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E signature adoption

all right good afternoon everyone welcome welcome back to our isolation economy webinar series with SG tech so our new friends were joining us for the first time today thank you so much to our friends from Singapore business Federation and Singapore Management University for joining all on co-organized in the series of webinars so today's topic we want to talk about is the legal consideration to a dot is nature in the isolation economy basically our electronic and digital signature good enough since we are also confine home and should be staying home to help save life with me here today I'm very lucky to have a pay phone button but actually tech member company will be giving us the sharing about this topic itself but before that we always want to give you guys a safe harbor statement you know especially today all this information provided is really meant for education and learning purposes I always ask you guys to help us by seeking or all independent legal and accounting advice before making any business decision we try our best to maintain all the contents and clearly as possible by an event that before shot please always email us and let us know all right now my name is Ivan I'm a course for today thank you so much for once again tuning in so regularly with us I'm a corpse a counselor with SG Tech so what is SG tech now we are the premier trade association representing more than 900 companies in the tech industry in Singapore we're doing all this series you know as a way for us to reach out to SME who are known it not in tech to think about all the implication about digitalization technology and how the kovat 19 situation has really led us to change our entire business model altogether if you were to go to isolation SG you will be able to see a tool box and a webinar of all past events now the tool box basically is a curation of services and items that might be useful for a lot of SME friends here today we are very lucky to have Adobe net trust and sleep to share view they are each ninja solution as well for today's sharing session on top that I want to promote something oh we don't even have a big webinar next as you know circuit breaker will end on 1st June we are entering a phase approach to end the circuit breaker itself for those of you as GTECH as always will be doing a special webinar on 28 May on Thursday Chung studying mood you'll be about budget number 4 and the start of the new normal in the isolation economy where we will go through what the different phases means for businesses in Singapore and any new budgetary announcement administering ck worship we believe this would be a very big and informative session so if you're interested we were sent out a link but if you really want to sign up now you can scan the QR code here and you'll be able to sign up for this special webinar and you'll be co-hosted by myself as always alright so with that as well today we'll be giving us an industry survey after sharing session is over now over the course of a few webinars more and more people are doing thank you so much but for those of you who are not doing the industry survey can I appeal you guys to help us make this webinar series better you know and she's like we are doing this as a public good service you know if you help us do this webinar have us do this to me you really help us direct and focus our attention on what really the SME community in Singapore really alright I'll remind again you guys later so what those of you new to this as always will give out the slides on this webinar especially forum button but in a short run they'll be available on the ESG tech website and on isolation SG the recording of this session will also be available but you take us about two three hours to process it and most importantly any part time you have a question for ya pink earphone button but about future please click on the Q&A function in zoom and type in your questions for us we are not able to monitor the chat session so if it's a question please once again help us answer in a Q&A and we'll address them collectively after the sharing session all right so once again we don't further adieu let me welcome your pink from billion but yeah thing over see you hi Ben hi Ivan let me share my screen first no problem okay so can you see my screen now perfect thank you so much all good great so my name is Rhett ping and it's a pleasure to be here with you today to talk about legal considerations regarding a signature so before I delve into the presentation let me introduce myself I am a lawyer from Burton bird a tmd and I advise clients many of them are from tech companies on IP issues regulatory issues such as data protection such as consumer protection consumer protection laws and then I also helped clients draft commercial contracts for example NDA and IP licensing agreements so prior to becoming a lawyer I was trained as a chemical engineer and I worked for a pharmaceutical company for about five years as a project leader in drug development for diabetes and autoimmune disease so with that background I think I'm able to anticipate some of the challenges that my clients face especially when my clients are doing the RMV phase and I'm able to provide advice that's commercially practical so with that let me go directly into the presentation so these signatures so in view of everyone working from home now these signatures have become a very hot topic so if you were to type in electronic signatures on Google you'll have many many hits and one of the most common question asked is and electronic signatures you use and I think a lot of times people would say but of course everyone is doing it however if you delve deeper the answer is it really depends as with a lot of things in life and in law so what I hope to share with you today in the next 30 minutes are these three things so first what is an electronic signature second isn't legally binding is it enforceable in court and lastly what are factors you have to consider when using one so for this presentation the third item is really the bulk of is really the metis at that time