Terms of Service

These terms govern your use of the onterms.org website and the onTerms platform service: accounts, the dashboard, onSign signing, agent execution via the MCP API, the Verify-API, billing, and the dispute tools. By creating an account, signing through a signing link we send you, calling the API, or otherwise using the service, you agree to these terms.

1. Who we are

The service is operated by Rated Counsel Limited, trading as “onTerms”, a company registered in England and Wales (company number 11812572) with its registered office at 5 Golden Mede, Waddesdon HP18 0NG, United Kingdom. In these terms, “onTerms”, “we”, “us” and “our” refer to that operator, and “you” refers to the business using the service and any individual acting on its behalf.

You can contact us at hello@ratedcounsel.com. Please note that email sent to addresses at onterms.org is not currently received.

2. What these terms do and do not cover

These terms cover the platform service only. Two related things are deliberately separate:

• The onTerms standard corpus. The standard contract terms published at /modules are licensed to everyone under CC BY 4.0. When two parties incorporate those terms into their own agreement, that agreement is between those parties alone. onTerms is not a party to it, and these terms do not amend it. You can read, reproduce and incorporate the corpus without an account and without paying us anything.
• The onTerms Arbitration Terms and Arbitration Rules. These exist only as v1.0 drafts prepared for counsel review. They are not in force, are not offered as a service, and are not incorporated into these terms. See section 10.

3. Business use only

The service is for business-to-business use only. By using the service you warrant that you are acting in the course of a business, trade, craft or profession, and not as a consumer. Consumer use is outside the scope of the service and is contractually excluded. If you are a consumer, you must not use the service, and statutory consumer rights regimes are not engaged by these terms.

4. We are not a law firm

onTerms is not a law firm and is not regulated as one. We do not provide legal advice, we do not act for you, and we do not conduct litigation or reserved legal activities. The corpus reflects market-practice drafting, but whether any term is right for your deal is a question for you and, where appropriate, your own legal counsel. Nothing on the service, including AI-assisted features, output of the dispute tools, or documentation, is legal advice, and no solicitor-client relationship is created.

5. Accounts and security

Accounts are authenticated through WorkOS AuthKit. You are responsible for everything done under your account and your API keys. Keep your credentials, devices and Verify-API keys secure, and tell us promptly at hello@ratedcounsel.com if you believe an account or key is compromised.

If you invite a counterparty to counter-sign an order (including by email invite), you confirm you are entitled to send that invitation to that recipient for business purposes. A counterparty who uses a signing link agrees to these terms for that use, whether or not they hold an account.

6. Signing keys, passkeys and agent mandates

Signing on onTerms is non-custodial. Your signing keys are passkeys (WebAuthn credentials) held by your devices or platform, or Ed25519 keys you hold yourself. We never hold, escrow or recover your signing keys. The only private key onTerms holds is the key used to sign transparency-log tree heads. Consequences:

• If you lose access to your passkeys or keys, we cannot sign on your behalf or recover the keys. Register backup credentials where your devices support it.
• A signature produced with your registered credentials is treated as made by you. You are responsible for controlling who can use your devices and credentials.
• Agent execution runs under verifiable mandates (OAuth 2.1 plus did:web). A mandate you issue authorises an agent to execute orders within its scope. You are bound by orders your agent executes under a valid, unexpired and unrevoked mandate, so scope your mandates carefully and revoke them when no longer needed.

7. Plans, fees and billing

Paid plans are billed through Stripe. The current price list at /pricing is the canonical statement of prices, inclusions and metered rates; the amounts presented in Stripe Checkout when you subscribe are the amounts you agree to pay. As at the date above the plans are:

Billing works as follows:

