For the purpose of these Terms of Service, the following definitions apply:
“Provider” means Covosign, a brand of SMITH & FRIDAY PTE. LTD., a company registered under the laws of Republic of Singapore, with its registered seat at 160 Robinson Road, #14-04, Singapore Business Federation Center, Singapore 068914.
“Customer” means any person or entity that creates an account for the use of the Service. A Customer may use the Service under a Free Plan or a Paid Plan.
“Enterprise Customer” means a Customer that has entered into a separate enterprise agreement or individualized commercial terms with the Provider.
“User” means a natural person authorized by a Customer (e.g. employee) to access and use the Service on its behalf.
“Sandbox Environment” means a test or development environment made available by the Provider for evaluation or integration purposes. Documents processed in the Sandbox Environment may be automatically deleted after a maximum period of thirty (30) days. The Sandbox Environment may contain limited functionality and reduced security measures and is not intended for productive, business-critical or legally binding use.
“Production Environment” means the live environment of the Service used for operational business purposes.
“Service” means the web-based software solution provided by the Provider that enables the preparation, transmission, signing, and management of documents by electronic means.
“Document” means any file or content uploaded to or generated within the Service for the purpose of electronic signing.
“Certificate” means the technical record generated by the Service documenting the signing process of a Document, including event logs and timestamps.
2.1. These Terms of Service govern the use of the Service by all Customers and by Users acting under a Customer account.
2.2. The Service is offered exclusively for business-related purposes. By creating an account, the Customer confirms that the Service is used in the course of commercial or professional activities.
2.3. These Terms of Service apply exclusively. Deviating or supplementary terms of the Customer do not apply unless expressly agreed in text form.
2.4. In the case of Enterprise Customers entering into an individual agreement, order form or enterprise-specific payment plan with the Provider, the provisions of such individual agreement may prevail over these Terms to the extent of any conflict.
3.1. The Service is a purely technical Software-as-a-Service solution.
3.2. The Provider acts solely as a technical service provider and does not provide legal advice, legal review, or notarial services.
3.3. The Provider does not assess or determine the legal validity, enforceability, evidentiary value, or suitability of any Document or signature for a specific transaction or jurisdiction.
3.4. The Provider may, without being obliged to do so, update, modify, further develop or adapt the Service at any time, in particular due to changes in legal requirements, technical developments, or to improve IT security and functionality. In doing so, the Provider shall take the legitimate interests of the Customer into reasonable account.
4.1. The Service is designed to support technical features commonly used in electronic signature solutions, in particular with respect to data integrity, traceability of signing actions, and auditability of signing workflows.
4.2. The Provider does not classify, label, or guarantee any signature generated through the Service as a specific category of electronic signature under any legal framework.
4.3. The Customer remains solely responsible for determining whether the use of the Service satisfies applicable legal or regulatory requirements.
5.1. The contractual relationship for the use of the Service is established between the Provider and the Customer upon account creation and acceptance of these Terms of Service.
5.2. Users are not parties to the contract between the Provider and the Customer. The Customer represents and warrants that each User is duly authorized to act on its behalf and remains fully responsible for all use of the Service under its account.
5.3. Each Customer is responsible for all acts and omissions of its Users.
6.1. Use of the Service requires the creation of an account and acceptance of these Terms of Service.
6.2. The Customer agrees that these Terms may be accepted electronically (e.g., by clicking a checkbox or similar mechanism within the Service). The Customer acknowledges that no handwritten (“wet ink”) or separate electronic signature is required to form a binding contract for the use of the Service.
6.3. The person creating the account or accepting these Terms on behalf of the Customer represents and warrants that they have full authority to bind the Customer to these Terms.
6.4. Customers may use the Service under a Free Plan or a Paid Plan, subject to the applicable pricing and feature limitations.
6.5. Access credentials are personal and must not be shared. The Customer is responsible for safeguarding access credentials and preventing unauthorized use.
