The Importance of Compliance in Mitigating Legal Risks in Electronic Contracts

Elaine Cristina do Nascimento Tadei; Bárbara Teles Araújo da Silva

DOI: 10.22167/2675-6528-202602853

Article derived from a Course Conclusion Work (TCC), with content based on the student’s original work and adapted to the editorial format of the E&S Magazine with the support of the ResumeAI tool, an artificial intelligence solution developed by Instituto Pecege for textual synthesis and organization.

Summary

The growing digitalization of business relationships has driven the evolution of contracts, which have moved from physical and formal instruments to more dynamic electronic models. However, such transactions are subject to new legal risks, and contractual compliance has become a fundamental element to ensure that processes, clauses, and electronic validation methods are aligned with legal norms and good governance practices. Given the existing gaps in the practical application of current regulations, the aim was to propose the creation of means that would provide greater legal certainty to digital transactions. The study aimed to examine the specific legal risks of electronic contracts and present a structured compliance model to provide greater security and adherence to legal standards and requirements, and to mitigate such risks. To this end, an exploratory and qualitative methodology was adopted, supported by a bibliographic review of doctrine, legislation, jurisprudence, and policies of some large business corporations, systematically categorized to allow for comparison between them. As a result, it was found that there are recurring defects in electronic contracts, and compliance has proven to be an indispensable tool for combating them, becoming essential to ensure contractual validity and execution through the proposal of a model based on five pillars that minimizes risks and promotes safer, more transparent, and compliant digital contractual relationships.

Keywords: audit; governance; privacy; technology; transparency.

1. Introduction

The growing digitalization of business relationships has driven profound transformations in the nature of contracts, which have migrated from physical and formal instruments to more dynamic electronic models. This evolution, while offering greater efficiency and agility, introduces new legal risks that demand careful attention (Candeloro et al., 2015). Contemporary society, immersed in the information age, relies heavily on digital environments for various transactions, requiring a robust legal framework to ensure security and validity.

In this scenario, the protection of personal data and the preservation of principles such as justice, ethics, equity, and human dignity have become essential (Souza et al., 2023). The formalization of electronic contracts, therefore, requires special attention to the security and confidentiality of negotiations, ensuring that essential documents are not exposed to unauthorized access in digital environments, which could violate the parties’ secrecy (Fujita, 2013). This context underscores the critical role of contractual compliance as a fundamental element for aligning electronic validation processes, clauses, and methods with legal norms and good governance practices.

One of the significant challenges lies in reconciling data security with the use of technology for sharing, analyzing, and signing contracts. Although the adoption of algorithms and machine learning enhances efficiency and accuracy in contract management, it also raises complex legal issues regarding the protection of parties (Figueiredo and Theodoro Jr., 2021). There is a notable gap in the practical application of current regulations, which often fail to provide sufficient legal certainty for digital transactions, exposing them to vulnerabilities.

The integrated performance of compliance and internal controls areas is, therefore, essential. These areas must map processes, identify risks, and define adequate mechanisms to face the growing dependence on digital platforms for contractual management (Block, 2020). Contractual compliance emerges as an indispensable tool to ensure greater legal certainty in the formalization of electronic contracts, through compliance practices and mechanisms (Pinheiro, 2021). Digital compliance, in particular, aims to protect the set of organizational data, encompassing access controls, informational barriers, and the formulation of robust policies and procedures (Candeloro et al., 2015).

Given the need to propose the creation of means that provide greater legal certainty to digital transactions, considering the existence of gaps in the practical application of current regulations, the present study aims to examine the specific legal risks of electronic contracts and present a structured compliance model in order to provide more security and adherence to legal standards and requirements and mitigate such risks.

2. Material and Methods

For the development of this study, a qualitative and exploratory methodological approach was adopted. The qualitative nature of the research allowed for the critical interpretation and systematization of the analyzed materials, while the exploratory approach sought to deepen the understanding of emerging legal risks and compliance mechanisms applicable to digital operations. From the perspective of technical procedures, the study consisted of documentary research, based on the analysis of relevant jurisprudence and corporate policies (Gil, 2022).

