internet business processing and contracts

Second Contract
Have you found suppliers and customers and will they agree, then this agreement is a contract legally. Form and content of contracts in the B2B business are largely free.

2.1 Electronic declaration of intent
A contract is concluded when the mutual declarations of will coincide [13]. The determining factor is the expression, not the will. Electronic statements are admissible. It is not only the electronic transmission legally binding, but also the automated receiving, processing and responding to, for example, the automatic check whether the customer paid on time until now, and if an item is available, and the subsequent confirmation. The fact that no one participates or engages, is irrelevant. Such statements are attributable to the sender without further notice. So tune the electronic order and electronic confirmation match, the contract closed.

The presentation of goods and services are on a site are generally not as an unconditional offer. The contract is usually only materializes when the supplier accepts the order.

In order to obtain legal certainty, put on some principles of European law. Then the provider must immediately confirm an order electronically, with the order and the receipt to have been received if the recipient can retrieve it. In addition, a vendor fair, effective and accessible technical means are available, which can be detected with an input errors before submitting the order and corrected [14].

2.2 Digital Signature
Electronic commerce would significantly safer if the statements were digitally signed (Public Key Infrastructure). With the help of an asymmetric encryption method that is able to identify (reliability of sender, server and program), integrity (no corruption of data), and are guaranteed for mutual use and discretion.

As a convenience to the traffic in the right (qualified) electronic signature of a handwritten signature on an equal footing [15]. Wherever that is, where the law requires written form (in the B2B business rather rare), or if the parties provide for their legal relations of the written form, a handwritten signature is necessary. But that is just the electronic data exchange is not possible. The desire for equality of a digital signature with the handwritten signature is therefore understandable.

Although the technical and economic advantages of the digital signature are evident, the legal consequences can be estimated a little. A legal fiction of equality entails the digital signature with the handwritten hidden insecurities. While with the handwritten signature of the nature itself shapes the characteristics of the digital signature must be notarized by a third party that the private key belongs to the person named. The digital signature is thus - unlike the handwritten signature - transferable. A signed declaration of deed may be forged, the digital is not signed.This is not abused by fake, but by fraudulent acquisition of a certificate, by stealing the secret key or by cracking of access protection. Developed in this context special liability rules determine "the legal imperfection" of the digital signature open.

2.3 Amendments Law
It is hardly conceivable that the parties shall be governed in all legal aspects of a deal. Supplier and buyer is not now sit in the same state or jurisdiction, the question arises which national legislation is applicable to the contractual relationship. Here, the parties may in the B2B market - unlike in the consumer sector - the right to choose freely [16].

In the absence of contractual choice of law of that nation, which has the closest relationship with him [17], usually where the party is established, which provides the characteristic performance is below. This is at the right goods and services of the supplier. Shipments of goods among businessmen (purchase and service delivery) occurs in most cases take the place of the national commercial law provisions, the United Nations Convention on the Sale of Goods (known as the Vienna Sales Convention) [18]. This software is a commodity standard [19].

2.4 Business Conditions on the Web
Often sets the provider with additional rules established for the transaction and list them on the website. Such terms and conditions of the contract only if they are accepted by the other party [20]. The prerequisite is that the terms and conditions are perceived by the customer aware that they are not hiding places, but are clearly visible, that the customer does not find many links they have, and that they are unlikely to be extensive.

With these foundations given, it should be possible in the B2B sector, agree to the terms, conditions, and validated by a reference to the website. In the countries of the EU and the EEA requires that these terms and conditions the recipient must be provided that allows him to store and reproduce [21].

Terms and conditions are also effective if a customer does not read. Because in practice this is often the case, has the right to protect the customer develop the principle that unusual or unexpected clauses are invalid [22] or, at best, then one can gain advantage, especially if they are graphically highlighted. As unusual provisions apply to foreign business and are associated with this relationship not to be expected.

In other respects the terms and conditions must also be addressed on the Internet according to the requirements of fairness [23]. Foreign jurisdictions have this requirement in part, in fairness very specific rules adopted 24].

