Signing example
Sign a personal guarantee online
An unlimited guarantee is the shortest document with the largest consequence, so the two clauses that carry that consequence are the ones worth initialling. This three page deed over a trade account takes initials from both directors on the no cap clause and the independent advice clause, each behind their own six digit code.
The document, with its fields
The pages as a signer sees them, with the signature, name, title and date fields placed where each party has to complete them.
Deed of Personal Guarantee and Indemnity
1. The parties
| Creditor | Marrickville Steel and Fixings Pty Ltd, ABN 38 116 204 773, of 91 Carrington Road, Marrickville NSW 2204 |
|---|---|
| Customer | Halvard Fitouts Pty Ltd, ACN 631 908 442, of Unit 7, 14 Mandible Street, Alexandria NSW 2015 |
| Account | Trade account 4417, opened 3 February 2024, current limit $85,000 |
| Guarantors | Peta Kalogeras and Roman Dvorak, both directors of the Customer |
| Given | As a deed, by each Guarantor separately, both invited at once |
2. Why this deed exists
The Creditor supplies steel, fixings and fabricated items to the Customer on 30 day terms. It is willing to keep supplying, and to keep the limit at $85,000, only if the two directors stand behind the account personally. This deed is that promise. It is given in return for the Creditor continuing to supply, which is the consideration for it.
3. The guarantee
Each Guarantor guarantees to the Creditor that the Customer will pay everything it owes the Creditor, now and in the future, and will perform every other obligation it has under the trade account terms. If the Customer does not pay or does not perform, the Guarantor will pay the Creditor on demand, as if the Guarantor were the Customer.
4. The indemnity
Separately from the guarantee, each Guarantor indemnifies the Creditor against every loss, cost and expense the Creditor suffers because the Customer has not paid or has not performed, including recovery costs and legal costs on a solicitor and client basis. The indemnity stands on its own, so it survives even if the guarantee in clause 3 turns out to be unenforceable for any reason, including because the Customer's own obligation is unenforceable.
5. Unlimited, joint and several
6. A continuing and principal obligation
- This is a continuing guarantee. It is not discharged by the account being cleared to nil at any point.
- The Creditor may sue a Guarantor without first suing the Customer, and without first calling on any security.
- The Creditor may give the Customer more time, change the limit, vary the terms, release security or settle with the other Guarantor, and none of that releases or reduces a Guarantor's liability.
- A Guarantor's liability is not affected by the Customer being wound up, by a director leaving, or by a change in the Customer's ownership.
- Until the Creditor has been paid in full, a Guarantor may not claim against the Customer for anything they have paid under this deed, and may not prove in the Customer's insolvency in competition with the Creditor.
7. Interest and costs
| Item | What is payable |
|---|---|
| Overdue amounts | Interest at 10 per cent a year from the due date, charged daily, not compounding |
| Recovery costs | The Creditor's actual costs of recovery, including agency and legal costs |
| Dishonoured payment | The bank's fee, plus $40 administration |
| Certificate of debt | A certificate signed by a director of the Creditor is evidence of what is owed unless shown to be wrong |
8. Ending a guarantee
A Guarantor may end their guarantee for the future by giving the Creditor 30 days' written notice. Ending it does not release the Guarantor from anything the Customer owes at the end of that 30 days, or from any order placed before it. The other Guarantor's deed is unaffected and continues in full.
9. Independent advice
Each Guarantor confirms that they have been given this deed to read before signing, that they have been told to get independent legal and financial advice about it, and that they have either taken that advice or freely decided not to. Each confirms they are signing of their own free will and not because of any pressure from the Customer, the other Guarantor or the Creditor.
10. Privacy and credit reporting
Each Guarantor consents to the Creditor collecting their personal and credit information, obtaining a consumer credit report about them for the purpose of assessing this guarantee, and giving information about this guarantee to a credit reporting body if a payment becomes overdue. The Creditor handles that information under the Australian Privacy Principles and its privacy policy, and a Guarantor may ask for access to what is held about them.
11. Notices
A demand or notice may be given to a Guarantor personally, by post to the address the Creditor holds for them, or by email to the address they have used with the Creditor. A demand by email is taken to be received on the next business day. A Guarantor tells the Creditor in writing within 14 days of a change of address or email.
12. General
This deed is governed by the law of New South Wales and each Guarantor submits to the courts of that state. It may be signed in counterparts, and each Guarantor is bound by their own counterpart whether or not the other signs. If any part of it is unenforceable, the rest continues. Nothing in this deed limits a right a Guarantor has under a law that cannot be excluded.
13. What each Guarantor is agreeing to
| Plainly | Effect |
|---|---|
| You are promising to pay somebody else's debt | If Halvard Fitouts does not pay, you pay, from your own money |
| There is no cap | The amount can exceed $85,000 and can grow after you sign |
| You can be pursued alone | The Creditor need not chase the company or the other director first |
| Ending it is forward looking only | Thirty days' notice stops new exposure, not what is already owed |
Execution
Signed by each Guarantor as a deed. Both are invited at the same time and may sign in either order; each is bound from the moment they sign, whether or not the other has signed.
