PrivySign Term and Conditions

Last updated: April 8^th, 2024

Version: 1.0

Welcome to PrivySign! Thank you for your interest in using PrivySign. These Terms and Conditions (“Terms and Conditions”) govern your use of the Privy (“Privy", “We”, “Our”, or “Us”) websites, product, and services (collectively, “Privy Services”) for personal use (as opposed to on behalf of an enterprise under an Employee Service Account – see clause 2.g below for further information about enterprise use). We provide various types of Privy Services and in some cases additional terms and conditions may apply when the User (“the User”, “You”, “Your”) uses a particular Privy Service, such additional terms and conditions can be found on the Privy Website. By creating a Privy Account, and ticking a box presented to the User in the Privy Account creation process for acceptance of the Terms and Conditions, the User acknowledges that they have read, understood, and agreed to these Terms and Conditions.

These Terms and Conditions may be changed or updated by Privy either partially or wholly from time to time in accordance with this provision. Any updates to the Terms and Conditions will be notified to the User at least 30 days before they take effect.

By continuing to access or use the PrivySign Service, the User is deemed to agree to changes to these Terms and Conditions. If the User does not agree to the changes to the Terms and Conditions, the User can contact Privy to terminate the Privy Account in accordance with these Terms and Conditions.

The Privy Privacy Policy (available at https://privy.com.au/privacy) sets out information about how Privy will handle Personal Information of Users.

These Terms and Conditions contain an agreement between Privy and the User. Please read these Terms and Conditions carefully!

Definitions
Each word that starts with a capital letter has the following meaning:

1. “Appstore” is an application distribution platform for iOS developed and managed by Apple Inc.
2. "Electronic Document" means a document or component of information that was originally created using a computer system, software application or database.
3. “Electronic Signature” means the electronic version of manually handwritten signature.
4. "Enterprise Account" means an account established by a business entity, to access and use the Privy Services.
5. “Employee Service Account” means a Privy Account associated with (and registered by the User on) an Enterprise Account.
6. "Enterprise Service Agreement" means the Enterprise Service Registration Form entered into by a business entity to establish an Enterprise Account.
7. “Personal Information” is information or an opinion about an identified individual, or an individual who is reasonably identifiable, including "personal information" as this term is defined in the Privacy Act.
8. “Playstore” also commonly known as Google Play is a digital distribution service operated and developed by Google that functions as the official app store for the Android operating system.
9. “Privy Account” is any account issued by Privy, under the name PrivyID, each account owner will be given a userID, choose a password, and store their Personal Data.
10. “Privy Application” means mobile applications operated by PT Privy Identity Digital.
11. “PrivyID” means an alphanumeric code issued by Privy, which can be associated with a unique name (username), to identify the User using Privy Services.
12. “Privy Services” means the PrivySign Service, Privy Document Management System, and/or other Privy services declared by Privy from time to time, either through the Privy Site or Privy Application.
13. “PrivySign” or “PrivySign Service” means the Electronic Certificate issuance, certified Electronic Signature and/or registered electronic delivery service, with the available features, which can be used on the Privy Site or Privy Application provided by Privy for the User.
14. “Site” means any URL that uses the domain with the address “www.privy.com.au” or any other site as stated by Privy from time to time.
15. “the User” or “You” or “Your” means every individual, partnership, firm, company, legal entity, ministry, institution, or organization that uses the Privy Service.