The first methodological step consisted of a comprehensive literature review, aimed at constructing the theoretical framework. Doctrines and scientific articles published in recognized databases, such as Scopus, Web of Science, and the USP Integrated Search Portal, were consulted, prioritizing publications produced between 2010 and 2025. The analysis of relevant legislation was also included, such as the Civil Code, the General Data Protection Law (Law No. 13.709/2018), and the Anti-Corruption Law (Law No. 12.846/2013), providing the conceptual and normative basis.

Subsequently, the selection and examination of jurisprudence related to electronic contracting was carried out. The focus was on topics such as the validity of electronic contracts, electronic certification, authorship, data protection, and civil liability in a digital environment. The search was conducted in the official repositories of the Superior Court of Justice (STJ) and state courts, using terms such as “electronic contract”, “electronic signature”, “digital authorship”, and “digital civil liability”, for the period from 2015 to 2025.

The final jurisprudential sample consisted of four decisions, two from the STJ and two from state courts. The criteria used for the selection and justification of the relevance of each ruling were systematized, allowing for an objective assessment of how judicial decisions addressed the validity and security of electronic contracts, which provided a basis for understanding the requirements of the Judiciary.

The third stage involved the screening and analysis of corporate policies and terms. These documents were obtained from platforms specializing in electronic signature services and contract management, as well as from internal compliance policies published by large business organizations. The choice of these materials aimed to complement the jurisprudential analysis, allowing for an understanding of the practices adopted by the market regarding security, governance, compliance, and risk mitigation in electronic contracts.

The selection criteria for these documents were organized to facilitate comparison and identification of best practices. Elements such as authentication mechanisms, use of encryption, audit trails, personal data protection measures, corporate governance structure, and adherence to legal norms and compliance best practices were considered, providing a comprehensive view of corporate approaches.

After collecting and analyzing the bibliographic, jurisprudential, and documentary material, the data were organized into thematic categories to allow for a systematic and comparative reading of the findings. The main categories defined for the analysis were: legal risks, compliance and governance, personal data protection, digital civil liability, and aspects related to contractual authenticity and validity.

The categorization of data aimed to identify patterns, recurrences, and regulatory gaps present in judicial decisions and corporate policies. Based on this integrated analysis, a structured set of compliance guidelines and best practices was developed, applicable to the formalization of electronic contracts, aiming to contribute to legal certainty, risk mitigation, and regulatory compliance.

The structured compliance model proposed was designed to strengthen digital contractual governance and enhance corporate practices in the use of electronic signature technologies. It organizes essential requirements into five axes: contract lifecycle governance, identification and authentication, integrity and traceability, personal data protection, and management of suppliers and critical infrastructure. Its application occurs through a sequential roadmap that operationalizes these axes, ensuring proportionality between the level of risk and the adopted controls, covering everything from initial contract classification to periodic audit and review.

3. Results and Discussion

The evolution of business relationships to the digital environment has imposed a profound reconfiguration in the traditional conception of contracts, which historically were based on physical instruments and rigid formalities. It has been observed that legal doctrine recognizes the intrinsic link between social organization and the need for mutual agreements, which underpins the very essence of the contract (Tartuce, 2025). However, the migration to e-commerce platforms and virtual environments, such as the metaverse, requires a rereading of the essential contractual elements, especially regarding the lawfulness and possibility of the object, since new digital realities may present situations not contemplated by current legislation (Gonçalves, 2020).

The validity of a contract, which presupposes a lawful and legally possible object, faces challenges in the digital context, where the object may exist only in virtual space. This particularity reinforces the need for robust mechanisms to ensure legal certainty and compliance. The structural transformation of contracts also reflects a change in consumer behavior, who seeks convenience and agility in online transactions, making purchases with a single click. Although this practicality offers benefits, it also amplifies the risks related to legal certainty, data protection, and the authenticity of contractual relationships, demanding the adoption of compliance mechanisms to prevent fraud and illicit acts (Pinheiro, 2021).

