With these 20 frequently asked questions and answers, BLawyers Vietnam would like to provide an overview of the E-commerce trading floor and E-commerce website pursuant to Vietnamese law. We describe below the conditions and procedures for registering an E-commerce trading floor and E-commerce website under the prevailing law of Vietnam.

1. What is the difference between an E-commerce trading floor and an E-commerce website?

An E-commerce website (“Website”) is an electronic information page set up to serve part or all of the process of buying and selling goods or providing services, from displaying and introducing goods or services to concluding contracts, providing services, making payment, and providing after-sales services (e.g., individual sales website). A sales e-commerce website (“Sales Website”) is an e-commerce website developed by traders, organizations, or individuals by themselves to serve their commercial promotion, sales, or service provision.

An E-commerce trading floor (“Trading Floor”) is a Website permitting traders, organizations, and individuals that are not the website owner to conduct part or all of the process of buying and selling goods or services on that website.

2. What are the conditions for setting up a Sales Website?

Traders, organizations, or individuals may set up a Sales Website if satisfying the following conditions:

1. Having relevant functions and tasks for traders and organizations, or having been granted personal tax identification numbers, for individuals;
2. Having notified the Ministry of Industry and Trade (“MIT”) of the set-up of a Sales Website.

3. What is the procedure for notification of setting up a Sales Website?

The receipt and processing of notifications of a Sales Website shall be carried out online by the MIT via the E-Commerce Management Portal.

Step 1: A trader, an organization, or an individual can log-in a system account by providing the following information:

1. Its/his/her name;
2. Other information for contact;
3. Address of the head office of the trader or organization or permanent residence of the individual;
4. Business/operation lines;
5. The business registration certificate, establishment decision, or personal tax identification number;

Step 2: Within three working days, the trader, organization, or individual shall receive results from the MIT through the registered email address regarding one of the following contents:

1. If the information provided for the account log-in is sufficient, the trader, organization, or individual may be granted a system account and proceed to Step 3;
2. If the account log-in is rejected or there is a request for information addition, the trader, organization, or individual shall log-in once again and add information as requested.

Step 3: After being granted a system account, the trader, organization, or individual shall sign in and select the icon of notification of a Sales Website and fill in the information in a set form.

Step 4: Within three working days, the trader, organization, or individual shall receive the MIT’s reply through a registered email address about the following:

1. Certification that the declared information is sufficient and valid;
2. Notification that the declared information is insufficient or invalid. In this case, the trader, organization, or individual shall turn back to Step 3 for making the log-in again or add information as requested.

Within 10 working days after receiving a notice requesting an addition of information in Step 4, if traders, organizations, and individuals have no reply, the notification will be terminated and traders, organizations, and individuals shall turn back to Step 3 to do the notification of dossiers once again.

4. What are the requirements for the Website’s online payment function?

Traders, organizations, or individuals that set up Websites with the online payment function shall assure the safety and confidentiality of payment transactions of their customers, settle complaints, and pay damages if customer payment information via the Website is illegally altered, deleted, destroyed, copied, revealed, removed or appropriated, causing damage to customers.

In the case of self-developing payment solutions to exclusively serve their Website, traders, organizations, or individuals that sett up these websites shall apply the following measures to assure the safety and confidentiality of customer payment transactions:

1. Setting up an information system to serve payment activities and assure online connection around the clock 24 (twenty-four) hours a day and 7 (seven) days a week. The suspension of the system for maintenance must not exceed 12 (twelve) hours each time and be notified in advance to customers;
2. If customers make payments before purchasing goods and services, customers’ payments must be kept at payment service providers and customers must be provided with tools to monitor their payment balances on the system.
   1. Storing data on each payment transaction for a time limit prescribed in the Accounting Law;
   2. Establishing processes and systems for copying, storing, and recovering data when the information systems serving payment activities encounter incidents, assuring copying and storage of payment data on media or online copying and caching of all data;
   3. Having plans to control the right to access the system and the right to enter or leave places where information system equipment is installed to serve their online payment activities;
   4. Deploying applications that are capable of detecting, warning about, and preventing illegal accesses and various online attacks against information systems serving their online payment activities;
   5. Encrypting information and using security protocols to prevent information leakage during transmission;

Traders, organizations, or individuals that set up the Website with an online payment function shall publicize on their websites a policy about confidentiality of customer payment information.

