Last updated: November 2, 2022
a. During the Term, Annature agrees to provide the Subscriber with services relating to the electronic signing of documents and associated services through the Platform using electronic envelopes and text messages (Services).
b. These terms and conditions (Terms) apply to any Services that Annature provides to a Subscriber. By accepting the Services, the Subscriber confirms that it has read, understood and agree to these Terms.
c. In these Terms, Annature, we or us means Annature Pty Ltd ACN 642 595 015 and their Personnel and you or Subscriber means the person(s) requesting the Services from time to time.
2.1 General
You acknowledge and agree that:
2.2 Standard of Services
a. Annature agrees to perform the Services
b. Annature must maintain, at its cost, any licenses, accreditations, certifications or registrations required by law to perform the Services.
3.1 General
You must:
3.2 Prohibition
You must not, and must not permit your Personnel or any third party to, access or use the Services or the Platform:
4.1 Fees
a. In consideration of Annature providing the Services, you must pay the Fees to Annature.
b. You acknowledge and agree that the Fees are payable:
c. The Fees are exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.
4.2 Invoicing and Valid Payment Method
a. Annature will invoice you for the Fees:
b. You must pay each invoice issued under clause 4.1(b) within 14 days of receipt unless otherwise stated on your invoice.
c. Prior to receiving the Services, you must provide Annature with a Valid Payment Method. You authorise Annature to arrange funds to be debited using your Valid Payment Method to satisfy all Fees payable by you in accordance with clause 4.1(b).
4.3 Review of Fees
a. Annature may amend the Fees at any time by providing at least 14 days' notice to the Client (Review Notice).
b. If the Client does not agree to the terms of a Review Notice, the Client may terminate these Terms by giving written notice to Annature within 7 days of receiving a Review Notice (Notice Period).
c. If the Client does not terminate these Terms during a Notice Period, then the Fees set out in the Review Notice will be deemed to apply from the date that is 14 days after the Review Notice.
5.1 General
a. You acknowledge and agree that, as part of the Services, your Authorised Users may have the opportunity to view, use and receive the Collected Information.
b. Annature will implement and maintain security measures with respect to the Collected Information in accordance with Good Industry Practice.
5.2 Subscriber's obligations
Prior to any Authorised Users using or receiving any Collected Information, you must, and must ensure that the Authorised User:
a. The Intellectual Property Rights in the Services and the Platform are, and shall remain the property of, Annature. Annature reserves the right to grant a licence to use the Services and the Platform to any third party.
b. The Subscriber must do all things that Annature reasonably requires to perfect its right, title and interest in and to the Intellectual Property Rights in the Services and/or the Platform.
c. The Subscriber shall use reasonable endeavours to prevent any infringement of Annature’s Intellectual Property Rights in the Services and/or the Platform and shall promptly report to Annature any such infringement that comes to its attention.
6.2 License
Annature grants the Subscriber a revocable, non-exclusive, non-transferable and royalty-free right to use the Platform to the extent necessary to obtain the full benefit of the Services.
6.3 Collected Information
As between the parties, all Intellectual Property Rights in the Collected Information remain the property of you or the Recipient (as relevant), and nothing in these Terms shall be construed as giving Annature any rights to such Intellectual Property Rights.
6.4 Analytics
You agree that Annature may extrapolate, analyse, adapt and otherwise interrogate any information or other data arising from or in connection with the Services on an anonymised and de-identified basis for the purpose of improving its services and product offerings and for any other purpose that it considers appropriate. Any Intellectual Property Rights arising from or in connection with this will be owned by Annature.
6.5 Subscriber's warranty and indemnity
a. You warrant that:
b. You indemnify Annature from and against any liability arising out of any claim by a third party (including the Requested Recipient) that the Collected Information violates or infringes any Intellectual Property Rights owned by a third party.
6.6 Annature's warranty and indemnity
a. Annature warrants that:
b. Annature indemnifies you from and against any liability arising out of any claim by a third party that it and the Services or the Platform violates or infringes any Intellectual Property Rights owned by a third party.
6.7 Restrictions on use
You acknowledge and agree that you will:
7.1 Term
The initial term of the Subscription will commence on the date that you obtain the Subscription and continue for the period of one month (Initial Term).
After the Initial Term, the Term will automatically extend for successive one-month periods (Renewal Term) unless you notify us in writing that you do not intend to extend the Term at least 7 days prior to the end of the then current Term.
7.2 Termination for cause
Either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
7.3 Termination by Annature
Annature may without limitation terminate these Terms immediately:
7.4 Obligations on termination or expiry
On termination or expiry:
7.5 Survival
a. Clauses 4, 5, 6.1(a), 7.3, 7.4, 8 to 11 and 13 to 15 survive the expiry or earlier termination of these Terms.
Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
a. Each party agrees to, and shall ensure each of their Personnel:
b. The obligations in clause 8 do not apply:
You indemnify, and agree to keep indemnified, Annature from and against all Claims arising from or in connection with your use of the Services including without limitation in relation to:
except to the extent directly caused by Annature’s wilful misconduct or gross negligence.
10.1 Limitation of Liability
a. This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their Personnel) to each other in respect of:
b. As far as the law permits and unless otherwise specified in these Terms:
10.2 Mitigation
Each party must mitigate any loss they suffer as a result of the breach by the other party to these Terms or any warranty or indemnity provided under these Terms.
