1. Scope and Applicability

1.1 These General Terms and Conditions (GTC) govern the licensing and provision of the on-premise software solution (the "Software") by PDF Tools AG ("Provider") to the Customer named on the Order Form ("Customer").

1.2 These GTC apply in addition to any specific agreements between the Provider and Customer, including the Provider’s End User License Agreement (EULA).

1.3 Upon conclusion of the License Agreement, Licensee acknowledges and agrees to the application of the GTC. Should Licensee not agree with the provisions set forth in the GTC, Licensee is not entitled to use any Software from Licensor.

1.4 In the case of any inconsistencies or conflict in provisions listed above, the following Order of Precedence shall apply: The License Agreement and then the GTCs referenced above. The GTC’s of the Licensee will only apply in third order in the event that the Licensor explicitly accepts to be bound by them, fulfilling a Purchase Order issued by the Licensee does not constitute acceptance of the Licencee’s GTCs by the Licensor.

2. Description of Services

2.1 The Provider grants the Customer a non-exclusive, non-transferable, and limited license to install and use the Software within its own infrastructure, unless otherwise agreed in a separate written agreement.

2.2 The Software is deployed on-premise, meaning it is installed and operated on the Customer’s own hardware or their cloud services. It is not hosted by the Provider or a third-party cloud service managed by the Provider.

3. Subscription as a Service (SaaS) and Annual License Fees

3.1 The Software licenses are issued on a subscription basis, with the duration and volume defined in the Order Form issued to the Customer. 

3.2 Unless specified otherwise in the Order Form, the purchased License can be activated via a License Key received from Licensor either on the Licensor’s customer portal or by e-mail permitting the use of the Software within the scope of the respective License only upon the full payment of applicable License Fees.

3.3 The Annual Licensee Fee covers usage rights, access to updates, and maintenance during the defined period.

3.4 The Annual License Fees do not include any taxes (e.g. value-added tax (VAT)), custom duties or other charges imposed directly or indirectly by governmental authorities of any jurisdiction. Such taxes, custom duties or other charges, if any, will be separately identified in Customer’s invoice and shall be paid by the Customer to Provider in addition to the Annual License Fee.

3.5 The License granted to Licensee may contain certain open source components that are subject to open source licenses (“Open Source Software”), in which case the embedded Open Source Software is owned by a third party. The Open Source Software is not subject to the terms and conditions of the License Agreement or the GTC. Instead, each component of Open Source Software is licensed under its applicable license terms, a list of which will be provided to you via a link with our Software and/or upon your request. You agree to comply with the applicable Open Source Software license terms and fully indemnify us for any losses and claims made against us that might arise from your non-compliance with the applicable Open Source Software license terms.

Nothing in the Agreement shall prevent Licensor from retiring and replacing Software or components thereof with suitable successor products. Licensor will take commercially reasonable steps to notify Licensee one (1) year in advance about any retirement or replacement affecting Licensee’s use of the Software. Upon replacement, Licensee shall be entitled to use the replacing Software within the same scope as Licensee was entitled to use the replaced Software under the License granted for the remainder of the running term of the Agreement.

4. Payment Terms

4.1 Customer shall pay the Annual License Fees as stipulated in the Order Form issued and invoiced to them.

4.2 Payments

Payments shall be made to:

Beneficiary: PDF Tools AG, Steinstrasse 21, 8003 Zürich

Bank: ZKB Zürcher Kantonalbank

Account Number: SWIFT/BIC: ZKBKCHZZ80A

CHF Account:  CH08 0070 0110 0018 9138 5E

UR Account:  CH19 0070 0130 0071 8758 0

4.3 Fees are payable on an annual or agreed-upon basis and are non-refundable.

4.4 The Provider reserves the right to adjust pricing with a 60-day notice prior to the end of the active subscription period.

5. Deployment and Maintenance

5.1 The Customer is responsible for the installation of the Software on their infrastructure.

5.2 Maintenance includes updates and patches and will be provided as part of the subscription service, and included in the Annual License Fee stipulated in the Order Form.

6. Technical and Business Support

6.1 Description of Support

6.1.1 Technical Support

Standard first-line technical support included with the Software during the license term, covering issue diagnosis, error logging, software updates, and basic assistance via online form (Mon–Fri, 9:00–12:00 & 13:00–17:00 CET). Available to up to two authorized IT-competent users per Licensee.

6.1.2 Additional Technical Support

Paid, optional support beyond standard coverage, such as onboarding, consulting, or complex issue resolution, billed hourly or available in 4-hour packages, valid for 30 days.

