Decree No. 57/2006/NĐ-CP on E-commerce

DECREE

Regarding electronic commerce

__________

THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Based on the Commercial Law dated June 14, 2005;

Pursuant to the Law on Electronic Transactions dated November 29, 2005;

At the proposal of the Minister of Commerce,

DECREE:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree applies to the following matters:

1. The use of electronic records in commercial activities and activities related to commerce within the territory of the Socialist Republic of Vietnam.

2. The use of electronic records in commercial activities and activities related to commerce carried out outside the territory of the Socialist Republic of Vietnam where the parties agree to apply the Commercial Law and this Decree.

3. The provisions of this Decree shall not apply to the use of electronic records that are bills of exchange, promissory notes, bills of lading, consignment invoices, warehouse receipts, or any other negotiable instruments that allow the holder of the record or the beneficiary to receive goods, services, or payment of a certain amount.

Article 2. Applicability

This Decree applies to:

1. Business entities using electronic records in commercial activities and activities related to commerce.

2. Other organizations or individuals using electronic records in activities related to commerce.

Article 3. Explanation of Terms

In this Decree, the following terms are understood as follows:

1. "Record" means a contract, request, notice, statement, invoice, or other document issued by the parties relating to the formation or performance of a contract.

2. "Electronic record" means a record in the form of a data message.

3. "Data message" means information generated, sent, received, or stored by electronic means.

4. "Originator" means the party, or its representative, who creates or sends an electronic record before it is stored. The originator does not include a party acting as an intermediary with respect to the electronic record.

5. "Recipient" means the party receiving an electronic record as intended by the originator. The recipient does not include a party acting as an intermediary with respect to the electronic record.

6. "Information system" means a system established for sending, receiving, storing, displaying, or performing other processing of data messages.

7. "Automated information system" means a computer program, electronic or automatic device used to initiate an action or respond to data messages without human intervention or review each time an action is initiated or a response is generated by the system.

8. "Place of business" means a fixed establishment for conducting business activities, excluding temporary supply locations for goods or services.

Article 4. Place of business of the parties

1. The place of business of each party is the location indicated by that party, unless the other party specifies that it does not have a place of business at that location.

2. In cases where a party has multiple places of business but does not indicate which one, the place of business is the location most closely connected to the contract concerned, taking into account all circumstances prior to and at the time of contract formation.

3. In cases where an individual does not have a place of business, the place of business is the individual's domicile.

4. A location shall not be considered a place of business if it is merely the site where machinery or technological equipment of an information system used by a party to conclude a contract is located, or merely a location where other parties may access that information system.

5. A name associated with a domain name or email address of a party does not necessarily relate to the party's place of business.

Article 5. Contents of State Management on Electronic Commerce

The contents of State management on electronic commerce include:

1. Issuing and implementing strategies, plans, master plans, and policies for the development of electronic commerce.

2. Issuing and implementing legal normative documents on electronic commerce.

3. Issuing standards on electronic commerce.

4. Organizing training, propaganda, raising awareness about electronic commerce, and carrying out activities to support the application of electronic commerce.

5. Inspecting and supervising compliance with laws on electronic commerce, handling complaints and denunciations, and dealing with violations of laws on electronic commerce.

6. Organizing and managing international cooperation on electronic commerce.

Article 6. State Management on Electronic Commerce

1. The Ministry of Trade is responsible before the Government for implementing state management on electronic commerce.

2. Ministries, agencies at the level of ministries, government-affiliated agencies, provincial People's Committees, and municipal People's Committees directly under the central government shall, within their respective duties and authorities, cooperate with the Ministry of Trade to implement state management on electronic commerce.

Chapter II

LEGAL VALUE OF ELECTRONIC DOCUMENTS

Article 7. Legal Value

An electronic document shall not be denied its legal value solely because it is an electronic document.

Article 8. Legal Value Equivalent to Written Documents

An electronic document has legal value equivalent to a written document if the information contained in the electronic document can be accessed for use when necessary.

Article 9. Legal Value Equivalent to Original Documents

1. An electronic document has legal value equivalent to an original document if it satisfies both of the following conditions simultaneously:

a) There is sufficient assurance of the integrity of the information contained in the electronic document from the time the information was created in its final form as an electronic document or another form.

b) The information contained in the electronic document can be accessed and used in a complete form when necessary.

2. The criterion for assessing integrity is that the information remains full and unchanged, except for changes in form arising during the exchange, storage, or display of the electronic document.

3. The standard of reliability is considered appropriate to the purpose of the information being created and all related contexts.