Privy Account Registration:

1. To be able to use PrivySign Services, the User must either access the Site, download the Privy Application or use a third party site that offers the PrivySign Services, to register and create a PrivyID and/or Privy Account. Registration can be done through the Privy Site and/or Privy Application or through a third party. The User acknowledges that Privy may cooperate with third parties and/or use third party systems for the purpose of verifying the User’s registration information.
2. The User may download the Privy Application from the Appstore (if the User uses an iOS mobile operating system) or Playstore (if the User uses an Android phone operating system). Privy urges the User to always carry out the latest updates available for the Privy Application.
3. To create a PrivyID and/or Privy Account, the User may be asked to provide Privy with information, including the User’s Personal Information. In connection with the creation of a Privy Account and the use of Privy Services, the User agrees to provide Personal Information correctly, clearly, accurately, and thoroughly when requested, including but not limited to:
  1. 1. Full name;
    2. Place and Date of Birth;
    3. Phone number; and/or
    4. Email address.
  To use a verified Electronic Signature and to be a verified User, the User agrees to provide additional Personal Information, including but not limited to:
  1. 1. Copies of identification documents, which may include, Driver Licences and/or Passports;
    2. Place and Date of birth; and/or
    3. Biometric Data.
  If the User's information changes, the User must update the information without delay and Personal Information that the User has provided to Privy to keep the information and Personal Information true, accurate, and complete. Changes, additions, or updates to such information and Personal Information can be made in accordance with these Terms and Conditions and Privy's Privacy Policy. Privy has the right to verify changes, additions, or updates to such information and Personal Information in accordance with Privy's procedures.
4. Privy will allow the User to choose one of the available verification level categories, which is determined based on the assurance level and verification requirements.
5. e. If the User provides a statement, guarantee, information, or Personal Information that is untrue, unclear, inaccurate, or incomplete, then Privy has the right to reject the application for PrivyID issuance and/or creation of a Privy Account and suspend part or all of the Privy Services provided to User. If the User cannot update or correct the erroneous information within 5 Business Days of Privy's suspension and request correct information, Privy may terminate part or all of the Privy Services provided to the User.
6. f. The User must protect and maintain the confidentiality of the User’s account information and passwords, and any one-time passwords (or OTPs) issued to the User. All activities carried out by a person using the User's PrivyID and/or User's Privy Account will be considered activities that have been authorised and carried out by the holder of the Privy Account. Privy is not responsible for any losses or legal consequences arising from the User's error or negligence in maintaining the confidentiality of the User's Privy Account password. The User must immediately notify Privy of any known or suspected unauthorized use of the User's PrivyID, Privy Account, and/or password or security threats.
7. Enterprise use: As mentioned above, these Terms and Conditions only apply to a Your use of the PrivySign Service for personal use. If You elect to use Your PrivyID for both personal use and when using an Employee Service Account, then these Terms and Conditions will not apply to any use of the PrivySign Service while You are logged in to the Employee Service Account, and the applicable Enterprise Service Agreement and the enterprise service terms of use will apply instead. If You log into an Employee Service Account with Your PrivyID and complete a transaction or sign with a party or receive any Privy Services while using that Employee Service Account, then:
  1. 1. that transaction entered, and any other Privy Services received by, the Employee Service Account will be taken to be entered into by and provided to the Enterprise Account; and
    2. ii. Your data is not only known to the Employee Service Account with which Your PrivyID User is associated, but also to the system admin or the owner of the Enterprise Account.

Using PrivySign Services

1. Only Users with PrivyID and/or Privy Accounts are permitted to use PrivySign.
2. A User's Privy Account is personal to the User and the User may not transfer the User’s Privy Account to any other person.
3. PrivySign is not intended for use by any persons who are not competent to enter legal transactions in Australia.
4. Privy has the right to change or suspend access to part or all of Privy’s Services temporarily if urgent repairs and/or maintenance are needed to improve services to the User or in the event of suspected data incident or security threat. Privy will provide notification to the User of these changes or suspensions as soon as possible.
5. When providing instructions to Privy in connection with use of the Privy Services (for example, instructions to process a transaction or establish a Privy Account), the User must ensure that it provides all information required to submit the instruction. The User acknowledges that incomplete information, or the cancellation or amendment of instructions by the User, may cause delays in the execution of the instructions by Privy.
6. In using a Privy Account and Privy Service, the User agrees to comply with all applicable laws and regulations in the jurisdiction where the Privy Account or Privy Service is accessed or used by the User.

