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Explore the BoldSign features that make eSigning easier.

Electronic signatures have transformed the document authentication process, streamlining the signing of agreements both within the Netherlands and internationally. These digital tools facilitate the rapid and environmentally friendly execution of documents, contributing to the reduction of paper consumption and the acceleration of business dealings. Nonetheless, it is critical to grasp the key factors when implementing electronic signatures within the Netherlands.

Individuals should opt for an electronic signature service that complies with Dutch law, particularly the Dutch Civil Code, to ensure its legal validity is par with handwritten signatures. However, some documents may need a wet-ink signature, and legal requirements vary locally.

Ensuring the security of electronic signatures is paramount. The chosen eSignature provider should offer robust security measures, including encryption, user authentication, and an audit trail, to safeguard against unauthorized access and ensure the integrity of the documents. Services such as BoldSign provide these security assurances, helping users meet compliance and security standards.

Although electronic signatures are advantageous and widely accepted, adherence to legal regulations, ensuring security, and choosing an easy-to-use service are essential for successful deployment in the Netherlands.

Under the regulations of the Netherlands concerning electronic signatures, a signature is considered electronic when it consists of electronic data that is connected or logically related to other electronic data, serving as a means of authenticating identity. In the Netherlands, these electronic signatures are legally recognized on most documents, provided they can be unequivocally linked to the person signing. There is proof to confirm their legitimacy, safeguarding against tampering or falsification. It is also essential that the act of signing indicates deliberate consent to the conditions of the document. Once these conditions are met, electronic signatures are deemed legally equivalent to their handwritten counterparts with exemptions.

An eSignature can be any electronic mark linked to an electronic document or process. This includes:-

  • Logging into an app to authorize actions.
  • Handwriting a signature on a tablet.
  • Typing a name in an email.
  • Clicking an acknowledgment on a website after authentication.
  • Attaching a scanned handwritten signature.
  • Using a voice command as a verbal agreement.
Netherlands, a member state of the European Union, operates with the electronic signature regulated by the Electronic Identification and Trust Services Regulation [eIDAS] 1.
The eIDAS Act operates alongside the E-Commerce Directive [2000/31/EC], which sets out a ray of transactions that member states may exclude from being completed by the electronic signature model. In meeting its obligations as a member state to the European Union, Netherlands has implemented the Act and the directive above under Section 3.15a of the Dutch Civil Code2.

Generally, the code decrees that an eSignature has the same legal validity as a wet ink signature, also called a handwritten signature. This is subject to conditions that the method used for its authentication be sufficiently reliable and are regulated (at the federal level) by:-

  • Dutch Civil Code
  • Telecommunications Act
  • Regulation (E.U.) No 910/2014 of the European Parliament

eSignatures under the regulation are only classified as one. However, under the eIDAS Netherlands, being a member state, is categorized into three categories:

  • Standard (Simple) Electronic Signature
  • Advanced Electronic Signature
  • Qualified Electronic Signature

Standard electronic signature means data in electronic form attached to or logically associated with another data in electronic form and which is used by the signatory to sign;

Advances electronic signature

This is explained as an electronic signature meeting Article 26 of eIDAS standards. It decrees that Advanced Electronic Signature should be:

  • Uniquely linked to the signatory.
  • Capable of identifying the signers.
  • Generated through means that the signers can keep in their sole control.
  • Attached to the data it relates to so that any subsequent change to the data is detectable.
To be uniquely linked to a person

A secure electronic signature must be uniquely connected to the person who is using it. The signature must be uniquely made with methods that only the signer has access to, like a private key and confidential info, to verify their identity.

The use and incorporation remain in their sole control

The person using the secure electronic signature must have sole control over the means of creating the signature. Typically, this requires managing a key pair or two-factor authentication, with the signer exclusively holding the private key to prevent unauthorized signature forgery.

Able to identify the person using the technological process

The process used to create the signature must be capable of identifying the person signing. This may include the use of a biometric signature, a Personal Identification Number (PIN), an email address or even a company registration number.

It is easy to track down any alterations made after signing

It is essential to preserve the authenticity of the signed document. Modifications made to the document post-signature should be identifiable. This is commonly accomplished through an audit trail. Audit trails record the signer’s IP address, timestamps of key signing events, and location, providing proof of identity, timing, and signature place.

This is an advanced digital signature that has been generated using a certified device designed specifically for creating electronic signatures, and it relies on a certified electronic signature certificate.

Article 323 of the eIDAS sets out a validation set of standards to be met by the one for a qualified eSignature. These are:-

  • Statutory compliant certificate at the time of signing.
  • A certified trust service provider issued a certificate that was valid at the time of signing.
  • Signature validation data aligns with the data provided to the relying party.
  • The distinctive collection of information identifying the certificate’s signatory was accurately conveyed to the entity depending on it.
  • In instances where a pseudonym was employed during the signing process, its use is transparently communicated to the entity, depending on it.
  • The digital signature originates from an instrument designed to create qualified electronic signatures.
  • The integrity of the signed data is intact.
  • The requirements provided for in Article 26 were met at the time of signing.

