Terms of Service

• "We", "us", "Cecur": Cecur Limited, a company registered in Ireland (Companies Registration Office registration number 815071).
• "Service": the CecurSign electronic signature and proposal platform at cecursign.io, including its API, embedded signing SDK and related documentation.
• "Customer", "you": the business that holds the account. The Service is a business tool and is offered to businesses, not consumers.
• "Authorised User": an individual the Customer permits to use the Service under its account.
• "Recipient": a person the Customer invites to view, sign, approve or decline a document or proposal. Recipients do not need an account and are not party to these terms; their use of signing pages is governed by the notices shown on those pages.
• "Customer Content": documents, proposals, templates, contact lists, field data and any other material the Customer or its Recipients submit to the Service.
• "Evidence Records": the audit trail, certificates of completion, signature images and related records the Service generates about signing activity.
• "Cecur Home": our central account, identity and billing portal at cecur.io, through which accounts are created and subscriptions are managed. Use of the portal is governed by the Cecur Terms of Service ("Portal Terms").

CecurSign lets the Customer send documents and proposals for electronic signature, collect signatures and approvals, and obtain Evidence Records of what happened.

Nature of the signatures. The Service produces simple electronic signatures in the sense of Regulation (EU) 910/2014 (eIDAS) and the corresponding UK legislation. We do not issue personal signing certificates and we do not provide advanced or qualified electronic signatures. The Customer is solely responsible for determining whether a simple electronic signature is legally appropriate for any particular document, and for any formality requirements (such as witnessing or deeds) that a document attracts. We do not provide legal advice.

Identity of Recipients. The Service verifies control of an email address, an access code the Customer chose, or (where enabled) a phone number. It does not verify anyone's legal identity, and we make no representation that a Recipient is who the Customer believes them to be.

3.1 Accounts are created and administered through Cecur Home. Self-registration directly on CecurSign is not available.

3.2 The account and billing relationship (registration, teams, subscriptions, fees, invoicing and payment) is governed by the Portal Terms. Use of the Service itself is governed by these terms. If the two conflict, the Portal Terms prevail on account and billing matters and these terms prevail on the operation of the Service. This mirrors the precedence rule in the Portal Terms.

3.3 The Customer is responsible for its Authorised Users, for keeping credentials and API keys confidential, and for all activity under its account. The Customer must notify us promptly of any suspected unauthorised use.

3.4 The Customer must provide accurate account and billing information and keep it up to date.

The Customer must not, and must ensure its Authorised Users do not:

• use the Service to send unlawful, defamatory or infringing content, or content the Customer has no right to send;
• send documents for signature to people without a lawful basis to contact them, or use the Service to send unsolicited bulk messages;
• attempt to probe, bypass or defeat authentication, tenant isolation, rate limits or the integrity protections on Evidence Records;
• misrepresent the identity of a sender or Recipient, or procure a signature by deception;
• resell, sublicense or provide the Service to third parties except through features we provide for that purpose (such as the embedded signing SDK within the Customer's own application);
• use the Service to build a competing product, or subject it to automated load outside documented API use;
• upload malware or content designed to compromise the systems of Cecur, Recipients or anyone else.

We may suspend an account, or block specific content, where we reasonably believe this section is being breached, where required by law, or where continued operation poses a security risk. Where practicable we will give notice and an opportunity to remedy.

5.1 The Customer retains all rights in Customer Content. The Customer grants us a non-exclusive licence to host, process, transmit, render and display Customer Content solely to provide the Service.

5.2 For personal data contained in Customer Content, for Recipient data processed on the Customer's instructions, and for the Evidence Records generated for the Customer's envelopes, the Customer is the controller and Cecur is the processor. The data processing agreement forms part of these terms.

5.3 The Customer warrants that it has a lawful basis for the personal data it submits and for inviting each Recipient, and that Customer Content does not infringe third party rights.

5.4 Evidence Records are generated for every envelope and are deliberately tamper-evident. The Customer acknowledges that sent and completed envelopes and their audit trails cannot be edited or deleted through the Service, and that a completed document's verification reference allows anyone holding it to confirm signer names, signature timestamps and chain integrity on the public verification page.

6.1 Fees, plans and usage limits (such as envelopes, users and SMS allowances) are as set out at the point of purchase in Cecur Home. Billing, invoicing, payment collection, payment terms, late payment and taxes are governed by the Portal Terms; payment processing uses Stripe.