Limitation on Use
The User agrees not to use the PrivySign Service to carry out transactions or actions that: (i) violate the law or the provisions of applicable laws and regulations; (ii) violate the rights of Privy or Third Parties, including but not limited to privacy rights, copyrights, trademarks, patents, trade secrets, or other intellectual property rights; or (iii) intentionally and without rights or unlawfully in any way change, add, remove, obscure or hide any copyright, trademark, or other proprietary rights notices appearing on or in connection with the Privy Service.

The User Representation and Warranties
The User represents and warrants that:

1. The User is legally capable and authorized according to the laws of New South Wales, Australia to enter into these Terms and Conditions.
2. In the event that the User creates a PrivyID, Privy Account, and/or uses the PrivySign Service on behalf of an association, partnership, firm, company, legal entity, agency or organization, the User has the capacity and authority to represent and act for and on behalf of that association, partnership, firm, company, legal entity, agency, or organization.

Personal Subscription

1. To access and use the Privy Services, the User is required to purchase a Privy personal subscription through the Privy Site or Privy Application.
2. The User has the option to select either a monthly or annual subscription plan. Upon selecting a subscription plan, the User must complete the payment with a payment method the User is authorized to use. Subsequent billing for the subscription plan will be executed through the same payment method on an automatic basis. By completing registration for a subscription plan, the User authorizes Privy or its agent to charge the User's payment method on a recurring basis in accordance with the relevant subscription plan (e.g., monthly or yearly, as applicable) for: (a) the applicable subscription plan charges, (b) any applicable taxes (as set out in paragraph (d) below), and (c) any additional charges incurred by the User in connection with the use of Privy Services (noting that such additional charges will be notified to the User before they are incurred). This authorization remains valid throughout the applicable subscription term and any subsequent renewal term until the User cancels or terminates, as outlined in clause 6.f or 12 of these Terms and Conditions. If a User selects an annual subscription plan, Privy will provide the User with 40 days' notice before the renewal of the User's annual subscription plan.
3. Privy retains the right to amend the personal subscription package from time to time in accordance with these Terms and Conditions, including the recurring subscription fees, and will provide advance notice of any changes to the User in accordance with these Terms and Conditions. Any price adjustments will take effect at the commencement of the User's next subscription period following the date of the commencement of the price adjustment. By continuing to use Privy Services after the price adjustment takes effect, User is deemed to accept the new price. However, the User may reject such price change by unsubscribing from the applicable Privy personal subscription plan prior to the price change going into effect or otherwise in accordance with these Terms and Conditions (including clause 12).
4. All payments stipulated in these Terms and Conditions are exclusive of taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (VAT), goods and services taxes (GST), excise, business, service, and similar transactional taxes imposed by the jurisdiction (collectively, "Taxes"). Tax rates are based on the rates applicable at the time of the User's billing cycle and may change over time in accordance with local tax requirements. Any change in tax rates will be automatically applied based on the account information provided by the User. User is responsible for and must bear the taxes associated with their purchase of, payment for, access to, or use of Privy Services.
5. Privy will provide billing and usage information in a format determined by Privy, which may be subject to changes. Privy will rectify any identified errors or mistakes, even if an invoice has already been issued or payment received.
6. Cancellation and refund policy:
  1. 1. If a User purchases an annual subscription plan, the User has the option to cancel their subscription within thirty (30) days of the initial subscription date and request a refund of the unused subscription fee (being the fee for the remaining unused service period on their Privy Account, with the refund amount calculated on a pro rata basis for the remaining period following termination) by submitting a request to Privy. To the maximum extent permitted by law, a User on a monthly subscription plan is not eligible for a refund of the subscription fee upon cancellation;
    2. ii. If User chooses to submit a termination notice as set forth in Section 12.b after thirty (30) days from the initial subscription date, to the maximum extent permitted by law, the User shall not be eligible for a refund of any portion of the subscription fee already paid. However, if Privy terminates User’s Privy Account for reasons outside the scope set forth in clause 12.d, Users with annual subscriptions shall be entitled to a refund of an unused subscription fee, calculated on a pro rata basis for the remaining service period; and
    3. Should a User request a refund in accordance with paragraph (i) above, the User is required to provide Privy with their bank account details for the refund, and Privy will complete the refund within fourteen (14) business days. Any bank transfer fees associated with refunding the amount to the User's bank account will be borne by the User.
7. Privy might offer User a tryout of the Privy Services for a free trial, promotional offer, or other type of limited offer over a specified period (“Free Trial”). The version of the Privy Services available for a Free Trial will be limited to the features or functions of Privy Services.

