How Important is End-User License Agreement in Vietnam?

End-user license agreement (EULA) is a legal agreement enter between two parties which are software developer or provider and software user. Terms and Conditions could cover a large scope of matters, for example, payment schedule, privacy policy, providing service to third party, solving arisen disputes and even inclusive of EULA. Whilst, EULA almost focuses on agreement of giving the user using software right and includes the regulations related to grant of license, limitations or using period of the software.

 

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Normally, after the user downloads the software and officially install it, an EULA would be shown out for user to understand its rights and obligations and agreed to. EULA may be called by different names which are License Agreement, Software license agreement, etc.

What is the nature of EULA?

This is a commitment which developer or provider create and user must abide by before installing the software. However, this does not mean from the time user agrees to EULA, user will be the owner of the software. The user only has the legal using right to that software. Some important matters to consider would be granting of license, limitation of granting of license, and IP.

Firstly, “Granting of License” is a prerequisite of this agreement when clearly state that user will be granted using software right. Secondly, the term “Limitation” is also a very important term of EULA as after installing, user may utilize the software in lots of purposes which are both legal and illegal and may affect the software developer/provider or any third party. Thus, this term particularly regulates the activities which users are not allowed to do while using the software. Thirdly, “Intellectual Property” is a pretty popular term in almost all type of agreements to protect the developer in copyrights. Besides, there are other terms such as “software update, maintenance and technical assistance, ability limitation, regulated law, etc.” and for each particular case and purpose of the owner, the agreement might also cover other appropriate terms.

End User License Agreement is a very important agreement attached to the software to guide the users and protect rights of the software developer or provider. Therefore, this agreement should be anticipating all cases as software owner wish to avoid disputes and even in the case of violation, the agreement will be the starting points to recover the damages to the developer and software owner.

 

We are a law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

 

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Which Form of Investment - Branch or Company?

Foreign entities can set-up branch offices or set-up company in Vietnam to carry out business activities.

 

There are several main different aspects between opening a branch office or establishing a foreign owned company in Vietnam.

Conditions

Permits for establishment of Vietnam-based branches of foreign enterprise shall each have a valid term of five years.

Foreign enterprise must choose between establishing a 100% foreign capital enterprise or forming a joint-venture with domestic investor or company.

Certificate

The Branch office needs to apply and obtain the operation license of a Branch;

A foreign owned company will need to apply and obtain the investment certificate (“IC”) to operate in Vietnam.

Capital

Optional, foreign entity will decide how much money to invest in branch. The allocation capital for branch is capital for the subordinate units.

Mandatory, foreign entity will need to provide minimum capital as required by Vietnam Law in conditional investment area.

Obligation of owner

For branch office in Vietnam, owner takes full responsibility;

For company, owner takes responsibility within the capital contributed into the company in Vietnam;

Other matters

For branch office setting up in Vietnam, the procedure is less complicated compared to those for the establishment of a 100% foreign owned company;  the branch office is able to carry out trading and some other activities as stipulated by Vietnam laws and the WTO commitments which Vietnam enters. The business lines of a branch have to be aligned with the business lines of the headquarter of the foreign entity.

Setting up foreign owned company would be more complicated than the setting up of the branch office, however this form of investment has more flexibility and freedom as it is an independence Vietnam entity recognized under Vietnam laws

We are a law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

 

 

 

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The Regulation on Science and Technology Enterprises in Vietnam

The science and technology enterprises (S&T Enterprises) means an enterprise implementing production and business science and technology service to make a goods or product from results of science research and technology development. The S&T Enterprise’s operation is based on the successful application and exploitation of research process in itself or the results of scientific and technological research from the scientists, organizations or research results transferred from abroad that they have the lawful ownership use rights. The Government issued the Decree No. 13/2019/ND-CP dated on February 01^st, 2019 on science and technology enterprises.

 

The setting up of S&T Enterprises in Vietnam is only acceptable when meeting the following conditions for granting Certificates of science and technology enterprise, which is acting as operation license as well as basis for implementing the incentives and support policy for investment and takes effect nationwide: i) Established and operated under the Law on Enterprises; ii) Being able to create or apply scientific and technological results which are evaluated, appraised and recognized by competent authorities; iii) Obtaining turnover form the production of, and dealing in, products and goods created from scientific and technological results for at least 30% of the total turnover. This condition shall apply in case the enterprises is established to or more 5 years.

Certificate of science and technology enterprise is issued by the Department of Science and Technology or National Agency for Technology Entrepreneurship and Commercialization Development (NATECH) belonging to the Ministry of Science and Technology depending on each specific case.

One of the important provisions related to the S&T Enterprises of Decision No. 844/QD-TTg of the Prime Minister dated on May 18^th, 2016 on approval for “Assistance policies on national innovative startup ecosystem to 2025” stipulates for continuing to implement the Project of Vietnamese Silicon Valley. This Project have been creating the most favourable conditions for development of the S&T Enterprises and encouraging S&T Enterprises to research, improve their goods or product to meet the demands of market.

