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Creating T&Cs for the Self-Employed: What to Include and What Not

T&Cs for self-employed persons and service providers in Switzerland: Which clauses are important, what is impermissible and how to incorporate T&Cs in a legally compliant manner.

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einzly Redaktion
Tax & Finance Editorial
8 min read
2 Mar 2026

01What Are T&Cs and Why Do I Need Them?

General Terms and Conditions (T&Cs) are pre-formulated contractual terms that you as an entrepreneur present to your clients. They govern the rights and obligations of both parties without having to negotiate an individual contract each time. Legally, T&Cs are based on the contract law of the Code of Obligations (OR Art. 1 ff.).

For self-employed persons and sole proprietors, T&Cs are particularly useful: You often work with changing clients and need clear ground rules -- for instance regarding payment deadlines, liability limitations or termination provisions. Without T&Cs, the statutory provisions apply, which are not always in your favour.

T&Cs are not mandatoryIn Switzerland, there is no legal obligation to use T&Cs. However: Without T&Cs, the dispositive provisions of the OR automatically apply -- and these are not always in your interest. T&Cs give you the opportunity to set ground rules, as long as they do not violate mandatory law.

02The Most Important Clauses for Service Providers

Good T&Cs for self-employed persons and service providers are not a mammoth legal document, but a pragmatic document covering the essential points. The following clauses should be included:

1
Scope of application:

Define which services and contractual relationships the T&Cs apply to. Example: 'These T&Cs apply to all services provided by the firm XY to its clients, unless otherwise agreed in writing.'

2
Scope of services:

Describe what your service includes -- and what it explicitly does not. This protects you from excessive expectations. Refer to the respective quotation or contract for the detailed description.

3
Prices and payment terms:

Specify whether prices are incl. or excl. VAT, which payment deadlines apply (e.g. 30 days net) and what happens in case of late payment (default interest per OR Art. 104: 5% p.a.).

4
Liability and limitation of liability:

Limit your liability to the extent legally permissible. You can, for example, limit liability to the contract value or exclude indirect damages (lost profit). Note: Gross negligence and intent cannot be excluded (OR Art. 100).

5
Intellectual property / Copyright:

Clarify who owns the work results. Do usage rights only transfer upon full payment? Do you retain the copyright? For designers, copywriters and developers, this clause is essential.

6
Termination and contract dissolution:

Define notice periods and the consequences of premature contract dissolution. Include provisions for services already rendered in case of termination.

7
Data protection:

Refer to your privacy policy (nDSG, in force since 1.9.2023). Clarify how you process client data and what rights the clients have.

8
Place of jurisdiction and applicable law:

Specify which law applies (Swiss law) and where the place of jurisdiction is. Typically, you choose your place of business as the place of jurisdiction.

03Incorporating T&Cs with Legal Validity: How It Works

T&Cs are of no use to you if your client can claim they never saw or accepted them. Correct incorporation is decisive for validity. Under Swiss law, T&Cs must be made accessible before the conclusion of the contract and accepted by the client.

The so-called adoption or approval rule states: T&Cs only become part of the contract if the client had the opportunity to take note of them before or at the time of contract conclusion, and agreed to them (expressly or implicitly).

Practical implementation depending on the situation:

SituationRecommended Incorporation
Quotations / OffersAttach T&Cs as an appendix or link. Write in the quotation: 'Our T&Cs apply (see appendix/link).'
Contracts / Order confirmationsInclude T&Cs as part of the contract. The client's signature covers the T&Cs as well.
Website / Online shopCheckbox 'I accept the T&Cs' before ordering. Make T&Cs accessible via link.
Email correspondenceNot sufficient on its own. A reference in the email signature is not a valid incorporation.
InvoicesToo late. T&Cs on the invoice are retrospective conditions and therefore not automatically valid.
T&Cs on the invoice are not enoughA common mistake: T&Cs are mentioned for the first time on the invoice. At this point, however, the contract has already been concluded. T&Cs must be accepted before or at the latest at the time of contract conclusion -- not afterwards.

04T&Cs in B2B vs. B2C: The Differences

In Swiss law, there is a significant difference between business clients (B2B) and private clients (B2C). While freedom of contract largely applies in the B2B sector, consumers are protected by additional protective provisions.

AspectB2B (Business Clients)B2C (Private Clients)
Freedom of contractVery broad. Businesses are considered commercially experienced.Restricted. UWG Art. 8 protects against abusive clauses.
Exclusion of liabilityBroadly possible (except for intent/gross negligence).More restricted. Impermissible for personal injury.
Place of jurisdictionFreely selectable (prorogation per ZPO Art. 17).For consumers, their domicile generally applies (ZPO Art. 32).
Right of withdrawalNo statutory right of withdrawal.For doorstep and distance selling: 14-day right of withdrawal (OR Art. 40a ff.).
Unusualness ruleApplies to both. Unusual clauses that cannot be expected are invalid.Interpreted more strictly in favour of the consumer.
Tip: Separate T&Cs for B2B and B2CIf you serve both business and private clients, it is worthwhile to have a separate set of T&Cs. In the B2B sector, you can limit liability more extensively; in the B2C sector, you must comply with consumer protection provisions.

