1. SCOPE

Envartus AG (Envartus Ltd, Envartus SA), Dufourstrasse 37, 8008 Zurich, Switzerland (“Envartus” or “we”), the operator of this site and the online platform for digitised documents and related services called Envartus (the “Platform”).

The Platform includes automated documents which may contain legal content (the “Templates”) and related features. Registered users may generate documents that are derived from the Templates by answering a set of predefined questions about Template-specific topics on the Platform. The number of Templates and documents a user may use and generate, respectively, as well as the access to the offered features, depend on the individual subscription (a “Subscription”) purchased by such user when setting up an Account, as further outlined and defined below.

These Terms of Use (the “Terms”) govern and apply to your access to this site and the use of the Platform and any mobile application related to the Platform. By accessing and using the Platform or any mobile application related thereto, you agree to comply with these Terms. You may not access and use the Platform if you do not agree to the version of the Terms posted on the Platform at the time of your access or use.

Subject as the case may be to the individual Susbscriptions, these Terms constitue the sole agreement and covenant between Envartus and you as user with respect to the scope of these Terms and will supersede any other agreement or covenant, including, but not limited to, any terms and conditions of you or the legal entity on behalf of which you access and use the Platform.

All content provided on this site and the Platform, including without any limitation content contained in the Templates, is owned by or licensed to Envartus and protected by Swiss and international copyright laws. Envartus and, if applicable, its licensors retain all proprietary rights to such content or any part thereof. Any use of such content is strictly subject to and must be in accordance with these Terms and the individual Subscriptions.

Envartus’s responsibility is strictly limited to managing payments and Subscriptions on the Platform and access to, and use of the Templates and as the case may be the related features by registered users only in accordance with these Terms and the individual Subscriptions.

 

PLEASE NOTE THAT THIS SITE, THE PLATFORM AND ANY CONTENT THEREON IS PROVIDED BY ENVARTUS ON AN “AS IS” AND “AS AVAILABLE” BASIS. ENVARTUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, THE PLATFORM, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREON, INCLUDING WITHOUT LIMITATION ANY SUCH CONTENT OR PART THEREOF IN THE TEMPLATES AND/OR THE DOCUMENTS GENERATED THEREFROM. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE, THE PLATFORM AND THE TEMPLATE IS AT YOUR SOLE RISK. IN PARTICULAR, ENVARTUS DOES NOT, AND DOES NOT INTEND TO PROVIDE ANY LEGAL ADVICE IN ANY MANNER WHATSOEVER, NOR DOES IT ASSUME ANY LIABILITY FOR ANY LEGAL CONTENT THAT MAY BE INCLUDED IN THE TEMPLATES. ENVARTUS EXCLUDES ANY LIABILITY FOR ANY LOSS, COST OR DAMAGE (WHETHER DIRECT OR CONSEQUENTIAL) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, THE PLATFORM AND/OR THE TEMPLATES BY THE USERS.

 

2. REGISTRATION

2.1 Registration on the Platform

Users may access this site and the Platform generally without any registration. It is also possible to access the descriptions of Templates, products, features and/or services without registering.

The set up of a user’s account (an “Account”) is, however, necessary to use all functions provided on the Platform as weel as the Templates. The Account requires the choosing of a user name and a password (the “Login Data”).

Users may freely choose a user name as long as the chosen name does not infringe the law or the right of any third person and does not consist of the name of a country or a category of service, unless this is part of the user’s formal name. There is no right to the assignment of a specific user name.

Users are responsible for keeping the Login Data confidential. Users are prohibited from granting access to third parties to their Account without the express consent of Envartus. In the case of unauthorised access to their Accounts, users must immediately notify Envartus.

Any natural person or legal entity may register as a user. Only persons of legal age (at least 18 years old) are permitted to use the Platform and only one user account per individual is permitted. Users must register personally and provide their real names and address. Users warrant and represent that all of the data provided for registration is accurate.

The use of the Platform is only possible if a current and valid email address is provided. This email address serves for the purpose of communication with Envartus and will be used for all correspondence related to the Subscriptions. Envartus will send information regarding the Platform to this email address.

For technical reasons, it is impossible for Envartus to establish with certainty whether any user is in fact the person he or she claims or represents to be. Therefore, Envartus assumes no liability for the actual identity of a user. Each user is solely responsible for checking the actual identity of another user, including in particular when purchasing a Subscription, using the Platform or concluding any kind of agreement over or with respect to the Platform.

