1. Requirements for contracts with consumers, standard contracts, general terms of transaction
Decree No. 99/2011/ND-CP only sets out general requirements for standard contracts and general transaction conditions with two basic groups of requirements: (i) the language used must be Vietnamese, the content must be clear and easy to understand; font size must be at least 12 and (ii) the paper background and ink color showing the content of the standard contract and general transaction conditions must contrast with each other.
Not only with standard contracts and general transaction conditions, Decree No. 55/2024/ND-CP has set requirements for contracts with consumers - that is, even contracts formed on the basis of direct negotiations between the two parties. Not only that, these requirements are more specific in terms of language, form and content; at the same time, they are also more flexible to suit the characteristics of electronic documents compared to traditional printed documents.
Specifically, Article 6 of Decree 55/2024/ND-CP sets out the requirements for contracts with consumers, standard contracts, and general transaction conditions as follows:
(i) Regarding language: the language used is Vietnamese and it is possible to agree to use other languages according to the provisions of Clause 2, Article 23 of the Law on Consumer Protection (Clause 1, Article 6 of Decree 55/2024/ND-CP). Decree 55/2024/ND-CP adds "other languages" to the language requirements, in accordance with the agreement of the parties as well as the new provisions in Clause 2, Article 23 of the Law on Consumer Protection 2023.
(ii) About form:
- In the case of a paper document, the smallest font size is 12 in Times New Roman or equivalent font size (Clause 2, Article 6 of Decree 55/2024/ND-CP). Decree 55/2024/ND-CP requires a minimum font size of 12 in Times New Roman, and allows equivalent font sizes in cases where other fonts are used. In addition, this requirement is only applied to paper documents, and electronic transactions are not bound by font size requirements.
- The color of the text and the background color that represent the text content must contrast with each other (Clause 3, Article 6 of Decree 55/2024/ND-CP). Decree 55/2024/ND-CP sets out the requirement for contrast for “text color and background color”, thus applying to both paper documents and electronic documents.
- The layout and design of the document must be clear and easy to follow (Clause 4, Article 6, Decree 55/2024/ND-CP). This is a new provision added in Decree No. 55/2024/ND-CP, not yet specified in Decree No. 99/2011/ND-CP.
(iii) Regarding content: the content must be clear, easy to understand and must comply with the provisions of the law on consumer rights protection (Clause 5, Article 6 of Decree 55/2024/ND-CP). In addition to the requirement of “clearness and easy to understand”, Decree 55/2024/ND-CP adds the requirement of “complying with the provisions of the law on consumer rights protection” to the content of contracts signed with consumers, standard contracts, and general transaction conditions.
2. Responsibilities and procedures for registering standard contracts and general transaction conditions
2.1. Registration responsibility
Basically, Decree No. 55/2024/ND-CP still stipulates that business organizations and individuals must complete their registration responsibilities before using standard contracts and general transaction conditions in the List of products, goods and services that must be registered issued and amended by the Prime Minister (List of products, goods and services that must be registered) to enter into contracts with consumers.
However, not only must registration be completed before entering into a standard contract and general terms of transaction with consumers, Decree No. 55/2024/ND-CP adds the responsibility to complete registration before consumers make advance payments or take measures to ensure performance of obligations, specifically:
Clause 2, Article 7 of Decree No. 55/2024/ND-CP stipulates: “Model contracts and general transaction conditions may only be used for conclusion or applied to consumers when registration is completed in accordance with the provisions of Clause 1, Article 12 of this Decree. In cases where consumers make payment before concluding a model contract or general transaction conditions or making a deposit, collateral, or other measures to ensure the performance of obligations related to concluding a model contract or general transaction conditions, business organizations and individuals must complete the registration and publicize the model contract or general transaction conditions so that consumers know the contents of these documents in accordance with the provisions of Clause 2, Article 12 of this Decree before making payment or taking the above measures”.
Thus, for example, in the case of a deposit to buy an apartment, in the case of buying and selling an apartment on the List that must be registered, the investor must fulfill the responsibility of registering the apartment sale and purchase contract and publicize this contract so that consumers know before they make a deposit.
2.2. Registration procedure
The contents of registration procedures (including: authority to receive dossiers; dossier components; registration form; dossier reception; registration completion; re-registration) basically inherit the provisions of Decree No. 99/2010/ND-CP. However, Decree No. 55/2024/ND-CP has some new points as follows:
- Add a series of the following forms to facilitate the process of receiving and processing registration documents:
Form No. 01 | Report on the status of registration and application of standard contracts and general transaction conditions |
Form No. 02 | Application form for contract, general terms and conditions |
Form No. 03 | Notice of supplementary contract registration dossier according to form, general transaction conditions |
Form No. 04 | Notice of completion of contract registration according to form, general terms of transaction |
Form No. 05 | Notice of results of appraisal of application for contract registration according to form and general transaction conditions |
Form No. 06 | Report on the control of standard contracts and general transaction conditions in provinces and centrally run cities. |
Form No. 07 | Official dispatch on soliciting comments on sample contract registration documents and general transaction conditions |
- Change the time for reviewing the application: change from "twenty (20) working days from the date of receipt of valid application" (Clause 1, Article 14, Decree 99/2011/ND-CP) to "within 30 days from the date of receipt of valid application as prescribed in Article 9 of this Decree and may be extended for a maximum of no more than 30 days in complicated cases" (Clause 1, Article 10, Decree No. 55/2024/ND-CP).
