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Category Administration and Management
Type Policy
Approved by Vice-Chancellor, 29 January 2024
Date takes effect 29 January 2024
Last approved revision 
Sponsor Registrar and Secretary to the Council
Responsible officer Manager, Policy and Compliance
Review date 

Purpose

To advise:

  • when electronic and digital signatures are acceptable; and
  • how to use electronic and digital signatures at the University of Otago.

Organisational scope

This policy applies University-wide.

Definitions

Electronic signature
A signature in electronic form which demonstrates the intent of the signatory to be legally bound by the terms of a document, including a digital signature.
Digital signature
A signature in electronic form which:
  1. demonstrates the intent of the signatory to be legally bound by the terms of a document; and
  2. is executed by way of a product which is able to authenticate the document (i.e., to secure the document and ensure that it has not been tampered with, altered, or forged).

Content

  1. Requirements for a valid electronic signature

    1. In order for an electronic signature to be valid, the following requirements must be met:
      1. All parties to the document must consent to the use of electronic signatures;
      2. The electronic signature must adequately identify the signatory and indicate the signatory’s approval of the information to which the signature relates. For example, the signatory’s full name should be printed clearly next to their signature. If applicable, the document should also record in what capacity the signatory is signing;
      3. The electronic signature must be inserted by the signatory or an appropriately authorised person;
      4. The electronic signature is generated under the signer’s full and total control and under no duress or persuasion from another person; and
      5. No alteration is made to the electronic signature after signing.
    2. Users must use their University login for signing documents electronically, if applicable.
    3. The method of electronic signature used must be:
      1. By way of tick box or an ‘Approve / Agree / Submit’ button (e.g., via Nitro PDF / Adobe PDF);
      2. A non-verified electronic signature that is inserted into the document (e.g., by way of Nitro Sign / Adobe Request E-Signature);
      3. A digital signature for higher level contracts (e.g., via DocuSign); or
      4. Another electronic signature method approved by the Registrar and Secretary to the Council.

  2. Documentation where an electronic signature can and cannot be used

    1. Where used electronic signatures may be implemented by method 1(c)(i), above, in relation to low-level divisional or departmental forms where the signature is intended to note an individual’s “approval” of a document or course of action.
    2. Where used electronic signatures must be implemented by way of method 1(c)(ii), above, in relation to documents which outline substantive rights and/or obligations, such us:
      1. Employment offers, agreements and variations
      2. Any documents concerning staff pay and salaries
      3. Agreements for Contract for Services and related forms
      4. Confidentiality agreements
      5. Some research related approvals and contracts
      6. Marketing agreements
    3. Where used digital signatures may be implemented by way of method 1(c)(iii), above, in relation to the following documents:
      1. Documents in respect of procurement processes (e.g., tendering through to contract signing)
      2. Council papers
      3. High value agreements
      4. Agreements for Sale and Purchase of Real Estate
      5. Commercial agreements
      6. Leasing documentation
      7. Director resolutions
      8. Shareholder resolutions
      9. Trustee resolutions
      10. Deeds
      11. Partnership agreements to be signed by the Chief Operating Officer, Council or Senior Leadership Team
      12. Memoranda of Understanding to be signed by the Chief Operating Officer, Council or Senior Leadership Team
    4. If you are not currently using digital signatures (e.g., by way of DocuSign) and would like to, you must seek approval from Corporate Records Services:
      Email corporate.records@otago.ac.nz
    5. You must use your University of Otago email address when executing documents by way of DocuSign. This requirement applies when you set up a DocuSign contract and when you receive a link to complete the signing process.
    6. Electronic and digital signatures cannot be used in relation to the following documents. A wet-ink signature will be required for:
      1. Wills, codicils or other testamentary instruments.
      2. Affidavits, statutory declarations, or other documents that are given on oath or affirmation.
      3. Powers of Attorney and Enduring Powers of Attorney.
      4. Negotiable instruments i.e., a signed document that promises a sum of payment to a specified person or assignee (e.g., cheque, cashier’s cheque, money order, bills of exchange, promissory notes, certificates of deposit).
      5. Information that is required to be provided in writing and in person, unless the person receiving the electronic signature/s consents to it being signed electronically. For example, this could include a high-value contract which requires a wet-ink signature.

  3. Witnessing an electronic signature

    1. Some documents (e.g., Deeds) require an electronic signature to be witnessed. In general, it will not be necessary to have witness signatures in a document.
    2. If a document does require an electronic signature to be witnessed, the following criteria must be met:
      1. The witness must observe the signature being made before signing the document themselves.
      2. The witness may be physically present, or they may witness the electronic signature take place over audio-visual technology (e.g., via a video call or screen sharing). In both cases, the witness must be able to see:
        1. The document;
        2. The signatory; and
        3. The signatory signing the document.
      3. The witness cannot be party to the document and should be adequately identified by stating their name, address and occupation.
    3. Caution should be taken when witnessing is required for a document that is covered under the law of another country or jurisdiction, where remote witnessing is not yet introduced or allowed.
    4. Staff can contact the Manager, Policy and Compliance for further advice if required.

  4. Retention

    1. Any documents signed by electronic signature need to be securely stored and retained in OURDrive, in accordance with the requirements of the Public Records Act 2005 and the University of Otago’s General Disposal Authority. Staff can contact Corporate Records Services for further advice if required.

Related policies, procedures and forms

Contact for further information

If you have any queries regarding the content of this policy, procedure or guideline or need further clarification, please contact the Registrar:

Email registrar@otago.ac.nz

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