Click-through agreements often are used for limiting liability and delineating how disputes will be settled.
• When faced with an "agree" button, many of us just click without reading the fine print. If it's related to your business, take the time to read through the details.
• Before clicking, or when sending out a click-through agreement, make sure the person who will press the button has the authority to enter into the agreement.
When finalizing contracts, I used to consider the deal incomplete unless I had "ink on paper" -- a signature at the end of the document signifying acceptance of and agreement to the terms and conditions. But times are changing, and so am I. Today there are several ways to make a contract enforceable and binding without a traditional signature.
The catch, however, remains this: For there to be a contract, there has to be an agreement.
MORE THAN DIGITAL
Today, a contract can be executed and enforceable without ink on paper. This applies to vendor deals, and also the commitments you ask of your attendees. The most common method is via electronic signatures, covered by the Federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), both of which have been adopted by most states. These laws hold that electronic transactions cannot be challenged merely because they are executed in an electronic form.
Such legislation has evolved in tandem with how the technology industry has fashioned agreements with consumers. When you buy software and download the program, you are presented with a document of terms and condition. By your action of clicking the "agree" button, you have entered into a contract with the makers of the software before you ever open a new file. Similarly, when you purchase an airline ticket today, you go through the selection process, and then you get to a final statement that declares, "I agree to the terms and conditions."
WHAT IT MEANS TO YOU
Over the past 25 years, the courts have wrestled with the question of what allows this so-called "click through" model to be a substitute for ink on paper, and today there are several accepted ways to make such a contract legal and binding. Meeting professionals should note the following.
• Determine whether the terms and conditions that you are asking someone to accept by clicking "agree" are understandable and reflect the needs of the deal. These terms should avoid "legalese."
• If the contract has multiple obligations and variations, it might be better to break the document up into a series of sub-agreements and have the parties click through those separate parts, requiring agreement to each section.
• If your agreements are asking for sensitive information, whether it's credit-card or personal data, be sure to include a privacy statement along with an explanation of how you will use any details the other party provides.
All in all, "click through" can work great or it can be a disaster. This is one area where I urge you to have your terms and conditions reviewed by legal counsel to make sure they are covering all of your needs.
Jonathan T. Howe, Esq., is a senior partner of the Chicago, St. Louis and Washington, D.C., law firm of Howe & Hutton Ltd., specializing in meetings and hospitality law. Email questions to him at email@example.com.