CASUS is a Swiss legal AI platform that automatically reviews framework agreements for risks, missing clauses, and deviations from your internal standard. The Risk & Quality Review identifies findings by severity and assigns them to the relevant contract parties. Data stays in Switzerland or the EU - no transfer to the US, no human review, zero data retention.
Why framework agreements deserve extra scrutiny
Framework agreements govern business relationships that can span years: supply conditions, liability limits, price adjustment mechanisms, termination rights. A single imprecise paragraph can carry material financial or legal consequences across hundreds of individual call-offs.
In practice, framework agreements are often reviewed less rigorously than one-off contracts. The reasoning goes that they are familiar documents, already in use. That familiarity is exactly what makes them risky.
With CASUS, the Risk Review of a framework agreement takes 1 to 3 minutes and returns around 20 findings on average, prioritised by severity. Benchmark additionally compares the agreement against the internal standard and shows deviations, for example in liability, data protection and notice periods, together with a percentage match score.
AI-assisted contract review brings consistency, traceability, and structured documentation of review results. It does not replace the lawyer’s legal judgment.
What makes a framework agreement different from other contract types?
A framework agreement sets the baseline terms for many future individual transactions without itself constituting those transactions. It is not a purchase agreement in the sense of Art. 184 of the Swiss Code of Obligations (OR) and not a service contract in the conventional sense. It is a set of rules that activates on demand.
Whether a framework agreement creates a binding obligation to conclude individual contracts or merely serves as an organisational framework without a duty to contract is not definitively codified under Swiss law. The question is governed by the general interpretation principles of the OR, in particular Art. 1 and 2 OR (mutual expression of intent and agreement on the essential terms) and Art. 18 OR (interpretation according to the actual intent of the parties). According to the Swiss Federal Supreme Court, a preliminary agreement that already contains all essential elements of the main contract can be enforced directly (BGE 118 II 32); a party that wants to make further, objectively non-essential points a condition of being bound must make this clearly recognisable. The boundary between a binding framework agreement and a non-binding letter of intent is a frequent source of dispute in practice.
The practical implication for the review: it is not enough to evaluate individual clauses in isolation. Reviewing a framework agreement means understanding how the contract structure works as a whole - for example, how a liability clause interacts with a price adjustment rule when a specific order is triggered.
Swiss legal framework: what is always on the table
Liability and Art. 100 OR
Liability exclusions and caps in framework agreements are constrained under Swiss law by Art. 100 OR: any contractual exclusion of liability for intentional or grossly negligent conduct is void. In practice, a liability cap that excludes “all liability” without this carve-out is legally vulnerable - even if it was negotiated and accepted. In-house teams at Zurich-based technology companies regularly see German counterparties submit their own framework agreements containing a blanket exclusion of consequential damages, a clause that requires a specific validity assessment under Art. 100 OR before it can be relied upon.
Termination and Art. 404 OR: an often overlooked trap
Framework agreements that include elements of a mandate - where one party continuously performs services using independent judgment - may fall under the mandatory agency provisions of Art. 394 ff. OR. Art. 404(1) OR grants both parties the right to terminate at any time, and this right can be neither excluded nor restricted by contract; termination at an inopportune time only gives rise to damages (Art. 404(2) OR). This is a classic trap in Swiss service framework agreements: the parties agree on a 12-month notice period, the court characterises the contract as an agency agreement, and the notice period turns out to be unenforceable. The Federal Supreme Court confirmed the mandatory nature of this right in BGE 115 II 464. Anyone reviewing an IT services framework agreement or a works framework agreement should address this characterisation question explicitly - it determines which termination regime applies.
Data protection: Art. 8 and Art. 9 revDSG (in force since 1 September 2023)
The revised Swiss Federal Act on Data Protection (revDSG / FADP) has been in force since 1 September 2023. For framework agreements whose performance involves the processing of personal data, this has direct consequences.