Proprietary Rights and Intellectual Property Rights Clauses
The User does not acquire any proprietary rights or intellectual property rights, including but not limited to rights in respect of patents, copyright, brands or trade secrets, in respect of the content available on the PrivySign Service (including but not limited to information, software, information, text, letters, numbers, colour arrangement, images, logos, names, video and audio, features, and design selection and arrangement). The User agrees not to use Privy's intellectual property rights without Privy's prior written consent. Without prejudice to any other rights and remedies available to Privy, the User acknowledges that any actual attempt or violation of the provisions related to intellectual property rights will result in the termination of all User’s rights to access and use the Privy Services.

Security and Confidentiality

1. Privy implements security and storage measures to protect the confidentiality of the User’s Personal Information from time to time.
2. When the User uses Privy Services, Privy will automatically collect information provided by the User through the Privy system, including but not limited to time stamp of activities, operating system, user transaction data related to the use of Privy Services.
3. Any content uploaded and sent by the User through the Privy system in connection with the Privy Service will be stored securely and sent confidentially using industry electronic information security standards.
4. Privy will notify the User in the event of a failure to protect the confidentiality of the User’s Personal Information in Privy's electronic system in accordance with applicable law and regulation.
5. Privy implements access restrictions to Electronic Documents uploaded by the User through the User’s Privy Account to the Privy Service so that only the User and other parties that the User gives permission to, can access and/or view such Electronic Documents.
6. The User understands that Privy may be required to provide access to or disclose User Electronic Documents to comply with applicable law, in the context of law enforcement processes or to take further preventive actions if Privy has reason to suspect that the User is engaging in unauthorized activities, suspected criminal acts, or violations of laws or regulations.

Liability

1. Nothing in these Terms and Conditions excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
2. If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a "Non-Excludable Provision"), and Privy is able to limit the User's remedy for a breach of the Non-Excludable Provision, then the liability of Privy for breach of the Non-Excludable Provision is limited to one or more of the following at Privy's option:
  1. 1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
    2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
3. Privy provides the Privy Services “as is”. subject to Privy's obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, Privy does not warrant that:
  1. 1. the use of PrivySign will always be on time, work without interruption, or be free from changes;
    2. PrivySign will always be able to operate and be used in conjunction with third party devices or systems not provided or owned by Privy; and/or
    3. PrivySign will be fit for the User's purposes.
4. The User acknowledges that PrivySign may experience interruptions or delays due to circumstances outside Privy's control including unavailability or interruption of the third party services used to provide the Privy Services or due to interruption, unavailability, or malfunction of certain features on the device that the User uses.
5. Subject to Privy's obligations under the Non-Excludable Provisions and to the maximum extent permitted by law:
  1. 1. Privy will not be liable to the User for loss or corruption of data arising from User's uses of the Privy Services including PrivySign;
    2. neither party will have liability for any indirect, incidental or consequential losses which do not arise naturally from breach of these Terms and Conditions (that is, according to the usual course of things), including loss of income or profits; and
    3. each party's maximum aggregate liability to the other party for all claims under or relating to these Terms and Conditions and the Privy Services whether in contract, tort (including negligence), in equity or any other basis is limited to the total fees paid by the User to Privy in the 12 months prior to the event first giving rise to any loss. However, the liability cap in this paragraph will not apply to: (i) the User's payment obligations, (ii) either party's liability for infringement of the other party's intellectual property rights, (iii) either party's liability for fraud or wilful misconduct, and (iv) the User's liability under clause 10.