I'll be giving you a practical checklist as well what you can ask yourself what you can ask yourself when using a signature so what is an electronic signature so like a wet ink signature it's a record of someone's intention and consent and when I say what ink signature what I mean is that I take a pen and then I have a piece of paper and I sign my name so that's what ink signature an electronic signature is an electronic signature that records a person's intention so for example pasting a digitized image of a manuscript signature using your finger and signing it on an iPad and taking a checkbox or clicking I accept on an online form so now are they legally valid the short answer is yes these signatures are generally valid in Singapore and ecig matures are regulated under electronic transactions Act short form eta under Section 8 so section 8 says werewolves law requires a signature the requirement is satisfied in relation to an electronic record if the method use identifies a person indicates a person's intention and is reliable so again they're generally valid provided that identifies a person indicates the person's intention and is reliable so what happens in the unfortunate event that the agreement with the e signatures are being disputed and you have to go to court is it enforceable in court so this is also regulated under the ETA under Section nineteen sub two and it essentially says that in a proceeding involving a secure electronic signature it shall be presumed unless evidence to contrary that the secure electronic signature is the person is a signature of the person to whom it correlates and was affixed by that person with the intention of signing or proving the electronic record so now you might ask what exactly is a presumption and it's a term that we often use in law so simply it means the starting point provided that you have a secure electronic signature in court the judges will presume that it is authentic and it has integrity the other side can still offer evidence to prove otherwise but that's the starting point so I think especially for high-value contract it's important to think is the electronic signature that you're using considered as secure electronic signature under the ETA where there's a presumption that the signature is authentic and has integrity so the logical question is what makes something a secure electronic signature so in the Act they define the term as a signature where there's a security procedure involved that can verify an electronic signature was at the time that it was made unique to you identify you create it under your own sole control and is linked to an electronic record and let me give you an example of what would not be considered as secure electronic signature so for example if I were to sign my name on a piece of paper and then I scan it and then I cut my signature and I paste it on an agreement that would not be considered as a secure electronic signature under the ETA because it wasn't done by a security measure of a security procedure and certainly there's no electronic record so there are software key signature software providers out there that are able to help you with that and I think later on in the session there'll be a review of some of those services so now let me go into the bulk of my presentation which is the checklist so in this checklist there are six questions that you should ask yourself when using ecig matures and these are important questions to ask yourself especially to protect your business so the first question is what is the type of document that you're dealing with not all documents actually allow for e-signatures there are some exceptions are there any company restrictions in your company Constitution is there any restrictions about using a signature x' how about the other company that you're contracting with is there an overseas element what is the governing law of the contract is a governing law Singapore or is a governing law something else maybe Indonesia or New York if it's New York and Indonesia then what is the position of a signature in those countries number four does the person actually have authority to sign the document if the person doesn't have authority then the agreement is actually not binding number five is there a risk of fraud and lastly have you stored all the relevant records related to e-signatures in the event that there is a dispute so let's go to the first one what is the type of document that you're dealing with if you recall I mentioned earlier that the EGA under ETA it is generally exactly accepted the e-signatures have the same effect as a wet ink signature but there's a caveat so under the EGA there's a list of excluded matters where these signatures are not permitted in the next slide I'm gonna share with you this list which can look very complicated and I won't go into details here so here is the list of excluded matters where a signatures cannot be used and not all of them will be relevant to you in a commercial context for example the first one the creation and execution of a will that would not be relevant to you but things such as power of attorney where you ask where you give certain power to your attorney to act on your behalf and if the company owns or wants a file and then any contract in this case involving land would need to have a white ink signature it's important to note that this list may change and that's because last year the IMD a came out with a consultation paper on the ETA to offer some suggestions on how the ETA can be improved and one of the proposals is that all existing excluded matters for business-related transactions are supposed to be removed and one of the reasons for this is to be in line with how other countries have handled electronic signatures for example in New Brunswick Canada but there is no list of excluded matters but for now the list hasn't changed so it's important for you to still refer to this list now let's say that so now what are some examples of things that are not on this excluded list so they are your HR documents commercial agreements consumer agreements software license agreements NDA's so those can be signed with using ecig matures