How to get started with digital acceptance and signing of contracts
What alternatives are there today to get acceptance from the parties of a contract? How do you effectively gather acceptance - or signatures as many say - from one or more recipients for a particular document?
Many companies, organizations and private individuals in Sweden have encountered e-signing in some form. What variants are there, how valid are they and what is an e-signature?
This article covers some background and gives you information that will hopefully help you navigate in the signing jungle.
Understand the concepts; e-signature, digital signature, acceptance
Different sources use different terms and these are not always well defined. Because the concepts are so new, misunderstandings easily arise.
• In order for an agreement to be considered legally valid, an offer and an acceptance are required in accordance with section 1 of the Swedish Contracts Act. An offer is, for example, a contract proposal that is binding on the tenderer for a certain period of time. If the other party chooses to accept the offer, an acceptance has taken place and the agreement is thus binding for the parties. In the Swedish Contracts Act, it is the act "to give acceptance" in itself that is important, not how it is technically implemented.
• Technical articles often use the terms digital signature or digital certificate. In a technical context, these concepts have no connection to legal frameworks. Digital certificates and signatures are technical innovations that form the basis for modern methods of accepting contracts digitally, but the concept is too broad to be used directly in laws.
• EU Regulation eIDAS (EU) 910/2014 divides signatures into three categories: electronic signature, advanced electronic signature and qualified electronic signature. The regulation specifies the requirements that apply to each type of signature and this is then used in the laws of different EU countries.
• The Swedish authority DIGG (Authority for digital administration) has chosen to use the terms "e-signature" and "e-stamp" respectively. However, e-signatures are available in different variants: standard, advanced and qualified and these comply with the EU regulation eIDAS. "E-stamp" is used when an organization is a signatory.
In this article, we use the term "acceptance" because we think it best corresponds to the intention "to accept" a contract. How to practically choose "to accept" a contract is done by choosing "signing method", more about this below.
List which document types that need "acceptance"
Contracts in various forms may be the first thing you think of in relation to acceptance, but there are many other documents where an acceptance is required. There are of course a countless number of documents that can be mentioned but the list below gives some examples.
• Customer contracts. Classically used, a customer must accept a contract that describes the conditions that apply to a purchased product or service.
• Supplier contracts. A supplier contract describes conditions that apply between customer and supplier. This may involve a delivery of products or services. The supplier here usually wants an acceptance from the customer, but it is not uncommon for both parties to give acceptance, ie "sign" the contract.
• Employment contracts. All employment requires by law an acceptance from the employee.
• Cooperation agreement. Cooperation agreements can cover many different contracting parties. An example is a shareholder agreement. Getting acceptance from all the parties involved if there are many parties can be a real time thief.
• Health declarations. Often this must be "signed" by you in order for it to be considered valid, ie you accept that the document is correct.
• Inspection protocol. If a house inspection is carried out, you as the customer want to be able to give an acceptance that you have received and accepted the contents of the inspection protocol. It is also important that the person or company that carried out the inspection "signs", ie certifies, that the document is correct.
• Certification document. Many certifications are governed by legal requirements or policy documents and may be performed by an external party who also "signs" the document. This is a type of acceptance.
• Confidentiality agreement. Suppliers, employees, new customers. In many cases, a confidentiality agreement is required to begin exchanging information and acceptance of such an agreement is a necessity.
Review how different signing methods work
As we mentioned earlier, in this article we use the word "accept" to describe the act of accepting a contract or document. Performing an accept in practice, can be done in many different ways and we call these "signing methods". Some signing methods with explanations:
• Signing on paper. Perhaps the most common way to give an acceptance is still to write your signature on a paper document, even though e-signing is growing rapidly in Sweden. If you use a contract service or a signature service, it is therefore important that it supports signing on paper. Note that a signed paper document must be saved in the original in order to be used legally in litigation in court.
• Sign via SMS. The signatory needs to be able to review the document. The review can be done either digitally or on paper. The signer then enters a code received from the other party via SMS. The signing method relates a mobile number to the acceptance of the document, ie no person can be linked directly to the acceptance. In many cases, however, this goes a long way. For you who use a contract service on the web, it is important that you can link the accepted document to the sending of SMS and the acceptance.
• Sign by email. This method is very similar to signing via SMS. The signatory needs to be able to review the document. The review can be done either digitally or on paper. The signer then enters a code received from the other party via e-mail. The signing method relates an e-mail address to the acceptance of the document, ie no person can be linked directly to the acceptance. Email signing can be made more legally secure by simply allowing the signer to use an email address owned by a company. In this way, you can also link a company to the acceptance. For those of you who use a contract service on the web, it is important that you can link the accepted document to the sending of emails and the acceptance itself.
• Sign on screen. Used, for example, when you want to get an acceptance from a customer in a store or an acceptance that a parcel delivery has been received. The signer draws his signature directly on a screen. The method is easy to manipulate and should not be used for distance signing, but since you have physical contact with the signer, it is simple and intuitive to use. . For those of you who use a contract service on the web, it is important that you can link the accepted document to the saved digital signature.