 

With the application of scientific research results and technological development into production and business activities, S&T Enterprises not only bring new high quality products which are able to compete with imported goods, but also encourage science and technology research and application into production and business. S&T Enterprises are entitled to enjoy preferential on enterprise income tax exemption and reduction; exemption and reduction of land and water surface rent; credit incentives;… and especially supporting research activities and commercialization of new scientific and technological results supplemented by Decree No. 13/2019/ND-CP.

The promotion of commercialization of science and technology results contributes actively to the development of the science and technology market, facilitates the application of research results to real life. Every year, Vietnam has thousands of research results and inventions from universities, research institutes, research centers, domestic research groups and foreign organizations and individuals registered in Vietnam. But very few research results are applied to production or commercial products on the market. In order to resolve this situation, the Vietnamese Government supports the S&T Enterprises through policies on enjoying import and export tax; use of research equipment in national key laboratories, technology incubators,… of the State; investment preferences of the Scientific and Technological Development Fund and other funds; priority to participate in projects to support the commercialization of the results of science and technology, intellectual property of the State;… as stipulated in Decree No. 13/2019/ND-CP and relevant legal documents.

 

We are a law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529

 

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Da Nang strengthens external relations, promotes investment attraction and international cooperation

On October 30th, 2020, representatives of Da Nang city received the delegation of the Ministry of Foreign Affairs to work, exchange and provide information on the coordination between the Ministry of Foreign Affairs and the city in the implementation of international cooperation program.

 

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Despite being affected by the COVID-19 epidemic, Da Nang still strives to implement important investment promotion activities such as: Economic promotion seminar, tourism, human resources within the framework of the visiting Vietnam and Danang of the Secretary General of the Liberal Democratic Party of Japan (January 11th to 14th, 2020), organized an online investment promotion conference “Danang – Silicon Valley of Southeast Asia”, contribute ideas and develop local implementation plans for free trade agreements that Vietnam has signed such as: Free Trade Agreement between Vietnam and the European Union, on the draft “White Book 2020” at the request of the European Business Association in Vietnam (EuroCham).

Up to now, Da Nang has established friendly and cooperative relations with 45 localities of 20 countries and territories, with 94 Cooperation Agreements were signed. Specific cooperation programs are effectively maintained and implemented, coupled with the promotion of new cooperation programs.

With its convenient location, abundant, high-quality human resources, and many development policies to attract the international investment, in the first 9 months of 2020, the city has attracted USD 140,88 million, of which, there are 66 newly licensed FDI projects with a total registered investment capital of USD 121.78 million, with 9 projects increasing capital with total additional capital is USD 15,038 million. Accumulated to date, Da Nang has 869 FDI projects with a total investment of USD 3.518 billion.

By creating opportunities for international investors in the fields of high technology, environmental protection, tourism services, etc. Danang has all the strengths from nature to people to be the first choice of international investors. Many large investors in the region and the world have chosen Danang as their investment development place when expanding their investment activities in Vietnam, especially when many investors have gradually moved their factory out of China. Danang promises to be a good destination for major investors in the world, to set up company and factory, and help them achieve the favourable benefits when investing in Vietnam.

 

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Da Nang strengthens external relations, promotes investment attraction and international cooperation

On October 30th, 2020, representatives of Da Nang city received the delegation of the Ministry of Foreign Affairs to work, exchange and provide information on the coordination between the Ministry of Foreign Affairs and the city in the implementation of international cooperation program.

 

Law firm in Vietnam

Despite being affected by the COVID-19 epidemic, Da Nang still strives to implement important investment promotion activities such as: Economic promotion seminar, tourism, human resources within the framework of the visiting Vietnam and Danang of the Secretary General of the Liberal Democratic Party of Japan (January 11th to 14th, 2020), organized an online investment promotion conference “Danang – Silicon Valley of Southeast Asia”, contribute ideas and develop local implementation plans for free trade agreements that Vietnam has signed such as: Free Trade Agreement between Vietnam and the European Union, on the draft “White Book 2020” at the request of the European Business Association in Vietnam (EuroCham).

Up to now, Da Nang has established friendly and cooperative relations with 45 localities of 20 countries and territories, with 94 Cooperation Agreements were signed. Specific cooperation programs are effectively maintained and implemented, coupled with the promotion of new cooperation programs.

With its convenient location, abundant, high-quality human resources, and many development policies to attract the international investment, in the first 9 months of 2020, the city has attracted USD 140,88 million, of which, there are 66 newly licensed FDI projects with a total registered investment capital of USD 121.78 million, with 9 projects increasing capital with total additional capital is USD 15,038 million. Accumulated to date, Da Nang has 869 FDI projects with a total investment of USD 3.518 billion.

By creating opportunities for international investors in the fields of high technology, environmental protection, tourism services, etc. Danang has all the strengths from nature to people to be the first choice of international investors. Many large investors in the region and the world have chosen Danang as their investment development place when expanding their investment activities in Vietnam, especially when many investors have gradually moved their factory out of China. Danang promises to be a good destination for major investors in the world, to set up company and factory, and help them achieve the favourable benefits when investing in Vietnam.

