Hidden Clauses, Big Impact: Why You Should Read Website T&Cs

Posted On - 21 May, 2024 • By - King Stubb & Kasiva

Have you ever clicked “agree” to a website’s Terms and Conditions (T&C) without actually reading them? Let’s be honest, most of us have. But what happens when a dispute arises between the parties involved? Can the arbitration clause buried within those T&C agreements hold weight in legal proceedings?


Imagine booking a stay at a hotel through an online platform, agreeing to the terms and conditions listed on the website. Later, a dispute arises regarding payment and service quality. You expect fair compensation, but the website you used to book throws a curveball – an arbitration clause tucked away in their T&Cs. This clause dictates that any disagreements must be settled through arbitration, a private process outside the traditional court system. This hypothetical situation mirrors the real-life situation addressed in a recent Delhi High Court case, highlighting the important role of arbitration clauses in digital agreements.

The Case: A Click Away From Arbitration?

In OSPL V. NIKHIL BHALLA[1] case, the Delhi High Court grappled with the question of whether an arbitration agreement, embedded within the T&C of a digital contract, holds binding authority over the parties involved. The dispute stemmed from a contractual arrangement between OSPL, a hospitality service provider, and Nikhil Bhalla, who operated a hotel listed on OSPL’s online platform.

The crux of the dispute revolved around the interpretation and application of the arbitration clause contained within the T&C published on OSPL’s website. Nikhil Bhalla alleged non-compliance with the terms of the Master Online Commercial Agreement (MOCA) by OSPL, leading to financial losses. On the other hand, OSPL contended that the disputes fell within the scope of the arbitration agreement, as stipulated in the T&C accessible via a hyperlink in the MOCA.

The legal arguments put forth by both parties revolved around the interpretation of the MOCA and the incorporation of the arbitration clause by reference to the T&C on OSPL’s website. Nikhil Bhalla argued that the arbitration clause was not explicitly mentioned in the MOCA and, therefore, could not be binding. Conversely, OSPL asserted that the MOCA expressly referred to the T&C, thereby incorporating the arbitration clause as part of the agreement.

Court’s Ruling And Implications:

In its verdict, the Delhi High Court emphasized the importance of a preliminary examination to determine the existence of an arbitration agreement and arbitrable disputes. The Court held that once an arbitration agreement is prima facie established, the Arbitral Tribunal should decide on the arbitrability of the disputes in the first instance. This ruling highlights the principle of party autonomy and the enforceability of arbitration clauses in digital agreements.

The Takeaway:

The OSPL v. Bhalla case serves as a wake-up call for everyone who conducts business online.  Moreover, this case sets a precedent for the enforceability of arbitration agreements in online transactions, shaping the framework of digital commerce and dispute resolution.

Legal Principle Explanation
Prima Facie Examination Courts conduct a preliminary review to determine the existence of an arbitration agreement and arbitrable disputes.
Incorporation by Reference Arbitration clauses in terms and conditions are binding if explicitly referenced in the main contract, even if not directly mentioned in the agreement.
Party Autonomy Parties have the freedom to choose arbitration as a dispute resolution mechanism, as long as the agreement is valid and enforceable.
Online Transactions The enforceability of arbitration clauses in digital agreements highlights the significance of reviewing and understanding online T&Cs


The case of OSPL v. Nikhil Bhalla underlines the evolving nature of legal disputes in the digital era. With the rise of online transactions, the enforceability of arbitration clauses embedded within digital agreements gains significance. This landmark judgment by the Delhi High Court reaffirms the principle of party autonomy and highlights the pivotal role of arbitration in resolving disputes arising from such transactions. Moving forward, both businesses and consumers must exercise caution and ensure they understand the implications of clicking “agree” to those often-overlooked T&Cs.

[1] https://www.casemine.com/judgement/in/6627d6079bda9863a1ff1e67.

King Stubb & Kasiva,
Advocates & Attorneys

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