Legal basis

• Civil Code 2015
• Law on Electronic Transactions 2005
• Decree 52/2013/ND-CP on e-commerce
• Decree 85/2021/ND-CP amending Decree 52/2013/ND-CP on e-commerce

Content

Article 36 of the 2005 Law on Electronic Transactions stipulates the signing of an electronic contract as follows:“Entry into e-contracts means the use of data messages to execute part or whole of transactions in the process of entering into contracts.

In the process of entering into contracts, unless otherwise agreed upon by concerned parties, an offer to enter into a contract and acceptance of the offer to enter into the contract may be carried out through data messages”.

Data messages are expressed in the form of electronic data exchange, electronic documents, electronic mail, telegram, telegraph, fax and other similar forms. The fact that the parties send emails, telegrams, faxes, electronic documents and electronic data for the purpose of entering into an electronic contract is the parties’ participation in the process of concluding an electronic contract.

Thus, it can be seen that, unless otherwise agreed by the parties, the conclusion of an electronic contract is also related to an offer to enter into a contract and to accept the conclusion of a contract through the use of data messages. Within the scope of this article, we will present the current legal provisions on the proposal to sign a contract.

Regarding the offer to enter into an electronic contract: just like the offer to enter into a traditional contract, the party requesting the conclusion of the contract (the offeror or the orderer) clearly shows its intention to conclude the contract and is subject to This offer is binding on the offeree under Article 386 of the Civil Code 2015. The time when the request for signing of a contract takes effect shall be fixed by the offeror (Clause 1, Article 388 of the Civil Code 2015). If the offeror does not specify, the offer to enter into a contract shall take effect from the time the offeree receives the offer, unless otherwise provided for by relevant laws. The following cases are considered to have received an offer to enter into a contract (Clause 1, Article 388 of the Civil Code 2015):

• The offer is transferred to the place of residence, if the offeree is an individual; transferred to the headquarters, if the proposed party is a legal entity;
• The offer is included in the offeree’s official information system;
• When the offeree learns of the offer to enter into a contract through other means.

There are a number of specific regulations related to the time and place of sending an application for an electronic contract, which is different from the time and place of sending a request for an ordinary contract. Unless otherwise agreed by the parties to the transaction, the time of sending a data message is the time when this data message enters the information system beyond the control of the originator. Unless otherwise agreed by the parties to the transaction, the place to send the request to enter into an electronic contract is the originator’s office if the originator is an agency, organization or place of residence of the originator. created if the originator is an individual. In case the originator has many offices, the place to send the data message is the one that has the closest relationship with the transaction.

In case the originator designates one or more information systems to automatically send data messages to request the conclusion of an electronic contract, the sending of data messages shall comply with the provisions of Article 16, 17, 18 and 19 of the Law on Electronic Transactions.

Above is our consultancy about this issue. If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nguyen Duc Trong via hotline: 0912.35.65.75, 0912.35.53.53 or call the free legal consultation hotline 1900.6575 or send a service request via email: info@hongbanglawfirm.com hoặc lienheluathongbang@gmail.com

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