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Electronic Commerce Services Agreement

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NETGATEWAY, INC. ELECTRONIC COMMERCE SERVICES AGREEMENT

THIS ELECTRONIC COMMERCE SERVICES AGREEMENT (the "Agreement") is made effective as of the Acceptance Date set forth in the initial eCommerce Series Order Form (October 1, 1999) accepted by Netgateway, a Nevada corporation ("Netgateway"), and the subscribed identified below ("Subscriber").

PARTIES:

Subscriber Name:

Address:

Phone:

Fax:

Netgateway, Inc. Address:

Phone:

Fax:

1. ELECTRONIC COMMERCE SERVICES.

1.1 ECOMMERCE SERVICES. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Netgateway internet Commerce Center(TM) ("Netgateway ICC") provide to Subscriber the services described in the eCommerce Services Order Form(s) accepted by Netgateway, or substantially similar services if such substantially similar services would provide Subscriber with substantially similar benefits, all on a non-exclusive basis (the "eCommerce Services").

1.2 AVAILABILITY. ECommerce Services will be available to Subscriber for inquiry and order entry functions twenty-four (24) hours a day, seven (7) days a week.

1.3 ENHANCEMENT. General enhancements to existing eCommerce Services provided hereunder, as well as new features that Netgateway incorporates into its standard commerce processing system, regardless of whether they are initialed by Netgateway or Subscriber at no additional cost.

1.4 TRAINING. At no cost to Subscriber, Netgateway shall provide such onsite training and other assistance as Netgateway deems necessary to assure that Subscriber's personnel are able to make effective use of the eCommerce Services.

1.5 SUBSCRIBER DATA.

(a) Subscriber will timely supply Netgateway, in a form acceptable to Netgateway, with all data necessary for Netgateway to perform the ongoing services to be provided hereunder.

(b) Confidentiality.

(c) Protection of Subscriber Files.

(d) Ownership of Data.

2. FEES AND BILLING.

2.1 FEES. The eCommerce Services Order Forms shall set forth the financial obligations of the parties under this Agreement.

2.2 BILLING COMMENCEMENT. Billing for eCommerce Services indicated in the eCommerce Services Order Forms shall commence on the "Operational Date" indicated in the eCommerce Services Order Forms.

2.3 BILLING AND PAYMENT TERMS. Netgateway shall invoice Subscriber monthly in advance of the provision of Internet commerce Services.

2.4 TAXES, UTILITIES AND EXCLUSIONS. All charges shall be exclusive of any federal, state or local taxes.

3. SUBSCRIBER'S OBLIGATIONS.

3.1 COMPLIANCE WITH LAW AND RULES AND REGULATIONS.

3.2 ACCESS AND SECURITY.

3.3 NO COMPETITIVE SERVICES.

3.4 INSURANCE.

(a) Minimum Levels.

(b) Certificates of Insurance.

(c) Naming Netgateway as an Additional Insured.

4. CONFIDENTIAL INFORMATION.

4.1 Confidential Information.

4.2 Exceptions.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Warranties by Subscriber.

5.2 Warranties and Disclaimers by Netgateway.

6. LIMITATIONS OF LIABILITY.

6.1 Exclusions.

6.2 Limitations.

6.3 Maximum Liability.

6.4 Time for Making Claims.

6.5 Subscriber's Insurance.

6.6 Basis of the Bargain; Failure of Essential Purpose.

7. INDEMNIFICATION.

7.1 Netgateway's Indemnification of Subscriber.

7.2 Subscriber's Indemnification of Netgateway.

7.3 Notice.

8. DISPUTE RESOLUTION.

8.1 Procedures.

8.2 Binding Arbitration.

8.3 Arbitrator's Authority.

8.4 Enforcement of Arbitrator's Award.

8.5 Access to Courts.

9. TERM AND TERMINATION.

9.1 Term. Effective on the date first above written.

9.2 Termination.

9.3 No Liability for Termination.

9.4 Effect of Termination.

9.5 Survival.

10. USE OF ECOMMERCE SERVICES - RULES AND REGULATIONS.

10.1 Proprietary Systems.

10.2 Use of Services Personal to Subscriber.

10.3 Survival of Obligations.

11. MISCELLANEOUS PROVISIONS.

11.1 Force Majeure.

11.2 No Lease.

11.3 Marketing.

11.4 Government Regulations.

11.5 Non-Solicitation.

11.6 Governing Law; Dispute Resolution, Severability; Waiver.

11.7 Assignment; Notices.

11.8 Relationship of Parties.

11.9 Entire Agreement; Counterparts.

Subscriber's and Netgateway's authorized representatives have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.

