AssinaJá Platform Terms of Use
Version: 1.1
Language: English (United States)
1. Who we are, scope and acceptance
The AssinaJá platform is developed and operated by RMB Sistemas de Informação, Lda., Tax ID (NIF) PT507175794, with registered office at Rua das Hortas, 434, 4415-000 Vila Nova de Gaia, Portugal ("RMB" or "AssinaJá"). General contact: [email protected]. Data protection contact: see the Privacy Policy.
These Terms govern access to and use of the AssinaJá platform, including the web application, the API, the add-ins, extensions, integrations and associated applications (together, the "Platform"), under any plan, free or paid.
Use of the Platform is subject to acceptance of these Terms. If you do not agree with them, you must not use the Platform.
1.1 Documents that make up the contract and order of precedence
The contract between the user and RMB consists of the following, in this order of precedence in the event of conflict:
a) the specific conditions that RMB and the customer have signed in writing, where they exist;
b) these Terms, including Annex I — Personal Data Processing Agreement;
c) the conditions of the plan or package purchased, as presented at the time of purchase.
These Terms replace any previous terms and conditions of the Platform. The version in force is also available at assinaja.pt/terms_conditions.
The Privacy Policy describes the processing of personal data carried out by RMB and is not a contract; it is information provided as required by law.
1.2 Definitions
- User: the person who creates an account or uses the Platform, on their own behalf or on behalf of an organization.
- Customer or Organization: the entity (legal person or natural person) that holds the organizational account in which documents are created. When the user acts on behalf of an organization, they represent that they have the authority to bind it to these Terms.
- Consumer: a user who is a natural person using the Platform for purposes outside their professional activity. The specific rules for consumers prevail whenever they are more favorable.
- Customer Content: the documents, files, templates, fields, messages and other content uploaded, created or entered into the Platform by the user or by the recipients the user invites.
- Usage Data: technical and operational data about the operation of the Platform (for example, response times, errors, number of pages, file type and size, features used, technical signature results), which does not include the content of documents.
- Anonymized Data: statistical or aggregated information produced exclusively from Usage Data, without the content of documents, and from which it is not possible to identify a natural person, the Customer or a document.
- Free Plan: the Platform plan that has no monetary price, with the features and limits indicated on the plans page from time to time.
2. Nature of the Platform
AssinaJá is a technology tool supporting document signing and document management: it makes it possible to prepare, send, sign, collect evidence for, archive and consult electronic documents, using the signature and authentication methods available from time to time.
RMB is not a party to the documents, contracts, declarations or acts created, sent or signed through the Platform, except where it is expressly named as a party in a document of its own.
RMB does not create, validate, approve, interpret or guarantee the legal, economic, tax, employment or substantive content of documents. It does not provide legal advice or advice of any other professional nature. Statuses, notifications, technical validations, summaries, alerts or automatic explanations presented by the Platform are merely technical and informative in nature and do not constitute an opinion or a recommendation to sign.
3. User responsibility for documents and for the decision to sign
The user is responsible for the documents they create, upload, send, sign or ask third parties to sign, including:
a) their legality, truthfulness, accuracy and suitability for the intended purpose;
b) the legitimacy, powers of representation and capacity of whoever signs;
c) obtaining authorizations and fulfilling information obligations towards third parties whose data appears in the documents;
d) choosing the signature method appropriate to the act (some acts require a special form, a qualified signature, in-person certification or notarial intervention);
e) keeping the copies and proofs they need.
The decision to sign, refuse, send or execute a document is made by the user. The user must read each document before signing it and, whenever in doubt, seek independent advice.
The user warrants that they have the right to upload and process the Customer Content on the Platform, including, where subject to professional secrecy obligations (for example, lawyers, solicitors, health professionals, financial institutions), that the use of the Platform is compatible with those obligations.
4. Customer Content: ownership, license and confidentiality
4.1 Customer Content belongs to the Customer
RMB does not claim ownership of the Customer Content. The rights in that content remain with whoever held them.
4.2 License to provide the service
The Customer grants RMB, and its processors to the extent necessary, a non-exclusive, royalty-free, worldwide and non-transferable license (except in the event of assignment under clause 17.4) to host, reproduce, convert, process, present to the designated recipients, sign, seal, timestamp, encrypt, copy for backup and recovery purposes, index for search and archive the Customer Content, solely in order to:
a) provide, maintain, protect and support the Platform and the features the Customer uses;
b) comply with legal obligations and orders of competent authorities;
c) prevent, detect and investigate fraud, abuse and security incidents;
d) create, retain and produce the evidence of the signature, including in judicial, administrative or complaint proceedings;
e) diagnose and fix a problem when the Customer reports it or authorizes it.
