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Understanding commercial contracts signed electronically

The advent of electronic signatures has revolutionized the realm of commercial contracts, enabling businesses to conduct transactions more efficiently and securely than ever before. Electronically signed commercial contracts are agreements executed through digital means, such as email, websites, or electronic transaction systems, replacing traditional paper-based methods. These contracts offer numerous advantages, including cost-effectiveness, speed, enhanced security, and environmental sustainability. They are governed by specific legal frameworks to ensure their validity and enforceability. As businesses increasingly operate in a globalized and digitalized environment, electronically signed contracts are becoming indispensable tools for modern commerce, streamlining operations and facilitating seamless transactions. Apolo Lawyers will help you learn more about this type of contract. In case you need advice, please contact us via email at or Hotline - (+84) 903 419 479 for the best advice and support.

1. What is a Contract?

What is a contract? This is a fundamental but crucial concept in the fields of law and business. According to the Vietnamese Civil Code, a contract is an agreement between parties to establish, change, or terminate civil rights and obligations. In other words, a contract is a legal tool through which parties commit to fulfilling the agreed-upon terms.

Contracts can be established in various forms such as written documents, verbal agreements, or specific actions by the parties. However, with the development of information technology, electronically signed contracts are becoming increasingly popular. This not only saves time and costs but also enhances transparency, and facilitates easy storage and retrieval of information.

A commercial contract is a special type of contract where the parties involved are merchants and the subject matter of the contract pertains to commercial activities. Commercial contracts signed electronically are a significant step in modernizing the transaction process, aligning with the development trend of the digital economy.

2. What is an Electronically Signed Contract?

What is an electronically signed contract? These are agreements executed through electronic means such as email, websites, or other electronic transaction systems. Unlike traditional contracts signed on paper, electronic contracts use digital means to conduct transactions. This technological evolution brings a host of benefits that are reshaping how businesses and individuals engage in contractual agreements.

2.1. Technology and Tools

Electronically signed contracts rely on various technologies and tools to ensure the process is secure, efficient, and legally compliant. These tools include electronic signature platforms like DocuSign, Adobe Sign, and HelloSign, which provide robust security features such as encryption and multi-factor authentication. Blockchain technology is also emerging as a means to ensure the immutability and verifiability of electronic contracts, providing an extra layer of trust and security.

2.2. Process of Signing an Electronic Contract

The process of signing an electronic contract typically involves several steps. First, the contract is created and uploaded to an electronic signature platform. Next, the parties involved receive a notification to review and sign the document. Each party can sign the contract using a digital signature, which is then encrypted and recorded. The completed contract is stored electronically, making it easily accessible for future reference. This process eliminates the need for physical meetings and paper exchanges, significantly speeding up the contractual process.

2.3. Benefits of Electronic Contracts

  • Cost-Effectiveness: By eliminating the need for physical documents and in-person meetings, electronic contracts reduce costs associated with printing, postage, and storage. This is particularly beneficial for businesses that handle a large volume of contracts.

  • Environmental Impact: The shift to electronic contracts contributes to environmental sustainability by reducing paper usage. This aligns with corporate social responsibility (CSR) goals and promotes eco-friendly business practices.

  • Real-Time Updates: Changes and updates to contracts can be made in real-time, ensuring all parties have the most current version. This reduces the risk of errors and misunderstandings that can occur with traditional paper contracts.

  • Global Reach: Electronic contracts facilitate international business by enabling parties in different geographical locations to sign agreements without the constraints of time zones and travel. This is especially crucial in the globalized economy where businesses operate across borders.

To ensure the legality and enforceability of electronic contracts, various international standards and regulations have been established. The United Nations Commission on International Trade Law (UNCITRAL) Model Law on Electronic Commerce provides a framework for countries to develop their laws regarding electronic transactions. Additionally, the Electronic Signatures in Global and National Commerce Act (ESIGN Act) in the United States and the eIDAS Regulation in the European Union establish legal recognition for electronic signatures and contracts.

