The principal agreement which underpins CargoDocs™ is the ESS-Databridge™ Services & Users Agreement (DSUA).  It regulates the operation of the Services and provides the legal framework within which the Users of the Exchange can create and send shipping documents, including electronic Bills of Lading, electronically. 

Essential Characteristics
The key feature of the DSUA is that it is a multilateral agreement between all Users of the Exchange and between each User and ESS. This is a prerequisite for the creation of legally effective eDocs (and, in particular, electronic Bills of lading), ensuring that all participants are committed to treating electronic documentation as the functional and legal equivalent of paper documents.

Reviews
Version 2009.3 is the result of extensive comment and has received industry approvals from a number of sources:

• International Group of P&I Clubs: ESS obtained IG Approval for an earlier version of the DSUA on April 14^th, 2007 – this was confirmed for v.2009.3 on November 17^th, 2009.  IG approval involved a comprehensive review of the DSUA by US and UK Counsel for the IG.  Club Circulars: In circulars published in September 2010, the 13 Clubs in the International Group advised all members that standard P&I risks associated with the carriage of cargo under an eB/L issued using ESS’s CargoDocs™ Services are within members’ standard terms of cover, provided they have signed version 2009.3 of the DSUA
• Leadership in Energy Automated Processing: LEAP (representing oil majors, trading houses & banks) appointed a leading QC to review the DSUA to demonstrate that, in principle, eB/Ls can be used instead of paper Bills of Lading. The opinion, given in January 2008, does not raise any barriers to their use.
• Industry Workshops: from 2006 to 2009, a number of workshops were held with stakeholders (including ExxonMobil, Total, BP, Shell, Statoil and ConocoPhillips) to obtain feedback on the terms of the DSUA. Their comments, as well as those of their outside counsel, were incorporated in the approved DSUA, v. 2009.3.

Signatories and Amendment Procedure
The industry approved DSUA, v. 2009.3, has been signed by a number of key stakeholders, including leading oil majors, commodity traders, banks, tanker operators, ship agents and independent inspectors. As such, because of its multilateral nature, it can only be amended by using the formal mechanism in the Agreement, which involves the Legal Workgroup of the DDG.  If Users have any comments, these will be presented to the DDG Legal Workgroup to review at their next meeting.  

Other Contracts
Use of eDocs will also impact on other contracts relating to the international sale of goods. As a result, appended to the DSUA are model clauses which can be used to amend Charterparties, Sale of Goods Contracts and Documentary Credits to allow for the use of eDocs.

Warning
This Overview is intended to give a high level overview of the DSUA. It is not intended to identify all issues which a potential User may consider significant. If you would like to set up a call to introduce the structure of the Agreement and explain some of the reasoning behind it, please contact our General Counsel, Marina Comninos by email: legal@essdocs.com.