Ukraine Adopts E-Commerce Law

Baker&McKenzie, Kyiv, 
Ukraine, Mon, Sep 21, 2015

On 3 September 2015 the UkrainianParliament adopted the Law of Ukraine "On Electronic Commerce" (the"E-Commerce Law"). To become effective the E-Commerce Law must stillbe signed by the President and officially promulgated.

The purpose of the E-Commerce Law is primarily to set the rules to preparecontracts in electronic form in the course of on-line transactions and toconfirm the application of Ukrainian consumer protection regulations to suchtransactions.

What the law says

1. A contract may be prepared in the electronic form by way of exchangingan electronic message with an offer (setting out the required material terms ofthe contract) and its acceptance, which may be delivered by (i) electronicmessage, (ii) designed electronic form, or (iii) carrying out certain actionswhich are regarded as acceptance.

2. An offer to enter into an electronic contract may be made by (i)delivery of an electronic message regarded as commercial, or (ii) placement ofsuch offer on the Internet or other informational or telecommunication networks.Such commercial electronic messages must be delivered to the addressee onlywith his/her express consent, unless the addressee unsubscribes from receivingsuch messages.

3. A contract in electronic form may contain certain provisions inaddition to those envisaged by the Civil Code of Ukraine, in particular: (i)the procedure for exchanging electronic messages, (ii) the procedure foramending a mistakenly sent message with acceptance of an offer, (iii) theprocedure for making amendments and other terms.

4. To enter into a contract in the electronic system of the offeringcounterparty, the accepting counterparty must log into such system. Therespective system must allow the accepting counterparty to change the providedinformation prior to accepting the offer.

5. A contract in electronic form may be formed by: (i) electronicsignature or electronic digital signature, (ii) electronic identificationsignature (by exchanging of randomly generated codes), and (iii) by applicationof analog of personal signature (signature stamp). An electronic contractformed based on one of the above methods is regarded as a contract executed inwriting.

6. Settlements may be carried out by applying various payment instruments,electronic money, transfer of funds, provision of cash and by other means.

7. Sellers of goods and providers of services must disclose to consumersvia their websites or by other technological means full name, address, e-mailand/or web-site, EDRPOU code (state identification code for legal entities),taxpayers registration code for individuals, VAT tax registration certificate,information about any licenses and other information which is subject tomandatory disclosure.

8. Buyers making purchase by virtue of an electronic contract must provideinformation necessary to conclude a contract. The list of information to beprovided is defined by the applicable laws or agreed by the parties to thetransaction.

9. Internet service providers, domain name registrars, hosting providersand operators of payment infrastructure services (the “ISPs”) when involved in"mere conduit" activities receive absolute immunity from liabilityfor all third party infringements subject to the following conditions: (i) theISP does not initiate the transmission, (ii) the ISP does not select therecipient of the information, (iii) the ISP does not modify the informationcontained in the transmission.
 

Conclusion

The E-Commerce Law was adopted to establish a consistent legalframework for preparing commercial contracts in electornic form.  Itspurposes include, inter alia, the following (i) addressing existing legislativeuncertainties concerning formation and enforceability of the electroniccontracts and (ii) bringing Ukrainian legislation in line with EC Directive 2000/31on electronic commerce. It is expected that the E-Commerce Law should boost theelectronic commerce industry by bringing more certainty into this segment ofthe economy.
 

Additional notes

ThisLEGAL ALERT is issued to inform Baker & McKenzie clients and otherinterested parties of legal developments that may affect or otherwise be ofinterest to them. The comments above do not constitute legal or other adviceand should not be regarded as a substitute for specific advice in individualcases.