THE
GOVERNMENT
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No.
57/2006/ND-CP
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Hanoi, June 09, 2006
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DECREE
ON E-COMMERCE
Pursuant to the December 25, 2001 Law on Organization
of the Government;
Pursuant to the June 14, 2005 Commercial Law;
Pursuant to the November 29, 2005 Law on E-Transactions;
At the proposal of the Minister of Trade,
DECREES:
Chapter I
GENERAL
PROVISIONS
Article 1.- Scope of regulation
This Decree regulates:
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2. The use of e-documents in commercial activities and
trade-related activities conducted outside the territory of the Socialist
Republic of Vietnam in cases where parties agree to apply the Commercial Law
and this Decree.
3. This Decree’s provisions shall not apply to the use of
e-documents being bills of exchange, promissory notes, bills of lading, goods
consignment invoices, warehousing or ex-warehousing bills or any negotiable
documents which entitle their holders or beneficiaries to receive goods,
services or certain sums of money.
Article 2.- Subjects of application
This Decree applies to:
1. Traders that use e-documents in commercial activities
and trade-related activities.
2. Other organizations and individuals that use
e-documents in trade-related activities.
Article 3.- Interpretation of terms
In this Decree, the terms below are construed as follows:
1. “Document” means a contract, offer, notice, statement,
invoice or another document made by parties, which is related to the entry into
or performance of a contract.
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3. “Data message” means information which is generated,
sent, received or stored by electronic means.
4. “Originator” means a party or its representative that
has generated or sent an e-document before storing it. Originators exclude
parties acting in the capacity as intermediaries relating to e-documents.
5. “Addressee” means a party that receives an e-document
in the originator’s intention. Addressees exclude parties acting in the
capacity as intermediaries relating to e-documents.
6. “Information system” means a system which is
established for sending, receiving, storing, displaying or otherwise processing
data messages.
7. “Automated information system” means a computer
program, electronic or automated means which is used for initiating an action
or responding to data messages without human interference or inspection each
time an action is initiated or a response is made by the system.
8. “Place of business” means a fixed establishment for
carrying out business activities, excluding temporary goods or service
provision establishments.
Article 4.- Parties’ places of business
1. The place of business of each party shall be a place
indicated by such party, unless the other party clearly states that such party
has no business establishment at such place.
2. Where a party has many places of business but fails to
indicate any of them, its place of business shall be the place which has the
closest relationship with the relevant contract, in the light of all
circumstances before and at the time of entry into a contract.
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4. A place shall not be regarded as a place of business if
it is merely a place for installing machinery and technological equipment of an
information system used by a party for entry into contracts, or merely a place
where other parties may access such information system.
5. A place name associated with a domain name or email
address of a party is not necessarily related to the place of business of such
party.
Article 5.- Contents of state management of
e-commerce
The state management of e-commerce shall cover:
1. Promulgating, and organizing the implementation of,
e-commerce development strategies, plans, plannings and policies.
2. Promulgating, and organizing the implementation of,
legal documents on e-commerce.
3. Promulgating standards on e-commerce.
4. Training, propagating and raising awareness about
e-commerce, and carrying out activities in support of e-commerce application.
5. Inspecting and examining the observance of law on
e-commerce; settling complaints and denunciations, and handling violations of
law on e-commerce.
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Article 6.- State management of e-commerce
1. The Trade Ministry shall be responsible before the
Government for the performance of state management of e-commerce.
2. Ministries, ministerial-level agencies,
Government-attached agencies and provincial/municipal People’s Committees
shall, within the ambit of their respective tasks and powers, coordinate with
the Trade Ministry in performing the state management of e-commerce.
Chapter II
LEGAL
VALIDITY OF E-DOCUMENTS
Article 7.- Legal validity
Documents shall not have their legal validity denied for
the sole reason that they are e-documents.
Article 8.- E-documents being as valid as written
documents
E-documents shall be as legally valid as written documents
if information contained in such e-documents is accessible for use when
necessary.
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1. E-documents shall be as legally valid as originals if
they simultaneously satisfy the following two conditions:
a/ Ensuring reliability of the integrity of the
information contained in e-documents from the time the information is generated
in its final form as an e-document or otherwise.
b/ Information contained in e-documents is accessible and
usable in its integrity when necessary.
2. Criteria for assessing integrity are that whether
information remains complete and unaltered, except formal changes in the course
of interchange, storage or display of e-documents.
3. The standard of reliability is assessed in the light of
purpose for which the information is generated and in the light of all relevant
circumstances.
