Terms of Service

1. Definitions and how these terms are structured

In these terms, "FlowSign", "we", "us" and "our" mean Studio Phoenix Limited, a company registered in New Zealand (company number 7857036, NZBN 9429047886629), trading as FlowSign. References to "FlowSign" in enforcement clauses are references to Studio Phoenix Limited as the contracting legal person.

"You" means the individual or organisation that holds a FlowSign account. "Customer Content" has the meaning given in §5. "Order Form" has the meaning given in §7.

2. The service

FlowSign is an online service for sending, signing and managing documents. We provide the service on a software-as-a-service basis under these terms and the documents referenced in them, including our Privacy Policy, Electronic Signature Consent and, for business customers, our Data Processing Addendum.

3. Your account

• You must be at least 18 years old and legally capable of entering into a contract to hold a FlowSign account. Signers of documents sent through FlowSign are not required to be 18 - that is the sender's responsibility.
• You are responsible for keeping your sign-in credentials confidential and for all activity on your account.
• You will provide accurate information and keep it current.
• You will notify us promptly if you suspect unauthorised access to your account.

4. Acceptable use

You agree not to use FlowSign to:

• Break the law, or ask a signer to enter into an agreement that is unlawful, misleading or fraudulent.
• Send documents to people who have not agreed to receive them, or to send bulk unsolicited communications.
• Upload malware, or attempt to probe, scan or breach the security of the service.
• Reverse-engineer, resell, sublicense, or use the service to build a competing product.
• Impersonate another person, or misrepresent your affiliation with a person or organisation.
• Send content that is defamatory, obscene, or infringes another person's rights.

We may suspend or terminate accounts, or remove content, that we reasonably believe breaches these terms.

5. Your content

You keep ownership of the documents and other content you upload or generate through FlowSign ("Customer Content"). You grant us a worldwide, royalty-free licence to host, store, transmit, process, display and secure your Customer Content solely to operate and provide the service for you and, where applicable, for the signers you send documents to.

We may use aggregated or de-identified information about how the service is used (for example, feature-usage counts and performance metrics) to improve and secure the service. Aggregated or de-identified information does not identify you or your Customer Content.

You are responsible for having the right to upload each document, for making sure it is lawful to send to each signer, and for the accuracy of what it contains.

6. Electronic signatures

Signatures captured through FlowSign are electronic signatures for the purposes of the Contract and Commercial Law Act 2017 (NZ) and comparable legislation in other jurisdictions. Whether a signed document is legally effective depends on the nature of the document, the jurisdictions involved, and the parties' conduct - not on the fact it was signed through FlowSign. Some documents (for example wills, some property transactions, and some powers of attorney) may not be validly signed electronically in some jurisdictions.

Our Electronic Signature Consent sets out the additional consent every signer gives when they use FlowSign.

7. Fees, billing and renewals

• Order Forms. An "Order Form" is any quote or order document issued by FlowSign and accepted by you. Each Order Form is incorporated into these terms. If an Order Form conflicts with these terms, the Order Form prevails, but only as to pricing, package allocation, subscription term and renewal, payment method and payment terms.
• Package allocation. Your "package allocation" is the number of packages included in your plan, or stated in your Order Form, for a subscription term. Paid plans and package allocations are billed in advance for the term you select (monthly or annual) or the subscription term stated in your Order Form. Unused allocation does not carry over to a later term.
• Packages beyond your allocation. If you send more packages than your allocation, we may, at our option, invoice the additional packages in arrears with your next invoice, or require you to purchase additional packages before sending. Additional packages are charged at the per-package rate stated in your Order Form or, for self-serve plans, the top-up rate shown for your plan on our pricing page.
• Additional packages. If you purchased under an Order Form, you may buy additional packages during the subscription term at the per-package rate stated in that Order Form or, if none is stated, our then-current top-up rate.
• Pay-as-you-go. Packages bought on pay-as-you-go expire 12 months after purchase unless your Order Form states otherwise.
• Prices are shown on our pricing page or in your Order Form and are in New Zealand dollars unless stated. Prices are exclusive of GST unless stated.
• Payment methods. You may pay by card through Stripe or, where agreed in an Order Form or where we have approved invoice billing for your account, by bank transfer against our invoice. Invoices are due 30 days from issue unless your Order Form states otherwise. For self-serve plans paid by card, payments are processed by Stripe and you authorise us to charge your nominated payment method for all fees due, including auto-renewals unless cancelled before renewal.
• Renewal notice. For annual plans we will email you at least 30 days before renewal with the amount that will be charged. Monthly plans renew automatically each month; you may cancel at any time with effect from the next billing cycle.
• Non-renewing Order Forms. Where an Order Form states that your subscription does not auto-renew, it expires at the end of the subscription term unless you accept a new Order Form. In that case we will email you at least 30 days before the end of the term as a reminder that it is ending, rather than a renewal notice.
• Price changes. We may change our prices. Changes take effect at the start of your next billing term. We will notify you at least 30 days in advance and, for annual plans, always before your next renewal notice.
• All fees are non-refundable except where required by law, where expressly stated in these terms, or where we terminate for convenience under §8 (in which case unused prepaid fees are refunded pro rata).
• If a payment fails, or an invoice is not paid by its due date, we may suspend your account until it is settled.

