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Terms & Conditions

Last updated: 12 March 2026

1. About these terms

These terms govern your use of CounterSign ("the Service"), a document signing platform operated by OpenKit Ltd, registered in England and Wales (company number 13030838, registered address: Portland House, Belmont Business Park, Belmont, Durham, England, DH1 1TW).

By using the Service — whether as a proposal creator, signer, viewer, or any other participant — you agree to these terms and our Privacy Policy.

2. The Service

CounterSign provides:

  • PDF document hosting and viewing
  • Placement of signature and form fields on documents
  • Collection of electronic signatures and form data
  • Generation of signed PDF documents with audit trails
  • Email notifications to participants
  • Messaging and collaboration features

3. Electronic signatures

3.1 Type of signature

CounterSign provides simple electronic signatures as defined under the UK Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (UK eIDAS). These signatures are legally valid for most commercial agreements, including proposals, service contracts, NDAs, and general business documents.

3.2 Limitations

Simple electronic signatures may not be suitable for:

  • Deeds requiring witnessing under the Law of Property (Miscellaneous Provisions) Act 1989
  • Documents to be registered at HM Land Registry
  • Wills, codicils, and powers of attorney
  • Certain statutory declarations and affidavits

It is your responsibility to determine whether an electronic signature is appropriate and legally sufficient for your specific document and jurisdiction.

3.3 Audit trail

Each signature is recorded with the signer's name, IP address, user agent, and timestamp. This information is embedded in the signed PDF and stored as an audit trail to support the legal validity of the signature.

4. Your responsibilities

4.1 Proposal creators

If you create proposals on CounterSign, you are responsible for:

  • The content, accuracy, and legality of documents you upload
  • Ensuring you have the right to share documents with the participants you invite
  • Determining whether electronic signatures are legally appropriate for your documents
  • Complying with applicable data protection laws when collecting personal data through document fields
  • Managing access to your proposals and keeping participant details accurate

4.2 Signers and participants

If you receive a document to sign or review, you are responsible for:

  • Reviewing the document carefully before signing
  • Providing accurate information when completing fields
  • Keeping your access link secure and not sharing it with unauthorised parties

5. Acceptable use

You must not use CounterSign to:

  • Upload illegal, defamatory, or harmful content
  • Impersonate another person or forge signatures
  • Attempt to access documents or data not intended for you
  • Interfere with the operation of the Service
  • Use the Service for any purpose that violates applicable law
  • Upload malware or malicious files

We reserve the right to suspend or terminate access for violations of these terms.

6. Document storage and retention

Documents are stored on Cloudflare R2 infrastructure with AES-256 encryption. We retain proposals and their audit trails for as long as we hold the record of our business relationship with you, unless you ask us to remove personal data.

On written request from a data subject, we will archive the relevant proposal for our own records and remove personal data (email addresses, names, IP addresses, signature images, and counterparty-authored content) from the live system. The archived copy is retained internally by OpenKit and is not accessible through the Service.

You are responsible for downloading and retaining your own copies of signed documents. While we take reasonable measures to preserve documents, we do not guarantee permanent availability.

7. Intellectual property

You retain all rights to the documents you upload and create. By using CounterSign, you grant us a limited licence to host, process, and transmit your documents solely for the purpose of providing the Service.

We do not claim any ownership over your documents. We do not access, review, or use your document content for any purpose other than operating the Service.

8. Disclaimer of warranties

The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

  • Electronic signatures created through the Service will satisfy the legal requirements of every jurisdiction or document type
  • The Service will be uninterrupted, error-free, or completely secure
  • Documents processed through the Service are legally binding (this depends on the document type, jurisdiction, and applicable law)

CounterSign is not a law firm and does not provide legal advice. Consult a qualified solicitor if you are unsure whether electronic signatures are suitable for your purposes.

9. Limitation of liability

To the maximum extent permitted by law:

  • Our total liability for any claim arising from or related to the Service shall not exceed the total fees paid by you (if any) in the 12 months preceding the claim
  • We are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities
  • We are not liable for the actions, content, or conduct of other users or participants

Nothing in these terms excludes or limits our liability for:

  • Death or personal injury caused by our negligence
  • Fraud or fraudulent misrepresentation
  • Any liability that cannot be excluded or limited by English law

10. Indemnification

You agree to indemnify and hold harmless OpenKit Ltd from any claims, damages, or expenses arising from your use of the Service, your documents, or your breach of these terms.

11. Termination

We may suspend or terminate your access to the Service at any time for violation of these terms. Upon termination, your right to use the Service ceases immediately. Provisions relating to intellectual property, liability, indemnification, and governing law survive termination.

12. Changes to these terms

We may update these terms from time to time. Material changes will be indicated by updating the "Last updated" date. Continued use of the Service after changes constitutes acceptance.

13. Governing law

These terms are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Contact

For questions about these terms, contact us at hello@openkit.ai.