Selling online in Italy involves a series of legal obligations, including the drafting of general terms and conditions of sale. These represent the core of the online sales contract and set out the rights, duties, and liabilities of sellers and buyers. In this article, you will find out what the general terms and conditions of sale are, why they’re key for every ecommerce business, how you can draft and customize them in compliance with Italian law—including the General Data Protection Regulation (GDPR)—and what risks you run if you do not manage them correctly.

If you’re starting or running an online business, it’s important to understand the terms and conditions of online sale, so you can protect your business, be transparent with customers, and ensure regulatory compliance.

What’s in this article?

• What are the general terms and conditions of sale?
  
• How do the general terms and conditions work for online purchases?
  
• GDPR and Italian regulations
  
• Customized general terms and conditions
  
• General terms and conditions for different types of ecommerce businesses
  
• How are the general terms and conditions of sale drafted?
  
• Risks in the event of absent or inadequate general terms and conditions
  
• Integration with Stripe Payments and Stripe Connect
  

What are the general terms and conditions of sale?

The general terms and conditions of online sale are the set of contractual clauses that govern the sale of goods or services through a website. They define the terms of the online sales contract, including the rights and obligations of both the business and the customer. They are therefore a foundational tool for regulating commercial relationships in a transparent manner, reducing the risk of misunderstandings, and helping prevent legal disputes.

The mandatory elements of the general terms and conditions of sale include:

• Payment methods
  
• Shipping timelines and costs
  
• Return and refund policies
  
• Legal and commercial guarantees
  
• Seller’s liability
  
• Consumer rights
  
• Terms of use of the online sales website
  

In Italy, the general terms and conditions of online sale contracts are governed by various regulatory sources: the Italian Consumer Code; the Italian Civil Code; Legislative Decree 70/2003 on ecommerce; and, with regard to unfair commercial practices and transparency of information to consumers, also by the Omnibus Directive (EU Directive 2019/2161)—implemented in Italy by Legislative Decree 26/2023.

How do the general terms and conditions work for online purchases?

The general terms and conditions of sale are contractually binding and apply to all online purchases, but only if the customer can easily consult them and accepts them before completing the order. This is why it’s important to publish them in a clearly visible section of the website and to require explicit confirmation of acceptance during the purchase process, for instance with a checkbox.

Acceptance is a key part of making a sales contract binding, according to Article 1326 of the Italian Civil Code. Furthermore, the general terms and conditions cannot contain unfair terms that are not highlighted or approved separately, otherwise they will be deemed null and void. In ecommerce, clear and transparent terms and conditions also contribute to customer confidence and help reduce disputes. Any future changes to the terms and conditions should be clearly disclosed to registered users.

Are the terms and conditions mandatory?

Yes, the terms and conditions of online sale are required by law when selling goods or services through an ecommerce website aimed at customers or companies.

GDPR and Italian regulations

When drafting the general terms and conditions of online sale, you must also consider the aspects related to the processing of personal data, which is governed by the GDPR and Italian regulations.

While aspects related to the processing of personal data form part of the general terms and conditions, they constitute a specific area with requirements that are separate from the commercial and contractual clauses listed above.

The general terms and conditions must therefore include:

• Clear and accessible information on the processing of personal data
  
• Purpose of processing (e.g., order management, billing, tax compliance, marketing with prior consent)
  
• Legal basis for processing (e.g., performance of a contract or explicit consent)
  
• Data retention periods
  
• How data subjects can access, correct, or delete their data
  
• Adoption of technical and organizational measures to ensure data security (such as encryption, access control, and pseudonymization, i.e., the replacement of identifying data with codes or pseudonyms so they cannot be attributed to a specific data subject without the use of additional information)
  

If you delegate the processing of personal data to external parties (such as payment service providers or ecommerce platforms), it’s important to specify this in the general terms and conditions and ensure that these parties act as data processors in accordance with Article 28 of the GDPR.

In addition, you must indicate users’ rights under Articles 15–22 of the GDPR (access, rectification, erasure, objection, restriction of processing, data portability), along with references for exercising these rights, such as the data controller’s email address or a contact form.

You must also include a link to the privacy policy and cookie policy, as well as a specific reference to the use of data in the general terms and conditions of purchase section. This increases transparency and can strengthen customers’ confidence, especially in a digital environment where personal data protection is a key part of the user experience.

Customized general terms and conditions

When it comes to the general terms and conditions of online sale, no single model is valid for all businesses. If anything, it’s important that you customize the general terms and conditions based on the characteristics of your business:

• Types of products or services sold
  
• Delivery methods and logistics management
  
• Who you target: are your customers businesses (B2B) or private consumers (B2C)?
  
• Commercial policies (discounts, subscriptions, after-sales service)
  

If, for instance, you sell downloadable digital goods, you will need to adopt a different approach from those selling physical products that require shipping. The terms and conditions for using online services must therefore be adapted to the operating methods and characteristics of your business model.

Unfair terms

When you customize the terms and conditions, pay particular attention to unfair terms. These are terms which, if included in a contract drafted unilaterally by the seller, create a significant imbalance to the detriment of the customer. According to Articles 1341 and 1342 of the Italian Civil Code, certain terms (e.g., limitations of liability, right of withdrawal for only one party, tacit contract extensions, forfeitures) are valid only if specifically approved in writing.

In the context of ecommerce, this means requiring a separate checkbox to accept these terms during the purchase process, making their content explicit, and separating them from the rest of the general terms and conditions. Otherwise, the term may be considered null and void with regard to the customer, with potentially serious consequences for the seller.

