Documents and Contracts FAQs

Legal Services acts for the University only.  Occasionally staff or students contact the office because in their personal capacity they need:

  1. A certified copy of a document
  2. A document to be sworn before a solicitor or Commissioner for Oaths
  3. A document notarised or sworn before a Notary

We may be able to help you with this if the task is straightforward and the office isn’t overly busy.  However, we cannot help you to determine which of the above you need, and you will need to read any instructions you have been sent or ask the body you are dealing with to confirm which of these is required.

Certified copies – required to confirm that a copy document is the same as the original (e.g. a certified copy of a passport may be needed by for identification); subject to capacity, the members of Legal Services will generally help with this provided the documents are straightforward. 

Swearing of documents – individual solicitors in the office can swear documents (e.g. Affidavits) as solicitors or Commissioners for Oaths, but they are not required to.  If the task is particularly complicated or substantial or the office is particularly busy, they may not be able to help.  A solicitor before whom a document is sworn is entitled to charge a fee payable to them personally.

Documents to be notarised or sworn before a Notary – Notaries are lawyers who have undergone specialist training in the validation of documents and are internationally recognised.  Documents to be submitted to authorities or courts overseas often need to be notarised.  None of the lawyers in Legal Services is a notary.  If your document needs to be sworn before a Notary you need to go to a local firm providing Notarial services.  You can find one at The Notaries Society.

Note

Proof of Study documents – these can be certified by Legal Services for the Foreign Office.

Passport forms – The fact that you are a student or member of staff of the University is not sufficient knowledge to enable a member of the team to sign a passport form or other form confirming actual knowledge of your identity.

We seal documents because:

  • some documents eg powers of attorney and land transactions are not valid if not sealed
  • the period during which claims can be brought is to be extended – for example to extend the normal 6 year period to pursue a breach of contract to 12 years
  • it is traditional (IP assignment and construction contracts for example)

Note

In fact IP assignments can be 'under hand' and the limitation period in construction contracts can be extended by agreement in the contract under hand.

  • we are asked to by the counterparty
  • it feels right (very big contracts)
  • there is no consideration (a contract is not binding unless there is ‘consideration’ which means a price of some kind, which can include mutual obligations)
  • we have doubts about the authority of the individual to contract 'under hand' for the organisation

All documents for sealing should be submitted to the Registrary by UMS or by electronic e-mail to sealing@admin.cam.ac.uk, together with a completed template cover sheet with a covering letter confirming that necessary approvals are in place and indicating appropriate pages for signing/sealing, except for:

  1. Documents relating to building projects, which should be submitted to the PVC (Planning and Resources). 
     
  2. Assignments of the University’s intellectual property, which should be submitted to the Head of the Research Operations Office.

The relevant individual will then authorise affixing of the University’s seal.

Once authorised, the document(s) are passed to the Sealing team in the Governance and Compliance Division for preparing the associated paperwork and applying the seal.  Sealings take place weekly.  The sealed documents will then be returned to the sender in the manner indicated on the cover sheet. 

Any questions about the sealing process should be directed to sealing@admin.cam.ac.uk.

Under Financial Regulation 7, the following persons have authority to authorise affixing of the University's seal:

  • the Vice-Chancellor;
  • a Pro-Vice Chancellor;
  • the Registrary;
  • the Director of Finance; and
  • (for assignment of University intellectual property) the Head of the Research Operations Office.

 

You must be authorised to sign an agreement or contract on behalf of the University. The Financial Regulations (Section C) provide guidance on who is authorised to sign different types of agreements on behalf of the University.  Information delegation of duties can be found here.

Please see Signing Contracts.

Please see our Guidance Section for information on indemnities.

Yes, for further information please visit the Research Operations Office website.

The Research Operations Office in the first instance, further information can be found at their website here.

Standard agreements for visitors can be found on the Human Resources website.

Electronic signatures or e-signatures are increasingly used as an alternative to the traditional ‘wet’ signature, not least because they are quick and convenient. E-signatures are particularly useful if wet signature is impractical due to the location of the signatories or the timescale for completion.

