Terms of use vs terms of sale: differences, obligations and good practice

Terms of use vs terms of sale: what is the difference?

Terms of use and terms of sale are complementary but distinct. The former govern access to and use of a website, online service or application. The latter govern commercial transactions. Confusing them creates risks of disputes, invalidity and administrative penalties. Here is a practical guide to distinguishing, drafting and making them enforceable.

Need immediate support? Explore AI and law resources or Discuss your firm's AI transformation. To learn more, you can also read our articles on contracts and terms of sale.

1) Definition and legal scope

Terms of use (CGU)

Terms of use set the rules for accessing, registering for and using a website, platform or application for any visitor or user (free or paid). They concern use of the service, not sales (accounts, moderation, published content, security, intellectual property, usage restrictions, suspension/closure, technical liability, etc.).

Enforceability requires that the user has had the opportunity to read and accept them, in accordance with Article 1119 of the Code civil (hierarchy and standard terms), available on Legifrance. An unticked checkbox and timestamped evidence of acceptance are recommended.

Terms of use generally refer to a separate privacy/cookie policy under the GDPR; for practical requirements (information, cookie consent), see CNIL.

Terms of sale (CGV)

Terms of sale govern the commercial relationship between a seller/service provider and a buyer (consumer or business): product/service descriptions, prices, payment, delivery/performance, warranties, withdrawal, after-sales service, liability, mediation, applicable law, etc. In France, they form the “basis for commercial negotiation” in B2B and must be provided to any business buyer who requests them (Code de commerce, art. L441‑1 et seq., via Legifrance).

For consumer sales, pre-contractual information and distance-selling arrangements are required by the Code de la consommation (in particular Articles L111‑1 and L221‑5 on information, L221‑18 on withdrawal rights), implementing Directive 2011/83/EU, available on EUR‑Lex. See also the official Service‑Public — Terms of sale factsheet and the practical FranceNum — Drafting terms of sale guide.

In B2C, documents intended for consumers must be written in French (Loi Toubon, art. 2, via Legifrance).

2) The 7 key differences between terms of use and terms of sale

• Purpose: terms of use = rules for using a service/website; terms of sale = rules for the commercial transaction.
• Scope: terms of use = all users/visitors; terms of sale = buyers/customers only.
• Status: terms of use are often optional but strongly recommended; terms of sale are essential for e-commerce and governed by the Code de la consommation.
• Time of acceptance: terms of use on account creation/access; terms of sale when ordering (double click) or signing.
• Content: terms of use = accounts, moderation, IP, security, prohibitions; terms of sale = prices, payment, delivery, warranties, withdrawal, mediation.
• Consequences of breach: breaches of terms of use = risk of suspension/closure; breaches of terms of sale = invalidity, consumer disputes, DGCCRF penalties (see Economie.gouv).
• Hierarchy: for purchases, terms of sale prevail on sales matters; for non-commercial use, terms of use apply.

3) Terms of use: essential clauses

• Access and accounts: registration, verification, credential security, user responsibility, anti-fraud measures.
• Permitted/prohibited use: circumventing security, scraping, spam, misuse, unlawful acts.
• User-generated content (UGC): moderation, reporting, non-exclusive license for the operator, removal of unlawful content.
• Intellectual property: operator’s rights, trademarks, databases, third-party credits.
• Availability and maintenance: indicative SLAs, limits on technical liability.
• Sanctions: account suspension/deletion, prior notice except in emergencies.
• Privacy links: reference to a CNIL-compliant privacy/cookie policy; lawful basis, purposes, data subjects’ rights (CNIL).
• Changes to terms of use: advance information and, for material changes, renewed acceptance.

4) Terms of sale: mandatory information and good practice

In B2C and distance selling, certain information must be given before ordering (seller identity, essential characteristics, VAT-inclusive prices and fees, payment/delivery/performance arrangements, statutory guarantees, withdrawal rights, mediation, etc.), in accordance with the Code de la consommation (see Legifrance and the Service‑Public factsheet). In B2B, terms of sale must be provided to any business customer who requests them (Code de commerce, art. L441‑1 et seq.).

