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 §4.

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

• Paid plans and any usage-based charges are billed in advance for the term you select (monthly or annual).
• Prices are shown on our pricing page and are in New Zealand dollars unless stated. Prices are exclusive of GST unless stated.
• Payments are processed by Stripe. 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.
• 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, 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.
• 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 you paid 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.

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 legal@flowsign.app.
• Entire agreement: these terms 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 · legal@flowsign.app
NZBN 9429047886629 · NZ Company 7857036 · Companies Register