The Differences Between B2B and B2C Contract Personalization

A B2B (business-to-business) contract is made between two businesses. A B2C (business-to-consumer) contract is made between a business and a consumer, meaning a person buying for personal needs.

The difference is legal, not just commercial. In B2B, the parties negotiate freely under general contract law. In B2C, the law protects the consumer: mandatory information, statutory guarantee, a withdrawal right for distance sales, and nullity of clauses that strip consumers of their rights.

It is an agreement between two companies, or between a company and a self-employed professional, to sell goods, supply services or organise a collaboration. In Tunisia, it is governed by the Code of Obligations and Contracts (COC) and, between traders, by the Commercial Code.

It is a contract between a business and a consumer: an in-store or online sale, a subscription, a website's terms and conditions, a service sold to an individual. It is usually a contract of adhesion: the consumer accepts pre-drafted terms without negotiating them.

That is why the law steps in. In Tunisia, the core text is Law No. 92-117 of 7 December 1992 on consumer protection. For online sales, Law No. 2000-83 of 9 August 2000 on electronic exchanges and commerce also applies.

Law No. 92-117 requires products to be safe and not to harm consumers' health or material interests (Article 3). Suppliers must inform consumers of product features, use, expected period of use and expiry date. Consumers are entitled to replacement, refund or repair of non-conforming products, and any clause denying these rights is void (Articles 17 and 18).

Law No. 2000-83 adds rules specific to online sales:

If you process customer data, Organic Law No. 2004-63 of 27 July 2004 on personal data protection also applies.

For sellers who also sell to Europe, two benchmarks help. In B2C, consumers have at least 14 calendar days to withdraw from a distance purchase (French Consumer Code, Articles L221-18 to L221-28). In B2B, the default payment term is 30 days; parties may agree on 60 days from the invoice date or 45 days end of month; late-payment penalties cannot be lower than three times the legal interest rate, and a flat 40 euro recovery fee applies per unpaid invoice (French Commercial Code, Article L441-10).

In B2B, set the payment term, penalties and recovery fee. In B2C, show the total price including taxes, delivery costs and payment methods.

In B2B, a contractual warranty and a limitation of liability can be negotiated. In B2C, the statutory guarantee cannot be excluded by contract.

In B2B, set the term, renewal, notice and termination events. In B2C, state the withdrawal right and its exceptions.

In B2B, choose the governing law, the court or arbitration. In B2C, offer a simple and clear complaints process.

B2B means business-to-business: a contract between two professionals, for example a supplier and its corporate customer. It is freely negotiated under the Code of Obligations and Contracts.

B2C means business-to-consumer: a contract between a business and an individual buying for personal needs. It is governed by consumer protection rules.

10 working days under Article 30 of Law No. 2000-83. The seller refunds within 10 working days of the return. Some goods are excluded, such as customised or perishable products.

A negotiated limitation of liability is in principle possible between businesses, but it remains subject to general contract law. Have the clause reviewed by a lawyer, especially if it covers serious fault or a core obligation.

Yes. As soon as the client buys for personal needs, consumer protection rules apply, even if the seller is self-employed.

Before drafting, identify your customer: business or consumer. In B2B, negotiate and write down the sensitive points; in B2C, comply with information, guarantee and withdrawal rules. E-Tafakna offers contract and terms-and-conditions templates adapted to Tunisian law, as well as electronic signature with TunTrust certificates.