General Terms and Conditions (GTC) 

1. General Provisions and Scope 

(a)    IDENTT SWISS AG and IDENTT GmbH (IDENTT) offer software and database solutions for the verification of identity documents, banknotes, and identities, as well as for the authentication of persons and documents. 

(b)   These General Terms and Conditions (GTC) govern the offer, conclusion, content, and execution of contracts between IDENTT and its (potential) customers (each individually a customer or collectively the customers). The GTC form an integral part of all contracts concluded between IDENTT and the customer. 

(c)    The customer’s general terms and conditions or similar documents shall not apply, even if IDENTT does not explicitly reject them or even if the customer refers to the applicability of its own terms and conditions in its orders, confirmations, or other communications. 

(d)  In the event of any conflict between these GTC and an individually concluded contract (including accepted offers or service descriptions), the provisions of the individual contract shall take precedence. 

2. Offer Submission and Conclusion of Contracts 

(a)   Upon a customer’s request, IDENTT prepares an offer. Offers prepared by IDENTT are valid for 14 calendar days from the date of the offer unless explicitly stated otherwise in the offer and become automatically non-binding after this period. If the customer accepts the offer, they must notify IDENTT in writing within the validity period of the offer. 

(b)  A contract between IDENTT and the customer is concluded when the customer accepts the offer in due form and time, or when IDENTT explicitly or implicitly accepts the customer’s order by providing the services. 

3. Subject Matter of the Contract 

(a)   The scope of IDENTT’s offerings includes, but is not limited to, the following products: 

             (i) IDENTT Knowledge: A comprehensive database containing information on identity documents, banknotes, and other security-relevant objects. It includes descriptions, images, and security features of these documents and banknotes, as well as data verification tools compliant with ICAO  

              (ii) IDENTT Vision: A platform for automated identity verification that includes, among other components (the list is not exhaustive and subject to ongoing development): 

1. 1. 1. Vision API: Automatic verification of identity documents based on deep-learning OCR, available as SaaS or On-Premise. 
      2. Vision Upload: Non-API access to Vision. 
      3. Scan Upload: Add-on to IDENTT Knowledge for verifying PDF scans of ID documents via the Vision platform. 
      4. IDENTT Vision CU: Proprietary self-identification via web or mobile device. 
      5. Liveness Detection: Proprietary liveness check, available in Vision. 
      6. Face Service: Proprietary facial recognition technology, available in Vision. 

4. Prices, Invoicing, and Payment Terms  

(a)   The quoted prices apply exclusively to the services specified in the customer’s order. Additional services will be invoiced separately.  

(b)  Unless another currency is explicitly stated, all prices are in Swiss francs (CHF) and exclusive of statutory VAT. 

(c)  Invoices are due for payment within 30 calendar days from the invoice date without deduction, unless otherwise agreed. 

(d)   If an invoice is not paid within the agreed payment period, IDENTT will send the customer a reminder. If the customer does not settle the invoice within the deadline set in the reminder, they will automatically be in default. In the event of default, the customer owes interest of 5% per year. IDENTT explicitly reserves the right to claim further damages due to default, to withdraw from the contract, and to assert claims for damages. 

(e)  The customer is not entitled to withhold or offset payments due to warranty claims or other counterclaims. 

(f)   Product-based invoicing: Separate billing cycles and invoicing terms apply for individual products or services (e.g., IDENTT Knowledge, Scan Upload, IDENTT Vision), as defined in the respective product-specific agreement or offer. 

(g)   IDENTT Knowledge is invoiced annually in advance from the activation date. 

(h)  Scan Upload can optionally be added to IDENTT Knowledge. A minimum purchase volume with a corresponding base price applies. Usage beyond this volume will be billed retroactively at the end of the subscription period in accordance with the pricing model agreed in the offer. Unused volumes expire at the end of the respective subscription period and cannot be carried over into the following year. 

(i)   IDENTT Vision is subject to a monthly base fee and usage-based charges. Billing is done quarterly in arrears, unless expressly agreed otherwise. Details of the pricing structure and agreed usage terms are set out in the offer or a corresponding annex. 

5. Contract Duration and Termination  

5.1. General 

(a)   The contract duration varies depending on the product. Any deviations must be recorded in writing or in the order form. Terminations must be submitted in writing by letter or by email to invoice@identt.com. 

(b)  IDENTT is entitled, in any case, to terminate the contract with immediate effect by written notice if the customer enters bankruptcy, debt restructuring, receivership, or liquidation, or if circumstances arise that significantly impair the customer’s ability to fulfill its contractual obligations. 

