The article addresses legal aspects related to understanding standard form contracts, distinguishing between standard form contracts and general terms and conditions, and whether standard form contracts require registration. It also provides some notes on using standard form contracts and the procedures for registering them, as explained by Tuyet Nhung Bui Law Firm for reference purposes.
1. Understanding standard form contracts?
According to Clause 1, Article 405 of the 2015 Civil Code, a standard form contract is a contract with terms pre-drafted by one party for the other party to respond to within a reasonable period. When the offeree accepts the offer, it means they have agreed to all the terms of the standard form contract provided by the offeror. A standard form contract must be made public so that the offeree is aware of or should be aware of its contents.
2. Distinguishing standard form contracts from general terms and conditions?
It can be observed that both general terms and conditions and standard form contracts in contract formation involve pre-prepared content provided by one party, which becomes part of the contract if the other party accepts it. This approach facilitates convenient, efficient, and cost-effective contract formation for the involved parties.
Both general terms and conditions and standard form contracts offer a high degree of stability and standardization, enabling swift contract formation and minimizing potential disputes.
Although the purposes of general terms and conditions and standard form contracts in contract formation are relatively similar, there are key differences between the two concepts:
General terms and conditions are presented as rules or provisions reflecting the unilateral intent of the offeror. They are standardized, unalterable, and prepared in advance.
Standard form contracts, while essentially contracts, represent an agreement between the parties.
A prominent characteristic of standard form contracts is the clear expression of the intentions of both parties, with a mutual desire to enter into a contractual relationship and accept the contract terms. However, the offeree’s intent is only expressed through their decision to participate or not participate in the contract. The agreement in such transactions is more formal in nature.
3. Is a standard form contract required to be registered?
According to regulations on controlling standard form contracts and general terms and conditions under Clause 1, Article 28 of the 2023 Law on Consumer Protection, the following is clearly stipulated:
Organizations and individuals engaged in the business of products, goods, or services that are frequently and continuously purchased and used by consumers, having a direct and long-term impact on consumers, must register standard form contracts and general terms and conditions with the state authority responsible for consumer protection before using them for agreements with consumers.
Based on socio-economic conditions and the need to protect consumer rights during each period, the Prime Minister shall issue or amend the list of products, goods, and services requiring registration of standard form contracts and general terms and conditions.
Accordingly, Decision No. 07/2024/QĐ-TTg has been issued, accompanied by a list of products, goods, and services requiring registration of standard form contracts and general terms and conditions, including:
+ Supply of electricity for household purposes
+ Supply of domestic water
+ Pay television services
+ Terrestrial mobile telecommunications services (voice, messaging, and Internet access)
+ Terrestrial fixed telecommunications services (voice and Internet access)
+ Passenger transportation by air
+ Passenger transportation by rail
+ Purchase and sale of apartments in residential buildings
4. Some notes when signing a standard form contract?
According to Clauses 2 and 3, Article 405 of the 2015 Civil Code, which regulates standard form contracts, parties should take note of the following points before signing such contracts:
Carefully review all terms in the standard form contract
Standard form contracts consist of pre-drafted terms that reflect the intentions of the offering party. When one party is proposed to enter into a standard form contract, they can only accept the contract in its entirety and have no right to accept it partially or request modifications. Therefore, before signing, all parties must carefully read the terms to fully understand their rights and obligations under the contract.
Clarify ambiguous terms in the standard form contract
If a standard form contract contains unclear provisions and the parties have not reached a mutual understanding of these terms, any disputes that arise will disadvantage the offering party in the interpretation of the contract, as per Clause 2, Article 405 of the 2015 Civil Code. Hence, the party proposed to sign the contract can request the offering party to explain unclear points in the agreement.
Pay attention to liability clauses in the contract
Liability clauses in a standard form contract may be deemed invalid in the following cases:
+Clauses exempting the offering party from liability when the law requires them to bear responsibility.
+ Clauses that increase the liability of the proposed party or eliminate their lawful rights.
5. The procedure for registering a standard form contract?
Based on the provisions in Articles 6-16 of Decree No. 55/2024/ND-CP, the procedure for registering a standard form contract is as follows:
Step 1: Prepare the registration dossier for the standard form contract
The registration dossier for the standard form contract includes the following documents:
A registration application for the standard form contract and general terms and conditions, using Form No. 02 in the Appendix issued with this Decree.
A draft of the standard form contract and general terms and conditions in Vietnamese.
Step 2: Submit and receive the dossier
The registration dossier for the standard form contract can be submitted directly, via mail, or electronically to the Ministry of Industry and Trade or the Department of Industry and Trade, depending on the specific case:
Dossiers under the jurisdiction of the Ministry of Industry and Trade: This applies when the standard form contract and general terms and conditions are applied across two or more provinces or centrally-run cities.
Dossiers under the jurisdiction of the Provincial People’s Committee – Department of Industry and Trade: This applies when the standard form contract and general terms and conditions are only applied within the province or centrally-run city.
Step 3: Review the dossier
The competent authority will review the dossier within 30 days from the date of receiving a valid dossier, as stipulated in Article 9 of this Decree, and may extend the review period by up to 30 additional days in case of a complex dossier. In the event of an extension, the competent authority must promptly notify the business organization or individual of the extension time and reasons.
During the review process, the competent authority has the right to request the business organization or individual to provide explanations regarding necessary issues related to the registration content.
Step 4: Complete the registration of the standard form contract
If the business organization or individual’s dossier complies fully with the regulations in Article 11 of this Decree, the competent authority will notify the completion of the standard form contract and general terms and conditions registration, using Form No. 04 in the Appendix issued with this Decree. If the dossier does not fully comply, the competent authority will notify the results of the review and the reasons why the registration has not been completed, using Form No. 05 in the Appendix issued with this Decree.
After completing the registration procedure, information about the business organization or individual and the registered standard form contract and general terms and conditions will be publicly announced and stored on the electronic portal of the competent authority. The business organization or individual is responsible for publishing this information at their headquarters, business locations, and on their electronic portal or application software (if any) for the duration that the standard form contract and general terms and conditions are applied.
Tuyet Nhung Bui Law Firm provides a team of professional and experienced lawyers who handle real-life cases in the civil law field. For consultation, hiring a lawyer to protect your legal rights and interests in civil cases, or to represent you through a power of attorney, please contact our hotline at 0975.982.169 or send your inquiry via email to lienhe@tuyetnhunglaw.vn for assistance.