Requirement for the validity of an eSignature under the Dutch Civil Code

Under the Dutch Civil Code, an eSignature is sufficiently reliable to the extent of its legal validity where :-

  • It is uniquely linked to the signatory.
  • Capable of identifying the signatory.
  • It was created using electronic signature creation data in the sole control of the signatory.
  • They are linked to the data in it to the extent that any alterations can be detectable.
  • Based on a qualified certificate
  • Generated by use of safe equipment for producing electronic signatures.
Summary
Type of signature Statute and Sections of relevant laws Unique features Legal Validity
Simple Electronic Signature Federal Civil Code Article 3:15a Telecommunication Act [1998]
As read with Electronic Identification and Trust Services Regulation
Electronic data is affixed to another to identify the signer.
  • Valid based on evidentiary weight.
Advances Electronic Signature Electronic Identification and Trust Services Regulation. EU. Article 26
(Regulation (E.U.) No 910/2014)
  • Uniquely linked to the signatory.
  • Capable of identifying the signatory.
  • Created using means that the signatory can maintain his own control.
  • Attached to the data it relates to so that any subsequent change to the data is detectable.
Qualified Electronic Signature Electronic Identification and Trust Services Regulation. Article 32 & 26
(Regulation (E.U.) No 910/2014)
  • Created by a qualified electronic signature creation device.
  • Based on a qualified certificate for electronic signatures.
  • Meets all requirements for an Advanced eSignature.
  • Deemed valid in all other states within E. U unless the contrary is substantiated in court.

Articles 6.227a, 6.227b, and 6.227c of the code set forth special considerations to be met by a party in the electronic execution of a contract. These set of conditions are: –

  • Consent from both parties.
  • Guarantee of the authenticity of the electronic contract.
  • Documentation remains accessible to both parties.
  • Easy to establish the identity of the parties therein.
  • Ability to track alterations on the document.
  • It is easy to determine the time of conclusion of the Agreement.
Consent from both parties

It is a fundamental principle that all parties involved must give their consent willingly and knowingly for the contract to be considered valid. Consent implies that each party understands the contract terms and agrees to them without coercion, fraud, or undue influence. This is achieved through a prompt notification as to the use of BoldSign to append an electronic signature.

Guarantee of the authenticity of the electronic contract

Authenticity in electronic contracts refers to the assurance that the contract is genuine, not forgery. Ensuring that the electronic document is the original Agreement and not an altered version is essential. This can be established through two-step authentication on the signed document.

Easy to establish the identity of the parties therein

Identifying the parties involved in an electronic contract is crucial for enforcing the Agreement and for any legal proceedings that may arise. Electronic contracts must have mechanisms in place that can easily and accurately establish the identity of each party. This can be done through digital certificates, two-factor authentication, or identity verification services that link the electronic signature or consent to a specific individual or entity. Such measures help prevent identity theft and fraud in electronic transactions.

Ability to track alterations on the document

Tracking alterations in an electronic document is essential to maintain the contract’s integrity and prevent fraudulent activity. BoldSign incorporates features like version control, audit trails, and timestamping, allowing any document changes to be recorded and monitored.

Easy to determine the time of conclusion of the Agreement

The time at which an agreement is concluded is essential for legal reasons, such as determining when rights and obligations begin, assessing deadlines, and establishing the relevant period for statutory limitations. In electronic contracts, the time of conclusion can be easily determined by using timestamp services that record the exact date and time when the contract was signed or when all parties gave consent.

Electronic signature use isn’t legally recognized for all document types. Some transactions are appropriate for eSignatures, while others aren’t. Below is a brief analysis and a summary table of these transactions.

Documents that can be signed

Electronic signatures can be employed to affix signatures and provide countersignatures on a diverse array of documents, such as:

  • Human Resources
  • Procurement
  • Non-Disclosure Agreements (assuming they are contracts, not formal deeds)
  • Software License Agreements
  • Public Petitions
  • Internal correspondences
  • Educational Field, etc.
Exempted transactions

While the Dutch Civil Code lacks express provisions on the transactions that are exempted from electronic transactions, it is required that one takes caution when dealing with certain transactions as below:

  • Contracts required by law to be completed by a judge’s intervention.
  • A government body or a professional fulfilling a public task.
  • Article 7.2 of the Dutch Civil Code4 decree that contracts relating to the purchase of immovable property should be executed in writing.
  • Article 40 of the Dutch Notaries Act 5 opines that transactions related to public notaries can only be completed physically and not by electronic means.
In the same context, in reference to deeds, the Dutch laws categorized deeds into two [authentic deeds and non-authentic deeds/private deeds]6. Authentic deeds are understood to entail deeds drafted by a civil notary. Authentic deeds are such as7: –  
  • Mortgage deeds
  • Nuptial Agreements
  • Deeds of incorporation
  • Final will and testament
  • Deeds where ownership of real estate is transferred
Summary
Sample transactions that can be completed in eSignature Exempted transactions.
[Article 40 of the Dutch Notaries Act Dutch Civil Code]
  • New hire documentation
  • Invoice processing
  • Purchase orders
  • Expense reporting
  • Internal compliance and correspondence
  • NDAs Letters of intent (assuming they are contracts, not formal deeds)
  • Human Resources
  • Procurement
  • Insurance policies
  • Educational Field
  • Offer letters
  • Mortgage deeds
  • Nuptial Agreements
  • Deeds of incorporation
  • Final will and testamentary documents
  • Deeds where ownership of real estate is transferred
  • Purchase of immovable property
  • Contracts required by law to be completed by a judge’s intervention
  • A government body or a professional fulfilling a public task
The Van Gansewinkel Nederland case – District Court the Hague, 8 May 2018, ECLI:NL: RBDHA:2018:6370.

