Terms of Service

These Terms of Service (the “Terms”) govern access to and use of Signum, an electronic signature and document workflow service operated by Cloud Logics Limited, a company registered in England and Wales under company number 12713109 (“Signum”, “we”, “us” and “our”).

These Terms form a binding agreement between us and the organisation on whose behalf the Service is used (the “Customer”, “you” and “your”). The individual who creates an Account, or who accepts these Terms when signing in, confirms that they have authority to bind the Customer to them.

Each Authorised User is asked to accept these Terms the first time they sign in, and again whenever we publish a version that changes them materially. We keep a record of each acceptance, including the version accepted, the time, and the IP address and browser from which it was given. By using the Service you agree to the version of these Terms then in force.

Our Privacy Policy explains how we handle personal data and forms part of these Terms. If anything in the Privacy Policy conflicts with these Terms on a matter of data protection, the Privacy Policy prevails.

The Service is supplied for business purposes only. By accepting these Terms you confirm that you are acting in the course of a trade, business, craft or profession, and not as a consumer.

In these Terms the following words have the meanings given below.

“Account” means the account created for the Customer on the Service, together with every Business within it.

“Authorised User” means an individual whom the Customer, or an administrator acting for it, has invited to use the Customer’s Account.

“Business” means an organisation set up within an Account — a company, branch or trading entity — that sends documents under its own name and branding.

“Customer Content” means the documents, templates, data and other material uploaded to or created in the Service by or for the Customer, including the information Signers enter when completing a document.

“Envelope” means one or more documents sent through the Service for signature, together with its Recipients, fields, audit trail and, once completed, its certificate of completion.

“Fees” means the subscription charges and any other charges payable for the Service, as shown on our pricing page and in the Billing area of the Account.

“Plan” means the subscription tier the Customer has chosen (at the date of these Terms: Starter, Professional or Group), with the allowances and features described on our pricing page.

“Recipient” and “Signer” mean a person to whom an Envelope is sent, whether to sign it, to fill it in, or to receive a copy.

“Service” means the Signum web application, the signing pages, the public verification page, the application programming interface (“API”), webhooks, embedded signing and any related software, documentation and support that we provide.

“Subscription Period” means the monthly or annual period for which Fees have been paid in advance.

In these Terms, headings do not affect interpretation; “including” and similar words do not limit the words that come before them; a reference to legislation includes that legislation as amended or replaced; and “writing” includes email.

An Account is created when an organisation completes our sign-up form, or when we create one on its behalf. The person who signs up becomes the first administrator, and the temporary password is sent only to the email address they gave. You must provide accurate, complete and current information, and keep it up to date.

You are responsible for all activity carried out through your Account, including by your Authorised Users and by any system using your API keys. You must ensure that each Authorised User complies with these Terms.

Sign-in details are personal to the Authorised User to whom they are issued and must not be shared. You must keep passwords and API keys confidential, revoke access promptly when someone leaves, and tell us without delay at hello@getsignum.uk if you suspect unauthorised use of your Account.

For security, the Service signs an Authorised User out after a period of inactivity, which the user may set within the limits the Service allows.

We may refuse to open an Account, or hold a sign-up for manual review before it is activated, where we reasonably consider it necessary to prevent abuse of the Service.

The Service enables you to prepare documents, send them to Recipients for signature, collect signatures and other information, and receive a completed copy of each document with a certificate of completion and an audit trail.

Electronic signatures collected through the Service are intended to be admissible and legally effective under the Electronic Communications Act 2000 and the UK eIDAS Regulation. On completion, each document is sealed with a tamper-evident cryptographic seal (PAdES) and timestamped, so that any later alteration can be detected, and it can be checked at any time on our public verification page.

You are responsible for deciding whether an electronic signature is appropriate for a particular document and transaction. Some documents — for example wills, certain deeds that must be witnessed, and documents to be filed with a registry that sets its own requirements — may need formalities that an electronic signature does not satisfy. We do not give legal advice, and nothing in the Service is legal advice.

You are responsible for identifying your Recipients correctly. The Service records the evidence described in our Privacy Policy, such as email delivery, IP addresses, device information and timestamps, but beyond confirming that a Signer could open the link sent to them, we do not verify the identity of the person who signs.

We continuously develop the Service and may add, change or remove features. We will not remove a feature that is central to your Plan during a Subscription Period you have already paid for, and we will never remove the sealing, certificate of completion, audit trail or public verification of documents already completed.

