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Terms of Service & Data Processing Agreement

Last updated: March 18, 2025

1. Overview

Welcome to Uhuu! These Terms of Service ("Terms") explain your legal rights, obligations, and responsibilities while using Uhuu AG’s cloud-based document automation platform ("Service" or "Application").

By signing up, making a purchase, or otherwise using our platform, you confirm that you’re authorized to represent your company ("Customer") and agree to be bound by these Terms.

2. Agreement Structure

  • These Terms, along with any signed order form, subscription confirmation, or agreement made online ("Service Agreement"), establish a binding agreement between you and Uhuu AG ("Uhuu").
  • Specific payment terms, subscription duration, usage scope, and termination conditions are included in the Service Agreement.
  • If there’s a conflict between these Terms and the Service Agreement, the Service Agreement will take precedence for those particular terms.

3. License & Intellectual Property

  • We grant you a limited, non-exclusive, non-transferable license to use the Uhuu Service for internal business purposes.
  • You can assign user access rights to your team members and designated end customers. You’re responsible for their actions within the platform.
  • All intellectual property, trademarks, design elements, and proprietary content belong to Uhuu or its licensors.
  • You are not permitted to copy, reuse, or repackage the platform or any part of it without our explicit consent.

4. Hosting & Security

  • Uhuu is delivered entirely via the cloud. We host the Application on secure infrastructure either maintained by us or third-party providers under our control.
  • You won’t need to install any software locally.
  • Access is secured via encrypted login links and standard SSL/TLS encryption protocols.
  • You are responsible for maintaining secure network connections on your side, including access and firewall policies.

5. User Management

  • Unless otherwise stated in your Service Agreement, you are fully responsible for managing your organization’s users.
  • This includes onboarding, account creation, handling password resets, and responding to user inquiries or support tickets.
  • Uhuu provides tools to facilitate this process but does not manage your internal user accounts.

6. Updates & Maintenance

  • Uhuu continuously improves the Service. This may include bug fixes, performance enhancements, and feature updates.
  • Updates are applied automatically and may require temporary downtime.
  • The "Hosting Service Description" outlines system availability and maintenance practices and is available upon request.

7. Restrictions

You are not allowed to:

  • Reverse-engineer or decompile the Service.
  • Use the platform in unlawful ways or share it with unauthorized third parties.
  • Modify, copy, or distribute the Service.
  • Remove trademarks, license texts, or any usage control mechanisms.
  • Enable third-party access to the platform without prior written consent.
  • Circumvent technical safeguards or inject malicious code.

8. Indemnity

Uhuu will defend and indemnify you against valid third-party intellectual property claims caused by your authorized use of our Service, provided:

  • You notify us promptly upon becoming aware of the claim.
  • You grant Uhuu full control over the legal defense and any settlement negotiations.
  • You cooperate with us by providing relevant documents, witnesses, or assistance.

Indemnity doesn’t apply if the infringement was caused by unauthorized modifications, combinations with other software, or violations of this agreement.

9. Customer Data & Privacy

  • You maintain full ownership of all data you input into the system ("Customer Data").
  • We also collect metadata such as IP addresses and login details ("Account Data") to ensure security and system integrity.
  • Uhuu processes this information in compliance with GDPR and our Data Processing Agreement, included below as Appendix 1.

10. Disclaimer & Liability

  • Uhuu provides the Service "as is" without warranties of any kind, except as expressly stated.
  • We are not liable for any indirect, incidental, or consequential damages.
  • Our total liability is limited to the amount you paid over the last 6 months preceding the incident.
  • However, we remain liable for damages caused by gross negligence or intentional misconduct.

11. Termination

  • You may cancel a rolling subscription with 90 days’ written notice.
  • Fixed-term contracts run their course unless terminated under specific terms.
  • We may terminate your account if you:
    • Breach these Terms or the Service Agreement
    • Use the Service for illegal activities
    • Fail to pay invoices on time (non-payment is always considered a breach)
  • No refunds will be issued for unused subscription time.

12. Pricing Changes

  • You can increase your subscription anytime by selecting a higher-tier plan.
  • Downgrading requires 90 days’ written notice.
  • Uhuu reserves the right to adjust pricing with 90 days’ prior written notice.

13. Legal Provisions

  • Governing Law: These Terms are governed by Swiss law.
  • Disputes: Any legal disputes will be settled via arbitration in Zurich, Switzerland, and conducted in English.
  • Confidentiality: Each party agrees to protect confidential information disclosed during the course of the partnership.
  • Severability: If one part of this agreement is invalid, the rest remains enforceable.
  • Assignment: You can’t transfer these Terms to another party without permission. Uhuu may transfer them in case of a business merger, sale, or acquisition.

Appendix 1: Data Processing Agreement

1. Purpose

This appendix outlines how Uhuu processes Personal Data on your behalf in compliance with GDPR. It ensures we act only as a Data Processor based on your instructions.

2. Definitions

We use GDPR-compliant definitions:

  • Personal Data: Any info identifying an individual
  • Processing: Any operation performed on personal data
  • Controller: You
  • Processor: Uhuu

3. Uhuu’s Responsibilities

  • Process data strictly under your documented instructions
  • Ensure confidentiality among employees and contractors
  • Help you comply with GDPR obligations, including data subject requests and data protection assessments
  • Implement appropriate security and encryption technologies to protect Personal Data
  • Notify you of data subject complaints or authority investigations
  • Make available records and documentation that prove compliance

4. Your Responsibilities

  • Ensure your data collection is lawful
  • Inform your users and, where necessary, secure their consent
  • Only share data you have the legal right to share with us

5. Subprocessors

  • We may engage subprocessors to deliver parts of the Service (e.g., hosting, support tools).
  • A list of current subprocessors is included in Schedule B.
  • We’ll inform you of any additions. You may object if you have a valid privacy-related concern.

6. Audits

You have the right to audit our practices to confirm compliance. Uhuu will cooperate fully and address any compliance gaps.

7. International Transfers

  • Uhuu may process data outside the EEA.
  • We rely on Standard Contractual Clauses (SCCs) or equivalent safeguards for data transfers.
  • We will update transfer mechanisms as EU regulations evolve.

8. Data Breach

  • We will notify you within 36 hours of becoming aware of any Personal Data Breach.
  • We will assist you in handling the breach and complying with reporting duties.

9. Data Deletion

  • We will delete all Personal Data after your agreement ends unless retention is legally required.

10. Liability

Each party remains liable under GDPR Article 82 for damages caused by their respective data processing activities.

Schedule A: Summary of Processing

Nature & Purpose
We operate a SaaS platform for team collaboration. Admins create workspaces. Users join to collaborate, exchange content, and participate in discussions. Personal data and logs are collected to enable features, improve security, and ensure reliability.

Data Subjects

  • Workspace administrators
  • Authorized users (e.g., employees, participants, contractors)

Types of Personal Data

  • Names and contact details
  • IP addresses, browser types, timestamps
  • Workspace interaction and activity logs

Duration
Personal Data is retained only for the duration of the Service Agreement, unless otherwise required by law.

Schedule B: Subprocessors

  1. AWS EMEA SARL – Hosting and infrastructure (Luxembourg)
  2. Intercom R&D – Customer communication and technical support (Ireland)
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