redactedWe all do it. Scroll, scroll, click "I agree." Most of us never stop to ask how that click becomes a binding contract, or whether it does. For most people, it doesn't much matter. For someone buying a business that sells online, it matters a great deal. If the system behind that click wasn't built properly, you could be inheriting a disaster. You are buying every contract the website made When you acquire an e-commerce store, a subscription service or a business with a customer portal, you are not just buying a website. You are buying every agreement that website formed with every customer. Those terms of service often govern the parts of the business a buyer cares most about: recurring charges, refunds, liability limits, licences to customer content, and where and how disputes are resolved. They are a big part of the revenue and the risk you are paying for. Most buyers look at the storefront: the design, the traffic, the conversion rate. The contracting system behind it gets far less attention, even though it decides whether those terms will hold up when you need them. How a click becomes a contract in Ontario Ontario law accepts that a contract can be formed online without a handwritten signature. The Electronic Commerce Act, 2000 recognizes acceptance by "touching or clicking an icon or other place on a screen." But the Act does not decide whether a particular customer is bound by a particular set of terms. That turns on the process: whether the customer had fair notice of the terms, took a clear step to accept them, and had unusual or onerous terms brought to their attention. Not every format is equal. Here is how the common approaches compare: redactedCalling a process "clickwrap" does not fix an unclear notice or a misleading button. What matters is how it actually works. Four things to test in due diligence 1. How acceptance actually works. Ask to walk through the sign-up and checkout flow yourself. Is there an unchecked "I agree" box tied to the terms, or only a footer link? Is the business clearly named, and can the customer keep a copy? A footer link should support an affirmative acceptance step, not replace one. 2. Whether Ontario's consumer rules were built in. If the target sells to consumers, the Consumer Protection Act, 2002 applies to internet agreements where the consumer's total potential payment is more than $50. The business must give clear, prominent disclosure before the agreement, an express chance to accept, decline or correct errors, and a copy within 15 days. If a step was missed, consumers may be able to cancel. Terms that stop a consumer from suing in the Ontario Superior Court of Justice or joining a class action are invalid to that extent. 3. How the terms were changed. Many sellers have rewritten their terms over the years. A clause saying "we may change these terms at any time by posting a new version" should not be relied on. For consumer agreements, specific rules govern amendments, and in some cases the customer's explicit agreement is required. If the seller simply posted new terms, existing customers may not be bound by them. 4. What the system recorded. Ask the seller to produce, for a sample of customers, which version of the terms each one accepted, when, and what the acceptance screen looked like. Good records include the account identifier, date and time, version number, the acceptance wording shown and the confirmation email sent. If no one logged it, the seller may not be able to prove any customer agreed to anything. What a weak system means for the deal These problems rarely show up on the website. They show up after closing, when a customer disputes a charge, a subscriber cancels, or you need a liability limit to work. Weak online terms do not always end a deal. But finding them before you sign gives you options. Depending on what diligence turns up, a buyer may want to: • Reflect the risk in the price or deal structure • Ask the seller for specific representations about how customer agreements were formed and recorded • Require fixes before closing, such as a proper acceptance flow and version control • Plan a re-acceptance process for existing customers after closing The right approach depends on the business, its customers and the size of the exposure. That is a conversation to have with your own legal counsel and advisors early in the process. The bottom line If you are buying a business that sells online, look behind the click. The storefront tells you how the business sells. The contracting system tells you whether those sales are protected. For a deeper look at what makes online terms enforceable in Ontario, including a "Before You Launch" checklist that doubles as a useful set of diligence questions, read our Knowledge Centre article: How Can Ontario Businesses Form Enforceable Terms of Service Online? This article is general information only and is not legal advice. It reflects the law as stated in the linked article, current to October 25, 2026. Speak with your own legal counsel and advisors about any specific acquisition. redacted