Terms of service

These terms are between [CONFIRM: registered company name, company registration number and registered office address] (“Pactivo”, “we”, “us”) and the organisation or individual that opens an account (“you”, “the customer”). They apply every time you use pactivo.com, the console at app.pactivo.com, the signing ceremony, or our API.

By creating an account you accept these terms. If you are accepting on behalf of a firm, you confirm you have authority to bind it.

Pactivo is intended and offered for business use — firms, and individuals acting in the course of a business or profession. Sign-up is open and self-serve, so we cannot and do not pretend to switch consumer law off by writing it down here: where you contract with us as a consumer, your statutory rights are unaffected, including the information and cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and your rights under the Consumer Rights Act 2015. Nothing in these terms limits them. [CONFIRM: consumer-facing pre-contract information, the model cancellation form, and how the 14-day cancellation right interacts with immediate access to the service]

Where we have signed a separate written agreement or order form with you, that document takes precedence over these terms to the extent of any conflict.

Pactivo lets you upload documents, place fields, send them to recipients for electronic signature, and receive back a signed PDF with an evidence certificate and a tamper-evident audit trail. It includes a console for your team, a hosted signing ceremony for your recipients, an API, and webhooks.

Pactivo currently provides simple electronic signatures (SES) under the UK eIDAS regime. Advanced (AES) and Qualified (QES) tiers are on our roadmap and are not part of the service today. Anything described as “roadmap”, “coming soon” or in preview is not a commitment and should not be relied on when you buy.

Pactivo is a technology provider. We are not a law firm, we do not provide legal advice, and we are not a qualified trust service provider.

• You must give accurate account and billing details and keep them current.
• You are responsible for everything done under your account, including by your team members and by anything you build against your API keys.
• Keep credentials and API keys secret. Raw keys are shown once; if one leaks, revoke it in the console and tell us.
• You must be 18 or over and able to enter into a binding contract.
• Adding a team member means you are responsible for their use of the service and for the access level you give them.

Tell us promptly at hello@pactivo.com if you believe your account has been accessed without authorisation.

You must not use Pactivo to:

• Break the law, or send documents whose content or purpose is unlawful.
• Send documents to people who have not agreed to receive them, or send bulk unsolicited messages.
• Impersonate anyone, or misrepresent who is sending a document.
• Upload malware, or content that infringes someone else’s rights.
• Probe, scan, overload or attempt to circumvent the security of the platform. If you find a vulnerability, email hello@pactivo.com and tell us rather than testing how far it goes.
• Reverse engineer, resell or white-label the service without our written agreement.
• Interfere with the integrity of an audit trail, an evidence certificate or a signed artifact — including attempting to produce a record that misstates what happened.

We may investigate suspected breaches and take proportionate action, including suspension. Where the breach is serious — fraud, evidential tampering, or a threat to other customers — we may act immediately and explain afterwards.

Pactivo carries your documents; it does not vet them. As the sender you are the controller of what you send and you are responsible for:

• The lawfulness of the document — its content, its purpose, and your right to send it to the people you send it to.
• Identifying your recipients correctly — the name, email address and mobile number you enter decide who receives a link and who can sign. A mistyped address sends your document to the wrong person, and we cannot detect that for you.
• Choosing the right level of assurance — whether email delivery alone is enough, or whether the transaction warrants a one-time passcode. Identity verification is a roadmap feature and is not available today. The evidential strength of the record follows the choices you make.
• Consent to sign electronically — the ceremony captures the signer’s agreement, but you must be satisfied that electronic signature is appropriate for the transaction and the parties.
• Your own regulatory obligations — SRA, ICAEW, FCA, HMRC, AML or anything else that applies to your firm. Pactivo is a tool you use to meet them; it does not discharge them.
• Retention decisions — how long your completed envelopes are kept, within the limits described in our privacy policy.

Read this section carefully. It is the one most likely to matter later.

Under UK law an electronic signature is admissible in evidence — section 7 of the Electronic Communications Act 2000 — and, for most commercial agreements, an electronic signature is capable of satisfying a statutory signature requirement. Pactivo produces simple electronic signatures under the UK eIDAS regime, together with an audit trail, a sealed PDF and an evidence certificate designed to demonstrate who signed, when, and that nothing changed afterwards.

