As we move forward in our ever-digital world, businesses are affected more than ever by the ability to communicate more quickly and efficiently. One serious implication for business and technology is the click-wrap agreement. It’s a weird name, but it’s an agreement that you can sign with the click of a button, whether on your computer, tablet, phone, etc. I like to call them “click-to-sign” agreements.
Back in olden times, contracts needed to be signed (sealed) with your official signature, which often included your FULL name (yes, this includes your middle name and any suffixes). These days, it is still recommended to manually sign your name to any contract in which you enter, but click-wrap agreements can be useful for certain types of business contracts.
For example, big companies like Apple love to use click-wrap agreements with customers. Every time you update your software with Apple, for example, you’re agreeing to their terms and conditions by clicking the “I Accept” button at the bottom of the page. Some of these agreements actually require you to scroll through the entire agreement before you can click that “agree” button (more on this later). Personally, I’ve been known to just scroll without doing much reading, and I know that most people will do the same.
The good thing about click-wrap agreements is that courts and legislative bodies throughout our country are starting to take notice and issue rulings/policies regarding what click-wrap agreements must contain in order to be enforceable. Here are some guidelines for you if you are planning to incorporate a click-wrap agreement for your business:
- Talk to an attorney! You don’t know what you don’t know, and if you’re worried at all about whether your agreement will be enforceable, it’s worth the time and expense to get the opinion of a licensed attorney who is familiar with the topic.
- Make sure the signing party is able to review the agreement, in its entirety, before agreeing. Like what I mentioned above, requiring your customers/vendors/etc. to read/scroll through before signing ensures that they have the opportunity to review all terms.
- The signing party should also be able to re-read after signing. This can be easily accomplished by emailing a copy to them after they click to sign.
- Do not allow the signing party access to your goods/services before they sign the agreement.
- As with any other contract, the terms of the agreement should be clear and conspicuous. Don’t try to get cute.
- Make the click button conspicuous and use clear language such as “I Agree” or something similar.
- Provide notice of the consequences of assent. For example, you should include some language like “By clicking I agree, I acknowledge that I will be bound by the above terms and conditions as they apply to this agreement.”
By following the above guidelines, I am in no way guaranteeing that you won’t have issues with your contract. Simply put, these guidelines can help to create a better and less ambiguous contract. For an opinion about any specific contract or term, speak to a licensed attorney.
This post is purely informational, but it’s important to understand the implications of a click-wrap agreement. Click-wrap agreements are very cool and very efficient, but they must be drafted carefully and with conscious thought. If you do not approach them the right way, you risk offering an unenforceable or unconscionable agreement. Don’t rush out and copy a contract that you found on the internet, because that’s how many business owners get into trouble.
There is one more benefit to using click-wrap agreements, if they are appropriate for your type of contract – they save paper! By storing the agreement electronically, you don’t need to worry about using or wasting paper.
For more information, please contact us at firstname.lastname@example.org or call (919) 627-8602.