With the enactment of the Electronic Transactions Act (ETA) 1998, Singapore became the first in the world to implement the UNCITRAL Model Law on Electronic Commerce, and is widely acknowledged as a world leader in laws relating to electronic commerce and ICT. Besides provisions for creating a commercial code for e-commerce transactions, the 1998 ETA also contained clauses on the government use of electronic applications, the limitation of liability of Network Service Providers, as well as set out a framework for Public Key Infrastructure (PKI).
The United Nations Convention on the Use of Electronic Communications in International Contracts (UN Convention), adopted by the General Assembly of the United Nations on 23rd November 2005, drew upon the rules contained in the UNCITRAL Model Law and is intended to supersede it. One of the main drivers for the UN Convention was that the current Internet environment is vastly different from the predominantly EDI environment in 1998, when the UNCITRAL Model Law on Electronic Commerce was issued. Following the adoption of the UN Convention, IDA together with the Attorney-General's Chambers (AGC) conducted a review of the 1998 ETA, culminating in the 2010 ETA.
The 2010 ETA, in aligning with the UN Convention, largely retains the legal scheme for dealing with electronic transactions contained in the 1998 ETA. There are a number of details that are changed, in order to provide greater flexibility and to keep up with technology changes.
The main differences between the 1998 ETA and the 2010 ETA are summarised below:
- Application and Consent: Clause 5 of the 2010 ETA clarifies that parties still have autonomy on deciding to exclude or agree to the use of electronic transactions, or to agree to additional requirements as to the form or authentication of a contract or transaction. The agreement or consent to the use of electronic transactions was also clarified to be inferred from the conduct of the parties unless otherwise agreed or provided by law.
- Electronic Originals: Clause 9 of the 2010 ETA provides that a requirement in law to provide or retain certain documents, records or information in its original form can be fulfilled by retaining them in the form of electronic records, subject to certain safeguards. A public agency may impose additional requirements for the electronic originals under its jurisdiction. The Minister may exclude certain laws from this provision.
- Time and Place of Dispatch and Receipt: Clause 13 of the 2010 ETA modifies the current rules in Clause 15 of the 1998 ETA on when and where an electronic communication is deemed to have been dispatched or received. The new rules are a better fit for internet communications, where communications can move from one email server to another, as opposed to the rules in the 1998 ETA which were created in the time of closed systems.
- Invitation To Make Offers: Clause 14 of the 2010 ETA clarifies that an electronic communication proposing to conclude contracts and is addressed to the world at large (e.g. website advertising prices of goods) is considered an invitation to make offers, not offers capable of immediate acceptance, unless it clearly indicates the intention of the party making the proposal to be bound in case of acceptance.
- Automated Message Systems: Clause 15 and 16 of the 2010 ETA facilitates the use of automated message systems. Clause 15 clarifies that contracts formed through the use of such systems (e.g. when a seller instructs a computer to accept an order for a product so long as there is enough stock) are valid and enforceable, even though no natural persons had reviewed the action of the systems or the result. Clause 16 allows for errors made in an electronic communication to be able to be withdrawn by the error-maker if the error was made by a natural person and an automated message system, and the system does not allow the person to correct the error.
- Technology Neutrality: Part IV of the 2010 ETA has been amended to be technologically neutral. Technology-specific provisions based on the public-key infrastructure (PKI) have been shifted into the Third Schedule of the ETA, opening the possibility of the 2010 ETA being applicable to other security procedures like biometrics.
- E-Government: Part V of the 2010 ETA clarifies that public agencies are empowered to accept in electronic form the filing of documents, provision of information, creation or retention of documents and originals, and the issuance of permits and payments, without having to amend their present legislations.
For more information on changes made between the 1998 ETA and the 2010 ETA
The Explanatory Statement and a portion of the AGC Digest are reproduced on this website with the permission of the Government of Singapore.