The license lasts for as long as the Customer Content is stored on the Platform and, thereafter, for the legal retention and defense-of-rights periods set out in clause 11.
4.3 What RMB does not do with Customer Content
RMB does not sell the Customer Content, does not use it for advertising, does not disclose it to third parties other than as provided in these Terms and does not use it to train artificial intelligence models, except with the Customer's specific, separate and revocable authorization (see clause 6).
4.4 Confidentiality
RMB treats the Customer Content as confidential, limits access to the staff and processors who need it for the purposes of clause 4.2, binds them to confidentiality obligations and applies appropriate technical and organizational security measures.
RMB may disclose Customer Content when required by law or by an order of a court or competent authority, informing the Customer where legally possible.
5. RMB's rights in the Platform, Usage Data and suggestions
5.1 Platform
The Platform, its software, code, databases, interfaces, designs, texts, trademarks, logos, templates and documentation are the property of RMB or its licensors. The user receives only a personal, non-exclusive, non-transferable and revocable right to use the Platform in accordance with these Terms and the plan purchased. All rights not expressly granted are reserved.
5.2 Usage Data and Anonymized Data
RMB may collect and use Usage Data to operate, protect, measure, bill, support, develop and improve the Platform and its services. Where Usage Data contains personal data, it is processed in accordance with the Privacy Policy.
RMB may produce Anonymized Data, and is the owner of that Anonymized Data, and may use it for any legitimate purpose, including statistics, market research, benchmarking, publications, development of new products and improvement of features and of models that are not trained on document content, provided that it does not make it possible to identify the user, the Customer, any natural person or a document.
5.3 Suggestions and feedback
If the user sends RMB suggestions, ideas, feature requests or other feedback about the Platform ("Suggestions"), the user grants RMB a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, modify and commercially exploit them, without any obligation to pay compensation. This license does not cover Customer Content or personal data and does not affect the moral rights that the law grants to the author.
5.4 Commercial reference (organizations only)
Where the Customer is a legal person, RMB may mention its name and logo in customer lists, on the website and in marketing materials, without disclosing Customer Content. The Customer may object at any time by email to [email protected], in which case RMB will stop doing so in new materials within a reasonable period.
6. Improvement Program (optional participation)
RMB may invite the user to take part in an Improvement Program, in which the user chooses to share specific documents with RMB for testing, diagnosis and development of the Platform.
Participation:
a) is optional and depends on its own acceptance, separate from these Terms;
b) is not a condition of access to any plan, including the Free Plan;
c) may be withdrawn at any time, with the effects described in the respective terms;
d) is governed by the Improvement Program terms accepted by the user.
Without that acceptance, no document of the user is used for these purposes.
7. Free Plan
7.1 What it includes
The Free Plan gives access to the features and limits indicated on the plans page at the time of use. Additional features, such as sending documents for signature by third parties, may be subject to the purchase of packages or to subscribing to a paid plan.
7.2 Consideration for the Free Plan
The Free Plan has no monetary price. In return, the user accepts that:
a) the communications and evidence generated from the Free Plan (for example, emails sent to recipients and completion reports) may contain the statement "Enviado com AssinaJá" ("Sent with AssinaJá") and a link to the Platform;
b) the Platform may present to the user information about AssinaJá's paid plans and services;
c) the Free Plan does not include service level, availability or priority support commitments;
d) the Free Plan may require additional verification steps (for example, confirmation of the mobile phone number) to prevent abuse.
Customer Content is not consideration for the Free Plan: the same ownership, license and confidentiality rules of clause 4 apply to it as to any paid plan.
7.3 Changes to and end of the Free Plan
RMB may change the features and limits of the Free Plan, or discontinue it, with at least 30 days' prior notice by email or on the Platform, except where the change is required by law, security or essential suppliers. During that period, the user may download their documents or change plan.
7.4 Inactive free accounts
RMB may close a Free Plan account in which no session has been started for 12 consecutive months, after notifying the user by email at least 30 days in advance and giving them the opportunity to download the documents. The evidence needed to prove the signatures is retained in accordance with clause 11.
8. Personal data protection
8.1 Roles
- RMB is the controller of account, billing, security, fraud prevention and Usage Data, in accordance with the Privacy Policy.
- As regards signature evidence, RMB acts as the Customer's processor while the document exists in the account and, after that period, as controller of the evidence and records it retains to comply with legal obligations and for the establishment, exercise or defense of rights.
