Singapore became a signatory to the United Nations Convention on the Use of Electronics Communication in International Contracts (“the Convention”) on 6 July 2006. The Electronic Transactions Act 2010 (“ETA 2010”), which came into force on 1 July 2010, aligns Singapore’s laws on electronic transactions with the Convention.
The following are some noteworthy points in the ETA 2010:
The ETA 2010 clarifies that parties to a contract have the right to exclude use of electronic records, electronic communications or electronic signatures in a contract by agreement, or to impose additional requirements with regard to the form or authentication of the contract or transaction by agreement. The consent of the parties to the use of electronic communications can be inferred by conduct except when provided by law.
Requirement for signature
An electronic signature suffices when a signature is legally required if the method used could reliably identify a person and indicate his or her intention.
Retention of electronic records
Broadly speaking, a legal requirement to provide certain documents may be satisfied by electronic records if:
- The information retained remains accessible for subsequent reference;
- The format the information is stored in can be demonstrated to represent accurately the information originally generated, sent or received; and
- Information which identified the origin and destination of an electronic record and the date and time it was sent or received is retained.
Time and place of dispatch and receipt
The time of dispatch of an electronic communication is the time when it leaves the information system under the control of the sender, or the time when it is received if the electronic communication does not leave the information system under the control of the sender.
The time of receipt of an electronic communication is the time when the electronic communication becomes capable of retrieval from the address designated by the sender. There is a presumption that the electronic communication is capable of retrieval when it reaches the electronic address of the intended receiver.
Invitation to make offer
A proposal to conclude a contract which is not addressed to a specific party is considered an invitation to treat. It is not an offer except where the party making the proposal clearly indicates his intention to be bound in case of acceptance.
Use of automated message systems for contract formation
Contracts can be formed between automated message systems or a natural person and an automated message system. Such contracts shall not be denied validity or enforceability solely on the ground that no natural person had reviewed the actions of the automated message system.
The ETA 2010 clarifies issues which were not clear in the repealed Electronic Transactions Act and provides greater certainty where electronic communications are used in international contracts. Business owners, especially those who operate part or the whole of their businesses through websites, should take note of these changes.