HOW NEW PROVISIONS IN THE ELECTRONIC TRANSACTIONS LAW COULD IMPACT CONTRACT SIGNING VIA PDF EXCHANGE IN VIETNAM?

-
Submit:

In the modern context, signing contracts by creating mutually agreed-upon contracts in PDF format and exchanging them between the relevant parties, instead of signing and exchanging physical paper documents, is becoming increasingly common. Previously, the 2005 Electronic Transactions Law allowed parties considerable flexibility in agreeing on the methods for contract signing through the creation and exchange of PDF copies. However, from July 1, 2024, certain new provisions in the 2023 Electronic Transactions Law (ETL 2023) could affect the manner in which parties sign contracts through the creation and exchange of PDF versions of agreed contracts. Specifically:

  • The ETL 2023 seems to prohibit individuals from using electronic signatures that are created from scanned images of their handwritten signatures. Accordingly, having a separate signature page that is printed, signed by hand, scanned, and attached to the main content of the contract may not be considered as a valid contract signing by the relevant individual.
  • The ETL 2023 stipulates that a data message converted from a paper document must have specific authentication that this data message has been converted from a printed document and must include information about the person/organization who performed this conversion. Thus, a simple PDF scan of a paper contract without the required information may not qualify as a data message of that contract.

To minimize risks arising from the above, from July 1, 2024, if the parties intend to sign a contract through the creation and exchange of PDF versions of that contract, they may consider including the following provisions:

  • A clause stipulating that the scanned signature page of a contract constitutes the written consent of the signing party to the contract, as specified in Article 400 of the 2015 Civil Code. In addition to signing the contract, Article 400 of the 2015 Civil Code allows a party to enter into a contract in writing by giving written consent; and
  • A clause stating that if the PDF version of the contract is scanned from a paper document, the party sending the PDF is the one who performed the conversion and declares that the document is a validly converted data message from a valid printed document.

For any questions or comments, please contact:
OTIS AND PARTNERS LAW FIRM
Office address: 2nd Floor, CT3 Building, Yen Hoa Park View Urban Area, No. 3 Vu Pham Ham Street, Yen Hoa Ward, Cau Giay District, Hanoi
Email: info@otislawyers.vn
Hotline: 0987748111

Comments