Electronic Signing Policy

1 Overview

1.1 Purpose of Part A of this Policy

Electronic signatures (e-signatures) are being increasingly used across the University. This part of the policy sets out how the University wishes for e-signatures to be used to facilitate its business.

This part of the policy applies to all University staff who are involved in the use of e-signatures including but not limited to contracts on behalf of the University – particularly contract managers, solicitors and/or procurement professionals (Contract Representatives).

Failure to adhere to this policy will be taken seriously by the University and may be a disciplinary offence. All Contract Representatives are expected to notify any instances of non-compliance to the Director of Legal.

1.2 Purpose of Part B of this policy

Electronic transactions are increasingly replacing paper-based processes across the University. In many cases, our current processes rely on physical documents and/or authorisations which are, for the most part, unnecessary and inefficient.

Handling transactions entirely electronically provides a more secure and traceable provenance for decision-making approvals. Adopting electronic working methods reduces physical handling, avoids the need for paper storage, or the need to spend time scanning and storing additional information.

This part of the policy aims to set out the underpinning principles to support electronic business models within the University. It applies to all staff, contractors and consultants.

2. Part A: Contracts

2.1 Schedule of Delegation

The University has a Schedule of Delegation (Schedule) which sets out the authority to bind the University for and on behalf of the University Court.

Nothing in this Policy cuts across the provisions of the Schedule – and any person signing with an e-signature on behalf of the University still requires to be duly authorised under the Schedule. 

If in doubt, do not sign and consult with Legal.

2.2 Types of Contract

The type of contract is important because it will determine whether an e-signature is acceptable or not.  E-signatures are not suitable in all instances due to the Scots Law requirements for self-proving.

Therefore, for the purposes of this policy, Legal has determined that there are two types of contract for the University. These are:

• Simple Contracts; and
• Complex Contracts

2.2.1 Simple Contracts

A Simple Contract is any contract or contractual document which:

• consideration under it does not exceed the authorisation thresholds set out in the Schedule;
• can be classified as a “business as usual” document – see below;
• is considered to be low risk – see below; and/or
• is governed by Scots or English law.

Business as usual is defined as a type of contract that is typical to the running of the department, which has been notified to the Director of Legal previously and is either on the University’s template or assessed by the Contract Representative to be equivalent to it. 

2.2.2 Complex Contracts

A Complex Contract is any contract or contractual document which:

• does not fit into the category of a Simple Contract;
• relates to Estates or an interest in land/property;
• relates to a transfer of Intellectual Property rights or other interest of the University;
• requires registration in the Land Register of Scotland;
• requires notarisation; and
• is considered to be medium or high risk or contentious.

If you are not sure what category your contract falls into, please check with Legal.

2.3 When is it acceptable to use an e-signature?

E-signatures should generally be used for Simple Contracts only.

If you have a Complex Contract that you would like to have signed by e-signature then you must follow the Exceptional Circumstances process which is set out at Annex 1.

2.4 How do I have a Simple Contract signed using an e-signature?

For the purpose of this policy, there are two main ways to have a contract signed using an e-signature. These are:        

• pasting an image of a manuscript signature into an electronic document (Pasted Signature); and
• applying an e-signature using an e-signing platform (Platform Signature).

2.4.1 Pasted Signature

The process for having a contract or contractual document signed using a Pasted Signature should be:

(i)         The Contract Representative should contact the relevant authorised signatory to arrange for an agreement to signed.

(ii)        The authorised signatory should add their signature to the relevant part of the document and send the signed version back to the Contract Representative with a cover email confirming they have signed the document.

(iii)       The Contract Representative can then exchange by email pdf copies of executed signature pages together with – in the same email- a Word or pdf version of the whole agreement that has been executed.

(iv)       The Contract Representative must retain on file:

1. the email from the authorised signatory confirming that they have signed the document; and
2. an email from the third-party acknowledging receipt of the signed agreement AND acknowledging completion.

(v)        All contracts will require to be stored on the University’s systems as pdf documents.

If you wish to deviate from the above process then you may use the Exceptional Circumstances process which is set out at Annex 1. 

2.4.2 Platform Signatures

Contracts and contractual documents can be signed by applying an e-signature using an e-signing platform. The University can also agree to sign documents electronically which are issued by another party to the contract using DocuSign or another e-signing platform.

There is likely to be a charge for the University to issue contracts for signing using an e-signing platform. Consideration should be given to whether the use of e-signatures in any particular situation is appropriate or necessary.

Once a contract has been signed by all parties, a copy of the full signed contract and the signing certificate should be downloaded from the e-signing platform and saved on the University’s systems.

3 Part B: Electronic Transactions

3.1 Objectives

The objectives of this part of the policy are to:

1. ensure University of Dundee staff understand that electronic transactions in a workflow system or authorised by electronic means have legal validity equivalent to a signature in virtually all circumstances;
2. to support the introduction of electronic processes by removing any additional requirements for hard copy documents or authorisations other than where strictly required by law; and
3. provide a policy basis that encourages staff to review existing work practices and identify inefficiencies created by unnecessary requirements for hard copy.

3.2 Policy Statement

For internal transactions, physical signatures, endorsements or annotations are not required.

Except where a legally required exemption has been formally adopted on the advice of Legal, an Electronic Approval will be deemed to be the equivalent of a physical signature if it is in one of the following forms:

• an electronic workflow process;
• an approval via email; or
• the verifiable update of an electronic document.

That University will also treat an appropriately secured logon to a University of Dundee electronic transaction system as a ‘signature’ for the purposes of transacting business within the University.

3.3 Responsibilities

All staff, contractors and or consultants engaged by the University have a responsibility to adopt, support and assist in the implementation of this part of the policy.

It is important for the successful implementation of this part of the policy that staff with responsibility for approvals or authorisations are aware of the effect and intent of this policy, and where possible, adopt work practices reflecting the changed requirements for physical signatures.

All staff should also note that where approvals have been given in an electronic format outside a workflow system, such as by email, that they are responsible for the appropriate recording and storage of such approvals. 

4 Further information

4.1 Exceptional Circumstances Process     

The University will not generally deviate from its stated position as set out in this policy. However, we understand that there may be instances where exceptional circumstances apply, and the process is noted below.

Step 1

To qualify under Exceptional Circumstances the following criteria require to apply:

• The contract does not fit into the category of Simple Contract;
• There is a potential and real threat that if the University does not sign the contractual document the University will suffer significant harm either economically or reputationally; and
• Reasons will require to be given as to how the Exceptional Circumstances came to be invoked with relevant supporting evidence.

All Exceptional Circumstance proposals must be made by the Contract Representative.

Step 2

The Director of Legal shall decide whether an individual case merits Exceptional Circumstances treatment based on the following criteria:

• The risk appetite of the University;
• The risk of real detriment to the University; and
• Compliance with applicable law and regulation.

The Director of Legal’s decision shall be final and will be communicated to the relevant Contract Representative.

4.2 Contact Information

If you have any questions in relation to a contract or contractual document please contact Legal by sending an email to: Legal@dundee.ac.uk

4. 3 Definitions

Electronic Approval:    a means by which approval is recorded for an electronic document or file in such a way as to ensure non-repudiation, such as the action tracking in a workflow.

4.4 Further Assistance

If further assistance in understanding this policy or advice in relation to this policy is required, please contact policies@dundee.ac.uk

4.5 Equality Impact Assessment

No Impact is anticipated from the adoption of this policy.

5. Document Information