General terms and conditions for different types of ecommerce businesses

Every ecommerce business has specific needs. Your general terms and conditions of sale must therefore reflect the nature of your business, taking into account the customer base, applicable legislation, and transaction management methods.

B2C ecommerce

In B2C transactions, consumers are protected by mandatory rules. The general terms and conditions of purchase must therefore include:

• Key features of the goods or services, with a clear indication of the total price
  
• Payment methods accepted
  
• Right of withdrawal
  
• Detailed precontractual information
  
• Transparent clauses on shipping, timelines, and costs
  
• Guarantees of conformity (24 months)
  
• Contacts for assistance and complaint procedures
  

These provisions come directly from the Consumer Code (specifically, under Articles 49 and 52) and from Directive 2011/83/EU. Unfair terms are prohibited unless expressly accepted.

B2B ecommerce

In B2B transactions, contracts are not subject to the protections of the Consumer Code. Therefore, the right of withdrawal, the legal guarantee of conformity, and other consumer protection provisions do not apply. B2B sales contracts are primarily governed by the Civil Code.

The general terms and conditions of purchase may include:

• Clauses excluding the right of withdrawal
  
• Negotiable payment terms (e.g., 30, 60, 90 days)
  
• Limitation of liability clauses
  
• Indication in the contract of the competent court in the event of disputes
  

It’s important to draft the conditions clearly, as ambiguities or omissions can lead to disputes between companies.

Marketplaces and platforms

Marketplaces and platforms, where multiple businesses can offer their products or services, must adopt detailed general terms and conditions. It’s imperative that these conditions clearly regulate:

• The legal role of the marketplace operator (direct seller or mere intermediary)
  
• Contractual relationships between the platform, third-party sellers, and end customers
  
• Liability in the event of nonperformance, nondelivery, or faulty products
  
• Rules on handling complaints, refunds, and fees applied
  
• The possible use of algorithms to determine product visibility, as provided for in the Omnibus Directive
  

The marketplace must also ensure that third-party sellers provide conditions of sale that comply with applicable legislation and that users are always informed about who the actual contracting party is in the sales contract.

Customizing the general terms and conditions of your online sales contracts to the type of ecommerce business you run is not only good practice, but also necessary to ensure transparency and reduce the likelihood of disputes. It's a good idea to consult an expert who can draft general terms and conditions that are customized to your website, in accordance with current legislation.

Below is a summary of the key differences between the main ecommerce models:

How are the general terms and conditions of sale drafted?

It’s not possible to provide exact instructions on how to draft customized, compliant terms and conditions of online sale for your specific business. However, we can provide some best practices to keep in mind:

• Use clear and understandable language: Avoid unnecessary technical terms and divide the text into paragraphs.
  
• Enter all the mandatory information: Include the identity of the seller, accurate description of the products, methods of payment, shipping costs, delivery times, right of withdrawal.
  
• Customize according to your business models: For instance, adjust whether your model involves subscription services, digital downloads, or international sales.
  
• Align the conditions with your payment and billing tools: Ensure that your payment service provider’s terms and conditions of online sale accurately reflect payment flows, fees, and timelines.
  
• Consult with an attorney specializing in ecommerce law: A professional review can help prevent penalties and disputes.
  

Risks in the event of absent or inadequate general terms and conditions

If your general terms and conditions of sale are missing or incomplete, it can expose your business to legal and commercial risks, including the possibility of penalties. Some of the problems that could arise are:

• Noncompliance with legislation: Online terms and conditions of sale that fail to comply with the Consumer Code may result in penalties from the competent authorities, such as the Italian Competition Authority (AGCM).
  
• Disputes with customers: In the event of complaints, returns, or payment disputes, it’s difficult to defend your position if your terms and conditions of sale aren’t published online.
  
• Void or ineffective clauses: General conditions that fail to comply with the Italian Civil Code or the GDPR may be invalidated, exposing your company to unforeseen obligations (e.g., undue refunds, obligation to respond even for issues normally excluded from the contract).
  
• Loss of customer trust: Transparency is a key factor in ecommerce. The absence of clear general terms and conditions of purchase can compromise conversion and customer loyalty.
  
• Problems with payment gateways and marketplaces: Many platforms require the publication of general terms and conditions of online sale in order to activate services. If the terms and conditions are not provided, your account may be suspended.
  

Integration with Stripe Payments and Stripe Connect

When defining payment methods, contractual liabilities and payment flows within the general terms and conditions of sale, it’s useful to choose tools that can precisely adapt to the clauses you’re drafting. In this regard, Stripe Payments and Stripe Connect offer ideal solutions for implementing contractual agreements, while ensuring security, transparency, and regulatory compliance.

Stripe Payments makes it possible to accept online payments securely, in full compliance with European legislation, and with a user experience optimized for conversion. Its infrastructure ensures reliability, transparent cash flow management, and compatibility with all major cards and digital wallets. These aspects can be clearly described in the general terms and conditions, offering customer transparency into the accepted payment methods and transaction procedures.

Stripe Connect, on the other hand, is ideal for marketplaces or multiseller platforms: it makes it possible to automatically distribute payments among multiple parties, manage seller onboarding, and simplify tax reporting. The general terms and conditions of online sale can reflect this by specifying the roles of the parties involved, their liabilities, the fees applied, and the timelines for disbursement of funds.