What we provide is the evidential record. What we do not provide is a guarantee about your document. We do not warrant that any particular document signed through Pactivo is valid, binding, enforceable, admissible in any particular forum, or suitable for the transaction you are using it for. Those questions depend on the document, the parties, the governing law and the facts — none of which we see.

Some documents need more than an electronic signature, or cannot be signed electronically at all. Examples commonly cited in England and Wales include wills and codicils, deeds that require a witness to be physically present or that must be delivered in a particular way, certain land and property instruments and documents registrable at HM Land Registry, some powers of attorney including lasting powers of attorney, and anything requiring notarisation or an apostille. Requirements differ in Scotland and Northern Ireland, and again in other jurisdictions. [CONFIRM: solicitor to review this list of excluded or restricted document types and the wording of this section]

Take your own advice. Before using Pactivo for a class of document, satisfy yourself — with a qualified adviser where the stakes justify it — that electronic signature is appropriate for it and that the assurance level you have chosen is enough. If you decide it is, we will give you the best record of it we know how to build.

We do not verify that a signer has the authority or capacity to sign, or that they are who the sender says they are, beyond the verification steps the sender enables and the evidence those steps produce.

• Fees and plan limits are published on our pricing page, which forms part of these terms. Anything priced there for a feature described as roadmap — identity verification, for one — is indicative and is not chargeable until that feature ships. [CONFIRM: align the pricing page with §2: identity verification is part of the roadmap AES tier and is not purchasable today]
• Subscriptions are billed in advance — monthly or annually, as you choose. Usage charges above your plan allowance are billed in arrears.
• Prices are in pounds sterling and exclude VAT, which is added where applicable.
• Payment is by the method on file. Failed payment may lead to suspension after notice — see §8. [CONFIRM: dunning process, grace period, and any late-payment interest under the Late Payment of Commercial Debts (Interest) Act 1998]
• Fees paid are non-refundable except where the law requires otherwise or we agree in writing. Downgrades take effect at the next renewal.
• We may change prices with at least [CONFIRM: price-change notice period — proposed 30 days] notice, taking effect at your next renewal. If you do not accept the change you may cancel before it applies.

The agreement runs for as long as you have an account. Subscriptions renew automatically for successive terms unless cancelled before the renewal date.

• You can cancel at any time by emailing us; there is no self-serve cancellation in the console today. Cancellation takes effect at the end of the current paid term; we do not pro-rate the remainder.
• We can suspend your account where payment fails, where use breaches §4, or where continued use presents a security or legal risk. Except in urgent cases we give notice first and a reasonable chance to fix it.
• We can terminate for material breach that is not remedied within [CONFIRM: cure period for material breach — proposed 14 days] of written notice, or immediately where the breach cannot be remedied.
• We can withdraw the service on [CONFIRM: notice period for discontinuing the service — proposed 90 days] notice, with a pro-rata refund of prepaid fees for the unused period.

Envelopes in flight when an account is suspended will not complete. Where possible we will let existing envelopes finish before access ends, because a half-signed document helps nobody.

Your documents, signed artifacts and audit trails are yours. On termination you can export them — signed PDFs, evidence certificates and audit trails — envelope by envelope through the console or the API for [CONFIRM: post-termination export window — proposed 30 days] after the account closes. There is no one-click bulk export yet, so ask us and we will produce it for you within 30 days. We will not hold your evidence hostage.

After that window we delete or anonymise your data in line with our privacy policy, except where we are required to retain records by law or where retention is necessary for the establishment, exercise or defence of legal claims.

Completed envelopes and their audit chains are immutable by design. We can delete a whole envelope; we cannot edit part of one. This is explained in full in the privacy policy, and it is a deliberate property of the product rather than a limitation of it.

You own your documents, your data and your brand assets. You grant us only the licence we need to run the service for you — to store, process, transmit, render and generate signed artifacts from your content, and to make backups. That licence ends when the content is deleted.

We own Pactivo — the platform, its software, designs, documentation, trade marks and everything we build. Nothing in these terms transfers any of it to you. You get a non-exclusive, non-transferable right to use the service during the term.

Feedback you send us is gratefully received and we may use it without obligation. We will not name you as a customer publicly without your permission.

Each of us may learn confidential information about the other. Each will use it only to perform this agreement, protect it with at least reasonable care, and not disclose it except to people who need it and are under equivalent obligations.

