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Online contracts in Italy concluded with a simple checkbox cannot enforce their most protective clauses, the Italian Supreme Court has just ruled in an order that every foreign company selling into Italy should read.
The decision (Court of Cassation, order No. 20945 of 20 June 2026) is short, but its message is sharp. A “flag” ticked on a web form is not a signature. And without a proper signature, the clauses that matter most to your business simply do not bind the other side.
Let me explain why this reaches well beyond the dispute it decided.
What the case on online contracts in Italy was about
The facts are ordinary, and that is exactly the point. An Italian company, ATI, ran a hotel and bought electricity from Enel, a major Italian electricity company, through an online offer. ATI accepted the deal on Enel’s website by ticking a few boxes — the so-called “touch point” process. Later, ATI sued Enel before the court of its own area, Viterbo, claiming it had been overcharged.
Enel objected. It argued that the contract contained an exclusive jurisdiction clause pointing to the courts of Rome, so Viterbo had no power to decide. The lower court agreed that Rome was competent, although on a different ground. ATI then took the jurisdiction question up to the Supreme Court. And the Supreme Court sided with ATI.
A checkbox is not a signature
Here is the core of the ruling. Under Italian law, certain clauses in Ts&Cs that have not been negotiated between the parties are treated as “unfair” or onerous — the so called “clausole vessatorie” of Article 1341 of the Civil Code. Exclusive jurisdiction clauses are the textbook example. Limitation-of-liability clauses, automatic renewals, and restrictions on the right to raise defences sit in the same family. To bind a party, these clauses must be approved specifically and in writing. A generic acceptance of the terms is not enough.
This means in practice that the party that has not drafted the Ts&Cs, e.g., the company running an e-commerce website or any B2C supplier, needs to approve the agreement twice, once in relation to the whole agreement and a second time after the list of unfair clauses. In absence of this second acceptance, the unfair clauses cannot be enforced against the party that has not drafted the agreement, i.e. the buyer.
Does the online world change this? It does not.
The Court confirmed that, under Italian eCommerce law, the ordinary rules on the conclusion of contracts apply to deals closed by electronic means. Therefore, the same specific written approval is required online.
So what counts as “in writing” on a website? The Court accepted that a light electronic signature can do the job for contracts that do not require a written form by law. In practice, that usually means an OTP — a one-time password sent by SMS or email and entered on the platform — within the meaning of the eIDAS Regulation (EU) 910/2014. What does not do the job is a mere tick in a box. Ticking a checkbox, the Court held, is not specific approval. As a result, Enel’s jurisdiction clause had no effect, and the Italian customer could litigate at home.
This rule applies between businesses, not only to consumers
Foreign companies often assume that these formalities protect consumers alone. That assumption is wrong, and the case proves it. Both parties here were businesses. The contract was a pure B2B supply. Yet the Court applied the strict approval rule all the same. In other words, “we only deal business-to-business” is not a defence. If your Italian counterparty is a company, the rule still bites.
Why this matters for your online contracts with Italian counterparts
The practical fallout is significant, and it goes far beyond jurisdiction clauses.
If your online terms with Italian businesses rely on a checkbox, your forum-selection clause may collapse. You drafted it to litigate at home, or in a neutral seat. Instead, you can be dragged before an Italian local court, at the place where the obligation arose or had to be performed.
The same weakness hits your other shield clauses. Liability caps, exclusions, automatic renewals, and similar protections all qualify as unfair clauses. If they were only “flagged,” they may be unenforceable. That can turn a contained commercial risk into an open-ended one.
There is also a burden-of-proof message. The party invoking the clause must prove specific approval. A PDF that shows nothing more than a ticked box will not carry that burden — as Enel learned.
What foreign companies should do now
I would treat this decision as a prompt to revisit your Italian onboarding flow. A few concrete steps follow.
- Map the unfair clauses. Identify every clause in your online terms that qualifies under Article 1341, jurisdiction, arbitration, liability caps, renewals, withdrawal limits, penalties.
- Group and surface them. Reference those clauses specifically in a dedicated section, rather than burying them in the general terms.
- Add a real signature step. Layer a light electronic signature — typically an OTP — over a separate, specific approval of those clauses. One generic “I accept” is not enough.
- Keep the evidence. Store the signature logs, so you can later prove specific approval and not merely acceptance.
- Review legacy contracts. Deals already signed with a checkbox alone may be exposed. Identify the high-value ones and consider re-papering them.
The fix is not hard. The cost of ignoring it can be.
In short
Online contracts in Italy remain perfectly valid when concluded electronically. What the Supreme Court tightened is the standard for their most sensitive clauses. A checkbox closes the deal; it does not arm your protections. For that you need a signature, even a light, electronic one. Build it into your flow now, before a clause you were counting on turns out to be worth nothing.
On the same topic, you may also find interesting the article “The New Digital Withdrawal Obligation for Online Consumer Contracts”.