5. What information must the Website provide?

The Sales Website must fully provide information about the owners of the websites, goods, and services, and terms of sales and purchase contracts applicable to goods and services introduced on the website.

6. How does the owner setting up the Website publish their information on the Website?

Traders, organizations, or individuals setting up the Sales Website shall publish the following minimum information on the website homepage:

1. 1. Name and address of the head office of the trader or organization or name and address of permanent residence of the individual;
   2. Number, date, and place of issuance of the business registration certificate of the trader or the number, date of issuance, and issuer of the organization’s establishment decision or individual’s tax identification number; and
   3. Telephone number or another online contact method.

7. What information about products/services must the Website provide?

For goods or services introduced on the Website, traders, organizations, or individuals shall provide information so that customers can correctly identify features of goods or services to avoid misunderstanding when deciding to propose a conclusion of the contract.

Information about goods published on websites must include required information shown on labels of goods as prescribed by the Law on labeling of goods, except for distinguishing characteristics of each product such as date of manufacture, expiry date, lot number, chassis number, or engine number.

A seller of goods/services subject to certain business conditions must publish information about the number, issue date, and issuing authority of the license, certificate of eligibility, certification, confirmation, or another document type as prescribed by relevant laws on business conditions for the trading of such goods/services.

8. What information about prices should the Website provide?

 Information on prices of goods or services, if any, must be made clear that prices are inclusive or exclusive of the costs related to the purchase of goods or services, such as taxes, packing costs, shipping costs, and other arising costs.

Unless otherwise agreed by the parties, if the information about the prices of goods or services listed on the website does not indicate the price is inclusive or exclusive of the costs related to the purchase of goods or services such as tax, packing cost, shipping cost, and other rising costs, the price is understood to have included all the above costs.

9. What information about payment methods should the Website provide?

Traders, organizations, or individuals shall disclose all payment methods applicable to goods or services introduced on the website, together with clear and accurate explanations so that customers can understand and choose the appropriate payment method.

If the Website has an online payment function, traders, organizations, or individuals shall create a mechanism for customers to use this function to review and confirm detailed information about each transaction before making the payment.

10. When are the buyer and seller on the Website considered to officially have entered a contract?

The time of conclusion of the contract when the online ordering function on the Website is used is the time the customer receives the response from the trader, organization, or individual selling goods to accept the proposal for the conclusion of the contract.

11. What is the Website owner’s obligation to update information on the Website?

Once a year, from the date of having their notifications confirmed, traders, organizations, or individuals shall update notified information by logging into their accounts at the E-Commerce Management Portal and filling in the information in a set form.

Within 10 days after the time limit for fulfilling the obligation of updating information, if traders, organizations, or individuals fail to do so, MIT shall send a reminder via the former’s accounts at the E-Commerce Management Portal. Within 15 days after a reminder is sent, if traders, organizations, or individuals do not reply, the MIT shall remove notified information from the E-Commerce Management Portal.

12. What are the conditions for setting up a Trading Floor?

Traders and organizations may set up E-commerce service provision websites when fully satisfying the following conditions:

1. 1. Being traders, the organization is published by regulations of law;
   2. Having a service provision plan clearly stating the following:
   3. Delineation of rights and responsibilities between traders and organizations providing E-commerce services and service users;
   4. Model of organization of operations, including service provision, promotion, and marketing both online and offline; logistics system for goods;
   5. Registered to set up a Website providing E-commerce services and received registration from MIT.

