New Zealand: Contract and Commercial Law Act 2017
Signature type: simple electronic signature (SES). Portant does not provide advanced or qualified electronic signatures, and it does not verify a signer's identity.
In New Zealand, electronic signatures are covered by Part 4 of the Contract and Commercial Law Act 2017. It replaced the Electronic Transactions Act 2002 on 1 September 2017. Under this law, a document cannot be refused legal effect only because it is electronic (section 211). Where the law itself requires a signature, an electronic signature meets that requirement only if it passes the tests in section 226. Schedule 5 excludes some documents from those rules. They are listed under Watch for document exceptions below.
Overview of Part 4 of the Contract and Commercial Law Act 2017
- Location: New Zealand.
- Purpose: Reduces uncertainty about the legal effect of electronic information, and lets certain paper-based legal requirements, including a requirement for a signature, be met electronically (section 207). Information is not denied legal effect only because it is in electronic form (section 211).
- Scope: Most contracts and transactions, both business and personal. Schedule 5 of the Act excludes some documents, including wills and other testamentary instruments, affidavits and statutory declarations, and powers of attorney.
When and where the Act applies
- Type of transactions: Most business and personal transactions, such as contracts, acknowledgments and approvals. Part 4 sets out when a legal requirement for writing or a signature can be met electronically. Schedule 5 excludes some documents, and some agencies set their own rules.
- Jurisdictions: Part 4 applies where New Zealand law governs the requirement. A cross-border agreement may be governed by another country's law.
- Consent: No one has to use, provide or accept information in electronic form without their consent, but consent can be inferred from conduct (section 220). In practice, it is still sensible to get each party's agreement to sign electronically.
What the Act looks for and what Portant provides
| Topic | What it means | What Portant provides |
|---|---|---|
| Identifying the signer | The signature must adequately identify the signer (section 226). | Each signature is tied to the email address on the request. On a signing link, the signer also enters their name and email, and these are saved with the signing events. Portant does not verify a signer's identity. |
| Approval | The signature must adequately indicate the signer's approval of the information it relates to (section 226). | In every signing flow, before a signature is applied, the signer ticks a box confirming "I understand that this is a legal representation of my signature". This confirms intent to sign. Getting each party's agreement to sign electronically is up to you. |
| Reliability | The way of signing must be as reliable as is appropriate for the purpose and circumstances (section 226). | Portant provides a simple electronic signature and does not verify identity. Whether that is reliable enough depends on the document. |
| Document integrity | Section 228 presumes a signature is reliable enough (one of the section 226 tests) when four conditions are all met. One is that any change to the signature after signing is detectable. Where the signature is meant to show that the document has not changed, any change to the document must also be detectable. The presumption can be rebutted. | Every signed PDF is locked and hashed. Anyone can check a signed PDF at sign.portant.co. The check confirms only whether the file is an unchanged Portant document. It does not show who signed, when, or from where. |
| Signing records | A record of the signing process can help show who signed and when if a signature is questioned. | On paid plans (Pro, Team and Enterprise), you can turn on the audit trail to add a page at the end of the signed PDF. It shows the filename, when and by whom the document was created, the document ID and its status. It then lists when the request was sent, each time a recipient opened the document and each signature (with email, date and time, IP address, approximate location and device), and when the document was completed. It does not record a cancellation. The Free plan does not include the audit trail. |
| Personal information | The Privacy Act 2020 sets rules for how personal information is collected, stored and shared. It applies separately from the electronic signature rules. | Portant hosts data on Google Cloud Platform (GCP). See the Data Protection Addendum. |
| Who can open and sign | The Act does not set access rules. This row explains who can open and sign a Portant document. | A signature request usually emails each signer a link to sign. Anyone who has a signing link can sign, so if a recipient forwards the email, the person who receives it can sign. The signing link for each request is also shown on the Outputs page and, if you use HubSpot, written to a HubSpot property once the request is sent. A preview link lets anyone who has it view the document. Portant does not verify who opens or signs. Send sensitive requests only to recipients you trust. |
Practical considerations
- Confirm each party is willing to sign electronically. The Act lets consent be inferred from conduct (section 220), but it is still sensible to get each party's agreement. Getting that agreement is up to you.
- Keep the signed PDF. Every signed PDF is locked and hashed. Store the signed PDF somewhere safe. You can check whether a file is an unchanged Portant document at sign.portant.co.
- Turn on the audit trail before you send (paid plans). On the Pro, Team and Enterprise plans, turn on the Audit trail toggle before you send the request. It works for workflow signature requests, signing links and Signatures tab uploads. It adds a page to the signed PDF that shows when and where each recipient viewed and signed. It cannot be added to a PDF that is already signed. See Audit trail.
- Watch for document exceptions. Schedule 5 of the Contract and Commercial Law Act 2017 excludes some documents from the Act's electronic signature rules. These include wills, codicils and other testamentary instruments; affidavits, statutory declarations and other documents given on oath or affirmation; and powers of attorney and enduring powers of attorney. These documents usually need a handwritten signature. Other agencies can set their own rules. For example, Land Information New Zealand requires original wet signatures on documents lodged in paper form.
- Check whether the document needs a witness. If the law requires a signature to be witnessed (for example, a deed signed by an individual under section 9 of the Property Law Act 2007), section 227 sets extra conditions, and the witness's signature must also meet the Act's requirements. Portant does not provide a witnessing step, so get legal advice before using it for these documents.
- Handle personal information with care. Signed documents and audit trail pages include names, email addresses and IP addresses. The Privacy Act 2020 applies to how you collect, store and share them.
Levels of assurance
New Zealand law does not sort electronic signatures into formal levels the way the EU's eIDAS Regulation does. Portant provides a simple electronic signature (SES). It does not provide advanced or qualified electronic signatures, and it does not verify a signer's identity.
Section 228 of the Act presumes a signature is reliable when certain conditions are met. They include that the way of signing is linked to the signer and to no other person, and that it was under the signer's sole control when they signed. Because Portant does not verify identity, do not assume this presumption applies to a Portant signature. Otherwise, the signature must be as reliable as is appropriate for its purpose and circumstances (section 226(1)(c)).
Conclusion
Portant provides simple electronic signatures. Under Part 4 of the Contract and Commercial Law Act 2017, a document cannot be refused legal effect only because it is electronic (section 211). Where the law requires a signature, an electronic signature has to meet section 226, and Schedule 5 excludes some documents from those rules. This page is not legal advice. For regulated or high-value documents, check with a lawyer before you rely on an electronic signature.
If you have questions about Portant's signatures, get in touch.