Electronic signature for contracts in the digital era
Updated: Oct 30, 2024
Signing contracts has become much simpler and more efficient with the development of digital technology and the adoption of relevant legislation. Law no. 214 of 5 July 2024, regarding the use of electronic signatures, timestamps, and the provision of trust services based on these technologies (Law 214/2024), introduces significant changes regarding the use of electronic signatures and the provision of trust services.
Whether it is a service provision contract template, a consultancy contract template, or contracts used in daily life (various sales contracts, rental contract template), the new legislation offers a clear framework for electronic signing, ensuring the security and validity of legal documents.
Even before Law 214/2024 came into effect, there was a legal framework for the use of electronic signatures, established through Law no. 455 of 18 July 2001 on electronic signatures, but it was lacking in several respects.
This article explains how to sign contracts electronically, the advantages of these solutions, and how the new rules can be applied to various types of contracts, whether for service provision, commercial collaborations, or other types of transactions.
What types of electronic signatures can you use? Commercial contract templates.
Law 214/2024 defines three types of electronic signatures, each suitable for concluding and validly signing commercial contracts:
All the types of electronic signatures regulated by the law can be used to sign commercial contract templates and have legal effects between the contracting parties, although they differ.
More specifically, a qualified electronic signature - issued by authorized providers accredited by the Romanian Digitalization Authority (you can check the authorized providers here) - is equivalent to an original handwritten signature and carries binding legal effects whenever it is used to sign commercial contract templates.
Advanced and simple electronic signatures - for example, those generated with DocuSign, Adobe, or other platform not expressly authorized in Romania - produce binding effects only in cases provided by law. In other words, some commercial contract templates signed with these types of signatures might not be valid.
To avoid signing a contract electronically only to later realize it is not valid, continue reading this article or consult a contract lawyer.
Qualified electronic signature
What is a qualified electronic signature? Commercial contract templates.
A qualified electronic signature is the most complex and secure form of electronic signature for concluding commercial contracts, having the same legal value as a handwritten signature.
The qualified electronic signature is a form of advanced electronic signature, created by a qualified electronic signature creation device and based on a qualified certificate for electronic signatures (i.e., an electronic attestation that links the electronic signature validation data to an individual and confirms at least the person’s name or pseudonym).
A qualified electronic signature is generated through an accredited provider after completing a process to validate the identity of the certificate holder. Signing commercial contracts with a qualified electronic signature is done through electronic means that allow user identification using methods such as: OTP (One-Time Password) authentication (e.g., tokens provided by the supplier, Google, or Microsoft Authenticator) or Biometric solutions (e.g., facial recognition or fingerprint authentication).
When should you use a qualified electronic signature? Commercial contract templates.
You can use a qualified electronic signature to sign any type of contract, including:
template articles of incorporation for an SRL (Limited Liability Company)
It can also be used for day-to-day contracts, such as those between individuals:
Loan agreements templates
Commodatum contracts (free loan contracts)
Additionally, a qualified electronic signature is now required for the submission of various legal documents to public authorities. For example, to establish an SRL (Limited Liability Company), the National Trade Register Office allows all necessary steps to be completed online using a qualified electronic signature.
To avoid signing a contract electronically only to realize later that it is not valid, we recommend you read this article carefully or consult a contract lawyer.
Advanced Electronic Signature. Contract templates.
What is an advanced electronic signature? Commercial contract templates.
An advanced electronic signature ensures the identification of the signer and the integrity of the commercial contract you sign, making it suitable for contract templates involving significant transactions.
According to the legislation, an advanced electronic signature must meet the following conditions
Clear identification of the signer: The advanced electronic signature ensures that the signature is linked to an identifiable and verifiable person.
Exclusive control by the signer: The advanced electronic signature can only be generated by the signer using a device or method under their exclusive control (e.g., a digital certificate, OTP code).
Long-term integrity of the signed contract: The advanced electronic signature guarantees that the document has not been modified after the signature was applied. Any subsequent modification invalidates the signature.
