General terms and conditions (T&C) in contract formation

In current business activities, the establishment and application of general terms and conditions (“T&C”) have become increasingly common, particularly for enterprises providing goods or services to a large number of customers. T&C help enterprises standardize contractual provisions, reduce negotiation costs, and ensure consistency in contract management. However, since they are unilaterally drafted and applied on a broad scale, such terms potentially pose risks of disadvantaging consumers or creating an imbalance of rights and obligations between the parties. Therefore, civil law and consumer protection law have established specific regulations to govern the application of T&C, aiming both to safeguard the freedom of business operations and to protect the legitimate rights and interests of the disadvantaged party in the transaction.  

1. Definition of general terms and conditions (T&C)

According to Article 406 of the Civil Code 2015, “General terms and conditions are the standardized terms announced by one party for general application to the other party to whom an offer is made; if the offeree accepts to enter into the contract, such acceptance shall be deemed as acceptance of these terms.”  

Accordingly, a set of provisions in a company’s sales policy or service provision policy shall be considered T&C when it satisfies the following four (04) elements: 

1. Stability: The terms are pre-drafted and not subject to change for each specific transaction. 
2. Unilaterally drafted and announced by one party: These terms are drafted and announced by one party to the transaction (usually the seller of goods or the service provider), while the other party (customer or counterparty) only has the right to accept or reject them. 
3. General application: These terms are generally applied to multiple customers/counterparties and are not individualized for each contract. 
4. Binding effect: Once the offeree agrees to enter into the contract (even without signing the T&C separately), such party shall be deemed to have accepted all of these terms. 

2. Conditions for validity of general terms and conditions (T&C)

2.1. Disclosure and publication requirements: 

For the T&C to be valid, the enterprise must make them publicly available so that customers are aware of, or ought to be aware of, such T&C.⁶ Accordingly: 

2.1.1. In the case of products, goods, and services included in the list of products, goods, and services subject to registration under Circular 42/2025/TT-BCT (including: provision of residential electricity, provision of residential water, pay television services, terrestrial mobile telecommunications services (voice services, messaging services, Internet access services), terrestrial fixed telecommunications services (voice services, Internet access services), passenger air transport, passenger railway transport, and sale of condominium apartments): 

1. The enterprise is required to register the T&C with the Department of Industry and Trade. 
2. Upon completion of the registration procedure, information regarding the enterprise and the registered T&C shall be publicly announced and stored on the electronic portal of the Department of Industry and Trade.  
3. The enterprise shall be responsible for publicly announcing the completion of the registration and the registered T&C by way of posting them at a visible location at its head office and business locations, and publishing them on its electronic portal and application software (if any), throughout the period during which the registered T&C are applied.⁷  

2.1.2. In the case of products, goods, and services not included in the list of products, goods, and services subject to registration under Circular 42/2025/TT-BCT: the enterprise is not required to register the T&C with a competent state authority but shall still be responsible for publicly announcing them such as posting at a visible location at its head office and business locations, and publishing them on its electronic portal and application software (if any), throughout the period during which the T&C are applied. 

In practice, the common method of publicizing T&C currently applied to ensure that consumers are aware of, or ought to be aware of, such T&C is to publish them on the enterprise’s website or application. Before registering to purchase goods or services, customers are required to read the T&C and tick “I have read and accepted.” with a minimum reading time depending on the length of the T&C.  

2.2. Content requirements: 

According to the law, T&C must ensure equality between the parties. In cases where the T&C provide for an exemption of liability for the enterprise, an increase of liability for the consumer, or the exclusion of the consumer’s legitimate rights and interests, such provisions shall be invalid, unless otherwise agreed by the parties.⁸ Specifically, the T&C shall not contain provisions such as the following:⁹ 

1. Restricting or excluding the statutory liabilities of business organizations or individuals towards consumers, except where such liabilities are permitted by relevant laws to be restricted or excluded; 
2. Restricting or excluding the consumer’s right to file complaints or initiate legal actions; 
3. Allowing business organizations or individuals to unilaterally change the terms of a contract already concluded with consumers; 
4. Allowing business organizations or individuals to unilaterally amend the T&C without providing consumers with the right to terminate the contract; 
5. Allowing business organizations or individuals to unilaterally determine that consumers have failed to perform one or more obligations; 
6. Allowing business organizations or individuals to stipulate or change the price at the time of delivery of products, goods, or provision of services, except where otherwise provided by law; 
7. Allowing business organizations or individuals to change the price during the course of continuous service provision without granting consumers the right to terminate the contract; 
8. Allowing business organizations or individuals to interpret the contract or the T&C where the provisions of the contract or the T&C are subject to different interpretations; 
9. Excluding the liability of business organizations or individuals in cases where they sell products, goods, or provide services through third parties; 
10. Requiring consumers to perform their obligations even where business organizations or individuals have failed to perform their own obligations; 
11. Allowing business organizations or individuals to assign their obligations to third parties without obtaining the consumer’s consent, except where otherwise provided by law; 
12. Stipulating sanctions that are more disadvantageous to consumers in cases of breach or termination of the contract; 
13. Allowing business organizations or individuals to extend a contract already agreed with consumers without imposing a prior notice obligation or without providing a mechanism for consumers to choose between extension and termination of the contract; 
14. Stipulating that consumers must consent to the collection, storage, and use of their personal information by business organizations or individuals as a condition for entering into the contract or the T&C, except where otherwise provided by law; 
15. Stipulating provisions contrary to the principle of good faith under civil law, resulting in an imbalance of the parties’ rights and obligations to the detriment of consumers. 

2.3. Formal requirements: 

According to Article 23 of the Law on Consumer Protection 2023 and Article 6 of Decree No. 55/2024/NĐ-CP, the T&C must satisfy the following requirements: 

1. Form of the T&C shall comply with the provisions of civil law and other relevant laws. Accordingly, in ordinary cases, the T&C may be expressed orally, in writing, or through specific conduct.¹⁰ However, in order to satisfy the requirement of public disclosure, the T&C are generally expressed in writing. 
2. Language: The language used in the T&C shall be Vietnamese. The parties may agree to use, in addition, another ethnic language of Vietnam or a foreign language. In the event of any discrepancy between the Vietnamese version and the version in another ethnic language of Vietnam or a foreign language, the version more favorable to consumers shall prevail. 
3. Format requirements: The T&C must be presented clearly and comprehensibly. In the case of written paper contracts, the minimum font size shall be 12 in Times New Roman or an equivalent typeface; the text color and background color must be contrasting; and the layout and design of the document must be clear and easy to follow. 

3. Conclusion 

In summary, General Terms and Conditions (T&C) are an important legal instrument that enables enterprises to establish a unified contractual framework applicable to multiple customers and counterparties. However, for such terms to be valid and legally recognized, they must concurrently satisfy the requirements on disclosure, content, and form as provided under the Civil Code 2015, the Law on Consumer Protection 2023, and their implementing regulations. Compliance with these requirements not only ensures the legal validity of the T&C but also contributes to enhancing credibility, transparency, and sustainability in the relationship between enterprises and their customers. 

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^{(6) Article 406.2 of the Civil Code 2015.}

^{(7) Article 7 and Article 12 of Decree No. 55/2024/NĐ-CP.}

^{(8) Article 406.3 of the Civil Code 2015.} 

^{(9) Article 25 of the Law on Consumer Protection 2023.}

^{(10) Article 119 of the Civil Code 2015.} 

Date written: 20/09/2025

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