• Metered usage. Usage beyond an included pool (onSign overage, Verify-API calls beyond your quota, identity-verified signing, dispute fees where enabled) is metered and billed in arrears at the rates on the pricing page. Identity (KYC) and qualified (QES) signing are explicit cost-recovery pass-throughs.
• Verify-API quotas. Programmatic verification requires an API key and a plan that includes it (25,000 calls per month on Team, 250,000 on Business, by agreement on Enterprise). Verifying an agreement through the public web verifier remains free.
• Seats. Team includes 5 seats and Business includes 20, enforced in the application. Enterprise seat counts are agreed in the order form.
• Renewal and cancellation. Subscriptions renew automatically until cancelled through the Stripe customer portal. Cancellation takes effect at the end of the paid period; metered charges accrued before then remain payable. Fees are non-refundable except where these terms or the law say otherwise.
• Non-payment. If a charge fails and is not remedied, we may downgrade the account to the Free plan and suspend paid capabilities.
• Taxes. Prices exclude VAT and equivalent taxes, which are added where applicable.
• Price changes.We may change prices with at least 30 days’ notice; changes apply from your next renewal, and you may cancel before they take effect.

8. Acceptable use

Your use of the service must comply with the Acceptable Use Policy, which forms part of these terms. In short: no unlawful use, no signing on behalf of parties you do not represent, no abuse of the free tier or rate limits, no attempts to subvert the transparency log or other users’ keys and mandates, and no use of the service to deceive counterparties.

9. The transparency log is public and permanent

Every verified execution is anchored in a public, append-only transparency log (an RFC 6962 style Merkle tree). You should understand, before you sign, that:

• The log stores cryptographic hashes (content hashes and leaf hashes), not the text of your order. The public verify endpoint returns inclusion proofs and status, not order content.
• The log is append-only and is designed never to be rewritten. Log entries cannot be deleted or amended, by you or by us, even if the underlying order record is later deleted. This permanence is the point: it is what makes a verified agreement verifiable.
• Anyone may query the log and verify inclusion proofs, free of charge.

How this interacts with data-protection rights over the order content itself is covered in the Privacy Notice.

10. Dispute tools and contractually binding determinations

The dispute tools help you and your counterparty resolve disputes arising under your own agreement. We are not a party to your agreement and we do not act as your legal representative. The tiers currently offered are self-executing outcomes agreed in your elections, agent-to-agent settlement, AI-assisted mediation (where the feature is enabled on your plan and in your configuration; it may be unavailable), human-confirmed determinations, and routing to external forums.

The affirmative dispute election. Where you and your counterparty each execute an order that incorporates the onTerms dispute module (an affirmative tick or equivalent affirmative action on the platform, recorded in the signed order itself), you each agree, as a matter of contract with one another, that disputes within the scope of that election are resolved through the onTerms ladder and that a determination issued through it is final and binding between you as a matter of contract, save in the case of manifest error or fraud. A determination takes effect as an expert determination under your contract: it is not an arbitral award, and it is enforced like any other contractual obligation.

Your right to go to court is preserved.Nothing in these terms or in the dispute election excludes or limits either party’s right to bring proceedings before the courts. The election makes the determination binding in contract between the parties; it does not oust the jurisdiction of the courts.

Arbitral awards are not currently offered. The separate onTerms binding arbitration tier (awards enforceable under the Arbitration Act 1996) and the onTerms Arbitration Rules v1.0 remain drafts and are switched off in production; they are an optional future upgrade and may be the subject of counsel opinions at a later date. Nothing in these terms submits any dispute to arbitration. Disputes between you and onTerms about the service itself are dealt with under section 20.

Dispute features are billed at flat, cost-recovery rates as shown on /pricing. We never charge a percentage of the amount in dispute.

11. Availability, support and beta features

• The service is provided without an uptime commitment on the Free, Creator, Creator Pro, Team and Business plans. A service-level agreement is available only under a signed Enterprise agreement.
• We may suspend the service for maintenance, security or legal reasons, and will give advance notice where reasonably practicable.
• Features identified as beta, preview, roadmap or experimental (including AI-assisted features) may change or be withdrawn at any time and are provided as-is to the fullest extent permitted by law.
• Verification of an existing record never depends on our uptime alone: log inclusion proofs are independently verifiable from published tree heads.