2.5 Framework Agreements for the electron. Data exchange
Two business partners who are regularly in contact via Internet exchange services, and govern their business relationships are often in a framework agreement. In it, the questions may be clarified, which arise in carrying out business over the Internet.Are known to the agreements for Internet banking. These framework agreements are also suitable for quoting and ordering processes between wholesalers and retailers. A special case of a framework agreement is the so-called "Electronic Data Interchange," in which not only suppliers and users, but also involved with the payment or third party financial institutions.

Third Performance
If the contract is completed, the benefits are usually exchanged outside of the Internet. Only services are in digitalized form at all network connections. The digital money has been invented, but still not in use.

3.1 Digital Product
To digital information products are in the form of text, graphics and images, music and other acoustic signals, and software. All of these products is less of a material rather than a spiritual self-content. Unless they are the result of intellectual creation, and have individual character, they are protected by copyright law [25]. The copyright protection, however, refers to the form, not the rational statement.Copyrighted works may perceived, but will not be used without permission of the copyright holder or altered [26].

With the passing of a digital output is the supplier's consent for use. The scope of powers is often used in the license conditions defined in [27]. Where special rules are missing, is the purpose of transfer theory [28]. The contents of the rights is determined by the purpose. The buyer of intellectual property and use rights receive no further powers than they are to achieve the apparent purpose of the contract required.

3.2 Software
On the Internet a lot of software is available for commercial use. Such computer programs are usually protected by copyright [28]. Although they also have an individual character, but the requirements are not particularly high this [29].

Any use of such software requires the consent of the author. In contrast to the general rule, namely the personal use of computer programs is not allowed [30].However, if such software with no special protection on the Internet is accessible, a user can possibly accept the agreement for the download.

Supplier of computer programs should therefore make it clear, retrieve the conditions under which an Internet user may use the software. Are also recommended technical measures to ensure that compensation paid software can be used only for payment, or to protect computer programs from being copied to.

Notes
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So-called principle of impact; see Article 136 of the Switzerland Federal Law on Private International Law (PILA)
Article 5 of European Directive 2000/31/EC on electronic commerce
Article 5 of European Directive 2000/31/EC on electronic commerce
Article 7 of European Directive 2000/31/EC on electronic commerce
This principle is universal in Europe in Article 4 of the Federal Act on Data Protection (DSG)
Article 3 lit. c DSG
Article 3 lit. d DSG
Article 18 of European Directive 95/46/EC on data protection
Article 11, paragraph 3 DSG
This general principle of contract law is in Article 1 Swiss Code of Obligations (OR)
Article 11 of European Directive 2000/31/EC on electronic commerce
Article 9 of European Directive 2000/31/EC on electronic commerce; Article 5 European Directive 1999/93/EC on electronic signatures, see also Model Law of the UN Commission on Trade Law (UNCITRAL Model Law on Electronic Commerce) for the Switzerland draft Federal Law on Electronic Signatures (BGES) with proposed amendment to the OR.
Excluded right choice for certain consumer transactions pursuant to paragraph 2 of Article 120 PILA, generally for contracts choice of law in accordance with Article 116 PILA
This general principle has been incorporated in Article 117 PILA
Article 1 and Article 2 of the United Nations Convention on Contracts for the International Sale of Goods (CISG)
Burghard Piltz, International Sales Law, Munich 1993, § 2 N. 47 p. 30 ff
In Switzerland, discharge from the principle of Article 1 CO; in Germany, § 2 of the Act governing the right of the General Terms and Conditions (T & C Act)
Article 10 paragraph 3 European Directive 2000/31/EC on electronic commerce
Court practice in Switzerland, in Germany § 3 Conditions Act
Article 8 of the Federal Act against Unfair Competition (UWG)
§ 10 and § 11 German AGB-law
This globally applicable legal principle is enshrined in Article 2 of the Federal Law on Copyright and Neighboring Rights (Copyright Law, Copyright Law).
Article 10 of Copyright Law
Terms and Conditions as possible on the Web, see para. 2.4.
Purpose of the transfer theory based in Switzerland, Article 16, paragraph 2 URG, which in any doubt, the transfer of a part of copyright law does not lead to the transition part of other rights.
Article 2 URG, European Directive 91/250/EEC on the protection of computer programs, Article 10 of GATT / WTO Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS) of 15 April 1994 (Uruguay Round).
For Switzerland, see Article 19, paragraph 4 URG.