What belongs in terms and conditions? Template, contents and typical mistakes

Do you need terms and conditions? Obligation and benefit

Are terms and conditions required by law? No. No statute requires you to use general terms and conditions. A contract without them is also valid. The statutory rules then apply, above all from the BGB and, for transactions between merchants, from the HGB.

So why do almost all retailers and many service providers still use terms and conditions? For three reasons:

1. You shape what the statute leaves open. Retention of title, payment terms, the customer's duties to cooperate, limitation of liability within the permitted scope: all of this only exists if you agree it.
2. You save negotiation effort. Instead of negotiating every contract individually, the same conditions apply to all customers.
3. You fulfil information obligations in one place. In an online shop, you must inform consumers about, among other things, payment, delivery and performance terms and the statutory liability for defects (Art. 246a Sec. 1 EGBGB). Terms and conditions are a clear place for this, but they are not mandatory for it.

Are terms and conditions mandatory for online shops? No, not for online shops either. What is mandatory there is a legal notice (Impressum), a privacy policy, a cancellation policy for consumers and the mandatory information in the ordering process. The information that would otherwise be in the terms and conditions must then be provided elsewhere. Which legal texts a shop needs is explained in our guide What legal texts does an online shop need?.

Are terms and conditions mandatory on a website without sales? No. A purely informational site needs a legal notice and a privacy policy, but no terms and conditions. If you offer services via the website that are booked online, terms and conditions make sense.

When can you do without terms and conditions? When you negotiate an individual contract with each customer, for example for a few large projects. Then you need a good contract instead of terms and conditions, for example via Have a contract drafted.

What belongs in terms and conditions? The clauses at a glance

What must be included in terms and conditions? There is no statutory mandatory content. Which clauses make sense depends on your business model. The following overview shows the typical building blocks.

Clause	Purpose	Mandatory or customary	Special features for consumers (B2C)
Provider and scope	Who is the contractual partner, which contracts the terms apply to, whether they apply to B2C, B2B or both	customary	The customer's conflicting conditions play practically no role
Conclusion of contract	When the contract is concluded: on order, confirmation or dispatch	customary; in an online shop part of the mandatory information on the technical steps (Art. 246c EGBGB)	An order confirmation is not an acceptance unless worded as such
Prices and payment	Payment methods, due date, default	customary	State the total price including VAT and shipping costs before the order (PAngV)
Delivery or performance	Delivery time, delivery area, partial deliveries, scope of services	customary	The delivery time must be determinable
Retention of title	Goods remain your property until paid in full	customary in the trade in goods	simple retention of title; extended forms only in B2B
Withdrawal	Reference to the right of withdrawal and the cancellation policy	for distance selling to consumers the cancellation policy is mandatory, not necessarily in the terms	Set the cancellation policy clearly apart from the rest of the text or as a separate document
Warranty	The customer's rights for defects	customary	For new goods no reduction below the statutory period of two years; for used goods to one year only if the customer was specifically informed beforehand and the reduction is expressly and separately agreed (Sec. 476 (2) BGB)
Liability	Limitation of liability for slight negligence	customary	No exclusion for injury to life, body or health or for gross fault (Sec. 309 no. 7 BGB)
Term and termination	for subscriptions and continuing obligations	in substance mandatory for fixed-term contracts	Maximum term and renewal rules (Sec. 309 no. 9 BGB), cancellation button (Sec. 312k BGB)
Rights of use	for software, texts, images, courses	depending on the model	Describe the scope clearly
Data protection	Reference to the privacy policy	privacy policy mandatory, reference customary	The privacy policy does not belong in the terms, but alongside them
Dispute resolution	Notice on participation in consumer arbitration	mandatory information for businesses with a website or terms, on the website and together with the terms; exempt are those who employed no more than ten people on 31 December of the previous year and are not obliged to participate or have not undertaken to do so (Sec. 36 VSBG)	The reference to the EU online dispute resolution platform no longer applies; the platform was discontinued on 20 July 2025 (Regulation (EU) 2024/3228)
Final provisions	Applicable law, place of jurisdiction, contract language	customary	Agreements on jurisdiction with consumers are generally not permitted (Sec. 38 ZPO); a choice of law must not deprive consumers of the protection of the law of their home country (Art. 6 Rome I Regulation)

T&C template: model outline by business model

A T&C template from the internet rarely fits one-to-one. It makes more sense to use an outline that you apply to your business model and then fill with content. The following three model outlines show which sections are typical. They deliberately contain no finished clause texts, because every wording must fit your offering. The outlines are also available as a PDF download, without registration [REDAKTION: Download nach Freigabe durch Recht 24/7 erstellen].

