General terms and conditions are pre-drafted terms that you use in the same way for all your orders. Instead of renegotiating the payment term, revision rounds and liability in every quote, you refer to one document.
Are terms and conditions mandatory in Switzerland? No. There isn't even a dedicated law on them. The rules come from the Code of Obligations (CO; Obligationenrecht, OR in German), from Art. 8 of the Unfair Competition Act (UWG; LCD in French) and from the case law of the Federal Supreme Court. A German T&C template based on §§ 305 et seq. BGB therefore doesn't simply fit.
Terms and conditions are worth it for freelancers and sole proprietors if you provide recurring services to many smaller clients, or if you have already lost money through late payment and endless changes. An individual contract, on the other hand, governs one specific project. What belongs in a freelancer contract is covered in the overview Legal essentials for Swiss freelancers. This page covers what's missing there: how terms and conditions apply legally and which wording you can reuse.
| Option | Effort | Fits if |
|---|
| T&C template (this page) | free, about 1 hour to adapt | you offer services with manageable risk |
| Online generator | free to paid | you run an online shop with shipping and returns |
| Lawyer | fee based on time spent | high liability, construction, lots of personal data, many private clients |
Generators usually ask about delivery, returns and warranty. That rarely fits consulting, design or coaching. With any generator, check whether it reflects Swiss law.
Short answer: in Switzerland, terms and conditions apply if you clearly point the client to them before or when the contract is concluded, the client can read them, and accepts the contract with this reference. Unusual clauses that clearly worsen the client's position must also be highlighted. A reference that only appears on the invoice comes too late.
A contract is formed by mutual expressions of intent, express or implied (Art. 1 CO). Whatever comes afterwards no longer changes it unilaterally. So the right place is the quote (Offerte / devis). If a client accepts by phone, send an order confirmation with a reference to your terms afterwards.
The client must be able to read the terms before accepting: as a PDF with the quote or via a URL. According to the federal SME portal, terms and conditions must be accessible before ordering and accepted by both parties.
Legally, tacit acceptance is also enough, for example if the client lets you start the work (Art. 1 and 6 CO). But you don't want to rely on that in court. The more explicit, the better: a signature on the quote, an email saying "Quote and terms accepted" or a checkbox online.
Accepting terms and conditions as a whole doesn't mean accepting every surprising clause. Under the unusualness rule (BGE 135 III 1, consid. 2.1), clauses do not apply if the weaker or inexperienced party was not specifically made aware of them. The more a clause disadvantages the client, the more likely it is to be unusual. So name liability, reminder fees and the place of jurisdiction directly in the acceptance sentence of your quote.
Watch out for the ambiguity rule: in case of doubt, ambiguous wording is interpreted against you, because you drafted it (BGE 124 III 155, consid. 1b). Write "14 days" rather than "a reasonable period".
The same template works for both, as long as you know the differences.
| Topic | Business clients (B2B) | Private clients (B2C) |
|---|
| Content review | Art. 8 UWG does not apply | Art. 8 UWG applies |
| Unusualness rule | applies to weaker or inexperienced clients | usually applies, because private clients rarely have business experience |
| Place of jurisdiction | can be agreed (Art. 17 ZPO, Civil Procedure Code) | in consumer contracts, the consumer's domicile, no advance waiver (Art. 32, 35 ZPO) |
| Exclusion of liability | never for intent and gross negligence (Art. 100 CO) | the same, plus Art. 8 UWG |
| In practice | a reference plus a link is often enough, a signature is better | signature or checkbox, make risk clauses visible |
Art. 8 UWG expressly protects only consumers: a person acts unfairly if they use general terms and conditions that provide for "a considerable and unjustified imbalance between contractual rights and contractual obligations to the prejudice of consumers in a manner that is in breach of good faith".
Picture Sandra, a fictional life coach from Winterthur. Her old terms stated "Place of jurisdiction: Winterthur" for everyone. Towards businesses, that is permitted.
Towards a private client from Geneva who books the coaching for herself privately, the clause as a rule is not binding: this is a consumer contract, meaning a supply for ordinary consumption for personal needs (Art. 32 para. 2 ZPO), and Sandra would have to sue in Geneva. With clause 13 of the template below, her terms are honest and usable for both groups.
What belongs in terms and conditions for freelancers? These 12 points cover the typical problems:
- Scope and precedence of the quote
- Conclusion of the contract
- Scope of services and cooperation
- Revision rounds and additional work
- Prices, VAT and expenses
- Payment term and deposit
- Default interest, reminder fees, stopping work
- Acceptance and defects
- Liability
- Termination and withdrawal
- Rights of use and portfolio
- Data protection, applicable law and place of jurisdiction
The template for your general terms and conditions turns these into 14 clauses. Replace everything in square brackets. Below the template, you'll find why each clause is worded the way it is.
