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Running a business will mean dealing with contracts daily. They are, after all, legally enforceable documents that businesses use to underpin commercial dealings. It also means the courts are able to order damages if one party breaches the contract. For online businesses, contracts are essential. This is especially the case when engaging with customers who order goods from your website. Two common agreements that you can use for an online business are a click wrap agreement and a browse wrap agreement. This article will explain what these two agreements are and when you should use them.

Click Wrap Agreement

A click wrap agreement is a legally binding contract that a customer must accept before buying goods or services from your online business. The agreement contains the terms and conditions for what your customer is buying and should clearly define the actual product or service that they are buying. A customer will often agree to a click wrap agreement through a check box that indicates they have read and agreed to the agreement.

Browse Wrap Agreement

On the other hand, a browse wrap agreement is a contract that a customer agrees to when they access the website. A browse wrap agreement is an implied agreement as there is no active acceptance of the agreement by the customer. This means you should not use this agreement when your business is selling goods and services online.

Click Wrap Agreement vs Browse Wrap Agreement

Agreement

The main difference between a click wrap agreement and a browse wrap agreement is how the parties agree to it. The parties must actively agree to a click wrap agreement by either ticking or box or filling out an online form. This shows that both parties intended for the agreement to be binding. However, merely accessing a website will be enough to show that a consumer has agreed to a browse wrap agreement. 

Legal Enforceability

Another difference between a click wrap agreement and a browse wrap agreement is the legal enforceability of each of them. Because both parties have to make it clear, a click wrap agreement is usually fully enforceable. This means that a court can uphold the terms of it, and if either party breaches it, the other party may be ordered to pay them damages for any loss that has been incurred. However, a browse wrap agreement is not always binding. This is because there is no clear acceptance on the part of the customer. A legally binding contract must contain a clear acceptance, and if they cannot prove this, it will not be enforceable. The customer may also not intend for the contract to be binding, which makes the agreement unenforceable. 

However, there may be certain circumstances where a browse wrap agreement is legally enforceable. This may be where the customer knows that they are accepting a browse wrap agreement before they access the site, showing that the customer intended for the agreement to be binding.

Key Takeaways

If you run an online business, it is important to ensure you are using the correct type of contract for it to be enforceable. The main difference between a click wrap and a browse wrap agreement is that a customer has to manually agree to a click wrap agreement when they buy a good or service. In contrast, a customer automatically accepts a browse wrap agreement when they access a website. Therefore, you must know when to rely on each agreement. 

If you would like more information or clarification about what agreement is best for your business, contact LegalVision’s commercial contract lawyers on 0800 005 570 or fill out the form on this page.

Frequently Asked Questions

Can browse wrap agreements be enforceable?

Yes, they can be enforceable as long as they meet all the requirements of a binding contract. The most contentious element in this situation will be whether the parties intended to be bound to a contract.

How do I get my customer to sign a click wrap agreement?

You can include a check box on the payment page of your website with the agreement attached. The check box must be blank as the default setting.

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