Amity School of Engineering & Technology

Doing Business in the

Information Age

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 Amity School of Engineering & Technology

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 systems
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 Amity School of Engineering & Technology

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

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 Amity School of Engineering & Technology

Offer
» Clear statement of terms
» Person who makes it is prepared to be
bound
» Not just an “invitation to treat”

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 Acceptance
Amity School of Engineering & Technology

» Unqualified agreement to terms of offer

» Express or inferred by conduct
» Can’t be forced on unwilling person

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 Time of creation of contract
Amity School of Engineering & Technology

» Contract formed at time and place the

acceptance is communicated to offeror

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 Termination or
Amity School of Engineering & Technology

revocation of offer

» Can be revoked prior to acceptance

» Revocation must be communicated to
offeror

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 Certainty
Amity School of Engineering & Technology

» Essential parts of contract must be clear

and complete
» Courts may imply a meaning
» Uncertain term can be “severed”

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 Consideration
Amity School of Engineering & Technology

» Valuable consideration
» Passing between parties to contract
» Can’t be unlawful or immoral

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 Intention
Amity School of Engineering & Technology

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

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 Capacity Amity School of Engineering & Technology

» Age
» Intellectual capacity

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 Terms and conditions
Amity School of Engineering & Technology

» Express
» Implied

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 Formalities
Amity School of Engineering & Technology

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

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 Practical concerns
Amity School of Engineering & Technology

for e-commerce deals

» 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)

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 Practical Concerns for
Amity School of Engineering & Technology

e-commerce deals(2)
» Agreement on electronic payment system
» Security of information exchanges
» Consequences on breach
» Storing electronic data to prevent alteration

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 Electronic Transactions Act
Amity School of Engineering & Technology

» 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

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Electronic Transactions Act(2)
Amity School of Engineering & Technology

» 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

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 Electronic Transactions(3)
Amity School of Engineering & Technology

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

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 Electronic Transactions (4)
Amity School of Engineering & Technology

» 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

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 Making a contract
Amity School of Engineering & Technology

» 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?

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 Setting up a
Amity School of Engineering & Technology

business entity

» Sole trader
» Partnership
» Company
» Trust

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 Sole trader
Amity School of Engineering & Technology

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

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 Partnership
Amity School of Engineering & Technology

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

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 Partnership
Amity School of Engineering & Technology

» Partnership Act 1892 (NSW)

» Corporations Law: Not more than 20 partners

(except doctors, solicitors and accountants)

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 PartnershipAmity School of Engineering & Technology

» Profit sharing

» Joint and several liability

» Fiduciary duties to partners

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 CompaniesAmity School of Engineering & Technology

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

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 Companies
Amity School of Engineering & Technology

» Constitution

» Directors duties

» Limits on raising money from the public

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 Companies Amity School of Engineering & Technology

» The “corporate veil”

» Lifting the veil: fraud, agency, paying more

dividends than profit, incurring debts when
company insolvent

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 CompaniesAmity School of Engineering & Technology

Form a company by:

» Registering name
» Lodge application with ASIC
» Registered office
» Names of directors and members

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 Which structure?
Amity School of Engineering & Technology

» Where are you getting your money from?

» What is your risk/liability?
» Who will be in control?
» What are the ongoing costs?

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 What is a domain name Amity School of Engineering & Technology

» 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)

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Domain name registration inAmity School of Engineering & Technology

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..

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 Domain Names (cont)
Amity School of Engineering & Technology

» 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.
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 Domain Names and otherAmity School of Engineering & Technology

business identifiers
» Trade Marks
» Personality Rights
» Place Names
» Tension with domain names
Reverse domain name hijacking
cybersquatting

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