Model interchange agreement for the international commercial use of electronic data interchange
Some standard content:
GB/T176291998
This standard is equivalent to the United Nations Economic Commission for Europe (UN/ECE) International Trade Procedure Simplification Working Group No. 26 "Sample International Commercial Exchange Agreement for Electronic Data Interchange". The international use of electronic data interchange (EDI), including the parties who decide to use FI in international trade, must use the sample international commercial exchange agreement for electronic data interchange to increase the legal security of their trade relations. When laws and regulations are amended, international users should consider the terms and clauses of the sample exchange agreement so that these amendments are consistent with business practices in the content of the exchange agreement. When the parties reach an agreement through negotiation, they can sign the international commercial exchange agreement for electronic data interchange in accordance with this sample agreement. The Model Interchange Agreement for International Commercial Electronic Data Interchange constitutes Part 3 of the United Nations Trade Data Interchange Directory (UN/TIID) and is part of the United Nations Recommended Standard for Electronic Data Interchange for Administration, Commerce and Transport (UN/EIIFACT). As the relevant laws and regulations of my country on EDI are not yet complete, the signing of the exchange agreement shall prevail when there is a dispute between the parties signing the exchange agreement.
This standard is only applicable to electronic data interchange and not to commercial contracts between the parties. Appendix A of this standard is a standard appendix, which is used to indicate some clauses that need to be explained in the form of technical appendices or in detail when signing the exchange agreement; Appendix B is a prompt appendix, which explains specific chapters in the agreement sample and provides guidance on how to prepare the actual agreement. This standard is proposed and coordinated by the China Institute of Standardization and Information Classification and Coding, and the drafting unit of this standard is China Institute of Standardization and Information Classification and Coding. The main drafters of this standard are: Hu Hanjing, Wei Hong, Liu Bisong, Meng Zhuming, Deng Jie, Li Ying, Cheng Nufan, Ku Hansheng National Standard of the People's Republic of China
Model Interchange Agreement for International Commercial Electronic Data Interchange The Interchange Agreement for the Internatlonal commercial use of electronic data interchange (hereinafter referred to as this Agreement) was signed on , between GB/T17629-1998
(names and addresses of the parties are given here) (hereinafter referred to as the parties) on . The parties intending to be legally bound agree on the following terms in this Agreement: 1 Scope
1.1 Scope
This Agreement governs the electronic transmission of all messages between the parties. Unless expressly provided, this Agreement does not govern other contractual or non-contractual relationships in the message communication environment. Messages refer to structured data that conforms to the UN/EDIFACT standard provided in Chapter 2. 1.2 Technical Appendix
The technical appendix attached to this Agreement sets out the instructions agreed upon by the parties to meet certain technical and procedural requirements. In the event of a conflict between the terms of this Agreement and the terms of the technical appendix, the terms shall prevail. The terms of this Agreement are as follows. 2 Communications and Operations
Parties shall transmit messages in accordance with the following provisions: 2.1 Standards
LiN/ELIFACT standards (together with related recommendations) are established standards for electronic data interchange and are approved and published in the United Nations Trade Data Interchange Directory (UN/TDID). Participants shall use those versions of UN/EDIFACT standards identified in the Technical Appendix.
2.2 System Operation
Parties shall test and maintain their respective equipment, software and necessary services for the effective and reliable transmission and reception of messages. 2.3 System Changes
Parties shall not make any changes to system operation that would impair the ability of the parties to communicate with each other as contemplated by this Agreement without providing prior notice of the intended changes. 2.4 Communications
Parties shall specify in the Technical Appendix the means of communication: including telecommunications or the use of third parties providing services. 2.5 Security Measures and Services
Parties shall implement and maintain security measures and services, including those specified in the Technical Appendix, to protect messages and their records from accidental or erroneous use, including inappropriate access, alteration or loss. 2.5 Storage of Records
Parties shall store and retain records and messages transmitted under this Agreement in accordance with the provisions of the Technical Appendix. 3 Processing of Messages
3.1, GB/T17629—1998
When the recipient can access the message in the manner specified in the Technical Appendix, any message transmitted in accordance with this Agreement shall be deemed to have been received. Until the message is received, the transmitted message shall not have any legal effect, unless the relevant law stipulates that the message in transmission also has legal effect, regardless of whether it is received.
3.2 Confirmation
3.2.1 Unless otherwise specified in the Technical Appendix, the receipt of a message does not need to be confirmed by the recipient. The requirement for an acknowledgment in a request shall include the method and type of acknowledgment (including any messages or procedures) and, if required, the period within which the acknowledgment was received. 3.2.2 An acknowledgment shall be a genuine proof that the associated message was received. The party receiving the message requiring acknowledgment shall act upon the message until the acknowledgment has been sent. If a receiving party is unable to send an acknowledgment, it shall not act upon the message until it receives further instructions from the sender of the message. The failure of a receiving party to acknowledge a message shall not render the message invalid, except where the originator cannot be identified from the message.
3.2.3 In the event that the originator does not receive a required acknowledgment and does not provide further instructions, the originator may declare a correctly transmitted message invalid by notifying the recipient. 3.3 Technical Errors
A receiving party must notify the originating party of technical errors that prevent further processing of a message. 4 Validity and Enforceability
4.1 Validity
The parties agree that the message is valid and enforceable as a result of the message in accordance with this Agreement. The parties communicate by means of electronic data exchange. This means that the parties explicitly waive their rights to object to the validity of the message. 4.2 Evidence
Without regard to the existence of written records and written signatures, the message records kept by the parties shall be admitted and can be used as corresponding evidence within the scope of legal use.
4.3 Conclusion of the Contract
When a message accepting the offer is received in accordance with 3.1, the contract concluded by electronic data exchange in accordance with this Agreement shall be deemed to have been concluded.
