GTC for freelancers and sole traders: template and specific clauses to know

For a freelancer, a graphic designer, a web developer or a sole-trader consultant, the general terms and conditions of sale are not a mere administrative document. They form the legal backbone of the client relationship, the only written medium that genuinely frames prices, deadlines, ownership of the deliverables and the remedies available in the event of a dispute. Yet many independent professionals work with generic GTC downloaded online, poorly suited to their business, their VAT status or the type of client served.

A freelancer who writes content for a large group, a developer who delivers source code to a startup, or a photographer who assigns images to an e-commerce brand do not have the same obligations or the same risks. Poorly drafted GTC create exposure to unpaid invoices, to challenges over the assignment of rights, to refund claims, and even to a reclassification as disguised employment. Conversely, solid GTC make it possible to set the framework, to prove the client's agreement and to move faster in the event of disagreement.

This article reviews the legal obligations, the essential clauses, the differences between B2B and B2C, and offers an adaptable template, complemented by a focus on the pitfalls to avoid in order to remain legally protected.

Why are tailored GTC essential for a freelancer?

What is the legal role of GTC in a commercial relationship?

GTC fulfil three essential legal functions. They frame the commercial offer, by specifying what is sold, at what price and under what terms. They set the rules of the game between the service provider and their client, which helps avoid divergent interpretations in the event of conflict. Finally, they serve as a basis of evidence in the event of litigation, before the commercial court or the judicial court depending on the status of the parties.

Article L441-1 of the Commercial Code defines the minimum content of GTC for any production, distribution or service activity. According to that text, the GTC notably include the payment terms, as well as the elements for determining the price such as the schedule of unit prices and any price reductions. This foundation applies to all service providers, freelancers included.

Are GTC mandatory for a sole trader?

The answer depends on the type of client. For a freelancer working with professionals, Article L441-1 of the Commercial Code requires the GTC to be communicated to any professional buyer who requests them, by any means constituting a durable medium. Failure to comply with this obligation is sanctioned by an administrative fine of up to 15,000 euros for an individual and 75,000 euros for a legal entity.

For a freelancer selling to consumers, the Consumer Code imposes enhanced pre-contractual information. Article L211-1 provides that the clauses of contracts offered by professionals to consumers must be presented and drafted in a clear and comprehensible manner, failing which they will be interpreted in the sense most favourable to the consumer.

In practice, a sole trader who has no GTC at all is exposed to a twofold risk: an administrative sanction in B2B and the loss of enforceability of their terms in B2C. Added to this is the practical difficulty of proving, in the event of non-payment, that the client had accepted a specific payment deadline, a deposit or late-payment penalties.

What mandatory legal information must appear in a freelancer's GTC?

What information about the provider's identity is mandatory?

The GTC must precisely identify the service provider, which enables the client to know their contracting party. For a freelancer or a sole trader, this means stating the trade name, the legal status (sole proprietorship, micro-enterprise, EURL, SASU), the SIRET number, the registered office address and, where applicable, the intra-Community VAT number. If the freelancer is not subject to VAT pursuant to Article 293 B of the General Tax Code, the wording "TVA non applicable, article 293 B du CGI" must appear in the GTC and on the invoices.

This identification obligation aligns with the one provided by the law on confidence in the digital economy for professional websites. It applies to any service provider, including those without a website, as soon as they market services.

How to correctly draft clauses on prices and payment?

The price clause must state whether the rates are expressed excluding or including tax, mention any incidental costs (travel, accommodation, supplies), and specify that the applicable rate is the one in force at the time of the order. For a freelancer benefiting from the VAT exemption, ambiguous wording suggesting that VAT is applicable must be avoided.

The payment clause must set the means of payment (bank transfer, cheque, direct debit), the due date (on receipt, at 30 days, at 30 days end of month) and any deposit requested upon ordering. In B2B, the payment period agreed between the parties may not exceed sixty days from the invoice issue date, in accordance with Article L441-10 of the Commercial Code. By way of derogation, a maximum period of forty-five days end of month may be agreed if it is expressly stipulated by contract and does not constitute a manifest abuse.

What deadlines and late-payment penalties should be provided for?

The GTC must compulsorily provide for the rate of late-payment penalties as well as the amount of the lump-sum compensation for recovery costs. In the absence of any provision to the contrary, the applicable rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points. This rate may not be lower than three times the legal interest rate.

The lump-sum compensation for recovery costs is set at 40 euros by Article D441-5 of the Commercial Code. It is due as of right by any professional in a situation of late payment, without the need for a reminder. Where the actual recovery costs exceed 40 euros, the creditor may claim additional compensation upon supporting evidence.

Commercial Code

Payment terms between professionals

Which specific clauses really protect a freelancer?