SUBSCRIBER:

Signature:

Print Name:

Title:

NETGATEWAY:

Signature:

Print Name:

Title:

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What an Electronic Commerce Services Agreement Covers

An Electronic Commerce Services Agreement (Electronic Commerce Services Agreement) is a contract that defines the relationship between a service provider and a customer for online transaction functionality. It allocates responsibilities for hosting, payment processing, transaction records, security controls, uptime commitments, support, and regulatory compliance. The agreement also documents authentication methods, audit trails, data retention, incident response, and liability limits. Well-drafted terms reduce ambiguity about service levels, data ownership, breach notification, and transition obligations when services end or change hands.

Why this agreement matters for electronic transaction programs

A clear Electronic Commerce Services Agreement assigns risk, documents compliance with ESIGN and UETA standards, and establishes authentication, retention, and incident procedures so parties can rely on electronic records and signatures.

Why this agreement matters for electronic transaction programs

Core sections to include in a professional agreement

A complete Electronic Commerce Services Agreement groups commercial and technical commitments into distinct sections so obligations, remedies, and controls are easy to find and enforce.

Scope of Services

Describe precisely which electronic commerce functions are provided (payment processing, gateway services, transaction logging, reporting). Include any excluded activities and attach technical exhibits that define interfaces, supported file formats, and uptime measurement methods.

Security and Privacy

Specify encryption standards, authentication methods, breach notification timelines, and data handling. Identify obligations for HIPAA or PCI compliance where applicable, and require the provider to maintain reasonable administrative, physical, and technical safeguards.

Service Levels

Define uptime targets, maintenance windows, measurement methodology, credits or remedies for downtime, and acceptable response and resolution times for incidents and service requests to align expectations between parties.

Payments and Fees

Document pricing, invoicing cadence, accepted payment methods, billing dispute procedures, and consequences for nonpayment, including suspension rights and any passthrough costs for third-party services.

Data Retention and Access

State retention periods, export formats, data portability requirements at termination, backup frequency, and obligations to produce transaction logs and audit trails to support audits, dispute resolution, or regulatory requests.

Liability and Indemnity

Allocate risk with clear liability caps, indemnities for intellectual property and third-party claims, exceptions for gross negligence or willful misconduct, and insurance requirements that match the service risk profile.

Who typically completes an Electronic Commerce Services Agreement

Both procuring organizations and service providers complete this agreement when electronic transaction services are involved.

  • SaaS and payments vendors that host gateways, transaction logs, or settlement services for customers.
  • Corporate legal and procurement teams negotiating liability, service levels, and data controls.
  • IT and security leads responsible for integration, authentication, and audit trail requirements.

Match the document template to the industry, ensure authorized signatories are identified, and document any required regulatory addenda before execution.

Step-by-step: how to complete the agreement

Follow this ordered checklist to prepare, validate, and execute the Electronic Commerce Services Agreement with minimal rework.

  • 01
    Prepare: Gather scope, exhibits, security requirements, and signatory authority.
  • 02
    Populate: Enter names, effective date, fees, and exhibit references in every field.
  • 03
    Review: Legal and security teams verify indemnities, SLAs, and compliance clauses.
  • 04
    Execute: Sign electronically or in-person; distribute signed copies and store originals.

How to configure an online signing workflow

Set these workflow fields to reduce signer friction while meeting authentication and retention needs.

Workflow Field Configuration
Authentication Method Email link | SMS code | KBA for high-assurance
Signing Order Sequential | Parallel depending on role dependencies
Required Fields Name, title, signature, date | Make conditional where needed
Retention Setting Automatic archive | Exportable PDF + audit trail

Technical requirements for eSigning and eSubmission

Select a signing platform that supports secure transport, audit trails, and document export in standard formats (PDF, PDF/A, DOCX) while integrating with your systems.

  • Integrations: Salesforce, Microsoft 365, NetSuite, Google Workspace
  • Formats: PDF, DOCX, HTML export supported
  • Authentication: Email, SMS, KBA, or SSO for higher assurance

Confirm platform security (TLS 1.2/1.3, AES-256 at rest), required certifications, and any BAAs for HIPAA; map storage and access controls to contract retention obligations and audit needs.

