Acceptance: The declaration by which the recipient of an offer agrees to it; offer and acceptance conclude the contract.
Ambiguity rule: Ambiguous clauses in general terms and conditions are interpreted against the party who uses them.
Apparent authority: A person appears to be authorised to sign for a company, and the other party may rely on this in good faith.
Applicable law: The law that governs a contract.
B2B / B2C: Business to business / business to consumer: contracts between two companies, or between a company and a consumer.
Battle of the forms: Both parties want their own general terms and conditions to apply; risk of contradictions.
Business name: The registered name of a company (in Swiss law, German: Firma).
Cloud contract: A mixed contract for software and services provided over the internet, dominated by the licence.
Commercial register: The official public register of companies and their signatory powers (in Switzerland: zefix.ch).
Consideration: In common law systems, the counter-performance each party gives in exchange for the other’s promise; without it, a promise is generally not enforceable.
Contract, agreement: Synonyms; «contract» is usually the more formal term.
Contractual penalty: A sum due upon breach of contract, irrespective of the actual damage.
Convention, treaty: Terms for agreements between states.
Dispositive law: Statutory rules that apply only if the parties have not agreed otherwise.
Entire agreement clause: Clause stating that the contract contains everything the parties have agreed on its subject.
Exclusive licence: Only one licensee may use the right; the licensor does not use it either.
Force majeure: An event beyond the parties’ control that affects the performance of a contract.
General terms and conditions (GTC): Contractual clauses that a party formulates and applies generally to its business relationships.
Implied conduct: Conclusion of a contract by behaviour, without an express declaration.
Indemnity clause: A party undertakes to bear the consequences if the other party is held liable by a third party.
Joint signatory authority: The power to sign for a company only together with another authorised person.
Jurisdiction: The power of a court to decide a case; the competent court.
Letter of intent: A document recording the intention to conclude a contract, usually non-binding.
Liability: The obligation to compensate damage (not the same as a warranty for defects).
Liquidated damages: A pre-agreed amount of damages; the form of contractual penalty enforceable in common law systems.
Mixed contract: A contract that combines elements of several types of contract, e.g. licence, lease and mandate.
Model contract: A template for a type of contract; today mainly a benchmark for checking a draft.
Non-disclosure agreement (NDA): An agreement not to disclose confidential information to third parties; combined with a contractual penalty under Swiss law.
Non-use agreement (NUA): The promise not to use confidential information oneself and not to help others use it.
Offer: The proposal to conclude a contract; binding under Swiss law until its time limit expires.
Pacta sunt servanda: Latin: contracts must be fulfilled.
Procura: A special, legally limited signatory authority under Swiss law (German: Prokura).
Public notarisation: (German: öffentliche Beurkundung; in the official English translation of the CO: «public deed») A contract concluded before a notary public, required by law for certain contracts (e.g. the purchase of land).
Qualified electronic signature (QES): An electronic signature that is legally equivalent to a handwritten signature.
Royalties: Licence fees calculated per unit sold or as a percentage of turnover.
Rule of unusualness: Provisions in general terms and conditions that the other party did not have to expect are not binding.
Simple licence: The licensor may use the right itself and license it to others as well.
Single signatory authority: The power to sign for a company alone.
Software as a Service (SaaS): Software that runs on the provider’s servers and is used via the internet against a periodic fee.
Sole licence: The licensor may use the right itself but does not license it to anyone else.
Term: The period for which a contract runs; fixed or indefinite.
Worst-case approach: Drafting a contract by asking what can go wrong and regulating it.
Written form: A contract on paper signed by hand, or signed with a qualified electronic signature.