How to secure an intellectual property clause?

The intellectual property clause is undoubtedly the most strategic for a creative freelancer, whether it concerns writing, design, code, photography or video. It must comply with the strict requirements of Article L131-3 of the Intellectual Property Code, which provides that the transfer of the author's rights is subject to the condition that each of the assigned rights be the subject of a distinct mention in the deed of assignment and that the field of exploitation of the assigned rights be delimited as to its scope, its purpose, the place and the duration.

Wording such as "all rights assigned for all uses" is legally fragile: it complies neither with the requirement of distinct mentions nor with the precise delimitation of the field of exploitation. An effective clause must therefore specify:

• the works concerned (texts, mock-ups, source code, visuals, photographs, videos),
• the assigned rights (reproduction, representation, adaptation, modification),
• the media and channels of exploitation (website, social networks, print, advertising, packaging),
• the duration of the assignment and the territory of application,
• the exclusive or non-exclusive nature of the assignment,
• the remuneration linked to the assignment or its inclusion in the price of the service.

It is also useful to expressly reserve the author's moral rights, which are inalienable and perpetual under French law, as well as to specify the fate of the source files (PSD, AI, development files, RAW): their delivery is never automatic and must be negotiated separately.

Concrete example: a freelance graphic designer creates a logo for an SME. Without a precise clause, the client may dispute the use of the logo on media not provided for, or conversely, the designer may reproach the client for exploitation beyond the agreed framework. A well-drafted assignment avoids this type of dispute, frequent before the civil courts.

Why provide for a deliverables validation clause?

The deliverables validation clause protects the freelancer against late returns, unlimited modification requests and disagreements over the scope of the assignment. It must set a validation period (for example seven or fifteen days), provide that silence constitutes tacit acceptance at the end of that period, and limit the number of back-and-forths included in the price.

This clause is particularly useful for web development, design or writing assignments, where modifications can quickly exceed the initial scope. It makes it possible to characterise additional requests as out-of-scope services, and therefore separately billable.

How to limit one's liability without falling into an unfair clause?

A well-drafted limitation of liability clause is essential, but it cannot exclude everything. French law notably prohibits exonerating the service provider from their gross negligence or their wilful misconduct. In B2B, Article 1171 of the Civil Code provides that in a contract of adhesion, any non-negotiable clause that creates a significant imbalance between the rights and obligations of the parties is deemed unwritten.

Prudent drafting consists of capping liability at the total amount of the service, excluding indirect damages (loss of operations, loss of opportunity, loss of clientele) and specifying that the service provider is bound by an obligation of means and not of result, unless an express commitment to the contrary is made. This distinction is central for consulting services, where the result largely depends on the client and the market.

What must a confidentiality clause contain?

The confidentiality clause is useful as soon as the freelancer accesses sensitive information: commercial strategy, client data, source code, unpublished content, financial data. It must define what is considered confidential, provide for a commitment period (often three to five years after the end of the assignment), and list the exceptions (information already public, disclosure required by a judicial authority).

For freelancers who handle personal data on behalf of their clients, confidentiality interacts with the obligations of the GDPR and generally requires a separate processing agreement within the meaning of Article 28 of the General Data Protection Regulation.

B2B or B2C GTC: which differences to integrate?

What additional obligations for sales to consumers?

When a freelancer sells to individuals, they legally become a professional facing a consumer, which triggers the application of the Consumer Code. This regime imposes enhanced pre-contractual information, the prohibition of unfair clauses presumed by decree, the existence of a right of withdrawal for distance selling and the application of the legal guarantee of conformity.

Comparison of B2B GTC and B2C GTC

Selected criterion

B2B GTCProfessionals

B2C GTCConsumers

Does the right of withdrawal apply to freelance services?

Yes, for contracts concluded at a distance or off-premises with a consumer. Article L221-18 of the Consumer Code provides that the consumer has a period of fourteen days to exercise their right of withdrawal, without having to justify their decision or bear any costs other than those provided for by law. For service-provision contracts, this period runs from the conclusion of the contract.

The freelancer must therefore provide in their B2C GTC clear information on this right, a standard withdrawal form annexed to the contract, and specify the cases of waiver of the right of withdrawal (notably where the service has been fully performed with the express agreement of the consumer before the expiry of the period).

Concrete example: a professional coach offers individual support to an individual via a simple online order. Without information on the right of withdrawal, the legal period is automatically extended to twelve months, which exposes the coach to a claim for full reimbursement long after the start of the service.

How to make one's GTC legally enforceable against the client?

At what point should the GTC be communicated to the client?

The enforceability of the GTC rests on a simple principle: the client must have been aware of the GTC before the conclusion of the contract, and have accepted them. A subsequent communication, for example only on the invoice, is not sufficient to make the GTC enforceable.