05Impermissible Clauses: What You Must Not Include

Not everything written in T&Cs is automatically valid. Swiss law sets clear boundaries. In addition to mandatory contract law (OR), the Federal Act against Unfair Competition (UWG Art. 8) protects consumers from abusive T&C clauses. The new Data Protection Act (nDSG) also imposes additional requirements on data processing.

According to UWG Art. 8, it is unfair to use T&Cs that 'in a misleading manner to the disadvantage of a contracting party' create a significant imbalance between the contractual rights and obligations. Specifically, the following clauses are problematic or invalid:

  • Complete exclusion of liability: You cannot exclude liability for intent and gross negligence (OR Art. 100 Para. 1)
  • Unilateral contract amendments: Clauses such as 'We reserve the right to amend the T&Cs at any time' without an information obligation and right of objection are problematic
  • Excessively long binding periods: Disproportionately long contractual commitments without the option to terminate can be deemed abusive
  • Reversal of burden of proof to the consumer's detriment: Clauses that impose on the client the burden of proof that legally lies with the entrepreneur
  • Hidden price increases: Automatic price adjustments without prior notice and termination rights
  • Place of jurisdiction at the company's domicile for B2C: In the consumer sector, the consumer's domicile generally applies
  • Flat-rate damages: Contractual penalties that massively exceed the actually possible damage can be reduced (OR Art. 163 Para. 3)
Unusualness ruleEven if a client has accepted the T&Cs, particularly surprising or unusual clauses do not apply if the client could not have been expected to anticipate them. Example: A web designer completely excludes liability for late delivery in their T&Cs -- this is unusual and could be challenged.

06Common Mistakes in T&Cs for the Self-Employed

In practice, we see the same mistakes over and over in T&Cs from self-employed persons and small service businesses. Here are the most common -- and how to avoid them:

  1. Copy-paste from the internet: Copying T&Cs from large companies or foreign providers does not work. German T&C regulations (e.g. the German BGB) do not apply in Switzerland. Swiss law has its own rules.
  2. T&Cs never updated: The nDSG has been in force since 1 September 2023, the VAT rates were adjusted as of 2024. T&Cs that have not been updated since 2018 are outdated.
  3. No incorporation in quotations: T&Cs exist but are never presented to the client. Then they are ineffective.
  4. Too complicated: 20 pages of legal jargon deter clients and are often unnecessary. Clear, understandable T&Cs of 2--4 pages are sufficient for most self-employed persons.
  5. Contradictions with the quotation: If the quotation states different payment terms than the T&Cs, confusion arises. The quotation (individual agreement) generally takes precedence.
  6. Missing data protection clause: Since the nDSG, data protection is mandatory. At minimum, a reference to the privacy policy belongs in the T&Cs.

07T&Cs and Invoicing with einzly

Professional T&Cs are only one piece of the puzzle. The payment terms from your T&Cs must also be reflected in your invoices and quotations. With einzly, you ensure everything is consistent.

  • Payment terms directly on the invoice: Set your standard payment deadline (e.g. 30 days net) once in einzly -- it appears automatically on every invoice
  • Quotations with T&Cs reference: Create professional quotations and refer directly to your T&Cs. The client accepts both together
  • Automatic reminders: If a client does not pay within the deadline set in the T&Cs, einzly reminds you and creates reminders with the correct default interest (5% per OR Art. 104)
  • VAT correctly disclosed: Whether incl. or excl. VAT -- einzly displays it as you have defined in the T&Cs
  • All mandatory details automatically: Name, address, VAT number, UID -- einzly ensures your invoices are legally compliant
Quotation + T&Cs = solid foundationCreate your quotations with einzly and attach your T&Cs as a PDF. Once the client accepts the quotation, you have a solid contractual basis -- including payment terms and liability provisions.

08Download Free T&Cs Template

We have created an editable T&Cs template for Swiss service providers. It contains all the important clauses and is aligned with Swiss law. Customise the placeholders to your business and, if in doubt, have the template reviewed by a lawyer.

T&Cs Template for Service Providers (Word)

Editable Word template with the most important T&C clauses for Swiss service providers

09Frequently Asked Questions about T&Cs for the Self-Employed

No. There is no legal obligation in Switzerland to use T&Cs. However, T&Cs are strongly recommended because they establish clear ground rules and protect you from disputes. Without T&Cs, the dispositive provisions of the OR apply, which are not always in your interest.
In principle yes, but with caution. Many templates originate from Germany and are based on German law (BGB), which does not apply in Switzerland. Only use templates that are explicitly tailored to Swiss law, and adapt them to your industry and services. If in doubt, have them reviewed by a Swiss lawyer.
Before or at the latest at the time of contract conclusion. Ideally, you present the T&Cs together with the quotation or contract. A reference on the invoice is too late, as the contract already exists at that point. The client must have had the opportunity to take note of the T&Cs and accept them.
No. Pursuant to OR Art. 100 Para. 1, liability for intent and gross negligence cannot be excluded. You can limit liability for slight negligence (e.g. to the contract value), exclude indirect damages or lost profit, and define flat-rate amounts for damages. For personal injury, an exclusion of liability is generally not possible.
Yes, for existing client relationships. If you amend your T&Cs, you must inform the affected clients and give them the opportunity to consent to the amended T&Cs or terminate the contract. Unilateral amendments without an information obligation are problematic and can be ineffective.
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