The Client Contract: the Legal Form
The contract governing the relationship with a client is written with the mandate chapter of the Civil Code: under Article 709, under a mandate contract the mandatary is obliged to perform one or more acts entrusted to it (the mandate) in the name and at the expense of the mandator. For a service company this means the default legal nature of a client contract is a mandate — any different arrangement must be separately defined by the parties. Exact formulation settles a later dispute before it begins.
This page describes three layers of drafting the contract: essential terms, form, and standard terms — the discipline that governs the rules applied to a mass-market product and bounds unilaterally drafted conditions.
Essential Terms and the Preliminary Contract
Under Article 327, a contract is concluded where the parties have agreed on all its essential terms in the form provided for the purpose. Essential are those terms on which agreement must be reached at the demand of one party, or which the law deems such. The circle of essential terms is thus twofold: the statutory minimum and whatever a party itself insists on. This list is placed into the document itself.
The same article allows a contract to give rise to an obligation to conclude a future contract — a preliminary contract; the form provided for the main contract extends to the preliminary one as well. In startup practice this instrument is used where the full contract will be signed later but the parties want the duty to sign to exist now.
Form: When the Contract Takes Effect
Article 328 defines the rule of form: where the law prescribes a form for the validity of a contract, or the parties have themselves envisaged such a form, the contract takes effect only after the form requirement is met. Such agreement also suffices to confirm in form an obligation that already exists.
Written form is performed simply: by drawing up a single document signed by the parties; a telegraphic message, telex or exchange of letters also suffices to secure the form. In the digital age this means a client contract may be formalized through an exchange of documents — where the parties have agreed on written form. The breach of form is priced in advance.
Standard Terms: Discipline for a Mass Product
Under Article 342, standard terms of a contract are pre-formulated conditions intended for multiple use, through which the offeror establishes rules differing from or supplementing the law. Where terms are defined in detail by the parties, they are not standard; individually agreed terms take precedence over standard ones.
Standard terms become part of the contract only under certain conditions (Article 343): the offeror makes a clearly visible notice at the place of conclusion and refers to the terms, and the other party has the opportunity to read their content and, if it agrees, accept them. Where the other party is an entrepreneur, it suffices that the terms should have been considered upon showing the diligence customary in business relations.
Article 344 is the strictest filter: provisions of standard terms that are so unusual in form that the other party could not have reckoned with them do not become part of the contract. This rule directly concerns the drafter of uniform client terms: an excessive one-sided clause simply will not be incorporated The text of the contract is built on two levels: first the mandatory minimum — the parties, the subject, the essential terms; then the layer of risk management — liability, termination, dispute resolution. Each additional clause is born of experience rather than of formal length, and every clause must survive the incorporation test before it binds.
Frequently Asked Questions
Below are the most frequent questions about drafting client contracts. The answers collect the practical side of each requirement.
What is the legal nature of a client contract?
By default, a mandate: the service is rendered in the client’s name and at its expense.
Which terms are essential?
Those the law indicates and those on which a party demands agreement; agreement on all essential terms is required.
How is written form performed?
By one signed document, or by an exchange of messages and letters.
When do standard terms become part of the contract?
With a visible notice and the opportunity to read the content; unusual clauses are never incorporated. Verification against the incorporation test is done at drafting stage.
Is a preliminary agreement possible?
Yes — a contract may create an obligation to conclude a future contract, in the same form.
How We Help on Legal.ge
The lawyers of Legal.ge help you prepare a client contract: we shape the essential terms on the mandate construction, carry the form, and screen standard terms through the unusual-clause filter. Contact us — a correctly drafted client contract is the pillar of reliable revenue. A good form spends the contract, not the courtroom.