now let's say that you've gone through the list and your document is not on that list of excluded matters what you should do is to go a step further and ask yourself are there any formality requirements that the document must have a wet ink signature for example if you're submitting documents to the government you know does the government have any requirements that has to be signed using a wet ink signature and the other thing to know is something called ease so maybe you have come across this so these is a form of contract but it doesn't have consideration and in order for it to be valid certain formalities have to be followed for example there has to be two signatures and it should be done by way of paper using what ink signature there is some dispute there is some consideration that perhaps deeds can be done electronically but the position in Singapore is not very clear and I would suggest that if your company has to enter into a deed is really best executed using what ink signature so that's the first question what is the type of document that you're dealing with the second question to ask is are there any company restrictions so ask yourself does your company have any restrictions on the use of e-cigarettes in your constitution and Constitution essentially means the documents that govern how the company should operate how about the other contracting party have you checked with them so what do you look out for so go through your Constitution and see if there's any provisions any clauses that prohibits the use of e-cigs make sure if it does then you want to amend it and that's the event that your company decides to use these signatures if it doesn't if it's silent then you can go ahead and use it and what some parties do in a contract is that they'll have an additional clause saying that the parties agree to you sign the agreements by way of electronic signatures this you know for the avoidance of doubt you should also ask the other contracting party if they have any restrictions and keep a record of it in the event of a dispute so that's the second question does the company have any restrictions so the third question is is there an overseas element and I think this is very relevant because nowadays a lot of tech companies are entering into contracts with overseas entities where the contract governing law may not necessarily be Singapore so governing law is a clause in your tip in your contract that you'll have that essentially says if the contract were to be disputed what is the law to interpret this agreement so and you can't assume that all the other countries are the same as Singapore they may have a different position so it's important to check with your lawyer that's the governing law in that country allow for e-signatures and ask also would there be any enforceability issues if if you were to go to court with it so let me give you an example in Indonesia the law generally allows easy pictures to be used however if the agreement were to be disputed in the in a Indonesian Court many of the courts will only accept agreements using wet ink signature so it's really good to to ask yourself what is the governing law and what is the law in that country do not assume that the other countries law is the same as that in Singapore so the fourth question does the person have authority to sign this agreement and in company law the term Authority has special meaning and it is only the company who can give someone authority to sign agreements so ask yourself does the person that you're dealing with have actual authority conferred by that company to sign the agreement and ask for evidence and here I have them a little picture of a bag so I think a lot of you have got have bought expensive purchases before maybe an expensive bag or an expensive watch and undoubtedly you know that there are counterfeits out there there are bags and watches that look so good and in fact it's fake and I think most of you in that situation would go a step further and ask for evidence you know ask for a certificate from the company to prove that the bag or the watch is the real thing and I would suggest that you do the same thing and it's not enough for the person that you're dealing with simply say I have authority you know similar similarly it's not enough for the bag to just say you know Louie Vuitton what you need is evidence from the company that the company has given that person authority to sign on there be on the company's behalf if the person has authority in this case we call it actual authority the agreement is binding so so that's good but what happens afterwards you find out actually the person did not have authority to bind the company what happens to their agreement so generally the agreement would not be binding unless there was a parent Authority or ratification so these two are legal terms and whether there is a parent Authority whether the company ratified for example after their agreement they still paid up is really fact sensitive and there are so so many litigation cases on those issues so it's really best to just rely on actual Authority now the fifth question is is there a risk of fraud and I think this point is especially relevant now given that we are in the isolation economy and we're not able to meet the person face to face and I was reading up on cybersecurity issues and I realized that cybersecurity issues have been on the rise especially with Kovac 19 and the w-h-o will health organization actually has experienced a drastic increase in the number of cyber attacks on its network and hackers were not only able to impersonate WH O's identity but they have also sent out email scams the public another news article talked about this cyber security company experiencing a surge in calls for help to resolve cyber security attacks and now a common which is now a common occurrence in cyber security companies so this is a real real issue that you have to consider and what do you look out for so first you want to ask yourself if you're already using ecig matures is there a possibility that someone can steal my e-signature and then ask yourself how about the party that you're contracting with does