Subcontractor Agreement Template for Switzerland

A Subcontractor Agreement is a legally binding document that allows you to delegate specific portions of your contractual obligations to third-party service providers. Under Swiss law, this arrangement must comply with the Swiss Code of Obligations, employment regulations, and various federal acts governing service provision and worker protection.

When do you need this document?

You need a Subcontractor Agreement when your business has secured a contract but requires additional expertise, resources, or capacity to fulfill your obligations. This is common in construction projects where specialized trades are needed, IT implementations requiring niche technical skills, or consulting engagements that demand subject matter experts. The agreement is also essential when you want to expand your service delivery without hiring permanent employees, need to meet tight project deadlines, or when your client specifically requires certain specialized certifications that only particular subcontractors possess.

Key legal considerations

Several critical legal elements must be addressed in your subcontractor agreement. Service scope definition is paramount—you must clearly specify deliverables, quality standards, and performance metrics to avoid disputes. Payment terms should align with your main contract while protecting your cash flow, including provisions for milestone payments and retention amounts. Risk allocation clauses are essential, determining liability for delays, defects, or third-party claims. Intellectual property ownership must be clearly defined, especially for creative or technical work. Confidentiality provisions protect sensitive client information, while termination clauses should specify notice periods and consequences of early termination.

Legal requirements in Switzerland

Swiss law imposes specific requirements on subcontracting arrangements that you must address. Under the Swiss Code of Obligations Articles 394-406, service contracts must clearly define the mandate relationship and performance obligations. If your subcontractor employs workers, you must ensure compliance with the Federal Act on Employment Services (LSE) and may need to verify their employment practices. For foreign subcontractors bringing workers to Switzerland, the Federal Act on Posted Workers (LDet) applies, requiring proper registration and compliance with Swiss working conditions. VAT considerations under the Federal Act on Value Added Tax (VATL) are crucial—you must determine who is responsible for VAT registration and payment. Data protection obligations under the Swiss Federal Data Protection Act (FDPA) require specific clauses governing personal data handling between parties. Additionally, non-compete provisions must comply with the Federal Act on Unfair Competition (UCA) to be enforceable.