brunnolou/swiss-code-of-obligations huggingface dataset:
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Onebis:250 The Marriage or Partnership Brokerage Mandate
F. Information and data protection

Art. 406g

1 Before the contract is signed and throughout its duration, the mandatee must inform the mandator of any particular difficulties pertaining to the latter’s personal circumstances that might arise in the performance of the obligations thereunder.

2 When processing the mandator’s personal data, the mandatee is bound by a duty of discretion; the provisions of the Data Protection Act of 25 September 2020[255](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e14090) apply.[256](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e14099) 

[255](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14090) [SR **235.1**](eli/cc/2022/491/en) 

[256](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14099) Amended by Annex 1 No II 18 of the Data Protection Act of 25 Sept. 2020, in force since 1 Sept. 2023 ([AS **2022** 491](eli/oc/2022/491/en);[BBl **2017** 6941](eli/fga/2017/2057/en)).
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Onebis:250 The Marriage or Partnership Brokerage Mandate
G. Reduction

Art. 406h

Where excessive remuneration or expenses have been agreed, the mandator may apply to the court to reduce these to an appropriate amount.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Two: The Letter of Credit and the Loan Authorisation
A. Letter of credit

Art. 407

1 The provisions governing mandates and payment instructions are applicable to letters of credit in which the principal instructs the addressee to pay a specified person the sums requested by the latter, whether or not a maximum amount is stipulated.

2 Where the letter of credit does not stipulate a maximum amount and obviously disproportionate amounts are requested, the addressee must notify the principal and withhold payment pending further instructions.

3 The instruction conveyed by means of a letter of credit is deemed to have been accepted only where acceptance of a specified amount has been declared.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Two: The Letter of Credit and the Loan Authorisation
B. Loan authorisation
I. Definition and form

Art. 408

1 Where a person has received and accepted a mandate to grant or renew a loan to a third party in his own name and for his own account but on the authorisation of the mandator, the mandator is liable for the payee’s obligation in the same manner as a surety, provided that the mandatee has not exceeded his authority.

2 The mandator incurs such liability only where the authorisation was given in writing.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Two: The Letter of Credit and the Loan Authorisation
B. Loan authorisation
II. Incapacity of payee to enter into a contract

Art. 409

The mandator may not plead as defence against the mandatee the fact that the payee did not have personal capacity to enter into the contract.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Two: The Letter of Credit and the Loan Authorisation
B. Loan authorisation
III. Payment extension granted on own authority

Art. 410

The mandator ceases to be liable for the obligation where the mandatee has on his own authority granted the payee an extension of the term of payment or has neglected to proceed against him as instructed by the mandator.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Two: The Letter of Credit and the Loan Authorisation
B. Loan authorisation
IV. Borrower and principal

Art. 411

The legal relationship between the mandator and the third party granted a loan is subject to the provisions governing the legal relationship between the surety and the principal debtor.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
A. Definition and form

Art. 412

1 A brokerage contract is a contract whereby the broker is given the mandate to arrange an opportunity to conclude a contract or to facilitate the conclusion of a contract in exchange for a fee.

2 The brokerage contract is generally subject to the provisions governing simple mandates.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
B. Broker’s fee
I. When due

Art. 413

1 The broker’s fee becomes payable as soon as the information he has given or the intermediary activities he has carried out result in the conclusion of the contract.

2 Where the contract is concluded subject to a condition precedent, the fee becomes due only once such condition has been satisfied.

3 Where there is a contractual undertaking to reimburse the broker’s expenses, the broker may request such reimbursement even if the transaction fails to materialise.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
B. Broker’s fee
II. Fixing the fee

Art. 414

Where the amount of remuneration is not stipulated, the parties are deemed to have agreed a fee determined by the tariff of fees, where such exists, and otherwise by custom.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
B. Broker’s fee
III. Forfeiture

Art. 415

Where the broker acts in the interests of a third party in breach of the contract or procures a promise of remuneration from such party in circumstances tantamount to bad faith, he forfeits his right to a fee and to any reimbursement of expenses.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
B. Broker’s fee
IV. ...

