Service agreement in Switzerland: Template, Key Clauses and Local Law (2026)

What a service agreement in Switzerland is, and the law behind it A service agreement in Switzerland falls under one of two contract types in the Code of Obligations (CO/OR), and knowing which one applies is the single most important point. - Mandate (Auftrag / mandat), Articles 394 and following. The general category for services. The provider undertakes to carry out business or provide services with due care, without guaranteeing a particular result. By Article 394(2), service contracts that do not fit another named contract type are governed by the mandate rules. Pay is due where agreed or customary.

• Contract for work (Werkvertrag / contrat d'entreprise), Articles 363 and following. For producing a defined result, such as a built item, a piece of software or a report, against an agreed price. The contractor owes the finished work, not just diligent effort. The rule of thumb: if the contract promises a finished deliverable, it leans toward a contract for work; if it promises careful performance of services without guaranteeing an outcome, it is a mandate. This distinction carries a well-known trap. Under Article 404 CO, a mandate can be terminated by either party at any time. This right is treated as mandatory, so a clause that tries to lock a mandate in for a fixed term may not hold, and the party that ends it at an inopportune moment owes compensation for the resulting damage, not the full remaining fee. This article is general guidance, not legal advice. Have a Swiss adviser review a service agreement before you rely on it. ## What Swiss law requires in 2026 - Classify the contract. Decide whether the arrangement is a mandate or a contract for work, because the rules on termination, defects and payment differ. Article 394(2) sends unnamed service contracts to the mandate rules.
• The Article 404 termination right. For a mandate, either side can terminate at any time, and this is hard to exclude. Plan commercially around it rather than relying on a fixed-term lock-in, and understand that an untimely termination triggers compensation for damage, not the whole unpaid fee.
• Defects and acceptance for a contract for work. A contract for work has its own rules on defects, inspection and acceptance of the finished work, so build in a clear acceptance step.
• No general writing requirement. Most service agreements need no particular form, but a signed written contract is advisable. The language usually follows the canton.
• VAT. Swiss VAT (Mehrwertsteuer / TVA) generally applies to business services above the registration threshold; the provider charges and accounts for it.
• Independent status. A service provider should be genuinely independent; if the arrangement looks like employment, employment and social security rules can be triggered. ## Swiss service agreement template Copy the block below and fill the bracketed fields. Choose mandate wording for ongoing services or contract-for-work wording for a defined deliverable. ``` SERVICE AGREEMENT (AUFTRAG / WERKVERTRAG) Made on [DATE] BETWEEN: [CLIENT NAME], [registered office] ("Client") AND [PROVIDER NAME], [registered office] ("Provider") 1. SUBJECT The Provider will [mandate: provide the following services with due care: ...] [contract for work: deliver the following result: ...]. 2. TERM From [DATE] [to [DATE] / until the work is delivered and accepted]. [Mandate: note that under Article 404 CO either party may terminate at any time.] 3. FEES AND VAT The Client pays [amount] CHF [per hour / per month / on acceptance], plus VAT, against an invoice within [N] days. 4. STATUS The Provider is independent and is not an employee. The Provider decides how to perform the services, within the agreed scope. 5. INTELLECTUAL PROPERTY Rights in deliverables [transfer to the Client on full payment / are licensed as follows]. 6. ACCEPTANCE (CONTRACT FOR WORK) The Client inspects and accepts the work within [N] days; defects are notified and remedied per the CO. 7. CONFIDENTIALITY AND LIABILITY Each party keeps the other's information confidential. [Liability cap and exclusions as agreed.] 8. TERMINATION [Mandate: either party may terminate at any time under Article 404 CO, with compensation for damage caused by an untimely termination.] [Contract for work: as agreed and per the CO.] 9. GOVERNING LAW Swiss law governs. The courts of [place] have jurisdiction. Signed: Client ____________ Provider ____________ Name / date Name / date

- **Term and Article 404 (clauses 2 and 8).** For a mandate, do not rely on a fixed-term lock-in, because either party can terminate at any time under Article 404, and an untimely termination leads to compensation for damage rather than the full fee. Price and plan accordingly.
- **Acceptance (clause 6).** A contract for work needs a clear inspection and acceptance step, because the contractor owes the finished result and the CO has specific defect rules.
- **Status (clause 4).** State that the provider is independent, which supports the service classification and helps keep employment and social security rules out of the picture, provided the reality matches. ## Red flags to avoid - Relying on a fixed-term lock-in for a mandate, which Article 404 can override.
- Misclassifying a result-based deliverable as a mandate, or vice versa, so the wrong default rules apply.
- No acceptance or defect process in a contract for work.
- Leaving intellectual property silent, so the client may not own what it paid for.
- A service arrangement that behaves like employment, triggering employment and social security rules.
- Forgetting VAT on business services above the threshold. ## Where a contract workspace helps A template gives you a workable Swiss service agreement. The ongoing work is classifying each contract correctly, planning around the Article 404 termination right, building in acceptance for a contract for work, and tracking terms and renewal dates across many providers. Drafting or reviewing a service agreement, checking whether it is a mandate or a contract for work and whether a lock-in survives Article 404, editing a clause in plain language and tracking dates can sit in one AI contract workspace tuned to how your company buys services. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the contract as linked clauses so it can flag a mandate with an unenforceable fixed-term lock-in or a missing acceptance step, lets you edit by instruction, and keeps dates on one timeline. Adira is India-first today, and deeper Switzerland-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Swiss adviser for the local-law call. The template above is enough to start a fair agreement on its own. Last verified October 2026.