# BGH ruling: Reference to GTC available online invalid

> Many companies refer in contracts to the fact that the General Terms and Conditions can be accessed on the internet.

Source: https://www.mtrlegal.com/en/bgh-ruling-reference-to-gtc-available-online-invalid/ · Language: en · Updated: 2026-07-27

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## Federal Court of Justice ruling of 10/07/2025 – Ref. III ZR 59/24

\r\nMany companies refer in contracts to the fact that the General Terms and Conditions can be accessed on the internet. General Terms and Conditions are understood to mean pre-formulated contractual terms that apply to a large number of contracts – these are referred to as General Terms and Conditions (GTC). The definition of GTC includes that they are standardized legal texts that govern the scope of application, the content, and the individual provisions, in particular GTC clauses and contractual clauses, for a multitude of cases. The difference from individually negotiated contractual terms is that GTC are pre-formulated unilaterally by the user – i.e., the company – and presented to the contracting party for approval. Such a reference may not be sufficient. In its judgment of 10 July 2025 (Ref. III ZR 59/24), the Federal Court of Justice held that the GTC are not effectively incorporated into a printed contract by such a clause. According to the BGH, such a clause is invalid and violates the transparency requirement.\r\n

### Statutory bases for the incorporation of GTC under § 305 BGB

\r\nThe statutory rules on the incorporation of GTC, in particular the requirements for the contracting party’s consent and the role of the user, are set out in § 305 BGB, which lays down the legal foundations for the use of GTC in the German Civil Code (BGB). The former AGB Act was replaced by the German Civil Code, which now contains the relevant provisions. The reason for these statutory rules is to protect the contracting party from surprising or disadvantageous clauses and to ensure transparency in a large number of contracts. There is no general obligation to use GTC; however, using GTC is sensible in order to minimize legal risks, especially where there is a large number of contracts and a large number of business transactions.\r\n\r\nUnder the transparency requirement of § 307(1) sentence 2 BGB, contractual terms must be formulated so that they are clear and understandable for the contracting party. According to the commercial law firm MTR Legal Rechtsanwälte, which advises, among other things, on commercial law and contract law, the BGH considered these requirements not to be met in the case of printed contracts by a mere reference to GTC available online. For the legally secure incorporation of GTC, it is therefore important to clearly define the scope of application and the content of the legal texts and to ensure the contracting party’s consent to the respective clauses.\r\n

## **A reference to GTC available online is not sufficient**

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### Facts: telecommunications contract via unaddressed mailshot

\r\nIn the underlying case, a telecommunications company advertised a DSL tariff by means of an unaddressed mailshot. The advertising comprised three pages and contained a cover letter, an application form, and another page with a contract summary and cancellation instruction. The paper application form also contained the wording that the “General Terms and Conditions apply” and a reference to the internet address where the GTC can be accessed. Further details as to which specific version or which point in time should be authoritative for the GTC were missing. The Thuringia consumer center brought an action for an injunction against the use of GTC by mere link reference.\r\n

## Significance of the judgment for online trade and contract conclusions

\r\nEspecially in online trade, the legally secure integration of the GTC on the website, and in particular on the order page, is crucial for the conclusion of the contract. Online shops and web shops must adapt their GTC to the respective business model and the specific business activity in order to meet legal requirements. The ordering, sale, and purchase contract process includes selecting the goods, stating the prices including shipping costs, processing payment, delivery, as well as retention of title until full payment. The GTC should also clearly regulate liability, the right of withdrawal, and the procedure for a withdrawal. Businesses must safeguard the rights of the consumer as a person and observe data protection requirements by providing an up-to-date privacy policy on the website. The conclusion and the conclusion of the contract are only effective if the GTC are properly incorporated. It is important to always ensure that the GTC are up to date and to state this transparently. For legally secure drafting, templates and detailed articles can be used as a basis for one’s own GTC.\r\n\r\nThe Higher Regional Court of Düsseldorf upheld the action by judgment of 25 April 2024 (Ref. I-20 UKI 1/24). The defendants’ appeal on points of law was unsuccessful before the BGH.\r\n

## Legally compliant communication by email in online trade

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### Mandatory information on email accessibility in the legal notice