An Account created through our sign-up form receives a free trial of 90 days. No payment details are needed to start the trial, and no Fees are charged during it. An Account set up by us directly receives the trial period stated when it is created.

When the trial ends, the Account becomes view-only until a Plan is chosen: you can still open and download everything in it, but nothing new can be created or sent. Nothing is deleted when a trial ends, and choosing a Plan restores full use immediately.

Payment is never taken automatically at the end of a trial. Fees become payable only once you choose a Plan and enter payment details.

Each Plan covers a number of Businesses and Authorised Users and includes the features described on our pricing page. At the date of these Terms: Starter covers one Business and one Authorised User; Professional covers up to three Businesses and unlimited Authorised Users; and Group covers up to seven Businesses and unlimited Authorised Users, with API access and webhooks.

Group is the only Plan to which further Businesses can be added. Each additional Business is charged per Business, on the same billing interval as the subscription, and is added to the existing subscription pro rata for the remainder of the current Subscription Period. Starter and Professional cannot be extended beyond their allowance without moving to a higher Plan.

Documents, Envelopes and Signers are unlimited on every Plan, for normal business use. Everything that affects the legal standing of a signature — sealing, the certificate of completion, the audit trail and public verification — is included on every Plan.

“Unlimited” is not a licence to send unsolicited or bulk communications. If an Account’s sending volume, bounce rate or complaint rate threatens the delivery of email for other customers, we may apply reasonable rate limits, and we will contact you first wherever possible.

An Account sending well beyond typical business volumes — as a guide, more than 1,000 documents per Business per month — may be asked to move to an arrangement that reflects that usage. This is the point at which we get in touch with you, not a hard limit: nothing is blocked automatically, and we will never charge you for usage above your Plan without first agreeing it with you.

Fees are payable in advance, monthly or annually according to the billing interval you choose, in pounds sterling. All Fees are stated exclusive of VAT, which is added at the applicable rate and shown on each invoice.

Payments are processed by our payment provider, Stripe. Card details are entered on its pages and never reach us. By subscribing, you authorise us to charge your chosen payment method for the Fees at the start of each Subscription Period.

A subscription renews automatically at the end of each Subscription Period for a further period of the same length unless it is cancelled before the renewal date.

If a payment fails, we will ask you to update your payment details. Until the outstanding Fees are paid, the Account may become view-only: nothing is deleted, and full use is restored as soon as payment is made.

We may change our Fees on at least 30 days’ notice. A change never applies to a Subscription Period you have already paid for; it takes effect from your next renewal.

Except where these Terms say otherwise or the law requires, Fees are non-refundable, and we do not refund part of a Subscription Period.

You may move to a higher Plan at any time. An upgrade takes effect immediately and is charged pro rata to the payment method on your Account for the remainder of the current Subscription Period.

A move to a lower Plan always takes effect at the end of the Subscription Period you have already paid for, never immediately. Until then you keep the Plan you paid for in full, and you may withdraw the change at any time before it takes effect.

You may cancel your subscription at any time from the Billing area. Your subscription then runs to the end of the Subscription Period already paid for and is not renewed.

If a lower Plan covers fewer Businesses or Authorised Users than you are using, you choose which Businesses remain active and which Authorised Users keep access. A Business that is not kept active becomes read-only for 30 days, during which you can still open it, download every document and export its contents. After those 30 days it is hidden from your Account while its data is retained. Authorised Users who do not keep access retain their login and lose access only to that Business. Moving back to a higher Plan restores everything.

Removing an additional Business from a Group subscription stops its charge from the next Subscription Period.

You confirm that you have the right to upload, send and process all Customer Content, and that you have any notices or lawful bases needed to send documents to your Recipients and to process their personal data through the Service.

You must not use the Service, or allow it to be used:

1. (a)for any unlawful, fraudulent, misleading or deceptive purpose, including to obtain a signature by misrepresentation;
2. (b)to send unsolicited marketing, spam or bulk communications;
3. (c)to upload or transmit malware or any material that is defamatory, obscene, infringing or otherwise unlawful;
4. (d)to impersonate any person or organisation, or to misrepresent your relationship with them;
5. (e)to attempt to gain unauthorised access to the Service, to other accounts or to our systems, or to probe, scan or test their vulnerability without our written permission;
6. (f)to interfere with or disrupt the Service, including by circumventing rate limits or access controls; or
7. (g)to copy, resell, sublicense or provide the Service to third parties, or to reverse engineer it, except to the extent the law expressly permits.

