Article 2.1.3 Formalities and Execution

(a) Recognition of Informal Contracts: Contracts may be formed through any method which provides that the essential elements of contract formation are satisfied under this ICT Code. Oral and informal contracts shall be enforceable unless a specific provision of this ICT Code or its Country-Specific Modifications in Part 5 of this ICT Code requires written form.

(b) Written Instruments: Contracts involving particular subject matter, such as the transfer of interests in real property, fiduciary obligations, pre-nupitual agreements, legal settlements, promises to pay the debts of a third party, agreements not to be performed until a definite date more than one year in advance, or rights subject to statutory registration, shall require written form to be legally valid and enforceable or where otherwise so stipulated in this ICT Code.

(c) Electronic and Smart Contracts:

(i) Contracts concluded via electronic means, including by email, online platforms, clickwrap agreements, smart contracts, or other automated or digitised systems, shall be valid and enforceable where the terms are clearly ascertainable and accepted by the parties.

(ii) Digital signatures, electronic authentication methods, and blockchain-based verification systems shall satisfy any formal execution requirements under this ICT Code, provided they ensure reliability, traceability, and demonstrable consent of the parties involved.

(iii) Self-executing smart contracts or tokenised contractual arrangements may constitute valid contracts where they are capable of evidencing mutual assent, consideration, and a legally recognised object. The substantive validity of such contracts shall be assessed under the general principles of Article 2.1.2 of this ICT Code.

(iv) Future or innovative forms of electronic or decentralised contracting technologies shall not be excluded from enforceability solely by virtue of novelty. Provided that such methods satisfy the fundamental requirements of contract formation under this ICT Code, they may be recognised and enforced accordingly.

(d) Execution Formalities: Unless otherwise required by this ICT Code or agreement between the relevant contracting parties, contracts do not require notarisation, witnessing, or ceremonial form for legal validity.

(e) Recordkeeping and Evidentiary Presumptions: Where written or electronic records of contracts are maintained, each party shall retain such records in a secure and accessible form for a reasonable period, having regard to the nature of the transaction. Electronic records that conform to internationally recognised standards of authenticity and integrity shall be presumed to be authentic and admissible in ICT Courts in the absence of manifest error. Parties may agree to evidentiary presumptions concerning the authenticity, integrity, and admissibility of such records in any dispute resolution forum.

(f) Multi-Stage and Standardised Execution: Contracts may be concluded in multiple stages (e.g. through heads of terms, letters of intent, and subsequent final agreements) or by execution in counterparts. Execution through standardised or platform-based terms shall be enforceable where such terms are made reasonably available and are accepted through clear affirmative conduct.

(g) Language of Contract: Where a contract is executed in multiple languages, the version designated by the parties as authoritative shall prevail in the event of inconsistency. In the absence of such designation, the version used in the negotiations shall be presumed authoritative. Should no authoritative version be indentified by the Court then the inconsistency shall be resolved by the ICT Court determining the intention of the parties.

(h) Contracts of Adhesion: Where one party to a contract has much greater bargaining power and provides standardised terms, ICT Courts shall scrutinise such contract for unconscionability. Such scrutiny is to ensure that consent was freely and knowingly given, and not obtained through misrepresentation, lack of transparency, or unfair conduct. While this provision does not impose additional formalities, any failure to ensure meaningful assent in such contexts may affect the enforceability of the contract, including by rendering certain terms voidable or subject to modification in the interest of equity.