An e-signature can be typed or scanned, may involve an authentication procedure, or take the form of an “I accept” tick box on a website.
 

Under the EU eIDAS Regulation, e-signatures are categorised by the level of assurance that they provide and are known as:

  1. Basic Level (e.g. typed signatures, scanned images of signatures, and tick boxes);
  2. Advanced (an e-signature obtained using an electronic signature authentication service such as DocuSign or Adobe Sign which has several features to verify the integrity of the signature and the signed document, making it more secure than a basic electronic signature); or
  3. Qualified (an advanced electronic signature supported by a qualified digital certificate created by a qualified signature creation device (QCSD). This has the equivalent legal effect of a handwritten signature and is the only type of e-signature that is unchallengeable on evidentiary grounds, short of fraud).
     

For any form of e-signature to be legally valid, it must be attached to or logically associated with electronic data that authenticates the signature and confirms the signatory’s intent to be bound by the relevant terms (see ‘Is an electronic signature legally valid?’ for further information).

Yes, electronic signatures are permitted by English law and can be used by University departments for the execution of contracts (other than deeds) provided any formalities dictated by statute or the contract itself are satisfied.
 

As with wet signatures, you must ensure that the person who applies the electronic signature (the signatory) is authorised to sign the contract in accordance with Financial Regulations (see here for more details).  The other party should also confirm they have authority to sign on behalf of their company (see ‘How do I execute a contract using a third party e-signature platform?’).
 

The signatory(ies) must also confirm that they intend to be bound by the relevant terms of the contract, and a basic typed or scanned signature with no audit trail is not sufficient for this purpose.  One of the below procedures must also be followed to make an electronic signature binding:

  1. the signatory signs the document electronically and directly emails the signed document, confirming their intention to be bound by the relevant terms; or
  2. the signatory signs using a third party signature authentication service; or
  3. the signed document is emailed on the signatory’s behalf by a named individual (e.g. a secretary or PA) whose authority has been previously confirmed in writing by the signatory for a defined period.

 

Where an undated document is executed electronically, it may be validly dated with the authority of the parties involved (i) by inserting the date electronically or (ii) by printing it out and inserting the date by hand.  It is not necessary to include any specific reference to electronic signatures in the contract itself in order for it to be validly executed using electronic signature.  It is also not necessary for all parties to sign electronically just because one party does.


The University is unable to execute deeds electronically (see ‘Can a deed be executed electronically?’).  It is also not possible for deeds to be witnessed virtually (i.e. if the witness is not physically in the same room as the signatory).  For further guidance about signing contracts, see: https://www.legal.admin.cam.ac.uk/guidance/signing-contracts 
 

HM Revenue & Customs and the Land Registry do not currently accept electronic signatures for all types of documents, although the Land Registry has indicated it may accept QES in the near future.

 

An advanced electronic signature (AES) is obtained using a third party electronic signature authentication service and has several features to verify the integrity of the signature and the signed document, making it more secure than a basic electronic signature.

As set out in the EU eIDAS Regulation, an AES has the following features:

  1. it is uniquely linked to the signatory;
  2. it is capable of identifying the signatory;
  3. it is created by means that the signatory can maintain under their sole control; and
  4. it is linked to the data to which it relates in such a manner that any subsequent change of the data is detectable.   

 

As long as there is an audit trail of electronic data to authenticate the e-signature (e.g. an email chain confirming that the e-signature was applied by the intended signatory and that they intend to be bound by the terms of the contract), both basic and advanced electronic signatures are legally binding.
 

Advanced electronic signatures are recommended because there is a digital audit trail which is (in the absence of fraud) admissible in court as proof of the signatories’ intention to authenticate the document.

The University cannot execute deeds electronically, as deeds can only be executed on the University’s behalf by affixing the University’s seal (see “What is the process for sealing documents?”). 

Deeds may be executed electronically by other parties, including University subsidiary companies, if their constitutional documents do not include any restrictions on the use of e-signatures. 
 
If the deed requires a witness (either because the other party is an individual or if only one director is signing on behalf of a company), the witness must be physically present when the signatory executes the deed.   The witness can be anyone, excluding a party to the contract, and can include family members and minors.
 