You must comply with all laws that apply to your use of the Service, including data protection, anti-money laundering, consumer protection and electronic communications law.

As between you and us, you own the Customer Content. You grant us a non-exclusive, royalty-free licence to host, store, copy, process, transmit and display the Customer Content only as needed to provide, secure and support the Service and to comply with the law.

We do not alter a document while it is being signed. Values entered by Signers are kept separately and applied once, when the document is completed and sealed.

Completed documents, their certificates of completion and their audit trails are legal records relied upon by everyone who signed them. They are retained, including after a Business becomes inactive or a subscription ends, so that anything already signed remains verifiable on our public verification page.

Files uploaded by Signers at your request — such as identity documents or proof of address — belong to the person who supplied them, and are treated differently: they are removed when the Business they belong to becomes inactive, 30 days after it becomes read-only.

Drafts and other data not yet sent can be deleted on request. You may ask us to delete completed documents; we will do so except where we are required by law to keep them, or where deletion would prejudice the rights of another party to the document.

You are responsible for keeping your own copies of documents you need. Each completed document can be downloaded at any time while the Business it belongs to is active or read-only.

Each party will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (together, “Data Protection Law”) in relation to personal data processed under these Terms.

For personal data contained in Customer Content — including the details of Recipients and the information they enter — you are the controller and we are your processor. For the details of your Account and Authorised Users, for billing, and for the security of the Service, we are a controller, as described in our Privacy Policy.

Where we act as your processor, we will:

1. (a)process the personal data only on your documented instructions, which are given by your use of the Service and these Terms, unless the law requires otherwise;
2. (b)ensure that everyone authorised to process it is bound by confidentiality;
3. (c)maintain appropriate technical and organisational security measures, including encryption in transit and at rest and segregation of data between organisations;
4. (d)engage only the sub-processors listed in our Privacy Policy, each under written terms giving equivalent protection, and give notice through the Privacy Policy before adding or replacing one, so that you may object;
5. (e)assist you, taking into account the nature of the processing, in responding to requests from individuals exercising their rights and in meeting your obligations on security, breach notification and impact assessments;
6. (f)notify you without undue delay after becoming aware of a personal data breach affecting your data;
7. (g)at the end of the Service, make the data available for export and delete it on request, subject to clause 10.3 and to any legal obligation to retain it; and
8. (h)make available the information reasonably needed to demonstrate compliance with this clause.

Documents and the database are stored in the United Kingdom. Where a sub-processor processes personal data outside the United Kingdom, the transfer is covered by UK adequacy regulations or by the safeguards that Data Protection Law requires.

Where your Plan includes them, you may connect your systems to the Service through the API, webhooks and embedded signing, in accordance with our documentation.

API keys are secret credentials. Every request made with your API key is treated as made by you. You must store keys securely, never expose them in public code or in a browser, and revoke a key immediately if you suspect it has been compromised.

Webhook messages are signed so that you can verify they came from us; you are responsible for verifying them and for the security of the endpoints you register. Embedded signing returns a Signer only to web addresses that you have registered in advance.

Where you embed signing or choose not to have us email Recipients, you are responsible for delivering the signing link securely to the right person and for any identity checks you rely on.

We may apply reasonable rate limits to the API and may change the API on reasonable notice. We will not make a change that breaks an existing integration without notice, except where urgently needed for security.

We and our licensors own all rights, including intellectual property rights, in the Service, its software, design, documentation and the Signum name and branding. Subject to these Terms and to payment of the Fees, we grant you a non-exclusive, non-transferable right, for the duration of your subscription, for your Authorised Users to use the Service for your internal business purposes.

If you choose to give us suggestions or feedback about the Service, we may use them freely without any obligation to you.

Each party will keep confidential the other’s non-public information that it receives in connection with these Terms, use it only to perform or receive the Service, and disclose it only to those who need it for that purpose and are bound by equivalent obligations.

This clause does not apply to information that is or becomes public other than through a breach of these Terms, that the receiving party already lawfully held or independently developed, or that must be disclosed by law or by a court or regulator, provided that, where lawful, the other party is told first.

We aim to make the Service available at all times and to fix problems promptly, but we do not guarantee that it will be uninterrupted or error-free. We may carry out maintenance, and we will make reasonable efforts to keep disruption to a minimum.