- As regards the personal data contained in the Customer Content and the data of the recipients designated by the Customer, the Customer is the controller and RMB acts as a processor, in accordance with Annex I.
- Where the user is a Consumer using the Platform for purely personal or household purposes, RMB processes that data only to provide the requested service, in accordance with the Privacy Policy.
8.2 Third-party data
When entering personal data of third parties (signers, recipients, persons referred to in the documents) into the Platform, the user warrants that they have a legal basis to do so and that they have informed those third parties to the extent required by law. RMB may make available to recipients information about the processing of their data by the Platform.
8.3 Special categories of data
The Platform was not specifically designed for the processing of special categories of data (for example, health data) or of data relating to criminal convictions. If the Customer includes such data in documents, the Customer is responsible for ensuring the legal basis and for assessing whether the Platform's security measures are appropriate.
9. Credentials, account and identity
The user is responsible for the confidentiality of their credentials, codes, devices, certificates and means of authentication, and for notifying RMB immediately of any suspected misuse.
The Platform's records identify the account and the means of authentication used in each action and constitute evidence, freely assessed, without prejudice to any other admissible means of evidence and to the statutory rules on the burden of proof.
RMB is not liable for acts of third parties who have gained access to the account due to circumstances attributable to the user, including sharing of credentials or use of insecure devices.
10. Signature methods and third-party services
The different signature methods have different levels of security, evidentiary value and acceptance. The availability of a method does not mean that it is appropriate for all acts or jurisdictions.
Where the Platform integrates third-party services (for example, Chave Móvel Digital (Portuguese Digital Mobile Key), Sistema de Certificação de Atributos Profissionais (Professional Attributes Certification System), trust service providers, timestamps, Microsoft or Google authentication, payments), those services are subject to the conditions and availability of the respective entities. RMB does not guarantee that a signature or electronic evidence will be accepted by any third party in all circumstances.
11. Retention, archiving and evidence
The Platform retains documents and evidence according to the plan and the features in use. The user is responsible for downloading and keeping the copies they need.
Even after documents are deleted or the account is closed, RMB may retain, with restricted access, the evidence, audit records, certificates, hashes and technical records necessary to:
a) comply with legal obligations, including tax obligations;
b) demonstrate the performance and integrity of the signatures;
c) establish, exercise or defend rights in legal proceedings, during the applicable limitation periods.
The electronic records generated by the Platform (including the version of these Terms accepted, date, time, IP address and cryptographic digest of the accepted text) are retained and may be used as evidence, without prejudice to any other legally admissible means of evidence.
12. Lawful use and prohibitions
The user undertakes to use the Platform only for lawful purposes. In particular, it is prohibited to:
a) create, upload, sign or distribute false or fraudulent documents or documents that infringe the rights of third parties;
b) falsify identities, powers of representation, consents or declarations;
c) obtain signatures through mistake, duress, deceit or manipulation;
d) send spam, phishing, malware or abusive communications;
e) carry out scraping, automated extraction, use of bots or unauthorized automation outside the officially provided API and limits;
f) carry out penetration testing, scanning or reverse engineering, circumvent limits or security controls, or access unauthorized areas, without RMB's prior written authorization;
g) create multiple accounts or manipulate plans to circumvent the limits of the Free Plan or of packages;
h) use the Platform, or information obtained from it, to develop or train a competing product.
13. Suspension and cancellation
RMB may suspend, limit or cancel access, in whole or in part, where there are serious indications or confirmation of a breach of these Terms, unlawful or fraudulent use, a risk to the security of the Platform or of third parties, non-payment, or an order of a competent authority.
In serious or urgent situations, the measure may be immediate and without prior notice. In other cases, RMB informs the user and, where reasonable, gives them the opportunity to remedy the situation. The user may contest the decision through [email protected].
Suspension or cancellation due to a breach attributable to the user does not give rise to any right to a refund of amounts paid for the period in which the breach occurred, to an extent proportionate to the seriousness of the breach, without prejudice to the Consumer's mandatory rights. RMB retains the necessary data and evidence in accordance with clause 11.
14. Availability and maintenance
RMB makes reasonable efforts to keep the Platform available and secure but, as an online service dependent on infrastructure, networks and suppliers, it does not guarantee uninterrupted or error-free operation.
Interruptions may occur due to maintenance, updates, security fixes, supplier failures, cyberattacks or force majeure. Whenever reasonably possible, scheduled maintenance is communicated in advance.
Temporary and technically justified interruptions do not, in themselves, constitute a breach. Unless a service level commitment has been agreed in writing, RMB does not guarantee restoration times. The user should plan operations subject to legal or contractual deadlines reasonably in advance.
