UNCITRAL Model Law on Electronic Commerce with Guide to Enactment 1996 With additional article 5 bis as adopted in 1998
UNCITRAL
Model Law on Electronic Commerce with
Guide to Enactment 1996
With additional article 5 bis as adopted in 1998
Resolution adopted by the General Assembly
[On the report of the Sixth Committee (A/51/628)]
51/162 Model Law on Electronic Commerce adopted by the United Nations Commission on International Trade Law
The General Assembly,
Recalling its resolution 2205 (XXI) of 17 December 1966, by which it created the United Nations Commission on International Trade Law, with a mandate to further the progressive harmonization and unification of the law of international trade and in that respect to bear in mind the interests of all peoples, in particular those of developing countries, in the extensive development of international trade,
Noting that an increasing number of transactions in international trade are carried out by means of electronic data interchange and other means of communication, commonly referred to as “electronic commerce”, which involve the use of alternatives to paper-based methods of communication and storage of information,
Recalling the recommendation on the legal value of computer records adopted by the Commission at its eighteenth session, in 1985,[1] and paragraph 5(b) of General Assembly resolution 40/71 of 11 December 1985, in which the Assembly called upon Governments and international organizations to take action, where appropriate, in conformity with the recommendation of the Commission,1 so as to ensure legal security in the context of the widest possible use of automated data processing in international trade,
Convinced that the establishment of a model law facilitating the use of electronic commerce that is acceptable to States with different legal, social and economic systems, could contribute significantly to the development of harmonious international economic relations,
Noting that the Model Law on Electronic Commerce was adopted by the Commission at its twenty-ninth session after consideration of the observations of Governments and interested organizations,
Believing that the adoption of the Model Law on Electronic Commerce by the Commission will assist all States significantly in enhancing their legislation governing the use of alternatives to paper-based methods of communication and storage of information and in formulating such legislation where none currently exists,
- Expresses its appreciation to the United Nations Commission on International Trade Law for completing and adopting the Model Law on Electronic Commerce contained in the annex to the present resolution and for preparing the Guide to Enactment of the Model Law;
- Recommends that all States give favourable consideration to the Model Law when they enact or revise their laws, in view of the need for uniformity of the law applicable to alternatives to paper-based methods of communication and storage of information;
- Recommends also that all efforts be made to ensure that the Model Law, together with the Guide, becomes generally known and available.
85th plenary meeting
16 December 1996
UNCITRAL Model Law on
Electronic Commerce
[Original: Arabic, Chinese, English, French, Russian, Spanish]
Part one. Electronic commerce in general
CHAPTER I. GENERAL PROVISIONS
Article 1. Sphere of application*
This Law** applies to any kind of information in the form of a data message used in the context*** of commercial**** activities.
*The Commission suggests the following text for States that might wish to limit the
applicability of this Law to international data messages:
“This Law applies to a data message as defined in paragraph (1) of article 2 where the
data message relates to international commerce.”
**This Law does not override any rule of law intended for the protection of consumers.
***The Commission suggests the following text for States that might wish to extend
the applicability of this Law:
“This Law applies to any kind of information in the form of a data message, except in
the following situations: [...].”
****The term “commercial” should be given a wide interpretation so as to cover matters arising from all relationships of a commercial nature, whether contractual or not. Relationships of a commercial nature include, but are not limited to, the following transactions: any trade transaction for the supply or exchange of goods or services; distribution agreement; commercial representation or agency; factoring; leasing; construction of works; consulting; engineering; licensing; investment; financing; banking; insurance; exploitation agreement or concession; joint venture and other forms of industrial or business cooperation; carriage of goods or passengers by air, sea, rail or road.
Article 2. Definitions
For the purposes of this Law:
- (a) “Data message” means information generated, sent, received or stored by electronic, optical or similar means including, but not limited to, electronic data interchange (EDI), electronic mail, telegram, telex or telecopy;
- (b) “Electronic data interchange (EDI)” means the electronic transfer from computer to computer of information using an agreed standard to structure the information;
- (c) “Originator” of a data message means a person by whom, or on whose behalf, the data message purports to have been sent or generated prior to storage, if any, but it does not include a person acting as an intermediary with respect to that data message;
- (d) “Addressee” of a data message means a person who is intended by the originator to receive the data message, but does not include a person acting as an intermediary with respect to that data message;
- (e) “Intermediary”, with respect to a particular data message, means a person who, on behalf of another person, sends, receives or stores that data message or provides other services with respect to that data message;
- (f) “Information system” means a system for generating, sending, receiving, storing or otherwise processing data messages.
Article 3. Interpretation
(1) In the interpretation of this Law, regard is to be had to its international origin and to the need to promote uniformity in its application and the observance of good faith.
(2) Questions concerning matters governed by this Law which are not expressly settled in it are to be settled in conformity with the general principles on which this Law is based.
Article 4. Variation by agreement
(1) As between parties involved in generating, sending, receiving, storing or otherwise processing data messages, and except as otherwise provided, the provisions of chapter III may be varied by agreement.
(2) Paragraph (1) does not affect any right that may exist to modify by agreement any rule of law referred to in chapter II.
CHAPTER II. APPLICATION OF LEGAL REQUIREMENTS TO DATA MESSAGES
Article 5. Legal recognition of data messages
Information shall not be denied legal effect, validity or enforceability solely on the grounds that it is in the form of a data message.
Article 5 bis. Incorporation by reference
(as adopted by the Commission at its thirty-first session, in June 1998)
Information shall not be denied legal effect, validity or enforceability solely on the grounds that it is not contained in the data message purporting to give rise to such legal effect, but is merely referred to in that data message.
Article 6. Writing
(1) Where the law requires information to be in writing, that requirement is met by a data message if the information contained therein is accessible so as to be usable for subsequent reference.
(2) Paragraph (1) applies whether the requirement therein is in the form of an obligation or whether the law simply provides consequences for the information not being in writing.
(3) The provisions of this article do not apply to the following: [...].
Article 7. Signature
(1) Where the law requires a signature of a person, that requirement is met in relation to a data message if:
- (a) a method is used to identify that person and to indicate that person’s approval of the information contained in the data message; and
- (b) that method is as reliable as was appropriate for the purpose for which the data message was generated or communicated, in the light of all the circumstances, including any relevant agreement.
(2) Paragraph (1) applies whether the requirement therein is in the form of an obligation or whether the law simply provides consequences for the absence of a signature.
(3) The provisions of this article do not apply to the following: [...].
Article 8. Original
(1) Where the law requires information to be presented or retained in its original form, that requirement is met by a data message if:
- (a) there exists a reliable assurance as to the integrity of the information from the time when it was first generated in its final form, as a data message or otherwise; and
- (b) where it is required that information be presented, that information is capable of being displayed to the person to whom it is to be presented.
(2) Paragraph (1) applies whether the requirement therein is in the form of an obligation or whether the law simply provides consequences for the information not being presented or retained in its original form.
(3) For the purposes of subparagraph (a) of paragraph (1):
- (a) the criteria for assessing integrity shall be whether the information has remained complete and unaltered, apart from the addition of any endorsement and any change which arises in the normal course of communication, storage and display; and
- (b) the standard of reliability required shall be assessed in the light of the purpose for which the information was generated and in the light of all the relevant circumstances.
(4) The provisions of this article do not apply to the following: [...].
Article 9. Admissibility and evidential weight of data messages
