AccordFlow Service Agreement (Draft)

Last updated: March 18, 2024

This draft Service Agreement outlines the core commercial and compliance terms that will apply when organizations engage AccordFlow to deliver digital signature and identity assurance services. The draft is provided for review and collaboration; it does not constitute a binding commitment until executed by the parties.

1. Scope of Services

1. Platform Access. AccordFlow will provision access to its signature orchestration platform, including web, mobile, and API experiences, for the Client’s authorized users.
2. Trust Services. Qualified certificates, audit trails, and long-term validation artifacts are issued in accordance with applicable standards (including eIDAS, ETSI EN 319 411/421, and ISO 27001).
3. Support. Enterprise support includes a 99.9% uptime commitment, 24/5 incident response, and access to onboarding specialists during the initial launch period.

2. Responsibilities

1. AccordFlow. Maintains infrastructure, ensures compliance with relevant regulations, and provides timely updates and security fixes.
2. Client. Manages user access, supplies accurate signer information, and ensures that documents submitted through the platform comply with applicable law.
3. Mutual. Both parties will cooperate on audits, regulatory inquiries, and security assessments as required.

3. Data Protection

1. Lawful Processing. Personal data is processed strictly for the provision of digital signature services in line with GDPR, HIPAA (where applicable), and other privacy regimes.
2. Subprocessors. AccordFlow maintains an up-to-date list of subprocessors, performs due diligence, and provides advance notice of material changes.
3. Data Residency. Clients may select data residency zones; cross-border transfers are protected by recognized transfer mechanisms.

4. Commercial Terms

1. Fees. Usage-based fees are invoiced monthly in arrears. Overages may be charged when signature events exceed the contracted volume tiers.
2. Payment. Invoices are due within 30 days of receipt unless otherwise agreed in writing.
3. Term & Termination. The initial term is 12 months and renews automatically for successive one-year periods unless a party provides 60 days’ prior written notice of non-renewal.

5. Confidentiality and Intellectual Property

1. Confidential Information. Both parties will protect confidential information with the same level of care they apply to their own sensitive data and no less than reasonable care.
2. IP Rights. AccordFlow retains all intellectual property rights in the platform. Client receives a non-exclusive, non-transferable right to use the services during the term.

6. Liability

1. Limitation. Except for fraud, gross negligence, or willful misconduct, each party’s aggregate liability is limited to the fees paid or payable during the 12 months preceding the claim.
2. Indirect Damages. Neither party will be liable for consequential, punitive, or indirect damages.

7. Next Steps

This draft is intended to accelerate commercial discussions. Please share feedback with the AccordFlow legal team so that a final executable agreement can be prepared. Once mutually agreed, both parties will exchange a signed master agreement and any applicable order forms or data processing addenda.