5 Data Content Requirements
5.1 Confidentiality Status
Unless required by law or specified in a technical appendix or message, the information contained in messages transmitted under this Agreement shall not be considered confidential. 5.2 Compliance with Law
5.2.1 Each Party shall ensure that the content of messages is transmitted, received and stored in accordance with the legal requirements of them. 5.2.2 The receiving Party shall give notice of the non-compliance without delay if the reception or storage of any component of the message is contrary to the law in force. 5.2.3 Until the receiving Party becomes aware that a message is non-compliant with the law, its rights and obligations under this Agreement will not be affected. 5.2.4 The receiving Party shall not be obliged to respond to any subsequent non-compliant messages after the initiator has given notice of the non-compliance. After receiving the notice, the sender shall not retransmit the subsequent inconsistent messages. 6. Liability
6.1 Force Majeure
Parties shall not be responsible for the delay or failure caused by the following uncontrollable circumstances in performing their obligations under this Agreement: a) Unforeseen circumstances that occur after the signing of the Agreement b) The consequences of circumstances that cannot be avoided or overcome. 6.2 Unintentional Losses
Parties shall not be responsible for any special, consequential, indirect or punitive losses caused by any breach of this Agreement.
6.3 Liability of Third Parties
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6.3.1 In the transmission or processing of messages, the participants who use the services provided by a third party shall be responsible for any acts, failures or omissions of the third party that violate the services described in the terms in accordance with this Agreement. 6.3.2 Participants who instruct other participants to use the services provided by the third party shall be responsible for any acts, failures or omissions of the third party.
7 General Terms
7.1 Applicable Law
This Agreement shall be governed by the laws of the country of
, and shall be governed by the laws governing this Agreement.
7.2 Severability
Law-bound. In the event of a conflict between the laws governing the transaction and the laws governing this Agreement, if for some reason a provision of this Agreement is invalid or unenforceable, all other provisions of the Agreement shall remain fully binding and effective. wwW.bzxz.Net
7.3 Termination
Either Party may terminate this Agreement upon giving at least (30) days written notice of termination: Termination shall not affect prior communications or proposed transactions. The terms of Sections 2.5, 2.6.1, 5.1.6, 7.1 and 7.5 shall not be affected by any termination and shall remain binding upon the Parties.
7.4 Entire Agreement
This Agreement, including the Technical Addendum, constitutes the entire agreement between the Parties and shall become effective upon execution by the Parties. The Technical Addendum may be amended by the Parties or their authorized representatives, provided that the Parties provide a written and signed record of all agreed upon amendments. Written and signed records: Once exchanged, the amendment shall become effective. The Technical Addendum and each amendment thereto shall constitute the agreement between the Parties.
7.5 Headings and Subheadings
The headings and subheadings of this Agreement shall be deemed to be an integral part of the clauses or subclauses. 7.6 Notices
Except for the confirmations and notices in Section 3, each notice given by a Party under the Technical Appendix to this Agreement shall be deemed to be effective if it is in writing or signed by an authorized person and delivered to the other Party. Each notice shall be effective on the second day after it is received by the other Party at the address specified above. 7.7 Dispute Resolution
Option 1: Arbitration Clause
Any dispute arising out of or in connection with this Agreement, including questions regarding its existence, validity or termination, shall be referred to and finally settled by one (or three) arbitrators to be agreed upon by the Parties or, if the Agreement is invalid, by arbitration in accordance with and in accordance with the Arbitration Clause.
Option 2: Arbitration Clause
Any dispute arising out of or in connection with this Agreement shall be referred to a court of competent jurisdiction. The parties sign this agreement and it shall come into force on the date of signing. Party Name:
Authorized Representative:
Signature:
Participant Office Name:
Authorized Representative:
Signature:
Rules and Procedures
GB/T 176291998
Appendix A
(Standard Appendix)
Technical Appendix Checklist
This checklist is part of the sample exchange agreement and is used to indicate the clauses that are recommended for the parties to elaborate on when formulating an exchange agreement.
This table is not intended to be a complete list of all possible aspects that may be addressed in the technical appendix. The clauses it includes directly refer to the sample exchange agreement to form the technical appendix: these clauses can be completed to the level of detail that the trading partners consider necessary. Participants should be encouraged to consider and state other clauses that they believe are relevant to ensure a complete understanding of the technical and methodological requirements for implementing EDI between trading partners. As mentioned in Sample Interchange Agreement 1.2: * The Technical Annex attached to this Agreement sets out the instructions agreed upon by the parties to meet certain technical and procedural requirements. "For ease of use, the checklist gives the content of the relevant clauses of the sample exchange agreement. 2 Communication and Operation
2.1 Standards
"The parties shall use those versions of UN/EDIFACT standards identified in the Technical Annex." The parties shall agree on the published versions of EN/FDIFACT standards to be used. The parties also wish to specify the method of using new versions of UN,EDIFACT standards.
The parties shall also specify the relevant technical specifications and details in detail. The clauses to be considered include identification directories, code tables, message implementation guidelines and other clauses that are directly related to the specified standards and related versions. 2.2 System Operation
"In order to effectively and reliably transmit and receive messages, the parties shall test and maintain their respective equipment, software and necessary services. "The parties shall describe the methods and processes for testing the operation of their systems, the effectiveness and reliability of the message exchange process, the time for testing and the expected results to be obtained. The parties shall adopt a method to clearly indicate the availability of their EDI systems for transmitting and receiving messages. 2.4 Communication
"The parties shall specify the means of communication in the technical appendix: including telecommunication requirements or the use of third parties providing services. The details and provisions of the communication methods shall describe the following items: · The selected communication method
, in addition to the UN/EDIFACT standard, the communication coordination equipment that the parties may also use (such as X.25, X.400, etc.); · When necessary, provide detailed information about the third party providing the service, including the corresponding address and contact information and other relevant details.
