Project objectives

Vision and Aims

The advances in information and communication technologies (ICT) is giving rise to new types of inter-networked organisation. These “Smart” organisations are virtual in concept, highly flexible, and rely on network technologies. Typical examples of such “virtual enterprises” are those formed to execute construction projects and generally, large scale engineering projects. Due to the characteristics of these “virtual enterprises” a range of legal issues are beginning to emerge which threaten to inhibit their growth and prosperity. This is mainly due to the lack of solid contractual basis which govern the electronic exchange of information and documentation within and between such virtual enterprises. This results in a duplication of work, being done electronically and on paper, rendering ICT to be an extra cost rather than an enabler. Examples of the emerging legal issues are proof of receipt of electronic data (such as drawings and emails), ownership of information, access rights, company Vs project information and handling object based information.

The main aim of eLEGAL is to define a framework for specifying legal conditions and contracts to enable a legally admissible (exclusive) use of ICT in project business. In this way, all parties involved in the virtual enterprises, including SMEs, will be confident that there is a legal framework regulating their new ways of working leading to more trust and hence, improved business relationships.

eLEGAL tentative target system.

Objectives and results

eLEGAL will define the industrial requirements for ICT based legal support taking the construction industry as a pilot for other industries. It will define the legal basis for contracts on ICT use in the virtual enterprise allowing variations in countries of participants, contractual arrangements, procurement model and ICT support. eLEGAL will also provide specifications for software tools for legal support together with the capability to manage the rules which govern the dependencies between contract clauses. This techno-legal project will also provide tools for specifying the ICT environment in construction projects.

eLEGAL will develop tools for contracts negotiation and authoring. An electronic library of clauses will be built and the dependencies between these clauses and between clauses and ICT solutions will be established. This will be done taking into account samples of national regulations of the participating countries and the Directives of the European Union. The library of clauses will be the knowledge base of the ‘contract configuration tool’ which is a software that will be able to produce model contracts for different forms of virtual enterprises in construction projects. Additionally, these contracts can be easily negotiated by using a “virtual negotiation room” on the Internet in which different parties of the virtual enterprise of a construction project who want to form a contract are automatically guided while being linked together via the Internet. Hence, the main result of eLEGAL will be contract negotiation tools, sold or accessible at a low price level, to improve project business relationships within virtual enterprises in construction projects and which will lead to more trust and reduced number of disputes.

eLEGAL will establish a help desk for enquiries on the use of the developed tools and will organise two International Conferences for identifying key experts and issues and for disseminating project results. It will set up a reference group of industry and construction ICT law experts for assistance during development and to encourage implementation and deployment of the results. The project will re-package the developed tools to be used as simulated contract negotiation game which will help in training and raising awareness on legal aspects of ICT usage within and between virtual enterprises. eLEGAL will provide recommendations to standardisation such as IAI-IFC, ISO-STEP, XML, aecXML, CIS, WIPO and for industry organisations.

The key results of eLEGAL are:

• User requirements for legal support in construction projects

• Library of re-usable clauses and model contracts

• Contract configuration and negotiation tools

• Simulated contract negotiation game

• Recommendations to standardisation

Missmatch between contracts and flows of information in a VE

Scope Definition

The scope of eLEGAL will be on the construction industry as a pilot for other industries. Particular focus will be on SMEs who currently may not afford expensive professional legal support, but after eLEGAL will be able to obtain and deploy the developed tools. The scope of the project is not to create new construction contracts but to cover only those parts of the contracts which concern ICT environments within virtual enterprises. The fact that information flows between different parties of a virtual enterprise do not coincide with the contractual relationships (Figure 2) adds to the complexity of the problem from the legal point of view.

The scope of eLEGAL is not on e-commerce between consumers where regulations are valid for every consumer and general rules can set up by law only. Whereas in construction industry: partners enter into an agreement in which they define their own rules. Thus it is possible to regulate the relations between participants in construction projects in a legally valid way by a contract. eLEGAL does not cover issues which have been previously addressed by other initiatives mainly related to e-commerce, such as those produced by UN/CEFACT (United Nations Centre for Facilitation of Procedures and Practices for Administration, Commerce and Transport) and other initiatives such as ECLIP (Electronic Commerce Legal Issues Platform).

Scope of eLEGAL

Participant list

* C = Co-ordinator, P = Principal contractor, A = Assistant contractor, S = Subcontractor

Innovation

Previous RTD research work has mainly addressed developing new Information and Communications Technologies and/or harnessing existing technologies. However, the legal aspects arising from the use of such technologies have been ignored. The current situation is that paper gets used, whenever legal admissibility has to be ensured. eLEGAL is innovative in that it will develop an ICT based framework for project based virtual enterprises which governs the electronic exchange of information and documentation and makes the electronic data legally valid.