Unique link between the signature and the contract: The advanced electronic signature is strictly linked to the document on which it was applied, preventing its reuse on other documents by people other than the rightful owner.
When is an advanced electronic signature valid? Commercial contract templates.
Contracts signed with an advanced electronic signature are valid when the following conditions are met:
The signature was created using a certificate for an electronic signature issued by a public authority or institution in Romania, or by a qualified trust service provider.
The other party recognizes the contract by fulfilling the agreed obligations, even partially. For example, the partial delivery of an order by the supplier may equate to the recognition of the contract’s existence.
The parties have explicitly agreed through a separate contract, signed with either a handwritten or qualified electronic signature, that they will use advanced electronic signatures between them.
Law 214/2024 also provides a specific case of validity: an electronic contract signed with an advanced electronic signature, issued by a private legal entity, and used within a closed system has the same legal effects within that system as a document signed with a handwritten signature. A practical example can be when a car leasing company implements a closed electronic signing system accessible only to its loyal customers and commercial partners.
Examples of contract templates signed with an advanced electronic signature. Template contracts.
The most commonly used methods for signing contracts with advanced electronic signatures involve specialized platforms that allow the parties to sign documents and contracts online, ensuring their integrity and authenticity.
Examples of such platforms include:
DocuSign
Adobe Sign
Trusted.ro (certSIGN)
OneSpan Sign (formerly eSignLive)
Some of these platforms also offer qualified electronic signature services, depending on the type of signature purchased and the platform’s authorization level within a specific jurisdiction.
Examples of contracts that can be signed with an advanced electronic signature
You can sign with an advanced electronic signature:
Contract templates between a company and a freelancer for the delivery of a specific project (such as graphic design or translations).
Equipment or space rental contracts for a defined period. Example: An SRL (Limited Liability Company) rents IT equipment for an event. Using an advanced electronic signature eliminates the need for a physical meeting and ensures the security of both parties.
Supply contracts for goods or services between a provider and a beneficiary.
Non-Disclosure Agreement (NDA) templates. Example: An NDA is often used when two companies begin a collaboration. The advanced electronic signature ensures the identification of the signers and the validity of the confidentiality agreement.
Simple Electronic Signature. Commercial Contracts Lawyer
What is a simple electronic signature?
A simple electronic signature is the most basic form of digital signature, using common identification methods without strict identity verification. It does not provide the same level of security as an advanced or qualified signature but may be sufficient for informal documents or low-risk transactions.
A simple electronic signature does not meet any of the conditions required for an advanced electronic signature, specifically:
It refers exclusively to the signer of the contract.
It allows the identification of the signer of the contract template.
It is created using signature creation data that the signer can use, with a high level of confidence, under their exclusive control (e.g., passwords or keys).
It is linked to the signed data, so that any subsequent modification of the data or contract can be detected.
Examples of contract templates signed with a simple electronic signature
Simple electronic signatures are quick and easy to use, being widely employed in online transactions. You have likely used a simple electronic signature recently, for instance, by accepting the terms and conditions of various platforms or by placing online orders - often without realizing you were signing a contract.
Common examples where contracts are signed with a simple electronic signature include:
Accepting terms and conditions on an online platform or in a virtual store by ticking an acceptance box.
Creating an account or placing an order online, where the user checks a box confirming agreement with the terms of use.
Signing simple contracts or digital forms where the user is asked to enter their name. Example: Signing a delivery agreement or completing a survey by typing the name at the end of the document.
Entering a name or initials in an online form.
Drawing a graphic signature on a touchscreen, such as when signing delivery documents or accepting a service in the field.
Signing on a tablet screen when receiving a parcel from a courier.
Email acceptance used in informal commercial agreements or to approve simple terms. Example: Confirming an order or signing a simple agreement by sending an email with the message “I agree.”
When should you use a simple electronic signature? Commercial contract templates.
