This agreement governs the use of the electronic signing services provided by Annature Pty Ltd ACN 642 595 015 ("Annature", "we" or "us") to you, the Subscriber ("you" or "Subscriber"). By using our Services, you acknowledge and agree to be bound by these terms.
Services provided
Annature offers services relating to electronic signing and associated features via our platform, using digital envelopes and SMS communication. We reserve the right to vary or update these Services from time to time. Any new features or services introduced will be covered by this agreement unless stated otherwise.
Our commitment to you
We undertake to perform the Services with due care and diligence, in a timely manner and in compliance with all applicable laws. We will also maintain all necessary licences, accreditations, and certifications to deliver the Services legally and effectively.
Your responsibilities as a subscriber
When you sign up for an account, you receive a 7-day free trial that provides full access to evaluate the platform. After this trial period ends, you must either subscribe to our Pay as you go plan or enter into a Customised subscription by speaking with our team and signing a Service level agreement.
You are expected to use the Services lawfully and responsibly. You are responsible for having the necessary infrastructure, such as devices and internet access, to interact with the platform. It is your duty to provide accurate information about recipients, comply with applicable laws, follow our instructions, and adhere to our policies. You must not use the Services for unauthorised purposes or provide access to competitors of Annature.
Fees and payment terms
You agree to pay the applicable fees for your use of the Services. Charges apply to every envelope or text message sent, unless otherwise specified in a Customised subscription agreement. These fees are exclusive of GST and other relevant taxes.
We issue invoices monthly or as per your account configuration, with payment due within 14 days unless otherwise indicated. A valid payment method must be provided and authorised for billing. We may revise our pricing with 14 days' notice. If you disagree with any changes, you may cancel your subscription during the notice period.
Handling of collected information
As part of our Services, you and your authorised users may receive or interact with data provided by you or your recipients ("Collected Information"). We will secure this information in line with industry best practices. You must use Collected Information lawfully, ensure its protection, and maintain its integrity throughout its lifecycle.
Intellectual property
All intellectual property rights related to the Services and platform remain the property of Annature. We grant you a limited, non-transferable licence to use the platform to the extent required to access the Services. You retain rights to any data you or your recipients provide. We may analyse anonymised, de-identified data to improve our services. You warrant that your use of Collected Information does not infringe any third-party rights and agree to indemnify us against any related claims. In return, we warrant that your use of our Services will not infringe on the rights of others and indemnify you accordingly.
You may not reverse engineer, modify, sublicense or create derivative works from our platform or grant others access to it unless explicitly permitted by us.
Term and termination
Your subscription starts on the date of registration and renews monthly unless cancelled with at least 7 days' notice before the next renewal. Either party may terminate the agreement for cause if there is a serious breach that is not resolved within 14 days, or if the other party becomes insolvent. Annature also reserves the right to terminate immediately for breaches of our Acceptable Use Policy or without cause. Upon termination, we will cease providing Services, but you may retain access to your account for at least 30 days. You must settle any outstanding payments, and both parties must return or destroy confidential information, subject to backup exceptions.
Confidentiality
Each party agrees to protect the other's confidential information, use it solely for fulfilling obligations under this agreement, and take reasonable measures to prevent unauthorised disclosure. These obligations do not apply to publicly available information, legally required disclosures, or disclosures agreed upon in writing.
Your indemnity to us
You indemnify us against claims or liabilities related to your use of the Services, including those arising from Collected Information or misuse of your payment method, unless caused by our wilful misconduct or gross negligence.
Limitations of liability
We exclude liability for any indirect, consequential, or incidental loss, including but not limited to loss of profit or business interruption. Our maximum liability is limited to re-performing the Services or refunding any paid fees. You must mitigate any losses arising from a breach of this agreement.
Privacy
We comply with privacy laws and our Privacy Policy when handling data. You must ensure that you have obtained all necessary consents from recipients before sharing personal data with us. Both parties agree to use personal information only for purposes related to this agreement and respond promptly to any related security incidents.
Force majeure
Neither party is liable for delays or failure to perform obligations due to events beyond their control. If such events continue for 60 days, either party may terminate the affected Services.
Dispute resolution
Before starting legal proceedings, parties must first attempt to resolve any disputes in good faith. If unsuccessful, mediation in Brisbane, Queensland will be pursued. Legal representation is permitted. This process does not prevent either party from seeking urgent court action where necessary.
General legal terms
We may update these terms with at least 14 days' notice. If changes adversely affect you, you may cancel before the changes take effect. This agreement replaces all prior discussions or agreements and does not imply a partnership or employment relationship. It is governed by Queensland law. If any provision is found invalid, the rest remain effective. You cannot assign this agreement without our consent; we can assign it without yours. Each party bears its own costs, and notices must be in writing.