Understanding commercial contracts signed electronicallyUnderstanding commercial contracts signed electronically

3. Characteristics of Electronically Signed Contracts

What are the characteristics of electronically signed contracts? Electronic contracts have several distinct features compared to traditional contracts, each contributing to their growing popularity and utility in modern business practices.

3.1. Electronic Signature

One of the most important features of electronic contracts is the use of electronic signatures to confirm the consent of the parties. Electronic signatures can be digital signatures, PIN codes, biometric data, or other authentication methods. Digital signatures, in particular, use cryptographic techniques to provide a high level of security and integrity. They not only authenticate the identity of the signers but also ensure that the document has not been altered after signing.

3.2. Convenience and Speed

Electronic contracts allow parties to sign and execute transactions quickly without geographical limitations. Parties can easily exchange, amend, and finalize contracts over the Internet. This convenience is crucial in fast-paced business environments where time is of the essence. Businesses can close deals faster, streamline operations, and enhance customer satisfaction through quick and efficient contract management.

3.3. Storage and Retrieval Capability

Electronic contracts are stored in digital form, making them easy to manage and retrieve when needed. This helps save storage and document management costs. Advanced document management systems (DMS) allow for secure storage, organization, and retrieval of electronic contracts. These systems often include search functionalities that enable users to quickly find specific contracts or clauses, improving operational efficiency.

3.4. Security and Safety

Electronic contracts are often protected by strong security measures such as data encryption, digital certificates, and user authentication. This helps protect information and prevent cybersecurity risks. For instance, encrypted communication ensures that data transmitted between parties is secure from interception or tampering. Moreover, audit trails and logging features provide transparency and accountability by recording all actions taken on the document.

Electronic contracts must comply with legal regulations on e-commerce and electronic transactions. In Vietnam, the Law on Electronic Transactions and its guiding documents provide specific regulations on the use and protection of electronic contracts. These regulations ensure that electronic contracts have the same legal standing as traditional paper contracts, provided they meet certain criteria. Compliance with these laws is essential to ensure the enforceability of electronic contracts in legal disputes.

3.6. Verification and Authentication

Verification and authentication processes are crucial characteristics of electronic contracts. These processes ensure that the identities of the parties involved are confirmed and that the contract is signed voluntarily and knowingly. Multi-factor authentication (MFA), digital certificates issued by trusted certification authorities, and biometric verification are some methods used to authenticate electronic signatures.

3.7. Traceability and Auditability

Electronic contracts provide detailed records of all actions taken on the document, from creation to signing to final storage. This traceability is essential for auditing purposes, ensuring that every step in the contract lifecycle is documented and verifiable. Audit logs can be crucial in resolving disputes, providing clear evidence of who signed the contract and when.

In conclusion, the characteristics of electronically signed contracts make them a powerful tool for modern business operations. They offer unparalleled convenience, security, and efficiency, aligning with the needs of a digitalized and globalized economy. By understanding and leveraging these characteristics, businesses can enhance their contract management processes and achieve greater operational success.

The legal validity of electronically signed contracts under Vietnamese law is clearly stipulated in current legal documents. The Law on Electronic Transactions of 2005 is an important legal basis regulating activities related to electronic transactions in Vietnam.

According to Article 14 of the Law on Electronic Transactions, an electronic contract has the same legal validity as a traditional contract if it meets the following conditions: (1) The content of the electronic contract remains unchanged after signing; (2) Information about the contract is stored securely and can be retrieved when necessary; (3) The parties use a legally valid electronic signature.

The law also regulates electronic signatures, stating that an electronic signature is considered legally valid if it ensures the authenticity and integrity of the electronic data. Digital signatures, a common type of electronic signature, must be issued by certification service providers recognized by the state.

Additionally, Decree No. 52/2013/ND-CP on e-commerce and Decree No. 130/2018/ND-CP on digital signatures and certification services provide detailed regulations on the use of electronic contracts in commercial activities. Accordingly, electronic contracts must comply with principles of security, authentication, and data integrity.

In summary, electronically signed commercial contracts have clear legal validity and are protected by legal regulations in Vietnam. Using electronic contracts not only offers many benefits in terms of convenience and efficiency but also ensures legal safety for the parties involved in transactions.

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