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CONDICIONES GENERALES DE FIRMA DIGITAL (Add-On)

_Última actualización el 21 de marzo 2022_

(Hereinafter the “Terms and Conditions”)
Between PayFit Recursos Humanos SL, a limited company, registered at the Trade Register of Barcelona under number B67154237, having its registered office at Avenida Josep Tarradellas, 38, 9ª planta, 08029 Barcelona, Spain, represented by Thomas Jeanjean, CEO, (hereinafter referred to as “PayFit”) and Customer, hereinafter referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS

PayFit commercializes a payroll and HRIS management software (hereinafter the "Software") that Customer uses in accordance with the terms and conditions set forth in the Subscription Agreement (hereinafter the “Agreement”).
PayFit has integrated into the Software an add-on enabling Customer to sign and have signed by its employees, with an advanced electronic signature provided by Signaturit, PayFit Document contained in the section “Document” of the Software (hereinafter the “Add-on”).
Customer is willing to use the Add-on under the Terms and Conditions set forth herein.
PayFit is willing deliver the Service (as defined under Article 1) to Customer so as to enable Customer to sign and have signed by its employees any PayFit Documents at the cost specified on the Subscription Page

IT IS HEREINAFTER AGREED AS FOLLOW

ARTICLE 1 - DEFINITIONS

Agreement: refers to the agreement signed between PayFit and Customer under which Customer is granted a right to use the Software.
Customer Personal Data: refers to the personal data used by Customer and its signatory to sign a PayFit Document and as further detailed under article 14.
PayFit Documents: refers to documents and contracts available on Customer’s administrative account under the section “Document”, that are in strict relation with the purpose of the Software (i.e., payroll and employee managment)and that Customer can sign and have signed via the electronic signature.
Software: refers to the payroll and HRIS management software developed by PayFit and to which Customer has access pursuant to the Agreement.
Service: service delivered by PayFit and consisting in making available to Customer the add-on on Customer’s administrative account on the Software.
Signaturit: refers to the provider of the electronic signature solution through which Customer will sign with an Advanced Electronic Signature.
Signaturit Credits: refers to the credits spent by Customer each time Customer sends a PayFit Document for signature with a credit corresponding to a sending, regardless of the number of signatories.
Subscription Page: refers to PayFit’s page of subscription to which Customer is redirected when willing to subscribe to the Add-on.
Signaturit Terms and Conditions: the terms and conditions in force at the time Customer sends some Payfit Document to electronic signature and as attached in appendix 1.

ARTICLE 2 – ACCEPTANCE AND MODIFICATION OF THE GENERAL TERMS AND CONDITIONS

By subscribing to the Add-on, Customer is considered having accepted these Terms and Conditions as well as Signaturit Terms and Conditions, attached in Annexe 1.
PayFit reserves the right to unilaterally modify these Terms and Conditions. Those modifications will be binding upon the Customer after having been published by any means whatsoever. Any substantial modification of the general conditions will be communicated to the Customer within a period of thirty (30) calendar days before they take effect. In case of refusal of the amended version of the Terms and Conditions, Customer remains free to terminate the Service under the conditions set forth herein.
Customer is also responsible to regularly consult Signaturit website (https://meet.signaturit.com/en/terms-and-conditions/) to acknowledge any potential amendment made by Signaturit to its terms and conditions.

ARTICLE 3 - OBJECT

The object of these Terms and Conditions is to define the roles and obligations of each Party with regard to the commercialization by PayFit, and the use by Customer of the Add-on, in accordance with the price and duration agreed by the Parties.
These Terms and Conditions are specific to the Add-on and shall apply along with the terms of the Agreement. In case of any contradiction, these Terms and Conditions shall prevail only to the extent applicable to the Add-on.

ARTICLE 4 - SUBSCRIPTION TO THE ADD-ON

1. Legal requirements prior to the subscription: Customer undertakes that the person subscribing to the Add-on on its behalf is of legal age and has legal authority and the necessary powers to engage Customer in the subscription of the Add-on. Consequently, PayFit shall act as though any demand it receives to subscribe to the Add-on is in capacity of engaging Customer in such subscription. For sake of clarity, the Add-on is solely available for an existing PayFit Customer i.e., Customer who has previously entered into an Agreement with PayFit giving it access to the Software.
2. Subscription steps: Customer shall subscribe to the Add-on from its PayFit administrative account by following one on these steps:
(i) under the section “Document” and clicking on “Signature” (ii) under section “Invoices”, “Plan and Add-on”, “Signature” (iii) in any document folder, by clicking on the tab “Sign electronically”
Customer is then redirected to a description page and will be redirected to the Subscription Page by clicking on “Activita the Digital Signature” button. The Subscription Page provides Customer with a description of the Add-on and the final price Customer is due to pay, taking into account its number of employees.
Customer will also have access to these Terms and Conditions and will be in capacity to download, read and verify their content before clicking on a box to express its consent to these Terms and Conditions and another “Subscribe” to express its intention to subscribe. By doing so, Customer will be bound by the Terms and Conditions and can only terminate in compliance with article “Termination” of these Terms and Conditions.
Customer will be able to use the Add-on immediately after it has validated its Subscription.

