Contracts - do you need an actual signature?!

[uberbaby]

Good morning all, I hope I'm posting in the right section and if not, apologies! I haven't been on here for a while and have been just reading through some of the more legal type postings and it made me think of this:
Do you need to have a contract actually physically signed with the client’s signature?

Basically I email a PDF proposal to a client, and if they wish to proceed, I get them to email me an official statement for project go ahead. I then either start on the project or wait for a deposit to come in (depending if I’ve asked for one, and this depends on the project).

So does this actually constitute a legally binding contract as it's all done electronically through email?

Any thought appreciated, and many thanks in advance!

 

[dedwardp]

Although I can't give you an official answer, I have always felt that there's no reason why it shouldn't count as a valid agreement just because you can have verbal/oral contracts.

If something can be as legally binding through just saying it then, surely, having something in writing to the same effect would be as binding?

But again, can't give you an official answer and I'll also be interested in seeing the responses.

 

[Stationery Direct]

I don't think an actual signature is needed as long as you have something in the T&C's that states them responding with the 'official statement' is legally binding. It may also be wise to have something in there that the person agreeing to the work and your T&C's has permission to do so on behalf of their company.

There are lots of websites offering products and services where you are legally bound and don't have to produce an actual signature to be in this situation, you just tick a box which means you accept the terms laid out etc.

 

[Katedesign]

As you can have a verbal agreement then what you are doing should hold up fine.

 

[uberbaby]

Thanks everyone for your responses. It's true, as Boss Hog says

There are lots of websites offering products and services where you are legally bound and don't have to produce an actual signature to be in this situation, you just tick a box which means you accept the terms laid out etc.

I never really thought about it that way about the tick boxes! And in terms of oral agreements, I realise they exist but wasn't sure how much they would stand up, maybe one of the party can say they they didnt' agree at all?!

Phew, just wanted to make sure I was covering myself - I've been reading some real horror stories on here!
Thanks all again for your help.

 

[dss]

Thanks everyone for your responses. It's true, as Boss Hog says



I never really thought about it that way about the tick boxes! And in terms of oral agreements, I realise they exist but wasn't sure how much they would stand up, maybe one of the party can say they they didnt' agree at all?!

Phew, just wanted to make sure I was covering myself - I've been reading some real horror stories on here!
Thanks all again for your help.

You're currently going further than you need do. You merely need an agreement to the terms - this doesn't even need to be explict and can be implied - for example, if you've advised at some point that the contract is subject to your terms and either provide them or provide a link to them, then if they tell you they wish to proceed, then you can argue they've accepted them.
A good analogy is the 'car park' - there's usually a sign somewhere that states by parking you are agreeing to the terms and conditions of use of the car park - you do not need to sign anything or actually agree - your actions alone are sufficient.

 

[meow]

It is all very well to say agreement can be implied, but in the case of the car park the onus is quite different. Here, the designer wants to ensure they get paid and so I feel the implied terms are not sufficient and there is no harm in reinforcing the fact they have received and agreed to terms for the sake of sending an extra email. You need to be able to say that you made all attempts to ensure the client understood your terms before proceeding with the project.

Yes, an electronic correspondence can be accepted in place of a physical signature - more definitely if it is coming from a 'named' account as opposed to 'info@---' or 'sales@---'

I get people to respond to emailed T&Cs with a statement to the effect of " I confirm that I have read and agree to adhere to the T&Cs as laid out in the attachment [pdf name]. " - which comes from their own email address, dated, and often with an email signature, etc, which can then be stapled to a copy of the contract.

 

[dss]

It is all very well to say agreement can be implied, but in the case of the car park the onus is quite different. Here, the designer wants to ensure they get paid and so I feel the implied terms are not sufficient and there is no harm in reinforcing the fact they have received and agreed to terms for the sake of sending an extra email. You need to be able to say that you made all attempts to ensure the client understood your terms before proceeding with the project.

Yes, an electronic correspondence can be accepted in place of a physical signature - more definitely if it is coming from a 'named' account as opposed to 'info@---' or 'sales@---'

I get people to respond to emailed T&Cs with a statement to the effect of " I confirm that I have read and agree to adhere to the T&Cs as laid out in the attachment [pdf name]. " - which comes from their own email address, dated, and often with an email signature, etc, which can then be stapled to a copy of the contract.

i'm not sure the onus is any different at all: either way there would have to be proof of the formation of the contract - in one case proof of the existence of a clear sign, the other proof that the terms and conditions were displayed.