Envartus reserves the right to deny the set up of an Account in the case that there are indications of misconduct and to delete existing Accounts in the case of an infringement of these Terms.

 

2.2 Registration Through Social Media

We may provide access to the Platform through social networking sites (a “Social Media”). To the extent such access is available and users decide to access the Platform through a Social Media, they agree that Envartus may access, make available, and store (if applicable) any information, data, text, messages, tags, and/or other materials accessible through the Platform that they have provided to and stored in their Social Media account so that it is available on and through the Platform via their account and profile page. The use of a Social Media to access the Platform (including any request they have made to make a Platform posting anonymous, as well as personally identifiable information that they post to that Social Media) may be displayed on the Platform. The users are solely liable for their use of the Social Media and any privacy settings they may registered with the Social Media. In any event, if users have decided to sign up for the Platform through a Social Media, they are required to provide their real name, address and other identifying material to the Platform upon request.

The relationship of the users with the relevant Social Media is governed solely by their agreement with such Social Media and Envartus hereby excludes any liability for personally identifiable information that may be provided to us by a Social Media in violation of the privacy settings that users have set with that Social Media account.

 

3. USE OF PLATFORM

3.1 Exclusion of Liability

The set of Templates provided on the Platform to users may include automated legal documents. Though Envartus endeavours to offer documents that, if and when they include legal content, are in line with best legal practice, such content is merely indicative of what Envartus believes is best legal practice and the availability of such content on the Platform and/or in the Templates does not constitute any warranty or representation that such content is fit or appropriate to fulfill any purpose, whether of a legal nature or not, of the invidual users. In particular, no warranty, whether express or implied, is made that the products, Templates or services included in the Platform will meet your requirements or the results that may be obtained from the use of the products, Templates and services will be accurate, reliable and as expected by the user.

 

3.2 General Use

Users may access and use the Platform in accordance with these Terms at any given time. Users may use the different services and functionalities on the Platform such as are available from time to time.

Envartus reserves the right to modify the services and functionalities offered on the Platform and/or to offer services that differ from those offered at the time of the user’s registration at any time. However Envartus will take the user’s interests into account and refrain from changes that are unreasonable to the user.

 

3.3 License to Use

The valid purchase of a Subscription creates a simple, non sublicenseable, non-transferrable, non-assignable and non-exclusive license for the use of Templates, products and services thus purchased. Upon the execution of such contract, the user is granted certain rights to use those Templates, products and/or services. Rights, title, and interest in the Templates, products and/or services will, however, remain with Envartus and are not transferred to the user.

The users are, without the explicit consent of Envartus, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sublicense or transfer of the rights in Templates or the legal documents generated therefrom to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed copies of the Templates or legal documents generated therefrom to a third party in the sense of a resale.

The rights to use the Product may vary depending on the individual Subscription and other terms individually agreed at the time of purchase. The user will be informed about the specific use rights or use restrictions at such time. Prior to completing a purchase, the user must not only accept these Terms, but also the specific use rights regulation and, if applicable, additional general or individual terms and conditions.

In the case that no specific use rights or use restrictions are agreed to at the time of pruchase, the following default provisions apply:

1. Unless otherwise agreed upon, the license grants the right to use the Templates, to run the questionnaire and to download the legal documents for such number of times as set forth in the individual Subscription.
2. Unless otherwise agreed upon, the rights granted extend to all employees of a legal entity and branches of a legal entity, if the respective legal entity has registered as a user. However, the use rights of legal entities are, unless otherwise agreed upon not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
3. In case that an individual Subscription includes downloads of legal documents generated from the Template, the rights are granted with the extension that users are entitled to save the legal documents on data carriers, view them on a screen based on these data carriers and to print them out for purposes permitted in this Section, and, if necessary, to copy them.

3.4 Use of Templates

Automated legal documents allow the user to generate legal documents by him or herself or to have a substantial influence on the content of the legal document. The documents are generally generated in applications hosted on the IT environment of Envartus, unless otherwise notified to the user.

Automated legal documents usually require the user to answer certain questions about specific contract issues or to provide specific information depending on the individual users’ case. The respective information requested by those automated legal documents is also qualified as content for the purpose of these Terms and thus subject to the same liability restrictions, limitations, exclusions and conditions as set forth herein.

It is the user’s sole and exclusive responsibility to answer the questions or to provide the required information in a correct, complete and accurate manner. The quality of the information provided affects the legal document generated.