Parties should also consider establishing recovery measures to recover messages in the event of loss or failure, or to provide alternative means and methods in the event of failure of the chosen communication method. 2.5 Security Measures and Services
"Parties shall implement and maintain security measures and services, including those specified in the Technical Annex, to protect messages and their records from accidental or misuse, including inappropriate access, alteration or loss." Participants shall specify in detail the security measures and services to be implemented when using EDI. There are different ways to improve the reliability of EDI between business partners; the general goal is to transmit and process as many messages as possible and efficiently and correctly, while keeping costs at a reasonable level. The choice and use of security measures is mainly based on an assessment of potential threats, not just because of legal requirements, which may lead to the implementation of different security measures that are not related to the UN/EDIFACT message structure, but still help to strengthen legal status based on records.
EDIFACT is used, while others are generic. GB/T 17629—1998
Security services in UN/EDIFACT. To meet legal requirements or to protect against identified threats, trading partners may choose certain security services that are available only in UN/EDIFACT, as described below. These security services require the use of cryptographic techniques. Thus, any message (just a string of numbers) transmitted from one computer to another can be protected by applying mathematical functions to the message before and after transmission (a well-known encryption technique). This provides the tools to detect the absence of unintentional changes not only during transmission, but also during storage at both ends, thereby achieving the expected security service. The UN/EDIFACT documents identified in the checklist of this technical annex include specific information explaining the security services and key management techniques that will be described in detail in the store and can be consulted by users looking for information. Content integrity of the message prevents the intentional modification of data in any type of message. This can be further extended to the sequence integrity of the message, which establishes the order in which the messages appear. Message integrity can only be achieved by generating a so-called message authentication code (MAC) using certain keys. This is the encrypted fingerprint of the message generated using the key. Usually, anyone with the secret key can generate a MAC value.Unless specially protected hardware is used. If it is necessary to further distinguish the sender and receiver of the message (e.g. for legal purposes), the correct security service to apply is non-repudiation of origin. Non-repudiation of origin first requires timestamping, and the software requires the calculation of a digital signature based on a public key algorithm. Therefore, non-repudiation of origin implies message authenticity, which in turn implies message integrity. Corresponding to non-repudiation of origin, the recipient can return the message processed with a digital signature, which provides non-repudiation of receipt. Therefore, these security services and confidentiality measures to prevent the leakage of messages transmitted over the network have different characteristics. UN/EDIFACT security only concerns the protection of EDIFACT messages, and has nothing to do with the internal security of the end-user applications that generate or process messages. In short, the application of security in LN/FIIFACT requires the use of encryption technology, and encryption technology requires the use of cryptography. Therefore, the application of security in EDI/FACT implies the management of keys. For security reasons, keys (actually many numbers) must be handled carefully. The algorithm is well known, and only by using the key can the required security service be obtained. Users can jointly own a secret key for encryption, or each person can own a pair of coupled keys (one is a private key and the other is a public key!). Generally speaking, all systems distribute keys by secure means. This can be handled by both parties or by a third party. The entrusted third party is responsible for handling the registration, authentication and distribution of the relevant keys. These third parties are usually called trusted third parties (TTP). In all cases, the rules and measures for key calculation must be agreed upon between the relevant parties. Additional security measures and services. In order to fully respond to the various risks that arise in electronic data exchange, participants may wish to implement the following measures and services related to the EDIFACT structure: Use unique sequence codes or similar non-encrypted queries and tags attached to identification codes Note: · Use the message transaction records made by the third party providing the service or similarly archive and confirm the transaction activities: , Use the automatic storage function of the protected expansion on the workstation of the company's internal computer network; , Detect the availability and integrity of the communication equipment, 2.6 Storage of records
"Parties shall deposit and retain records and messages transmitted under this agreement in accordance with the provisions of the technical appendix. Details and provisions related to the storage and retention of records and messages include: + The scope of the retained records;
Storage format;
· The period for retaining records:
· The media used for storage and retention
● The right to access the provided records: · The method of maintaining storage (including testing, environmental disturbance, etc.) ):·Requirements for integrity and irreversibility of records;·Rules related to the availability of records.
3 Message processing
3.1 Reception
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"Any message transmitted in accordance with this protocol shall be deemed to have been received when the recipient can access the message in the manner specified in the technical appendix."
Specified access methods include:
·Access through the service provider as the recipient: The recipient accesses the message stored by the service provider (for example, in the form of an e-mail box);·Access through the recipient's internal computer system. 3.2 Confirmation
"Unless otherwise specified in the technical appendix,·the Receipt does not have to be confirmed by the recipient. The requirements for confirmation in the Technical Annex should include the method and type of confirmation (including any messages or processes) and, if required, the time limit within which the confirmation is received. "Parties may specify when confirmation is required in a variety of ways, either by the message type (for example, by using UV/EDIFAC technical message names), or by the context in which the transmitted message requires confirmation. Participants may wish to specify the confirmation required when a confirmation is requested for a transmitted message. When confirmation is required, parties should specify details of how confirmation is provided, including: · The method of confirming the received message: sending another message, such as a control message; the use of other media, such as fax; · The time limit within which the confirmation is received!