Art. 416257

[257](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14243) Repealed by Annex No 2 to the FA of 26 June 1998, with effect from 1 Jan. 2000 ([AS **1999** 1118](eli/oc/1999/149/en);[BBl **1996** I 1](eli/fga/1996/1%5F1%5F1%5F1/en)).
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
B. Broker’s fee
V. Excessive fees

Art. 417258

Where an excessive fee has been agreed for identifying an opportunity to conclude or for facilitating the conclusion of an individual employment contract or a purchase of immovable property, on application by the debtor the court may reduce the fee to an appropriate amount.

[258](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14265) Amended by No II, Art. 1, No 8 of the FA of 25 June 1971, in force since 1 Jan. 1972 ([AS **1971** 1465](eli/oc/1971/1465%5F1461%5F1461/en);[BBl **1967** II 241](eli/fga/1967/2%5F241%5F249%5F177/en)). See also the Final and Transitional Provisions of Title X, at the end of this Code.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Three: The Brokerage Contract
C. Reservation of cantonal law

Art. 418

The cantons reserve the right to enact special regulations governing stockbrokers, official brokers and employment agencies.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
A. General
I. Definition

Art. 418a

1 An agent is a person who undertakes to act on a continuous basis as an intermediary for one or more principals in facilitating or concluding transactions on their behalf and for their account without entering into an employment relationship with them.[260](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e14325) 

2 Unless otherwise agreed in writing, the provisions of this Section also apply to persons acting as agents by way of secondary occupation. The provisions governing del credere, prohibition of competition and termination of contracts for good cause may not be excluded to the detriment of the agent.

[260](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14325) Amended by No II Art. 1 No 8 and 9 of the FA of 25 June 1971, in force since 1 Jan. 1972 ([AS **1971** 1465](eli/oc/1971/1465%5F1461%5F1461/en);[BBl **1967** II 241](eli/fga/1967/2%5F241%5F249%5F177/en)). See also the Final and Transitional Provisions of Title X, at the end of this Code.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
A. General
II. Applicable law

Art. 418b

1 The provisions governing brokerage contracts apply by way of supplement to agents acting as intermediaries and those governing commissions apply by way of supplement to agents acting as proxies.

2 ...[261](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e14358) 

[261](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14358) Repealed by No 1 let. b of the Annex to the FA of 18 Dec. 1987 on Private International Law (IPLA ), with effect from 1 Jan. 1989 ([AS **1988** 1776](eli/oc/1988/1776%5F1776%5F1776/en);[BBl **1983** I 263](eli/fga/1983/1%5F263%5F255%5F239/en)).
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
B. Obligations of the agent
I. General and del credere

Art. 418c

1 The agent must safeguard the principal’s interests with the diligence of a prudent businessman.

2 Except where otherwise agreed in writing, the agent may also act for other principals.

3 He may assume liability for the client’s payment or any other type of performance of the client’s obligations or for all or part of the costs of recovering receivables only by means of a written undertaking. The agent thereby acquires an inalienable entitlement to adequate special remuneration.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
B. Obligations of the agent
II. Duty of discretion and prohibition of competition

Art. 418d

1 The agent must not exploit or reveal the principal’s trade secrets with which he has been entrusted or of which he became aware by reason of the agency relationship even after the end of the commercial agency contract.

2 The provisions governing service contracts apply mutatis mutandis to a contractual prohibition of competition. Where such a prohibition has been agreed, on termination of the contract the agent has an inalienable entitlement to adequate special remuneration.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
C. Powers of representation

Art. 418e

1 The agent is considered to be authorised only to facilitate transactions, to receive notices of defects and other declarations whereby clients exercise or reserve their rights in respect of defective performance by the principal, and to exercise the principal’s rights to secure evidence thereof.

2 By contrast, the agent is not considered to be authorised to accept payments, to grant time limits for payments or to agree other modifications of the contract with clients.

3 Articles 34 and 44 paragraph 3 of the Federal Act of 2 April 1908 on Insurance Policies[262](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e14424) are reserved.

[262](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e14424) [SR **221.229.1**](eli/cc/24/719%5F735%5F717/en)
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
I. In general

Art. 418f

1 The principal must do everything in his power to enable the agent to perform his activities successfully. In particular, he must furnish the agent with the necessary documentation.

