless provides to the Third Party User for the use of the Third Party User Services.
(6) Signature service: The web-based service offered by Paperless for creating, editing, signing and sending electronic documents.
(7) Transaction: exchange, modification and/or signature of an electronic document provided to the Third Party User by a Paperless Customer via the Signature Service.
(8) Access data: The data (e.g. hyperlinks, passwords) provided to the Third Party User to allow access to Third Party User Services (in particular electronic documents provided to Third Party Users).
3. Third-party user services
(1) Paperless provides third party users with a range of benefits and services. These include the sending of a hyperlink to a form or document by email, the ability to fill out and electronically sign a form or document and other related services.
(2) The provision of Third Party User Services by Paperless to Third Party Users is free of charge and on a voluntary basis. The Third Party User does not acquire any right to demand the provision of the Third Party User Services by Paperless either through their provision or use.
(3) The contract for the provision of the Paperless Services is concluded when the Third Party User accepts the validity of the Third Party User T&Cs provided and linked via https://paperless.io/ by clicking on the confirmation and transmission fields.
(4) The Third Party User Services will be provided as soon as Paperless has provided the Third Party User with the access data (usually this is a secret hyperlink with a secure access token).
(5) The Third Party User shall inform himself about the essential characteristics of the Third Party User Services; in case of questions or doubts, the Third Party User shall seek expert advice. These and other consulting services are not provided by Paperless.
(6) The use of third-party user services is only possible after providing certain personal data (e.g. name and e-mail address); further information on this can be found in the Paperless data protection information for third-party users.
4. Offsetting, retention
(1) The Third Party User may only offset against payment claims of Paperless with claims that have been legally established or recognized by Paperless.
(2) Rights of retention of the third party user against Paperless are excluded, unless they result from the same contractual relationship.
(3) The Third Party User may only transfer rights and obligations arising from or in connection with a contract with Paperless to third parties with the written consent of Paperless; this does not apply to the assignment of monetary claims.
5. Use of the paperless software
(1) Paperless grants the Third Party User a non-exclusive, non-transferable and non-sublicensable right, limited to the Federal Republic of Germany and revocable at any time, to use the Paperless Software in accordance with the following provisions of this § 8, in each case solely for the purpose of carrying out the respective transaction with a Paperless Customer.
(2) The right to use the Paperless Software arises (subject to a condition precedent) as soon as Paperless has provided the Third Party User with the access data (subject to a condition subsequent); it ends upon receipt of a corresponding revocation declaration by the Third Party User, but at the latest upon termination of the provision of the Third Party User Services by Paperless.
(3) The Third Party User is entitled to reproduce the Paperless Software insofar as this is necessary for its contractual use. The use takes place exclusively by loading and running the Paperless Software into or in the main memory of the Third Party User's end device.
(4) The Third Party User is prohibited from (i) providing the Paperless Software to unauthorized third parties for use (e.g. renting or lending the access data), (ii) publicly reproducing it or (iii) making it publicly accessible.
(5) The third party user is prohibited from decompiling the paperless software, unless this is permitted in accordance with Section 69e (1) UrhG (to establish its interoperability with other computer programs of the third party user).
6. Use of the hosting service
(1) The Third Party User undertakes (i) not to transmit any data to the Paperless Cloud whose publication, use or other processing violates applicable law, official requirements or the rights of third parties and (ii) to check all data that the Third Party User wishes to transmit to the Paperless Cloud for harmful components before transmission using a state-of-the-art virus protection program and not to transmit infected or damaged data to the Paperless Cloud.
(2) Insofar as the Third-Party User Data represent works protected by copyright and/or related rights or contain copies of such works, the Third-Party User hereby grants its consent and, insofar as third parties are entitled to corresponding exploitation rights, guarantees their consent in each case to any exploitation of this data that is necessary for the provision of the Third-Party User Services.
(3) The third-party user is not entitled to allow third parties to use the storage space made available to him as part of the hosting service (e.g. renting or lending the access data).
(4) Paperless is entitled to block or delete at any time if there is reasonable suspicion that third party user data stored by Paperless is unlawful and/or infringes the rights of third parties. A reasonable suspicion exists in particular if courts, authorities and/or other third parties inform Paperless of the illegality. Paperless shall immediately notify the third party user of the block and the reason for it. The block must be lifted as soon as the suspicion is invalidated.
7 Warranty & Liability
(1) The agreed quality of the Third Party User Services results exclusively from these Third Party User GTC. Paperless makes no warranties or representations as to the suitability of the Third Party User Services for any particular use intended by the Third Party User.