5.2. IDENTT Knowledge 

(a) The subscription for IDENTT Knowledge runs for 12 months from the activation date and is automatically renewed for an additional 12 months each time. The contract for IDENTT Knowledge may be terminated by either party with three months’ notice to the end of the current subscription period. 

(b)  IDENTT may make changes or additions to the contract for the upcoming subscription period (e.g., price adjustments). Such changes or additions will be communicated to the customer in writing at least four months before the start of the next subscription period. If communicated later, the changes or additions will apply only to the following subscription period. If the customer does not object in writing within 30 calendar days of receiving the notice, the changes and additions will take effect as planned from the next subscription period. If the customer objects in time, IDENTT may terminate the contract without notice at the end of the current subscription period. 

(c)   IDENTT Knowledge customers may optionally add the paid Scan Upload module, which functionally belongs to the IDENTT Vision platform. The term of this add-on module corresponds to the term of the IDENTT Knowledge subscription. Unless otherwise agreed in writing, the same termination and renewal rules apply to the add-on module as to the main subscription. 

5.3. IDENTT Vision 

(a)   The subscription for IDENTT Vision runs for a calendar quarter and is automatically renewed unless the contracting parties have explicitly agreed otherwise in writing. The contract may be terminated by either party with one month’s notice to the end of a calendar quarter. 

(b)   If a contract is concluded during a calendar quarter, it begins as agreed. The initial term ends at the end of that calendar quarter.      

(c)    IDENTT may make changes or additions to the contract for the upcoming subscription period (e.g., price adjustments). Such changes or additions will be communicated to the customer in writing at least two months before the start of the next subscription period. If communicated later, the changes or additions will apply only to the following subscription period. If the customer does not object in writing within 30 calendar days of receiving the notice, the changes and additions will take effect as planned from the next subscription period. If the customer objects in time, IDENTT may terminate the contract without notice at the end of the current subscription period.

6. Warranty and Liability 

(a)   All information and products provided by IDENTT, including but not limited to IDENTT Knowledge, IDENTT Vision, and related services, are carefully researched and curated to ensure high accuracy and completeness. However, IDENTT does not warrant or guarantee that the provided products, data, or verification results are error-free, up-to-date, complete, consistent, continuously available, or suitable for a specific purpose. The products do not replace human judgment. It is the customer’s responsibility to assess the plausibility and appropriateness of the results generated by the products.  

(b)   IDENTT excludes all liability for the impossibility or limitation of service delivery, breaches of contract, or unauthorized acts.  

(c)   The customer is responsible for making informed decisions based on the data provided by IDENTT. IDENTT is not liable for direct or indirect damages resulting from the use of this information or verification tools, including but not limited to business interruptions, financial losses, or lost profits. 

(d)   IDENTT is not liable for service limitations, interruptions, or damages caused by the user of the service. This includes, among other things, strikes, lockouts, official levies, and similar events. 

(e)  Any further liability for damages or reimbursement of expenses beyond the provisions set out in this agreement is excluded, regardless of the legal basis of the asserted claims. In particular, IDENTT is not liable for indirect or consequential damages. 

(f)   The limitations of liability set out in this Section 6 do not apply if and to the extent that damage was caused by IDENTT intentionally or through gross negligence.  

7. Availability, Service Level Agreement (SLA), Updates 

(a)   The Service Level Agreement (SLA) is included as an annex. 

(b)  Updates are carried out regularly by IDENTT, usually at least once per month. In addition to updates, IDENTT reserves the right to expand, modify, or improve the services provided under this agreement. IDENTT is also entitled to reduce services, in particular by removing data and files from the server. 

(c)  Technical support is available to the customer in German and English via the email address support@identt.com.  

8. Customer Obligations 

(a)   The customer undertakes to use the products and documents provided by IDENTT exclusively within the scope of the contract. Products, their contents, or other data and documents provided by IDENTT may not be reproduced, modified, or made accessible to third parties beyond the agreed terms. 

(b)  The customer is responsible for ensuring the legality of the data processed using IDENTT products and for ensuring that the processing of such data is lawful. 

9. Use by Third Parties 

(a)   The use of IDENTT products, including but not limited to the IDENTT verification database, IDENTT Vision, and all related services, is strictly reserved for the customer and its authorized personnel. Any use by third parties or for the benefit of third parties, whether within or outside the customer’s organization, is strictly prohibited without the express written consent of IDENTT. 

(b)   If use by third parties is permitted, the customer must ensure strict compliance with all provisions of this agreement by the third party. The customer is fully liable for any damages caused by the third party as if they were caused by the customer. Should IDENTT suffer damage or face compensation claims due to unauthorized use, the customer shall indemnify IDENTT against all resulting claims or costs. 