the e-signature really belong to that person and you definitely want to ask yourself this question if you haven't interacted if you have a negotiator with that person before are there any suspicious factors that make you question the identity of this person and I'm going to give you an example a real case that happened in Australia so this is a case volumes group Australia versus Crocker that happened in 2016 and it went before the Court of Appeal in the new South in New South Wales so walliams group Australia is a company that they provide building materials and Crocker is a person so mr. Crocker was the director of a company called id age so what happened in this case is that Williams group wanted to enforce a personal guaranteed against mr. Crocker pursuant to a trade agreement a credit agreement and personal deed of guaranteed that where ecig matures were used Williams group provided building materials to idh now what is a deed of guaranteed and it's actually not uncommon so essentially it's an agreement saying that if the company is not able to pay the directors will pay themselves so by May 2013 IDH had owed Williams group almost 1 million dollars so it's definitely not an insignificant amount and not surprisingly idh went into liquidation and the logical the logical choice for me award for williams was to sue the directors under the deed of guaranteed so in this company IDH there were three directors and two of there were directors William was able to enforce that deed of guaranteed but the last director mr. Crocker he argued that his signature was placed on the guaranteed by an unknown person without authority so essentially his argument was my signature got stolen I didn't sign it and I should not be bound by this personal guaranteed Williams group tried to argue otherwise and try to argue that there was a parent authority there was ratification those two terms that I mentioned that are highly fact sensitive and in the judgment there are pages and pages of discussion about whether there is a parent Authority and ratification at the end of the day the court rejected all the arguments from Walliams and found that mr. Crocker was not bound by the personal guarantee so now you might be thinking how did mr. Crocker's a signature get stolen in the first place so what happened in this company called idh is that there were three directors who worked from different offices and the managing director the MD decided okay let's sign up for an e service an e-signature service Halifax that will help the company that will help the company get their agreements in order and help the directors sign their agreements in a news you know if way so the MD gave mr. Crocker his username and password unfortunately mr. Crocker never changed his password so what this meant was that anyone who had login details will be able to fix mr. Crocker's signature on the documents and unfortunately this is what happened so a lesson to be learned from this case is that change your password and here's a list of practical things that you can do to help ensure that your a signature is safe that it doesn't get stolen so what you can do is to step up the security measures to prevent malicious threats control the number of people who have access to the documents to the transactions not everyone in your company needs to have access to that agreement update your password on a regular basis I just want to pause here to share a little bit that I was talking to my niece who is doing online learning she's five and I asked her how do you how do you sign up for this ie platform how do you log in and then she said Oh password and I asked her can you give me my your password and she said no I think kids know not to give someone else your password but sometimes hacked you know every day is because things are very busy and the person who has authority to sign for example the director gives his password to someone else maybe his secretary to sign documents on his behalf and that I really don't recommend it I don't recommend giving your password anyone else because you don't know where the password may land even though you might trust your secretary for example you don't know that maybe someone else may be able to have your password and it also raises questions when you're not the one you're the one who with authority and you're not the one applying your signature it raises questions on the validity of the signature the validity of their agreement so now let me talk a little bit about let me continue with the list so disable any outdated computer components that could be used as an access point for hackers use secure key signature platforms and even consider creating an e-signature policy so in some of the bigger organizations ecig mature policies are very common so the e-signature policy details what documents can be designed by e-signatures what documents that should not be used with a signature z' what platform should be used what's the recording process after their agreement has been signed but these are some things that you should consider doing to protect your own C's key signature now how about the other party the party that you're contracting with how do you make sure that the person signing is really a person I would and given that we're all working from home it's really we're not able to meet the person in person but it's important to meet him virtually you know have a zoom call ask questions see if there's anything suspicious do your due diligence especially if you haven't interacted with the person before and you might even want to call the company and see if they're aware of this negotiation and if the company says no I'm not aware of this negotiation then alarm bells should ring so moving to the six the six point in the checklist list which is actually the last point have you stored all the relevant records related to e-signatures and I think um a lot of people think that getting the agreement signed that's the last step but that's not the case the last step is really proper storage and you want to ask yourself have you kept a copy of the e-signature esign agreement as well as email records relating to e signature and