An online sale creates obligations before a customer opens the package. Your checkout process, product descriptions, refund policy, and shipping promises can all affect the agreement. For California businesses, ecommerce terms and conditions should explain those obligations clearly and give buyers a meaningful opportunity to accept them. This article covers what to include, how to present your terms, and where consumer protection rules limit what a contract can do.
What ecommerce terms and conditions should cover
Terms of sale govern purchases, not simply visits to your website. A general website-use policy may address account access and intellectual property without explaining payment, delivery, or returns. Make the purchase rules easy to find and consistent with your actual sales process.
A useful starting point includes:
- Seller identity: Identify the legal entity selling the goods or services and provide customer support information.
- Order acceptance: Explain whether an order confirmation acknowledges receipt or confirms acceptance, and when the transaction becomes binding.
- Prices and payment: State how taxes, shipping costs, discounts, and payment authorization work.
- Delivery: Explain shipment timing, delivery estimates, and procedures for missing or damaged orders.
- Returns and refunds: Describe deadlines, item-condition requirements, exclusions, and any permitted return charges.
- Product-specific rules: Address digital access, licenses, subscriptions, or service scheduling where relevant.
Do not give yourself unrestricted authority to change a completed purchase after payment. Pricing-error and cancellation provisions should define a reasonable process rather than suggest that all customer rights are discretionary. A business contracts review can identify gaps between the written terms and your checkout operations.
Make checkout acceptance clear and provable
A footer link alone may not establish that a buyer agreed to your terms. Courts examine whether users received reasonably conspicuous notice and took an action that clearly communicated agreement. The design matters as much as the wording.
A practical approach is an unchecked box beside a clear statement such as “I agree to the Terms of Sale,” with a visible link immediately beside it. Require acceptance before the purchase proceeds. If you use a purchase button instead, explain conspicuously that clicking it constitutes agreement; enforceability still depends on the surrounding design and circumstances.
- Keep the notice readable on phones and accessible without searching.
- Let customers review and save the terms before purchasing.
- Retain the accepted version, transaction date, and acceptance record.
- Test whether payment shortcuts bypass the notice or consent step.
California Civil Code § 1633.7 recognizes electronic records and signatures, but electronic format does not cure inadequate notice or missing assent. Updating your website also does not automatically replace the terms governing an earlier order.
Align shipping, returns, and product promises
Terms should match product pages, advertisements, checkout disclosures, and customer support messages. A restrictive clause buried in the terms may not undo a prominent promise of free returns or delivery by a particular date.
For covered merchandise orders, the FTC’s Mail, Internet, or Telephone Order Merchandise Rule, 16 C.F.R. Part 435, generally requires a reasonable basis for shipping within the advertised time. If no shipping time is stated, the general rule is shipment within 30 days. When shipment cannot occur on time, the rule requires prescribed delay-consent procedures or a refund. A clause allowing indefinite delays is not a substitute.
California Civil Code § 1723 generally requires a retail seller that does not offer full cash or credit refunds or equal exchanges for at least seven days after purchase to conspicuously disclose its refund, credit, or exchange policy, including applicable periods, covered merchandise, and conditions. The statute has specified exceptions, including goods marked “all sales final” or similar language. If a seller violates the disclosure requirement, a buyer who returns or attempts to return the goods on or before the 30th day after purchase may be entitled to recover the purchase amount. Do not assume that “all sales final” buried in a long document satisfies the exception or eliminates other consumer rights.
Distinguish voluntary returns from remedies for defective or misdescribed goods. Warranty exclusions and liability limits need separate legal review, particularly for consumer purchases. California Civil Code § 1751 provides that a consumer’s waiver of the provisions of the Consumer Legal Remedies Act is contrary to public policy and unenforceable and void.
Give subscriptions their own compliance review
Recurring purchases need more than a sentence saying that charges continue until cancellation. California’s Automatic Renewal Law, Business and Professions Code §§ 17600–17606, as amended effective July 1, 2025, imposes detailed requirements for clear and conspicuous offer disclosures, express affirmative consent specifically to automatic-renewal or continuous-service terms, acknowledgments, consent recordkeeping, cancellation, online termination, renewal reminders, and certain price-change and other notices. The exact requirements depend on the offer, contract terms, and when the contract was entered into, amended, or extended.
Before launching a subscription or free trial, review:
- How the recurring price, billing frequency, trial conversion, and other required terms appear before confirming billing information.
- How you obtain express affirmative consent specifically to automatic-renewal or continuous-service terms and retain verification for the statutory period.
- What acknowledgment customers receive and can retain.
- Which statutory reminders and change notices apply, including notices before expiration of qualifying promotional periods, renewal notices for annual or longer initial terms, annual reminders, and advance notices of certain changes to the amount charged, with the required timing, disclosures, and cancellation information.
- Whether cancellation methods meet current legal requirements, including applicable online cancellation rules.
The enrollment screen, confirmation email, billing system, and cancellation flow must work together. Terms cannot compensate for a cancellation process that creates unlawful barriers.
Review dispute clauses and maintain your records
Choice-of-law, forum, arbitration, and liability provisions are not interchangeable boilerplate. Their enforceability depends on assent, applicable law, fairness, and the transaction. California Civil Code § 1670.5 permits courts to refuse enforcement of unconscionable contract provisions.
Keep a dated archive of each terms version and the customer-facing screens used with it. Review the documents when you change products, payment providers, subscription features, or fulfillment practices. Separate privacy disclosures from sales terms, while keeping both consistent with how the business operates.
Talk to a California business attorney
Itkin Law offers a free consultation to discuss your ecommerce terms and conditions, checkout process, and sales policies. Schedule a free consultation or call (424) 603-8888.
This article is attorney advertising and provides general information only. It is not legal advice and does not create an attorney–client relationship. The law changes, and this article reflects the law as of its publication date. Every situation is different — contact us to discuss how the law applies to your exact circumstances. See our full disclaimer.