· Relevant security facilities and services that should be used (such as the AUTACK message). 5 Data Content Requirements
5.1 Confidentiality Status
"Unless required by law or specified in a Technical Appendix or in a message, information contained in messages transmitted under this Agreement shall not be considered confidential." Parties may wish to specify in a Technical Appendix that particular types of messages (such as a PAXILST for transmitting a passenger manifest) or specific information contained in a message (such as a price list or a personal number) shall be considered confidential. In addition, parties may wish to specify detailed methods that a sender may use in any document to indicate a request that an entire message or specific information in a message be considered confidential. Where confidentiality is required, parties should ensure that the technical appendix or relevant commercial agreement specifies the details of how confidentiality will be maintained. 7 General Provisions
7.6 Notice
"Except for the confirmations and notifications in Chapter 3.10, any notice given by a party or the electronic equivalent that can produce a record shall be deemed valid if it is in writing or signed by an authorized person and provided to the other party. Each notice shall be effective on the second day after it is received at the address of the other party mentioned above." In addition to the notices specified in the previous chapters of the Technical Appendix, the parties may also wish to specify other circumstances in which notices should be given that are effective for EDI applications. For example, Article 2.3 requires notification of changes in system operations. Participants may wish to specify special requirements for such notifications in the Technical Appendix. GB/T 17629—1998
Appendix B
(Informative Appendix)
Sample Interchange Agreement Implementation Guide
This appendix complies with Part II of the sample international commercial interchange agreement for electronic data interchange recommended by the United Nations. This appendix should be used in conjunction with the sample agreement when preparing an actual commercial agreement; it explains specific clauses in the sample agreement and provides guidance on how to prepare an actual agreement. The terms in this appendix are consistent with those in the sample agreement. I General Introduction
The Interchange Agreement consists of seven parts:
1 Scope
2 Communication and Operation
3 Handling of Reports
4 Validity and Enforceability
5 Data Content Requirements
6 Liability
7 General Provisions
Additional Appendix The Technical Annexes added and made part of the Agreement together with the Interchange Agreement constitute the complete Agreement. The Technical Checklist preceding this Annex is for the preparation of Technical Annexes between trading partners: The sample agreement clearly expresses the parties' willingness to be bound by the agreement; this emphasizes that the trading partners want to operate within an internal rather than an external legal framework when using EDI. The Interchange Agreement is intended to provide a strong legal framework to ensure that EDI communications are legally binding, of course, such legal binding must be subject to national laws or regulations that may be affected. Although the sample agreement is designed for two commercial trading partners, it can be adopted as a multilateral agreement for use between multiple commercial trading partners. If an E11 association or trade group decides or encourages its members to use the same Interchange Agreement, the sample agreement can be modified to serve as a coordination agreement for multiple parties.
I Specific Articles
1 Scope
1.1 Scope
The Interchange Agreement establishes the specific rules governing the electronic communication of EDI messages between the parties that conform to the LN/EIIFACT structure and standards (messages). 2.1 of the sample agreement and this appendix provide further discussion of this aspect of the agreement. The Interchange Agreement does not apply to other forms of electronic communication (such as radio transmissions) nor to the transmission of electronic texts of unstructured and non-standardized messages (such as emails). It is important to emphasize that the Interchange Agreement does not set out the rules governing commercial transactions related to E-applications, because these transactions involve individual legal rules, such as sales transactions, shipping contracts, insurance contracts, storage management and similar relationships. 1.2 Technical Appendix
The Technical Appendix is part of the complete agreement between trading partners (see?.4); its terms are legally binding. The Technical Annex describes the detailed technical procedures that the parties will use in their EDI communications. The Interchange Agreement contemplates the description of the basic topics in the Technical Annex; these topics are listed in the Technical Annex Checklist preceding this Annex. More topics may be required based on the special needs of the trading partners; and trading partners are encouraged to consult relevant technical consultants on these topics.
Although the Interchange Agreement and the Technical Annex constitute the complete agreement between the parties, technical and legal experts are encouraged to understand each other's needs.
2 Communication and Operation
GB/T 17629--1998
This chapter gives the rules governing the communication between trading partners and the operational methods required for users to send and receive messages. In this way, the necessary agreements reached between the parties are given legal binding force. It may be necessary to sign additional contracts with other parties (such as the first party providing the service: see 2.4), and encourage users to sign valid agreements with those parties. 2.1 Standards
The sample exchange agreement is based on the UNV/EIIFACT standards and recommended standards developed by the United Nations Economic Commission for Europe and approved by the International Organization for Standardization (ISO) for international use, and is applicable to national standards. These standards include: Included in the recommended standards for message formats, syntax, code directories, data frames and segments are included in the United Nations Trade Data Exchange Directory D mentioned in the protocol specification: Technical Attachment Requirement Table also contains security services in these standards: The protocol sample is one of the recommended standards included in LNTII). When using the protocol sample, users should be encouraged to consult UN, TDIP and related United Nations publications.
2.2 System Operation
In line with most business practices: 2.2 requires each trading partner to be responsible for testing and maintaining its own system and bear the related costs. Through the agreement, the parties can allocate different costs to their respective ports. This agreement requires the parties to ensure that they can communicate effectively and reliably.
2.3 System Changes
Many changes in system operation can impair the expected end-to-end communication capabilities between the parties, even when they do not directly involve printing programs or documents. Therefore, the parties should be encouraged to cooperate with their trading partners to ensure that there is no interruption in communication at any time. This clause also requires that trading partners provide notice when changes are made to the selected standard release. The method for trading partners to provide notice of changes in accordance with 2.3 is specified in the agreement sample 7.6. The period of time for providing notice before changes is specified. Trading partners are encouraged to conduct appropriate dialogue, testing and confirmation with the technical experts before implementing any changes. 2.4 Communication
The business case of HII requires the parties to agree on the method of transmitting messages. These methods may vary, and messages may be transmitted (sent and received) by electronic means, or by providing tape, or using hard disk media. By specifying these requirements, 2, compatibility of the respective operations of trading partners is ensured. Those technical aspects that are described are marked in the technical appendix checklist preceding this appendix. Trading partners are encouraged to specify not only the requirements for end-to-end communication in the technical appendix, but also pay attention to other contractual relationships that can manage activities. E.3 also considers these relationships.