10. Advertising and References 

(a)  For the duration of the contract, the customer grants IDENTT the non-exclusive and royalty-free right to use the customer’s company name, logo, and registered trademarks to identify the customer as a reference for the products and services it has received. This usage is limited to IDENTT’s marketing and promotional materials (including website, case studies, brochures, and presentations). Any further use requires the prior consent of the customer. Upon the customer’s request, IDENTT will immediately cease such reference usage. 

11. Force Majeure 

(a)  IDENTT is not liable to the customer for any breach of contractual obligations to the extent that such breach is due to force majeure. Force majeure refers to an unforeseen event beyond IDENTT’s control and not avoidable by reasonable means, which prevents IDENTT from fulfilling its contractual obligations or makes their fulfillment unreasonably difficult. This includes, in particular, wars, armed conflicts, natural disasters, terrorist acts, cyberattacks, epidemics and pandemics, governmental actions, fires, and power outages. 

(b)   In the event of force majeure, IDENTT is released from fulfilling the affected contractual obligations for the duration of the force majeure. If force majeure lasts for more than 4 calendar weeks, either party has the right to terminate the contract without notice. IDENTT accepts no liability for any costs incurred by the affected customer in connection with the termination of the contract. 

12. Data Protection 

(a)   Information about the processing of personal data by IDENTT can be found in the Privacy Policy, which is available at the following link: https://www.identt.com/data-privacy-statement/ 

(b)   If personal data is processed by IDENTT on behalf of the customer, such processing is governed by the Data Processing Agreement (DPA). The DPA is included as an annex. 

13. Confidentiality 

(a)   Both parties are obligated to treat all confidential information obtained in the context of this contract as confidential and not to disclose it to third parties. Confidential information includes, in particular, trade secrets, technical data, business processes, and non-public information about products, customers, or partners.  

(b)  The obligation of confidentiality does not apply to information: 

              (i) that was already publicly known at the time of disclosure or later becomes publicly known without breach of contract; 

              (ii) that was developed independently and without recourse to confidential information; 

              (iii) that must be disclosed due to legal obligations, court orders, or official requests, provided that the receiving party—where legally permissible—informs the other party in advance; 

              (iv) that is disclosed with the express consent of the disclosing party; 

              (v) that is shared with the receiving party’s agents or within the IDENTT group, provided the recipients are bound by confidentiality and the disclosure is necessary for contract fulfillment or customer service; or 

              (vi) that is shared with selected IDENTT cooperation partners for the purpose of initiating new business relationships. 

14. Changes to the General Terms and Conditions (GTC) 

(a)   IDENTT may amend the GTC at any time. Customers will be informed of changes to the GTC in an appropriate manner. If a customer does not object in writing within 30 calendar days, the new GTC shall be deemed accepted. The relevant date is the date on which the objection is received by IDENTT. In the event of an objection, IDENTT has the right to terminate the contract with the affected customer without notice. IDENTT accepts no liability for any costs incurred by the customer in connection with the termination of the contract. 

15. Final Provisions 

(a)   The term „in writing“ also includes declarations, notices, and/or documents exchanged electronically via email (text form without signature). 

(b)  Notices to IDENTT must be sent to the following address:
     IDENTT SWISS AG                    or                     IDENTT GmbH
     Fronwagplatz 13                                                 Arndtstrasse 16
     8200 Schaffhausen                                             22085 Hamburg
     Switzerland                                                          Germany
     Email: identt@identt.com 

(c)   The customer is not entitled to assign rights and obligations under the contract with IDENTT without prior written consent from IDENTT. IDENTT may assign rights and obligations under the contract with the customer to third parties (e.g., subcontractors) without the customer’s prior consent. 

(d)   If any provision of the contract between IDENTT and the customer is or becomes invalid, void, and/or unenforceable, the validity of the remaining provisions shall not be affected. The invalid, void, and/or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the intended economic purpose of the original. The same procedure shall apply in the event of contractual gaps. 

(e)   The place of performance is Schaffhausen, Switzerland. 

(f)    The contract between IDENTT and the customer is governed exclusively by Swiss law, excluding conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG). 

(g)    All disputes arising out of or in connection with the contract between IDENTT and the customer shall be subject to the exclusive jurisdiction of the courts at IDENTT’s registered office in Schaffhausen, Switzerland. IDENTT also reserves the right to assert claims against the customer before the courts at the customer’s place of residence or any other competent authority under applicable law.