The Templates do not free the users from a diligent and responsible assessment. They are solely drafting proposals. Contract laws generally provide contract parties regularly with a substantial discretion when determining contract provisions. Users may therefore also choose to integrate different provisions that may suit the interests of the respective user and the specific use constellation better. The users are responsible to assess and consider whether and which part of the template modifications are necessary in order to adjust the specific constellation and purpose.

For the avoidance of doubt: Envartus does not provide any legal advice. Envartus is mainly operating and hosting the Platform on which Templates, products and/or services are offered. Even if Envartus should be the contract party with respect to the licensing of certain Templates that it has drafted with care and such Templates might contain legal content, this activity of Envartus is not to be understood as legal advice.

For the further avoidance of doubt, users may not rely on the content in a Template or any other product appropriately addressing the facts and circumstances applicable to the user. The user must act for its own account in using the Templates, and make independent decisions as to how a Template should be tailored to its own facts and circumstances, based upon his or her own judgment and upon advice from such legal and other advisers as the user has deemed necessary. If users need a tailor-made agreement, they must seek the advice of an attorney or other legal expert.

 

4. USERS’ DUTIES

Users undertake to ensure that any use of the Platform, the Templates and any content placed thereon does not violate any applicable law or morality by its content, matter or form. It is explicitly forbidden to publish or provide content that constitutes, relates to or contains

1. racism
2. glorification or overexposure of violence and extremism of any kind
3. encouragements or incitements for crimes or violation of law, threats against limb, life or property
4. agitation against individuals or companies
5. statements violating personality rights, libels, defamations of Envartus, other users or third parties and violation of Unfair Competition Law
6. copyright infringements or other infringements of intellectual property law
7. foul language
8. sexual harassment of users or third persons
9. pornography
10. offensive, sexist, obscene, crude, repulsive or nauseating materials, manners or mode of expression
11. religious proselytising
12. applying software, scripts and data bases in connection with the use of the Platform
13. automatic readout, blocking, overwriting, modification, copying of data and/or other content unless necessary for the use of the Platform
14. introduce software or automated agents to the Platform, or access the Platform so as to produce multiple accounts, generate automated messages, or to strip or mine data from Platform
15. automated placement of content unless in accordance with these Terms and/or expressly permitted by Envartus
16. dissemination and/or communication to the public of any content of the Platform without permission of Envartus
17. try to manipulate any other users’ profile
18. try to get knowledge of other users’ Login Data by any means.

If any problems occur when using the Platform or its features or the Templates, users will inform Envartus immediately. Users will also inform Envartus in any case they gain knowledge of content published by others that is obviously violating applicable law or rights of third-parties or infringing this Section 4 of these Terms.

 

5. RIGHTS OF USE REGARDING USER PROVIDED CONTENT

Envartus does not claim ownership in the content that users submit to the Platform while using it, but to be able to legally provide the Platform to all users, we may need to obtain certain rights to use such content in connection with the Platform, as set forth below.

By submitting any content to the Platform, users hereby grant to Envartus an unrestricted, irrevocable, perpetual, non-exclusive, transferable, fully-paid and royalty-free license to use such content in order to perform and improve the services required by the user in accordance with these Terms and the individual Subscriptions. No compensation will be paid with respect to the content that you submit to the Platform.

Users warrant and represent that all content submitted is free of any opposing intellectual property of third parties and guarantees that the license granted above can legally be granted to Envartus.

 

6. CONTRACT CONCLUSION

6.1 Contract Conclusion

Templates, products and/or other services such as features supplied on the Platform are subject to these Terms. As described above, we refer to purchases and Subscriptions as purchases and subscriptions subject to Envartus Terms. The Subscriptions with respect to Templates, products and/or other services are concluded when you click on the acceptance of these Terms to complete your order.

The presentation of Templates, products and/or other services on the Platform do not constitute a legally binding offer, but a non-binding online catalogue.

A binding order is only triggered once you have entered all of the data required for contract performance, have acknowledged these Terms and, if applicable, any additional contract terms and conditions, and have clicked on the button agreeing to conclude the contract. Until you click this button, you can add products and services to your basket non-bindingly and change your data with the help of the correction aids as provided by and explained in the ordering process. When you send the order, this is treated as your offer to conclude a contract.

Once you have submitted your order, you will be sent an automatically generated confirmation of receipt of your order by email. This contains the data for your order and these Terms, which you can save and print. A contract is not yet agreed based on this confirmation of receipt; the confirmation of receipt merely documents that we have received your order.