2.5 Security Measures and Services
Establishing and maintaining an effective and secure environment for the use of ELI is an important business objective. The management of security measures and services is of particular concern when deciding on the legal treatment of message records and the legal validity of message records. Considering the nature, integrity, cost, possible origin and change of messages, trading partners should achieve as much end-to-end security as possible for both parties. Security measures and services are used to confirm the authenticity of sent and received messages and to provide ongoing control over the integrity of the communication. The Technical Annex summarizes the security services that can be selected for use between trading partners and the factors that should be considered when establishing internal security measures.
2.6 Storage of Records
To ensure the validity and enforcement of transactions completed through ELI, trading partners should store and secure messages transmitted (sent and received) and records related to the messages. These records may include records or logs of communications, as well as databases containing summary summaries of message content. The record storage requirements in the Technical Annex should be specified according to the commercial or legal requirements of each party to conduct its business. The purpose is to ensure that the desired records are available to trading partners when they are needed. National laws and regulations may have considerable differences and restrictions on the accessibility, persistence and integrity of electronic records.
3 Message Processing
3.1 Receipt
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Due to differences in national and international legal provisions, in different countries, messages sent, received, or deemed received may be given legal effect. The protocol sample provides a structure to specify when a transmitted message should be considered received and when the message is given legal effect. This structure is important for understanding the results of certain communications. According to the special provisions in 3.1, the message will not have legal effect until the receiving party can access the message as specified in the Technical Annex. This allows the parties to specify that the message is to be received at a later stage in the communication process, in an electronic mailbox, a transaction record, a specified machine or by a specific person in the company. There is no need to actually access or examine the message, the message only needs to be accessible. The sample protocol also takes into account an important exception: under the commercial or banking regulations of some countries, a message is given certain legal effect once it is sent, whether in electronic format, regardless of whether the intended recipient actually receives the message. For example, after the buyer issues a defective product notice, even if the seller does not receive the notice, the buyer has protected its own rights. 3.2 Confirmation
For control and security purposes, UN/EDIFACT anticipates that trading partners may want the receipt of any message to be confirmed by the recipient. Specific messages can be used to achieve this purpose: these messages can confirm the receipt event and the presence of grammatical errors in the message wave. Whether a particular type of message is suitable for confirmation is entirely determined by the trading partner. Trading partners may decide not to confirm every message they transmit. The cost of confirmation is usually considered when making these decisions. 3.2.1 requires parties to specify in the Technical Appendix when messages should be acknowledged. Since the sender should have the opportunity to determine that a message has been validly received, two points should be considered when developing the Technical Appendix: (a) when acknowledgements are required as a normal process, and (b) when specific acknowledgements are required for messages that have been transmitted. As described in 3.2.1, the issues described include the method and type of acknowledgement, if any, and the period within which the acknowledgement must be received. 3.2.2 allows acknowledgements to be considered as actual evidence that a message has been received; under this rule, evidence to the contrary may be presented. Trading partners should note that in some places, evidential rules may not admit this type of evidence in legal proceedings. In cases where acknowledgements are required, 3.2.2 also defines additional responsibilities. First, parties may not act on the message until an acknowledgement is sent. If an acknowledgement cannot be sent, the recipient shall notify the sender of the message or request further instructions. The recipient shall not act on the message in accordance with 3.2.2 until further instructions are received from the initiator. Therefore, in most cases, parties remain in a waiting state until there is an opportunity to communicate. Instructions may be given by telephone, fax or paper document. Second, for the originator who wishes to receive confirmation, if no confirmation is received and no further instructions are given, the message may be declared invalid by giving a notice. The notice must comply with the requirements of 7.6. This power is only available if the message is correctly transmitted.
Because some types of messages may have legal effects that are unfavorable to the recipient (for example, a defective product notice sent to the seller), 3.2.2 does not allow the recipient to lose the legal effect of the message after receiving it by not sending the required confirmation. According to 3.2.3, when it is not possible to determine who should receive it from the original message, the recipient may not send the required confirmation. In order to determine who is the recipient, all components of the message should be checked, but no further work is required. 3.3 requires the recipient to notify the originator when a technical error occurs that prevents further processing of the message. This includes system errors: it also includes technical errors in the received message. In this case, even if the message does not require confirmation, the recipient is also responsible for notifying the originator. 4 Validity and Enforceability
This chapter states that trading partners who sign an exchange agreement are willing to fulfill the valid and enforceable obligations arising from EDI communications. It describes the important legal issues in the use of EDI in international trade. 4.1 Validity
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Under some legal systems, this clause may not be fully enforceable, according to 7.1. The choice of national law to govern may be influenced by such considerations.
Since the use of E-signatures obviates the need for written signatures, the parties are encouraged to evaluate the security measures and services available to them and to use them between trading partners. Although electronic signatures may be acceptable to the parties and are provided for in the Technical Annex, there is no guarantee that all electronic signature services will perform all of the same functions (including legal functions) as traditional signatures used in similar circumstances. 4.2 Evidence
This section provides that records of messages retained by the parties shall be admitted and used as evidence. However, this Agreement also recognizes that national laws may vary and to some extent the parties may need to provide for the admissibility of certain types of evidence in judicial proceedings. 4.3 Contractual Negotiation
This section defines when a contract concluded through the use of E-signatures is considered to have been concluded. From a legal perspective, the time of conclusion is often important. Although there are general rules for contracts concluded by mail or telephone, there is still uncertainty for contracts concluded through the use of E-signatures. The rules established by this Agreement meet such expectations of trading partners. According to the provisions of this section and consistent with 3.1, a message of acceptance of an offer is deemed to have been received, and this acceptance rule is consistent with the protocol templates currently in use in various countries and regions and most EDI business practices.
