Swiss Freelance Contract Check
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Freelance contracts in Switzerland are typically governed by the mandate provisions of the Code of Obligations (OR Art. 394–406, Auftrag / mandat) or by the contract for work and services (OR Art. 363–379, Werkvertrag / contrat d'entreprise). The distinction between a freelance arrangement and an employment contract (OR Art. 319, Arbeitsvertrag) is crucial — it affects social security contributions, tax obligations, and worker protections.
Swiss authorities and courts look at the actual circumstances, not just the contract label. Key indicators of genuine freelance status include: the freedom to organise one's own work, bearing entrepreneurial risk, working for multiple clients, providing one's own tools and infrastructure, and the ability to delegate tasks. If these conditions are not met, the arrangement may be reclassified as employment (Scheinselbstständigkeit / faux indépendant), with significant consequences for both parties — including back-payment of social security contributions (AHV/IV/EO/ALV).
Other critical clauses in freelance contracts include intellectual property ownership (who owns the work product?), payment terms (net 30 is common, but watch for long payment cycles), liability limitations, and termination provisions. Unlike employment contracts, mandate contracts can generally be terminated at any time by either party (OR Art. 404), though the terminating party may owe damages if the timing is unfavourable.
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Common Red Flags in Freelance Contracts
- Pseudo-employment indicators (Scheinselbstständigkeit) — if the contract dictates work hours, location, and tools, it may be reclassified as employment by social security authorities
- No clear IP ownership clause — without explicit terms, the ownership of work product may be disputed (OR Art. 16 URG for copyright)
- Unlimited personal liability — freelancers should negotiate reasonable liability caps; unlimited liability exposes you to disproportionate risk
- Unfair payment terms — watch for payment deadlines exceeding 60 days, retention clauses, or "pay when paid" terms that shift financial risk entirely to the freelancer
Key Swiss Laws
- OR Art. 394–406 — Mandate (Auftrag) provisions
- OR Art. 363–379 — Contract for work and services (Werkvertrag)
- OR Art. 319 — Employment contract definition
- OR Art. 404 — Termination of mandates
- AHVG Art. 5 & 9 — AHV/social security contribution obligations
- URG Art. 16 — Copyright and work product ownership
Frequently Asked Questions
How do Swiss authorities determine if I'm truly freelance?
Swiss social security authorities (AHV/SVA) assess the actual working relationship, not just the contract title. Key factors include: whether you bear entrepreneurial risk, work for multiple clients, provide your own tools, and have freedom to organise your work. If these are not met, you may be reclassified as an employee, triggering back-payments of social contributions.
Who owns the intellectual property I create as a freelancer?
Under Swiss law, copyright arises with the creator (URG Art. 6). However, the contract can transfer or license IP rights to the client. Without a clear IP clause, the freelancer generally retains ownership. For software, special rules apply under URG Art. 17. Always ensure the contract clearly addresses IP ownership.
Can my client terminate the freelance contract at any time?
For mandate contracts (Auftrag), yes — OR Art. 404 allows either party to terminate at any time. However, the terminating party may owe damages for termination at an inopportune time. For work contracts (Werkvertrag), the client can withdraw at any time but must compensate the contractor for work done and lost profit (OR Art. 377).