(2) In the event of breaches of duty in connection with the provision of third-party user services, Paperless shall only be responsible for intent and gross negligence, unless otherwise stated in Section 7 (3).
(3) Insofar as the Third Party User was aware of a defect in the Third Party User Services at the time of conclusion of the contract, warranty claims due to this defect are excluded. In the event of a defect unknown to the third party user at the time of conclusion of the contract, Paperless shall not be liable for damages incurred by the third party user as a result of this defect; this shall not apply if Paperless has fraudulently concealed this defect.
(4) Paperless is not liable for damage to or loss of third-party user data, including any consequential damages, insofar as (i) these are based on the failure of the third-party user to make regular backup copies of this data and (ii) the recovery of the damaged or lost data from proper backup copies would have been possible with reasonable effort.
(5) § 7 (2), (3) and (4) shall apply accordingly to the personal liability of the organs, legal representatives, employees and other vicarious agents of Paperless.
8. Termination
(1) Without prejudice to Paperless' statutory termination rights, the provision of the Third Party User Services shall end as soon as the underlying transaction is completed or canceled.
(2) At the end of the provision, Paperless shall make the Third Party User Data available for download in a permanently readable and printable file format for a period of 30 days.
(3) If documentation, materials or other documents have been provided to the Third Party User by Paperless in connection with the Third Party User Services, the Third Party User is obliged to delete or destroy these documents at the end of the provision.
9. IT & Data security
(1) Paperless carries out data backups exclusively in its own operational interest. It is the responsibility of the Third Party User to secure the Third Party User Data against loss or damage as required. Paperless points out that failures and malfunctions of the technology used to provide Third Party User Services may occur even if all necessary care is taken and may lead to loss and/or damage to Third Party User Data.
(2) The third-party user undertakes to take technical and organizational measures to ensure the appropriate confidentiality of the access data in its possession, in particular to keep it secret from unauthorized persons.
10. Data protection
(1) Paperless processes Third Party User Data and other personal data transmitted by the Third Party User to the Hosting Service as a processor (within the meaning of Art. 4 No. 8 of Regulation EU/2016/679) of the Paperless customer who invites the Third Party User to participate in a transaction (and is named as such in the invitation email sent to the Third Party User).
(2) Information on the circumstances of the processing of personal data by Paperless customers is provided by the respective Paperless customer.
11. Other
(1) Unless these Third Party User T&Cs expressly provide otherwise, inquiries, notices, notifications and other communications to be made to Paperless shall be sent by e-mail to support@paperless.io. Paperless remains entitled to change this contact at any time by written declaration to the Third Party User; the change shall take effect seven (7) calendar days after receipt of the declaration by the Third Party User.
(2) The relationship between Paperless and the Third Party User shall be governed exclusively by the substantive law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply.
(3) The place of performance and fulfillment for all obligations arising from the contractual relationship between Paperless and the Third Party User is the registered office of Paperless Frankfurt am Main (Germany).
(4) If the Third Party User is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the business relationship between Paperless and the Third Party User shall be Frankfurt am Main (Germany) or the registered office of the Third Party User, at Paperless' discretion. Frankfurt am Main (Germany) shall be the exclusive place of jurisdiction for actions brought by the Third Party User against Paperless. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
(5) The parties are aware that the Paperless Software (including any updates) may be subject to export and import restrictions. In particular, there may be authorization requirements or restrictions on use abroad. The Third Party User shall comply with the applicable export and import control regulations (in particular those of the Federal Republic of Germany and the European Union). The provision of third-party user services is subject to the proviso that this does not conflict with the provisions of export and import law or other applicable laws.
(6) The Third Party User GTC fully reflect all agreements between the Third Party User and Paperless on the subject matter of the contract. Oral commitments made by Paperless prior to the conclusion of the contract are not legally binding and oral agreements are replaced by the provisions of these Third Party User GTC, unless it is expressly stated in each case that they continue to be binding.
(7) Additions and amendments to the agreements made, including these Third Party User T&Cs, must be made in writing. Unless otherwise expressly stipulated in the Third Party User T&Cs, telecommunication transmission by fax or e-mail shall suffice to comply with the written form requirement, provided that a copy of the signed declaration is transmitted in each case.
(8) Insofar as the contractual agreements between Paperless and the Third Party User contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which both parties would have agreed to according to the purpose and economic objectives of their agreements if they had been aware of the loophole.