15. Prices, payments and commercial changes
Prices, plans, packages, limits and features are those presented at the time of purchase. Prices presented to businesses do not include VAT, unless otherwise stated; prices presented to Consumers include the applicable taxes, as required by law.
RMB may change prices, plans and commercial conditions. Changes affecting an ongoing subscription are communicated at least 30 days in advance and apply from the following renewal; if the user does not agree, they may cancel the renewal at no cost.
Packages and credits purchased are subject to the validity period indicated at the time of purchase.
15.1 Right of withdrawal (Consumers)
A Consumer who purchases a paid plan or package at a distance may withdraw from the contract, without giving any reason and at no cost, within 14 days of its conclusion, by notifying [email protected] or by using the model withdrawal form provided for in Decree-Law No. 24/2014 of February 14. If the Consumer expressly requests that performance of the service begin during that period, the Consumer pays an amount proportionate to what has been provided up to the notice of withdrawal.
15.2 Experimental features
Features identified on the Platform as experimental or pre-release are provided as is, without any availability commitment, and may be changed or discontinued without the prior notice provided for in clause 7.3.
16. Liability
16.1 Scope
RMB is liable for the performance of the obligations it assumes under these Terms. RMB is not liable for damages resulting from:
a) the content, legality, validity or consequences of documents and of the acts performed in them;
b) acts or omissions of the user, of recipients or of third parties, including signature by someone who lacked the authority or capacity to sign;
c) the user's choice of an inappropriate signature method;
d) the refusal by third parties to accept a document or signature;
e) failures of third-party services that RMB does not control, of the user's networks, equipment or configurations, or force majeure;
f) use of the Platform in breach of these Terms.
16.2 Limits (business Customers)
In relations with Customers who are not Consumers, and except in the case of willful misconduct or gross negligence by RMB:
a) RMB is not liable for loss of profits, loss of business, loss of opportunity, or indirect or consequential damages;
b) RMB's total contractual liability is limited to the greater of the following amounts: the amount actually paid by the Customer in the 12 months preceding the event that gave rise to the damage, or 100 euros;
c) claims for breach of contract must be notified to RMB in writing within 12 months of the date on which the Customer became aware of the event, failing which they lapse.
The limits in this clause apply only to contractual liability and do not cover non-contractual (tort) liability for pecuniary loss, which is governed by the general law.
16.3 What is never excluded
Nothing in these Terms excludes or limits RMB's liability for willful misconduct or gross negligence, for damage to the life, physical integrity or health of persons, or in cases where the law does not permit exclusion or limitation, nor does it set aside the rights that the law grants to Consumers on a mandatory basis.
16.4 Indemnification by the Customer
The Customer shall indemnify RMB for damages, reasonable defense costs and amounts that RMB is ordered to pay to third parties as a result of: Customer Content that infringes the law or the rights of third parties; use of the Platform in breach of these Terms; or lack of a legal basis for the processing of personal data entered by the Customer. RMB informs the Customer of the claim as soon as reasonably possible. With respect to Consumers, this obligation applies only where the Consumer is at fault.
17. Changes to these Terms and final provisions
17.1 Changes
RMB may change these Terms for legal, regulatory, security, technical or commercial reasons. Material changes are communicated at least 30 days in advance, by email or on the Platform, except where required by law or for security reasons. The new version is presented for acceptance on the Platform. Anyone who does not accept may stop using the Platform and cancel the account and renewals at no cost, and may download their documents.
17.2 Partial invalidity
If any clause is held to be invalid or ineffective, the remaining clauses remain in force, and the affected clause is replaced by the valid rule that most closely reflects the intention of the parties, within the limits of the law.
17.3 No waiver
RMB's failure to require performance of a clause does not constitute a waiver of the right to require it.
17.4 Assignment of contractual position
RMB may assign its contractual position with the user's agreement. That agreement is deemed given if RMB gives notice of the assignment at least 30 days in advance, identifying the assignee, and the user does not terminate the contract, at no cost, within that period. RMB remains liable for obligations that fell due up to the date of the assignment. The user may not assign their position without RMB's written agreement.
17.5 Force majeure
Neither party is liable for non-performance caused by events beyond its reasonable control (for example, natural disasters, general power or telecommunications failures, large-scale cyberattacks, acts of authority or failures of trust service providers), for as long as they last. If the situation continues for more than 60 days, either party may terminate the contract, at no cost, with respect to the affected service.
17.6 Contact details
The user must keep the email address associated with the account up to date, as it is the means used for the communications provided for in these Terms.