In this scenario, the normative framework became crucial to guarantee legal certainty in the virtual environment. Law No. 12.965/2014, known as the Marco Civil da Internet (Internet Civil Framework), establishes fundamental principles such as freedom of expression, the protection of privacy and personal data, network neutrality, network stability, security, and functionality, the proportional responsibility of agents, and the preservation of the network’s participatory nature (Brasil, 2014). These principles are vital for a democratic, secure, and transparent digital environment, and are indispensable for the analysis of electronic contracts, especially regarding data protection and civil liability in the use of technologies.

Complementarily, Article 5, item X, of the Constitution of the Republic (Brazil, 1988), by guaranteeing the inviolability of privacy and the confidentiality of personal data and the content of information transmitted on the network, underscores the importance of compliance mechanisms to ensure the effectiveness of these norms. The transition from physical to electronic contracts, therefore, is not just a change of format, but an evolution that requires continuous adaptation of legal and corporate practices to protect the parties involved and ensure the integrity of digital transactions.

The importance of contractual compliance for the protection of legal certainty

The application of compliance programs in electronic contracting has proven essential for aligning contract formalization with legal provisions and regulatory procedures. In the digital environment, it is crucial to assess the impact of the service or product, the responsibilities, and the risks involved, ensuring that the contracting is adequate, secure, and legally valid, which reduces vulnerabilities and strengthens corporate governance (Pinheiro, 2021). Digital compliance, although associated with the protection of data and confidential information, differs from contractual compliance, which focuses on the direct application of compliance principles in contract formalization, seeking legal certainty (Santos, 2024).

The preventive function of compliance is complemented by “due diligence”, a structured process of investigating and analyzing business opportunities before contractual formalization. This procedure aims to identify and assess legal, operational, and reputational risks, allowing for safer decisions. In the context of electronic contracting, “due diligence” on suppliers, partners, and clients enables the development of action plans to mitigate vulnerabilities (Santos, 2024). Strategic information and business characteristics must be kept confidential, avoiding undue exposure of sensitive data, which reinforces the duty of secrecy between parties (Fujita, 2013).

For contractual compliance to be effective, companies need to adapt to the new digital governance model, applying compliance guidelines before formalization on electronic platforms. This adaptation requires the integration of legal norms, internal regulations, and corporate policies, strengthening risk prevention and the credibility of digital contractual relationships (Santos, 2024). The structuring of Boards of Directors, Fiscal, Audit, and Eligibility is necessary to implement and oversee the guidelines (Block, 2020). Furthermore, the Privacy Policy and Terms of Use must be adapted to legal provisions, ensuring the alignment of corporate practices with regulatory requirements and transparency in user relations.

In practice, the effectiveness of contractual compliance depends on the implementation of internal audit routines to identify and correct vulnerabilities in digital systems. It is crucial to adopt corporate policies that promote continuous training of employees and the mapping of internal processes, aiming for more efficient, transparent management aligned with digital governance best practices (Block, 2020). Such actions strengthen the credibility of electronic contracting and ensure compliance with regulatory standards and ethical principles, contributing to a safer and more reliable digital business environment.

Main vices in electronic contracts

The analysis of electronic contracts revealed that their validity and enforceability are recognized when there is technically auditable proof of the signatory’s authorship and the document’s integrity, obtained through audit trails, access logs, and cryptographic sealing. This requirement aligns with the guidance of the Third Panel of the Superior Court of Justice (STJ), which dispenses with registration in the Brazilian Public Key Infrastructure (ICP-Brasil) as a condition of validity, admitting advanced electronic signatures as long as authenticity and integrity are proven (Brazil, REsp. 2.159.442/PR, 2024). This shifts the controversy from the formal to the technical-evidentiary field.

The collected evidence demonstrated that the digital nature of contracting subjects them to specific vulnerabilities that can compromise their formalization and enforceability. Among these vulnerabilities, notable ones include defects of consent, authentication failures, absence of essential clauses, and amplified risks in complex virtual environments. The occurrence of these situations reinforces the need for compliance controls that prioritize transparency, robust authentication, and evidence governance (Santos, 2024). The invalidity regime applicable to these contracts converges with the Civil Code (Brazil, 2002), which provides for voidability for defects of will (error, fraud, duress, state of danger, and lesion) and relative incapacity, and absolute nullity for serious defects that offend public order.