A contract signed with a simple electronic signature has the same legal effect as a document signed with a handwritten signature, but only in certain cases provided by law:
For contracts with a value lower than half of the gross minimum wage. The value of the contract is determined as of the date of signing.
When the other party recognizes the contract signed with a simple electronic signature. Recognition can also result from partial or full performance of the contract by the opposing party, even if the signature is later disputed.
Example: A supplier delivering part of an order may be considered recognition of the contract’s existence.
When both contracting parties are professionals and have explicitly agreed, through a document signed with either a handwritten or qualified electronic signature, that the simple electronic signature will carry the same legal effects as a handwritten one.
The same contract must confirm that the parties understood the risks and the burden of proof associated with the use of a simple electronic signature. This situation often occurs when the parties use a framework service provision, for instance, in the IT industry, contract under which they subsequently issue specific orders.
Frequently Asked Questions about Electronically Signed Contracts
Are electronically signed contracts valid?
According to Law 214/2024, electronically signed contracts are recognized as having the same legal value as those signed on paper, provided that the type of signature used corresponds to the context regulated by law. Specifically, a qualified electronic signature applied to a contract template is valid under the same conditions as a handwritten signature. The validity of the other two types of signatures (advanced and simple) depends on meeting the legal conditions for each.
What is the procedure for signing an electronic contract?
Whether it is a standard contract template or a personalized contract, signing an electronic contract involves a few simple steps:
Preparing the contract template.
The contract is drafted in digital format (PDF, Word, etc.) and reviewed by both parties until the final version is agreed upon. Contractual negotiations may occur, with various clauses modified from the initial version.
Choose the type of signature for your contract template.
The parties must determine whether a simple, advanced, or qualified signature is required, based on the type of contract and the risks involved. If there are doubts, it is recommended to consult a contract lawyer to ensure the contract will be valid.
Execute the contract.
The final version of the contract is signed by all parties using the electronic signature generated through their chosen platform. The contract becomes valid and enforceable once all parties have signed it. Signatures can be applied on the same document or separate copies, depending on the agreement between the parties.
Confirming the signature and archiving the template contract / legal document.
After applying the signature, the contract can be saved and archived electronically, making it accessible and verifiable at any time by the parties or third parties.
What are the advantages of signing contracts electronically?
The implementation of the new regulations under Law 214/2024 facilitates the rapid signing of contracts, eliminating the need for physical meetings or printed documents. Key advantages include:
Time and resource savings: Contracts can be signed instantly, even remotely, without delays.
Increased security: Advanced and qualified electronic signatures guarantee the authenticity of documents and prevent alterations.
Easy document management: Contract templates and other documents can be stored electronically, eliminating the need for physical archiving.
Can I sign a service provision contract with a freelancer using DocuSign?
Yes, you can use DocuSign to sign a service provision contract. The platform allows the use of advanced electronic signatures with OTP (One-Time Password) authentication or verified digital certificates. The signed contract will be valid if the conditions for the validity of an advanced electronic signature are met (as outlined above).
What happens if one party modifies a contract signed electronically with a qualified or advanced signature?
Any modification of a contract signed with a qualified or advanced electronic signature will automatically invalidate the previous signature. The signature is cryptographically linked to the original document, and any alteration will appear in the system as an attempt to manipulate the document, rendering the contract legally invalid.
Can authentic contracts (e.g., notarized documents) be signed with an electronic signature?
Contracts that require notarization (e.g., powers of attorney, real estate sale-purchase agreements) are valid only if they are authenticated according to legal requirements. Electronic signatures, even qualified ones, cannot replace the formalities required by notaries.
Can an employer use an electronic signature for employment contracts?
Yes, Law 214/2024 allows individual employment contracts to be signed electronically, provided both parties agree. However, employers are encouraged to use qualified electronic signatures to avoid potential labor disputes.
Are service provision contracts signed with an electronic signature recognized in court?
Yes, according to Law 214/2024, a service provision contract signed with an advanced electronic signature has evidentiary value in court.
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