Support is provided by email at the level included in your Plan, as described on our pricing page. Where the Service shows an error with a support code, please quote it so that we can find the cause quickly.

The Service depends on the internet and on third-party networks, email systems and providers outside our control. We are not responsible for delays or failures caused by them, including email that a Recipient’s provider delays, filters or rejects.

We may suspend all or part of your access to the Service, with immediate effect where necessary, if:

1. (a)you, or anyone using your Account, materially breach these Terms, including the acceptable use rules;
2. (b)your use poses a risk to the security, integrity or availability of the Service, or to the delivery of email for other customers;
3. (c)we are required to do so by law, a court or a regulator; or
4. (d)Fees remain unpaid after we have asked you to pay them.

Where reasonably possible we will tell you first and give you an opportunity to put matters right, and we will restore access promptly once the reason for the suspension has been resolved.

You may end these Terms at any time by cancelling your subscription and ceasing to use the Service.

We may end these Terms on 30 days’ written notice for any reason, or immediately by notice if you commit a material breach that is incapable of remedy or that you do not remedy within 14 days of being asked to, or if you become insolvent or cease to trade. If we end these Terms other than for your breach, we will refund any Fees you have paid for the unused part of the current Subscription Period.

When these Terms end, your right to use the Service ends, and clause 10 governs what happens to Customer Content. Completed documents remain verifiable on our public verification page. Clauses that by their nature should survive termination — including those on Fees owed, records, data protection, confidentiality, liability and the general provisions — continue to apply.

We will provide the Service with reasonable skill and care. If the Service does not do so, your remedy is for us to use reasonable efforts to correct the problem and, if we cannot, for either party to end these Terms, in which case we will refund any Fees paid for the unused part of the current Subscription Period.

Except as expressly set out in these Terms, the Service is provided “as is”, and all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. We do not warrant that the Service will meet your particular requirements, or that any document signed through it will be enforceable in every circumstance or jurisdiction.

Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Subject to clause 18.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, contracts, anticipated savings or goodwill, for any loss or corruption of data, or for any indirect or consequential loss.

Subject to clause 18.1, each party’s total aggregate liability arising under or in connection with these Terms in any period of 12 months is limited to the greater of (a) the Fees paid and payable by you for the Service in the 12 months before the event giving rise to the claim, and (b) £100.

Clause 18.3 does not limit your obligation to pay Fees properly due, or your liability under clause 19.

You will indemnify us against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from any third-party claim that the Customer Content, or your use of the Service in breach of these Terms or of the law, infringes that third party’s rights or is unlawful. We will notify you promptly of any such claim, allow you to conduct its defence, and give you reasonable assistance at your cost.

Neither party is liable for any delay or failure to perform its obligations (other than an obligation to pay) caused by events beyond its reasonable control, including failures of utilities, the internet or third-party hosting, cyber-attacks that could not reasonably have been prevented, industrial action, government action, pandemic, fire, flood or war. The affected party will notify the other and take reasonable steps to limit the effect.

We may update these Terms from time to time, for example to reflect changes to the Service, our Plans or the law. The date at the top of this page shows when they were last updated.

Where a change is material, we will ask each Authorised User to accept the new version when they next sign in. If you do not agree to a change, you may cancel your subscription before it applies to you; if the change is to your disadvantage and takes effect during a Subscription Period you have paid for, we will refund the Fees for the unused part of that period.

Notices to us must be sent by email to hello@getsignum.uk. Notices to you will be sent by email to the administrator address on your Account, or shown in the Service. A notice sent by email is treated as received at the time of transmission, or, if sent outside 9:00 to 17:00 UTC on a business day, at 9:00 UTC on the next business day.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign them to a successor to all or part of our business, provided your rights under these Terms are not reduced.

These Terms, together with the Privacy Policy and the Plan and Fees you have chosen, form the entire agreement between us about their subject matter and supersede any earlier arrangement. Each party acknowledges that it has not relied on any statement not set out in them. Any terms you put forward, including in a purchase order, do not apply.

If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

A failure or delay in exercising any right is not a waiver of it, and a waiver of one breach is not a waiver of any other.

Nothing in these Terms creates a partnership, joint venture or agency between the parties. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

If you have any question about these Terms, please contact us at hello@getsignum.uk. Cloud Logics Limited is registered in England and Wales under company number 12713109.