5 Data Content Requirements
5.1 Confidentiality
The exchange of information in commercial transactions often requires the communication of confidential data related to the business of trading partners. This agreement defines the obligations of the parties on how to handle data, and the corresponding national laws may also define certain responsibilities related to the confidentiality of information. The parties should be encouraged to ensure that their confidentiality treatment of information in electronic form is equivalent to that of the same information transmitted through other media. According to this section, the content of the message is not considered confidential unless otherwise specified. Trading partners can indicate the confidentiality of the information included in their messages through technical appendices or in specific messages. 5.2 Compliance with laws
This section provides guidance on how the parties should handle their affairs to ensure that the content of any message is consistent with national laws, as these national laws may define or restrict the content of messages. In addition, some laws (such as data protection laws) restrict the cross-border communication of certain information.
5.2.1 requires each party to ensure that the content of messages is consistent with all legal requirements of the parties involved. Storage in this clause refers to the storage of data in messages, not the method of storing messages. This section does not require a trading partner to ensure that its messages are consistent with the laws governing another trading partner. However, the reserved subsections outline what a party should do if a message sent from one trading partner may cause the other trading partner to violate applicable laws when it is received or stored. First, notification is required (as specified in .6), and then the originator must avoid the violation of the law from happening again. For example, sending a message containing personal data from a country without data protection laws to a country that implements data protection laws. According to the country of protection law. 6 Liability
6.1 Force majeure
This section emphasizes the common intention of the parties to ensure the smooth progress of the electronic communication process by eliminating the risk and liability of unforeseen risks arising from the activities. 6.1 includes the idioms of many commercial agreements, which allow the parties to be exempted from liability when there are delays or failures caused by uncontrollable events. Of course, the parties may make more detailed provisions for events that they believe are beyond their control. Even if a foreseeable event such as a natural disaster occurs, the parties shall not be liable if the consequences of the event cannot be avoided or overcome. 6.2 Unconsidered losses
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losses. These types of compensation for damages Money is often used to compensate for lost profits or to impose special sanctions for improper handling. This section does not govern certain types of damages imposed under the terms and conditions of other intermediary obligations between the parties. Some national laws may limit the restrictive nature of this section.
6.3 Liability of Third Parties
Many companies using EDI also obtain first-party services (often called value-added networks) to assist in completing the communications or related functions (for example, maintaining an electronic mailbox that can send messages or a record of the messages). A trading partner's choice of third party to provide services and the terms of the contract between them are beyond the control of the other trading partner. Therefore, 6.3.1 requires the trading partner to be responsible for the acts, failures or omissions of its third parties (6.3.1 applies to both the expansion and retention The situation where the trading partners use different third parties providing services also applies to the situation where the trading partners voluntarily choose to use the first party. In some cases, one trading partner can require another trading partner to use a specific first party providing services. In these cases, the liability for the actions of the third party providing services as provided in 6.3.2 shall be borne by the trading partner making the request. 7 General Provisions
This chapter includes provisions that frequently appear in many types of business arrangements. These provisions are not exclusive. Customs and practices in specific industries or regions may include other similar provisions. 7.1 Applicable Laws
In the absence of applicable laws and regulations governing the use of EDI, the establishment of an EDI agreement ensures the effectiveness and mandatory nature of EDI communications between the parties. Many legal systems may be able to achieve this. Trading partners should be encouraged to make their choice of national law governing the Agreement. Their choice may be affected by different national laws relating to computer confidentiality, data protection, cross-border data transfers or similar issues, but in most legal systems, the choice must be made by the parties. Conflicts may arise when using EI to conduct transactions under the pre-agreed agreement, and the exchange agreement specifies how such conflicts will be resolved. Some national laws may not adequately provide for certain regional agreements or regulations that the parties wish to apply to the technical agreement. In such cases, the parties are encouraged to add appropriate provisions. 7.2 Severability This section emphasizes the trading partners' desire that their obligations be fully enforceable but for special legal reasons: When one or more parts of this Agreement may be held invalid or unenforceable, this section ensures that the entire contract is not cancelled in such circumstances: 7.3 Termination The Exchange Agreement operates only when messages are being communicated between the parties. It does not require the use of EI at all times or for all business communications. This section ensures that the Trading Partners have the right to terminate the Interchange Agreement at any time: the non-terminating party is also guaranteed an appropriate period of time to establish a replacement procedure for communications, which in most commercial cases is 30 persons, but can be adjusted according to the agreement between the parties. Although 7.6 states that all notices must be given in writing, termination will not allow the Trading Partners to cancel the binding force of certain sections, in particular 2.5 (Security Facilities and Services), 2.6 (Storage of Records), 4 (Validity and Enforceability), 5.1 (Confidentiality), 6 (Liability) and 7.1 (Applicable Law) 7.4 Entire Agreement
This section explicitly expresses that the Technical Addendum is part of the Interchange Agreement. Of course, in the event of a dispute, some national laws allow the parties' mutual relationship to be taken into account when interpreting the Interchange Agreement. In addition, 7.1 stipulates that amendments to the Technical Addendum must be signed and given in writing; electronic messages alone are not sufficient. Amendments to the Technical Addendum are considered by technical experts in the field: the parties are therefore allowed to have these persons sign these amendments on their behalf. 7.5 Headings and Subheadings
This section provides general guidelines for structuring exchange agreements. When structuring, you should consider the content of the exchange agreement and, if appropriate: Participate in1. Confidentiality
The exchange of information in commercial transactions often requires the communication of confidential data related to the business of trading partners. This Agreement defines the obligations of the parties with respect to how data is handled. Compatible national laws may also define certain responsibilities related to the confidential treatment of information. Parties are encouraged to ensure that the confidentiality of information in electronic form is equivalent to that of the same information transmitted through other media. Under this section, the content of messages is not considered confidential unless otherwise specified. Trading partners may indicate the confidentiality of the information included in their messages through technical appendices or in specific messages. 5.2 Compliance with Laws
This section provides guidance on how parties should conduct their affairs to ensure the consistency of the content of any message with national laws, which may define or restrict the content of messages. In addition, some laws (such as data protection laws) restrict the cross-border communication of certain information.