Model outline: online shop selling to consumers (B2C)

1. Scope and provider
2. Conclusion of contract and technical steps of the order
3. Storage of the contract text
4. Prices and shipping costs
5. Payment and payment methods
6. Delivery, delivery time and delivery area
7. Retention of title
8. Right of withdrawal (reference to the separate cancellation policy)
9. Warranty (statutory liability for defects), manufacturer's guarantees where applicable
10. Liability
11. Dispute resolution and consumer arbitration
12. Final provisions

Model outline: service provider (agency, coaching, consulting)

1. Scope, B2B or B2C
2. Offer, order and conclusion of contract
3. Scope of services and changes
4. The customer's duties to cooperate
5. Appointments, cancellations and no-shows
6. Remuneration, instalments and payment
7. Acceptance (for work results)
8. Rights of use in results
9. Confidentiality
10. Liability
11. Term and termination (for ongoing support)
12. Right of withdrawal for consumers, including online booking
13. Final provisions

Model outline: selling to businesses (B2B)

1. Scope, exclusion of conflicting purchasing conditions
2. Offer and conclusion of contract
3. Prices, payment, default
4. Set-off and retention
5. Delivery period, delay and force majeure
6. Passing of risk and shipping
7. Extended and prolonged retention of title
8. Duty to inspect and give notice of defects (Sec. 377 HGB)
9. Claims for defects and limitation
10. Liability
11. Choice of law and place of jurisdiction

If you sell to both consumers and businesses, you need either two versions or one set of terms that clearly distinguishes between them. Otherwise, in case of doubt, the stricter consumer rules apply to everyone.

What must not be in terms and conditions: invalid clauses

When are terms and conditions invalid? A clause is invalid if it unreasonably disadvantages the customer contrary to good faith, if it is unclearly worded (transparency requirement, Sec. 307 (1) BGB) or if it violates one of the clause prohibitions in Sec. 308 and 309 BGB. Surprising clauses that the customer could not have expected do not become part of the contract at all (Sec. 305c (1) BGB). Ambiguities are interpreted against the user (Sec. 305c (2) BGB).

You will find these clauses again and again in templates and copied terms. Towards consumers, they are invalid or risky:

1. "Warranty is excluded." Not permitted for new goods sold to consumers (Sec. 476 BGB).
2. "We are only liable for intent." Excluding liability for gross negligence and for injury to life, body or health is invalid (Sec. 309 no. 7 BGB).
3. "Goods travel at the buyer's risk." When selling to consumers, the retailer bears the transport risk until handover (Sec. 475 (2) BGB).
4. "Defects must be notified in writing within 7 days, otherwise claims lapse." When a consumer buys, the retailer cannot rely on such a notice period (Sec. 476 (1) BGB). For newly manufactured goods and work, a cut-off period for non-obvious defects is also invalid if it is shorter than one year (Sec. 309 no. 8 (b) (ee) and (ff) BGB).
5. "Delivery times are not binding." Performance periods that are not sufficiently specific are invalid (Sec. 308 no. 1 BGB).
6. "Unpaid returns will not be accepted." Risky in connection with withdrawal by consumers.
7. "On withdrawal, the customer pays a flat 30% of the price." Flat-rate charges are only permitted if they correspond to the ordinary damage and proof of lower damage is expressly allowed (Sec. 309 no. 5 BGB).
8. "The contract is renewed for one year at a time." For consumer contracts, a contract may only be extended indefinitely after the initial term, with a notice period of no more than one month (Sec. 309 no. 9 BGB).
9. "Termination must be in writing by registered post." Stricter forms than text form may not be imposed on consumers for declarations (Sec. 309 no. 13 BGB).
10. "Place of jurisdiction is our registered office." Generally invalid towards consumers (Sec. 38 ZPO).
11. "The customer may not set off." A prohibition of set-off that also covers undisputed or finally established claims is invalid (Sec. 309 no. 3 BGB).

