Remote contracting and e-communication with public authorities is welcomed by companies and clients
Do you need to conclude a contract remotely or communicate with public authorities without physically going to their offices? If you are planning to transfer your business into the digital environment, read our overview of the most important aspects of e-contracting and remote communication.
Various options of remote contracting
The Czech law applies the principle of informality of legal acts, which means that everyone can choose their preferred form of a legal transaction, unless otherwise stipulated by law (e.g. in case of real estate transfers or apartment rent transfer) or by arrangements previously made by the parties. Therefore, most contracts may be concluded even orally (by phone). However, due to better demonstrability, most parties prefer concluding written agreements.
It is possible to perform valid written legal acts electronically as well. As for a signature, parties may simply append data to the content of the act that they wish to sign. This may include writing one’s surname at the end of an e-mail, ticking a box in an online environment or sending a scan of one’s handwritten signature. However, none of these ways are recommended for important contracts, because it is almost impossible to determine in practice who actually performed the legal act and whether the document has not been edited in the meantime. In less important contracts, this legal risk can be mitigated by an appropriate business transaction setup (e.g. advance payments or subscription payments for services).
A more reliable form of e-contracting in terms of provability would be achieved by advanced, recognised or qualified signatures or by concluding the contract through the Czech governmental data box service.
Various commercial services in the area of remote contracting have become a significant trend. Some of them offer an option of document signing only at a level corresponding to the above-mentioned writing of one’s surname at the end of an e-mail or ticking a box. Other services of this type, however, also offer premium signing options, which, as claimed by the respective service operator, represent an advanced signature or even superior form.
To acquire a qualified signature or the specific Czech category of recognised signature, it is necessary to obtain qualified signing certificates with a limited time validity from one of the certification authorities. Authentication (usually a physical one) of the applicant’s identity is part of the process.
E-communication with authorities and courts
In case you need to communicate electronically with state authorities, local authorities or courts, you may send an e-mail signed with (at least) recognised electronic signature; or you may submit a document via the data box service. If you do so via your own data box account, there is no need to attach your electronic signature and the submission is delivered almost immediately.
In case of courts, submissions may also be made through a web application of the Ministry of Justice – ePodatelna – or by filling out a respective e-form (e.g. public register applications, applications for an electronic order for payment or selected applications in insolvency proceedings).
The use of data box service between private entities
Data box service may also be used for communication between private entities. Data box service serves as an electronic delivery service with sender authentication (similarly to sending a registered letter). Unlike communication with public authorities, however, you cannot rely on a specific delivery date (the message is delivered only when a recipient logs into the data box interface).
For communication between private entities, several conditions need to be met. First, you need to obtain a data box account. Then it is necessary to enable receiving of private messages (Settings > Credit and additional services > Reception of Postal Data Messages). Since most businesses had not activated this option in the past, this had been a significant obstacle to remote contracting via data box service. The situation has improved this year, but it is still far from perfect. However, nothing prevents parties from possibility to agree on mutual activation of the receiving of private messages option prior to dealing with each other. Whereas receiving messages is free, sending them is often subject to a charge (with Covid lockdown exemptions announced by the government from time to time). It is also important to keep in mind that under the default settings, data box inbox does not store received documents and incoming messages for more than 90 days from their receipt. If data box service is to be used for e-contracting, it is advisable to purchase an additional service that activates a ‘data vault’, which stores messages in the data box interface for a longer period of time.
Receiving a contract signed with a recognised or a qualified electronic signature
If your business partner sends you an electronically signed contract, it is necessary to take the following steps. First, it is necessary to verify whether the signature is a recognised or qualified one or a signature of a lower level. Standard computer programs (e.g. for reading PDF) allow you to view the signature’s details, including whether the signature is based on a qualified certificate, whether it is a certificate for electronic signatures and whether it was possible to verify the validity of the signature. If this information is included in the document, the contract is signed in reasonably trustworthy manner possible. There is no need to print such a contract or ask for a handwritten signature.
However, be careful about contracts concluded for a longer period of time, e.g. for several years. It is necessary to keep in mind that the possibility to verify the validity of the signature diminishes in time (because of the limited time validity of signature certificates). If you need to archive the contract, we recommend attaching a qualified time stamp to the contract before the certificate expires to ensure the integrity of the document, especially in case of a possible dispute concerning the content of the contract. The procedure always needs to be repeated before the time stamp certificate expires. An even safer solution is using special archiving services offered by commercial providers.
Electronically signed documents from abroad
Presently, electronic signatures are largely standardised across the EU under the eIDAS Regulation. In accordance with eIDAS Regulation, a qualified electronic signature from one member state is explicitly recognised as a qualified signature in all other EU member states. However, signatures of lower level from one member state usually meet the requirements for the respective signature type in other states, since the same rules are applied to them.
Electronic employment documents
It is formally possible to sign employment documents electronically, but the Labour Code imposes further conditions that may present an important obstacle to extending electronic contracting to employment relations. What is worth mentioning is that there are relatively strict rules for electronic delivery, according to which an employee must explicitly consent to electronic delivery in writing, the document must be signed with at least a recognised electronic signature and an employee is obliged to confirm the receipt within three days by sending a message signed with his recognised electronic signature.
What documents may not be signed electronically?
Presently, it is not possible to sign documents for which an officially certified signature is required under the Authentication Act or which must have the form of a notarial deed. It is thus impossible to e-sign, for example, certain acts regarding the foundation, changes or dissolution of corporations, alterations to matrimonial property or alimony for the period following a divorce, or an application for opening a data box and establishing a qualified electronic signature.
Furthermore, it is not possible to e-sign documents that need to have a physical form or that are legal instruments by nature, especially securities such as bills of exchange or cheques.