E-mail clause in the contract

At the conclusion of and In the implementation of economic contracts to optimize time and human resources, it is often necessary to transmit information (sending applications, acts, reports, etc.) by electronic correspondence, including the use of e-mail. To prevent undesirable risks, of course, it is best to make a reservation in the contract itself about the e-mail addresses from which such correspondence can be made and to determine in which situations such correspondence will be used by the parties to the transaction. Such a reservation must clearly indicate the e-mail addresses from which such correspondence may be made. The issue of concluding an agreement in electronic form, as well as the further implementation of the agreement using electronic correspondence has its own characteristics and requires detailed discussion.

According to Article 205 of the Civil Code of Ukraine, transactions may be made orally or in writing (electronically). The parties have the right to choose the form of the transaction, unless otherwise provided by law. An act for which the law does not establish a mandatory written form is considered committed if the conduct of the parties proves their will before the relevant legal consequences.

According to Article 207 of the Civil Code of Ukraine, a transaction is considered to be made in writing if its content is recorded in one or more documents (including electronic), in letters, telegrams exchanged by the parties, or sent by them to the information and telecommunications system used by the parties. If the content of the transaction is recorded in several documents, the content of such a transaction may also be recorded by reference in one of these documents to other documents, unless otherwise provided by law. A deed is considered to be made in writing if the will of the parties is expressed by teletype, electronic or other technical means of communication. 

What to consider in the caveat:

- that the parties have reached an unequivocal agreement on such correspondence;

- prescribe in detail in which situations e-mail can take place;

- clearly indicate the e-mail addresses from which correspondence can be made and correspond with the use of these e-mail addresses;

- indicate the authorized persons who can use e-mail;

- it is desirable to identify e-mail addresses and authorized employees by name and domain for postal addresses owned by the company (for example, the company LLC "SYSTEMA" indicated its authorized employee Ivanov Peter and noted in the warning to the contract e-mail [email protected]);

- clearly state the moment from which the e-mail will be considered received by the parties;

- it is obligatory to prescribe that the documents sent by e-mail have full legal force until the moment of exchange of originals.

At the same time, it should be remembered that the contract is binding on the parties (Article 629 of the Civil Code of Ukraine).

At the same time, according to Article 6 of the Civil Code of Ukraine, the parties have the right to enter into an agreement that is not provided by acts of civil law, but meets the general principles of civil law. The parties have the right to settle in the contract which is provided by acts of the civil legislation, the relations which are not settled by these acts. The parties to the contract may derogate from the provisions of civil law and settle their relations at their discretion. 

At the same time, Article 627 of the Civil Code of Ukraine states the principle of freedom of contract:  according to  Article 6  of this Code, the parties are free to enter into a contract, choose a contractor and determine the terms of the contract, taking into account the requirements of this Code, requirements of reasonableness and fairness.

The content of the contract consists of conditions (clauses) determined at the discretion of the parties and agreed by them, and conditions that are mandatory in accordance with acts of civil law (Article 628 of the Civil Code of Ukraine).

You can download the reservation for any agreement in Ukrainian, Russian and English at the link