Article 10.- Legal validity of e-signatures
An e-document shall be regarded as having a signature of a
party if:
1. A method has been applied for identifying the signatory
to the e-document and indicating such signatory’s approval of the information
contained in the signed e-document.
2. The above-said method is sufficiently reliable for the
purpose of creating and interchanging e-documents, in the light of all relevant
circumstances and agreements.
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E-DOCUMENTS
IN COMMERCIAL ACTIVITIES
Article 11.- Time and place of sending and
receiving e-documents
1. The time of sending an e-document shall be the time
such e-document leaves the information system under the control of the
originator or his/her representative. Where an e-document does not leave the
information system under the control of the originator or his/her
representative, the sending time shall be the time of receiving such
e-document.
2. The time of receiving an e-document shall be the time
the addressee can access such e-document at an e-address indicated by the
addressee. The time of receiving an e-document at the addressee’s another
e-address shall be the time the addressee can access such e-document at this
address and he/she knows well that the e-document has been sent to this
address.
An addressee shall be deemed able to access an e-document
when such e-document reaches his/her e-address.
3. The originator’s place of business shall be regarded as
the place of sending e-documents while the addressee’s place of business shall
be regarded as the place of receiving e-documents.
4. Clause 2 of this Article applies also to cases where
the place of the e-address supporting information system may be different from
the place at which e-documents are deemed received according to Clause 3 of
this Article.
Article 12.- Notice on proposal to enter into a
contract
An e-notice on the proposal to enter into a contract
without specific addressee shall not be considered a proposal to enter into a
contract, unless the notice maker clearly defines in such notice his/her
responsibility in case of receiving a reply on approval.
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Contracts entered into by an interaction between an
automated information system and an individual or between automated information
systems shall not have their legal validity denied for the sole reason that
there is no human inspection or interference in each specific action taken by
automated information systems or in contracts which are entered into.
Article 14.- Provision of contractual terms
Where, through information systems, a party makes a proposal
to enter into a contract and its partner may access such proposal, within a
reasonable period of time, the proposal maker must provide the partner with
e-documents or other relevant documents containing contractual terms. These
documents must be storable and usable.
Article 15.- Errors in inputting information to
e-documents
1. Where an individual makes an error in inputting
information to an e-document, which is used for interchange with another
party’s automated information system while this system fails to support such
individual to correct the error, such individual or his/her representative may
cancel erroneous part of the e-document if he/she abides by the following two
conditions:
a/ Right upon becoming aware of the error, the individual
or his/her representative shall notify the other party of such error and
clearly state that he/she has made an error in this e-document.
b/ The individual or his/her representative still does not
yet use or get any material benefits or value from the goods or service
received from the other party.
2. The right to cancel erroneous parts of e-documents
shall not affect the application of legal provisions on consequences of arising
errors, not provided for in Clause 1 of this Article.
Chapter IV
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Article 16.- Acts of violating law on e-commerce
1. Obstructing or restricting organizations’ or
individuals’ ability to use e-documents.
2. Obstructing or restricting organizations’ or
individuals’ ability to select technologies or electronic means for carrying
out commercial activities.
3. Illegally modifying, deleting, canceling, copying,
disclosing or removing, counterfeiting, or appropriating part or whole of,
e-documents.
4. Encroaching or damaging information systems used for
e-commerce activities.
5. Originating, sending, transmitting, receiving or
processing e-documents for the purpose of committing illegal acts.
6. Other illegal acts related to the use of e-documents as
provided for by law.
Article 17.- Handling of violations of law on
e-commerce
1. Traders or organizations that commit illegal acts in
the use of e-documents in commercial activities shall, depending on the nature
and severity of their violations, be administratively sanctioned or suspended
from operation; and, if causing damage, they must pay compensations therefor.
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Chapter V
IMPLEMENTATION
PROVISIONS
Article 18.- Implementation effect
This Decree takes effect 15 days after its publication in
“CONG BAO.” All previous regulations on e-transactions in commercial activities
and trade-related activities, which are contrary to this Decree, are hereby
annulled.
Article 19.- Implementation guidance
1. The Trade Ministry shall assume the prime
responsibility for, and coordinate with ministries and ministerial-level
agencies in, providing detailed guidance on the use of e-documents in
commercial activities and trade-related activities in accordance with the
provisions of this Decree and current law.
2. Ministers, heads of ministerial-level agencies, heads
of Government-attached agencies and presidents of provincial/municipal People’s
Committees shall have to implement this Decree.
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