Article 10. Legal Value of Electronic Signatures

An electronic document is deemed to bear the signature of one party if:

1. A method has been used to verify the identity of the party signing the electronic document and to confirm the party's consent to the information contained in the signed electronic document.

2. The said method is sufficiently reliable for the purpose of creating and exchanging the electronic document, taking into account all relevant contexts and agreements.

Chapter III

ELECTRONIC DOCUMENTS IN COMMERCIAL ACTIVITIES

Article 11. Time and Place of Sending and Receiving Electronic Documents

1. The time of sending an electronic document is the moment the electronic document leaves the information system under the control of the originator or the representative of the originator. In cases where the electronic document does not leave the information system under the control of the originator or the representative of the originator, the time of sending is the moment the electronic document is received.

2. The time of receiving an electronic document is the moment the recipient can access the electronic document at an electronic address specified by the recipient. The time of receiving an electronic document at another electronic address of the recipient is the moment the recipient can access the electronic document at this address and the recipient clearly knows that the electronic document has been sent to this address.

The recipient is deemed to have access to an electronic document when the electronic document reaches the recipient's electronic address.

3. The place of business of the originator is considered the place of sending the electronic document, and the place of business of the recipient is considered the place of receiving the electronic document.

4. Clause 2 of this Article applies even in cases where the location of the information system supporting the electronic address may differ from the location where the electronic document is considered to have been received according to Clause 3 of this Article.

Article 12. Notification of Contract Proposal

An electronic document notification of a contract proposal without a specific recipient is not considered a contract proposal, except when the notifier clearly specifies in the notification their responsibility in case of receiving an acceptance response.

Article 13. Use of Automatic Information Systems

A contract concluded from the interaction between an automatic information system and an individual, or between automatic information systems, shall not be denied legal validity merely because there was no human verification or intervention in each specific action carried out by the automatic information systems or in the conclusion of the contract.

Article 14. Provision of Contract Terms

In cases where through information systems, one party makes a contract proposal and the proposed party can access that proposal, within a reasonable time period, the proposing party must provide to the proposed party an electronic document or related documents containing the contents of the contract. These documents must meet the conditions for storage and usability.

Article 15. Errors in Electronic Documents

1. In the event that an individual makes an error in entering information in an electronic document used to exchange with another party's automatic information system, but that automatic information system does not support the individual in correcting the error, then the individual or their representative has the right to withdraw the erroneous electronic document part if they comply with the following two conditions:

a) Upon becoming aware of the error, the individual or their representative notifies the other party about the error and clearly states that they made the error in this electronic document.

b) The individual or their representative has not yet used or obtained any material benefit or value from goods or services received from the other party.

2. The right to withdraw the erroneous electronic document part does not affect the application of laws regarding the consequences of errors outside the provisions of Clause 1 of this Article.

Chapter IV

HANDLING VIOLATIONS

Article 16. Violations of E-commerce Law

1. Obstructing or limiting the ability of organizations or individuals to use electronic documents.

2. Obstructing or limiting the ability of organizations or individuals to choose technology or electronic means to conduct e-commerce activities.

3. Altering, deleting, canceling, copying, disclosing, transferring, forging, or appropriating all or part of an electronic document illegally.

4. Intruding or destroying information systems used for e-commerce activities.

5. Initiating, sending, transmitting, receiving, processing electronic documents to carry out illegal acts.

6. Other violations of the law related to the use of electronic documents as prescribed by law.

Article 17. Handling Violations of E-commerce Law

1. Merchants or organizations that violate the law in using electronic documents in commercial activities shall be subject to administrative penalties, suspension of operations, and compensation for damages if caused, depending on the nature and severity of the violation.

2. Individuals who violate the law in using electronic documents in commercial activities shall be subject to disciplinary actions, administrative penalties, or criminal prosecution, and compensation for damages if caused, depending on the nature and severity of the violation.

Chapter V

IMPLEMENTING PROVISIONS

Article 18. Effective Date

This Decree takes effect fifteen days after its publication in the Official Gazette. Previous regulations on electronic transactions in commercial activities and related activities that conflict with this Decree are abolished.

Article 19. Guidance on Implementation

1. The Ministry of Trade shall take the lead and coordinate with other ministries and ministerial-level agencies to provide detailed guidance on the use of electronic documents in commercial activities and activities related to commerce as prescribed in this Decree and current laws.

2. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, and Chairpersons of provincial People's Committees directly under the central government shall be responsible for implementing this Decree./.