6.6. The Provider may require proof of business status or commercial use where appropriate.
7.1. The Service uses technical authentication mechanisms, including email-based verification and one-time codes sent to a mobile phone number.
7.2. These mechanisms serve to secure access to the signing process but do not constitute identity verification in a legal or regulatory sense.
7.3. The Provider does not verify the legal identity, authority, or capacity of persons signing Documents.
8.1. The Customer is solely responsible for:
8.2. The Customer shall ensure that Documents processed through the Service do not contain any content that is unlawful, violates applicable regulations, infringes third-party rights, or is otherwise prohibited. In particular, the use of the Service for the preparation, transmission, storage or signing of pornographic, sexually explicit, abusive, defamatory or otherwise harmful content is prohibited.
8.3. The Provider may terminate the contractual relationship for cause with immediate effect if there are reasonable indications of a material breach of these Terms or unlawful use of the Service.
8.4. The Provider may suspend access immediately (without prior notice where not reasonably practicable) if (i) necessary to protect the security or integrity of the Service, (ii) required by law or a competent authority, or (iii) the Provider reasonably believes the Service is being used in a manner that causes or may cause material harm, unlawful activity, or significant legal/regulatory/reputational risk. The Provider will restore access promptly after the reason for suspension has been resolved.
8.5. The Customer shall indemnify the Provider against third-party claims arising from unlawful or improper use of the Service. The Customer shall promptly notify the Provider of any such claim and cooperate reasonably in the defense. The Customer shall not settle any claim imposing obligations on the Provider without the Provider’s prior consent, which shall not be unreasonably withheld.
8.6. The Customer and Users shall not, and shall not permit any third party to:
9.1. Documents processed in the Production Environment are stored for the duration of the contractual relationship unless deleted by the Customer or required otherwise by law.
9.2. The Customer is responsible for exporting and archiving Documents and Certificates as required for its purposes.
9.3. Documents processed in the Sandbox Environment are stored for a maximum period of thirty (30) days and may be automatically deleted thereafter. The Sandbox Environment is intended solely for testing, onboarding and transition purposes and must not be used for permanent storage or productive signing processes.
9.4. The Customer acknowledges that electronic records generated by the Service (including Certificates, event logs and timestamps) may serve as evidence of the documented technical events and actions performed within the Service, subject to applicable law and the court’s free assessment of evidence. This does not constitute any warranty as to the legal validity or enforceability of any Document or signature in a specific jurisdiction.
10.1. With regard to the provision of the Service and the availability of storage space, the statutory warranty provisions applicable to lease agreements (§§ 535 et seq. BGB) shall apply, unless otherwise provided in these Terms.
10.2. The Customer shall notify the Provider without undue delay of any defects of the Service by email to service@covosign.com.
10.3. Warranty claims for only insignificant impairments of the suitability of the Service are excluded.
10.4. The strict liability of the Provider pursuant to § 536a para. 1 BGB for defects already existing at the time of contract conclusion is excluded.
11.1. The Provider aims to ensure high availability of the Service but does not guarantee uninterrupted or error-free operation.
11.2. Maintenance, updates, and technical improvements may result in temporary restrictions. Where reasonably practicable, the Provider will inform the Customer of such maintenance by email in advance.
11.3. The Provider shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to failures of third-party infrastructure, payment service providers, telecommunications networks, hosting providers, or regulatory restrictions. During the duration of such event, the Provider’s obligations shall be suspended to the extent affected.
12.1. Pricing, plans, billing cycles, and usage limits are described on the Provider’s website and/or within the Service and are incorporated by reference into these Terms. The version applicable at the time of the Customer’s order (or plan upgrade) shall apply. Any changes to pricing or plan terms will apply only in accordance with Section 12.5.
12.2. Paid Plans are billed in advance on a recurring basis (e.g., monthly or annually) as specified in the applicable plan or Order Form. Unless otherwise agreed, Paid Plans renew automatically for successive billing periods until cancelled.