ARTICLE 5 - SIGNATURE OF PAYFIT DOCUMENTS

To sign a PayFit Document, Customer shall access its PayFit administrative account and:
- Select the document he wants to have signed in the section “Document” of the Software and select the signature button.
- Fill in the email address of each of the signatories and select if the document needs to be signed in a specific order.
- Verify the information filled in before sending the document to the signatories.
- Each of the signatories will receive an email generated by Signaturit and containing a link redirecting them to the PayFit Document to be signed on the signaturit environment. Customer will be offered the possibility to read the document before signing it. The signatory can either (1) sign it directly on the web page or (2) scan a QR code to sign the document from his mobile device.
- Monitoring of the signature progress in real time : once all signatories have signed the PayFit Document, Customer will see from its administrator account, a green mark next to the document informing the document has properly been signed by all the signatories. Customer will be enabled to download the signed document. The document signed is stored on the Software for the same duration as that provided in the subscription agreement.
- Customer will be informed by email if the signature link has expired, if a signatory has declined to sign or, if an error has occurred).
- Once a PayFit Document is signed, it is automatically hosted on and available from Customer’s administrative account of the Software.

ARTICLE 6 - CUSTOMER'S OBLIGATIONS

By using the Add-on, Customer fully accepts these Terms and Conditions and undertakes to use the Add-on in accordance with its intended purpose and as defined in these Terms and Conditions and in Signaturit Terms and Conditions. Notbaly, Customer undertakes not to use the Service to sign documents or contracts that are not related to the prupose of the Software (i.e.payroll and employee managment). PayFit expressly declines any liability with regard to the storage and/or signature of non PayFit Documents.
In addition, Customer:
  • declares having obtained the consent of its employees to sign their PayFit Documents using the advanced Electronic Signature,
  • consents to the transfer, to PayFit and its service providers (notably to Signaturit) of Customer Personal Data necessary for the performance of the Service,
  • solely use the Add-on in compliance with its intended purpose,
  • acknowledges that PayFit will not check the accuracy of the content (including but not limited to the PayFit Document amended by Customer, Customer Personal Data, any other information added by the signatories (hereinafter Customer Content) filled in by Customer and / or its signatories and that the Service will be provided based on such a content. Consequently, Customer is advised to review and fill in all fields requested for the proper performance of the electronic signature and declares endorsing alone the consequences resulting from any of its actions, faults, errors, or omissions as well as those of its signatories in the use of the Service with this regards and to the exclusion of PayFit’s liability.
  • undertakes to solely provide PayFit with accurate, lawful, up-to-date, and complete Customer Content.
  • undertakes to download and keep, on a durable medium any PayFit Document electronically signed,

ARTICLE 7 - PAYFIT LIMITED OBLIGATIONS

PayFit undertakes to enable Customer to:
  • sign and have signed PayFit Document only, with an Advanced Electronic Signature provided by Signaturit,
  • manage the signatories and their order of signature,
  • monitor progress of the Signature in real time,
  • receive the Signaturit audit trail once a PayFit Document is signed,
In addition, PayFit undertakes to host the PayFit Documents signed on the Software.
Under no circumstances shall PayFit be held liable for services falling outside of the scope of the above list of commitments. Notably, without giving an exhausive list, PayFit will not bear any kind of liability toward Customer with regard to (1) the storage and/or signature of non-PayFit Documents, and (ii) services for which Signaturit endorses direct liability as set forth under its terms and conditions (appendix 1).

ARTICLE 8 - FINANCIAL CONDITIONS

The total price paid by Customer for the Subscription of the Add-on shall be indicated on the Subscription Page and on Customer’s subsequent invoices. It gives Customer an access to an unlimited number of Credits.
From the first month of subscription, the price is due for the whole month, no matter the date when Customer subscribed. Customer is then invoiced at the beginning of each month.
PayFit reserves the right to unilaterally modify the price of the Add-on. Any change to the price will be performed in accordance with the terms of the Agreement.
Notwithstanding the above, any provision of the Agreement relating to the pricing conditions and payment terms shall remain applicable.