2 He must notify the agent immediately if he anticipates that the number and/or volume of transactions that will be possible or desirable is likely to be substantially smaller than was agreed or to be expected in the circumstances.

3 Where a particular area or clientele is allocated to the agent, it is allocated to him exclusively unless otherwise agreed in writing.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
II. Commission
1. On business facilitated and concluded
a. Scope and entitlement

Art. 418g

1 The agent is entitled to the agreed or customary commercial agent’s commission or sales commission on all transactions that he facilitated or concluded during the agency relationship and, unless otherwise agreed in writing, on transactions concluded during the agency relationship by the principal without the agent’s involvement but with clients acquired by him for transactions of that kind.

2 An agent to whom a particular area or clientele has been allocated exclusively is entitled to the agreed commission or, in the absence of such an agreement, the customary commission on all transactions concluded during the agency relationship with clients belonging to that area or clientele.

3 Unless otherwise agreed in writing, the entitlement to the commission is established as soon as the transaction has been validly concluded with the client.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
II. Commission
1. On business facilitated and concluded
b. Lapse of entitlement

Art. 418h

1 The agent’s entitlement to commission lapses subsequently where the execution of a concluded transaction is prevented for reasons not attributable to the principal.

2 By contrast, the agent is not entitled to any commission where no consideration is given in return for the principal's performance, or where the consideration is so limited that the principal cannot reasonably be expected to pay any commission.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
II. Commission
1. On business facilitated and concluded
c. Due date

Art. 418i

Unless otherwise provided by agreement or custom, the commission falls due at the end of the calendar half-year in which the transaction was concluded, whereas in insurance business the commission falls due when the first annual premium has been paid.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
II. Commission
1. On business facilitated and concluded
d. Statement of commission

Art. 418k

1 Where the agent is not obliged by written agreement to draw up a statement of commission, the principal must provide him with a written statement as at each due date indicating the transactions on which commission is payable.

2 On request, the agent must be granted access to the books of account or supporting documents that are relevant to such statement. The agent may not waive this right in advance.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
II. Commission
2. Collection commission

Art. 418l

1 Unless otherwise provided by agreement or custom, the agent is entitled to a collection commission on any amounts he collects and delivers to the principal in accordance with the latter’s instructions.

2 At the end of the agency relationship the agent loses his authority to collect payments and his entitlement to further collection commission.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
III. Inability to work

Art. 418m

1 The principal is obliged to pay the agent appropriate compensation if, in breach of his legal or contractual obligations, he is at fault in preventing the agent from earning the volume of commission that was agreed or to be expected in the circumstances. Any agreement to the contrary is void.

2 Where an agent who is permitted to represent only one principal at a time is prevented from working through no fault of his own by illness, Swiss compulsory military service or similar reasons, he is entitled for a relatively short period to adequate compensation for loss of income, provided the commercial agency contract has lasted for at least one year. The agent may not waive this right in advance.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
IV. Costs and expenses

Art. 418n

1 Unless otherwise provided by agreement or custom, the agent is not entitled to reimbursement of costs and expenses incurred in the normal performance of his duties, but is entitled to reimbursement of those incurred as a result of special instructions issued by the principal or in the capacity of agent without authority for the principal, such as freight charges and customs duties.

2 The duty to reimburse costs and expenses obtains even where the transaction fails to materialise.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
D. Obligations of the principal
V. Special lien

Art. 418o

1 By way of securing claims due to him under the commercial agency relationship and, in the event that the principal becomes insolvent, claims that are not yet due, the agent has a special lien on chattels and securities that he holds pursuant to the contract and on any payments received from clients by virtue of an authority to collect with which he has been vested, and this right of lien may not be waived in advance.

2 The lien does not extend to price lists and client lists.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
I. Expiry of duration

Art. 418p

1 Where the commercial agency contract was concluded for a fixed term or its duration is limited by virtue of its purpose, it ends without notice on expiry of that term.

2 Where a fixed-term commercial agency contract is tacitly extended by both parties on expiry of its duration, it is deemed to have been renewed for the same duration subject to a maximum of one year.