In terms of governance, typical digital environment incidents, such as identity error, informational fraud, and online coercion, demand robust formation and authentication controls. Structural fraud, in turn, requires immediate responses and escalation compatible with the hypothesis of nullity (Figueiredo and Theodoro Jr., 2021). Informational fraud, arising from relevant omissions, manipulated interfaces, and identity simulation, leads to error and violates good faith, generally resulting in contract voidability (Brasil, 2002). To mitigate these risks, compliance must promote transparency through layers of highlighting, confirmation windows, contractual text versioning, flow screenshots, and timestamps, forming an evidence matrix of “disclosure” (Figueiredo and Theodoro Jr., 2021).

The invalidity of a legal transaction arises when the will is expressed illegally, configuring a serious defect that justifies the application of the maximum penalty. An example of a defect of consent is error regarding the identity of the party in intuitu personae transactions, such as when a child uses their parents’ data to contract, and the other contracting party accepts the transaction believing it to be the legitimate holder (Figueiredo and Theodoro Jr., 2021). In the digital environment, the difficulty of verifying user authenticity is latent, making it essential to structure practical mechanisms to legally protect the parties involved in electronic contracting.

Practical contractual compliance mechanisms that ensure effectiveness

Technological mechanisms offer significant opportunities for contractual compliance. The “blockchain” technology, for example, organizes contractor data into encrypted blocks, shielding the information contained in electronic contracts and hindering third-party access (Marchesin, 2022). Although “blockchain” does not allow data removal and can only be tampered with by controlling more than 50% of the network, it verifies schedules and data, but does not guarantee the veracity of the recorded information. In the context of the metaverse, this technology does not yet prove fully effective in validating the identity of the parties in electronic contracts (Marchesin, 2022).

As a complement, the formalization of legal transactions on digital platforms can be improved with the use of digital certificates, which allow secure access to the virtual environment and electronic signature, ensuring greater authenticity and integrity (Santos, 2024). When requesting a digital certificate, the user receives two cryptographic keys: a public one, which is shareable, and a private one, under the exclusive control of the holder. This mechanism guarantees the authenticity of the parties and contributes to the structuring of encrypted blocks, hindering undue transactions (Marchesin, 2022). Law No. 14.063/2020 (Brazil, 2020) classifies electronic signatures as simple, advanced, and qualified, each with different levels of security and proof of authorship and integrity.

The integration of “smart contracts” with “blockchain” technology emerges as a relevant alternative, as electronic contracts can be programmed to include data and rules that allow for automated verification of the parties’ identity and capacity (Santos, 2024). “Smart contracts” possess autonomy, self-sufficiency, and decentralization. Autonomy translates into self-execution when the prerequisites are met, ensuring efficiency and security. Self-sufficiency defines contractual rules and penalties, executing them automatically. Decentralization allows contracts to be confirmed directly by the contracting parties, distributed across the network, and without centralized processing (Marchesin, 2022).

The use of biometrics was proposed as a more effective mechanism than passwords or digital certificates for authentication, due to unique and unalterable physical characteristics, which significantly reduce the risk of fraud and increase reliability (Santos, 2024). To ensure compliance and protect user privacy, the implementation of a valid contract generation module is essential. The holder must expressly authorize the use of information through acceptance of the Terms of Use and Privacy, in addition to a specific consent form for biometric data (Santos, 2024). Companies that market products and services in virtual environments can establish specific rules for user access, highlighting the importance of contractual compliance in both the use of platforms and electronic contracting.

It is fundamental that organizations identify the risks present in digital negotiations, define mechanisms to face them, and implement practices that mitigate them, ensuring the legal security of the parties. The combination of technologies such as blockchain, digital certificates, smart contracts, and biometrics, allied with well-structured compliance policies, offers a path to strengthen the security, authenticity, and integrity of electronic transactions, mitigating the vices and vulnerabilities inherent in the digital environment.

