Asignu Platform Terms & Conditions

The Administrator shall make these Terms and the applicable pre-contract information available before the Customer becomes bound. The Customer may download or save the Terms. The Administrator shall retain records of the version accepted and may provide confirmation by email or through the Account.

The Agreement is concluded when the Customer completes the acceptance step indicated on the Platform, activates a paid Service or signs an Order Form, whichever occurs first. The mere receipt of an automated acknowledgement does not alter the time at which the Agreement is concluded under applicable law.

Before placing an online order, the Customer shall be given a reasonable opportunity to review the relevant details and correct input errors. The language of the Agreement is English unless another language is expressly offered and selected.

A person accepting the Agreement on behalf of an entity represents that the person has authority to bind that entity. A User acting on behalf of a Customer must remain duly authorised throughout the relevant use of the Platform.

The Agreement governs only the provision of the Services. The Administrator is not a party to, and does not determine the validity or content of, any agreement or declaration contained in a Document between Customers, Users, Signatories or third parties.

In the event of conflict, the following order of precedence applies unless an Order Form expressly states otherwise:

1. (a)a negotiated Order Form;
2. (b)the DPA for matters concerning processing on behalf of the Customer;
3. (c)service-specific terms;
4. (d)these Terms; and
5. (e)the Price List and general website information.

Mandatory statutory rights, including Consumer rights, prevail over any inconsistent provision of the Agreement.

To use the Platform, the User must have:

1. (a)a reliable internet connection supporting HTTPS;
2. (b)a current, commonly used web browser with secure connections and cookies or equivalent session technologies enabled where required;
3. (c)software capable of opening the file formats used in the relevant process; and
4. (d)access to a functioning email address and, where required, a telephone number.

Certain Services, including qualified electronic signature Services, may require additional hardware, software, identification procedures, certificates or a separate agreement with a trust service provider. Those requirements shall be disclosed before the relevant Service is used.

Registration may require an email address, telephone number, activation link or other verification step. The Customer and each User must provide complete, accurate and current information and promptly update it.

A Customer may authorise Users to operate within its Account. The Customer is responsible for assigning appropriate permissions, removing access that is no longer required and ensuring that its Users comply with the Agreement. Acts performed through a Customer’s Account are treated as acts of the Customer unless caused by the Administrator’s breach or a security failure within the Administrator’s control.

Users must keep credentials confidential, use reasonable security measures and must not allow another person to use their credentials. The User must promptly notify the Administrator at support@asignu.com of suspected unauthorised access, credential disclosure or Account compromise.

The Platform may permit registration or login through a related third-party identity or authentication service. The use of that service may be subject to separate terms and privacy information. The Administrator is not responsible for the independent operation of the third-party service, but remains responsible for the Platform integration within its control.

A Guest User may be permitted to review or sign a Document through a secure link, access code, email address, telephone number or other authentication method. The Guest User must use the link solely for the intended Document and must not forward or disclose it to an unauthorised person.

The Customer and Users must not use the Platform to:

1. (a)violate applicable law, court orders, sanctions, third-party rights or the Agreement;
2. (b)submit false identity or authority information, impersonate another person or act without the required authority;
3. (c)upload malware, malicious code or content intended to disrupt, overload, probe or gain unauthorised access to systems, Accounts or data;
4. (d)send unsolicited commercial communications, operate an unlawful document or identity scheme, or facilitate fraud;
5. (e)scrape, systematically extract, aggregate or commercially republish Platform data, except through an authorised API or with the Administrator’s written permission;
6. (f)reverse engineer, decompile or attempt to discover source code, models, security mechanisms or non-public interfaces, except to the limited extent such restriction is prohibited by law; or
7. (g)interfere with other Users’ use of the Platform or circumvent plan limits, access controls or security features.

The Customer must not upload or otherwise process Restricted Data through the Platform unless the Administrator has expressly permitted the relevant category and use case in a written Order Form or DPA amendment. Any permission given by the Administrator does not establish the lawfulness of the Customer’s processing and does not replace the Customer’s obligation to identify an appropriate legal basis, satisfy Articles 9 or 10 GDPR where applicable, comply with rules protecting children and implement appropriate safeguards.