this can be really important if their agreement is ever disputed in court so here's a checklist again and I've shared a lot of materials so let me just review what you want to consider when applying this checklist so first ask yourself what is the type of document that you're dealing with is it something under the excluded matter are there any other requirements that a wet ink signature must be applied ask yourself does your company have any restrictions on the use of e-cigs how about the other company is there an overseas element what is the governing law of the contract if it's not Singapore then you want to go a step further and ask your lawyer what's the position of a signature in that country how about any issues in terms of enforceability does the person have authority to sign the document is there a risk of fraud is the person who's signing really the person who he claims to be and lastly have you stored all the relevant records related to e signatures so that's a checklist and so this is the slide that I share with you at the very beginning of my presentation can ease igniters be used and I hope by this time I have drilled in all of you that the answer is not so simple that it really depends and you should ask yourself these questions in the checklist before you use a signature and I'll just leave this is my last slide that I'll just just want to leave this with you so especially when there's a lot at stake when the contract is is high value where there may be issues that it will be litigated in court really adopt a cautious approach so with that I will hand it back to Ivan who will moderate the Q&A sessions hey thank you so much repeat as well yipping information is available here I think that was really useful I didn't realize there was so many factors to easing it you know just having signing alone and you know for all SME friends here most importantly please do not share password you know I think that it's just basic hygiene okay oh yeah baby a few question nice to take a group of them first the most important one that I think a lot people are asking is so the signature standards are different across jurisdiction including Southeast Asia how is there any website we can go to find the standards say if I'm operating across Indonesia and save that now or do I have to consult a lawyer for that so s is to consult a lawyer because there are nuances in the law especially if you're dealing with high value contract as I mentioned where there's a lot of stake at the same time there are a lot of articles out there that are written by law firms about the e-signature position in different countries so that may be a good first step if you know if you're if finance is tight and you're not able to consult a lawyer but again the best is really to consult a lawyer especially for high stake contracts okay you go in nature and across borders there will be some things yeah yeah yeah that's right all right okay linear ask what are the essential elements to be included in a signature policy so what are the essence of the question is what are the essential elements to include in an e-signature puzzle an SME to adopt yes sure I think the first thing is be clear as to what documents can be assigned and what documents cannot be assigned and be clear as to who has authority to sign who has authority to assign as I think what happens in some organization is that it's not very clear who has authority and people just you know signs it even though they're not supposed to so so the summarize the first is be clear as to what documents your company wants a signature and what documents you don't want a signature and second be clear as to who can actually be signed got it so sorry and I guess another point add is is security measures and as in addition to what is the record-keeping and would emphasize record-keeping because I've noticed that a lot of companies that's that's an area that can be improved in but record-keeping is really important because you don't know what might have been down the road so it's important to keep all the records related to e-signatures got it thank you so much some of you we have a few questions in a group such as will there be recommend that companies yes we have Adobe trust that and on top that sorry net trucks we have Adobe net trance and sleep with us these are three companies that provide a signature services that you guys can hear about in a very short for Charlotte after we answer all the Q&A so to continue saying this is not the end of the webinar just consisting and they'll be able to share with you our solution now on top of that you know thank you so much Epping because I uploaded slice and you she's sharing today on the isolation dal-su website I personally you guys will be able to access it now back to some additional questions so this is something that even myself is curious I'm signed so many East nature using a lot of this software why do I have to do like my st. Joe in a squeaky light and on Todd that type in my name is Ivan check doesn't matter like you know I cannot just put a little cross on draw a little smiley face and right Ivan chunk does he look so it's a it's a good question so signature it can be I mean it doesn't mean that you have to you know if the signature can be anything you know you can use your thumbprint you can or some fancy signatures where they are smaller base is fine yeah so so and one of the reasons why a lot of times you'll see a little boxing type out your name is because you can't figure out who that person is you signed it because the signature is you know you can't decipher so that's why a lot of times you have that little box you know to write out your signature so that you can identify who actually signed it and I think what you want to consider is you know what is the document that you're trying you're signing maybe if it's a document in your personal capacity then perhaps you know that electronic signature that you use doesn't have to be so secure but if there's a lot at stake then you want to think about using one of the secure a signature platforms where it clearly indicates that you know you signed it at this time in the event or