The contract is concluded upon payment by you of the relevant Subscription and such conclusion thus depends on the payment method. If payment-by-invoice applies, the contract is concluded for payments-by-invoice when you have concluded the payment-by-invoice checkout process with the third party service provider that manages payments by invoice for us. For your internal record-keeping, we will send you an email as a receipt of your purchase.

The contract is only agreed for the items explicitly listed in the invoice, order confirmation or download notification corresponding to your Sbscription. The scope of performance is limited to these listed items.

 

6.2 Prices and Delivery

The stated prices in the description of the products and services on the Platform are prices that do not include VAT.

In addition, additional costs might apply if you want to pay by invoice instead of with a credit card, depending on whether the third-party payment service provider charges such costs.

Ordered products and/or services are generally provided for immediate download. Users are entitled to view documents generated from the Templates there to the extent and for the period contractually agreed using their online access (website or mobile app) in accordance with their individual Subscriptions, to download them and to save them on their personal end device. Provided that a specific number of downloads has been agreed, this number applies to the total number of downloads, unless agreed otherwise.

 

6.3 Payment methods

The following payment methods are basically offered on the Platform: There is no entitlement to use of a specific method of payment.

Credit card

By placing the order, you provide your credit card details at the same time. After proving your legitimacy as the rightful cardholder, your credit card company will be requested to initiate the payment transaction immediately after your order. The credit card company will automatically execute the payment transaction and will charge your card.

Payment by invoice

If selecting payment by invoice as your payment method, you will be sent an invoice for the ordered items. This payment method is solely open for users, individual persons and legal entities in Switzerland.

Payments by invoice may be managed by a third party payment service provider. When you choose the payment-by-invoice option, you agree to the payment terms of such provider.

Please note that, for payments by invoice, we may need to assign our claim for payment to the relevant payment service provider. In that respect, you acknowledge and confirm that, when you choose to pay by invoice, Envartus shall be entitled to assign the payment claim against you to such provider. The assignment is executed at the time of invoicing. The third party provider may reassign that claim to Envartus according to its terms of business, or assign that claim to a debt collection agency in case you do not pay on time.

Any additional expenses and fees accrued by a third party service provider or Envartus in connection with the collection of pending payments, in particular the fees for the transfer of the payment claim to a debt collection agency and any accrued debt collection costs, are to be paid by you.

 

7. TERMINATION

The Subscriptions and the underlying contracts shall generally be concluded for one-year renewable terms. It can be terminated by both parties with one week notice for the end of a one-year term (deactivation of the Account). Any payment due remains unaffected by a termination by the user.

Besides and beyond that the parties’ rights to extraordinarily terminate the contract for cause remain unaffected. A termination for good cause on behalf of Envartus is justified in any case of a serious breach of these Terms, among other things, when:

1. the user violates his obligations under these Terms, especially if the user fails to register under his own name, chooses a prohibited user name or reregisters after having been terminated by Envartus for good cause in the past.
2. the user violates the users’s duties set forth in Section 4 of these Terms in a manner that makes it, in Envartus’s opinion, unsuitable for Envartus to continue the contract with the user.

Termination notices can be given by email, fax or other written correspondence.

All provisions of these Terms shall survive termination or expiration of these Terms except those granting access to or use of the Platform. Envartus will have no liability whatsoever to the users for any termination of their account or related deletion of their information.

Instead of declaring the termination of the contract for good cause, Envartus may block the user’s access to the Platform for an indefinite period in its sole discretion. Envartus shall instead of terminating the contract exercise the right to only block the user’s access to the Platform in cases of reasonable suspicions of illegal action. In addition, Envartus may block the user in the event the authenticity of the user’s profile is in question or the email address given in the user’s profile is not available.

In case of the termination of the contract, the user can no longer access his or her Account. Envartus may delete any Content provided by the user.

 

8. WARRANTY AND LIABILITY FOR THE PLATFORM OPERATION AND FUNCTIONALITIES

This provision governs the warranty and liability of Envartus with respect to the operation of the Platform and its functionalities.

Envartus endeavours to offer a steady service free of interferences. However, this applies to services Envartus can influence. The user recognises that a full and complete availability of the Platform at all times is technically impossible. Envartus may limit the accessibility of the Platform partially, temporarily or permanently for reasons such as maintenance work, capacity issues or because of other issues outside its sphere of influence.

