objective. As well, the management of security procedures and services can be decisive in determining the legal treatment of the records of Messages and their legal validity.
Trading partners should attempt to achieve the most acceptable end-to-end security, taking into account the nature of their messages, their relative sophistication, costs, available resources and changing technologies. Procedures and services may be used which confirm the authenticity of Messages sent and received and improve the continuing control parties may maintain on the integrity of their communications. The Technical Annex identifies, in summary form, the alternatives available for security services between trading partners and factors to be considered in establishing internal security procedures.
Section 2.6 Record Storage
To ensure the validity and enforceability of transactions completed through the use of EDI, Section 2.6 requires trading partners to store and retain (a) the Messages communicated (both sent and received) and (b) records relating to those Messages. Those records may include histories or logs of the communications as well as databases containing extracts of certain portions of the Messages.
The record storage requirements which may be specified in the Technical Annex should be developed based upon the commercial or legal requirements under which each party conducts its affairs. The objective is to provide the necessary requirements which can best assure each trading partner that both required and desired records will exist when needed. National laws and regulations may differ considerably regarding the readability, durability or integrity of electronic records.
No specific time requirements or storage formats are indicated; however, trading partners are encouraged to specify details regarding both matters, in order that the appropriate records can be recovered for review in the event of any future disagreements or disputes. Otherwise, the Agreement imposes no restrictions on the internal procedures used by a party to comply with the requirements of Section 2.6.
SECTION 3: MESSAGE PROCESSING
Section 3.1. Receipt
Under different national and international legal texts and instruments, the legal effect of a communication can be realized either when it is transmitted, when it is received or when it should have been reasonably received. The Agreement provides a structure for specifying when Messages which are communicated are to be considered received and when they are to be given legal effect. The structure is important for understanding the outcomes of certain communications. Specifically, under Section 3.1 of the Agreement, a Message will have no legal effect until it becomes accessible to the receiving party as provided in the Technical Annex. This permits parties to designate at which step of the communication process a Message is received, whether in an electronic mailbox, transaction log, a specific machine or receipt by specific individuals or officers of the company. It is not required that a Message be actually accessed or reviewed; it must only be accessible.
The Agreement contemplates an important exception: under certain national commercial or administrative laws, the sending of a communication, whether or not in electronic form, is given certain legal effect, whether or not received in fact by the intended recipient. For example, a buyer sending a notice of defective goods preserves its rights, even if the seller does not receive the communication.
Section 3.2. Acknowledgement
The UN/EDIFACT structures anticipate that, for both control and security purposes, trading partners may desire that the receipt of any Message be acknowledged by the receiving party. Specific Messages are available for that purpose; those Messages may confirm both the receipt event and that no errors have occurred in the syntax of the Message. Whether a particular type of Message is appropriate for acknowledgement is a decision solely within the control of the trading partners; trading partners may determine that there exists no need to acknowledge each Message transmitted. The cost of providing acknowledgements is often considered in making these decisions.
Section 3.2.1 requires parties to designate in the Technical Annex when a Message should be acknowledged. Since a transmitting party should be afforded the opportunity to determine a Message has been effectively received, the Technical Annex should be prepared with two situations in mind: (a) when acknowledgement is to be required in the ordinary course and (b) when acknowledgement is requested specifically in the Message which has been transmitted. As stated in Section 3.2.1, matters to be addressed include the methods and types of acknowledgements and the time periods, if any, in which acknowledgement must be received.
Section 3.2.2 permits an acknowledgement to be considered as prima facie evidence that a related Message has been received; under this rule, there would be an opportunity for contrary evidence to be submitted. Trading partners are cautioned that certain local rules of evidence may not recognize their efforts to control the acceptability of certain evidence into judicial proceedings.
When acknowledgements are required, Section 3.2.2 also defines additional responsibilities. First, the receiving party is not to act upon the Message until sending the acknowledgement. If acknowledgement cannot be transmitted, the receiving party will either so notify the sender of the subject Message or request further instructions.
