99914 - EU.C.L.I.D.E.- EUROPEAN CONTRACT LAW IN DIGITAL ENVIRONMENTS FOR CITIZENS EMPOWERMENT

Course Unit Page

SDGs

This teaching activity contributes to the achievement of the Sustainable Development Goals of the UN 2030 Agenda.

Quality education Decent work and economic growth Industry, innovation and infrastructure Peace, justice and strong institutions

Academic Year 2021/2022

Learning outcomes

The course will be established with finance from the European Commission in the framework of the Jean Monnet Module project EU.C.L.I.D.E. (2022-2023-2024). It offers a 40-hour online and face-to-face masterclass on European law governing digital contracts using online platforms. The Masterclass is complemented by two optional seminars on online data protection (10h “ODP mini-course”) and online-platform dispute resolution (10h “ODR mini-course”).

The course aims to provide students with the analytical tools needed to interpret general terms and conditions and policies applied by the most popular digital platforms, as well as an understanding of the regulatory action implemented by the EU legislature in this sector (including the newest proposals contained in the Digital Services package).

Moreover, the analysis of EU contract law will take into account broader EU policies, i.e. the EU’s digital strategy (see EU Commission’s Communication “Shaping Europe’s digital future”, 19 February 2020) and the European Democracy Action Plan. Students will also be introduced to these broader EU policies by expert guest speakers during the Masterclass and other events organized by the EU.C.L.I.D.E. Project Team.

The main objective of the Masterclass is to increase participants’ knowledge of the opportunities offered by digital innovation to all EU citizens, while at the same time raising awareness of the EU strategy for protection of fundamental citizen rights and freedoms, as set forth by the relevant EU treaties.

By the end of the Masterclass students will: i) be able to successfully search for legal documentation regarding EU and national contract law and digital market law, including legislation, legislative proposals and case-law; ii) master the interpretation of legislative documents; iii) be able to interpret the general terms and conditions applied by the most popular digital platforms and to identify any relevant problems in adhesion contracts (both from the point of view of users who enter into business-to-consumer contracts with online platforms and from the point of view of small and medium-size enterprises who utilize digital platforms for their business activities).

Course contents

The course is composed of an introduction to contract law relating to digital markets, with specific focus on EU law (see paragraphs 1 and 1.1 below) and two additional sections: one dedicated to unfair terms in contracts between digital platforms and users (par. 2) and the other dedicated to new EU regulations for digital platforms designed to safeguard the rights of both private and commercial customers operating online (par. 3).

1. Digital market contract law (with some references to general contract law): contract general concept, adhesion contracts and their evolution for digital platforms; the essential elements of a contract: a) agreement between the parties (focus on the offer to the public and the acceptance of a platform’s terms and conditions), b) contractual considerations pertaining to online platforms (focus on free-of-charge digital services and contracts that require the payment of a fee or fulfilling a requirement – including providing users’ personal information – and regulations applying to user-generated content), c) contractual obligations and the classification of contracts in digital markets (with particular focus on the concepts of “digital service”, “underlying service” and on the distinction between platform contracts supplying ‘underlying services’ and platform contracts supplying only intermediation services d) form of online contacts;

breach of contract and other events: termination of contract because of a fundamental breach or the platform unilaterally withdrawing (focus on possible consequences of the deactivation of the user’s account); digital platform liability: transparency obligations and product liability; a new generation of contracts for digital markets: introduction to smart contracts.

1.1 Specific regulation and different types of contracts: defining the consumer in digital markets (focus on the concept of “prosumers”); consumer contracts (focus on unfair terms, consumers’ rights and unfair commercial practices with reference to EU Directive n. 2161/2019); contracts for the provision of digital services and content (focus on EU Directives n. 770/2019 and n. 790/2019 and on related Italian legislation); online sale contracts for goods and services; social media contracts and collection of creative content; “sharing-economy” contracts; contracts between business users and online intermediaries; the liability of digital platforms in business-to-business contracts (focus on EU Directive n. 1150/2019).

2. General conditions of contracts, unfair terms and artificial intelligence (AI): introduction to the use of an open-source AI-based tool for searching unfair terms in the general conditions of contracts; evaluation, employing the AI-based tool under the supervision of the lecturer, of the contents of commonly used standard terms and conditions applied by digital platforms; critical evaluation of the results provided by the AI tool in the light of the knowledge students have gained in the course regarding EU contract law and consumer protection regulations.

3. The new regulatory framework for digital platforms and its implications for contract law: platforms’ obligations in e-commerce and consumer protection laws (focus on the Digital Services Package proposals); introduction to the various alternative dispute resolution mechanisms (a.d.r.); introduction to issues related to data protection in online contracts (focus on the new GDPR Regulation n. 679/2016).

Readings/Bibliography

The course syllabus (which includes regulations, assigned readings, a selection of term of services of popular online platform, which will be examined during the course, and further reading material) will be available on the dedicated webpage at virtuale.unibo.it.

Students are required to use the mandatory textbook below:

A. QUARTA – G. SMORTO, Diritto privato dei mercati digitali, Le Monnier Università, 2020

For further references – as will be specified by the lecturer during the course – students may also refer to:

M. MAUGERI, Smart Contracts e disciplina dei contratti, Il Mulino, Bologna, 2021

Students are highly recommended to consult the civil code, the consumer law code and related laws in the following edition:

G. PERLINGIERI – M. ANGELONE, Codice Civile con Costituzione, Trattati UE e TFUE, leggi complementari e codici di settore, Edizioni Scientifiche Italiane, Napoli, 2021

Teaching methods

The course applies several teaching methods: face-to-face and online lectures, including special lectures delivered by experts on specific topics (also in the context of external events organized by the EU.C.L.I.D.E. project team); students’ working groups; interactive lessons in which students present the analysis done by each working group; drafting of checklists which measure the compliance to EU law of the platforms’ terms of service analysed by the working groups (learning by doing).

Assessment methods

The final grade awarded to each student will depend on: i) in-class presentation delivered by the members of each working group of the results their analysis of the assigned terms and conditions; ii) evaluation of checklists developed by each working group following the lecturer’s suggestions and comments on their in-class presentation; iii) voluntary participation in complementary seminars on online data protection (10h “ODP mini-course”) and online platform dispute resolution (10h “ODR mini-course”); iv) final exam in the form of a multiple choice test.

Students who pass the exam (i.e., who are awarded a mark of 18 or above) but wish to re-sit the exam so as to obtain a better mark, can do so, but only once.

Teaching tools

In addition to the teaching materials contained in the course syllabus and the textbook, the lecturer will make use of: PowerPoint slides; online legal databases and journals; and open-source web tools that employ Artificial Intelligence.

Office hours

See the website of Chiara Alvisi