Includes: Online business to business transactions Online business to consumer transactions Digital delivery of products and services Online

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2 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 systems

3 Law of contracts Issues for e- commerce

4 Offer Acceptance Intention to enter legal relations Consideration Legal capacity Genuine consent

5 Clear statement of terms Person who makes it is prepared to be bound Not just an invitation to treat

6 Unqualified agreement to terms of offer Express or inferred by conduct Can t be forced on unwilling person

7 Contract formed at time and place the acceptance is communicated to offeror

8 Can be revoked prior to acceptance Revocation must be communicated to offeror

9 Essential parts of contract must be clear and complete Courts may imply a meaning Uncertain term can be severed

10 Valuable consideration Passing between parties to contract Can t be unlawful or immoral

11 Express Inferred from the circumstances Must be genuine consent - not obtained under duress

12 Age Intellectual capacity

13 Express Implied

14 Oral or written Writing required under statute eg for sale of land

15 Identity and 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 Agreement on electronic payment system Security of information exchanges Consequences on breach Storing electronic data to prevent alteration

17 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 Validates electronic transactions Given in writing met electronically now Govt can specify technology requirements Business requirement valid only with consent Signatures-parties free to agree on method Production and retention of documents Method must ensure integrity and accessibility Time and place of dispatch and receipt of communications

19 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 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 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 Sole trader Partnership Company Trust

23 All profits All losses All liabilities Own name or choose business name Register business name

24 Carrying on a business In common With a view to profit Established by written agreement, oral agreement or conduct

25 Partnership Act 1892 (NSW) Corporations Law: Not more than 20 partners (except doctors, solicitors and accountants)

26 Profit sharing Joint and several liability Fiduciary duties to partners

27 Corporations Act Artificial legal entity Liability of members can be limited

28 Constitution Directors duties Limits on raising money from the public

29 The corporate veil Lifting the veil: fraud, agency, paying more dividends than profit, incurring debts when company insolvent

30 Form a company by: Registering name Lodge application with ASIC Registered office Names of directors and members

31 Where are you getting your money from? What is your risk/liability? Who will be in control? What are the ongoing costs?

32 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 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 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 ICANN has the UDRP for.com etc domains.

35 Trade Marks Personality Rights Place Names Tension with domain names Reverse domain name hijacking cybersquatting