By Paola Haiduscki

E-commerce has ceased to be merely a consumer trend and has taken on a structural position in contemporary retail. The figures confirm this movement: the sector has been experiencing consistent growth in Brazil, driven by the integration of automation, data intelligence, logistics, and personalization of the consumer experience. The point is that this transformation has not yet made sufficiently visible the role that contracts play in supporting this ecosystem.

Behind the apparent simplicity of a purchase made in just a few clicks operates a highly complex chain that is deeply dependent on legal instruments that organize responsibilities, allocate risks, and establish minimum performance parameters among multiple agents.

An e-commerce transaction simultaneously involves digital platforms, sellers, acquirers and sub-acquirers, logistics operators, fraud prevention systems, and post-sales service tools. Each of these agents operates interdependently, and a failure in any link of the chain directly impacts the consumer experience and, consequently, the reputation of everyone involved.

This operational integration also produces relevant legal effects. It requires contracts that go beyond the mere formalization of commercial relationships and begin to function as governance instruments: mechanisms that align expectations, allocate responsibilities, and create operational predictability in an environment characterized by speed and scale.

In traditional retail, the relationship between supplier and consumer was often mediated by physical presence and by procedures that were not highly standardized. The digital environment has reversed this logic: it operates on documented, parameterized, and permanently traceable flows, with electronic order confirmations, automated payment records, public return policies, and delivery tracking systems forming an integrated structure that reduces information asymmetries and reinforces consumer trust.

In this context, contracts assume a function that goes far beyond recording obligations between parties. They come to play a central role in at least four dimensions:

Allocation of responsibilities: in structures involving multiple agents, the precise definition of who is responsible for what (and under which circumstances) is not merely a management option. It is an operational requirement. Poorly structured contracts in this regard generate costly litigation and, frequently, reputational damage that is difficult to measure;

Establishment of performance metrics: the so-called SLAs (Service Level Agreements) have ceased to be instruments exclusive to the technology sector and have become essential components of digital retail contracts. All parameters involving delivery times, platform availability rates, and consumer response times, when properly incorporated into contracts, create accountability mechanisms and encourage continuous operational improvement;

Compliance and data protection: the LGPD imposed obligations on the entire e-commerce ecosystem, from the processing of consumers’ personal data to the sharing of information with logistics and payment partners. Contracts that neglect this dimension expose the parties to administrative penalties, civil liability, and loss of trust—an asset that, in the digital environment, is both the most valuable and the most fragile; and

Prevention and management of disputes: dispute resolution mechanisms, audit clauses, and communication protocols in the event of incidents, when properly structured, reduce the cost and time required to resolve conflicts and preserve strategic business relationships.

Digital retail ultimately operates on trust. The consumer who completes a purchase without seeing the product, without interacting with a salesperson, and without an immediate guarantee of delivery is placing trust in a chain that is, for the most part, invisible to them.

This trust is not built solely through good customer service practices or investments in technology. It is also the result of a well-structured contractual architecture capable of ensuring that, when something goes differently from what was planned, there are clear mechanisms for accountability, remediation, and operational continuity.

For companies that operate or intend to operate in digital retail, whether as platforms, sellers, logistics operators, or payment partners, the sophistication of their contractual structure has ceased to be a differentiator and has become a condition of entry. In markets increasingly driven by reputation and scale, well-structured contracts are not merely instruments of protection: they are themselves factors of competitiveness. Marins Bertoldi Advogados advises companies in the retail and e-commerce sector on the structuring of commercial contracts and the management of legal risks in complex digital chains.