8. Term and termination

• These terms start when you create an account and continue until terminated.
• You may cancel your subscription or delete your account at any time from your account settings or by emailing support. Cancelling does not relieve you of fees already invoiced or due for the current subscription term.
• We may suspend or terminate your account for material breach of these terms.
• We may terminate for convenience on 30 days' written notice. If we do so, we will refund any prepaid fees for the terminated period on a pro-rata basis.
• On termination, your right to use the service ends. We will make your Customer Content available for a reasonable period so you can export it; after that it will be deleted in accordance with our Privacy Policy.

9. Intellectual property

FlowSign, its logo, and the underlying software are our (or our licensors') intellectual property. Except for the licence to use the service granted to you under these terms, no rights are transferred to you. Feedback you provide about the service may be used by us on a non-personally-identifying basis without restriction.

10. Confidentiality

Each party may receive information from the other that is not publicly known and would reasonably be regarded as confidential. Each party will use the other's confidential information only to perform its obligations under these terms and will not disclose it except as required by law or with consent.

11. Warranties and consumer rights

11.1 We will provide the service with reasonable skill and care. To the maximum extent permitted by law, and except as stated in these terms, we make no warranties, express or implied, including as to merchantability, fitness for a particular purpose, non-infringement, or that the service will be uninterrupted or error-free.

11.2 If you acquire FlowSign for the purposes of a business (as that expression is used in s. 2 of the Consumer Guarantees Act 1993), the parties agree under s. 43(2) of that Act that the guarantees in ss. 28–32 (guarantees in relation to the supply of services) do not apply, and it is fair and reasonable for the parties to be bound by this exclusion. You warrant that you are acquiring the service for the purposes of a business. This exclusion does not apply, and your consumer rights are preserved, if that warranty is untrue.

11.3 Nothing in these terms limits any right you have under a law that cannot lawfully be excluded, including the Fair Trading Act 1986.

12. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, however caused.
• Our total aggregate liability to you under or in connection with these terms is limited to the fees paid or payable by you to us in the 12-month period ending on the date of the first event giving rise to the claim.
• The cap in the second bullet is doubled for a claim arising from our material breach of our security or breach-notification obligations under the Data Processing Addendum.

Nothing in this section limits liability for fraud, wilful misconduct, or anything that cannot lawfully be limited.

13. Indemnities

13.1 You will indemnify us against claims brought against us by a third party to the extent they arise from your Customer Content or your breach of these terms.

13.2 We will indemnify you against a third-party claim that your permitted use of the FlowSign service infringes that third party's New Zealand copyright or registered trade mark, provided you notify us promptly, give us control of the defence, and cooperate with us in it. Our liability under this clause is subject to §12. This is your exclusive remedy for intellectual-property infringement by the service.

14. Changes to the service and these terms

We may change the service, and these terms, from time to time. If a change is material and disadvantageous to you, we will give at least 30 days' notice by email and in the product. Continued use of the service after the change takes effect confirms your acceptance. Changes do not alter the pricing, package allocation, subscription term and renewal, payment method or payment terms of an Order Form during its current term.

15. Dispute resolution

If a dispute arises under or in connection with these terms, the parties will first try to resolve it by good-faith negotiation between senior representatives, and will not commence court proceedings until at least 30 days after written notice of the dispute has been given to the other party, except where a party is seeking urgent interlocutory relief. The parties may agree to attempt mediation before proceeding to court.

16. General

• Governing law: these terms are governed by New Zealand law, and the New Zealand courts have exclusive jurisdiction.
• Assignment: you may not assign these terms without our written consent; we may assign them to an affiliate or in connection with a corporate transaction.
• Notices: notices to you may be sent to the email on your account; notices to us should be sent to [email protected].
• Entire agreement: these terms, any Order Forms, and the documents referenced in them are the entire agreement between us on their subject matter.
• Severability: if any part of these terms is held unenforceable, the rest continue in force.
• No waiver: failure to enforce a right is not a waiver of it.
• Force majeure: neither party is liable for failure to perform due to events outside its reasonable control.

17. Contact

Studio Phoenix Limited trading as FlowSign · New Zealand · [email protected]
NZBN 9429047886629 · NZ Company 7857036 · Companies Register