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UNITED NATIONS ECONOMIC COMMISSION FOR EUROPE ELECTRONIC COMMERCE AGREEMENT , first edition, adopted by the RECOMMENDATION No. 31 United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT) ______________________________________________________________________________ Geneva, May 2000 ECE/TRADE/257 ECE/TRADE/257 page 2 Recommendation No. 31 ELECTRONIC COMMERCE AGREEMENT I. Introduction UN/CEFACT is proposing with this Recommendation a model for a contractual approach of electronic Electronic commerce offers new opportunities to commerce operations. This approach takes into improve the efficiency of business operations and to consideration the need for a framework of basic reduce costs associated with trade procedures, provisions to be agreed by business entities providing increased competitive advantages to the combined with the flexibility required to conduct day- commercial actors ready to embrace new methods of to-day commercial transactions. work and trade. The Electronic Commerce Agreement, hereinafter Emerging electronic commerce platforms and the use referred to as the "E-Agreement", is intended to of the Internet provides users with a combination of serve the commercial requirements of business to technologies to communicate data, to contract business electronic commerce partners. It contains a electronically as well as to manage new business basic set of provisions which can ensure that one or processes leading to new business models. more electronic commercial transactions, hereinafter referred to as "E-Transactions", may subsequently The legal framework, which traditionally relies on be concluded by commercial partners within a sound paper-based business procedures and requirements legal framework. such as hand-written signatures, is in the process of being adapted to these new technologies. At the The E-Agreement aims at addressing all forms of global level, the availability of the United Nations electronic communications available to conclude E- Commission on International Trade Law (UNCITRAL) Transactions. Commercial partners engaged into Model Law on electronic commerce adopted in 1996 contractual relations based exclusively on EDI are provides a framework to adapt legislation. recommended to continue to use the EDI Interchange International organisations such as the World Trade Agreement. Commercial partners engaged in Organization (WTO), UNCITRAL, the Organization for contractual relations based on the use of a Economic Co-operation and Development (OECD), combination of electronic commerce technologies the United Nations Conference on Trade and including EDI are recommended to use the E- Development (UNCTAD), and the International Agreement and, to the extent necessary, replace the Chamber of Commerce (ICC) are actively involved in use of an EDI Interchange Agreement by the E- discussions with governments and businesses to Agreement. address a number of key legal issues raised by the emergence of a global marketplace for electronic Limitations commerce. At regional or local level, new laws are being proposed or enacted to address a number of Though the E-Agreement could be used in these issues. relationships between businesses and consumers, it does not incorporate any provisions relating to Though the emerging legal framework of the global consumer protection. Consumer protection law is marketplace for electronic commerce, once generally mandatory and in most cases the completed, will contribute to the building of trust consumer's national and local consumer protection required for its further development, the use of law will be applicable when a consumer concludes a electronic commerce still raises a number of issues transaction. Businesses wishing to use the E- which can be better addressed through a contractual Agreement for entering into contractual relationships process. with consumers must therefore recognize the need for II. Objectives compliance with national and local consumer protection laws. With the objective of contributing to the building of trust between business entities and taking advantage Furthermore, appropriate revisions will be required if of the experience gained with the EDI Interchange the E-Agreement is to be used with administrative or Agreement (UN/ECE Recommendation No. 26), official agencies. UN/CEFACT adopted the following Recommendation at its sixth session in March 2000. The list of countries and organizations present at the session can be found in the Annex . ECE/TRADE/257 page 3 Commercial partners should also be reminded that in Actions to be undertaken by the Parties many cases electronic commerce involves The E-Agreement provides the framework for the international transactions and that the legal conclusion of subsequent E-Transactions. In several complexities cannot be addressed in a standard instances, the E-Agreement provides the Parties with agreement. Complementary advice might therefore choices between alternatives. The Parties are prove necessary. advised to review carefully the choices available and to decide whether to adopt the default or one of the How to use the E-Agreement other options. Furthermore, the Parties are advised to take the following steps in connection with finalizing The E-Agreement can be used either for one the E-Agreement: transaction or for multiple transactions. The E- Agreement shall be entered into before the E- • determine which forms of communication Transaction, including in the case where it shall be and which Messages shall be used and to used for only one transaction. specify these in Section 2, The E-Agreement shall then determine the basic rules • determine which terms and conditions shall applicable to the transaction and, if Chapter 2 is apply to the E-Transactions to be included in the E-Agreement, its performance. When undertaken and to specify these in Chapter the E-Agreement has been entered into, the 2. subsequent communications regarding the commercial transaction(s) shall refer to the E- The Parties should also be aware that there may be Agreement and thereby incorporate the framework national or local limitations which apply to specific established by the E-Agreement. provisions or lead to restrictions which may generally need to be taken into consideration. Each Party must The Accepter may select one or more of the methods therefore, in addition to entering into the E- of communication offered by the Proposer. If the Agreement, take appropriate steps to ensure Accepter selects fewer methods of communication compliance with its own national and local laws, in than proposed by the Proposer then both the particular with regard to : Proposer and the Accepter shall only use those methods of communication which were selected by • storage of messages the Accepter. • V.A.T. and other tax regulations The E-Agreement consists of two parts: data protection, including the rules in the A. the , whereby a • Instrument of Offer European Community Directive No. Party offers to enter into commercial 95/46/EEC on data protection if one of the contractual relationships by electronic Parties is a resident of the European Union. means and sends to the other Party, or makes available to the other Party, the terms under which it is prepared to do this. The Parties should also ensure that the level of This instrument can also be used by security which they utilize will be appropriate for the someone who does not find the initial terms E-Transactions. For instance, the Parties may proposed acceptable and sends a new consider using public key cryptography or other Instrument of Offer to the initial sender, measures to improve the safeguards against errors in incorporating the proposed changes. communication and interception of messages and to enhance the evidential value of records of the Parties' B. the is Instrument of Acceptance electronic communications. submitted by the Accepter of the terms proposed in the Instrument of Offer if the Many jurisdictions require a strict proof that terms terms proposed in the Instrument of Offer incorporated by reference have been agreed by both are acceptable. parties. In order to minimize the evidential problems, the parties are advised to agree to a method of The Parties may alternatively enter into negotiations referring to the E-Agreement when concluding E- on the content of the E-Agreement before forwarding Transactions and to include such reference in all an Instrument of Offer in a form acceptable to both communications which shall be subject to the terms of Parties which records the terms agreed. the E-Agreement. This may be done by including a specific code or referring to the words "E-Agreement" in section 2.1 and by using such code or reference in subsequent communications.
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