Debt-collection offices and courts work in the official language of the canton (German, French or Italian), so having your terms in that language as well avoids a request for translation if a dispute ever ends up there.
GENERAL TERMS AND CONDITIONS
§ 1 Scope and precedence
1.1 These General Terms and Conditions (T&Cs) apply to all quotes, orders
and services provided by [company name, address] (hereinafter the
"Contractor") to its clients (hereinafter the "Client").
1.2 Individual agreements, in particular the quote and the order
confirmation, take precedence over these T&Cs.
1.3 The Client's own terms and conditions apply only if the Contractor
agrees to them in writing.
§ 2 Quote and conclusion of the contract
2.1 Quotes are valid for [30] days from the date of issue.
2.2 The contract is concluded when the Client signs the quote, accepts it
in writing or by email, or allows the Contractor to begin the work.
2.3 The version of the T&Cs referred to in the quote applies.
§ 3 Scope of services and Client cooperation
3.1 The scope of services is defined exhaustively in the quote. Services
not listed in it are not included.
3.2 The Client provides documents, content, access and feedback within [5]
working days of a request.
3.3 If the Client's cooperation is delayed, deadlines are postponed
accordingly. Any additional work resulting from this is charged at the
hourly rate set out in clause 4.2.
§ 4 Changes and additional work
4.1 The price includes [2] rounds of revisions.
4.2 The Contractor carries out further changes upon written request (email
is sufficient) and after providing an estimate of the work involved.
They are charged at CHF [120] per hour.
§ 5 Prices, VAT and expenses
5.1 All prices are in CHF [plus statutory VAT | The Contractor is not
registered for VAT].
5.2 Expenses (travel, materials, third-party licences) are charged at cost
or as a flat rate as set out in the quote. Travel time counts as working
time at [50]%.
§ 6 Payment terms and deposit
6.1 Invoices are payable within [30] days of the invoice date without
deduction. The due date stated on the invoice is deemed the agreed date
of performance.
6.2 For orders of CHF [2'000] or more, a deposit of [30]% is due when the
order is placed. Work begins once the deposit has been received.
6.3 [Optional: a discount of [2]% applies to payment within [10] days.]
§ 7 Late payment: default interest and reminder fees
7.1 On expiry of the due date, the Client is in default without a reminder
and owes default interest of 5% per annum.
7.2 From the second reminder onwards, a reminder fee of CHF [20] is charged
per reminder.
7.3 In the event of late payment, the Contractor may suspend ongoing work
until payment is received. Deadlines are postponed accordingly.
7.4 Claims for further damages are reserved.
§ 8 Acceptance and defects
8.1 The Client inspects delivered work within [14] days and reports any
apparent defects in writing, stating reasons, within this period.
Otherwise the work is deemed approved.
8.2 The Client reports defects that were not apparent during this
inspection immediately upon their discovery.
8.3 For work on buildings and other immovable works, the statutory 60-day
notice periods (Art. 367 para. 1bis and Art. 370 para. 4 CO) apply
instead of the periods in clauses 8.1 and 8.2. The same applies to
defects in a movable work that is, as intended, built into an immovable
work, and in an architect's or engineer's work that, as intended, serves
as the basis for building it, where these defects have caused a defect in
the immovable work.
8.4 In the case of justified defects, the Contractor first has the right to
remedy them free of charge within a reasonable period.
§ 9 Liability
9.1 The Contractor is liable for damage caused intentionally or through
gross negligence.
9.2 In the case of slight negligence, liability is limited to the fee for
the order concerned. In this case, the Contractor is not liable for
indirect damage or loss of profit.
9.3 Liability for personal injury is not limited.
§ 10 Termination and withdrawal
10.1 Mandates (for example consulting, coaching, ongoing support) may be
terminated by either party at any time. Services rendered and
expenses are charged. A party terminating at an inopportune time
compensates the other party for the resulting damage.
10.2 For contracts for work (for example a website, a logo, painting
work), the Client may withdraw until the work is completed. The Client
pays for the work done and fully indemnifies the Contractor.
§ 11 Rights of use and portfolio
11.1 Rights of use in the work results pass to the Client upon full
payment, to the extent set out in the quote [purpose, territory,
duration].
11.2 Editable files, source code and raw material are handed over only if
this has been agreed.
11.3 The Contractor may show the work in its portfolio unless
confidentiality has been agreed. If the work shows people or contains
personal data, the Contractor obtains the Client's consent first.
§ 12 Confidentiality and data protection
12.1 Both parties treat the other party's confidential information as
confidential, including after the end of the contract.
12.2 The Contractor processes personal data only to perform the order.
Details: privacy policy at [URL].
§ 13 Applicable law and place of jurisdiction
13.1 Swiss law applies.
13.2 The place of jurisdiction for Clients who are not consumers is [town
of your place of business]. For consumers, the statutory places of
jurisdiction apply.