Comparative study between jurisprudence and compliance policies

The comparative analysis between jurisprudence and corporate policies revealed preliminary patterns indicating the recognition of the validity of electronic contracts as extrajudicial executive titles, provided their authenticity and integrity are proven. The Superior Court of Justice (STJ), in the judgment of REsp No. 1,495,920/DF (Brazil, 2018), recognized the executability of electronic contracts signed with an ICP-Brasil digital certificate, even without the presence of two witnesses, applying the functional equivalence principle. This decision consolidates the validity of electronic contracts, encouraging digital compliance practices and reinforcing the adoption of secure technological mechanisms for legal certainty.

In addition, the STJ, when judging AgInt in REsp No. 2,163,004/DF (Brazil, 2024), reinforced the need for robust mechanisms to ensure authenticity and presence, requiring companies to adopt reliable technological solutions to identify the signatory and ensure the unequivocal manifestation of will. This guidance is even more relevant in the context of the metaverse, where the risks of fraud and identity theft are amplified, making the use of multi-factor authentication, biometrics, and digital certification indispensable. Thus, legal validity in electronic contracting depends not only on the form but on the reliability of the mechanisms used to ensure authorship and the integrity of the legal transaction, aligning with the General Data Protection Law (LGPD) and good governance practices.

In state courts, decisions reinforce the importance of robust evidence in electronic contracting. The Court of Justice of Paraná, in Ordinary Appeal No. 0000778-75.2021.8.16.0110 (Paraná, 2022), validated a set of evidence that included internet protocol (IP), geolocation, selfie, and acceptance records, demonstrating that the combination of technical elements can ensure legal certainty. In contrast, the Court of Justice of Rio de Janeiro, in Appeal No. 0000724-16.2021.8.19.0211 (Rio de Janeiro, 2025), considered the isolated use of a “selfie” insufficient to prove electronic banking contracting, reinforcing the need for more robust contracting mechanisms. These decisions directly impact compliance with the LGPD, as the use of systems such as biometrics, geolocation, and IP involves the processing of personal data, requiring express consent.

The analysis of corporate policies of companies operating in digital environments revealed the implementation of advanced compliance practices. A large Brazilian retail company, for example, uses a clickable contract model that configures the consumer’s express consent at the end of the purchase, in accordance with the Civil Code (Brazil, 2002) and Law No. 14.063/2020 (Brazil, 2020). This term presents clear rules and complies with the Consumer Defense Code, ensuring transparency regarding prices, deadlines, payment methods, return policy, and right of withdrawal (Marques, 2011), in addition to linking the contract to the privacy and data protection policy.

Another example is a renowned digital subscription platform, which adopts advanced governance and compliance practices, ensuring cutting-edge encryption and secure protocols for data transmission and storage. This company holds ISO 27001 and PCI DSS certifications, and implements audit mechanisms with traceability, recording each step of digital contracts. Its internal policies include risk management, access controls, and multifactor authentication, aligning with LGPD requirements and market best practices, demonstrating how technological solutions can offer legal security, transparency, and reliability.

A payment institution, aiming to become a large bank, illustrates the robustness of internal governance, with risk, compliance, and internal audit areas aligned with the regulatory requirements of the Central Bank. Within information security, this institution adopts multiple layers of protection, including strong authentication and encryption, ensuring the integrity of digital operations and the protection of customer data. Its compliance policies are supported by advanced electronic controls, with real-time monitoring, continuous auditing, anomaly detection, and efficient risk management, which reinforces transparency and traceability in internal processes.

The integrated analysis of these corporate documents reveals a multilayered pattern, supported by compliance mechanisms and consolidated information security practices, demonstrating alignment with market best practices and regulatory requirements. The retail company integrates business ethics and transparency practices, while the digital signature company reinforces secure digital document management with authentication and encryption protocols. The payment institution presents a structure allied with advanced electronic controls for continuous monitoring and risk mitigation, evidencing that well-structured policies, supported by technology and organizational culture, are essential to ensure regulatory compliance, data protection, and operational sustainability.

