From Chatbot to Checkout: Who Pays When Transactional Agents Play?

Disclaimer: Please note that nothing below should be construed as legal advice. 

If 2025 was the year of agentic systems, 2026 may be the year these technologies reshape e-commerce. Agentic AI systems are defined by the ability to complete more complex, multi-step tasks, and exhibit greater autonomy over how to achieve user goals. As these systems have advanced, technology providers have been exploring the nexus between AI technologies and online commerce, with many launching purchase features and partnering with established retailers to offer shopping experiences within generative AI platforms. In doing so, these companies have also relied on developments in foundational protocols (e.g., Google’s Agent Payment Protocol) that seek to enable agentic systems to make purchases on a person’s behalf (“transactional agents”). But LLM-based systems like transactional agents can make mistakes, which raises questions about what laws apply to transactional agents and who is responsible when these systems make errors. 

This blog post examines the emerging ecosystem of transactional agents, including examples of companies that have introduced these technologies and the protocols underpinning them. Existing US laws governing online transactions, such as the Uniform Electronic Transactions Act (UETA), apply to agentic commerce, including in situations where these systems make errors. Transactional agent providers are complying with these laws and otherwise managing risks through various means, including contractual terms, error prevention features, and action logs. 

How is the Transactional Agent Ecosystem Evolving? 

Several AI and technology companies have unveiled transactional agents over the past year that enable consumers to purchase goods within their interfaces rather than having to visit individual merchants’ websites. For example, OpenAI added native checkout features into its LLM-based chatbot that hundreds of millions of consumers already use, and Perplexity introduced similar features for paid users that can find products and store payment information to enable purchases. Amazon has also released a “Buy For Me” feature, which involves an agentic system that sends payment and shipping address information to third party merchants so that Amazon’s users can buy these merchants’ goods on Amazon’s website. 

Many of these same companies are developing frameworks and protocols (e.g., A2A, AP2, UCP, ACP, and MCP) that can combine to facilitate transactional agents across e-commerce. At the same time, merchants are modifying their experiences to ensure their goods can reach transactional agent users.  

Application of Existing Laws (such as the Uniform Electronic Transactions Act)

As consumer-facing tools for agentic commerce develop, questions will arise about who is responsible when transactional agents inevitably make mistakes. Are users responsible for erroneous purchases that a transactional agent may make on their behalf? In these cases, long-standing statutes governing electronic transactions apply. The Uniform Electronic Transactions Act (UETA), a model law adopted by 49 out of 50 U.S. states, sets forth rules governing the validity of contracts undertaken by electronic means, and suggests that consumer transactions conducted by an agentic system can be considered valid transactions.

First, the UETA has provisions that apply to “electronic agents,” which are defined as “a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual.” This is a broad, technology-neutral definition that is not reserved for AI. It encompasses a range of machine-to-machine and human-to-machine technologies, such as automated supply chain procurement and signing up for subscriptions online. The latest transactional agents can take an increasing set of actions on a user’s behalf without oversight, such as finding and executing purchases, so these technologies could potentially qualify as transactional agents. 

This means that transactional agents can probably enter into binding transactions on a person’s behalf. Section 14 of the UETA indicates that this can occur even without human review when two entities use agentic systems to transact on their behalf (e.g., an individual user of a system that buys goods on their behalf and that of an e-commerce platform that can negotiate order quantity and price). At a time where agentic systems representing distinct parties interacting with each other are edging closer to reality, these systems could bind the user to contracts undertaken on their behalf despite the lack of human oversight. However, a significant caveat is that the UETA also says that individuals may avoid transactions entered into by transactional agents if they were not given “an opportunity for the prevention or correction of [an] error . . . .” This is true even if the user made the error. 

Finally, even if an agentic transaction is deemed valid and a mistake is not made, other legal protections may apply in the event of consumer harm. For example, a transactional agent provider that requires third parties to pay for their goods to be listed by the agent, or gives preference to its own goods, may violate antitrust and consumer protection law. There is also a growing debate over the application of other longstanding common law protections, such as fiduciary duties and “agency law.”

What Risk Management Steps are Transactional Agent Providers Taking to Manage Responsibility?

Managing responsibility for transactional agents can take varied forms, including contractual disclaimers and limitations, protocols that signal to third parties an agentic system’s authorization to act on a user’s behalf, as well as design decisions that reduce the likelihood of transactions being voided when errors occur (e.g., confirmation prompts that require users to authorize purchases):

• Contractual disclaimers of responsibility: Organizations should consider how they characterize their relationships with users of agentic systems, including through the use of contract disclaimers of responsibility for transactions between users and third party merchants. However, it has also been suggested that such disclaimers that completely allocate responsibility to users may raise enforceability issues, for example under contract law’s unconscionability doctrine. 
• Protocols that signal the scope of a user’s authorization to third parties: Transactional agent providers should also evaluate how a third party may perceive their actions, as these may provide the basis for a third party arguing that the agent was not acting on the user’s behalf. This may take the form of using various protocols that can communicate the limits of the agentic system’s authority to conduct a purchase, including those that allow parties to separate benign from undesirable agentic systems and ensure that a system is not impersonating an individual without their authorization. 
• Error prevention and correction features: Organizations should address the UETA-related risk of contracts being avoided by users in the absence of pre-purchase error and correction measures through the thoughtful design of UI flows and implementation of human review steps. Transactional agent providers and others do this through various means, such as confirmation prompts, alerts, and purchase size limits. These measures are important, as organizations cannot use contractual terms (e.g., the consumer is solely liable for errors made by the system) to circumvent this UETA requirement. For these reasons, many agentic platforms are still not operating totally independently.
• Action logs that capture the what, when, and why of an agentic system’s decisions: Companies can create action logs that give users visibility into the system’s decision flow for a purchase to promote trust in transactional agents. Such logs could also help organizations demonstrate that a user authorized an agent to act on their behalf. 

Conclusion

Organizations are increasingly rolling out features that enable agentic systems to buy goods and services. These current and near-future technologies introduce uncertainty about who is responsible for agentic system transactions, including when mistakes are made, which is leading providers to integrate error prevention features, contractual disclaimers, and other legal and technical measures to manage and allocate risks. 

Looking ahead, there will be many more privacy, data governance, and risk management challenges to address. The uptake of transactional agents raises data governance considerations. As these technologies become more autonomous, organizations must decide to what extent transactional agents proactively infer consumer preferences and adapt actions based on their impact on a user’s financial wellbeing. Publishers and retailers also face the challenge of how to let transactional agents interact with their websites. This particular issue has fed tensions over who owns the direct consumer relationship in an agentic world (e.g., is it online marketplaces and information aggregators or the agentic system’s provider?). Even with applicable laws for transactional agents, the evolution of these technologies (e.g., less human oversight) and increased investment in these technologies will create new legal challenges for practitioners to address.