§ 14 Changes to the T&Cs and final provisions
14.1 These T&Cs apply in version [11/2026]. New versions apply only to
contracts concluded after they have been communicated.
14.2 If a provision is invalid, the remaining provisions remain valid. For
Clients who are not consumers, it is replaced by a provision that
comes closest to its purpose.
Why: clause 1.2 resolves contradictions between the quote and the terms. What applies when both sides refer to their own terms and conditions has not been conclusively settled in Switzerland. Clause 1.3 helps, but guarantees nothing. With large corporate clients, settle this directly in the quote.
Why: Art. 1 and 6 CO also allow tacit acceptance. Clause 2.2 defines what counts as acceptance, and clause 2.3 prevents disputes about the version. How to structure the quote itself is shown in the Swiss quote template.
Why: whether it's a mandate (Auftrag, Art. 394 CO, such as consulting) or a contract for work (Werkvertrag, Art. 363 CO, such as a finished website), a clear line around what the price includes protects you in both cases. Clause 3.3 covers waiting for texts and images.
Why: the clause against "just one quick thing" needs a number and a price. With it, Lea could simply have quoted the third round instead of swallowing it.
Why: choose the VAT option (MWST / TVA) that fits you. Expenses and travel time are the most common surprise on the final invoice.
Why: clause 6.1 is the most important line of the template. With an agreed due date, the client is in default without a reminder (Art. 102 para. 2 CO). Whether a term of "30 days from the invoice date" counts as a fixed due date is, however, not assessed uniformly. If you want to be on the safe side, send a reminder after the deadline anyway: at the latest then, the client is in default (para. 1).
Without an agreement, the claim is due immediately (Art. 75 CO), but default only begins with a reminder (Mahnung, Art. 102 para. 1 CO). A term that you write on the invoice unilaterally is as a rule not considered agreed. Which payment term suits which client is covered in payment terms in Switzerland, and the guide to the deposit invoice explains deposits.
Why: the 5% comes from Art. 104 para. 1 CO. With business clients, a higher rate can in principle be agreed. But a very high rate can be reduced in court, and with private clients Art. 8 UWG comes on top. 5% is the safe value, and everyone understands it.
Interest on default interest is excluded (Art. 105 para. 3 CO), and you have to prove any further damage (Art. 106 CO). Example: CHF 4'000, paid 45 days late, gives 4'000 × 5% × 45 / 365 = CHF 24.66. The formula is in the article on default interest (Verzugszins).
The reminder fee (Mahngebühr) is the real reason for this clause: the law has no flat reminder fee. You can only charge one if it has been agreed, meaning the terms have been validly incorporated, and if the amount stays reasonable. Typical amounts per reminder stage are compared in the article on reminder fees.
Clause 7.3 builds on Art. 82 CO: a party demanding performance under a bilateral contract must itself have performed or offer to perform, unless it only has to perform later. Because freelancers usually perform first, the clause expressly states that you may pause in the event of late payment.
Why: under a contract for work, the customer must inspect the work and report defects, otherwise the work is deemed approved (Art. 367 and 370 CO). Defects discovered later must be reported immediately (Art. 370 para. 3 CO). A specific deadline ends the eternal "not quite finished yet". Warranty claims become time-barred after two years, or five years for immovable works and the cases in clause 8.3, and these five years may not be shortened to the customer's detriment (Art. 371 CO).
For tradespeople (since January 1, 2026): if the defect concerns a building, any restriction or exclusion of free repair agreed in advance is invalid (Art. 368 para. 2bis CO). For defects in an immovable work, the notice period is 60 days, and shorter periods are invalid: after delivery (Art. 367 para. 1bis CO), and for hidden defects from their discovery (Art. 370 para. 4 CO). The same applies to defects in movable works built into the building (such as workshop-made fittings) and in architects' or engineers' plans that serve as the basis for the building, where they have caused a defect in the building. Clause 8.3 of the template takes this into account. The law has no transitional rule of its own. For contracts concluded before 2026, the old law may therefore still apply. If in doubt, have clause 8 reviewed for larger construction orders.
Take Reto, a fictional master painter from Lucerne. His old template from the internet contained "notice period for defects: 30 days" and "repair excluded". In February 2026 he accepts an order and paints a flat. Seven weeks after acceptance, the client discovers that the paint on the ceiling is peeling and reports it two days later. Neither clause helps Reto: painting work in a flat as a rule counts as work on an immovable work. The 30-day period is therefore invalid, the client gave notice within 60 days of discovery, and repair can no longer be excluded for buildings.
Why: liability for intent and gross negligence cannot be excluded in advance (Art. 100 para. 1 CO). Even for slight negligence, an exclusion can be void, for example in a business conducted under an official licence (para. 2).
