Remote signing of contracts

Can a contract be signed only electronically?

A contract can be signed "in absentia" between the parties, which we consider to be a broader concept than the contract being concluded "electronically". Accordingly, it is not necessary for a contract to be signed only electronically in order to be valid and legally binding between the parties to it.

Ways to sign an electronic contract

There are many examples of such "absentee" signing between the parties, and here we will focus on some of the most common methods:

1. Signing of a contract between the parties, at a different time and in a different place. A common hypothesis, especially when the parties are not located in the same city or country. An agreement was reached between them on the contents of the contract, whereby it was understood that one party would sign first and then the originals would be sent to the other party by post or courier for countersignature. The second party, after signing, keeps one original and returns the second to the first party. In this way, each party will have an original without the need to prove the validity of a technical means of signing. The legal question that arises with this method is at what time and at what place the contract is considered to have been concluded. The answer is provided by the Law on Obligations and Contracts /ZZD/, in which it is stipulated that the location of the offering party or, in this case, the party that signed first is considered the place of conclusion. While the conclusion is deemed to have taken place after the second party has received its original, i.e. the later of the two dates of signing the contract.

2. A variety of the above procedure, especially for contracts concluded on the territory of the Republic of Bulgaria, is the possibility that most large courier companies already offer, namely: the practice with the contract signed by the first party can be reviewed on the spot, before the courier, the contract must also be signed by the second party - the recipient of the shipment, including identifying himself with an identity document. The latter keeps one copy for himself and the other original is returned to the sending party using the same courier service. The effect and consequences of signing are the same as already described under the previous point.

3. Signing and subsequent exchange of the contract electronically by means of technical means such as photo, scan, exchange via e-mail or social network chat platform. We hasten to specify that the documents signed and exchanged in this way do not constitute an "original" of the signed contract and have no evidentiary value in the sense of the Law on electronic documents and electronic authentication services. Regardless, many citizens and private businesses massively use this method of creating and settling legal relations with each other. The main reason for this is their desire for speed in the conclusion of contracts and their exchange. For this purpose, it is good to include express declarations of intent in this direction, namely that the parties expressly declare their consent for the contract to be signed and exchanged in this way, as well as to declare that they will be considered legally bound by its operation. The problems with this method of concluding contracts is that the identity of the parties has not been verified /similarly with the method under item 1/, but in addition, the original is not available here. It is desirable that the contract be in a format that is maximally protected from subsequent edits and manipulation, such as the PDF format, but even in it, such are possible. Therefore, in the event of a dispute between the parties, all stages of the creation, signing and exchange of the contract between them will be subject to proof.

4. Contracts concluded electronically. The possibility of concluding them is associated with the emergence of the Internet and reflects the evolution in the means used. The conclusion of a contract electronically means that each party uses devices for electronic processing, including digital compression and storage of the information, using wire, radio waves, optical or other electromagnetic means. The main question that arises when concluding contracts electronically is whether the principles of concluding a contract accepted in civil and commercial law are violated and whether there are any complications arising from the use of electronic means for concluding the contract.

What else do we need to know about electronic contracts?

The fact that these contracts also use electronic identification of the parties in the process, which is generally implemented through the use of a Qualified Electronic Signature /KEP/ or Advanced Electronic Signature /UEP/, is extremely beneficial for legal security. What both types of electronic signatures have in common is that they are linked in a unique way to the holder of the signature, by means of his personal data, and the use of an encrypted connection allows any subsequent changes to the document to be detected. Therefore, these certification chains enjoy a high degree of trust, including by all state and municipal authorities, banks and private contractors.

The conclusion of the contract electronically includes the following steps.

First, the recipient of the service decides to accept the service. In this case, he makes a statement about the conclusion of the contract, i.e. contract proposal, and sends it to the supplier. Second, the service provider acknowledges receipt of the statement without undue delay, i.e. there is an acceptance of the offer, and in most cases the technical way of signing is limited in time /for example, 1 hour from the receipt of the offer to its confirmation - signing/. After this specified period, the remote signing platform itself and the temporarily generated authentication chain will expire and the verification link will no longer be valid.

The conclusion of a contract on the Internet can be done in two ways - by using electronic mail (email), or by using a web page or mobile application of a service provider (online communications). In the first case, the relationship is analogous to concluding a contract by mail (it takes time until the offer and acceptance are received), in the second, they develop immediately, as in the case of a purchase from a store or as a telephone conversation between computers - a connection is used between the server and the client's computer while transferring data over the web. In most cases, with online hypotheses, there is automated communication with pre-entered software, which requires certain data such as name, address, phone number of the recipient and, if they are not available, gives a message in which it is impossible to proceed to the next step of concluding the contract. Regardless of the use of technical means, the intention to enter into a contract is present, since no software makes independent decisions, but acts according to pre-programming.