that person signed it at that time in the event of any dispute okay okay leading on this question on sentence question so let's say I have an image file of my teenager and I drag and drop into a PDF document and I exported our guinness PDF is that consider easy nature it is an electronic signature but the question that I want to ask is ask you know that you want to ask yourself is it a secure electronic signature under the ETA and it'll be good to just go back to the slide and you know at your own time to to to see does it meet all those requirements is there an electronic record is it done by way of a security procedure which as you described I don't think so so if that's not the case then actually there's no presumption in court that it's authentic and that has integrity okay you got it so it needs to be on yeah there is at least depending on the severity of the document as well yeah yeah just a thoughtful approach I would say okay got it go through there's a lot of question just let me quickly use once again those of you are asking us to recommend easiest system we have a few vendors you know we don't take a position on any of them I think they're all great just stay in and you'll be able to listen in on them as well later let's talk about having a witness on each nature does it make sense do you need like SX I do I need my mom along there to show that yes yes yeah it's and that is a really good question e witnessing so first not all documents have to be witnessed but what happens is that sometimes companies or people you know they they're a bit cautious and they think oh it's best to have it witness but in fact for the agreement to be valid it doesn't have to be witness so I think you want to first ask yourself given now like everyone's worth in from home you know practically witnessing is very difficult so ask yourself does an agreement need to be witnessed and and and the other thing that you want to ask yourself is if it has to be witnessed you know are there any other alternatives so I mentioned earlier about deeds right and deeds have to be signed by certain people in order to be valid and under the company's law in Singapore it can be signed by two directors or by a director and a witness so in this event you know there's an alternative so you know go with the alternative and I guess the last point I want to add is that in other countries this is topic is is making headlines so in Australia for example my colleague the bird and bird office in Australia actually wrote an article about a new legislation that happened in New South Wales I believe in Australia about witnessing he witnessing you know what are the requirements regarding be witnessing but in Singapore we don't have that regulation yet so I think the short answer is you know go back and ask yourself does the document really need to be witnessed okay okay we answer one or two more questions that's what companies then for some reason Singapore geomap a lot document that requires a circle company stems even though we have moved away from that are we able to make accompanies them into finish or wet inversion um I company seal so the company stand or the company CEO is under yeah it's just a you know a lot of times documents wants you to stand the company name it's a little circle chop I guess yeah I think I think you know similar to how I answer the earlier question you want to ask yourself does the agreement you know whatever you're signing does it really require that company stamp and if it does then you want to ask you know the place where you're submitting the document does that organization or does the government have any requirements that required that it has to be you know physically stamped so so that's something that you want to yourself got it and I think final questions because I know you had to run off for those of you we do not answer a question not to worry we are able to you know you can email info HG Tech and we can see whether we can for some questions and yet think sorry I think you might get flooded by a lot of yes and we asking you a lot of certification it's a very interesting topic so it is right I think the biggest question that I have things like some of some some of the SME member us okay so let's say we really scale EC nature should we video ourself signing the EC injure that's it help and is it presentable in cards that would be the last question for today yes so I fill myself signing you I mean there's no one stopping you but as to how you know effective it is it hasn't been tested in court I just wanted to you know say that a lot of times you know actually witnessing is not needed as long as their agreement was signed then that's valid so it's it's a stuff that you know you don't necessarily have to take there's nothing stopping you but it hasn't been tested whether it you know the court would wait on it got it so it so defense and still chaos because we have not really tested it there's no precedent yeah that's right thank you so much Epping I really appreciate you coming I think it's phenomenal sherry we have so many engaging questions there are more than 45 questions that I wasn't able to reach to so those of you who I have not been able to address a question we're sorry your time and because yeah I think it's wrong but once again thank you so much yeah I think we really appreciate it thank you thanks Ivan thank you everyone thank you they stayed for rest of our friends here we are now going to transition on to sharing from tree solutions I just before I pass my time over there is an industry webinar survey please help us do it if you have some time now just take all your phone scanned is do it now please help us do this all right now some of you guys have been very gila audience and you want something fun you know a little promotion here in case you are very bored on Sunday and have nothing to do you're always welcome to attend baking class with me this Sunday we're baking methods or this is something fun also very tech for you guys if you want some enjoyment and some entertainment alright so thank you so much ladies and gentlemen for this part we are not done please do not leave I'm not