Towards businesses, Sec. 308 and 309 BGB do not apply directly (Sec. 310 (1) BGB). However, the courts often apply their principles via Sec. 307 BGB. A complete exclusion of liability for gross negligence is therefore usually invalid in B2B business as well.

The most important rule at the end: an invalid clause is not trimmed back to what is just about permissible. It falls away without replacement, and the statute takes its place (Sec. 306 BGB). So anyone who words a clause too strictly "to be on the safe side" ends up worse off than with a balanced clause.

Incorporating terms and conditions validly

Where must terms and conditions be referred to? Towards consumers, terms and conditions only become part of the contract if, when the contract is concluded, you expressly refer to them, the customer can take note of them in a reasonable way and agrees to their application (Sec. 305 (2) BGB). In online retail, you must also enable the customer to retrieve and save the terms when the contract is concluded (Sec. 312i (1) no. 4 BGB).

Incorporation checklist for website and online shop

A checkbox for accepting the terms is not legally required. Many shops still use one to document consent.

Contract by email or offer: If you send offers by email, attach the terms as a PDF and refer to them expressly in the offer. A reference only on the invoice comes too late, because the contract has already been concluded by then.

B2B is simpler: Between businesses, Sec. 305 (2) BGB does not apply (Sec. 310 (1) BGB). It is enough that you agree on their application, for example through a clear reference in the offer. The customer can request the terms or read them on your website. If your terms meet the customer's purchasing conditions, conflicting clauses from both usually do not apply.

T&C template, generator or lawyer?

Can I write my own terms and conditions? Yes, legally anyone may word their own terms. The question is how much risk you want to bear. The three usual routes compared:

Criterion	Free template or sample terms	Generator	Lawyer
Costs	free	free to paid depending on the provider, often by subscription	at Recht 24/7: €499 one-off or legal texts for online shops from €19.90/month, each including VAT
Effort for you	high: you have to understand and adapt every clause	medium: fill in a questionnaire	low: describe your business model, answer queries
Fits the business model	only if the template matches your model exactly	usually for standard models, limited for special cases	individually
Who is liable for errors	nobody but you	depending on the provider	the law firm, insured up to €2.5 million at Recht 24/7
Updates when the law changes	by you	depending on the provider	created once: by you or a new review; on subscription: ongoing

Copy someone else's terms? Not a good idea. Terms and conditions can be protected by copyright, in which case a cease-and-desist letter for the copy itself is likely. Then there is the substantive risk: different products, payment methods and delivery routes mean different obligations. A clause that fits a competitor can be invalid in your shop.

How can I create terms and conditions for free? With a template, for example a sample from your chamber of commerce (IHK), or a free generator. Use the model outlines above as a framework and check every clause against the list of invalid clauses. With a simple model and low turnover, that can be a start. As soon as you sell regularly to consumers, a legal review usually pays for itself quickly.

Do you already have terms and conditions and want to know whether they hold up? Then a review is often enough instead of new terms: Have a contract reviewed for €259 including VAT with a review report within 24 hours.

What happens if terms and conditions are defective?

The clause falls away. An invalid clause is deleted; the rest of the contract usually remains in force (Sec. 306 BGB). The statute takes its place. This is often less favourable for you than a balanced clause would have been.

Cease-and-desist letters from competitors or associations. Invalid clauses towards consumers can be the subject of a cease-and-desist letter under competition law and the Injunctions Act (Sec. 3a UWG, Sec. 1 UKlaG). Including the other side's legal fees, a cease-and-desist letter regularly costs a three- to four-figure amount. For certain breaches of information and labelling obligations in online retail, competitors cannot claim the costs of the warning, but associations can (Sec. 13 (4) UWG). Anyone who signs a cease-and-desist declaration is also bound for the future: on the next similar breach, the agreed contractual penalty becomes due.

What to do about a cease-and-desist letter? Note the deadline, don't sign anything hastily and have the letter reviewed. Often the cease-and-desist declaration can be worded more narrowly or the claim reduced. For this, there is Have a cease-and-desist letter reviewed by a lawyer for €169 including VAT. You can find further contract services under Contracts.