Better not to exclude personal injury at all. This clause is candidate number one for the unusualness rule: name it in the acceptance sentence.
Why: either party can terminate a mandate at any time (Art. 404 CO). According to the Federal Supreme Court, this right may be "neither excluded nor restricted" ("weder wegbedungen noch beschränkt werden", BGE 115 II 464).
"The coaching contract cannot be terminated for 6 months" is therefore as a rule ineffective. According to the Federal Supreme Court, this also applies to mixed contracts whose termination is assessed under mandate rules. A flat exit fee (kill fee) can also count as a restriction. Word it as payment for work done plus damages for termination at an inopportune time, and if in doubt, have flat fees reviewed. For a contract for work, withdrawal against full indemnification is provided for by law (Art. 377 CO).
Why: for designers, photographers and developers, often the most valuable clause. It ties use to payment and settles the question of editable files.
Why: the SME portal lists data protection among the typical contents of terms and conditions. The revised Federal Act on Data Protection (FADP; DSG in German) has applied since September 1, 2023. Referring to your privacy policy keeps your terms short.
Why: a jurisdiction agreement must be in writing or in another form that allows it to be evidenced by text (Art. 17 ZPO). Without one, you sue at the client's domicile or at the place where the characteristic performance is rendered (Art. 31 ZPO).
Consumers cannot waive their place of jurisdiction in advance (Art. 32 and 35 ZPO). That is why clause 13.2 expressly excludes them. Highlight this clause for small business clients too, it costs nothing. For clients abroad, other rules apply (Private International Law Act, IPRG; Lugano Convention).
Why: new terms need new acceptance, just like the first ones. Hence the date in the version. The replacement rule in clause 14.2 only applies to business clients: towards consumers, an invalid clause should not be replaced by the "next best" one; there, the law applies.
Copied templates often contain sentences that sound good and achieve nothing in a dispute:
- "Any liability is excluded." Void for intent and gross negligence (Art. 100 para. 1 CO).
- "The mandate cannot be terminated." Mandates can always be terminated at any time, by mandatory law (Art. 404 CO, BGE 115 II 464).
- "Place of jurisdiction: Zurich" for everyone. Ineffective towards consumers (Art. 32 and 35 ZPO).
- "CHF 100 processing fee in case of late payment." Works like a contractual penalty, which the court can reduce if excessive (Art. 163 para. 3 CO). More on this in the article on the contractual penalty.
- "Notice period for defects 30 days, repair excluded" for construction work. Ineffective since January 1, 2026 (Art. 367 para. 1bis, 368 para. 2bis, 370 para. 4 CO).
- Terms only on the invoice. Too late, see above.
A terms and conditions template on your laptop doesn't protect you. It only takes effect once it's on every quote and the client accepts. Here is how to set it up once, using Magic Heidi as the example:
- Publish your terms. Save the adapted template as a PDF with version and date, and put it on your website, for example at
your-website.ch/terms. - An acceptance sentence on every quote. Magic Heidi has a default text that automatically appears at the end of every new quote and can be adjusted per document. Add the acceptance sentence below there. Quotes also have a signature field with a date at the end, where your client can accept the quote.
- A default payment term. Save the term from clause 6.1 as the default payment term for invoices and have the due date shown on the invoice. It then appears on every invoice and matches what the client accepted. For ongoing mandates with a monthly flat fee, also set up a recurring invoice (for example monthly or quarterly) and have it sent automatically.
- Reference and PDF on the invoice. Invoices have their own default text: put the payment terms with a reference to your T&Cs there. Also upload the T&C PDF as an invoice attachment, so it goes out with every invoice. This doesn't incorporate the terms, but it's good evidence and a reminder of the conditions for follow-up orders.
Text block for the quote:
Our General Terms and Conditions (version 11/2026) apply and are available at your-website.ch/terms. Please note in particular clause 7 (default interest and reminder fees), clause 9 (liability) and clause 13 (place of jurisdiction). By signing, you confirm that you have received and accepted the Terms and Conditions.
Text block for the invoice:
Payable within 30 days net (see due date above). After this date, default interest of 5% per annum applies, and from the 2nd reminder a reminder fee of CHF 20 is charged in accordance with our Terms and Conditions (version 11/2026, your-website.ch/terms).
These text blocks are addressed to your clients, so they stay formal. Write the URL out in full in the text, so the client can find it on a printed PDF too.
Two text blocks, set up once, on every document. If you still assemble your quotes and invoices in Word, try the Magic Heidi invoicing software: default texts and the signature field are set up in a few minutes, and the free plan doesn't need a credit card.
And if a client still doesn't pay? Then a formal payment reminder is the next step. With an agreed due date and an agreed reminder fee, you're in a much better position than Lea.
Magic Heidi 