20. febrero 2025

Terms of Service Threema Work

Threema Work

1. Subject Matter of the Agreement
2. Scope of Application
3. License to use the Service
4. Obligations of the Customer
5. Services of Threema
6. Usage Fees and Payment Conditions
7. Term and Termination
8. Data Protection and Security
9. Liability and Limitation of Liability
10. Threema Broadcast
11. Threema Gateway
12. Final Provisions

1. Subject Matter of the Agreement

1.1 “Threema Work” is an internet-based, cross-platform service for the secure exchange of messages, voice and video communication between users (hereinafter “Service”). The data transmission required for this is partly routed via servers owned by Threema GmbH (hereinafter “Threema Servers”). Threema GmbH does not operate any network infrastructure itself.

1.2 Depending on the license package selected, the Service also includes “Threema Broadcast” for one-to-many communication with users and “Threema Gateway” for linking a customer’s IT systems with software applications of Threema GmbH via a programming interface (API).

1.3 Threema Broadcast and Threema Gateway may also be used individually and independently of the Service via the corresponding offers of Threema GmbH.

1.4 Unless expressly stipulated otherwise hereinbelow in these Terms of Service or agreed otherwise in writing, Threema GmbH provides all of its services exclusively for remuneration.

2. Scope of Application

2.1 These Terms of Service constitute a legally valid agreement between the user of the Service (private individual or company, hereinafter “Customer”) and the provider of the service, namely Threema GmbH, a limited liability company under Swiss law, with registered office in Pfäffikon SZ (municipality of Freienbach), Switzerland (hereinafter “Threema”).

2.2 These Terms of Service apply to all rights and obligations of the parties in connection with the use of the Service. They also apply to the use of Threema Broadcast and Threema Gateway, unless otherwise stipulated in deviating or special provisions under Clause 10 (Threema Broadcast) and Clause 11 (Threema Gateway)

2.3 Deviating agreements to individual provisions must be made in writing in order to be valid.

3. License to use the Service

3.1 For the term of this agreement, the Customer is granted the non-exclusive, non-transferable, non-sublicensable and revocable right to use the Service and the software applications required for the use of the Service (hereinafter “Apps”) in line with the purpose of this Agreement and pursuant to these Terms of Service (hereinafter “Contractual Use”).

3.2 For the Contractual Use of the Service, the Customer acquires access authorizations in the form of licenses, which are combined in license packages. A valid license is required for each user of the Service. The Customer may define the access credentials associated with a license individually for each user or as global access credentials for all users.

3.3 A valid access authorization entitles a user of the Customer to download the Apps required for the Service and, by entering the access credentials, to activate and thus use the same.

3.4 The Customer may only use the Apps for operation via Threema Servers and within the scope of the Contractual Use of the Service. Likewise, the Service may only be used with Apps that have been approved by Threema for use of the Service.

4. Obligations of the Customer

4.1 The Customer is responsible for the use of the Service by its users to whom it has granted access authorizations (employees, business partners, etc.) and for compliance with any statutory and/or regulatory requirements.

4.2 The Customer is responsible for managing access credentials and passwords as well as encryption keys. Access credentials, passwords and encryption keys must be kept secret by the Customer and protected against unauthorized access by third parties.

4.3 The Customer must prevent unauthorized use of the Service and must inform Threema immediately of any unauthorized use or unauthorized access.

4.4 The Customer will indemnify Threema against any third-party claims asserted against Threema based on the culpable infringement of any third-party rights by its users or due to culpable conduct by its users in breach of statutory provisions or these Terms of Service.

4.5 The Customer undertakes to install any updates to the Apps on its users’ devices without delay. In return, the Customer is entitled to use the latest versions of the Apps.

4.6 The Customer is solely responsible for establishing and maintaining the telecommunications connection required for the Contractual Use of the Apps between itself and its users’ end devices and the Threema Servers.

4.7. The Customer will ensure that the users authorized to use the Apps are familiar with the proper operation of the Apps.

5. Services of Threema

5.1 Threema will provide the services that are part of the Service according to the current state of the art.

5.2 In particular, Threema will endeavor to deliver without delay all messages received for transmission.

5.3 Threema continuously develops the Apps and the Service. New features may be introduced and existing features may be replaced by new ones or removed without replacement.

5.4 The Customer may choose from various license packages that differ in terms of the scope of features and services. Threema is obliged to supply the features and services defined in the respective license package. However, Threema reserves the right to supplement or, if necessary, amend the scope of services at any time.

5.5 Guaranteed availability of the Service provided by Threema is defined in the description of the respective license package. If Threema is unable to meet the agreed availability, subject to the limitations of liability specified in Clauses 9.1 to 9.3, the Customer has the option to claim compensation from Threema pursuant to the following Clauses 5.6 or 5.7. The compensation will be credited to the Customer on the next invoice.

