E commerce

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  • 1. Doing Business in the Information Age John Corker GENL0230
  • 2. What is e-commerce?Includes:► Online business to business transactions► Online business to consumer transactions► Digital delivery of products and services► Online merchandising► Automated telephone transactions eg phone banking► EFTPOS and other automated transfer
  • 3. Contracts►Law of contracts►Issues for e-commerce
  • 4. Contracts - the basics► Offer► Acceptance► Intentionto enter legal relations► Consideration► Legal capacity► Genuine consent
  • 5. Offer► Clear statement of terms► Person who makes it is prepared to be bound► Not just an “invitation to treat”
  • 6. Acceptance► Unqualified agreement to terms of offer► Express or inferred by conduct► Can’t be forced on unwilling person
  • 7. Time of creation of contract► Contract formed at time and place the acceptance is communicated to offeror
  • 8. Termination or revocation of offer► Can be revoked prior to acceptance► Revocation must be communicated to offeror
  • 9. Certainty► Essential parts of contract must be clear and complete► Courts may imply a meaning► Uncertain term can be “severed”
  • 10. Consideration► Valuable consideration► Passing between parties to contract► Can’t be unlawful or immoral
  • 11. Intention► Express► Inferredfrom the circumstances► Must be genuine consent - not obtained under duress
  • 12. Capacity► Age► Intellectual capacity
  • 13. Terms and conditions► Express► Implied
  • 14. Formalities► Oral or written► Writing required under statute eg for sale of land
  • 15. Practical concerns for e-commerce deals► Identityand capacity of seller or buyer► Authenticity of offer and acceptance (digital signatures)► When and where contract formed► Governing law► Terms and conditions (click through)
  • 16. Practical Concerns for e-commerce deals(2)► Agreement on electronic payment system► Security of information exchanges► Consequences on breach► Storing electronic data to prevent alteration
  • 17. Electronic Transactions Act► Federal law with mirror State laws (NSW, VIC, WA)► To remove obstacles to electronic transactions, communications, signatures and record keeping► 1 July 2001 applies to all federal laws unless exempted
  • 18. Electronic Transactions Act(2)► Validates electronic transactions► Given in writing met electronically now  Govt can specify technology requirements  Business requirement valid only with consent► Signatures-partiesfree to agree on method► Production and retention of documents  Method must ensure integrity and accessibility► Time andplace of dispatch and receipt of communications
  • 19. Electronic Transactions(3) Time of dispatch is when it enters the first information system outside control of sender Time of receipt is when it enters an information system designated by the addressee for receiving it. Place of dispatch and receipt taken to be respective places of business
  • 20. Electronic Transactions (4)► Record keeping OK electronically if law says:  Information to be recorded in writing  A written document to be kept  An electronic communication to be kept► Records must be kept identifying origin, destination, time of sending and receipt of electronic communication
  • 21. Making a contract► What terms do you want to include?► What risks are you trying to avoid?► How will disputes about contract be dealt with?► What is the governing law?► Who will sign it?
  • 22. Setting up abusiness entity► Sole trader► Partnership► Company► Trust
  • 23. Sole trader► All profits► All losses► All liabilities► Own name or choose business name► Register business name
  • 24. Partnership►Carrying on a business►In common►With a view to profit►Established by written agreement, oral agreement or conduct
  • 25. Partnership► Partnership Act 1892 (NSW)► Corporations Law: Not more than 20 partners (except doctors, solicitors and accountants)
  • 26. Partnership► Profit sharing► Joint and several liability► Fiduciary duties to partners
  • 27. Companies► Corporations Act► Artificial legal entity► Liability of members can be limited
  • 28. Companies► Constitution► Directors duties► Limits on raising money from the public
  • 29. Companies► The “corporate veil”► Lifting the veil: fraud, agency, paying more dividends than profit, incurring debts when company insolvent
  • 30. CompaniesForm a company by:► Registering name► Lodge application with ASIC► Registered office► Names of directors and members
  • 31. Which structure?► Where are you getting your money from?► What is your risk/liability?► Who will be in control?► What are the ongoing costs?
  • 32. What is a domain name► Human friendly form of an Internet address► Actual address is an Internet Protocol (IP) number► System globally administered by ICANN► Generic top level domains (gTLDs)  .com, .org, .net, .edu, .gov, .biz► Country code top level domains (ccTLDs)
  • 33. Domain name registration in Australia► open and closed domains► open - .com, .org, .net, .info, .biz► closed - .gov, .edu, .mil, .museum► auDA administers .com.au space► to register in .au space must be a commercial entity registered and trading in Australia..
  • 34. Domain Names (cont)► Licensed on a first come-first served basis► Domain Names never meant to confer property rights.► Clash with Trade Marks.► auDA has a dispute resolution scheme which applies to all domain names registered or renewed from 1 August 2002.► ICANN has the UDRP for .com etc domains.
  • 35. Domain Names and other business identifiers► Trade Marks► Personality Rights► Place Names► Tension with domain names  Reverse domain name hijacking  cybersquatting