The information technology sector plays a crucial role in driving the development of most industries, impacting a wide range of fields, from media such as television and journalism to social media. Individuals and businesses are increasingly opting to sign electronic contracts to keep up with this trend. TNTP will present the fundamental characteristics of electronic contracts in the article below.
1. Definition and validity of electronic contracts
According to Article 3.16 of the 2023 Electronic Transactions Law, “An electronic contract is a contract established in the form of a data message.” Thus, an electronic contract is a form of data message representation. Information in a data message cannot have its legal value disclaimed for the sole reason that it is expressed in data message form. If the law requires information to be in written form, the requirement of the law is fulfilled if the information is contained in a data message that is accessible and usable for subsequent reference. In cases where the law requires a document to be notarized or authenticated, the data message will fulfill this requirement if it is notarized per legal provisions on notarization and authenticated according to the Electronic Transactions Law and relevant authentication regulations.
A data message is considered equivalent to an original if it meets the following conditions: (i) The information in the data message must retain its integrity from the time it was initially created as a complete data message. Integrity is maintained if the information has not been altered, except for changes in form arising during the sending, storage, or display of the data message; (ii) The information in the data message must be accessible and usable in its final form.
It is evident that Vietnamese law recognizes the validity of electronic contracts. The legal provisions in Vietnam align with the United Nations Convention on the Use of Electronic Communications in International Contracts and the UNCITRAL Model Law on Electronic Commerce in 1996. Article 11 of this Model Law also affirms the legal value of electronic contracts. Accordingly, when a data message is used in forming a contract, that contract is not denied legal effect or enforceability solely because a data message was used for that purpose.
2. Key characteristics of electronic contracts
a. Form of the electronic contract
An electronic contract is created, sent, received, and stored in the form of information using electronic means. Electronic means include technologies based on electrical, electronic, digital, magnetic, wireless, optical, or similar technology.
b. Scope of application
Electronic contracts apply to specific areas only and do not include granted a Certificate of title including houses and construction works affixed to the land, and other real estate; inheritance documents; marriage certificates; divorce decrees; birth certificates; death certificates; promissory notes; and other valuable papers.
c. Parties to the contract
Unlike traditional contracts, a distinctive party involved in an electronic contract is the organization certifying the electronic signature. This organization does not participate in the negotiation or signing process but plays a supporting role in ensuring the contract’s legal validity and compliance.
d. Content of the electronic contract
In addition to the basic contents listed above, an electronic contract should include the following:
• Address information: In addition to a traditional legal address (postal address), the contract includes an email address, website, location, date, and time of data message transmission to confirm the existence and authenticity of the contracting parties as subjects to the electronic contract.
• Access and revocation rules: Terms regarding access rights, including the withdrawal or cancellation of an online offer to contract.
• Provisions on electronic signatures, and digital authentication, such as passwords, codes, and other measures for information verification.
• Electronic payment methods: Detailed regulations on electronic payment methods such as credit cards, e-wallets, and cryptocurrency.
• Integrity and security conditions: Terms that ensure data integrity and confidentiality.
e. Process of Entering into an Electronic Contract
The process of entering into an electronic contract is conducted using electronic means. The parties offer, respond, and finalize the contract using hardware, software, information systems, or other means based on information technology, electricity, electronics, digital, magnetic, wireless, optical, or similar technologies.
The above article “Key Characteristics of Electronic Contracts” that we would like to send to our readers. Hopefully, the article is useful for those who are interested in this issue.
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