13. Which entity is considered a provider of Trading Floor services?

Traders or organizations that provide Trading Floor services are traders or organizations setting up a website for other traders or organizations to conduct a part or all of the sale and purchase process of goods and services on the website.

14. In what forms can a Trading Floor operate?

There are 4 forms as follows:

1. 1. The website allows participants to open booths for display and introduction of goods or services;
   2. The website allows participants to set up branch websites for displaying and introducing goods or services;
   3. The website has a sale and purchase section permitting participants to post news of the sale and purchase of goods or services; and
   4. A social network has one of the forms of activities specified at the above-mentioned points and the participants directly or indirectly pay fees for the implementation of such activities.

15. What are the responsibilities of the entity setting up a Trading Floor?

There are 10 main responsibilities as follows:

1. 1. To register for setting up websites providing the Trading Floor services and publish the information registered on the website homepage.
   2. To develop and publish on the website regulations on the operation of the Trading Floor and ensure the implementation of these regulations;
   3. To request traders, organizations, or individuals that are the sellers on the Trading Floor to provide information. For foreign sellers, specific names are transliterated into Vietnamese or expressed in Latin characters.
   4. Having a mechanism of examination and monitoring to ensure the seller’s information provided on the Trading Floor is correct and adequate.
   5. To store the registration information of traders, organizations, or individuals participating in the Trading Floor and regularly update relevant changed or supplemented information.
   6. To establish a mechanism to permit traders, organizations, or individuals participating in the Trading Floor to perform the process of the conclusion of the contract if the website has an online ordering function.
   7. To apply necessary measures to ensure the safety of information relating to business secrets of traders, organizations, or individuals and consumers’ personal information.
   8. To take timely remedial measures upon detection or receipt of reports about business acts in violation of the law on the Trading Floor:
      1. Other measures according to the Regulation on the operation of the Trading Floor.
      2. Warn or refuse to provide services for a definite or permanent period to individuals, traders, and organizations that commit illegal business acts;
      3. Coordinate with intellectual property rights holders to review and remove products that infringe intellectual property rights according to the process and procedures announced in the Trading Floor’s operating regulations;
      4. Remove information about goods and services that violate the law within 24 hours from the date of receipt of a request from a competent state management agency;
      5. Prevent and remove from the website information on buying and selling goods and providing services on the list of goods and services banned from business, in sectors and trades banned from investment and business in accordance with law;
      6. Support state management agencies to investigate and handle illegal business acts and settle disputes and claims as follows:
         • Providing information about subjects showing signs and acts of law violation on the Trading Floor to competent state management agencies when detecting or receiving the above information;
         • Regularly update keywords as recommended by competent state management agencies and filter information by keywords before information about goods and services is displayed on the website;
         • Receiving and responding to information to resolve complaints, reflections, and disputes related to the Trading Floor at the E-commerce Management Portal of the MOIT at online.gov.vn.
      7. Publicly announce the mechanism to resolve disputes arising during transactions on the Trading Floor. When customers on the Trading Floor have a conflict with a seller or have their legitimate interests damaged, they must provide customers with information about the seller, actively supporting customers to protect their legitimate rights and interests.

16. What are a seller’s responsibilities on a Trading Floor?

There are 7 main responsibilities as follows:

1. 1. To fully and accurately provide information to traders or organizations providing the Trading Floor services upon registration for service use;
   2. To provide complete information about the goods or services when selling goods or providing services on the Trading Floor;
   3. To ensure the accuracy and truthfulness of information about the goods or services provided on the Trading Floor;
   4. To implement the provisions upon application of the online ordering function on the Trading Floor;
   5. To provide information about the situation of their business at the request of competent state agencies to serve the making of e-commerce statistics;
   6. To comply with the laws on payment, advertising, promotion, protection of intellectual property rights, protection of consumer interests, and other relevant laws when selling goods or providing services on the Trading Floor;
   7. To fulfill tax obligations as prescribed by law.