Emailing someone to ask them whether they agree to the terms and email back to confirm same seems an extremely false and somewhat awkward way of ensuring there's proof they've agreed to the terms of the contract, especially where a statement on any quotation would suffice. I'm not sure how i'd react to such an email - it seems somewhat confrontation in manner.

The law does make provision for an electronic signature, however, i don't believe mere email is sufficient - regardless of the account the email is sent from.

Arguably you are confusing the issue in another way too: you state that the T&Cs are "stapled to a copy of the contract" but the T&Cs are part of that contract. Furthermore, you seem to imply that the terms of the contract (i presume details such a price, timescales) have been agreed and then you send the T&Cs email - someone could argue that the contract had already been concluded and then you advised them of extra terms.

I'm not criticising the way you do it; you'll certainly have ample proof that you're clients have agreed to the terms but i wonder whether it's overkill.


On a complete side-note, designers ought to be careful with regards to the specific terms of the contracts: it's tempting to introduce terms that completely cover you, however, there's a risk that they could fall foul of the Unfair Contract Terms legislation. More specifically with regards to limiting liability.

 

[meow]

i'm not sure the onus is any different at all: either way there would have to be proof of the formation of the contract - in one case proof of the existence of a clear sign, the other proof that the terms and conditions were displayed.

To clarify - in this instance I believe it is different. Here we are talking about a client agreeing to a designers terms and to ensure receipt of payment... not the client leaving his property in the hands of the designer.

Emailing someone to ask them whether they agree to the terms and email back to confirm same seems an extremely false and somewhat awkward way of ensuring there's proof they've agreed to the terms of the contract, especially where a statement on any quotation would suffice. I'm not sure how i'd react to such an email - it seems somewhat confrontation in manner.

Again, to clarify... upon having already discussed project and met if appropriate, I email a contract specific to the job along with a project schedule and T&Cs. In order to proceed, I request the client confirms all is written as discussed and if you are happy with that and all the terms, please confirm by making the aforementioned statement. I do not find that awkward or confrontational and have never had anyone complain.

The law does make provision for an electronic signature, however, i don't believe mere email is sufficient - regardless of the account the email is sent from.

I said it helps if it's a personal account rather than generic, i.e. it is harder for a client to say they were not aware of the terms if it's been sent to them directly.

Arguably you are confusing the issue in another way too: you state that the T&Cs are "stapled to a copy of the contract" but the T&Cs are part of that contract. Furthermore, you seem to imply that the terms of the contract (i presume details such a price, timescales) have been agreed and then you send the T&Cs email - someone could argue that the contract had already been concluded and then you advised them of extra terms.

No, I don't think I am confusing anything... as explained above, the T&Cs is not separate from the terms email at all, and the confirmation reply is attached, referencing the document, as a way of me knowing as much as anything that they have confirmed their acceptance of the contract/schedule/terms/etc.

I'm not criticising the way you do it; you'll certainly have ample proof that you're clients have agreed to the terms but i wonder whether it's overkill.

No, I don't believe it is - admittedly I perhaps had not explained the full process I use clearly enough but in fact, all I am asking for is a reply email to the one I send out my terms/contract/etc in - I know they have received it and claim to have read it, I know they have agreed for me to do what's listed whether they have read it or not, and they know they have 'signed' to agree to it, whether they have read it or not and neither party can dispute it later - isn't that the point of the contract after all?

 

[Dave L]

I think it's quite simple, isn't it? Make the contract + any standard/specific T&Cs available to the client and clearly state that commencement of work implies acceptance of the terms - how you actually go about it shouldn't matter as long as it's all reasonable and above board but it's up to you to make them available and up to the client to make sure they've read and understood before they say 'go'.

 

[dss]

I think it's quite simple, isn't it? Make the contract + any standard/specific T&Cs available to the client and clearly state that commencement of work implies acceptance of the terms - how you actually go about it shouldn't matter as long as it's all reasonable and above board but it's up to you to make them available and up to the client to make sure they've read and understood before they say 'go'.

Exactly. Plus by making them available to them (presumably before they even contact you to engage your services) at least they've had a chance to look at them already and could choose to go elsewhere before engaging with you (or indeed raised concerns regarding the terms prior to entering negotiations).