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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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