Where the Administrator has reasonable grounds to suspect a breach of Article 4.2, it may request proportionate compliance information and may reject, quarantine, restrict access to or delete the affected Customer Content. Where reasonably practicable, the Administrator shall notify the Customer and allow a reasonable opportunity to remedy the breach, unless immediate action is required by law, security, protection of affected persons or prevention of harm.

The Administrator is not required to conduct general or systematic monitoring of Customer Content. Any review shall be limited to what is reasonably necessary to provide the Services, respond to support requests, protect the Platform, investigate suspected misuse or comply with law.

The Customer is responsible for the legality, accuracy and integrity of Customer Content and for obtaining all necessary rights, notices and permissions before submitting personal data or third-party content to the Platform.

Depending on the selected plan and technical configuration, the Platform may provide:

1. (a)electronic signing and approval workflows;
2. (b)electronic sealing;
3. (c)Document storage and sharing;
4. (d)evidence and audit records;
5. (e)signature or seal verification tools;
6. (f)durable-medium access to digital Documents; and
7. (g)AI Features.

An electronic signature may not be denied legal effect or admissibility as evidence solely because it is electronic or does not meet the requirements for a qualified electronic signature. A qualified electronic signature has the equivalent legal effect of a handwritten signature under eIDAS. The legal effect of any other electronic signature depends on the applicable law, the relevant transaction, the evidence available and the circumstances of use.

The Platform may support different signature methods. A method shall be described as an “advanced electronic signature” only where the relevant implementation is intended to meet the requirements of Article 26 eIDAS. A method shall be described as a “qualified electronic signature” only where it is created using a qualified electronic signature creation device and is based on a qualified certificate issued by a qualified trust service provider.

Where a qualified electronic signature, qualified electronic seal or other qualified trust service is available, the relevant qualified trust service provider, service conditions and any separate identification requirements shall be identified before use. Unless expressly identified as a qualified trust service provider for the relevant Service, the Administrator does not itself represent that it provides that qualified trust service.

A platform-level electronic seal or digital certificate applied by the Administrator to a completed Document may evidence document origin, integrity or completion. It is distinct from each Signatory’s electronic signature and shall not be presented as a qualified electronic seal unless the applicable eIDAS requirements are met and the qualified status is expressly disclosed.

The Asignu Certificate or Signature Card may include identifiers, timestamps, authentication methods, technical validation results and signing events. It is an evidence report and does not independently establish a Signatory’s authority, contractual capacity or the substantive validity of the Document.

The Administrator may provide general information about signature types and Platform functionality, but does not provide legal advice. The Customer is responsible for determining whether a particular transaction requires a specific signature type, formality, witness, notarisation, registration, retention period or other legal requirement.

Functionalities identified as “LABS”, beta, preview or experimental may be incomplete, may change or be discontinued, and may be subject to additional notices. They shall not be used for critical processes unless the Customer has independently assessed their suitability. Mandatory Consumer rights remain unaffected.

The Platform may accept files in formats displayed in the applicable upload interface, including PDF, DOC, DOCX, XLS, XLSX, ODS and ODT. The Platform may convert non-PDF files into PDF for display and signing. Conversion may affect pagination, fonts, formulas, fields, embedded objects or other presentation elements.

Before initiating the signing process, the Customer or initiating User must review the final version displayed by the Platform and confirm that it accurately reflects the intended Document. The version displayed immediately before signing, together with any clearly identified integral attachments, is the version submitted for signature.

The Customer may identify files as reference attachments that are available for viewing or download but do not form part of the Document to be signed. The Platform shall distinguish such files from integral attachments where the functionality permits.

The Customer or initiating User determines the recipients, roles, signing order, authentication method and access permissions. The Customer bears the risk of inaccurate recipient information, except to the extent caused by a Platform defect within the Administrator’s control.

Each person signing on behalf of another person or entity must have the necessary authority. The Administrator does not verify corporate authority, powers of attorney, legal capacity or internal approval requirements unless a specific verification Service expressly states otherwise.

By selecting “Sign”, “Approve”, “Accept”, “Initial” or an equivalent action after being given access to the Document, the User performs the electronic act indicated by the interface. The legal consequences of that act depend on the Document, the User’s authority and applicable law.

Where all required Signatories complete the indicated steps, the Platform may generate a completed Document and associated evidence record. Completion within the Platform does not prevent a party from relying on mandatory legal rights or challenging a Document on grounds available under applicable law.