3 Where termination is subject to prior notice, failure by both parties to give notice is deemed tacit renewal of the contract.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
II. Notice of termination
1. In general

Art. 418q

1 Where the commercial agency contract was not concluded for a fixed term and its duration is not limited by virtue of its purpose, it may be terminated by either party during the first year of the contract by giving one month’s notice expiring at the end of the following calendar month. Any agreement of a shorter notice period must be done in writing.

2 Where the contract has lasted for at least one year, it may be terminated by giving two months’ notice expiring at the end of a calendar quarter. However, the parties may agree a longer notice period or a different termination date.

3 The notice period must be the same for both the principal and the agent.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
II. Notice of termination
2. For good cause

Art. 418r

1 The principal and the agent may at any time terminate the contract with immediate effect for good cause.

2 The provisions governing service contracts apply _mutatis mutandis_.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
III. Death, incapacity, bankruptcy

Art. 418s

1 The agency relationship ends on the death or incapacity of the agent or the bankruptcy of the principal.

2 Where in essence the agency relationship was entered into with the principal in person, it ends on his death.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
IV. Claims of the agent
1. Commission

Art. 418t

1 Unless otherwise provided by agreement or custom, the agent is entitled to commission on orders subsequently placed by a client acquired by him during the agency relationship only if such orders are placed before the end of the commercial agency contract.

2 On termination of the agency relationship, all the agent’s claims for commission or reimbursement of expenses fall due.

3 A later due date may be agreed in writing for commission on transactions to be performed in full or in part after the agency relationship has ended.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
IV. Claims of the agent
2. Compensation for clientele

Art. 418u

1 Where the agent’s activities have resulted in a substantial expansion of the principal’s clientele and considerable benefits accrue even after the end of the agency relationship to the principal or his legal successor from his business relations with clients acquired by the agent, the agent or his heirs have an inalienable claim for adequate compensation, provided this is not inequitable.

2 The amount of such claim must not exceed the agent’s net annual earnings from the agency relationship calculated as the average for the last five years or, where shorter, the average over the entire duration of the contract.

3 No claim exists where the agency relationship has been dissolved for a reason attributable to the agent.
Division Two: Types of Contractual Relationship
Title Thirteen: The Mandate
Section Four:259 The Agency Contract
E. Termination
V. Duty of restitution

Art. 418v

By the time the agency relationship ends, each contracting party must return to the other everything received from him or from third parties for his account during the relationship. The contracting parties’ rights of lien are unaffected.
Division Two: Types of Contractual Relationship
Title Fourteen: Agency without Authority
A. Rights and obligations of the agent
I. Manner of execution

Art. 419

Any person who conducts the business of another without authorisation is obliged to do so in accordance with his best interests and presumed intention.
Division Two: Types of Contractual Relationship
Title Fourteen: Agency without Authority
A. Rights and obligations of the agent
II. Liability of the agent in general

Art. 420

1 The agent is liable for negligence.

2 However, where the agent acted in order to avert imminent damage to the principal, his liability is judged more leniently.

3 Where agency activities are carried out against the express or otherwise recognisable will of the principal and the prohibition was neither immoral nor illegal, the agent is also liable for chance occurrences unless he can prove that they would have occurred even without his involvement.
Division Two: Types of Contractual Relationship
Title Fourteen: Agency without Authority
A. Rights and obligations of the agent
III. Liability of agents lacking capacity to enter into contracts

Art. 421

1 Where the agent lacked the capacity to enter into contractual commitments, he is liable for his agency activities only to the extent that he is enriched or alienated the enrichment in bad faith.

2 Further liability in tort is reserved.
Division Two: Types of Contractual Relationship
Title Fourteen: Agency without Authority
B. Position of the principal
I. Agency in the principal’s best interests

Art. 422

1 Where agency activities were in the best interests of the principal, he is obliged to reimburse the agent for all expenses that were necessary or useful and appropriate in the circumstances plus interest, to release him to the same extent from all obligations assumed and to compensate him at the court’s discretion for any other damage incurred.

2 Provided the agent acted with all due care, the claim accrues to him even if the intended outcome was not achieved.

3 Where the agent’s expenses are not reimbursed, he has the right of repossession in accordance with the provisions governing unjust enrichment.