Frequently Asked Questions

Legal Basis for Digital Signatures

The legal framework for digital signatures in Vietnam is based on:

• Decree 130/2018/NĐ-CP: Detailed regulations for implementing the Law on Electronic Transactions concerning digital signatures and certification services.
• Decree 165/2018/NĐ-CP: Enhances the legal framework and promotes electronic transactions in the financial sector.
• Article 33, Chapter IV, Vietnam Law on Electronic Transactions (2005), No. 51/2005/QH11: Governs the legal use of digital signatures.
• Electronic contracts signed with digital signatures: Recognized as legally valid and equivalent to traditional handwritten contracts.

Legal Validity of Electronic Contracts

According to Article 34 of the Law on Electronic Transactions, the legal validity of an electronic contract cannot be denied solely because it is presented in the form of a data message. Therefore, electronic contracts hold the same legal value as traditional paper contracts.

Can an electronic contract be used as evidence in disputes?

Under Article 14, Clauses 1 and 2 of the Law on Electronic Transactions, a data message cannot be denied its evidentiary value simply because it is in digital form. The evidentiary value of a data message is determined based on:

• The reliability of its creation, storage, or transmission process.
• Measures to ensure and maintain its integrity.
• The method used to identify the originator.
• Other relevant factors.

Thus, in disputes requiring court or arbitration, as long as the data's integrity is preserved, and the originator and related factors are verifiable, electronic contracts are admissible as evidence with the same value as traditional contracts.

What is a digital signature?

A digital signature is a type of electronic signature. It is encrypted information created using the sender’s private key and attached to a document to ensure:

• The recipient can identify and verify the sender’s identity.
• The origin and authenticity of the document are validated.
• The integrity of the data received is preserved.

Application of Electronic Contracts in Employment Agreements

Electronic contracts in employment agreements are governed by Labor Code 45/2019/QH14, with key provisions as follows:

• Article 14: Form of Employment Contracts
  Employment contracts must be concluded in writing, with two copies: one held by the employee and one by the employer. Exceptions are specified in Clause 2 of this article.
  Employment contracts executed via electronic means in the form of data messages, in accordance with the laws on electronic transactions, hold the same legal validity as written employment contracts.

• Article 220: Effective Date
  The Labor Code took effect on January 1, 2021, replacing Labor Code 10/2012/QH13.
  From the effective date:

  • Previously executed employment contracts, collective labor agreements, or lawful arrangements that comply with the new Labor Code and offer better terms for employees remain valid unless parties agree to amend them.
  • Labor regulations for public officials, military personnel, police officers, cooperative members, and other non-labor relationships follow separate legal documents but may apply certain provisions of this code depending on the circumstances.

Application of Electronic Contracts in Commerce

Electronic contracts in commerce are governed by the Commercial Law 36/2005/QH11, specifically:

• Article 15: Principles of Recognizing Legal Value of Data Messages in Commercial Activities
  Data messages used in commercial activities are legally recognized as equivalent to written documents, provided they meet the conditions and technical standards stipulated by law.

This means that electronic contracts, when created and exchanged in compliance with legal and technical requirements, hold the same legal validity as traditional written contracts in commercial transactions.

Application of Electronic Contracts in Civil Transactions

Electronic contracts in civil transactions are regulated by the Civil Code 91/2015/QH13, specifically:

• Article 119: Forms of Civil Transactions
  Civil transactions conducted via electronic means in the form of data messages, in accordance with the law on electronic transactions, are recognized as written transactions.

This establishes that electronic contracts in civil transactions, when created and exchanged as data messages in compliance with legal regulations, are considered equivalent to written contracts in terms of legal validity.