Users must read the full Document, including content requiring separate software, before acting. AI Output, previews, notifications and summaries do not replace the Document itself.

Certain Services are provided for a fee. The applicable price, taxes, billing period, plan limits, renewal terms and payment method shall be disclosed in the Price List, checkout flow or Order Form before the Customer becomes bound.

The Customer authorises the Administrator and its payment service provider to charge the agreed amounts using the selected payment method. Electronic invoices shall be made available through the Account or sent electronically.

Unless otherwise stated, fees are exclusive of VAT and other applicable taxes. The Customer is responsible for taxes that the Administrator is legally required to charge, excluding taxes on the Administrator’s income.

A Subscription renews automatically only where this is clearly disclosed before purchase. The Customer may cancel renewal through the Account or another method indicated by the Administrator. Cancellation takes effect at the end of the current paid period unless mandatory law or the Order Form provides otherwise.

If payment is overdue, the Administrator may give notice and a reasonable opportunity to pay before suspending paid functionality. Immediate suspension is permitted where payment fraud, chargeback abuse or a material security risk is reasonably suspected. Consumer remedies and mandatory notice requirements remain unaffected.

Refunds are provided where required by law, these Terms, the applicable Order Form or an express refund policy. Nothing in this Article limits a Consumer’s right of withdrawal or statutory remedies for non-conforming digital services.

AI Features are optional assistive tools. AI Output may be inaccurate, incomplete, misleading or unsuitable for the Customer’s purpose. AI Output does not constitute legal, financial, tax, employment or other professional advice.

The original Document always prevails over AI Output. Customers and Users must independently review the full Document and verify all AI Output before relying on it, placing signature fields, applying template variables or taking any action with legal or similarly significant effects.

AI Features are not intended to make decisions on behalf of Customers or Users, determine legal rights, assess legal capacity or replace human review. The Administrator is not responsible for a decision made solely in reliance on AI Output, except to the extent liability cannot lawfully be excluded or the loss results from a defect in the Administrator’s own technical implementation for which it is liable under Article 17.

The Platform shall identify AI-generated or AI-assisted output in a clear manner where required. The Administrator may apply machine-readable markings or other technical transparency measures where required by applicable law, including Regulation (EU) 2024/1689 (the EU AI Act). Users must not remove or conceal a legally required disclosure or marking.

The Administrator shall not use Customer Documents or their content to train a model for general use or for the benefit of other customers unless the Customer has expressly opted in under separate, clear terms. Processing necessary to provide, secure, troubleshoot or improve the Customer’s own use of the AI Features remains subject to the Privacy Policy, the DPA and the confidentiality obligations in these Terms.

The Customer must not use AI Features to generate unlawful content, circumvent professional obligations, process Restricted Data contrary to Article 4, or create a misleading impression that AI Output has been reviewed or approved by the Administrator.

The Administrator processes personal data in accordance with applicable data protection law, including Regulation (EU) 2016/679 (GDPR). The Privacy Policy explains processing for which the Administrator acts as an independent controller, including Account administration, billing, security, fraud prevention, service communications and legal compliance.

Where the Customer determines the purposes and means of personal data contained in Customer Content, the Customer acts as controller and the Administrator acts as processor. Where the Customer processes such data on behalf of a third-party controller, the Customer acts as processor and the Administrator acts as its Sub-processor. In either case, processing by the Administrator on the Customer’s behalf is governed by the DPA, which is incorporated into the Agreement and may be downloaded or requested from the Administrator.

The DPA includes the subject matter, duration, nature and purpose of processing, categories of data subjects and personal data, documented-instruction requirements, confidentiality, security, assistance, breach notification, Sub-processor, international-transfer, audit and deletion obligations required by Article 28 GDPR.

The Customer is responsible for providing legally required privacy notices, identifying a valid legal basis, responding to data subjects and ensuring that its instructions comply with data protection law. The Administrator shall inform the Customer if, in its reasonable opinion, an instruction infringes applicable data protection law, unless prohibited from doing so.

If there is a conflict concerning processing on behalf of the Customer, the DPA prevails over these Terms. Nothing in the Agreement restricts the rights of data subjects or powers of supervisory authorities.

Each party receiving non-public information from the other party shall keep that information confidential and shall use it only to perform or receive the Services, exercise rights under the Agreement, protect legal interests or comply with law.

