Threema Work: Terms of Service

March 8, 2018

In case of discrepancies between the German and English version of these Terms of Service, the German version shall prevail.

1. Subject of this Agreement

1.1 Threema Work is an internet-based, cross platform service for the secure exchange of messages between users.

1.2 Threema GmbH provides this service to users for remuneration.

2. Scope

2.1 These Terms of Service govern the contractual relationship between Threema GmbH as the Provider of the “Threema Work” service (hereafter "Threema" or “Provider”), and the customer of the Service (individual or organization), hereafter the "Customer".

2.2 These Terms of Service apply to all rights and obligations of the contractual parties in the framework of using the service “Threema Work”.

2.3 Different agreements on specific provisions shall be invalid unless agreed upon in writing.

3. License to use the products

3.1. Threema grants the Customer a non-exclusive, non-transferable and revocable licence to use the Service and the necessary software (hereafter the "App") under the purpose of this contact for the duration of this agreement in accordance with the terms laid forth here.

3.2. For the use of the Service the Customer acquires rights of access. A valid right of access is required for each user of the service. The corresponding access credentials will be handed over to the user either as individual credentials on a per-user basis or as one single pair of credentials for all users of the entity.

3.3 Valid rights of access entitle the Customer to download the app required for the use of the service and to activate the app by entering the access credentials. Valid rights of access must exist for each installed and activated instance of the app.

3.4 The app may only be used for the purpose of accessing the Threema Work service. The service may only be accessed with software that has been approved by the Provider for use with the service.

4. Customer Obligations

4.1 The Customer is responsible for use of the Service by its users (employees, partners, etc.) and will comply with all laws and regulations, if any.

4.2 The Customer takes particularly good care of the confidentiality of access credentials, passwords, etc.

4.3 The Customer will prevent unauthorized use of the Service and promptly notify Threema of any unauthorized use or access.

4.4 The Customer shall indemnify the Provider against any third party claims that are made due to violation of the rights of the third party on the part of the Customer or due to culpable legal infringements or breaches of contract on the part of the Customer against the Provider.

5. Provider's Services

5.1 The Provider shall deliver their Service according to the current state of the art.

5.2 In particular, the Provider shall endeavor to deliver all messages interfaced through him without delay.

5.3 The Provider may update the Products from time to time. New functions may be introduced and existing functions may be replaced by new ones or removed from the system.

5.4 Customers can choose from different products which differ in deliverables and service scope. The Provider is obliged to supply the services defined in the offer packages. However, the seller reserves the right to amend the scope of services at any time or adjust them if necessary.

5.5 A guaranteed availability of the vendor-supplied service is defined in the description of the offer package. Should the Provider fall short of the agreed availability, excluding the limitations of liability laid forth in section 9, the Customer has the right to claim compensation in the amount specified in 5.6 or 5.7, respectively. The amount is credited to the Customer on the next bill.

5.6 Amount of compensation SLA "Enterprise" in case of unavailability of the Service in accordance with section 5.5 (non-cumulative):

Availability below 99.9%:
30% of the annual fee, retroactively for 1 year

Availability below 99%:
50% of the annual fee, retroactively for 1 year

Availability below 97%:
100% of the service fee, retroactively for 1 year

5.7 Amount of compensation SLA "Business" in case of unavailability of the Service in accordance with section 5.5 (non-cumulative):

Availability below 99.5%:
30% of the annual fee, retroactively for 1 year

Availability below 98%:
50% of the annual fee, retroactively for 1 year

Availability below 95%:
100% of the service fee, retroactively for 1 year

5.8 In the event of a culpable violation of provisions of law or these Terms of Service by a user or third party attributable to the Customer, the Provider is entitled to temporarily block the Services, either in whole or in part.

6. Fees & Payment

6.1 The payment of user fees is to be made in advance. In case of recurring fees, the respective amount will be billed annually.

6.2 The current table of applicable fees may be found on the “Threema Work” homepage. The Provider reserves the right to adjust said fees and/or tariff levels at any time as per any changing conditions.

6.3. Fees are non-refundable except as required by law.
The Customer is responsible for providing all necessary information for the billing. Threema may suspend or terminate the Services if fees are past due.

6.4 The Customer is responsible for all taxes. Threema will charge tax when required to do so by law.

7. Term and Termination

7.1 The contract is effective for the period of one year and shall be extended automatically for another year at the regular rates unless it is duly terminated by one party. No further charges will apply, where a one-time fee was agreed.

7.2 Both parties can terminate the agreement at least 90 days prior to the expiration of the yearly contract period. The Customer can terminate the agreement using the appropriate button in the management cockpit or in writing.

7.3 In the event of premature termination of the contract, any payments made within the scope of this contract are non refundable.

8. Data Protection & Security

8.1 Personal data collected in connection with the Use of the Service will be processed exclusively in accordance with the applicable legal regulations, EU Regulation 2016/679 (GDPR), and pursuant to our Privacy Policies (Administration, App).

8.2 The Provider shall process the data in accordance with the relevant legislation. Messages are exclusively stored in encrypted form and deleted immediately after delivery.

8.3 The Customer obliges to fully comply with the legal provisions related to the handling of personal data.

9. Liability and limitation of liability

9.1 The delivery of direct messages to mobile devices may be delayed or prevented by circumstances that are beyond the control of the Provider. These include (but are not limited to): no reception, no connection to the Internet or Service, Internet interferences of any kind (routing, DNS, etc.), hardware or software failures of mobile and network devices, DDoS attacks.

9.2 Any liability with respect to limited usability of the Service caused by circumstances specified in section 9.1 is expressly excluded by the Provider.

9.3 Under no circumstances can the Provider be held liable for damages to Customers or third parties arising from the use or inability to use the Service or the software. Any claims for damages (of all kind) are hereby expressly excluded.

10. General

10.1 The Provider may optionally modify these Terms of Service. The Customer will be informed of any changes on its administration console of the Threema Work website. The new Terms of Service shall be deemed tacitly accepted on the part of the Customer in absence of a written notice to the contrary within 30 days.

10.2 If one or more provisions of these Terms of Service are invalid, the validity of the entire Agreement shall not be affected. The invalid provision shall be replaced by the relevant statutory provision.

10.3 Place of jurisdiction shall be the competent court at the place of business of the Provider.