Application of Electronic Contracts in Accounting

Electronic contracts and documents in accounting are governed by the Accounting Law 88/2015/QH13, with key provisions as follows:

• Article 17: Electronic Records

  • Electronic records are considered valid accounting records if they meet the requirements outlined in Article 16 of the law, such as containing all necessary information and being presented as encrypted data that cannot be altered during transmission via computer networks, telecommunication networks, or data storage devices (e.g., magnetic tapes, disks, or payment cards).
  • These records must ensure data security and integrity during usage and storage. They must be managed, inspected, and protected from unauthorized access, copying, or misuse.
  • When paper records are converted into electronic records for transactions or vice versa, the electronic records are valid for economic and financial activities, while paper records are retained only for archival, tracking, and verification purposes but cannot be used for transactions.

• Article 18: Creation and Storage of Accounting Records

  • Electronic records must comply with the provisions of Article 17 and be securely stored.
  • If not printed, electronic records must be stored in formats that ensure data safety, confidentiality, and accessibility during the retention period.

• Article 19: Signature on Accounting Records

  • Electronic records must include a digital signature.
  • Digital signatures on electronic records have the same legal validity as handwritten signatures on paper documents.

Applications of Electronic Contracts

Electronic contracts can be applied to various types of documents and agreements related to contract execution, including:

• Employment contracts
• Service provision contracts
• Outsourcing contracts
• Loan agreements
• Insurance contracts
• Contracts for transporting goods or passengers
• Sales contracts
• Service or commercial contracts
• Agency agreements
• Purchase orders

Differences Between Electronic Contracts and Traditional Contracts

1. Legal Basis

   • Electronic contracts are governed by the Law on Electronic Transactions 2005 and the Civil Code 2005.
   • Traditional contracts are governed by the latest Civil Code 2015.

2. Transaction Method

   • Electronic contracts are conducted via electronic means, considered as written transactions, and are signed using digital signatures.
   • Traditional contracts can be concluded through written documents, verbal agreements, actions, or other forms mutually agreed upon by the parties.

3. Content

   • Electronic contracts, in addition to the elements of traditional contracts, may include:
     • Technical requirements.
     • Certification of digital signatures.
     • Conditions to ensure data integrity and security.
   • Traditional contracts typically include:
     • The subject matter of the contract.
     • Quantity and quality specifications.
     • Pricing and payment methods.
     • Duration, location, and execution method.
     • Rights and obligations of the parties.
     • Liabilities for breaches and dispute resolution mechanisms.

Legal Framework for Electronic Contracts

1. UNCITRAL Model Law on Electronic Commerce (1996, revised 1998)

   • Provides foundational principles for the recognition and facilitation of electronic commerce worldwide.

2. Vietnam’s Law on Electronic Transactions (2005)

   • Defines electronic contracts and acknowledges their legal validity.
   • Establishes principles for the formation and execution of electronic contracts.

3. Decree 130/2018/NĐ-CP

   • Details the implementation of the Law on Electronic Transactions, focusing on digital signatures and certification services.
   • Confirms that:
     • Digital signatures on data messages are equivalent to handwritten signatures on paper documents.
     • Digital signatures from organizations or institutions on data messages are equivalent to official seals.

4. UNCITRAL Model Law on Electronic Signatures (2001)

   • Adopted on July 5, 2001, this law and its accompanying guidelines provide a framework for recognizing electronic signatures globally.

5. United Nations Convention on the Use of Electronic Communications in International Contracts (2005)

   • Developed after the adoption of the Model Law on Electronic Signatures.
   • Finalized on November 23, 2005, and approved by the United Nations General Assembly.
   • Aims to enhance legal security and predictability for international trade conducted through electronic means.

Privacy Policy of FPT.eContract

The privacy policy regarding personal data is defined by FPT Information System Co., Ltd. (FPT IS) and can be reviewed here.

Key commitments include:

• Data Sharing and Processing:

  • Personal data is shared or jointly processed only when necessary to fulfill the purposes outlined in the privacy policy or as required by law.

• Customer Rights:

  • Customers have the right to:
    • Be informed about how their personal data is processed.
    • Approve or decline the processing of their personal data, unless otherwise stipulated by law.

FPT IS ensures compliance with legal standards, emphasizing transparency and protection in handling personal data.