12. Intellectual property and your content

• The corpus is licensed under CC BY 4.0 and remains free for anyone to use under that licence. These terms do not narrow it.
• Platform code, where we publish it, is licensed under Apache 2.0 as stated in the relevant repository. These terms do not grant rights in code we have not published.
• onTerms marks. The onTerms name, logo and the onTerms Verified badge are our marks. You may use the badge only to represent a genuinely verified agreement, in the form we provide, and must not use our marks to imply endorsement.
• Your content. You retain all rights in the order data, elections and other content you submit. You grant us a non-exclusive licence to host, process, transmit and display that content solely to operate the service (including computing hashes, anchoring them in the transparency log, and showing the order to its parties), and you warrant you have the rights needed to grant it.

13. Privacy

Our handling of personal data is described in the Privacy Notice and our use of cookies and similar storage in the Cookie Policy. Signed orders contain party and signatory details; identity verification, where enabled, is performed by Stripe Identity, and we store the verification status rather than your documents.

14. Disclaimers

Except as expressly set out in these terms, the service is provided as-is and as-available, and all conditions, warranties and other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, we do not warrant that the corpus is suitable for your transaction, that any counterparty or agent is who they claim to be beyond what the relevant verification level actually checks, that signed agreements are valid or enforceable in your circumstances, or that the service will be uninterrupted or error-free. We are not certified under SOC 2 or ISO 27001; our infrastructure providers hold their own attestations, described in the Privacy Notice.

15. Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the law of England and Wales.

Subject to that:

• Neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, arising out of or in connection with the service.
• Each party’s total aggregate liability arising out of or in connection with the service is capped at the fees you paid to onTerms for the service in the 12 months before the first event giving rise to liability or, if you have paid no fees in that period, £100.
• We are not liable for the conduct of your counterparties or their agents, for the consequences of mandates you issue or signatures made with your credentials, or for the substance or outcome of any agreement or dispute between you and a counterparty.

16. Indemnity

You will indemnify us against losses, costs and claims arising from your breach of section 3 (business use), section 8 (acceptable use), or your warranty in section 12 regarding rights in your content, to the extent the loss is caused by that breach. This indemnity does not apply to the extent the loss results from our own breach or negligence.

17. Suspension and termination

• You may stop using the service at any time and may cancel paid plans as described in section 7. You may request closure of your account by contacting us.
• We may suspend or terminate your access where you materially breach these terms, where required by law, or where your use creates a security, legal or operational risk, giving notice and an opportunity to remedy where reasonable.
• On termination, your right to use the service ends and outstanding metered charges fall due. Stored order content is handled as described in the Privacy Notice. Transparency-log entries are permanent and survive termination (section 9), as do sections of these terms which by their nature should survive, including sections 9, 12, 14, 15, 16 and 20.

18. Changes to the service and these terms

We may improve and change the service over time. We may also update these terms; if a change is material and adverse to you, we will give at least 30 days’ notice by email or in the dashboard before it takes effect, and you may cancel before then. Continued use after the effective date is acceptance of the updated terms. The version date appears at the top of this page.

19. General

• Entire agreement. These terms, the Acceptable Use Policy, the Privacy Notice, the Cookie Policy and, for paid plans, the pricing presented at checkout form the entire agreement between you and us about the service, and supersede prior discussions. Enterprise customers may have a signed agreement that takes precedence over these terms to the extent of any conflict.
• Assignment. You may not assign these terms without our written consent. We may assign them to a successor of the business operating the service, with notice to you.
• Severance and waiver. If any provision is found unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.
• Third parties. No one other than you and us has rights under these terms, and the Contracts (Rights of Third Parties) Act 1999 does not apply.
• Notices. We give notices by email to your account address or in the dashboard. You give notices to hello@ratedcounsel.com.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for your payment obligations.

20. Governing law and jurisdiction

These terms, and any dispute or claim (contractual or non-contractual) arising out of or in connection with the service, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. For clarity: this clause is about disputes between you and onTerms over the service. It does not choose the law or forum for agreements you sign with your counterparties, which are governed by their own terms, and it does not impose arbitration on anyone (section 10).

21. Contact

Questions about these terms: hello@ratedcounsel.com.