5.2.1 requires each party to ensure that the content of messages is consistent with all legal requirements of the parties involved. Storage in this clause refers to the storage of data in messages, not the method of storing messages. This section does not require a trading partner to ensure that its messages are consistent with the laws governing another trading partner. However, the reserved subsections outline what a party should do if a message sent from one trading partner may cause the other trading partner to violate applicable laws when it is received or stored. First, notification is required (as specified in .6), and then the originator must avoid the violation of the law from happening again. For example, sending a message containing personal data from a country without data protection laws to a country that implements data protection laws. According to the country of protection law. 6 Liability
6.1 Force majeure
This section emphasizes the common intention of the parties to ensure the smooth progress of the electronic communication process by eliminating the risk and liability of unforeseen risks arising from the activities. 6.1 includes the idioms of many commercial agreements, which allow the parties to be exempted from liability when there are delays or failures caused by uncontrollable events. Of course, the parties may make more detailed provisions for events that they believe are beyond their control. Even if a foreseeable event such as a natural disaster occurs, the parties shall not be liable if the consequences of the event cannot be avoided or overcome. 6.2 Unconsidered losses
GB/T17629—1998
losses. These types of compensation for damages Money is often used to compensate for lost profits or to impose special sanctions for improper handling. This section does not govern certain types of damages imposed under the terms and conditions of other intermediary obligations between the parties. Some national laws may limit the restrictive nature of this section.
6.3 Liability of Third Parties
Many companies using EDI also obtain first-party services (often called value-added networks) to assist in completing the communications or related functions (for example, maintaining an electronic mailbox that can send messages or a record of the messages). A trading partner's choice of third party to provide services and the terms of the contract between them are beyond the control of the other trading partner. Therefore, 6.3.1 requires the trading partner to be responsible for the acts, failures or omissions of its third parties (6.3.1 applies to both the expansion and retention The situation where the trading partners use different third parties providing services also applies to the situation where the trading partners voluntarily choose to use the first party. In some cases, one trading partner can require another trading partner to use a specific first party providing services. In these cases, the liability for the actions of the third party providing services as provided in 6.3.2 shall be borne by the trading partner making the request. 7 General Provisions
This chapter includes provisions that frequently appear in many types of business arrangements. These provisions are not exclusive. Customs and practices in specific industries or regions may include other similar provisions. 7.1 Applicable Laws
In the absence of applicable laws and regulations governing the use of EDI, the establishment of an EDI agreement ensures the effectiveness and mandatory nature of EDI communications between the parties. Many legal systems may be able to achieve this. Trading partners should be encouraged to make their choice of national law governing the Agreement. Their choice may be affected by different national laws relating to computer confidentiality, data protection, cross-border data transfers or similar issues, but in most legal systems, the choice must be made by the parties. Conflicts may arise when using EI to conduct transactions under the pre-agreed agreement, and the exchange agreement specifies how such conflicts will be resolved. Some national laws may not adequately provide for certain regional agreements or regulations that the parties wish to apply to the technical agreement. In such cases, the parties are encouraged to add appropriate provisions. 7.2 Severability This section emphasizes the trading partners' desire that their obligations be fully enforceable but for special legal reasons: When one or more parts of this Agreement may be held invalid or unenforceable, this section ensures that the entire contract is not cancelled in such circumstances: 7.3 Termination The Exchange Agreement operates only when messages are being communicated between the parties. It does not require the use of EI at all times or for all business communications. This section ensures that the Trading Partners have the right to terminate the Interchange Agreement at any time: the non-terminating party is also guaranteed an appropriate period of time to establish a replacement procedure for communications, which in most commercial cases is 30 persons, but can be adjusted according to the agreement between the parties. Although 7.6 states that all notices must be given in writing, termination will not allow the Trading Partners to cancel the binding force of certain sections, in particular 2.5 (Security Facilities and Services), 2.6 (Storage of Records), 4 (Validity and Enforceability), 5.1 (Confidentiality), 6 (Liability) and 7.1 (Applicable Law) 7.4 Entire Agreement
This section explicitly expresses that the Technical Addendum is part of the Interchange Agreement. Of course, in the event of a dispute, some national laws allow the parties' mutual relationship to be taken into account when interpreting the Interchange Agreement. In addition, 7.1 stipulates that amendments to the Technical Addendum must be signed and given in writing; electronic messages alone are not sufficient. Amendments to the Technical Addendum are considered by technical experts in the field: the parties are therefore allowed to have these persons sign these amendments on their behalf. 7.5 Headings and Subheadings
This section provides general guidelines for structuring exchange agreements. When structuring, you should consider the content of the exchange agreement and, if appropriate:1. Confidentiality
The exchange of information in commercial transactions often requires the communication of confidential data related to the business of trading partners. This Agreement defines the obligations of the parties with respect to how data is handled. Compatible national laws may also define certain responsibilities related to the confidential treatment of information. Parties are encouraged to ensure that the confidentiality of information in electronic form is equivalent to that of the same information transmitted through other media. Under this section, the content of messages is not considered confidential unless otherwise specified. Trading partners may indicate the confidentiality of the information included in their messages through technical appendices or in specific messages. 5.2 Compliance with Laws
This section provides guidance on how parties should conduct their affairs to ensure the consistency of the content of any message with national laws, which may define or restrict the content of messages. In addition, some laws (such as data protection laws) restrict the cross-border communication of certain information.
