Can I copy a competitor's terms of sale for my SaaS?

Last updated: 18 March 2026

The short answer

No, you cannot copy a competitor's terms of sale for your SaaS. In France, this practice is generally characterised as economic free-riding (based on Article 1240 of the French Civil Code) and may also constitute copyright infringement if the copied text is original (CPI, art. L111-1 and L112-1). You also risk including unlawful clauses subject to DGCCRF penalties under the French Consumer Code.

• Immediate litigation risk: free-riding/unfair competition proceedings and damages claims.
• Copyright infringement risk if the text's originality is established (CPI, art. L335-2).
• Regulatory risk (unfair terms, missing information) involving orders and administrative penalties: see Service Public Pro.

Courts regularly condemn reproduction of competitors' terms of sale and website legal content as free-riding (see practitioner analyses: Vauban Avocats; MDC Avocat; Consultation Avocat). To frame your own terms, start with our 2026 SaaS terms of sale legal guide and list of essential clauses.

Specific legal risks of copying terms of sale

1) Free-riding and unfair competition (art. 1240 Civil Code)

Copying terms means appropriating a competitor's investment (time, expertise, monitoring) without paying for it. Courts penalise this free-riding under tort liability (art. 1240). Decisions have condemned reproduction of competing websites' legal content, awarding damages and sometimes ordering publication of the judgment (discussed in particular in this AFJV article).

2) Copyright in original legal texts

A legal text is protected by copyright if it bears the imprint of its author's personality (choices, structure, wording). Reproducing such a text may constitute infringement (CPI, L111-1 and L112-1). Civil sanctions include prohibiting distribution and compensation. Infringement is also a criminal offence (CPI, L335-2), although civil proceedings are more common in practice for this type of dispute.

3) Unlawful clauses and DGCCRF oversight

Copied terms risk including unfair terms in B2C transactions (prohibited by art. L212-1 of the French Consumer Code) or omitting mandatory pre-contractual information for distance sales (art. L221-5). The DGCCRF may order clauses to be amended/removed and impose administrative fines (see Service Public Pro).

If your terms mislead (on price, characteristics, rights), you may fall within the scope of misleading commercial practices (art. L132-2 of the French Consumer Code), which are criminal offences.

4) Mismatch with your model and technology regulations

Copied terms reflect neither your subscription journeys, your SLA nor your data flows. You risk customer disputes and GDPR non-compliance. For GDPR, check your legal bases, information and data processing agreements (DPAs) with the CNIL. In B2B transactions, terms of sale form the basis of negotiations and must be provided on request (French Commercial Code, art. L441-1). If you operate an online service, also comply with LCEN, art. 6 (legal notices, identification).

What to do instead: a safe 7-step method

Step 1: map your SaaS model

• Purchase journey: free trial, freemium, POC, MRR/ARR, unit-based billing (MAU, seats, API calls).
• Contract lifecycle: term, renewal, notice, termination arrangements.
• Service quality: SLA, support, exit assistance, backups, maintenance.

Step 2: define the licence and usage scope

Precisely define software access rights, restrictions (reverse engineering, scraping, credential sharing), and ownership of deliverables/data. To build a robust structure, use the essential clauses of a SaaS agreement.

Step 3: incorporate applicable legal obligations

• B2C: pre-contractual information, withdrawal rights where applicable (French Consumer Code, L221-5).
• B2B: provision of terms of sale and minimum required information (French Commercial Code, L441-1).
• Online services: legal notices (LCEN, art. 6).
• GDPR: information for individuals, processing records, processor clauses, transfers outside the EU (CNIL resources).

Step 4: write key clauses tailored to your product

Price and indexation, recurring billing, suspension for non-payment, availability/service, security and backups, exit assistance, intellectual property, customer data, liability/warranties, force majeure, governing law/court. Draw inspiration from the essential clauses for SaaS terms of sale, without copying and pasting.

Step 5: align terms, product and user experience

Your terms must match the subscription funnel (checkbox, permanent link, timestamped version). Avoid ambiguity that could be characterised as a misleading practice (L132-2 Consumer Code).

Step 6: legal review and plagiarism checks

Have a legal professional/lawyer review them, document your choices (iteration evidence), and retain dated drafts. This traceability discourages copying allegations. In a dispute, follow our advice on taking action against unfair competition and free-riding.

Step 7: maintenance and monitoring

Update your terms whenever the product/pricing or regulations change. Maintain a public changelog and version them (v1.3 – 03/2026). For an overview of obligations, also see the legal requirements for SaaS terms of sale in 2026.

Practical FAQ

Can I draw inspiration from existing terms?

Yes, for topics and structure, not for wording. Use your own words, contractual logic and specific features. AFJV notes that slavish copying of web pages may constitute infringement and/or unfair competition (analysis).

What if my competitor also copied from elsewhere?

That does not authorise you to do so. You would remain liable to the original author and exposed to free-riding claims by your direct competitor (see analysis: Vauban Avocats).

What should I do if I have already published copied terms?

• Remove the disputed version (and invalidate caches if possible), publish a correction and replace it with an original, tailored version.
• Contact the other party calmly if you have received a formal notice. Propose swift corrective measures and, if necessary, a settlement agreement.
• Have your clauses audited for compliance (consumer law, GDPR, LCEN). If the matter escalates, contact a lawyer.

Quick SaaS terms compliance checklist

• 100% original text tailored to your product and subscription journeys.
• Key clauses covered (price/indexation, term/termination, SLA/support, IP/data, liability, exit assistance, governing law/jurisdiction).
• Compliant B2C pre-contractual information (L221-5 Consumer Code) and no unfair terms.
• B2B negotiation basis and provision of terms on request (L441-1 Commercial Code).
• GDPR compliance (information, DPA, transfers) according to the CNIL.
• Compliant legal notices (LCEN, art. 6).

Typical structure (customise, do not copy)

• Purpose and definitions
• Service access and account
• Usage licence and restrictions
• Price, billing, non-payment, indexation
• Term, renewal, suspension, termination
• Service quality (SLA), maintenance, support
• Data, security, exit assistance
• Intellectual property
• Liability and warranties
• Force majeure
• Governing law and jurisdiction (jurisdiction clause)

For further detail: the differences between terms of use and terms of sale and essential clauses of a SaaS agreement will help align your contractual documents.

In summary

Do not copy a competitor's terms: it is legally risky (free-riding, potential infringement) and operationally ineffective. Draft original text aligned with your product and compliant with legal requirements. If in doubt, obtain professional review and consult our guides to SaaS terms of sale obligations.