Customer Content, Documents, access credentials, non-public business information and security information are confidential information of the Customer or relevant third party. The Platform’s non-public technology, documentation, security information, pricing and business information are confidential information of the Administrator.

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

1. (a)is or becomes public without breach;
2. (b)was lawfully known without restriction;
3. (c)is received lawfully from a third party without confidentiality duty; or
4. (d)is independently developed without use of the disclosing party’s confidential information.

The Administrator may permit access to Customer confidential information only to personnel, contractors and Sub-processors who need access for the permitted purpose and are bound by appropriate confidentiality obligations.

Where disclosure is required by law or a binding authority order, the receiving party may disclose the minimum required information and, where legally permitted, shall give prior notice and reasonable assistance to the disclosing party.

These confidentiality obligations continue for as long as the information remains confidential. Trade secrets shall be protected for as long as they retain trade-secret status under applicable law.

The Administrator and its licensors retain all intellectual property and other rights in the Platform, software, interfaces, workflows, documentation, designs, trademarks and service-generated technology (“Administrator Materials”). Except for the limited right to use the Services under the Agreement, no rights are transferred to the Customer.

The Customer and relevant third parties retain their rights in Customer Content. The Customer grants the Administrator a non-exclusive, worldwide, royalty-free licence, limited to the term and purposes of the Agreement, to host, reproduce, convert, transmit, display, index, back up and otherwise technically process Customer Content only as necessary to provide, secure, support and lawfully operate the Services.

The Administrator shall not use a Business Customer’s name, logo or trademark in marketing, customer lists, case studies or public endorsements without prior written permission. Use within the Account, signing interface, communications or Documents for the purpose of providing the Services is permitted.

Subject to applicable law and third-party rights, the Customer may use AI Output generated for that Customer. The Administrator does not guarantee that AI Output is unique, eligible for intellectual property protection or free from similarity to output generated for others.

If the Customer voluntarily provides feedback that is not identified as confidential, the Administrator may use it to improve the Services without restriction or payment, provided that the Administrator does not identify the Customer publicly without permission.

The Customer must not remove proprietary notices, use Administrator trademarks without permission, or use the Platform to infringe intellectual property rights. The Administrator may act on properly substantiated infringement notices in accordance with applicable law.

The Administrator shall implement and maintain appropriate technical and organisational measures proportionate to the risks of the Services and the personal data processed. Additional processor security obligations are set out in the DPA.

The Administrator shall use reasonable efforts to maintain the availability and integrity of the Platform. The Platform may be unavailable for planned maintenance, emergency maintenance, security measures, internet or telecommunications failures, third-party service failures or events outside reasonable control. Any specific service level applies only if stated in an Order Form or service-level agreement.

The Administrator may make security updates, patches or technical changes without prior notice where reasonably necessary to protect Users, Customer Content or the Platform. Where practicable, planned maintenance that materially affects use shall be notified in advance.

Some Services depend on third parties, including trust service providers, identity providers, email or SMS providers, hosting providers and payment processors. Their separate terms may apply where disclosed. The Administrator remains responsible for its selection, instructions and integration of processors and Sub-processors to the extent required by law and the DPA.

The Customer is responsible for its own devices, network security, endpoint protection, internal access controls and backups of downloaded Documents.

Unless a longer period is required by law or stated in the Price List or Order Form, the Administrator shall retain each completed or signed Document, together with its associated audit trail, for as long as the Customer’s Account remains active. The Customer may delete Documents earlier where the functionality permits, subject to legal holds, security requirements and backup cycles.

Where an Account closure or termination becomes final (see Article 14.1), the Administrator shall retain completed Documents and associated audit trails for a limited period following closure (currently targeted at 30–90 days, as set out in the Privacy Policy) to allow for export under Article 13.4, after which they will be deleted or anonymised in accordance with Article 13.5, unless a longer period is required by law or separately agreed with the Customer. During that period, access may remain conditional on payment of fees properly due, except where mandatory Consumer law requires otherwise.

The Customer is solely responsible for long-term archiving beyond the applicable Platform retention period and for compliance with tax, accounting, employment, regulatory, evidentiary or sector-specific record-retention duties. The Administrator recommends downloading completed Documents and associated evidence records promptly.

Before the end of the applicable retention period or, where later, for 30 days after ordinary termination, the Customer may export available Documents using the Platform’s standard functionality. The Administrator may provide reasonable export assistance subject to the applicable plan or agreed fees.

