When to use this template
Use it when you sell broadly the same services to many business customers and want one document to do the work that a negotiated contract does for a one-off deal: what you deliver, when you get paid, and who bears which risk when something goes wrong. The template assumes a Swiss provider of services, an agency, a software house, a consultancy, a maintenance firm.
It is written for B2B only. Terms aimed at consumers face a stricter fairness control, and several clauses here would need rewriting. And for your largest deals, expect the customer to send its own paper anyway; general terms are the baseline, not the ceiling.
Terms bind only if they make it into the contract
General terms are not law you enact; they are contract text like any other, and a contract requires the parties' consent (Art. 1 CO). Your terms therefore bind a customer only if they were available and referred to before or at conclusion. A link on the invoice, after the deal is done, changes nothing.
Consent to terms nobody reads is real but thin, and the courts treat it that way. Under the unusualness rule of BGE 135 III 1, a clause the customer could not reasonably expect in this kind of document does not bind unless it was specifically pointed out. Otherwise, accepted terms are interpreted like any contract, as BGE 148 III 57 confirms, with ambiguity read against the drafter. The unfair-terms rule of Art. 8 UCA adds a content check aimed at consumer contracts; between businesses, the unusualness rule is the control that actually bites.
The other classic failure is the battle of forms: your offer refers to your terms, the purchase order refers to the customer's, and neither set cleanly wins. Clause 1 gives you a defence, but the reliable fix is process: an order confirmation that names your terms, every time.
The clauses, one by one
Scope and incorporation
Clause 1 states who the terms apply to, that they apply exclusively, and that conflicting customer terms need your express written acceptance. It keeps consumers out of scope. The drafting note reminds you of the part no clause can do for you: referring to the terms before the contract is concluded.
Offers and conclusion of contract
Offers are non-binding unless designated otherwise, and the contract arises with your confirmation or the start of performance. The individually agreed offer or confirmation prevails over the terms, which is both fair and what a court would decide anyway.
Services and cooperation
You promise careful, professional performance against the agreed specification; the customer promises the input you depend on. The second half matters more than it looks: missing cooperation extends your deadlines and lets you charge the extra effort, which defuses the most common source of project friction.
Prices, invoicing and payment
Prices exclusive of VAT, a defined payment period, and a right to suspend work after a reminder and grace period if invoices stay unpaid. Suspension is usually a more useful lever than default interest.
Delay and warranty
Dates are estimates unless agreed as binding; a missed binding date leads to a grace period, then withdrawal from the affected order. Warranty follows the same discipline: prompt inspection, written notice of defects within a defined period, and rectification or re-performance as the primary remedy before any fee reduction.
Liability
The most valuable clause in the document, and the easiest to draft invalid. It caps total liability at recent fees with a fixed ceiling and excludes indirect damage. What keeps it alive is the carve-out: liability for unlawful intent and gross negligence cannot be excluded in advance under Art. 100 CO. A cap without that reservation risks falling entirely. For work done by subcontractors, Art. 101 CO makes you answer for your auxiliaries; the template accepts that rather than testing the limits.
Intellectual property, confidentiality and data protection
Pre-existing rights stay where they are; the customer takes rights in the work results on full payment, while you keep your know-how, methods and tools. Both sides keep each other's non-public information confidential, and data protection is handled at framework level, with a pointer to a separate processing agreement where you process data on the customer's behalf.
Term, termination and changes to the terms
Recurring services renew in defined periods with a notice deadline; termination for good cause survives. Changes to the terms operate prospectively and give the customer an exit, because imposing new terms on running contracts with immediate effect is exactly the kind of surprise the unusualness rule punishes.
Final provisions
Written form for amendments, severability, Swiss law and an exclusive forum at your seat. Boilerplate, until the day the forum clause decides where you litigate.