 

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What Impact of Force Majeure and Basic Change of Circumstances for Contractual Relations During Covid 19 Pandemic?

Whether purpose contract has been achieved or not does not only depend on compliance with contract but also is controlled by conditions, objective circumstances. In the current pandemic situation, which regulations do participants in contract need to pay attention to?

 

According to Vietnam laws, event shall be regarded as force majeure if it meets three conditions: (i) objective factors; (ii) not able to be foreseen; (iii) not able to be remedied by all possible necessary and admissible measures being taken. It should be noted that epidemic is regarded as event of force majeure if there is factor of “not able to be remedied”. Covid-19 pandemic, in legal aspect, initially was not a force majeure event. Only when it broke out and the Government issued Directive on nationwide social distancing, it appears that this pandemic become force majeure event. Specifically, according to request of Directive, all operation must stop, and this request seems to make Covid 19 epidemic meeting enough three mentioned conditions. Legal consequences of force majeure event is that if there is loss, and the obliger shall not take responsibility.

However, in the current pandemic situation, not all contractual relations will apply above principle. When force majeure event occurs, factor in performance of contract must be considered. This is fundamental difference between definition of “force majeure event” and “basic change of circumstances”. Specifically, the contract will not be performed in force majeure event and will be performed with many considerable changes compared to initial estimate in basic change of circumstances. According to the laws, the change of circumstances shall be deemed basic when it meets all following conditions: (i) The circumstances change due to objective reasons occurred after the conclusion of the contract; (ii) At the time of concluding the contract, the parties could not foresee a change in circumstances; (iii) The circumstances change such greatly that if the parties know in advance, the contract has not been concluded or are concluded, but with completely different content; (iv) The continuation of the contract without the change in the contract would cause serious damage to one party; (v) The party having interests adversely affected has adopted all the necessary measures in its ability, in accordance with the nature of the contract, cannot prevent or minimize the extent of effect.

In the case of basic circumstances change, the affected party may request the other party to the re-negotiate the contract in a reasonable period of time. If the parties can not reach an agreement on amending the contract within a reasonable period of time, any of the parties may request a court or arbitration to terminate the contract at a specific time or amend the contract to balance the lawful rights and interests of the parties due to basic change of circumstances. The court may only decide to amend the contract in the event that the termination of the contract would cause greater damage than the cost to perform the contract if it is modified. In the process of negotiating on amendments and termination of the contract and the court or arbitration handling the case, the parties must continue to perform its obligations under the contract, unless otherwise agreed.

In the current pandemic situation, many places are still allowed to operate normally but there must be careful prevention measures. But these prevention measures are the cost that enterprise has to cover which is not small. Therefore, the contract can still be performed but one party has to suffer huge losses compared to initial estimate. In this case, the law allows parties to re-negotiate. If parties cannot reach any agreement, such case shall be brought to the court or arbitration to be solved. There are two possibilities: firstly amending the contract to balance the parties’ rights, secondly terminating the contract at a specific time if the contract cannot be amended.  And it is important to consult with dispute lawyers for possible options before taking the matters further to protect best interests in the transaction.

ANT Lawyers - a Law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or service request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529

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Da Nang cooperates with the Netherlands in the field of high-tech agriculture

On November 18, 2020, representatives of Da Nang city and experts, Dutch farming enterprises organize an online seminar “Promotion and cooperation of high-tech agriculture in Da Nang- Netherlands” to develop hi-tech agricultural cooperation relations between the two countries.

 

The Netherlands is a country with developed agriculture and high technology application in Europe and is also a country that is known to apply technologies to cope with the impacts of climate change on agriculture. Similarly, Vietnam is also an agricultural country affected by climate change, but Vietnam’s agriculture has not had the conditions to apply high technology to improve the quality of agriculture.

Currently, the high-tech agriculture is a priority for Da Nang to thrive in order to meet the needs of use and export to many countries around the world. The creation of quality and safety products is the city’s top goal. At present, Da Nang is concentrating on solutions, promulgating supportive and encouraging policies to attract investment to set up company in the field of hi-tech agriculture, completing the detailed planning of 3 agricultural regions which applying high technology. Although the land reserve for agricultural production is limited, the city always gives priority to the development of hi-tech agriculture.

Not only investing in production, planning and application of high-tech science, Da Nang hopes to receive Dutch help in choosing applied technology, export standards as well as how to use the agricultural land effectively, avoid wasting resources. In addition, attracting Dutch investors with financial ability and business experience in the field of high-tech agriculture will help Da Nang learn how to manage effectively and meet demand of the city and providing food for millions of visitors to Da Nang each year. Besides, in the future, Da Nang hopes to combine high-tech agriculture and tourism to create the highest economic efficiency for the city.

With its efforts, Da Nang hopes that in the future there will be more Dutch investors investing in the city through setting up company in Da Nang, Vietnam or cooperate with local company in the field of high-tech agriculture, thereby bringing the highest economic efficiency to the investors and the city.

We are a law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529

 

 

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