Best practice consists of systematically annexing the GTC to the quote, making them accessible on the freelancer's website, and requiring an express acceptance (signature of the quote, checkbox, exchange of emails confirming the agreement). The mention "the signature of this quote constitutes acceptance of the attached GTC" is a useful standard.

How to prove acceptance of the GTC?

Proof of acceptance is essential in the event of a dispute. Several media can be used: quote signed by the client with a mention of acceptance of the annexed GTC, electronic signature compliant with the eIDAS regulation, explicit exchange of emails, or checkbox on an online platform. The scanned handwritten signature remains valid but its evidential weight is lower than that of a qualified electronic signature.

For important assignments, a separate contract signed by both parties remains the most robust solution. It can refer to the GTC for the general clauses and concentrate the specific conditions (price, scope, deadlines, deliverables) in a single document.

Which GTC template should be adapted to one's freelance activity?

Here is a structured framework that can serve as a basis, to be imperatively personalised according to the status, the activity and the type of client. This framework is not a turnkey template: each clause must be adapted to the reality of the assignment.

Preamble: purpose and scope, identification of the service provider, target audience.

Article 1. Definitions: service provider, client, quote, deliverables, services.

Article 2. Acceptance and formation of the contract: acceptance procedures, precedence of the quote over the general GTC in the event of contradiction.

Article 3. Prices and payment terms: rates excluding or including tax, incidental costs, deposit, due date, means of payment, VAT mention if applicable.

Article 4. Execution deadlines: start of the assignment, duration, milestones, conditions for postponement.

Article 5. Client's obligations: provision of the necessary elements, validation of the deliverables, designation of a contact person.

Article 6. Intellectual property: assigned rights, media, duration, territory, exclusivity, source files, moral rights.

Article 7. Confidentiality: definition of confidential information, commitment period, exceptions.

Article 8. Liability: obligation of means, capping, exclusion of indirect damages.

Article 9. Late-payment penalties and recovery compensation: applicable rate, lump-sum compensation of 40 euros, additional compensation.

Article 10. Termination: cancellation conditions, billing of work already carried out, return of the elements provided.

Article 11. Force majeure: definition, consequences, postponement or termination.

Article 12. Protection of personal data: GDPR compliance, possible classification as a processor, retention period.

Article 13. Applicable law and competent jurisdiction: French law, search for an amicable solution, competent court.

For a freelancer addressing consumers, it is appropriate to add a clause on the right of withdrawal, the standard form, information on the consumer mediator and the mention of the legal guarantees.

How does the Mirabile Avocat firm support freelancers and sole traders?

The Mirabile Avocat firm regularly works with freelancers, sole traders and managers of independent structures to secure their contractual framework. This support covers several areas:

• Audit of existing GTC: identification of fragile clauses, missing mentions, inconsistencies between quote and GTC, and risks linked to VAT status or the actual activity.
• Tailor-made drafting: development of GTC adapted to the activity (writing, design, development, consulting, training, photography, video) and to the type of clientele (B2B, B2C, mixed market).
• Securing assignments of rights: drafting of intellectual property clauses compliant with Article L131-3 of the Intellectual Property Code, distinction between assignment and licence, framing of source files.
• GDPR compliance: integration of data protection obligations, drafting of processing agreements when the freelancer processes data on behalf of a client.
• Management of unpaid invoices and litigation: formal notice, recovery, interim-payment proceedings before the commercial court or the judicial court.
• Securing client contracts: drafting of framework contracts, engagement letters, confidentiality agreements, service contracts for major assignments.

The objective is to move from a defensive logic, where the independent professional submits to the conditions of their clients, to an active logic of legal protection, where the GTC become a genuine commercial tool as much as a legal one.

What to remember before finalising one's GTC?

The GTC of a freelancer or a sole trader are not limited to a copy-paste. They must reflect the reality of the activity, integrate the constraints of the Commercial Code and the Consumer Code, and anticipate the most frequent areas of friction: unpaid invoices, challenges over the assignment of rights, unlimited modification requests, abrupt termination of assignment.

Careful drafting makes it possible to avoid the majority of disputes upstream, and to have solid arguments in the event of disagreement. For high-stakes assignments, it remains preferable to supplement the GTC with a specific service contract, signed by both parties, which specifies the exact scope of the assignment.

Legal disclaimer: This article is intended for informational and educational purposes. It does not constitute personalised legal advice and cannot replace the analysis of a lawyer. Each contractual situation must be the subject of an individualised review taking into account the status of the service provider, the nature of the assignment, the type of client and the specificities of the activity. For an analysis adapted to your project, the Mirabile Avocat firm is at your disposal.