\r\nIn modern online trade, communication by email is a central component of business processing and the use of general terms and conditions (GTC). For companies that operate an online shop, it is essential to provide an easily reachable email address. This should be clearly and easily findable on the website, in particular in the legal notice and in the GTC. This ensures that all customer inquiries, complaints, or communications in connection with the purchase or the contract conclusions can be processed quickly and reliably.\r\n

### Provisions on electronic communication in the GTC

\r\nThe rules governing email communication can and should also be set out in the company’s General Terms and Conditions (GTC). For example, it can be defined that all notices within the contractual relationship must be made either in writing or by email. It is important that the company’s email address is always up to date and that incoming messages are answered promptly. Such provisions create transparency and strengthen the contracting parties’ trust in the online shop.\r\n

### Documentation and record-keeping obligations under the German Civil Code (BGB)

\r\nFrom a legal perspective, electronic communication in the context of contracts and business terms is subject to the provisions of the German Civil Code (BGB), in particular Sections 305 et seq. BGB. These provisions require that electronic messages are readable and storable in order to ensure legal certainty for both parties to the contract. Companies should therefore ensure that all emails sent or received in the course of online commerce comply with legal requirements and are properly documented.\r\n\r\nIn addition, it is advisable to define clear deadlines in the GTC for responding to email inquiries and to regulate the processes of electronic communication transparently. In this way, misunderstandings can be avoided and customer satisfaction increased. Compliance with these requirements makes a significant contribution to legal certainty and protects both the company and consumers in the context of online commerce.\r\n\r\nOverall, the professional and legally compliant design of email communication is an important building block for the success of an online shop and for the effective incorporation of General Terms and Conditions (GTC) into contractual relationships. Companies should therefore regularly review their processes and adapt them to current legal requirements in order to avoid warning letters and legal risks.\r\n

## Violation of the transparency requirement under Section 307 BGB

\r\nThe BGH affirmed the decision of the Higher Regional Court that a clause contained in a paper contract which refers in a non-specific manner to GTC available on the internet is invalid. Such a “dynamic reference” does not satisfy the requirements of transparency and foreseeability of the contracting partner’s rights and obligations. The action for injunctive relief was therefore admissible and well-founded.\r\n\r\nUnlike the Düsseldorf Higher Regional Court, the BGH did not base its reasoning on the media discontinuity—i.e., the change from the printed form to the website—which, in the Higher Regional Court’s view, unnecessarily makes it more difficult to take note of the GTC. Instead, the BGH referred to the transparency requirement of Section 307 (1) sentence 2 BGB. Accordingly, contractual terms must be formulated and presented in such a way that the average contracting party can readily identify its rights and obligations. A mere link or reference in a paper document creates uncertainty for the consumer as to which version of the GTC applies, how long it is available online, and whether changes were made to the GTC between dispatch of the paper document and retrieval online.\r\n

## Which contractual terms apply if the GTC are invalid?

\r\nIt is not apparent whether this is intended to incorporate into the contract only the GTC deposited at the time the contract is concluded, or also any changes that might occur in the future. This would give the defendant the possibility of incorporating changes to its contractual terms into existing contracts merely by posting them on the internet. For the consumer, it is not clear which version of the contractual terms applies at what time. The clause therefore violates the transparency requirement and is therefore invalid, according to the BGH.\r\n

## Implications of the BGH ruling for companies and contracting practice

\r\nThe ruling by the highest court is of great significance for companies. If printed contract documents refer in general terms to GTC available on the internet, the clause may be invalid. To avoid this, the GTC can be printed and enclosed in paper form with the contract documents. Alternatively, the date or version of the applicable GTC can be stated clearly and unambiguously. Without such specification, the GTC are not effectively incorporated into the contract, so that the statutory provisions apply instead. Companies should therefore promptly review their contracting practice and, if necessary, adjust it.\r\n\r\nMTR Legal Rechtsanwälte provides comprehensive advice on contract law and other topics of [commercial law](https://www.mtrlegal.com/cities/muenster/wirtschaftsrecht/).\r\n\r\nFeel free to [contact](https://www.mtrlegal.com/en/contact/) us!"