10.3 Maximum liability
To the maximum extent permitted by law, Annature’s total liability under or in connection with the provision of the Services is, at the option of Annature:
10.4 Consequential Loss
Notwithstanding clause 9.3 and to the extent permitted by law, neither party, nor their Personnel, shall be liable to the other party for any Consequential Loss.
a. Annature agrees to comply with its Privacy Policy and all applicable requirements of the Privacy Legislation in performing the Services.
b. You agree to comply with all applicable requirements of the Privacy Legislation in relation to any Collected Information or other information that you collects from the Requested Recipient in connection with the Services.
c. Without prejudice to the generality of clause 10(a), you agree and warrant that you have all necessary and appropriate consents and notices in place to enable lawful transfer to Annature of any personal data or information, including without limitation in connection with the Collection Information, for the duration and purposes of these Terms so that Annature may lawfully use, process and transfer the personal data in accordance with these Terms.
d. Annature shall notify you immediately if you become aware of any security incident affecting its network and information systems that could potentially affect you and shall respond without delay to all queries and requests for information from you about any security incident, whether discovered by Annature or by you.
e. Except where consent has otherwise been obtained from the Recipient, each party agrees to use the Collected Information and any personal information regarding the Recipient strictly for the purposes of fulfilling their obligations under these Terms.
a. Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to these Terms if such delay is due to a Force Majeure Event.
b. If a Force Majeure Event continues for a period of 60 consecutive days, then either party may terminate the Services affected by the Force Majeure Event by providing written notice to the other party.
a. Neither party may commence court proceedings concerning any dispute between the parties arising out of or in relation to these Terms (Dispute), unless the party starting the proceedings has complied with this clause 12
b. A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice).
c. Following the Dispute Notice being given, a representative of both parties with authority to negotiate and settle the Dispute must endeavour in good faith to resolve the Dispute within 14 days.
d. If the Dispute is not resolved within 14 days of the Dispute Notice being given, the parties must endeavour in good faith to resolve the Dispute by mediation as follows:
e. Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.
14.1 Variations
Where a variation to these Terms would:
14.2 Entire agreement
These Terms supersedes all previous agreements about its subject matter. These Terms embodies the entire agreement between the parties.
14.3 No waiver
a. The failure of either party at any time to enforce any of the terms or provisions of these Terms or to exercise any right under these Terms does not constitute a waiver of any such right or affect the party's privilege to enforce that right.
b. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy
c. A right under these Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
14.4 Relationship
Annature is an independent contractor of the Subscriber and these Terms does not create a relationship of employment, trust, agency, partnership, power of attorney, or of joint venture between Annature and the Subscriber.
14.5 Governing law and jurisdiction
Queensland law governs these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts.
14.6 Severability
a. A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.
b. If any provision of these Terms is deemed to be or is adjudicated to be unlawful or unenforceable, such provision is to be severed from these Terms and all other remaining provisions remain in force.
14.7 Assignment and subcontracting
a. The Subscriber must not assign or otherwise deal with, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of Annature.
b. Annature may assign, novate or otherwise transfer, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the Subscriber. The Subscriber shall execute all documents reasonably required to give effect to this clause.
c. Annature may subcontract, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the Subscriber. You acknowledge and agree that any such subcontractors may also subcontract, in whole or in part, any of their rights and obligations, without the prior written consent of you.
14.8 Further assurances
Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by it.
14.9 No merger
The rights and obligations of the parties under these Terms do not merge on completion of any transaction contemplated by these Terms.
14.10 Costs
Each party bears its own costs in relation to the preparation and understanding of these Terms.
14.11 Notices
a. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person's address as set out in these Terms.
b. A notice, consent or communication is given and received:
a. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person's address as set out in these Terms.
a. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person's address as set out in these Terms.
15.1 Defined terms
Account means your account on the Platform related to the provision of the Services.
Acceptable Use Policy means the acceptable use policy available on our Website, as amended from time to time.
Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).
Authorised Users means any persons authorised by the Subscriber to use, or who otherwise use, the Subscriber’s Account.
Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
Claim means any claims, losses, damages, liabilities, demands, suits, expenses and costs.
Collected Information means any information provided by the Client or the Recipient (as the case may be) to Annature (whether through the Platform or otherwise) in connection with the Services including without limitation any personal information or documents.
Confidential Information means any information:
and includes all trade secrets, knowhow, marketing, financial and Requested Recipient information, forecasts, and strategies and any other commercially valuable information of a party.
Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.
Fee means the fees set out by Annature with respect to the Services in the Platform or otherwise on an invoice issued in connection with these Terms.
Good Industry Practice means practices followed when work is undertaken in accordance with all of the following:
GST means goods and services tax.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes but is not limited to any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
Laws means:
Subscription means a subscription entitling the Subscriber to use the Platform in order to receive the Services in accordance with the relevant subscription level, as directed by Annature from time to time (including without limitation through our Website).
Personnel means a party’s directors, officers, employees, agents, contractors and subcontractors, as the context permits.
Platform means the website, app or other platform that Annature uses in connection with the Services.
Privacy Legislation means:
Recipient means the recipient nominated by the Subscriber to receive the Services or any part thereof, or who otherwise receives the Services at the direction of the Subscriber or any use of their Account.
Sent means:
Services has the meaning given to that term in clause 2(a)
Term means Initial Term and each Renewal Term, unless terminated under clauses 2.1, 4.3(b) or 7.
Use means:
Valid Payment Method means payment by direct debit, credit card or debit card.
Website means our website located at www.annature.com.au, as amended from time to time.
15.2 Interpretation
In these Terms: