Welcome. Daniel Fabiano. Andrea Masterton. Partner Fasken Martineau DuMoulin LLP. Marketing Director esignlive

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1 Welcome Daniel Fabiano Partner Fasken Martineau DuMoulin LLP Andrea Masterton Marketing Director esignlive 2016 Silanis Technology Inc. All rights reserved. 1

2 2016 Silanis Technology Inc. All rights reserved.

3 E-SIGNATURE ADOPTION Banks, Credit Unions Financial Services Government econtracting Mortgage Account Opening HR Vendor contracts Disclosures RRSP Procurement Contract approval process Lending GICs Inspections Contract award notices Credit card applications Mutual Funds Licensing Contract modifications Account openings Financing and retail Field force enablement NDAs Deposits and payments installment contracts Supply chain management Service agreements Treasury management Payment processing & Operations Delivery order requests Wealth management merchant contracts Accounting Internal / Operations Internal / Legal Audits Healthcare/Pharma Insurance Companies Insurance Brokers Other Purchase orders for narcotics / controlled substances Consent forms Clinical trials Lab reports New business processing epolicy delivery edisclosure delivery Online memberships Claims and appraisals Account maintenance New business Renewals Endorsements Account openings and maintenance Internal (accounting, HR) Real estate transactions Federal tax returns Law firms / client files Outsourced accounting Safety/compliance forms for truckers / transporters 2016 Silanis Technology Inc. All rights reserved.

4 E-SIGNATURE DRIVERS One esignlive customer avoided more than 1 million legal disputes using our comprehensive electronic evidence. Improve the Customer Experience Sign anytime, anywhere, on any device Make it easy to do business A leading insurer reduced NIGO rates by 66 percent using e-signatures. Strengthen Compliance / Legal Enforce business rules Avoid errors and omissions Capture detailed audit trails Customers think we re rock stars! CalPoly FCU Improve Efficiency & Productivity Eliminate paper chase Reduce processing time Reduce cost New business processing time reduced from 52 days > 15 minutes 2016 Silanis Technology Inc. All rights reserved. 4

5 Legal Issues with e-signature, e-delivery, e-retention Daniel Fabiano Partner, Fasken Martineau DuMoulin LLP May 31, 2016

6 Disclaimer This presentation is for general information only. It is neither intended as, nor should it be construed as, legal advice or opinion E-commerce laws vary by province and may be supplemented by sector specific laws. For legal advice that is specific to your jurisdiction and situation, please consult a lawyer 6

7 Why Put Down the Pen? Automate / expedite business processes Cut operational costs Improve efficiency and collaboration Improve customer experience Environmentally-friendly Address legal compliance / limit liability 7

8 Key Legislation Sector E- Specific Commerce Laws Laws 8

9 Exclusions (E-Commerce Law) This is a general example. Exclusions vary by province! Wills / codicils Land transfer / registration Trusts created by wills / codicils Negotiable instruments Powers of attorney 9

10 Exclusions / Requirements (Sector Specific Law) This is an illustration of some sector specific limitations in some jurisdictions. Phrasing physicality registered mail by hand Significant notices (e.g., notice of cancellation) Identity Verification (know your client) Beneficiary designation (testamentary disposition concern) 10

11 Scope of E-Commerce E-contracts and e-signature E-delivery of documents Retaining E-records in place of paper records 11

12 Consent Consent to conduct business electronically May be express or implied Scope of consent should be clear: 1. to enter into a contract electronically and 2. to receive delivery of information electronically 12

13 In Writing Requirement? Set out in writing? Provided or delivered in writing? Electronic documents can satisfy these requirements if the record can be retained and is accessible by recipient for subsequent reference 13

14 Electronic Signatures What is an e-signature? Electronic information that a person creates or adopts in order to sign a document and that is in, attached to or associated with the document Range in complexity and reliability: from secure encrypted digital signatures to a signature line in an or an image of a signature. Whether a particular format of e-signature meets a legal requirement depends on the circumstances 14