Who signs what
- Peta Kalogeras, guarantor A
- Initials beside the no cap clause on page 1 · Initials beside the independent advice clause on page 2 · Signature, stamped date and printed name on page 3 · Verified by an emailed six digit code
- Roman Dvorak, guarantor B
- Initials beside the no cap clause on page 1 · Initials beside the independent advice clause on page 2 · Signature, stamped date and printed name on page 3 · Verified by an emailed six digit code
The signing journey
Step 1
Ten fields, five each
Each director takes two initials spots and a signature, a date and a name, all in their own colour in the editor so the two columns never blur.
Step 2
Both invited at once
Sign in order stays off, because a guarantee given jointly and severally binds each guarantor from the moment they sign whether or not the other ever does.
Step 3
A code in front of each deed
Each link opens a verification card rather than the document. The code is six digits, lasts ten minutes, is redeemable once, and five wrong entries lock that director for fifteen minutes.
Step 4
Two marks on the two clauses that matter
One drawing per director fills both initials spots and the signature, so marking the no cap clause and the advice clause costs nothing extra.
Step 5
Completion records two verifications
The certified deed goes to both directors and the sender, with a certificate showing an emailed one-time code against each of them.
Every field, and who fills it
Ten fields, split evenly. Each director gets an initials spot in the right margin of page 1, under the box stating the guarantee is unlimited and joint and several, and another on page 2 beside the independent advice clause. On page 3 each gets a signature over the rule the deed prints, a stamped date and a name that fills from the recipient record. Nothing is typed by either of them. Everything else is already written: the creditor, the customer, the account and its current limit, the indemnity that stands on its own, the interest and recovery costs, and the thirty day notice that ends a guarantee for the future only.
How to adapt this envelope
A guarantee capped at a figure puts that number in the box on page 1 and keeps the initials spot beside it, which is the same envelope with a friendlier clause. A single director is one recipient and five fields. And where the creditor wants the deed witnessed, there is no witness recipient type in the application, so the witness has to be a signer the document itself describes as one, with their own field on page 3.
What makes this valid in Australia
The Electronic Transactions Act 1999 allows a signature to be given electronically where the method identifies the person, shows their intention and is as reliable as the circumstances require, and the Corporations Act 2001 covers company execution where a company rather than an individual guarantees. A guarantee is still a promise about somebody else's debt, so the document does the heavy lifting: it says plainly what is guaranteed, records that advice was offered, and sets out in ordinary words what each director is agreeing to. The certificate then holds the verification, the IP address and the consent timestamp against each of them.
What makes this signing flow work
The word unlimited is initialled
A guarantee capped at a figure is a different promise from one that is not, and the difference is a single clause. Putting an initials spot beside the box that spells out no cap, joint and several, means the finished deed shows both directors marked that clause rather than reaching the signature page past it.
Advice is recorded, not assumed
The second initials spot sits beside the clause confirming each director was told to get independent advice and either took it or chose not to. That is the clause most often argued over when a guarantee is enforced, so it earns a mark of its own.
No order, because each promise stands alone
Joint and several means the creditor can recover the whole amount from either director. Neither guarantee depends on the other, so the switch is off, both links go out together and each director is bound from their own signature rather than from the slower of the two.
Questions people ask
Is a personal guarantee valid when it is signed electronically in Australia?
Electronic signing is accepted under the Electronic Transactions Act 1999 where the method identifies the signer and shows intention. A deed carries extra formalities in some states, including witnessing, so take advice before relying on an electronic guarantee rather than assuming a deed works the same way everywhere.
What does joint and several actually mean here?
The creditor can recover the whole amount from either director alone, without going to the other first and without dividing the debt. That is why the order switch is off and why each director is bound from their own signature: neither guarantee waits on the other.
Can a director end the guarantee later?
The deed allows thirty days written notice, and that only stops new exposure. It does not release the director from what the customer owes at the end of those thirty days or from an order placed before it. The other director's deed continues in full.
Why does each director get a six digit code?
Because the page they are opening makes them personally liable without a cap. A plain link would let anyone holding the mailbox see and sign it. The code lasts ten minutes, is redeemable once, and after five wrong entries the recipient is locked for fifteen.
What if a director's code does not arrive?
Ask for another from the verification card. A code is six digits, lasts ten minutes and works once, and up to five codes can be issued to one director in any ten minute window. If the codes are going to a mailbox the director cannot reach, the address on the envelope is wrong, and the fix is to void the envelope and send a new one to the right address.
What happens if one director declines to guarantee the account?
The envelope moves to declined and the sender is emailed with the reason typed into the decline box. Because the switch is off, the other director may already have signed, and a guarantee given jointly and severally binds them from their own signature even though the envelope itself never completes.
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