The present case addressed the criteria for determining the authenticity of an electronic signature as outlined in Article 3.15a of the Dutch Civil Code. The court’s decision highlights the importance of ensuring that a signature and the completion certificate can verify the identity of the signer and that the signer has sole and secure access to it. This therefore leaves all digital signature users with the task of ensuring that identity of the signer is identifiable to be valid.

To ensure an electronic signature’s validity while complying with legal requirements, an individual should be able to adopt best practices such as:

  • Establishing the legitimacy and authorization of the signatory: This involves implementing stringent procedures to authenticate the identity of individuals signing on behalf of themselves or an entity. For businesses, this step may include verifying the individual’s position within the company and their delegated power to sign documents, ensuring they have the proper authorization to enter into binding agreements on the company’s behalf.
  • Obtaining an unambiguous Agreement for using electronic signatures: It is critical to secure informed consent from all parties involved before utilizing it. This means explaining the implications of an electronic signature, how it will be used, and the legal equivalency to a handwritten signature, thereby ensuring that all parties are fully aware and agreeable to the electronic signing process.
  • Ensuring the integrity of the signed document post-execution: Once a document has been signed electronically, measures must be taken to safeguard it from any unauthorized alterations. This can involve the use of digital instruments that lock the document’s content and track any attempts at modifications, thereby maintaining the document’s integrity and ensuring it remains legally enforceable.
  • Maintaining a detailed log of the electronic signing activity: Keeping a robust and clear audit trail is essential for validating the signing process. This record should include timestamps, IP addresses, signer authentication methods, and any other relevant information that documents the entire signing event. Such records are crucial for providing evidence of the signing process’s legitimacy and can be invaluable in the event of a legal dispute or audit.

The following elements of compliance available within BoldSign can be used to comply with Netherlands eSignature laws:

  • Secure and unique signing link: A secure and unique link to sign a document is sent directly to the signer’s email address. This helps to ensure that the document is only accessed by the intended signer and that it cannot be tampered with.
  • Password protection: Senders can specify a password that needs to be entered before viewing and signing a document. This adds an additional layer of security to the signing process.
  • Audit trail: The IP address of the signer, along with timestamps for all major events in the signing process, are recorded in an audit trail. This provides a record of who signed the document, when they signed it, and from where they signed it.
  • Digital signature: The final signed document is digitally signed with an AATL-compliant certificate. This ensures that the document cannot be tampered with without invalidating the signature.
  • Consent: Signers are asked to confirm their intent to sign electronically and are also informed that they have the option to opt-out. This helps to ensure that the signer is aware of the implications of signing electronically and that they have given their consent to do so.
  • Custom terms: There is an option to get your signers to agree to a custom set of terms. This can be useful for adding additional security or ensuring that the signer understands the terms of the document.

Disclaimer: Information on this page is intended to help businesses understand the legal framework of electronic signatures for this country.

However, Syncfusion’s officers, directors, stockholders, affiliates, attorneys, accountants, employees or agents cannot provide legal advice. You should consult your own personal attorney regarding your specific legal questions. Laws and regulations change frequently, and this information may not be current or accurate. To the maximum extent permitted by law, Syncfusion provides this material on an “as-is” basis. Syncfusion disclaims and makes no representation or warranty of any kind with respect to this material, express, implied, or statutory, including representations, guarantees or warranties of merchantability, fitness for a particular purpose, or accuracy.

Syncfusion makes no warranties of any kind, including but not limited with respect the information or the product, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, Syncfusion disclaims all conditions, representations, and warranties, whether express implied or statutory with respect to this information without limitation any implied warranty of merchantability, fitness for a particular purpose, accuracy or currentness of this information.

Syncfusion nor their officers, directors, stockholders, employees, affiliates, attorneys, accountants or agents, shall be entitled to indemnification, express or implied, contractual or statutory, equitable or otherwise, under this Agreement.

1 Electronic Identification and Trust Services Regulation
2 Dutch Civil Code
3 The Electronic Identification and Trust Services Regulation
4 Dutch Civil code
5 Notaries Act of 3 April 1999
6 Kees Cappon, Dutch Notaries: Do They Have a Future? How the Historical Foundations of the Civil Law Can Help Survive a Modern Crisis, 4 J. Civ. L. Stud. (2011) https://digitalcommons.law.lsu.edu/jcls/vol4/iss2/16
7 https://www.ibanet.org/MediaHandler?id=26AA974D-601B-4712-B904-EB904C549AC2