After the applicable export and retention periods, the Administrator may delete or anonymise Customer Content from active systems. Residual copies may remain in secure backups until overwritten in the ordinary backup cycle and shall remain protected and unavailable for ordinary use. Data shall be retained longer where required by law, a binding legal hold or the defence of legal claims.

If the Account is suspended or terminated for unlawful content, fraud, serious security risk or a binding legal requirement, the Administrator may restrict export or delete affected content sooner to the extent reasonably necessary and legally permitted. Where possible, the Customer shall be informed.

The Customer may terminate an indefinite free Account at any time through the Account settings or by contacting support. A paid Subscription may be cancelled in accordance with Article 7 and the applicable Order Form. Following a request to terminate an Account, the Account is deactivated immediately, but the termination does not become final for 14 days, during which the Customer may log in and cancel the termination. Where the Customer instead submits a specific request for erasure of personal data under applicable data protection law, that request shall be actioned without undue delay and within the statutory period, irrespective of this 14-day period.

The Administrator may suspend affected access where reasonably necessary to:

1. (a)address a material breach;
2. (b)prevent fraud, unlawful use or a security incident;
3. (c)protect Users, third parties or the Platform;
4. (d)comply with law or a binding authority order; or
5. (e)address overdue payment after notice under Article 7. Suspension shall be proportionate and limited to the affected Account, User, Document or functionality where reasonably possible.

Except where immediate action is reasonably required, the Administrator shall give notice of the reason for suspension and a reasonable opportunity to remedy the issue. The Administrator shall restore access when the relevant reason has been adequately resolved.

Either party may terminate the Agreement for a material breach that is not remedied within 15 days after written notice, or immediately where the breach is incapable of remedy. The Administrator may terminate immediately for fraud, repeated unlawful use, serious security abuse or conduct that exposes the Platform or others to material legal risk.

For an indefinite Business Customer agreement, the Administrator may terminate for convenience on at least 30 days’ notice. The Administrator shall not terminate an active prepaid fixed term for convenience without providing continued access for the paid term or a pro rata refund for the unused period. Consumer agreements may be terminated by the Administrator only in accordance with mandatory law and the disclosed contractual conditions.

On termination:

1. (a)the Customer’s right to initiate new use of the Services ends;
2. (b)accrued payment obligations remain due;
3. (c)retention, export and deletion are governed by Article 13 and the DPA; and
4. (d)provisions intended by their nature to survive, including confidentiality, intellectual property, liability, indemnity, payment and dispute provisions, continue to apply.

A Customer, User or represented entity may submit a complaint concerning the Services by email to support@asignu.com or by post to the Administrator’s registered address. The complaint should identify the Account or contact details, relevant Document where applicable, the issue and the requested resolution.

The Administrator may request information reasonably necessary to investigate the complaint. Internal complaints shall normally be answered within 30 days. Any shorter mandatory statutory deadline, including a deadline applicable to the Portuguese Electronic Complaints Book, shall prevail. A failure to complain within a contractual period does not waive or limit mandatory legal rights or limitation periods.

Consumers may use the Portuguese Electronic Complaints Book at www.livroreclamacoes.pt. Use of the Administrator’s internal support process is not a precondition to exercising a statutory right or using the Electronic Complaints Book.

Under Portuguese Law No 144/2015, Consumers may contact an available consumer alternative dispute resolution entity. For the Administrator’s place of establishment in Leiria, the relevant entity is currently: CNIACC – Centro Nacional de Informação e Arbitragem de Conflitos de Consumo, www.cniacc.pt, email geral@cniacc.pt, without prejudice to another entity being competent based on the Consumer’s domicile, place of contracting or applicable law.

The former European Online Dispute Resolution platform is not available. Nothing in this Article prevents the Consumer from using another legally available complaint, mediation, arbitration, administrative or judicial mechanism.

Consumers benefit from mandatory rights concerning the conformity of digital content and digital services, including rights to have a lack of conformity remedied and, where applicable, to a price reduction or termination under Portuguese Decree-Law No 84/2021. These Terms do not replace or restrict those rights.

A Consumer who concludes a distance contract with the Administrator generally has 14 days from conclusion of the contract to withdraw without giving a reason, subject to the conditions and exceptions in Portuguese Decree-Law No 24/2014 and other applicable law.