Envartus assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, any communication with other users. Envartus is not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or on the Platform or combination thereof, including any injury or damage to visitors or to any person’s computer related to or resulting from participation or downloading materials in connection with Platform. Under no circumstances shall Envartus be responsible for any loss or damage resulting from use of the Platform or from any content posted on the Platform or transmitted to users, or any interactions between users of the Platform, whether online or offline.

The Platform is provided “as is” and as available. Envartus expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Envartus does not warrant that: (1) the Platform will meet your requirements; or (2) the results that may be obtained from the use of the Platform will be accurate or reliable.

As already stated above, Envartus does not and does not intend to provide legal advice or services. Therefore Envartus cannot be held responsible for the validity, legitimacy, accuracy, reliability, actuality, adequacy and/or completeness of the content and/or any other information available through the Platform and/or in the Templates.

To the maximum extent permitted by applicable laws, Envartus is not liable for negligent breaches of duty. Envartus’s liability for malice, gross negligence, injuries to persons and liability according to mandatory legal provisions remains unaffected by the aforementioned limitations of liability.

The limitation of liability applies to damages caused by authorised auxiliary persons as well. Envartus is not liable for acts of users or third parties. These persons do not act as vicarious agents of Envartus. Liability for indirect or consequential damages is excluded to the extent permitted by law.

 

9. INDEMNIFICATION

Users will keep Envartus and its employees or agents indemnified against all claims of third parties regarding alleged or actual violations of rights and liberties and/or violation of third-party rights by acts of the users in connection with the use of the Platform and/or content provided by the users.

Users will compensate Envartus for all costs incurred by claims of third parties against Envartus. Eligible costs include costs for appropriate legal actions and defence that arise for fighting claims of third parties. In this case Envartus will inform the user about required legal measures immediately.

 

10. INTELLECTUAL PROPERTY RIGHTS

The Platform contains Templates, content and documents provided by Envartus and, if applicable, its licensors (“Envartus Content“). Envartus and / or its licensors own and retain all proprietary (and intellectual property) rights in this Envartus Content and Envartus owns and retains all property rights in the Platform.

Envartus is a registered trademark of Envartus. The trademarks, logos and service marks (“Marks”) displayed on Envartus are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Mark.

 

11. LINKS TO THIRD PARTY WEBSITES

The Platform may contain links to third party websites. Envartus does not monitor or have any control over, and makes no claim or representation regarding third party websites. To the extent such links are provided on the Platform, they are provided only as a convenience, and a link to a third party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third party website. When the users leave the Platform to visit a third-party website, these Terms no longer govern.

 

12. DATA PRIVACY

The collection and processing of your personal data by Envartus is set out in the Privacy Policy. This forms an integral part of these Terms. The Privacy Policy can be accessed by clicking on “Privacy Policy” under the respective header on Envartus’s website.

You hereby agree that the personal data entered by you in the course of using the Platform may be saved for the purpose of contract processing. In addition, you agree to the use of your personal data to personalise the ads and product offers shown on the Platform. For that purpose, Envartus may profile the personal data provided by you.

Apart from that Envartus only uses your data in legally permissible cases (e.g. for advertising by letter or for target-group-specific online ads). To the extent that Envartus uses your data for a purpose requiring your approval according to the legal requirements, Envartus will ask you for your explicit approval. You may revoke any approval that you have given at any time and/or object to the future use of your data.

 

13. FINAL PROVISIONS

Envartus reserves the right to amend these Terms at any time without stating reasons. The new Terms will be displayed in the course of the login procedure or may be sent to the users by email. By continuing to use the Platform the users agree to the changes. The same applies if – in case of the new Terms being sent via email – the user fails to disapprove of the application of the new Terms within two weeks after receipt of the email. In case of disapproval by the user Envartus may terminate the access without notice.

If any provision or clause of these Terms shall be held invalid, this invalidity shall not affect any other provisions. The invalid provision shall be deemed to be replaced with a legally effective provision coming as close as possible to the commercial sense and purpose of the invalid provision. The same shall apply to any gap in these Terms.

Envartus is entitled to transfer this contract with all its rights and duties to any third party.

These Terms as well as individual Subscriptions and any other contract between the user and Envartus are exclusively governed by substantive Swiss law.

The place of performance as well as the exclusive place of jurisdiction with regard to any dispute arising from or in connection with these Terms, the Templates, products and/or services available on the Platform or any other relationship between the user and Envartus irrespective of the legal basis shall be the City of Zurich, Switzerland. Envartus shall be entitled to bring lawsuits against users also before other courts as provided for by applicable law.