6.1.3 Business Support

Includes all Technical Support plus 2 hours of onboarding. Additional services are billed separately. Enterprise Licensees receive 6 onboarding hours, a dedicated Customer Success Manager, and priority phone support.

6.2 Support Particulars

6.2.1 The Provider shall provide first-line technical support to direct customers only in the amount stipulated in the Order Form.

6.2.2 Technical Support covers issue logging, error diagnosis, workarounds, and bug fixes for issues reproducible on Provider’s systems.

6.2.3 Business support covers issues related to onboarding, consulting services, or issue resolution and may be offered upon availability at an hourly rate and is subject to a separate agreement between the Customer and the Provider.

6.2.4 Support services are available Monday to Friday, 9:00 am-12:00 pm and 1:00 pm-5:00 pm CET, excluding public holidays.

6.2.5 Support services do not include training. Training services can be provided subject to availability and a separate agreement between the Customer and the Provider.

7. Reporting and Compliance

7.1 The Customer must report the usage metrics based on their agreement and stipulated in the Order Form. The applicable Data Protection and Confidentiality provisions governing this data are set forth in Section 10 below.

7.2 The reporting method (self-reporting, offline reporting, or online reporting) is selected by the Customer and defined in the Order Form.

7.3 Reporting Method

7.3.1 Self-Reporting Requirements

Should the Customer decide to use the Software offline, Customer shall report to Provider the usage of the Software annually, which shall reasonably demonstrate the number of installations of the Software as well as the total Volume processed. The reporting shall be completed within 90 calendar days before the end of that period, either directly by email to report@pdftools.com or through the Software (if possible).

7.3.2 Automatic Reporting

If Customer uses the Software online, the annual reporting is done automatically through the Software, and Customer is not obliged to report by email unless otherwise instructed by Provider.

7.4 Delay Fee

Should Customer use the Software offline and fail to report to Provider the usage data referred to in clause 7.3.1 within the required period, Provider will charge Customer a Delay Fee of thirty (30) CHF per each day of delay in reporting. The termination of this License Agreement shall not waive the continuous right to claim the Delay Fee from Customer unless the reporting has been completed. The Delay Fee is due, even after the reporting obligation has been met, if the reporting is not provided within the 90 calendar day time limit stipulated in Section 7.3.1.

7.4.1 Response to Non-Reporting

In the event the Customer fails to provide the required usage data within 2 months from the due date, the Provider reserves the right to terminate this Licensing Agreement with immediate effect, without prejudice to any other rights or remedies available under this Agreement or applicable law.

7.5 Overuse Changes

If the Customer’s usage of the Software exceeds the licensed Base Volume as defined in the applicable Order Form or License Agreement, the Provider reserves the right to charge an overuse fee. Unless otherwise agreed, such overuse will be charged at a rate defined in the Order Form. These charges shall be invoiced separately and are payable in accordance with the payment terms defined in these GTC. Repeated or material overuse without prior agreement may constitute a material breach of this Agreement.

7.6 Audit Rights

The Provider reserves the right to audit the Customer’s volume throughput reports to ensure compliance.

7.6.1 Audits may be conducted annually with a 15-day prior written notice.

7.6.2 If an audit reveals underreported usage, the Customer shall be required to pay any outstanding fees, along with the costs of the audit.

7.6.3 Failure to submit required reports annually will result in a penalty fee of CHF 30 per day the report is overdue.

7.6.4 If reports are not submitted for two consecutive quarters, the Provider reserves the right to suspend or terminate the license.

8. Customer Obligations

8.1 The Customer shall ensure the Software is installed only in the approved and supported environments listed in the Product Documentation.

8.2 The Customer shall maintain the security and integrity of the Software to prevent unauthorized access or tampering.

8.3 The Customer shall restrict access to authorized personnel only and prevent the Software from being shared or resold.

8.4 The Customer shall use the Software solely for internal business operations in accordance with the End User License Agreement.

8.5 The Customer shall provide accurate reporting of software usage; failure to do so may result in termination of the license.

8.6 The Customer shall comply with the Provider’s reasonable audit requests and provide necessary records for verification of usage.

9. Intellectual Property Rights

9.1 Provider expressly reserves all rights in and to the Software, the documentation, any other Provider's materials provided to Customer and any modifications thereto and derivations thereof, including, but not limited to, all title, ownership, intellectual property rights and all other rights and interests.