6.2 Fees are exclusive of VAT and similar taxes unless stated otherwise.

6.3 Plan limits are enforced by the Service. We may change prices and plans on notice; changes take effect from the next renewal.

6.4 If undisputed fees are overdue, we may suspend the account after notice. Suspension does not erase Customer Content or Evidence Records.

7.1 These terms apply from account creation until the account is closed.

7.2 Either party may terminate for convenience with effect from the end of the current billing period. Either party may terminate immediately for material breach not remedied within 30 days of notice, or immediately on the other party's insolvency.

7.3 On termination, the Customer's access ends. The Customer should export completed documents and Evidence Records before closure. Read-only export access remains available for 30 days after termination. After that period, we will delete the Customer's data within 90 days of a written request.

7.4 Sections that by their nature survive termination (including intellectual property, liability, indemnity and governing law) survive.

8.1 We and our licensors own the Service, its software, design and documentation. No rights are granted except the right to use the Service under these terms.

8.2 The Customer owns Customer Content. Evidence Records relating to the Customer's envelopes are made available to the Customer as part of the Service.

8.3 Feedback may be used by us without obligation.

9.1 Each party warrants it has the authority to enter these terms.

9.2 We warrant that we will provide the Service with reasonable skill and care.

9.3 No uptime commitment. The Service is provided without a service level agreement or uptime guarantee. We do not warrant that the Service will be uninterrupted or error-free.

9.4 No legal effect warranty. We do not warrant that any electronically signed document is valid, binding or enforceable in any particular circumstance or jurisdiction. That depends on the document, the parties and the law that applies to them, which are matters for the Customer and its advisers.

9.5 Except as expressly stated, all conditions, warranties and representations implied by statute or common law are excluded to the maximum extent permitted by law.

10.1 Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

10.2 Subject to 10.1, neither party is liable for loss of profits, revenue, anticipated savings, goodwill, or for indirect or consequential loss.

10.3 Subject to 10.1 and 10.2, each party's total aggregate liability arising out of or in connection with these terms in any 12 month period is limited to the fees paid or payable for the Service in the 12 months preceding the first event giving rise to liability, subject to a minimum of 500 euro.

10.4 The Customer acknowledges that the fees reflect this allocation of risk.

11.1 The Customer will indemnify Cecur against third party claims, and resulting losses and reasonable costs, arising from Customer Content, from the Customer's breach of section 4 (acceptable use) or 5.3 (warranties about Customer Content), or from the Customer's use of signed documents, except to the extent caused by Cecur's breach of these terms.

11.2 Cecur will defend the Customer against any third party claim that the Service, as provided by Cecur and used as permitted, infringes the intellectual property rights of a third party, and will pay damages finally awarded or agreed in settlement, provided the Customer notifies Cecur promptly, gives Cecur control of the defence and reasonable assistance, and has not caused the claim by combining the Service with anything not supplied by Cecur or by using it in breach of these terms. If such a claim is made or appears likely, Cecur may modify the Service to be non-infringing, procure the right to continue, or terminate the affected Service and refund prepaid fees for the unused period. This section states the Customer's exclusive remedy for infringement.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including failure of third party networks or services it does not control, provided it takes reasonable steps to mitigate. If a force majeure event continues for more than 60 days, either party may terminate on notice.

The Customer may not assign or transfer these terms without our prior written consent, not to be unreasonably withheld. We may assign to an affiliate or in connection with a merger, acquisition or sale of the business, with notice to the Customer.

We may update these terms. We will give at least 30 days notice of material changes by email to the account owner or by notice in the Service. If the Customer objects to a material change, it may terminate before the change takes effect; continued use after the effective date is acceptance.

These terms, the data processing agreement, the privacy notice, the cookie notice, the Portal Terms and the plan details agreed at purchase form the entire agreement between the parties about the Service and supersede all prior discussions. Neither party relies on any statement not set out in them, but nothing in this clause limits liability for fraud.

16.1 If any provision is found unenforceable, the rest remain in force.

16.2 A waiver is effective only if written. Delay in enforcing a right is not a waiver.

16.3 Nothing in these terms creates a partnership, joint venture or agency.

16.4 Notices. Notices to us go through our contact form. Notices to the Customer go to the account owner's registered email address. A notice sent by email is deemed received on the next business day.

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 laws of Ireland. The courts of Ireland have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

Before issuing proceedings, the parties will attempt in good faith to resolve any dispute by escalation to senior representatives within 30 days of written notice of the dispute. This section does not prevent either party seeking urgent injunctive relief.