5.6 Amount of compensation under the license package “Professional” in case of unavailability of the Service in accordance with Clause 5.5 (non-cumulative):

Availability below 99.9%: 30% of the annual usage fee, retroactively for one year
Availability below 99%: 50% of the annual usage fee, retroactively for one year
Availability below 97%: 100% of the annual usage fee, retroactively for one year

5.7 Amount of compensation under the license package “Advanced” in case of unavailability of the Service in accordance with Clause 5.5 (non-cumulative):

Availability below 99.5%: 30% of the annual usage fee, retroactively for one year
Availability below 98%: 50% of the annual usage fee, retroactively for one year
Availability below 95%: 100% of the annual usage fee, retroactively for one year

5.8 For maintenance work, Threema may interrupt the use of the Service after informing the Customer in advance, including the expected time and estimated duration of the maintenance work. The Customer may be informed either by e-mail to its administrators of the Threema Work Management Cockpit or in the Threema Work Management Cockpit itself or via the public system status website of Threema at this link. Such interruptions will not be taken into account when calculating the agreed availability in accordance with Clauses 5.5 to 5.7.

5.9 Irrespective of the agreed availability, Threema endeavors to rectify interruptions in use as quickly as possible. Threema publishes the current system status at this link.

5.10 In the event of a culpable breach of statutory provisions or these Terms of Service by the Customer or a user or third party for whom the Customer is responsible, Threema has the right to temporarily suspend its Services in whole or in part.

6. Usage Fees and Payment Conditions

6.1 For all services provided by Threema, with the exception of free trial versions of the Service, the Customer is obliged to pay an annual usage fee. Payment of the usage fees must be made in advance. In the case of recurring usage fees, invoices are issued annually.

6.2 Invoices for usage fees must be paid by the specified due date or within the specified payment period at the latest, without deduction and excluding offsetting by the Customer. If an invoice contains neither a due date nor a payment period, it must be paid within 30 (in words: thirty) days of the date of issue at the latest. After expiry of this payment period, the Customer will be deemed in default without a payment reminder.

6.3 The first activation of the licenses will take place immediately after the full payment of the first usage fee has been received by Threema, but within 5 (in words: five) days at the latest.

6.4 If the Customer is in default, Threema may deactivate or discontinue its Services to the Customer at any time. Threema reserves the right to mandate third parties to enforce due monetary claims.

6.5 The currently valid usage fees can be found on the Threema website at this link. Threema reserves the right to adjust the annual usage fees and/or license packages to changing conditions at any time. Existing agreements remain unaffected by any adjustments.

6.6 If an increase in the annual usage fees is intended to affect an existing agreement, Threema must notify the Customer concerned at least 90 (in words: ninety) days before the end of the annual term. Notwithstanding the notice period in Clause 7.2, the Customer has a special right of termination of 30 (in words: thirty) days from notification of the increase to terminate the agreement at the end of the annual term.

6.7 The Customer is responsible for the correct payment of all taxes. Threema will levy and collect taxes where this is required by law.

7. Term and Termination

7.1 The agreement for the use of the Service is concluded for a term of one year. Unless terminated, the annual term of the agreement is automatically renewed for a term of one additional year at the end of each annual term. Free trial versions of the Service are not automatically renewed.

7.2 Both parties may terminate the agreement in writing at the end of the annual term subject to a notice period of at least 90 (in words: ninety) days prior to its expiration. Instead of a written notice of termination, the Customer may also terminate the agreement using the appropriate button in the Threema Work Management Cockpit.

7.3 A repayment, in full or pro rata temporis, of usage fees already paid in the event of premature termination of the agreement is excluded, except in the event of non-provision of the Service or complete discontinuation of the Service by Threema.

8. Data Protection and Security

8.1 Threema processes personal data collected in the course of using the Service exclusively in accordance with the respective applicable statutory provisions, in particular the Swiss Federal Act on Data Protection (FADP) and the EU Regulation 2016/679 (GDPR).

8.2 The parties automatically conclude a data processing agreement (“Data Processing Agreement”) upon acceptance of these Terms of Service. The Customer is in the role of the controller and Threema is in the role of the processor. The current version of Threema’s Data Processing Agreement at the time of acceptance of these Terms of Service will apply (available on the Threema website at the following link). In the event of inconsistencies between these Terms of Service and the Data Processing Agreement, the provisions of the Data Processing Agreement take precedence.

8.3 Threema warrants the security of the personal data processed on behalf of the Customer, taking into account financial and technical feasibility, by means of appropriate technical and organizational measures (“TOM”) in accordance with the current state of the art.

8.4 For its part, the Customer undertakes to comply in full with the statutory provisions relating to the handling of personal data in connection with the use of the Service.

9. Liability and Limitation of Liability

9.1 The transmission of data on the internet and especially on mobile devices may be hindered, delayed or made impossible by circumstances beyond Threema’s control. These include (non-exhaustive list): No reception, no connection to the internet or to the Service, internet disruptions of any kind (routing, DNS, etc.), hardware and software errors of receiving and network devices, DDoS attacks at the Customer or at Threema.

9.2 Any liability or compensation obligation of Threema in the event of limited usability of the Service for the reasons indicated in Clause 9.1 is hereby expressly excluded.

9.3 Under no circumstances may Threema be held liable for damages to the Customer or third parties resulting from the use or inability to use the Service or the Apps; claims for damages are excluded in all cases.