9.2 Customer hereby expressly recognizes Provider’s exclusive ownership of the Software and the documentation, and undertakes to use the Software, the documentation strictly in accordance with the terms and conditions of the Agreement. Customer expressly acknowledges that, except for the limited License expressly granted under the Agreement, the Agreement does not transfer or vest any title, right or interest in or to the Software or the documentation.

9.3 If the Software or any portion thereof is modified, merged, incorporated or combined into any software, hardware, or other data, or is converted or translated into another data format, the Software shall continue to be subject to the terms and conditions of the Agreement, and Provider shall retain ownership of the Software or any portion thereof.

9.4 For the avoidance of doubt, Customer shall not distribute the Software or enter into any escrow agreements for the use of the Software with any third parties as a perpetual license to the Software is not offered by Provider to Customer.

9.5 Any breach of this provision shall be considered a material breach of this Agreement.

10. Data Protection and Confidentiality

10.1 As the Software is not deployed on-premise of the Provider, but on the Customer’s own infrastructure, the Customer is responsible for data protection and compliance with applicable laws.

10.2 The Provider does not access or process Customer document content unless:

(a) the Customer explicitly requests Support Services by opening a support ticket, and (b) the Customer voluntarily provides documents or data necessary for the investigation, resolution, or verification of the reported issue.

Such documents may also be used internally to improve the efficiency of the PDF Tools Software. In all instances, these documents will be processed in secure environments with appropriate technical and organisational measures.

10.3 The Customer accepts that if they request Support Services, their personal data will be processed and stored additionally for the purposes of delivering Support Services.

10.4 Each party shall comply with applicable data protection laws such as the Swiss New Federal Act on Data Protection (the nFADP) and the General Data Protection Regulation of the European Union (the GDPR) as well as Provider’s privacy policy available at https://www.pdf-tools.com/privacy-policy/.

10.5 Provider collects aggregated usage data and Customer consents to it under the opting in of the Reporting Method selected in the Order Form and described under Section 7 above. This usage data is limited to: (i) the number and type of documents processed, (ii) functions used, (iii) the version of Provider’s products used, and (iv) the types of errors that occurred during document processing. Provider does not track the content of the Customer’s documents.

10.6 PDF Tools integrates ABBYY (ABBYY Europe GmbH) OCR technology for optical character recognition features. Customers who use OCR features must obtain and maintain any required ABBYY licence(s) (for example ABBYY FineReader Engine or ABBYY Cloud Services) and accept ABBYY’s terms. When OCR is used, text and metadata extracted from documents (e.g., document content, names, addresses, OCR results) may be transmitted to ABBYY or ABBYY subprocessors and processed outside the EU/EEA/Switzerland under appropriate safeguards (for example SCCs). Customers are responsible for ensuring a lawful basis for OCR processing (including where documents contain special categories of data).

11.  Use of Artificial Intelligence and Automated Features

11.1 AI Functionality

The Software may include features powered by Artificial Intelligence (“AI”) or Machine Learning technologies. These features are designed to support or enhance functionality, such as the automatic generation of text descriptions for visual content to assist with accessibility.

Availability and scope of AI-powered features depend on the configuration and product specified in the applicable Order Form.

11.2 Transparency and Intented Use

Pursuant to Article 52(1) of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), where applicable, the Provider informs the Customer that the Software uses AI systems that generate content through automated processing. The Customer acknowledges that the Software is not intended to replace human judgment and that AI outputs are to be reviewed by the Customer before use in any legal, compliance, or accessibility context.

11.3 Disclaimer – Accuracy and Compliance

AI-generated outputs are provided “as is.” The Provider does not warrant that such outputs will be accurate, complete, or sufficient to meet regulatory or operational requirements.

While some AI features may support compliance with legislation such as the European Accessibility Act (Directive (EU) 2019/882), the Provider disclaims any representation that the Software alone ensures such compliance. The Customer remains solely responsible for ensuring its own legal obligations are met.

11.4 Data Processing and Local Execution

Where AI components process data on the Customer’s infrastructure such processing remains under the sole control of the Customer. The Provider does not access or process such data unless explicitly agreed in writing.

The Customer is responsible for ensuring a lawful basis for processing and that its use of the Software complies with applicable data protection laws.

11.5 Ownership of AI-Generated Content

Unless otherwise specified in the Order Form, the Customer is granted a non-exclusive, royalty-free license to use any content automatically generated by the Software during the Term. The Provider retains ownership of underlying models and system outputs to the extent not classified as Customer Data.