15 Risk of Repudiation Dispute over the legitimacy of signature! E-signature process needs to be designed with 3 I s in mind: Identity Intention Integrity the electronic signature is that of the person who is intended to sign the document; the person applied his or her signature with the intent to sign the document; and the electronic signature is bound to the document so that any changes to the document can be detected. Choose an appropriate form of electronic signature, and ensure integrity by tamper-proofing e-records 15

16 Scope of E-Commerce E-contracts and e-signature E-delivery of documents Retaining E-records in place of paper records 16

17 E-Record Retention Retaining an e-record in place of a paper copy Must be organized in same or substantially same manner Must be accessible for subsequent reference by entitled person Must be reliable assurance as to integrity of information Must keep information on Origin Destination (if required to send it) Date and time sent or received (or created) 17

18 E-Record Retention: Integrity How to provide assurances of the integrity of electronic document? Document remains complete and unaltered / secure Must be stable through life-cycle (creation, access, transmission / copying, retention, until archiving / destruction) Detailed recordkeeping for modifications to the document (who requested modification, when was it made and who made it ) 18

19 Process Design: Best Practices Involve legal counsel and technology and process experts at the outset when designing the system Consider how documents will be delivered (keeping in mind privacy issues and legislation) Consider how to handle undelivered s Consider how each electronic document can be tracked Time and date stamps, receipts etc. 19

20 Process Design: Best Practices Obtain consent to: Communicate electronically / provide information electronically Use electronic signatures Consider which signature methods are appropriate Digitized (simple) vs. digital / encrypted (complex) E-signature process should: Require the user to access the entire document before signing Require action to effect the electronic signature Inform the signer of how to sign Record the date, time and signature with the signed doc in a tamper-proof manner 20

21 DEMONSTRATION 2016 Silanis Technology Inc. All rights reserved. 21

22 Success BEST Factors PRACTICE Capturing SPECIFIC -WHITE information LABEL Drives high customer adoption and completion rates by keeping the spotlight on your brand Interface Customers only see your brand in all web & mobile interfaces s All notifications and s sent using your own secure servers Your Brand Ensures a seamless customer experience and builds trust 2016 Silanis Technology Inc. All rights reserved. 22

23 BEST PRACTICE -AUDIT TRAILS Buying Journey Comprehensiveevidence to make it faster and less costly to prove your compliance or legal case Active audit trail - a visual recording of the step-by-step workflow - as seen and experienced by signers All Content Appearance of all web pages and documents presented to signers All Actions Click to sign / initial / accept / agree download, save, etc. Time Stamp Log in / out, how long spent on each web page and document 2016 Silanis Technology Inc. All rights reserved. 23

24 ENTERPRISE E-SIGNATURES Priority Initiative Companies are looking for an enterprise shared service to support all use cases B2C B2B B2E DEPLOYMENT IMPLEMENTATION WORKFLOWS CHANNELS SIGNATURE DEPLOYMENT WORKFLOWS ON CHANNELS CAPTURE On-Premises Public Cloud Private Cloud Stand-alone web service 3 rd party connectors Mobile Apps Outof the box Fully integrated and customized Web Call Center Retail Click/ tap to sign Signature capture pad Touch screen USER AUTHENTICATION USER AUTHENTICATION Username password Digital certificates Challengeresponse SMS pass code Smart cards GlobalData Centers API / SDKs Mobile / Field Use your own device 3 rd party service DIGIPASS 2016 Silanis Technology Inc. All rights reserved. 24

25 DEPLOYMENT OPTIONS On-Premises, Public or Private Cloud 2016 Silanis Technology Inc. All rights reserved.

26 Questions / Discussion Questions? Daniel Fabiano Partner dfabiano@fasken.com Andrea Masterton Marketing Director andrea.masterton@esignlive.com 2016 Silanis Technology Inc. All rights reserved.