Indemnity
The User agrees to release Privy from all third party claims, demands lawsuits brought against Privy, and indemnify Privy for losses suffered by Privy in respect of such third party claims, to the extent such third party claims are caused or contributed to by:
1. 1. information, data or Personal Information provided by the User to Privy, including through use of the Privy Services; or
  2. any use of Privy Services by the User in breach of applicable law and regulation, or in a manner which infringes the rights (including intellectual property rights) of any other party.

Force Majeure
Except for obligations of confidentiality, payment, and compliance with laws, neither party shall be liable for any delay or failure in performing hereunder if caused by any factor beyond the reasonable control of the party, including force of nature, war, riot, civil action, terrorism, labour dispute, malicious acts, or denial of service by a third party, or failure of telecommunication systems or utilities. Performance shall be deferred until such cause of delay is removed, provided that the delayed party promptly notified the other party after having actual knowledge of any such occurrence.

Term and Termination

1. In the event that the User wishes to terminate the use of the PrivySign Service, the User must close the User’s Privy Account and comply with the terms of termination of the Privy Account set out in this clause.
2. The User's Privy Account will be effective until the User sends a written request to the Privy e-mail address listed in these Terms and Conditions requesting to close/terminate the User's Privy Account.
3. The User understands that if the User submits a written request for termination of the Privy Account, Privy may require verification that the request has been issued by the User and may request additional information to verify this. Once Privy is able to verify the User, the User Account will be terminated within 10 days of the information being provided by the User to Privy.
4. Privy may close or terminate the User’s Privy Account if the User (i) materially breaches these Terms and Conditions and the breach is not capable of remedy or the User does not remedy the breach in 10 days, (ii) engages in activities using the Privy Account or Privy Services that Privy considers are likely to cause material harm to Privy (for example, activities which may adversely impact Privy's reputation, or which present a security threat to the Privy system, Privy Services, or other Users).
5. Privy may cease providing User the Privy Services by providing at least 30 days' notice, unless a shorter period of notice or immediate termination is required by law.

Governing Law and Dispute Resolution

1. These Terms and Conditions are governed by the laws of New South Wales, Australia.
2. The User and Privy agree that all disputes or conflict arising from or relating to matters regulated in these Terms and Conditions ("Disputes") will be resolved in the following manner:
  1. 1. Either User or Privy is required to provide written notice to the other party regarding the existence of the Dispute ("Dispute Notification"). Disputes must be resolved by deliberation and consensus within 30 (thirty) calendar days from the date of the Dispute Notification (“Deliberative Settlement Period”).
    2. If the Dispute cannot be resolved by deliberation and consensus before the end of the Deliberative Settlement Period, either party may refer the Dispute to be resolved by the courts of New South Wales.
    3. Nothing in this clause prejudices any right a party may have to seek urgent interlocutory relief from a court in respect of a Dispute.

Severability
If any provision or part of the provisions of these Terms and Conditions becomes void or unenforceable then such provision or part provision will be severed to the extent that it is void or unenforceable. The validity and enforceability of remaining provisions will not be affected and will continue to apply in full force.

Contacts and Notifications

1. Every notification from Privy addressed to the User will be announced through the Site and sent via e-mail, Short Message Service (SMS), or push notification through the Privy Application installed on the User's device registered with Privy.
2. Every notification from a User addressed to Privy becomes effective when the notification is received by Privy through the e-mail address support@privy.com.au and/or through a physical document sent to Privy address Privy Australia Pty, Ltd. with the address International Towers, Tower Two, Suite 1, Level 39, 200 Barangaroo Avenue, Sydney NSW 2000.