The Consumer may exercise the right by sending an unequivocal statement to support@asignu.com or the Administrator’s registered address before the withdrawal period expires. The Consumer may use the model form in Annex 2 but is not required to do so. Where an electronic withdrawal function is offered and used, receipt shall be confirmed on a durable medium within the statutory period.

Where the Consumer requests that a paid service begin during the withdrawal period, the Administrator shall obtain the Consumer’s express request on a durable medium. If the Consumer then withdraws before full performance, the Consumer may be required to pay a proportionate amount for the service supplied up to withdrawal, provided the statutory information and requirements have been satisfied.

For a service contract, the Consumer loses the right of withdrawal only after the service has been fully performed and only where performance began with the Consumer’s prior express consent and acknowledgement that the right would be lost after full performance, as required by law.

For digital content not supplied on a tangible medium, the Consumer loses the right of withdrawal when performance begins only if the Consumer has given prior express consent, acknowledged the resulting loss of the right and received the legally required contract confirmation.

The act of opening, reviewing or signing a Document does not, by itself, constitute a waiver of the Consumer’s statutory right of withdrawal. The legal effect depends on the type of Service, whether it has been fully performed and whether all statutory consent and confirmation requirements have been met.

Following withdrawal, the Administrator shall reimburse amounts received within the statutory period using the original payment method unless otherwise agreed, subject to any lawful proportionate payment under Article 16.3.

The Administrator is responsible under applicable law for direct loss caused by its failure to perform the Agreement or defective performance, including defects or malfunctions in the Administrator’s own technical implementation of signature, sealing, authentication, Document integrity or workflow mechanisms.

The Administrator is not responsible for:

1. (a)the content, legality or commercial suitability of a Document;
2. (b)the truth or accuracy of information supplied by Customers, Users or third parties;
3. (c)a Signatory’s authority, capacity or intent;
4. (d)the Customer’s selection of an unsuitable signature type where the Platform accurately described the available method;
5. (e)loss caused by the Customer’s device, network, credentials, instructions or recipient error; or
6. (f)third-party services outside the Administrator’s reasonable control, except to the extent the Administrator is legally responsible for selection, integration, instructions or Sub-processors.

Consumer liability. Nothing in the Agreement excludes or limits liability, remedies or rights that cannot lawfully be excluded or limited. In particular, no provision limits mandatory rights relating to conformity of digital services, data protection, withdrawal, death or personal injury, fraud, wilful misconduct or gross negligence.

Business Customer exclusions. To the maximum extent permitted by law, the Administrator shall not be liable to a Business Customer for indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings or goodwill, whether arising in contract, tort or otherwise. Loss of data is excluded only to the extent that the loss could reasonably have been avoided by the Business Customer’s required backups; this does not exclude reasonable restoration costs directly caused by the Administrator’s breach.

Business Customer cap. Subject to Article 17.6, the Administrator’s aggregate liability to a Business Customer arising out of or in connection with the Agreement in any rolling 12-month period shall not exceed the greater of: (a) the fees paid or payable by that Customer for the affected Services during the 12 months preceding the event giving rise to liability; and (b) EUR 500.

The exclusions and cap in Articles 17.4 and 17.5 do not apply to:

1. (a)death or personal injury caused by the Administrator where liability cannot be excluded;
2. (b)fraud or fraudulent misrepresentation;
3. (c)wilful misconduct or gross negligence;
4. (d)breach of confidentiality or data protection obligations resulting from wilful misconduct or gross negligence; or
5. (e)any liability that cannot be excluded or limited under applicable law, including the Portuguese regime on standard contractual terms.

No disclaimer relating to AI Features excludes liability for a defect in the Administrator’s own technical implementation or for breach of a mandatory legal obligation. The Customer’s duty to review AI Output is relevant only to causation, mitigation and the allocation of risks that may lawfully be allocated.

This Article applies only to Business Customers. The Business Customer shall indemnify the Administrator against a third-party claim, final court award or agreed settlement arising directly from:

1. (a)unlawful Customer Content;
2. (b)infringement of third-party intellectual property or privacy rights by Customer Content;
3. (c)the Business Customer’s breach of Article 4.2 concerning Restricted Data; or
4. (d)a User acting without authority due to the Business Customer’s failure to manage its Account, except to the extent caused by the Administrator’s breach.