ARTICLE 9 - ENTRY INTO FORCE AND DURATION

These Terms and Conditions enter into force as of the date of its signature by the Parties and remain in force for the whole duration of the Agreement unless terminated by a Party in compliance with article “Termination”.

ARTICLE 10 - LICENSE TERMS

PayFit grants Customer with a personal, non-exclusive, non-transferable, and non-assignable right to use the Add-on to the exclusion of any other right of reproduction or of any kind, for the entire world and for the duration of these Terms and Conditions. The right to use the Add-on covers the access to and use of the Add in accordance with its intended purpose.
For sake of clarity, PayFit retains ownership of all intellectual property rights relating to the Add-on and does not grant any intellectual property rights other than those expressly provided for in the Agreement.
Any other provisions relating to intellectual property of one of the Parties set forth in the Agreement are applicable to these Terms and Conditions.

ARTICLE 11 - PAYFIT LIMITED WARRANTY

The Add-on is provided “as is”.
Without prejudice to any warranty made by PayFit in the Agreement, PayFit makes no other warranties, whatsoever, express or implied, with regard to the Service provided under these Terms and Conditions.
PayFit explicitly disclaims all warranties of satisfactory quality, merchantability and of fitness for a particular purpose.

ARTICLE 12 - CUSTOMER SUPPORT

Should Customer encounter any difficulty in the proper performance of the Service, Customer shall contact its PayFit account manager, who will either address the problem directly or, redirect Customer to Signaturit customer service available at info@signaturit.com.

ARTICLE 13 - TERMINATION

Both Parties may terminate these Terms and Conditions as provided under the Agreement.
These Terms and Conditions may also terminate immediately upon termination, by any of the Parties, of Agreement.
In addition, PayFit reserves the right, without notice and at its sole discretion to terminate the Agreement with immediate effect in case its collaboration with Signaturit terminates, for whatever reason.

ARTICLE 14 - CUSTOMER DATA AND GDPR

The performance of the Service entails the processing of : the email address, name and surname of the signatories of a PayFit Document and of the person initiating the signature (hereinafter “Customer Personal Data”).
Customer Personal Data will be processed by PayFit in the capacity of sub-processor and by Signaturit in the capacity of subsequent sub-processor. Customer acts as a data controller within the meaning of the GDPR regulation.
The provision of the Agreement related to the processing of personal data shall apply to the processing of Customer Personal Data carried out within the framework of these Terms and Conditions. Signaturit Privacy Policy is available at: https://meet.signaturit.com/en/privacy-policy/
To comply with the principle of minimization, Customer ensures that its employees will not include any sensitive data and a minimum of personal data limited to those requested for the performance of the ServiceE.

ARTICLE 15 - LIABILITY

Except where otherwise provided by law, PayFit’s liability is strictly limited to what is provided under the Agreement.

ARTICLE 16 - TRADEMARK AND LOGO

In becoming a “user” of Signaturit, Customer consents that Signaturit may use its logo and trademark respectively in accordance with the Agreement and Signaturit Terms and Conditions.
PayFit use of Customer’s logo and trademark remain govern by the Agreement

ARTICLE 17 - CONFIDENTIALITY

The same confidentiality provision as that stated in the Agreement shall apply.

ARTICLE 18 - APPLICABLE LAW AND COMPETENT JURISDICTION

Provisions of the Agreement remain applicable with this regard.

ARTICLE 19 - MISCELLANEOUS

a. Independence of the Parties Each Party is a legally and financially independent legal person acting on its own behalf and under its sole responsibility. Each Party refrains from making any commitment in the name and on behalf of the other Party, to which it shall, in no case, act as a substitute. Each Party remains solely responsible for its own services, acts, allegations, commitments, products, and personnel.
b. Intuitu personae This Agreement is concluded intuitu personae. Customer undertakes not to assign or grant, in part or in full, all or part of the rights and obligations arising from this Agreement without the prior written consent of PayFit.
c. No waiver The fact that a Party does not invoke a breach by the other Party cannot be interpreted as a waiver by the latter of the obligation concerned.
d. Partial nullity If one or more provisions of this Agreement are declared invalid by a competent authority, the other provisions will be in force, provided that the balance of this Agreement is not altered.
e. Electronic signature The Parties accept that the signature of this Agreement by electronic means has the same probative value as if signed by hand.
f. Domiciliation The Parties elect their domicile at their head office for the purpose of this Agreement.

Annex 1 - Signaturit Terms and Conditions

Signaturit Terms and Conditions are available at https://meet.signaturit.com/en/terms-and-conditions/. This version may be amended from time to time by Signaturit and PayFit strongly recommends Customer to regularly verify the version in force on Signaturit website.