- Supplementing the responsibility of business organizations and individuals in publicly announcing the registration completion notice and the completed standard contract and general transaction conditions by posting them in a visible location at the headquarters and business location and posting them on the electronic information portal and application software (if any) during the entire period of application of the standard contract and general transaction conditions (Clause 2, Article 12, Decree No. 55/2024/ND-CP).
Thus, the completed registration dossier will be made public by both the competent authority receiving the registration as well as the business organization or individual.
- Add a case of re-registration when the whole or part of the standard contract or general transaction conditions are canceled or modified according to the provisions of Clause 1, Article 15 of Decree No. 55/2024/ND-CP (Point c, Clause 1, Article 13 of Decree No. 55/2024/ND-CP).
2.3. Cancel, amend standard contracts and general transaction conditions at the request of state management agencies on consumer rights protection.
This issue has many differences in Decree No. 55/2024/ND-CP compared to Decree No. 99/2011/ND-CP, specifically as follows:
- Cases and time of request to cancel or amend all or part of a standard contract or general transaction conditions: In Clause 2, Article 19 of the Law on Consumer Protection 2010, the competent state management agency on consumer rights protection shall, on its own or upon request, amend or cancel at the request of the consumer. In addition to these two cases, Clause 1, Article 15 of Decree No. 55/2024/ND-CP adds a case of requesting to amend or cancel at the "request of a social organization participating in consumer rights protection"; at the same time, it stipulates that the request to amend or cancel is made "at any time a standard contract or general transaction conditions is discovered to violate the law on consumer rights protection".
- Time limit for making amendments and cancellations: increased from 10 working days (Clause 3, Article 16, Decree No. 99/2011/ND-CP) to 30 days from the date of receipt of the request from the state management agency on consumer rights protection, except for complicated cases, which can be extended by a maximum of 90 days according to the decision of the state management agency on consumer rights protection (Clause 3, Article 15, Decree No. 55/2024/ND-CP).
- Responsibility for public disclosure after cancellation or amendment: Decree No. 55/2024/ND-CP adds the responsibility of business organizations and individuals to: (1) publicly disclose the revised standard contract and general terms of transaction, and cancel the violating content: (i) within 05 working days from the date of completion of the amendment or cancellation of the violating content; (ii) publicly disclose in the form of posting in a visible location at the headquarters, business location and posting on the electronic information portal, application software (if any); and (2) must notify consumers who have entered into the contract to apply the new general terms of transaction and re-enter the standard contract in case the consumer requests (Clause 3, Article 15, Decree No. 55/2024/ND-CP).
2.4. Coordination in controlling standard contracts and general transaction conditions
Although the principle of coordination in protecting consumer rights in general and controlling standard contracts and general transaction conditions in particular has been mentioned in the Law on Consumer Protection and Management 2010 and Decree No. 99/2011/ND-CP, this issue has been regulated more specifically in Decree No. 55/2024/ND-CP with the main contents as follows:
- Submitting reports: annually, the state management agency for consumer rights protection under the provincial People's Committee is responsible for submitting a report on the control of standard contracts and general transaction conditions in the province or centrally run city to the state management agency for consumer rights protection under the Ministry of Industry and Trade (Clause 1, Article 16, Decree No. 55/2024/ND-CP).
- Consultation: the management agency of the industry, field, and locality, within the scope of its tasks and powers, is responsible for responding to the consultation request of the state management agency on consumer rights protection within 05 working days from the date of receipt of the consultation request (Clause 2, Article 16, Decree No. 55/2024/ND-CP).
- Provide a list of business organizations and individuals applying standard contracts and general transaction conditions in transactions with consumers: industry, sector and local management agencies are responsible for coordinating to provide on time and with content as requested by the state management agency on consumer rights protection under the Ministry of Industry and Trade (Clause 3, Article 16, Decree No. 55/2024/ND-CP).
The specific contents are shown in the attached Comparison Table.
Source: https://moit.gov.vn/tin-tuc/bao-chi-voi-nguoi-dan/nhung-diem-moi-cua-nghi-dinh-so-55-2024-nd-cp-quy-dinh-chi-tiet-mot-so-dieu-cua-luat-bao-ve-quyen-loi-nguoi-tieu-dung-20.html
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