17.7 Surviving clauses
Clauses 4, 5, 11, 16 and 18 remain in force after termination of the contract, to the extent necessary for them to take effect.
17.8 Communications
Communications to the user are made to the email address associated with the account or on the Platform. Communications to RMB are made to [email protected], unless another means is indicated in these Terms.
18. Governing law, disputes and complaints
These Terms are governed by Portuguese law, without prejudice to the mandatory consumer protection rules of the country of the Consumer's habitual residence that are more favorable to the Consumer.
For disputes with Customers who are not Consumers, the court of the judicial district of Porto has jurisdiction, unless this results in serious inconvenience for the Customer, in which case the statutory rules on jurisdiction apply. For disputes with Consumers, the statutory rules on jurisdiction apply.
The Consumer may file a complaint in the Livro de Reclamações Eletrónico (Electronic Complaints Book) (www.livroreclamacoes.pt) and resort to an alternative consumer dispute resolution entity; the list of entities is available on the Portal do Consumidor (Consumer Portal) (www.consumidor.gov.pt).
19. Acceptance
By clicking "I have read and accept. Continue", the user accepts these Terms of Use, including Annex I. The Platform records the version accepted, the date and time, the IP address and the cryptographic digest of the text, and the user may consult at any time the terms they accepted under Settings → Consents.
Annex I — Personal Data Processing Agreement
This Annex applies whenever RMB processes personal data on behalf of the Customer (Article 28 of Regulation (EU) 2016/679, "GDPR"). It prevails over the rest of the Terms in matters of data protection.
1. Subject matter, duration, nature and purpose. RMB processes the personal data contained in the Customer Content and the data of the recipients designated by the Customer in order to provide the Platform: hosting, conversion, sending, authentication of signers, signing, collection of evidence, archiving, search and support. The processing lasts for as long as the contract is in force and, thereafter, for the periods set out in clause 11 of the Terms.
2. Types of data and data subjects. Identification and contact data of users, signers and recipients; authentication data and signature evidence; and any personal data that the Customer includes in documents. Data subjects: users, employees, customers, counterparties and other persons referred to in the Customer's documents.
3. Instructions. RMB processes the data only on the documented instructions of the Customer. The Terms, the account configuration and the Customer's actions on the Platform constitute those instructions. The Customer further instructs RMB to produce, from the data processed on its behalf, Usage Data and Anonymized Data in accordance with clause 5.2, without the content of documents. RMB informs the Customer if it considers that an instruction infringes the law.
4. Confidentiality. The persons authorized to process the data are subject to a duty of confidentiality.
5. Security. RMB applies technical and organizational measures appropriate to the risk, including encryption in transit, access control, audit logging, backups and separation between organizations.
6. Sub-processors. The Customer gives RMB general authorization to engage sub-processors. The up-to-date list is set out in the Privacy Policy. RMB gives notice of changes at least 30 days in advance; the Customer may object on reasonable grounds related to data protection and, if no solution is found, terminate the contract with respect to the affected service. RMB imposes on sub-processors obligations equivalent to those of this Annex.
7. International transfers. Where a sub-processor processes data outside the European Economic Area, RMB ensures a transfer mechanism provided for in Chapter V of the GDPR (for example, an adequacy decision or standard contractual clauses). If Union or Member State law requires RMB to transfer data, RMB informs the Customer before the processing, unless that law prohibits it on important grounds of public interest.
8. Assistance. RMB provides the Customer with reasonable assistance, taking into account the nature of the processing, in responding to data subject requests, impact assessments, prior consultations and breach notifications. Assistance exceeding that made available on the Platform may be charged at reasonable prices.
9. Data breaches. RMB notifies the Customer without undue delay after becoming aware of a personal data breach affecting its data, with the information available.
10. End of processing. At the end of the contract, the Customer chooses, within the period indicated on the Platform, between the return of the data (by downloading the documents and evidence) and its deletion. If no choice is made within that period, RMB deletes the data, as well as existing copies, except for retention required by law or necessary under clause 11 of the Terms.
11. Audits. RMB makes available to the Customer the information necessary to demonstrate compliance with this Annex. On-site audits are carried out only with 30 days' prior notice, during business hours, at most once a year (except where required by an authority or in the event of a data breach), by an auditor bound by confidentiality. The costs are borne by the Customer, unless the audit reveals a material breach of this Annex, in which case they are borne by RMB.
12. Liability. The liability of the parties under this Annex is governed by Article 82 of the GDPR and by clause 16 of the Terms, to the extent permitted by the GDPR.