B2B vs B2C terms & conditions 2026: differences, disclosures and unfair clauses

Quick answer. Terms of sale between professionals and those aimed at consumers follow distinct regimes. In B2B, terms must be communicated before the agreement and payment terms are framed (30 days by default, penalties at the ECB key rate + 10 points, i.e. 12.15% in 2026). In B2C, the law requires clear pre-contractual information, a 14-day right of withdrawal and bans unfair clauses. Mixing the two regimes exposes you to DGCCRF sanctions and consumer disputes.

French law treats relations between professionals (Commercial Code) and relations with consumers (Consumer Code) on different foundations. For an e-commerce operator, a service agency or a retailer, the distinction is not theoretical: it determines what must be made mandatory, how to protect cash flow and what regulatory risk you run.

We recently advised a director who, to "save time", had merged his B2B and B2C terms into a single document: 60-day payment terms were imposed on consumers (unlawful) and imbalanced clauses had never been removed. Drafting two distinct sets would have taken a few hours and a conversation with his legal counsel.

Between professionals, terms of sale must be communicated before the agreement is concluded (Article L441-1 of the Commercial Code). An SME that sends its terms only with the invoice exposes its payment term and performance conditions to challenge. To secure your position: include the terms in the commercial proposal, request explicit acceptance, and keep a record of this step.

The default term between professionals is 30 days from receipt. Two variants are lawful by agreement: 45 days end of month or 60 days from invoice date. Late-payment penalties are computed at the ECB key rate plus 10 points, i.e. 12.15% in the first half of 2026, with a flat recovery fee of EUR 40 per invoice, to be stated in the terms and on the invoice. See our article on payment terms and penalties.

A consumer has a public-order right to withdraw within 14 days of concluding a distance or off-premises contract (Article L221-18 of the Consumer Code). This period cannot be shortened, whether by the customer's agreement or by a clause in the terms.

The exceptions are limited (Article L221-28): services fully performed with prior consent, customised goods, perishable goods, sealed goods opened after delivery. If the exception is not clearly documented, the refund obligation applies. Many entrepreneurs forget that this right is exercised without having to give a reason.

A clause is unfair if it creates a significant imbalance to the consumer's detriment. The Consumer Code distinguishes a black list (irrebuttably unfair clauses, Article R212-1) and a grey list (presumed unfair clauses, Article R212-2).

The DGCCRF can act on its own initiative, without a prior complaint, by inspecting a website or contract document.

In B2B, the duty is limited to communicating the terms before the agreement (Article L441-1): identification, price and revision, payment conditions, deadlines.

In B2C, pre-contractual information must be clear and accessible (Article L111-1): seller's identity and contact details, description of the good or service, total price incl. tax, any fees, existence and modalities of the right of withdrawal (with a model form), delivery conditions, the consumer mediator (Article L612-1) and support contact. Missing any one of these can be sanctioned.

Mixed B2B/B2C e-commerce#

A platform selling both to professionals and consumers must provide two distinct sets of terms and route the consumer to the B2C version. Mixing regimes risks imposing B2B clauses on consumers.

Service providers#

Towards a professional, the absence of withdrawal is possible if the service is performed. Towards a consumer, the right of withdrawal persists until full performance, unless there is express waiver after information.

Subscriptions and tacit renewal#

Towards a consumer, renewal is framed by the "Chatel" law: the professional must inform the customer of the option not to renew, within a window before the deadline (Article L215-1 of the Consumer Code), failing which the customer may cancel at no cost.

Sanctions differ by regime and must be attributed correctly:

• Failure to inform, or to inform on withdrawal (B2C): administrative fine up to EUR 15,000 for an individual and EUR 75,000 for a legal entity (Article L242-13 of the Consumer Code).
• Black-list unfair clauses (B2C): administrative fine of the same order (EUR 15,000 / 75,000).
• Misleading commercial practices: criminal sanction up to EUR 300,000 (or a percentage of turnover) and two years' imprisonment (Article L132-2 of the Consumer Code).
• Non-compliant payment terms (B2B): administrative fine up to EUR 2,000,000 for a legal entity (Article L441-16 of the Commercial Code).

We recommend a terms audit every 18 months, and systematically after a change in business model.

When a director consults us on their terms, we follow the same method: clarify the business model (who are the customers, really?), map the risks (terms, penalties, returns, services in progress), check B2B and B2C compliance clause by clause, then compare the displayed terms with what is actually signed. We have seen companies knowingly deploy B2B terms on consumers "because it is simpler": the maths is bad, because a sanction costs far more than tailored drafting.

Hayot Expertise advice. If you serve both segments, treat your terms as a pillar of compliance and cash flow, not a formality. A legal audit costs a few hundred to a few thousand euros; a DGCCRF sanction, far more. The calculation is quickly done.

• Consumer mediator: check that your B2C terms name a referenced mediator (name, address, website) — the most frequent omission.
• Model withdrawal form: it is required in B2C; a mere email address is not enough.
• Legibility: a payment clause in small print may be treated as unwritten if it is not legible.
• Basis for penalties: without a written clause, you have no basis to claim the 12.15% penalties.

• Two distinct regimes: do not mix B2B and B2C terms.
• B2B: prior communication of terms and framed payment terms (30 days, penalties 12.15% + EUR 40).
• B2C: pre-contractual information, 14-day withdrawal, ban on unfair clauses, mandatory mediator.
• A mixed activity requires two complete, separate sets of terms.
• Sanctions: up to EUR 75,000 (B2C breaches, L242-13) and up to EUR 2M (B2B payment terms, L441-16).

• Légifrance — Article L441-1 of the Commercial Code
• Légifrance — Article L111-1 of the Consumer Code
• Légifrance — Article L221-18 of the Consumer Code (withdrawal)
• Légifrance — Articles R212-1 and R212-2 of the Consumer Code (unfair clauses)
• Légifrance — Article L242-13 of the Consumer Code (sanctions)