The indemnity applies only if the Administrator:

1. (a)promptly notifies the Business Customer of the claim;
2. (b)provides reasonable cooperation at the Business Customer’s cost;
3. (c)allows the Business Customer to control the defence and settlement, subject to the Administrator’s right to participate with its own counsel; and
4. (d)does not admit liability or settle without consent, such consent not to be unreasonably withheld. No settlement may impose non-monetary obligations, admissions or restrictions on the Administrator without its consent.

The Business Customer is not liable under this Article to the extent the claim results from the Administrator’s unauthorised modification, unlawful processing, failure to follow lawful instructions or other breach of the Agreement.

The Administrator may amend the Terms or Services for a valid reason, including changes in law, regulatory requirements, security, misuse prevention, technology, third-party dependencies, functionality, pricing, service scope or editorial clarification.

The Administrator shall notify registered Customers by email or through the Account at least 30 days before a material change takes effect, unless a shorter period is reasonably required by law, a binding authority order, an urgent security issue or prevention of material harm. Non-material editorial changes may take effect on publication.

A price increase applies only to a future billing period or renewal unless the Customer expressly agrees otherwise. A Business Customer that does not accept a material change may terminate the affected indefinite Service before the change takes effect, without penalty, subject to payment for Services already supplied.

For a Consumer contract involving continuous supply of digital content or a digital service, a modification beyond what is necessary to maintain conformity shall be made only where the contract permits it for a valid reason, no additional cost is imposed and the Consumer is clearly informed. If the modification negatively affects access or use beyond a minor extent, the Consumer shall receive advance notice on a durable medium of the characteristics and timing of the change and any statutory right to terminate, including the applicable 30-day period under Portuguese Decree-Law No 84/2021, unless the Consumer may retain the unmodified conforming Service without additional cost.

Where applicable law requires express acceptance of a change, continued use shall not replace that acceptance. The Administrator shall retain access to prior versions or records sufficient to identify the version applicable to a Customer.

The Agreement is governed by Portuguese law, without prejudice to mandatory conflict-of-laws rules.

A Consumer is not deprived of the protection of mandatory provisions of the law of the country in which the Consumer is habitually resident where that protection applies under Regulation (EC) No 593/2008 (Rome I) or other applicable law.

For disputes with Business Customers, the courts of Leiria, Portugal, shall have exclusive jurisdiction, unless the parties have agreed a different valid forum in an Order Form or mandatory law provides otherwise.

A Consumer may bring proceedings in any court competent under applicable consumer and jurisdiction rules, including the courts of the Consumer’s domicile where provided by law. Article 15 concerning complaints and ADR remains available.

Notices. Notices to the Customer may be sent by email to the address associated with the Account or made available through the Account. Legal notices to the Administrator may be sent to its registered address or support@asignu.com, unless a specific address is stated for the relevant matter. Customers must keep contact details current.

Assignment. The Customer may not assign the Agreement without the Administrator’s prior written consent, not to be unreasonably withheld for a genuine business reorganisation. The Administrator may assign the Agreement as part of a merger, reorganisation or transfer of the relevant business, provided that this does not reduce mandatory Consumer rights or data protection safeguards and the Customer is informed where required.

Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided that the affected party takes reasonable steps to mitigate the effect. This does not excuse payment already due or limit mandatory Consumer remedies where a digital service is not supplied or is non-conforming.

Entire agreement. The Agreement constitutes the entire agreement regarding the Services and supersedes prior proposals or communications on the same subject, without excluding liability for fraud or binding pre-contract information that cannot lawfully be excluded.

No waiver. A delay or failure to enforce a right is not a waiver. A waiver must be express and applies only to the specific circumstance stated.

Severability. If a provision is invalid or unenforceable, it shall be interpreted or reduced only to the minimum extent necessary, and the remaining provisions remain effective. For Consumers, the applicable mandatory rule shall replace the invalid provision where required.

No partnership. The Agreement does not create a partnership, agency, employment relationship or fiduciary relationship between the parties. A User’s authority to act for a Customer arises from the Customer, not from the Administrator.

Electronic communications and records. The parties agree that contractual communications, confirmations, invoices and records may be provided electronically and retained in electronic form, subject to applicable durable-medium and evidentiary requirements.

Contact. Questions about the Agreement or Services may be sent to support@asignu.com.