Proposition of a structured compliance model for electronic contracts

The proposed structured model configures a practical and verifiable “framework”, intended for the mitigation of legal risks in the formalization and management of electronic contracts. Its structure converts legal requirements, jurisprudential understandings on authenticity, authorship, and integrity, and good corporate practices into minimum controls, evidence artifacts, and standardized procedures applicable to the digital contractual cycle. The model seeks to reduce recurring defects, especially those related to consent failures, fragility in proving authorship and authenticity, absence of essential clauses, governance deficiencies, and inadequacies in personal data processing. Furthermore, it aims to increase the evidentiary robustness necessary to guarantee the validity, integrity, and enforceability of electronic contracts, ensuring that document formation and management are supported by audit trails, technical records, and reliable custody mechanisms.

The model architecture is organized into five axes, which establish the essential requirements for secure, transparent, and legally effective electronic contract governance. Axis 1, named contract lifecycle governance, structures the stages of formation, approval, versioning, and archiving of the electronic contract. It defines roles, responsibilities, and approval authorities, in addition to establishing segregation of duties (SoD) to prevent undue decisions. Operationalization occurs through a RACI matrix, workflow with checkpoints, mandatory versioning, and a single repository, ensuring traceability and consistency between versions. The generated evidence, such as approval trails, version history, and change logs, ensures adequate document control, reducing risks such as the absence of essential clauses, discrepancies between versions, and out-of-competence approvals, thereby strengthening contract governance from the outset.

Axis 2, identification, authentication, and electronic signature, defines the necessary controls to ensure the correct identification of signatories and the authenticity of the manifestation of will in the digital environment. It guides the adoption of mechanisms proportional to the contract’s risk, such as two-step verification, biometrics, and the use of the appropriate level of electronic signature, as provided for in Law No. 14.063/2020. It also determines the capture of essential records, such as IP, geolocation, device, contract reading flow, and timestamp. The evidence produced constitutes a probative dossier of authorship and consent, reducing risks of identity error, credential fraud, and consent defects, strengthening the legal security of contract formation.

Axis 3, integrity, traceability, and custody, focuses on preserving the integrity of the electronic contract and the complete traceability of interactions throughout its formalization. To this end, it requires the use of “hash”, timestamp, detailed audit trails, and chain of custody procedures that prevent unauthorized modifications. These records allow for the technical and verifiable demonstration that the document has remained intact from signing to archiving. This axis reduces risks related to authenticity disputes, improper alterations, evidentiary weaknesses, and loss of executive force, ensuring that the digital instrument maintains legal validity equivalent to the physical one.

Axis 4, personal data protection and consumer relations, ensures that the processing of personal data present in the contractual cycle is aligned with the LGPD and the principles of the Consumer Defense Code (CDC). Thus, it defines the appropriate legal basis, limits collection to the minimum necessary, records consents when required, controls access to information, and applies security measures compatible with the risk level. It also includes the formalization of data processing agreements, retention policies, and incident response procedures. This axis minimizes risks related to inadequate data processing, undue information exposure, regulatory sanctions, and reputational impacts, preserving compliance and trust in the digital environment.

Axis 5, supplier management and critical infrastructure, ensures that the electronic signature provider and other third parties involved in the contractual process operate with adequate levels of security, availability, and compliance. It establishes the need for “Service Level Agreement” (SLA), business continuity plans, disaster recovery tests, periodic “due diligence”, and portability and custody mechanisms for evidence. These controls prevent loss of documents, critical interruptions, or the inability to prove acts performed on the contractual platform. In this way, the axis reduces risks associated with system unavailability, excessive supplier dependency, and operational failures, as well as risks that would compromise the legal effectiveness of contracts.

Risk classification and proportionality of controls

The risk classification is adopted at three levels, defined by combined criteria such as economic value, nature and complexity of the obligation, sensitivity of personal data, regulatory impact, operational criticality, and reputational risk. For low-risk contracts, involving reduced values and low data sensitivity, controls such as basic authentication with minimal evidence, simple electronic signature, operational approval, and storage in a single repository are required. For medium-risk contracts, with moderate repercussions or dependence on internal policies, the controls include reinforced authentication, advanced electronic signature, legal and compliance review, requirement for “hash” and timestamp, in addition to extended evidence retention.

