Policy No: 2078 Responsible Office: General Counsel''s Office Last Review Date: 10/25/2023 Next Required Review: 10/25/2028
The Board of Trustees (the “Board”) of the University of South Alabama (the “University”) has granted authority to the President to sign contractual agreements and documents on behalf of the Board, as well as to delegate such signature authority to other University officials as the President sees fit. As technology has progressed, the University has encountered an increasing amount of click-through agreements that neither require a physical signature nor present an opportunity to negotiate contractual terms and conditions prior to acceptance of the agreement. The purpose of this Policy is to address the review and approval process for click-through agreements.
This policy applies to the University General Division.
Click-through agreement: (also known as a “click-wrap agreement”) consists of an agreement by which one party sets up a proposed electronic form agreement to which another party may assent by clicking an icon or a button or by typing in a set of specified words.
4. Policy Guidelines
The department responsible for the generation of a contract (the “Responsible Department”) shall submit the contract, as well as any online terms and conditions referenced within the contract, to the contract approval system, located at https://jagaspx2.southalabama.edu/docroute/AgreementEntry, for review in accordance with existing University policies. In the case of click-through agreements only, the dean, department head, or administrator of the Responsible Department, as the case may be, or his or her designee, may accept the click-through agreement and its terms and conditions only if all of the following conditions are satisfied:
- The Responsible Department has received approval in the contract approval system from all requested approvers;
- The Responsible Department has received counseling from the Office of the General Counsel as to the potential risk of accepting the click-through agreement;
- The Responsible Department has confirmed to the Office of the General Counsel, in writing or by email, that it is aware of the risk and willing to accept the same; and
- The click-through agreement requires the expenditure of less than $5,000.00 by the University.
If all of the above-described conditions are satisfied except that the click-through agreement requires an expenditure of $5,000.00 or more, the click-through agreement must be electronically signed or accepted by an officer of the University who has been granted signature authority by the Board or President. Upon confirmation from the Responsible Department that it is aware of the risk and willing to accept the same, the Office of General Counsel will either direct a designated contract officer to accept the click-through agreement or will facilitate the acquisition of a limited signature authority memorandum from the President that appoints the dean, department head, or administrator of the Responsible Department, as the case may be, as an authorized signatory for the sole purpose of accepting the click-through agreement designated in the signature authority memorandum.
Faculty and staff are responsible for knowing and following this Policy. Any individual that accepts a click-through agreement in violation of this Policy shall be subject to disciplinary action, and the individual’s department may be responsible for the financial consequences and liability incurred as a result of the subject click-through agreement.