Informal agreement - website postings

riveratom

Hi guys,

I own and run a website and I am hiring a few people to manage / post content to the website on an ongoing, informal basis. They will be paid a very modest fee to do this.

I have drawn up a two page terms / guidelines document for them, specifying what's required and the terms of the arrangement. My question: do I have to have them sign the document and return it to me to make the agreement official, or will just having them confirm over email that they agree to it make it official?

Thanks

riveratom

Anyone? Is acceptance of terms over email (instead of an actual signature) sufficient?

Peregrinus

Very few contracts need to be formed in writing. Normally, the reason you get someone to sign a contract is to make proving the terms of the contract, and the other bloke's acceptance of them, a straightforward matter if you have to take him to court to enforce the contract.

In this case I doubt you envisage taking anyone to court in order to enforce the contract against him. The main value of writing down the terms of the contract is to make sure that you are both clear about what you are expected to do, and what he is expected to do. For this purpose you need him to read the contract, but you don't need a signature in ink. His e-mailed acknowledgment will be fine.

amen

In this case I doubt you envisage taking anyone to court in order to enforce the contract against him.

But what happens if the op gets sued because his moderator did not follow the guidelines and the op doesn't have a signed sheet of paper or does the email cover him ?

tricky D

Regular email for contracts does not suffice under challenge. You need a PKI setup which satisfies conditions of the E-Commerce Act 2000 for the contract to be properly enforceable (privacy/confidentiality, authenticity, integrity and non-repudiation). PKI is an encryption and digital signing infrastructure. There's also options using an SSL-enabled website form which should also satisfy the contract enforceability requirements.

234

tricky D wrote: »

Regular email for contracts does not suffice under challenge. You need a PKI setup which satisfies conditions of the E-Commerce Act 2000 for the contract to be properly enforceable (privacy/confidentiality, authenticity, integrity and non-repudiation). PKI is an encryption and digital signing infrastructure. There's also options using an SSL-enabled website form which should also satisfy the contract enforceability requirements.

Source?

Peregrinus

amen wrote: »

But what happens if the op gets sued because his moderator did not follow the guidelines and the op doesn't have a signed sheet of paper or does the email cover him ?

Neither an e-mail nor a signed contract will be of much use in that situation. If the OP is running a website - let's say boards.ie - and it's run in such a way that a third party is injured - let's say somebody is defamed - and is entilted to damages, the third party will sue the OP for publishing the defamatory statement on his website. It's no defence, in this situation, for the OP to say "I paid Moderator to screen out defamatory material, and he failed to do what he agreed in that regard". OP runs the website; it was his decision to offload some of the work to Moderator, but he still has to accept responsibility for all the work. The contract might help him get a contribution from Moderator towards damages owed to the third party, but it won;t help him avoid liablity to third party.

Tricky D makes the point that an e-mail might not create a contract enforceable at law. I'm not convinced; given that the contract can be entirely oral and still be perfectly valid, I don't see why it wouldn't be valid if created by exchange of e-mails. There might be a problem proving the contract, but that's a different matter.

But assume that Tricky D is correct. Even if its true that the contract may not be enforceable, OP needs to decide if this is a problem. If he cannot imagine circumstances in which he would wish to enforce the contract in court, then there's a limit to how much trouble he will take, or how much money he will spend, in order to make it enforceable.

Most contracts are not intended to be sued on; they're intended to be performed, and in 99.9% of cases that's exactly what happens. If an exchange of e-mails is sufficient for OP and Moderator to understand clearly what each will do, and what each can expect the other to do, then that's 99% of what most contracts do. It's for the OP to decide whether the remaning 1% is important to him.

tricky D

Peregrinus wrote: »

Tricky D makes the point that an e-mail might not create a contract enforceable at law. I'm not convinced; given that the contract can be entirely oral and still be perfectly valid, I don't see why it wouldn't be valid if created by exchange of e-mails. There might be a problem proving the contract, but that's a different matter.

Regular plain text email is far too easily alterable which would undermine the authenticity, integrity and non-repudiation required for a valid electronic based agreement. Satisfying those matters and confidentiality is pretty much the point of the E-Commerce Act 2000.

234 wrote: »

Source?

http://ictlaw.com/ecommerc/e-commerce-transactions/
http://www.byrnewallace.com/Media/Publications/Publications_List/Guide_to_the_Electronic_Commerce_Act,_2000/
http://www.irishstatutebook.ie/2000/en/act/pub/0027/print.html

234

tricky D wrote: »

Regular plain text email is far too easily alterable which would undermine the authenticity, integrity and non-repudiation required for a valid electronic based agreement. Satisfying those matters and confidentiality is pretty much the point of the E-Commerce Act 2000.



http://ictlaw.com/ecommerc/e-commerce-transactions/
http://www.byrnewallace.com/Media/Publications/Publications_List/Guide_to_the_Electronic_Commerce_Act,_2000/
http://www.irishstatutebook.ie/2000/en/act/pub/0027/print.html

None of that is applicable to the scenario outlined by the OP. The only section of the E-Commerce Act relevant to the OP is s.19. The sections which impose higher standards in respect of electronic signatures mostly apply to public bodies.

You can agree to a contract without signing it, so yes, an email exchange can be evidence of agreement per s.19. Irish law allows most contracts to be made informally, without any need for signatures or seals.

Also, your sources are hardly consistent. The first actually mentions a UK case holding that a simple, electronically printed signature is sufficient.

riveratom

Peregrinus wrote: »

Very few contracts need to be formed in writing. Normally, the reason you get someone to sign a contract is to make proving the terms of the contract, and the other bloke's acceptance of them, a straightforward matter if you have to take him to court to enforce the contract.

In this case I doubt you envisage taking anyone to court in order to enforce the contract against him. The main value of writing down the terms of the contract is to make sure that you are both clear about what you are expected to do, and what he is expected to do. For this purpose you need him to read the contract, but you don't need a signature in ink. His e-mailed acknowledgment will be fine.

This makes the most sense to me, seems like common sense and I don't foresee any issues with these initial contributors. Anything more would seem like overkill. It's just to ensure we are all on the same page and to outline the terms of payment, termination of agreement, etc.