From E-Signatures to AI-Driven Contracts: How Mauritius is rewriting the Rules of Digital Transactions

The approach emerging from the Amendment Act is increasingly functional and technology-neutral. Rather than focusing on the medium through which a transaction is conducted, the legislation places greater emphasis on identity, intention, reliability, integrity and control.

This is particularly relevant to businesses operating across borders, high-volume digital platforms, fintech and financial services businesses, and enterprises increasingly using automated or AI-enabled systems.

From Form to Function

One of the most notable features of the Amendment Act is its move away from form-based concepts towards functional equivalence.

An electronic signature may satisfy a legal requirement for a signature where the method used identifies the person and indicates that person’s intention in relation to the electronic record, provided that the method is reliable and appropriate for the purpose.

The focus is therefore less on the particular technology used and more on whether the process provides an appropriate level of assurance in the circumstances.

This gives businesses greater flexibility in designing electronic contracting processes, while placing greater responsibility on them to ensure that the method adopted is appropriate and sufficiently reliable for the transaction concerned.

Electronic Transferable Records: Moving Beyond The PDF

Perhaps the most commercially significant development is the recognition of electronic transferable records.

An electronic transferable record cannot be denied legal effect merely because it is electronic. This creates a framework for documents traditionally dependent on paper to perform their legal function electronically.

The significance goes beyond simply converting a paper document into a PDF. Transferable documents may involve concepts such as possession, transfer, control and integrity, which do not translate automatically into a digital environment.

The Amendment Act addresses these issues by providing mechanisms through which an electronic record can satisfy those functions.

The real innovation is therefore not simply going paperless. It is creating a legal framework in which an electronic record can perform functions traditionally associated with a transferable paper document. This has potentially significant implications for paperless trade, logistics, financing and other commercial transactions.

Control in a Digital Environment

This leads to one of the more important conceptual changes introduced by the Amendment Act: control.

Paper-based legal systems have traditionally relied on physical possession. In a digital environment, there is no physical document to possess. The Amendment Act therefore recognises exclusive control of an electronic transferable record, together with identification of the person exercising that control.

The question accordingly shifts from who possesses the document to who has exclusive control over the electronic record.

This is not merely a technical distinction. Businesses and technology providers will need to consider how control is established, evidenced and transferred. For systems supporting electronic transferable records, the architecture of the system may therefore become directly relevant to the legal analysis.

Reliability: A Legal and Technological Question

Reliability runs throughout the new framework.

For an electronic record to qualify as an electronic transferable record, a reliable method must be used to identify the record, maintain control over it and preserve its integrity.

The Amendment Act identifies a number of relevant factors, including data integrity, protection against unauthorised access, hardware and software security, independent audits, accreditation or supervisory declarations, and applicable industry standards.

This brings technology and legal analysis much closer together. The reliability of an electronic transaction may depend, at least in part, on the technical architecture supporting it.

Businesses should therefore look beyond the final electronic document. The systems, controls, security measures and audit trails supporting the transaction may form an important part of the evidential record.

Automated Contracting: The Legal Framework Catches Up with the Technology

The Amendment Act expressly recognises contracts formed or performed through automated message systems.

An automated system may initiate actions or respond to data messages without human review of each individual action. A contract cannot therefore be denied validity merely because a natural person did not review or intervene in each transaction.

This is particularly relevant as commercial activity becomes increasingly automated, including through e-commerce platforms, automated procurement systems and AI-enabled technologies.

The provision provides a statutory foundation for recognising automated contracting, but it does not give blanket validity to everything an automated or AI system does. Issues such as authority, contractual scope, error, consumer protection and other substantive legal requirements remain relevant.

The Amendment Act also introduces a specific mechanism dealing with certain input errors. Where an automated system does not provide an opportunity to correct an error, a person may, subject to specified conditions, withdraw the erroneous communication by notifying the other party as soon as possible and provided that the person has not used or received a material benefit from the relevant goods or services.

This is a targeted protection, not a general right to unwind an online transaction.

Electronic Contracting: The Process Matters

The Amendment Act places greater emphasis on how contractual terms are presented and communicated electronically.

Where contractual terms are negotiated electronically, each party must ensure that the other receives the relevant communications in a clear and accessible manner.

Businesses should therefore consider whether their electronic contracting processes allow the contracting party to:

• identify the relevant contractual terms;
• access and retain those terms;
• understand when and how the terms become binding; and
• establish what information was presented and communicated at the relevant time.

For businesses entering into large volumes of contracts electronically, the contracting process itself may become important evidence in any subsequent dispute.

Online Offers and Contract Formation

The Amendment Act also provides greater clarity around electronic offers to the general public.

A proposal made electronically to the public, including through an interactive ordering application, will generally be treated as an invitation to make an offer unless it clearly indicates an intention to be legally bound upon acceptance.

For online platforms, the transaction process should therefore make clear:

• when the customer submits an order;
• when the business accepts it;
• when the contract is formed; and
• how pricing, availability and technical errors are dealt with.

Clear drafting and a properly structured transaction process can prevent significant uncertainty later.

Cross-Border Transactions: Location is Becoming Less Relevant

The Amendment Act recognises the inherently international nature of electronic commerce.

An electronic transferable record cannot be denied legal effect merely because it was issued or used abroad. The location of a server or information system does not, by itself, establish the place of business of a party. Nor does the use of a country-specific domain name or email address, on its own, establish a party’s place of business in that country.

The same approach applies to foreign electronic signatures and certificates. Under section 15A, the geographical location where a certificate was issued, an electronic signature was created or used, or the issuer or signatory has its place of business does not, by itself, determine the effectiveness of the certificate or electronic signature.

These provisions reflect the reality that digital transactions routinely cross jurisdictional boundaries and support the broader objective of facilitating cross-border electronic transactions and paperless international trade.

Integrity of Electronic Signatures

The Amendment Act also strengthens the integrity requirements applicable to electronic signatures by requiring that alterations made to an electronic signature after its creation be detectable.

This is significant from an evidential perspective. The ability to establish what was signed, when it was signed and whether the electronic record has subsequently been altered is central to confidence in electronic contracting.

What Should Businesses Be Doing Now?

The practical impact of the Amendment Act is likely to be felt not only in legal documentation, but in the way businesses design and operate their digital contracting systems.
Businesses should consider:

• whether their electronic signature processes provide an appropriate level of assurance;
• how electronic records are created, stored and protected;
• how control over electronic transferable records is established and transferred;
• whether audit trails adequately evidence the transaction;
• how automated systems deal with authority, errors and acceptance; and
• whether online contracting processes clearly communicate terms and establish when a contract is formed.

For businesses handling transferable commercial documents electronically, the questions are more fundamental: who has control, how is control transferred, how is integrity preserved, and how can those matters be demonstrated if the transaction is challenged?

The Broader Direction of Travel

The 2026 amendments represent a significant evolution in Mauritius’ electronic-transactions framework.

The law is moving beyond the simple recognition that electronic communications and signatures can have legal effect. It is beginning to address the infrastructure of digital commerce itself: identity, intention, control, reliability, integrity, automation and cross-border recognition.

The next generation of electronic commerce will not simply involve people signing documents electronically. It will increasingly involve systems creating, transmitting, accepting, storing and acting upon legally significant records with limited human intervention.

The Amendment Act provides Mauritius with a legal framework capable of accommodating that reality.