Contracts for E-commerce & D2C Businesses
Online retail runs on terms most founders never read: the ones binding your customers, and the ones your suppliers and logistics partners wrote in their own favour.
An e-commerce business needs terms of sale and a privacy policy covering customer data and payments, supplier or manufacturing agreements defining quality and delivery, logistics terms, and marketplace or influencer agreements where those channels are used.
Your contract stack
Roughly in the order you’ll need them. Each links to what our lawyers check in that document.
Before your first order — returns and refunds live here
Before collecting customer or payment data
Your first production run — quality and defect liability matter most
Third-party warehousing or delivery, where loss and damage liability sits
Any paid creator partnership — deliverables and usage rights
Hiring operations, support, or marketing staff
Taking physical space for storage or retail
Manufacturing under license, or licensing your own brand for a private-label range
Where e-commerce & d2c businesses actually get caught
Defect liability that stops at your supplier
You are liable to your customer for a defective product. Whether you can pass that cost back depends entirely on the quality warranty and indemnity in your supplier agreement — which suppliers routinely draft narrowly.
A returns policy that contradicts your terms
Marketing pages, checkout copy, and the actual terms of sale often say three slightly different things about returns. In a dispute, the inconsistency tends not to help you.
Payment and customer data obligations
Handling payment details and customer data brings obligations that scale with volume and geography, and they attach to you even where a processor does the actual handling.
Goods lost in someone else’s warehouse
Third-party fulfilment contracts frequently cap liability for lost or damaged stock at a figure well below the value of inventory you will actually be holding there.
A trademark license that does not cover the channel you actually sell through
A license scoped to physical retail does not automatically extend to marketplaces, your own D2C site, or a specific geography — read the license-scope terms against exactly where and how you sell, not just what you sell.
Clauses that matter most here
Plain-English explanations of the terms that carry the most weight in this industry.
Frequently asked questions
Terms of sale covering ordering, payment, delivery, and returns, plus a privacy policy covering customer and payment data. Beyond the customer-facing side, supplier agreements and logistics terms are where most of the commercial risk actually sits.
Not sure which contract you need first?
Upload whatever you have for a free Contract Health Check, and a lawyer will tell you what’s missing as well as what’s wrong.