17. What documents are included in the application for registration of the establishment of a Trading Floor?

An owner must provide the following documents:

1. 1. An application for registration of an e-commerce service provision website;
   2. A certified copy of the establishment decision (for organizations), enterprise registration certificate, or investment certificate (for traders);
   3. A service provision plan;
   4. A regulation on operating management of the e-commerce service provision website, which must have the following contents:
   5. The mechanism and time limit for handling reported illegal business activities of websites for e-commerce service provision.
   6. Contents of the operating regulations of the Website providing e-commerce services;
   7. A model service contract or cooperation agreement between the trader or organization owning the e-commerce service provision website and traders, organizations, and individuals participating in goods trading or service provision on the website;
   8. General terms applicable to goods trading or service provision on the website (if any).

18. Do traders and organizations setting up a Trading Floor have to file reports?

Before January 15 every year, traders and organizations setting up the Trading Floor shall report to MIT statistics on their operations in the preceding year.

The reporting may be carried out online through traders’ or organizations’ accounts at the E-Commerce Management Portal, or in written form and sent by post.

To serve state management agencies’ inspection and investigation activities or clarify organizations’ or individuals’ reports, traders and organizations setting up a Trading Floor shall explain and provide information about operations on their websites at MIT’s request.

19. What are the contents of an Operation Regulations of a Trading Floor?

Operation regulations of the Trading Floor must be displayed on the homepage of the Trading Floor as follows:

1. 1. Rights and obligations of the trader or organization providing the Trading Floor services;
   2. Rights and obligations for users of the Trading Floor services;
   3. If the Trading Floor has a combination of different forms of operation, describe the transaction process for each of these forms of organization, including the delivery and receipt process (if any);
   4. Reviewing the operation and handling competence of the trader or organization providing the Trading Floor services upon detection of business acts in violation of the law on the Trading Floor;
   5. Rights and obligations of the parties in the transactions performed on the Trading Floor, in case a transaction has more than 02 parties, the responsibilities must be clearly delineated between the parties selling goods and providing services;
   6. Limiting the liability of traders and organizations providing the Trading Floor services in transactions performed on the Trading Floor;
   7. Regulations on information security, inspection, and supervision mechanisms to ensure the provision of information and information management on the Trading Floor;
   8. Mechanism to settle claims and disputes between parties related to transactions conducted on the Trading Floor;
   9. Policy to protect the personal information of users of the Trading Floor services;
   10. Measures to deal with acts of infringing on consumer rights on the Trading Floor;
   11. Measures to handle violations for those who do not comply with the operating regulations of the Trading Floor.

20. What acts are prohibited on the Website?

1. Violation of information on the Website:
   1. Forging registration information or failing to comply with regulations on the form and specifications of registration information disclosure on the Website;
   2. Using logos of credit rating programs and the Website without being recognized by these programs;
   3. Using links, logos, or other technologies on the E-commerce Website to confuse the relationship with other traders, organizations, and individuals;
   4. Using a link to provide information that is contrary or misleading to information published in the area of the website with this link.
2. Violation of transactions on the Website:
   • Performing acts that deceive customers on websites;
   • Forging information of other traders, organizations, and individuals to participate in e-commerce activities;
   • Interfering with the operating system and Internet browsers on electronic devices accessing the website to force customers to save the website against their will.
3. Other violations:

• Forging registration information or failing to comply with regulations on the form and specifications of registration information disclosure on the Website;
• Using logos of credit rating programs and the Website without being recognized by these programs;
• Using links, logos, or other technologies on the E-commerce Website to confuse the relationship with other traders, organizations, and individuals;
• Using a link to provide information that is contrary or misleading to information published in the area of the website with this link.

The above is not official advice from BLawyers Vietnam’s lawyers. If you have any questions or suggestions about the above, please contact us at consult@blawyersvn.com. BLawyers Vietnam would love to hear from you!

Date: 17 July 2023

Writer: Tinh Nguyen and Uyen Tran