The Customer may use AI-generated outputs for its internal business purposes but assumes full responsibility for the reuse, modification, or distribution of such content.

11.6 Use of Third-Party Models

The Software may incorporate third-party AI tools or models, including those licensed under open-source or community licenses. Where such tools are used, their licensing terms shall apply in addition to this Agreement. A list of applicable third-party components will be referenced in the Order Form.

11.7 Configuration and Optional Use

Depending on the Software version and deployment model, AI-powered features may be enabled, disabled, or configured by the Customer. Configuration options and documentation are available as defined in the Order Form or the official product documentation

12. Warranty and Limitation of Liability

12.1 Warranty

12.1.1 Provider represents and warrants during the applicable term that (i) the Software will perform substantially as described in the License Agreement and/or its corresponding documentation; and (ii) any Support Service provided under the Agreement will be performed with reasonable skill and care and in a professional manner consistent with normal industry practices. Non-substantial variations of the Software from the description in the License Agreement and/or its documentation shall not be considered a breach of the warranty. Provider does not warrant that the performance of the Software will be uninterrupted or error-free. Any warranty under or in connection with the Agreement is void if the Customer uses, or permits the use, the Software contrary to Provider’s instructions, or in breach of the Agreement or applicable law. If Customer agrees to be provided with any pre-release version of the Software, such pre-release version is provided “AS IS” and without any warranty.

12.1.2 If the Software does not perform as warranted in clause 12.1.1, Customer’s sole and exclusive right and remedy shall be to demand repair and replacement of the non-conforming Software, provided that Customer reports the non-conforming Software in writing to Provider within seven (7) calendar days from discovering the non-conformity by the Customer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN CLAUSE 12.1.1 AND THE REMEDIES SET FORTH IN CLAUSE 12.1.2, Provider MAKES NO, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER, (i) REPRESENTATIONS AND WARRANTIES, EXPLICIT OR IMPLIED, ORAL OR WRITTEN, ARISING OUT OF A COURSE OF DEALING, COURSE OR PERFORMANCE, USAGE OR TRADE PRACTICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (ii) REMEDIES.

12.1.3 In no event shall Provider be obliged to remedy a defect and/or be liable in any form if the defect has not been reported in accordance with clause 12.1.2.

12.2 Limitation of Liability

12.2.1 Subject to clause 12.2.3, any and all liability of Provider for direct or indirect damage arising out of or in connection with the Agreement is excluded as far as permitted under applicable law. In no event shall the maximum aggregate liability of Provider arising out of or related to the Agreement (whether in contract or tort or under any other theory of liability) exceed the total amount of License Fees paid by Customer in the 12 months preceding the first incident out of which the liability arose.

12.2.2 Provider shall further not be liable for any loss of use, interruption of operations, loss of profits, loss of data or ancillary, loss of anticipated savings, or any indirect, special, incidental, or consequential damage.

12.2.3 The exclusions and limitation of liability set out in clause 12.2.1 and 12.2.2 do not apply to: (i) liability arising from death or injury to persons, wilful intent or gross negligence, or (ii) any other liability which cannot be excluded or limited by applicable law.

12.2.4 Provider excludes any and all liability arising from Customer’s installation/usage of the Software in a non-Supported Environment specified in the Provider’s documentation.

13. Indemnification

13.1 The Customer shall indemnify the Provider against third-party claims arising from misuse of the Software or violations of these GTC.

14. Term and Termination

14.1 This Agreement remains in effect for an initial period stipulated in the order form (“Initial Period”).  It is automatically renewed for a subsequent twelve (12) month period, unless terminated in writing with 30 days’ notice to the end of the active period.

14.2 Either party may terminate the Agreement for breach if the other fails to cure the breach within 30 days of written notice.

15. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent of the parties.

16. Governing Law and Jurisdiction

This Agreement and any disputes or claims arising from or relating to it shall be governed by and construed in accordance with Swiss law, excluding its conflict of law rules and the provisions of the Vienna Convention on the Sales of Goods.

The Courts of Zurich, Switzerland, shall have sole and exclusive jurisdiction over any disputes arising from or relating to this Agreement.

17. Amendment

Amendments of any provisions of the Agreement are only valid if they are in written form and signed by both Parties (electronic signature would suffice). This shall also apply to amendments of this written form requirement. Any provision contained in the Agreement may only be waived by a document signed by the Party waiving such provision.

This is the current document. To see the 2024 licence agreement, click here.