5.2.1 requires each party to ensure that the content of messages is consistent with all legal requirements of the parties involved. Storage in this clause refers to the storage of data in messages, not the method of storing messages. This section does not require a trading partner to ensure that its messages are consistent with the laws governing another trading partner. However, the reserved subsections outline what a party should do if a message sent from one trading partner may cause the other trading partner to violate applicable laws when it is received or stored. First, notification is required (as specified in .6), and then the originator must avoid the violation of the law from happening again. For example, sending a message containing personal data from a country without data protection laws to a country that implements data protection laws. According to the country of protection law. 6 Liability
6.1 Force majeure
This section emphasizes the common intention of the parties to ensure the smooth progress of the electronic communication process by eliminating the risk and liability of unforeseen risks arising from the activities. 6.1 includes the idioms of many commercial agreements, which allow the parties to be exempted from liability when there are delays or failures caused by uncontrollable events. Of course, the parties may make more detailed provisions for events that they believe are beyond their control. Even if a foreseeable event such as a natural disaster occurs, the parties shall not be liable if the consequences of the event cannot be avoided or overcome. 6.2 Unconsidered losses
GB/T17629—1998
losses. These types of compensation for damages Money is often used to compensate for lost profits or to impose special sanctions for improper handling. This section does not govern certain types of damages imposed under the terms and conditions of other intermediary obligations between the parties. Some national laws may limit the restrictive nature of this section.
6.3 Liability of Third Parties
Many companies using EDI also obtain first-party services (often called value-added networks) to assist in completing the communications or related functions (for example, maintaining an electronic mailbox that can send messages or a record of the messages). A trading partner's choice of third party to provide services and the terms of the contract between them are beyond the control of the other trading partner. Therefore, 6.3.1 requires the trading partner to be responsible for the acts, failures or omissions of its third parties (6.3.1 applies to both the expansion and retention The situation where the trading partners use different third parties providing services also applies to the situation where the trading partners voluntarily choose to use the first party. In some cases, one trading partner can require another trading partner to use a specific first party providing services. In these cases, the liability for the actions of the third party providing services as provided in 6.3.2 shall be borne by the trading partner making the request. 7 General Provisions
This chapter includes provisions that frequently appear in many types of business arrangements. These provisions are not exclusive. Customs and practices in specific industries or regions may include other similar provisions. 7.1 Applicable Laws
In the absence of applicable laws and regulations governing the use of EDI, the establishment of an EDI agreement ensures the effectiveness and mandatory nature of EDI communications between the parties. Many legal systems may be able to achieve this. Trading partners should be encouraged to make their choice of national law governing the Agreement. Their choice may be affected by different national laws relating to computer confidentiality, data protection, cross-border data transfers or similar issues, but in most legal systems, the choice must be made by the parties. Conflicts may arise when using EI to conduct transactions under the pre-agreed agreement, and the exchange agreement specifies how such conflicts will be resolved. Some national laws may not adequately provide for certain regional agreements or regulations that the parties wish to apply to the technical agreement. In such cases, the parties are encouraged to add appropriate provisions. 7.2 Severability This section emphasizes the trading partners' desire that their obligations be fully enforceable but for special legal reasons: When one or more parts of this Agreement may be held invalid or unenforceable, this section ensures that the entire contract is not cancelled in such circumstances: 7.3 Termination The Exchange Agreement operates only when messages are being communicated between the parties. It does not require the use of EI at all times or for all business communications. This section ensures that the Trading Partners have the right to terminate the Interchange Agreement at any time: the non-terminating party is also guaranteed an appropriate period of time to establish a replacement procedure for communications, which in most commercial cases is 30 persons, but can be adjusted according to the agreement between the parties. Although 7.6 states that all notices must be given in writing, termination will not allow the Trading Partners to cancel the binding force of certain sections, in particular 2.5 (Security Facilities and Services), 2.6 (Storage of Records), 4 (Validity and Enforceability), 5.1 (Confidentiality), 6 (Liability) and 7.1 (Applicable Law) 7.4 Entire Agreement
This section explicitly expresses that the Technical Addendum is part of the Interchange Agreement. Of course, in the event of a dispute, some national laws allow the parties' mutual relationship to be taken into account when interpreting the Interchange Agreement. In addition, 7.1 stipulates that amendments to the Technical Addendum must be signed and given in writing; electronic messages alone are not sufficient. Amendments to the Technical Addendum are considered by technical experts in the field: the parties are therefore allowed to have these persons sign these amendments on their behalf. 7.5 Headings and Subheadings
This section provides general guidelines for structuring exchange agreements. When structuring, you should consider the content of the exchange agreement and, if appropriate:3 Third-party liability
Many companies using EDI also obtain the services of a first-party (often called a value-added network) to assist in the communication or related functions (for example, maintaining an electronic mailbox through which messages can be sent or a record of messages associated with the messages). A trading partner's choice of a third-party service provider and the terms of the contract between them are beyond the control of the other trading partner. Therefore, 6.3.1 requires the trading partner to be responsible for the actions, failures or omissions of its third party. (6.3.1 applies both to situations where the trading partners use different third-party service providers and to situations where the trading partners voluntarily choose to use a first-party service provider. In some cases, a trading partner may require another trading partner to use a specific first-party service provider. In these cases, 6.3.2 provides that the trading partner making the request is responsible for the actions of the third-party service provider. 7 General provisions
This chapter includes provisions that often appear in many types of business arrangements. These provisions are not unique or customary in a particular industry or region. and actual activities may include other similar items. 7.1 Applicable Law
In the absence of applicable laws and regulations governing the use of EDI, the establishment of an EDI agreement ensures the effectiveness and enforcement of EDI communications between the parties. Many legal systems may be able to achieve this. Trading partners should be encouraged to comply with the national laws that govern the establishment of this agreement. Their choice may be affected by different national laws, which may be related to computer confidentiality, data protection, cross-border data transmission or similar issues. However, in most legal systems, the choice must be made by the parties to resolve disputes that may arise when using EI to conduct transactions in accordance with the pre-agreement, and therefore the exchange of agreements in person. Provides for how such conflicts are to be resolved.
Some national laws may not adequately provide for certain regional agreements or regulations that the parties wish to apply to the Technical Agreement.
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