Terms of sale checklist

• Identification: name, legal form, registered office, RCS/REA, capital, VAT number, contact/after-sales service.
• Offer: fair description, availability, validity period for prices/offers.
• Prices and fees: VAT-inclusive prices for consumers, currencies, ancillary fees, discounts, obvious errors.
• Payment: methods, due dates, security, retention of title, late-payment penalties and fixed recovery compensation in B2B (Code de commerce, art. L441‑10, via Legifrance).
• Delivery/performance: timelines, transfer of risk, acceptance/receipt, installation where applicable.
• Withdrawal: period, procedure, form, statutory exceptions (Code de la consommation, L221‑18 and L221‑28, via Legifrance and EUR‑Lex).
• Statutory guarantees: conformity and latent defects; clear consumer information (see Economie.gouv).
• Liability: lawful exclusions/limitations, force majeure.
• Customer service and complaints: contact details, response times.
• Consumer mediation: appointment of a mediator and access arrangements (see Economie.gouv).
• Applicable law and jurisdiction: governing-law and competent-court clause; in B2C, mandatory protections in the consumer’s country.
• Language: French version mandatory for B2C (Loi Toubon, Legifrance).

Useful practical guides: Bpifrance Création — Terms of sale and FranceNum.

5) Online enforceability: securing evidence

• Clear acceptance process: unticked “I have read and accept the terms of sale/use” checkbox, link to a downloadable version, then double-click order confirmation for sales (Code civil, electronic contracts, via Legifrance).
• Evidence and timestamping: logging (IP, date/time, version), evidential retention/archiving; consider an eIDAS-compliant timestamp (see EUR‑Lex).
• Versioning: identify each version (v1.8 – 02/2026) and require renewed acceptance for material changes.
• Accessibility: permanent footer link, post-order email (B2C), downloadable PDF.

6) B2C vs B2B: points to watch

• B2C: enhanced pre-contractual information, withdrawal rights (subject to exceptions), mandatory statutory guarantees, mediation, VAT-inclusive pricing. DGCCRF oversight and penalties (see Economie.gouv and Service‑Public).
• B2B: broader contractual freedom, but an obligation to provide terms of sale (L441‑1 et seq.). Specify late-payment penalties and recovery compensation (L441‑10). Beware of “battles of forms”: Article 1119 of the Code civil (Legifrance) governs conflicting clauses.

7) Concrete use cases

• B2C e-commerce: terms of use (browsing, accounts, customer reviews) + terms of sale (VAT-inclusive prices, delivery, withdrawal, mediation). Ordering process with double click and summary email.
• B2B SaaS: terms of use (SLA, security, usage) + MSA/terms of sale (subscription, uptime, support, exit/portability). Tailored penalty and liability-cap clauses.
• Marketplace: platform terms of use (roles, moderation, UGC), seller↔buyer terms of sale, and seller↔platform terms of sale/agreement. Fee transparency and mediation.
• Freemium mobile application: terms of use (account, content, restrictions) + in-app terms of sale (purchases, renewal, refunds according to app stores). Enhanced privacy policy (CNIL).

8) Risks of non-compliance

• Unenforceability of terms of use/sale due to lack of informed acceptance (art. 1119 C. civ.).
• DGCCRF penalties for failure to provide pre-contractual information in B2C (fines and orders; see Economie.gouv and Service‑Public).
• Unfair terms deemed unwritten in B2C (Code de la consommation, via Legifrance).
• Conflicting documents in B2B (seller’s terms of sale vs buyer’s purchasing terms) if hierarchy is not controlled (art. 1119 C. civ.).

Further reading

Consult our related guides: SaaS terms of sale: essential clauses, Services agreement and Protecting your trademark: INPI filing.

Quick FAQ

1) Can terms of use and terms of sale be merged?

Not recommended. Clearly separate use (terms of use) from sales (terms of sale) to avoid confusion over scope and strengthen enforceability.

2) Are terms of use mandatory?

Not always, but they are strongly recommended to govern use, moderation and your liability limitations.

3) Which language should be used?

For consumers in France, a French version is required (Loi Toubon, art. 2, via Legifrance).

4) When should acceptance take place?

Terms of use: on signup/access. Terms of sale: immediately before ordering (checkbox + double click) or on signature.

5) Privacy: terms of use or a separate document?

A separate document (privacy/cookie policy) is preferable for GDPR compliance; see CNIL.

Take action

We audit and draft your terms of use/sale, aligned with your product, UX and French/EU regulations. Explore AI and law resources or Discuss your firm's AI transformation. For further insight, feel free to read our articles on contracts and terms of sale.