This does not cover information that is public through no fault of the receiver, already known, independently developed, or required to be disclosed by law — in which case, where lawful, we tell the other party first.

Your documents are confidential to you. We do not read them, mine them, or use them to train models.

For envelope data, you are the controller and Pactivo is the processor. We process that personal data only on your documented instructions, which these terms and your use of the console constitute. Full detail — categories of data, sub-processors, international transfers, retention and rights — is in our privacy policy, which forms part of this agreement.

For your own account and billing data, Pactivo is the controller.

A data processing agreement meeting the requirements of Article 28 UK GDPR is available to any customer who needs one — email hello@pactivo.com and we will send it for signature. [CONFIRM: publish the standard DPA and, if required, the UK IDTA-backed transfer schedule as a downloadable document]

Each party will comply with UK GDPR and the Data Protection Act 2018 in performing this agreement.

We aim for high availability and we monitor the platform continuously, but the service is provided without a contractual uptime commitment unless we have agreed one in writing. [CONFIRM: whether an SLA with an uptime target and service credits is offered on any plan, and on what terms]

Planned maintenance is scheduled outside UK business hours where we can and announced in advance where it is likely to be noticed. Support is by email at hello@pactivo.com, with response targets by plan set out on the pricing page.

We warrant that we will provide the service with reasonable care and skill, in accordance with these terms, and in a manner consistent with our published security and trust commitments.

Beyond that, and to the extent the law allows, the service is provided as is. We do not warrant that it will be uninterrupted or error-free, that it will meet any particular requirement, or — as set out in §6 — that any document signed through it is legally valid, enforceable or suitable for its purpose. All warranties, conditions and terms implied by statute or common law are excluded to the extent permitted.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be excluded.

Subject to the paragraph above, neither party is liable to the other for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, however arising.

Each party’s total liability arising out of or in connection with this agreement, in contract, tort (including negligence) or otherwise, is capped at [CONFIRM: liability cap — figure and basis, e.g. the greater of the fees paid in the 12 months before the claim or a fixed sum; to be set with the insurer and solicitor].

This allocation of risk is reflected in our prices. If your use of Pactivo carries exposure beyond that cap, tell us before you rely on it and we will discuss a negotiated agreement. [CONFIRM: professional indemnity and cyber insurance cover in force, and whether it should be stated here]

You will indemnify us against claims, losses and reasonable costs arising from the content of documents you send, your breach of §4 or §5, your infringement of a third party’s rights, or your failure to meet your own legal or regulatory obligations.

We will indemnify you against third-party claims that the Pactivo platform itself infringes their intellectual property rights, provided you tell us promptly, let us take conduct of the claim, and do not settle without our agreement. [CONFIRM: scope and any cap on the IP indemnity]

We improve the product continuously and features will change. We will not deliberately degrade a material feature you are relying on without notice and a sensible path forward.

We may update these terms. For material changes we give account holders at least [CONFIRM: notice period for material changes to these terms — proposed 30 days] notice by email or in the console, and the change takes effect at the start of your next renewal term. If you do not accept it, you may cancel before it applies. Non-material corrections take effect on publication. The date at the top of this page always reflects the current version.

• Assignment — you may not assign this agreement without our written consent, not to be unreasonably withheld. We may assign it to a group company or to a buyer of the business.
• Entire agreement — these terms, the pricing page and the privacy policy are the whole agreement between us, and replace anything said beforehand. Neither party relies on any statement not set out here, though nothing excludes liability for fraud.
• Notices — we contact you at your account email address; you contact us at hello@pactivo.com and, for formal notices, at our registered office.
• No waiver — not enforcing a term once does not waive it.
• Severability — if a clause is unenforceable, the rest continues and the clause is read down as far as necessary.
• Force majeure — neither party is liable for failure caused by events beyond its reasonable control, though this does not excuse payment.
• Third parties — nobody other than you and us has rights under this agreement under the Contracts (Rights of Third Parties) Act 1999.
• Independent contractors — nothing here creates a partnership, agency or employment relationship.

This agreement, and any dispute arising out of or in connection with it including non-contractual disputes, is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Before litigating, both parties agree to raise the issue in writing and try in good faith to resolve it for 30 days. Neither party is prevented from seeking urgent injunctive relief.

Email hello@pactivo.com or use the contact form. Registered office and company details: [CONFIRM: registered company name, number and registered office address]