This approach is unique in the world. Up to now only technical possibilities have been developed. Nowhere in the world legal terms of contract - dependent on variable ICT environments - exist which enable paperless collaboration in a virtual enterprise in a legally admissible way. These terms of contract will be very complex. Creating contracts of this type can be done only with a guidance. For this reason a business rule based system will be developed which is a type of a “contract wizard”. The result will be not just one static model contract but a software which creates dynamically just the one contract which fits into the one ICT environment.

With the help of this software also legally “unskilled” people can create and combine the contract clauses. This is of special importance to SMEs (Small and Medium size Enterprises) which cannot afford the expertise, costs and time required for creating the legal terms. And also legally “skilled” people like lawyers will benefit from the developed system as they will be able to get a guided tour with context-sensitive proposals for the terms of contract which fit to the technical ICT requirements he/she or their client has selected.

eLEGAL will also enable people connected via the Internet to negotiate under the guidance of the software and to agree stepwise on terms of conditions. This approach will be unique in the world.

A special legal problem which will have to be resolved is the inter-enterprise exchange of business objects containing e.g. product data (AEC-Objects, like IFCs or STEP-objects). These objects generate additional legal difficulties. Examples of these legal difficulties are:

• Handling object based information, such as defining the legally binding information - whether it is the object itself or a presentation of it i.e. a document derived from the data and methods of the object.

• Legal responsibilities of information and documentation derived from objects or derived from conversion software based on data exchange standards.

This project will provide a world wide breakthrough for the legally admissible use of advanced ICT leading to increased trust between users, it will enable new perspectives of work and business.

Quality Assurance

To ensure the relevance and the quality of the work the eLEGAL project will invite an industrial reference group. This group will consist of representatives from companies which do not participate in the project. It will have both end user and system vendor representatives. The group will be consulted to evaluate the specifications and the achievements and to give guidance for future work in the project.

Consortium description

[1] Loughborough University, UK (LOU) will be the Project Co-ordinator and will contribute mainly to identifying the user requirements through surveying the current and emerging ICT support, developing a conceptual framework for ICT based legal support, assimilation of new knowledge into the curriculum of students in disciplines associated with construction IT, introducing the “Simulated Contract Negotiation Game” into its curriculum for education and training of students in the Civil and Building Engineering Department and providing guidelines on legal aspects of ICT. http://www.lboro.ac.uk/departments/cv/

Masons, UK (MAS, subcontractor of LOU): With particular specialities in the I.T., infrastructure and construction and engi­neering industries, Masons has an understanding of the legal and commercial issues particularly affecting those industries in addition to the skills normally to be expected of a major law firm. In eLEGAL Masons will contribute heavily to legal development, as well as to state-of-the-art of contractual practices and in the end providing guidelines on legal aspects of ICT. http://www.masons.co.uk

[2] SEIB-ITC, Germany (SEIB-ITC): The company is an industrial end-user with competence in programming and – as a 100% subsidiary of the engineering firm SEIB Ingenieur-Consult GmbH – will be evaluating and testing the products in a real environment. Also, there are links to universities for dissemination of the results of eLEGAL. The aspects of quality control and quality management in this project will be guarded by Peter Hornung, certified quality manager. http://www.seib-itc.de

[3] Ott, Germany (OTT): As a lawyer and engineer Ott will be responsible for the legal development under consideration of the restrictions and chances of using modern ICT. Special task will be to work between the margins of technical and legal aspects as well as in the legal area itself.

[4] Geodeco, Italy (GEO): GEODECO S.p.A. is a specialist consulting company based in Genoa (Italy) focussing on geotechnical engineering, earthquake engineering and information technology. In eLEGAL Geodeco will provide information from the contractual practice, legal expertise in e-commerce, and dissemination links to the southern European and Italian engineering and legal community. http://www.geodeco.it

[6] Enterprise Net Finland (ENeF) is a provider of ICT platform for engineering project teams. Part of their service is consulting client companies to agree on inter-enterprise ICT use and management. ENeF's will also contribute to the state-of-the-art survey of contractual practices in Finland and also to development of contract clauses and model contracts. ENeF will also take responsibility of setting up and industrial pilot project with its clients for verification of eLEGAL methods and tools. http://www.enef.fi

[7] Ponton, Germany (PST): Ponton Software Technology will be the developer of the "contract wizard" and the "Virtual Negotiation Room". Under this role, Ponton will mainly take care of providing a working tool that allows to collaboratively edit and negotiate electronic contracts. http://www.ponton-software.de

[8] Fortum Engineering, Finland (FE) is a Finnish engineering company specialised in the turnkey delivery of energy systems. In eLEGAL project FORTUM concentrates on finding legal solutions for use of AEC objects and on testing the eLEGAL methods and tools in industrial environment. http://www.fortum.com

http://cic.vtt.fi/projects/elegal/