For high-risk contracts, which are strategic, confidential, or of great value and regulatory impact, more robust controls are required, such as strong authentication, including biometrics when applicable, qualified electronic signature, multiple approval authorities, and reinforced chain of custody. The application of the model occurs through a sequential roadmap that operationalizes the five axes, ensuring proportionality between the level of risk and the adopted controls. This roadmap includes the initial classification of the contract by risk level, the identification and validation of parties with mechanisms proportional to the risk, and the definition of the electronic signature level, with justification recorded in the dossier.

The sequential script proceeds with the execution of the internal approval flow, following the RACI matrix, defined authorities, segregation of duties (SoD), and compliance “checkpoints”. The electronic formalization of the contract on the designated platform involves capturing essential metadata, such as “hash”, timestamp, IP, geolocation, device, and reading flow, in addition to preserving the version history. The storage, custody, and safekeeping of evidence must occur in a single, secure repository, with access control and retention policies adhering to LGPD and regulatory requirements. Finally, the process includes periodic auditing and review, with integrity verification of evidence, recovery tests, incident analysis, and lessons learned for continuous improvement.

In summary, the research demonstrated that the validity and security of electronic contracts critically depend on the proof of authenticity and integrity, as well as the mitigation of consent defects and authentication failures. The proposed compliance model, structured in five axes and adapted by risk levels, offers a practical framework for strengthening governance, traceability, and data protection, aligning corporate practices with legal and jurisprudential requirements. This systematic approach is fundamental to ensuring safer, more transparent contractual digital relationships that comply with current standards, directly addressing the objective of mitigating the legal risks inherent in these transactions.

4. Conclusion

The study sought to examine the legal risks inherent in electronic contracts and propose a structured compliance model to mitigate such risks and ensure legal conformity. It was found that the transition of business relationships to the digital environment introduced specific vulnerabilities, such as defects of consent, authentication failures, and the absence of essential clauses, which compromise the validity and enforceability of contracts. Jurisprudential analysis and corporate policies demonstrated that legal certainty in electronic contracting critically depends on the technical proof of authorship and integrity, driving the adoption of mechanisms such as digital certificates, biometrics, and traceability technologies.

In response to these challenges, the study proposed a structured compliance model, organized into five axes, which offers a practical and verifiable framework for managing electronic contracts. This model aims to strengthen the governance of the contractual lifecycle, improve the identification and authentication of signatories, ensure document integrity and traceability, guarantee the protection of personal data and consumer relations, and optimize the management of suppliers and critical infrastructure. The application of this framework, adapted by risk levels, contributes significantly to the legal certainty of digital transactions, minimizing defects and vulnerabilities. Thus, compliance is consolidated as a fundamental element for the organization, operation, and reliability of contractual formalization processes in a digital environment, promoting safer, more transparent relationships in accordance with current regulations.

Bibliographic References

Block, M. 2020. Compliance e Governança Corporativa. 3ed. Freitas Bastos, Rio de Janeiro, RJ, Brasil.

Candeloro, A.P.P.; Rizzo, M.B.M.; Pinho, V. 2015. Compliance 360°: Riscos, estratégias, conflitos e vaidades no mundo corporativo. 2ed. Trevisan Editora Universitária, São Paulo, SP, Brasil.

Figueiredo, H.L.; Theodoro Jr., H. 2021. Negócio Jurídico. Forense, Rio de Janeiro, RJ, Brasil.

Fujita, J.S. 2013. Dano moral e a pessoa jurídica. Revista de Direito das Faculdades Integradas de Jaú 1(1): 129-142.

Pinheiro, P.P.

Souza, B.L.T. de; Pontes, E.V.; Vaz, T.J.T. 2023. Inteligência artificial e o direito: inovações, riscos, e desafios para o ordenamento jurídico brasileiro. Revista Jurídica Gralha Azul 1(28): 164-179. Disponível em: <https://revista.tjpr.jus.br/gralhaazul/article/view/190/143>. Acesso em: 14 set. 2025.

Article originating from the Final Course Work of the Specialization in Compliance and ESG of the MBA USP/Esalq

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