12.3. Cancellation of a Paid Plan takes effect at the end of the current billing period.
12.4. Fees paid are non-refundable and no pro rata refunds will be granted for partially used billing periods, except where mandatory law requires otherwise or where expressly agreed in an Order Form.
12.5. The Provider may adjust fees by giving at least thirty (30) days’ prior notice in text form or within the Service. If the Customer does not agree, the Customer may cancel the affected Paid Plan with effect from the end of the current billing period by giving notice before the new fees become effective.
12.6. Payments are processed via third-party payment service providers (e.g. Stripe). Such providers are solely payment processors and not parties to the service contract.
12.7. All prices are exclusive of applicable taxes unless stated otherwise. The Customer is responsible for any taxes applicable under the reverse charge mechanism. The Customer shall provide a valid VAT identification number where required. The Provider may charge VAT or similar taxes where required by law.
12.8. The Customer remains responsible for timely payment of all fees incurred under the applicable pricing plan. In the event of failed or overdue payments, the Provider may suspend access to the Service until payment is received.
13.1. The Customer acts as a data controller and the Provider as data processor within the meaning of the GDPR.
13.2. A separate Data Processing Agreement applies.
14.1. All rights to the Service, including software, interfaces, and documentation, remain with the Provider.
14.2. The Customer receives a non-exclusive, non-transferable right to use the Service for the term of the contract.
15.1. The Provider is liable without limitation for intent, gross negligence, and injury to life, body, or health.
15.2. In cases of slight negligence, liability is limited to breaches of material contractual obligations and to foreseeable, typical damages.
15.3. Except in cases under Section 15.1, the Provider’s aggregate liability under this contract shall be limited to the total fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.
15.4. The Provider is not liable for the legal validity, classification, effectiveness or enforceability of any Document or signature under applicable law. In particular, the Provider does not warrant that the use of the Service fulfils specific statutory form requirements, produces a specific legal effect, or will be recognized by courts or authorities in a particular jurisdiction. This does not affect the Provider’s responsibility for the proper technical operation of the Service in accordance with these Terms.
16.1. The contract commences upon activation of the Service.
16.2. The contract is concluded for an indefinite period, unless a fixed term is agreed in an individual offer or plan description.
16.3. Unless otherwise agreed in an Order Form, cancellation of a Paid Plan is governed by Section 12 (billing cycle and cancellation effective date). Outside the context of a Paid Plan, either party may terminate the contract for convenience at any time with immediate effect.
16.4. Either party may terminate the contract for cause without notice. Statutory rights of termination remain unaffected.
16.5. Termination may be declared in text form, in particular by email to service@covosign.com.
16.6. Upon termination, access to the Production Environment will be restricted. The Provider may grant the Customer limited access for a reasonable transition period solely for the purpose of exporting Documents and Certificates. Customers and Users have no right to continue initiating new signing processes after termination.
16.7. Cancellation of a subscription does not automatically result in deletion of the Customer account or stored data. Deletion of personal data shall be carried out in accordance with the Privacy Notice and applicable statutory retention obligations. The Customer may request deletion of the account. The Provider will delete personal data unless statutory retention obligations require continued storage.
17.1. The Provider shall treat all confidential information, including trade secrets, obtained in connection with this contract as confidential and shall not disclose or use such information for purposes other than the performance of the contract.
17.2. This obligation shall not apply to information that (i) is publicly available without breach of this contract, (ii) was lawfully known to the receiving party prior to disclosure, or (iii) was independently developed without use of the confidential information.
18.1. These Terms of Service are governed by German law, excluding conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
18.2. Exclusive place of jurisdiction for disputes between parties acting in the course of their commercial or professional activities is Berlin, Germany.
19.1. Amendments must be made in text form.
19.2. If any provision of these Terms of Service is invalid or unenforceable, the validity of the remaining provisions shall not be affected.
Version 1.0 (February 2026)