Where deeds are executed by two directors or a director and a company secretary, there is no need for the signatures to be witnessed or any requirement for the directors to sign whilst physically together or at the same time.
 
Evidence of witness’ presence
Where it is necessary to sign deeds electronically, it is advisable to use an e-signature platform which confirms the identity and IP address of both the signatory and witness. A statement confirming the witness was physically present can be added in the envelope (see ‘How do I execute a contract using a third party e-signature platform?’).
 
If no e-signature platform is used, the other party could be asked to provide alternative evidence such as photographs or video recording of execution of the deed.

The University has signed a contract with DocuSign and departments should contact Procurement Services to obtain user licenses under this contract.

Before using DocuSign or any other e-signature platform to execute a contract, please ensure:

  1. The person signing the contract is authorised to do so;
  2. The document being signed is the final agreed complete version, including any exhibits or appendices; and
  3. The signatory understands what they are signing and the implications of entering into the contract.

Once it has been agreed by all parties that an electronic signature is acceptable for the contract, you will need to upload the document onto the e-signature platform for execution. The exact process may vary depending on the e-signature platform used, but the next steps will usually be similar to those for DocuSign, which are set out below:
 

  1. Email all parties advising that DocuSign is the University’s preferred method of execution and if acceptable to the signatories ask for the following details from each party:
    • Signatory’s Full Name
    • Signatory's Email
    • Signatory’s Job Title (if required)
       
  2. DocuSign uses ‘envelopes’ to store all data relating to a contract; the envelope must be updated with the required information on the signatories and then sent to the signatories for signing to be carried out. If the contact for a party is unsure who their signatory will be, enter the contact’s details in the DocuSign envelope and allow the contact to enter the correct signatory’s details; that signatory will then receive an email from DocuSign with their own personal link to sign the document.
     
  3. Before sending the document via DocuSign, the following text must be included in the custom message field to demonstrate authenticating intention:
    • ‘The DocuSign signature must be applied by the person authorised to do so for and on behalf of their organisation and in accordance with its rules (or if acting personally on their own account). Receipt of the DocuSign Certificate of Completion will be taken as confirmation that it has been signed by the person whose signature appears in Electronic Record and Signature Disclosure box “DocuSigned by”.’
    • [To be included if the document is a deed:]  ‘The signatory acknowledges and warrants that the witness was physically present when the signatory signed the deed.’
       
  4. When all signatories have signed the agreement via DocuSign, the date will be automatically added to the contract and an executed copy will be circulated to all signatories and any other email addresses specified in the envelope, together with the Certificate of Completion.


Last updated 15 October 2020

If the contract has a fixed term which is due to expire and you require a longer term (e.g. because services are required for longer than was originally envisaged under a services agreement, or a project will run for longer than was originally envisaged under the relevant collaboration agreement), this will need to be agreed between the parties to the contract.

To arrange an agreement to extend the term of the original contract, in the first instance please contact the team which advised on the original contract, e.g.:

  • Cambridge Enterprise or Cambridge University Technical Services (for technology transfer and consultancy contracts);
  • Cambridge University Development and Alumni Relations (for donations);
  • Research Operations Office (for research contracts); or
  • Legal Services.

What if the contract has already expired?

If the term of the original contract has already expired, the parties can agree to ‘revive’ the contract by signing a renewal, with the effect that the terms of the original contract are agreed to have continued to apply beyond the expiration date and will continue in force until the new agreed expiration date.

For example:

  • The University and SupplierCo entered into a services contract on 1 January 2020.
  • The term of the contract runs until 31 December 2022.
  • It is now July 2023. The services have continued to be provided to the University by SupplierCo, and the University has continued to pay for those services in accordance with the original terms of the contract. The parties now realise that the term of the contract expired on 31 December 2022 but wish the relationship to continue on the same terms until 31 December 2023.
  • The University and SupplierCo may now sign an agreement stating that the term of the contract is agreed to run until 31 December 2023.

Please note: while this approach is possible, it is best practice to diarise future contract expiration dates so that any necessary extensions to the original term can be agreed between the parties in good time in advance.

Last updated 21 March 2025