9.4 Claims for damages by the Customer (for direct, consequential and indirect damages) are excluded to the extent permitted by law. This exclusion also applies to the liability of auxiliary persons of Threema. Liability for damages caused by intentional or grossly negligent conduct remains reserved.

9.5 If for any reason the exclusion of liability specified in Clause 9.4 hereinabove is deemed invalid, the amount of liability is limited to 100% of the agreed annual usage fee.

9.6 The limitation and exclusion of liability applies both to contractual and to extra-contractual and/or quasi-contractual claims.

10. Threema Broadcast

10.1 In deviation from Clause 3.2, when using a separate offer for Threema Broadcast, the Customer acquires contingents of users as recipients to whom it can send messages via Threema Broadcast.

10.2 In deviation from Clause 4.2, Threema is responsible for managing the private key for the customer-specific “Broadcast ID”. The messages sent by the Customer with its Broadcast ID are encrypted by Threema and then forwarded to the intended recipient.

10.3 The customer-specific Broadcast ID required to use Threema Broadcast can be freely selected by the Customer for an additional fee, subject to availability. The Customer is responsible for ensuring that the selected Broadcast ID does not violate any legal and/or regulatory requirements and indemnifies Threema against any third-party claims based on the selected Broadcast ID. Threema reserves the right to reject applications for certain Broadcast IDs without giving reasons.

10.4 Quantitative restrictions apply to the use of the programming interface (API) of Threema Broadcast (hereinafter “Broadcast API”) (see technical documentation at this link) to avoid an excessive load on the Threema Servers. The use of the Broadcast API beyond these restrictions requires the written approval of Threema. Threema reserves the right to block access to the Broadcast API if these restrictions are exceeded.

10.5 In deviation from Clause 6.5, the currently valid usage fees for the use of a separate offer for Threema Broadcast can be found at this link. Threema reserves the right to adjust the annual usage fees to changed conditions at any time. Existing agreements remain unaffected by any adjustments. If an increase in the annual usage fees is intended to affect an existing agreement, Clause 6.6 applies analogously.

11. Threema Gateway

11.1 In deviation from Clause 3.2, when using a separate offer for Threema Gateway, the Customer acquires “Credits” to send messages to users via the programming interface (API) of Threema Gateway (hereinafter “Gateway API”).

11.2 In deviation from Clause 4.2, Threema is responsible for the management of the private key for the customer-specific “Gateway ID” for certain offers of Threema Gateway. In this case, the messages sent by the Customer with its Gateway ID will be encrypted by Threema and then forwarded to the intended recipient.

11.3 The customer-specific Gateway ID required to use Threema Gateway can be freely selected by the Customer, subject to availability. The Customer is responsible for ensuring that the selected Gateway ID does not violate any legal and/or regulatory requirements and indemnifies Threema against any third-party claims based on the selected Gateway ID. Threema reserves the right to reject applications for certain Gateway IDs without giving reasons.

11.4 Threema provides the Customer with sample source code for using the Gateway API free of charge. The costs for integration into the Customer’s IT systems are borne by the Customer. Threema assumes no liability for the compatibility of the sample source code with the Customer’s data, programs, configurations, etc.

11.5 Quantitative restrictions apply to the use of the Gateway API in order to avoid an excessive load on the Threema servers and spamming. If the number of messages received by a Gateway ID exceeds the number of messages sent by a factor of 10 (in words: ten), Threema may charge an additional fee of 1 (in words: one) Credit per message received.

11.6 In deviation from Clause 6.5, the currently valid fees for the use of a separate offer for Threema Gateway can be found at this link. Threema reserves the right to adjust the fees to changing conditions at any time. If an increase in the fees leads to a devaluation of Credits already paid by the Customer, the Customer has the right to demand a refund from Threema of the price paid for its Credits still available at the time of the increase coming into force within 30 (in words: thirty) days of the increase coming into force.

11.7 In deviation from Clause 7.1, an agreement on the separate use of Threema Gateway is concluded for an indefinite term.

11.8 In deviation from Clause 7.2, both parties may terminate an agreement on the separate use of Threema Gateway in writing at the end of a month subject to a notice period of at least 30 (in words: thirty) days.

12. Final Provisions

12.1 Threema may amend these Terms of Service from time to time. The Customer will be informed in advance of any amendments in the Threema Work Management Cockpit. If a separate offer for Threema Broadcast or Threema Gateway is used, this information is provided analogously via the respective user interface. Unless the Customer notifies Threema to the contrary, the amended Terms of Service will be deemed to have been accepted after a period of 30 (in words: thirty) days.

12.2 Should one or more provisions of these Terms of Service be deemed invalid, this will not result in the invalidity of the entire agreement. The invalid provision will be replaced by the relevant statutory provision.

12.3 Unless otherwise agreed, the registered office of Threema is the place of performance.

12.4 These Terms of Service are governed by the substantive laws of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.5 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this agreement is the registered office of Threema in Pfäffikon SZ (municipality of Freienbach).

12.6 In the event of inconsistencies between the German and English version of these Terms of Service, the German version will prevail.