Why copied generic T&Cs are a problem
T&Cs pulled from a generic template rarely protect your actual business: they often leave out your delivery method or payment terms, or contain clauses that don’t apply in Switzerland (reference to another country’s law, withdrawal periods that don’t apply to your case). In a dispute, poorly adapted T&Cs protect you no better than having none.
Clauses that must be unambiguous
- Subject and price: what is sold, at what price, in Swiss francs, VAT included or not.
- Payment terms: deadline, accepted methods, consequences of late payment (default interest, reminder fees).
- Delivery or performance: an indicative timeframe, what happens if it’s delayed.
- Liability: a reasonable limitation that remains valid in cases of gross or intentional fault (a clause excluding it entirely would be void).
- Governing law and jurisdiction: Swiss law and the competent court in case of a dispute.
Commonly forgotten clauses
Intellectual property over what you deliver (who owns the work until full payment), confidentiality of exchanged information, and a clear termination clause (who can end the contract, and under what conditions) are often missing from generic templates, even though they prevent most common commercial disputes.
Don’t confuse B2B and B2C T&Cs
If you sell to consumers, consumer-protection rules may apply differently than between businesses. T&Cs drafted for B2B and used as-is for B2C (or the reverse) often contain clauses that are unsuited, or even unenforceable, for the actual customer type.
An important note
This guide presents general principles, not individualized legal advice. Effective T&Cs must reflect your specific business. That is exactly what the Thrax Legal subscription covers.
For a review of your current T&Cs or a tailored draft, see our subscription plans.