Where to send the completed agreement and typical routing

Decide routing before execution so copies, filings, and archival steps occur automatically after signing.

  • To Counterparty: Send final signed copy to the other contracting party for records.
  • Internal Records: Store executed agreement in corporate contract repository and finance systems.
  • Regulatory Filing: Submit required records to regulators if the agreement triggers reporting obligations.
  • Archive: Retain signed PDF with audit trail in secure long-term storage.

Key timeframes and notice periods to track

Monitor statutory and contractual dates to avoid late notices or missed filing obligations.

Effective Date and Term:

Agreement start and end dates determine when rights and obligations apply.

Renewal/Cancellation Notice:

Observe notice windows stated in contract to allow orderly transition.

Invoice Payment Terms:

Track net days and late-payment cure periods to avoid suspension.

Regulatory Reporting:

File or produce reports within regulator-specific deadlines when required.

Data Export on Termination:

Schedule data retrieval and export within the contract’s prescribed timeframe.

Milestones from negotiation to archival

Track milestone stages so each team knows deliverables and handoffs during the contract lifecycle.

01

Negotiation Complete

Finalize all commercial and technical exhibits before signature circulation.

02

Internal Approvals

Obtain legal, security, and finance sign-off per company policy.

03

Execution

Complete all signatures and capture the full audit trail.

04

Archive and Retain

Export signed files and store according to retention schedule.

Security, compliance, and technical controls to require

Transport Encryption: TLS 1.2/1.3
Data Encryption: AES-256 at rest
Audit Trail: Comprehensive timestamped event log
Certifications: SOC 2 Type II | ISO 27001
Regulatory Compliance: ESIGN, UETA, HIPAA (BAA required)
Accessibility: WCAG 2.0 Level AA

Penalties and legal risks to watch for

1099 Late Filing: $60–$330 per form (IRC §6721)
Intentional Disregard: $660+ per form, no cap (IRC §6721)
I-9 Paperwork: $281–$2,789 per violation (8 CFR §274a.2)
HIPAA Violations: Civil and criminal penalties, monetary fines
Breach Notification: Contractual and statutory notice obligations with deadlines
Data Loss Liability: Replacement costs, regulatory fines, reputational harm

Common mistakes that cause delays or disputes

  • Failing to identify authorized signers and executing with individuals who lack binding authority, which can render a contract unenforceable and trigger re-signing.
  • Omitting clear authentication and retention clauses so parties dispute whether an electronic copy and its audit trail meet legal or regulatory requirements.
  • Using vague service descriptions or missing technical exhibits that lead to disagreements over supported transaction types, throughput, or error-handling procedures.
  • Neglecting to attach required addenda for regulated industries (for example, a HIPAA BAA or PCI addendum), creating noncompliance risk and potential fines.

Practical tips for accurate and efficient completion

Use standardized templates and preapproved clauses to reduce negotiation time and ensure consistent controls across contracts.

Use Master Templates
Keep an up-to-date template library with approved legal and security language to speed drafting and reduce negotiation cycles.
Preauthorize Signers
Maintain a current list of individuals with signing authority and required thresholds for countersignatures to avoid invalid signatures.
Automate Workflows
Configure sequential signing, reminders, and conditional fields to reduce manual handoffs and missing information.
Preserve Audit Trails
Ensure the chosen platform records IP, timestamps, and actions and that exportable certificates are retained with each signed file.

Real-world examples of Electronic Commerce Services Agreement use

These short examples show how organizations use agreements to standardize electronic transaction services and confirm compliance.

Optica Ventures — COO

Optica standardized vendor contracts to centralize payment processing and logs.

  • The update reduced signature friction for external partners.
  • The result was clearer responsibilities for incident response and easier audits of transaction records across multi-state operations, improving legal certainty.

Tech Data — CEO

Tech Data used a standardized Electronic Commerce Services Agreement for its platform integrations.

  • This enabled consistent SLAs across partners.
  • The company reported improved internal processes for onboarding partners, clearer billing terms, and faster dispute resolution on transaction errors.

eSignature vendor pricing and capability snapshot for contract signing

Compare typical starting costs and key capabilities. signNow is listed first in the table per platform comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Electronic Commerce Services Agreements

Answers to common legal, technical, and procedural questions about creating, signing, and storing Electronic Commerce Services Agreements.


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