• E-signing or e-signature. All the digital signing methods above are examples. Combinations of the above can also be used to increase legal certainty and in some cases increase clarity. For example, on-screen signing can be combined with SMS signing to get both a visual signature in the document and a link to a mobile number.
• Advanced e-signature. This includes Swedish BankId, which most people in Sweden have used to log in and sign, for example, payment orders in the internet banks. Both contracts and documents can be signed using this signing method. BankId is a very good signing method in Sweden because many people have access to it and the signing method is supported by the entire Swedish banking system as a legally secure signing method. Note, however, that Swedish authorities in many cases do not accept documents with an advanced e-signature. The reason for this is that it must be explicitly stated in the law used that advanced e-signatures can be used, in order for an authority to be able to accept this.
• Qualified e-signature. Qualified e-signatures can only be carried out by first having had contact with a so-called approved provider and having undergone an identification process against you as a person. It is regulated at EU level how this is done and the advantage is that qualified e-signatures must be accepted throughout the EU. In Sweden, however, there are so far few approved providers, which means that the signing method is not yet very common. It is (according to law!) Mandatory for Swedish authorities to accept documents that are signed with a qualified electronic signature. However, there are currently few Swedish authorities that are practically able to receive and verify such a signature.
• Oral acceptance. An oral acceptance is legally valid, but it is of course very difficult to prove that an oral acceptance has been given unless a recording has been made. If, on the other hand, a recording of the signer's acceptance is made, it is a good method because voices are relatively difficult to falsify in a recording.
Decide which signing method to use
Choosing a signing method is important and which signing method you choose is important in several respects. It is also an advantage to provide several different signing methods to the signatories to minimize the risk that either party will not be able to give acceptance.
• How do - or can - the signatories give their acceptance? This is often crucial when it comes to companies or organizations that need a quick "ok we accept" from a customer or a member. Keep in mind that signature on paper should be included as one of the signing methods as this is still very common. If you carry out home sales or want acceptance from a customer in a store, a sign on screen should be included as an alternative. Another aspect that may be important is whether special software or hardware is required to implement acceptance. If so, how does the recipient get access to this?
• What signing methods can you or your company accept from other contracting parties? Governing is how "legally secure" the acceptance needs to be. An example from the corporate world is a contract for home cleaning. In this case, it may well be enough for the customer to sign via SMS or e-mail because the cleaning company would never pursue a dispute further in court. On the other hand, a life insurance contract requires a legally very secure acceptance, for example BankId, because it concerns larger amounts and you want to be able to take a possible dispute to court.
• Are there legal requirements that govern what type of signature may be used for a particular document? Documents to be submitted to authorities are typical examples. Here you must examine for yourself which signing methods are accepted by the authority in question. Also keep in mind that the authorities are working on digitizing themselves, which means that approved signing methods can change over time.
• How does the recipient find out that you want an acceptance of a particular contract? The usual thing a few years ago was to send a contract by letter to the recipient to sign and return. For some types of contracts, this is still used and you may also need to send the contract as a registered letter to ensure (legally) that the recipient has access to the contract. In modern contract or signature services, a notification is often sent via e-mail or SMS that there is a document to accept. You should investigate how messages can be sent to the recipient and whether the signing methods you want can be used.
• If you handle larger volumes of documents, what is most convenient and time efficient? Allowing customers to sign on paper or to send out contracts by letter inevitably leads to a large amount of documents having to be handled. On the one hand, the signed paper documents must be physically saved for legal reasons, and on the other hand, the signatory is forced to save "his copy" on paper. Often you also want to scan the paper documents and load them into a document management system. Investing in a completely digital process saves both time and money.
With Avtalsbanken, contracts and documents are handled in a completely digital workflow from draft to acceptance. You can select allowed signing methods and accepted documents are automatically saved in a structured e-archive for further processing.
Map how contracts and documents are to be handled after acceptance
For companies and organizations that handle many documents, a need quickly arises to be able to handle accepted documents and their contents in a structured way. It goes too far in this article to describe how this is done in a good way, but an important aspect is that it is an advantage to be able to carry out both obtaining acceptance and document management of accepted documents in one and the same system.
Do you want to read more about modern contract management? Follow the link to the article 'How companies can replace the contract binder with digital contract management'.Show me more
Time to get started?
After reading this article, you will hopefully be a little more informed about which of your company's contracts and documents need acceptance, which signing methods are available and which your company can use. We have also touched on the importance of thinking through the entire process, ie how contracts and documents are handled from drafts to archiving.
Maybe you have also discovered new opportunities that you want to try? If you have questions, you can always contact us at Avtalsbanken for a discussion.
Below are some sources for those who are interested in more information.
Would you like to contact us for more information? Email questions to sales@avtalsbanken.se or fill in your details in the contact form and we will get in touch.Show me more
In Sweden, there is a special authority that is responsible for coordinating the digitalisation of public administrations. DIGG - The Agency for Digital Administration.Show me more
Swedish BankIdShow me more
Swedish Companies Registration Office on electronic signaturesShow me more