Accepting online contracts on behalf of a corporation

Question

I use a computer and the Internet for work. I use a lot of software that is licensed to my employer.

Say some software licensed to my employer pops up its license on my employer's computer and demands that someone click an accept button. Or say that my employer has me, as part of my job duties, go to a web site that displays a terms of service and take an action there, like registering or posting to a company social media account. Or say that in the course of doing research that my employer has told me to do, I make a search on Google.com, which they would reasonably expect me to do but which I was not directly told to do.

How does the legal system determine whether the resulting contracts are with my employer as a corporate entity or with me as a natural person? How do I tell? Who is responsible for watching the terms of service for changes that my employer might need to decline, or knowing whether things that are warranted by the visitor in the terms are actually true?

Answer 1

How does the legal system determine whether the resulting contracts are with my employer as a corporate entity or with me as a natural person? How do I tell?

The law of agency is one of the oldest parts of the common law. So long as your actions (e.g. name of user, address, etc.) are consistent with the employer being the party to the contract and you have apparent authority to act on behalf of your employer (which you almost always would in these circumstances), the employer is bound contractually.

An agent is not bound by a contract entered into on behalf of a disclosed principal. So, if it is possible to determine that the employer was a party to the contract, you are not bound.

Usually, these kinds of contracts don't give rise to significant personal liability so your personal liability is not an issue. But, if the employer was for some reason not disclosed and there was liability, the employer would have a duty to indemnify and defend you from any claim against you (i.e. hire a lawyer at its expense and pay anything you were required to pay).

Who is responsible for watching the terms of service for changes that my employer might need to decline, or knowing whether things that are warranted by the visitor in the terms are actually true?

If you are doing so, you need to do so in good faith as an agent of the employer if it is your job. If you are unsure, you can ask your employer.