Art. 8 FADP requires controllers and processors to ensure, through appropriate technical and organisational measures, a level of data security appropriate to the risk. Art. 9 FADP sets out the conditions for assigning data processing to a processor: the assignment may be made by contract or by law, provided the data is processed only in the way the controller itself would be permitted to, no statutory or contractual duty of confidentiality prohibits it, and the controller has satisfied itself that the processor is able to guarantee data security. The processor may engage a sub-processor only with the prior authorisation of the controller. The FADP does not prescribe written form, but a written data processing agreement (DPA) is strongly advisable for evidentiary purposes.
In practice, many framework agreements contain a generic confidentiality clause but no explicit DPA annex that meets the requirements of Art. 9 revDSG. This is more than a formal weakness: anyone who intentionally assigns data processing to a processor without meeting the requirements of Art. 9(1) and (2) FADP can, upon complaint, be fined up to CHF 250,000 (Art. 61(b) FADP). The fine is generally imposed on the responsible individual; the company itself can only be fined up to CHF 50,000 in the exceptional case of Art. 64 FADP.
Where the processing falls within the territorial scope of the GDPR (Art. 3 GDPR), for example because a party is established in the EU, Art. 28 GDPR applies additionally; it sets minimum content requirements for data processing agreements and requires them to be in writing, including in electronic form (Art. 28(9) GDPR). Swiss companies with EU nexus must satisfy both regimes simultaneously.
Practical note: The CASUS Benchmark workflow can be run against a DPA playbook. If a DPA annex is missing from the framework agreement or is incomplete, the deviation is flagged as a gap with a concrete recommendation.
EU AI Act: relevance for AI-assisted contract review
For Swiss companies with EU nexus, the EU AI Act (Regulation (EU) 2024/1689) is increasingly relevant. It entered into force on 1 August 2024; following the Digital Omnibus on AI, the obligations for high-risk systems under Annex III apply from 2 December 2027. Annex III point 8 covers AI systems intended to be used by or on behalf of judicial authorities to research and interpret facts and the law and to apply the law to concrete facts. AI tools that companies and law firms use to review contracts are not listed there.
CASUS is designed so that the legal judgment remains with the lawyer: the platform provides structured analysis and drafting options but does not make autonomous legal decisions. Contract review tools such as CASUS are therefore not among the high-risk use cases listed in Annex III. Swiss in-house teams evaluating AI tools in their procurement processes should address this distinction explicitly when speaking with vendors.
5 clause problems AI reliably spots in a framework agreement
1. Missing or incomplete liability clauses
Liability without a cap is a classic red flag in framework agreements because it creates an unlimited economic risk. Conversely, any cap or exclusion must respect Art. 100 OR: an advance exclusion of liability for intent or gross negligence is void. AI does not just detect the absence of a liability limit; it also flags incomplete drafting, for instance where an exclusion covers direct loss but says nothing about consequential damage, or where the cap applies to one party only.
The CASUS Risk & Quality Review prioritises findings by severity (low / medium / high) and provides concrete drafting options for each issue, which can be applied directly in Word without copy-paste.
2. Gaps in data protection and confidentiality
Framework agreements often include a confidentiality clause but no DPA annex, no deletion obligation, and no instruction-binding clause for the processor. Under Art. 9 revDSG (in force since 1 September 2023), this is a genuine compliance gap, not a formal technicality.
The Benchmark workflow checks the document against a defined standard - an internal DPA playbook, for example - and flags missing data protection topics as gaps. The match is shown as a percentage score, making it immediately clear how far the contract deviates from the required standard.
3. Unclear or missing termination provisions
Many framework agreements include a term clause but no clear rule on extraordinary termination or on what happens to open call-offs if the agreement ends. The Art. 404 OR characterisation question adds another layer: if a court classifies the agreement as an agency contract, contractual notice periods and exclusions of the right to terminate are unenforceable regardless of their length or what the contract says.
AI detects when termination notice periods are contradictory, when a right to terminate for cause is absent, or when the clause is present but drafted one-sidedly in favour of one party. The AI Chat can be asked directly how termination is handled in the document - the answer links to the relevant passage, so it is easy to jump straight to the source text.
4. Price adjustment clauses without clear mechanisms
“Prices may be adjusted annually” - this kind of clause is common in framework agreements and says nothing about which index applies, within what period the adjustment must be announced, or whether the counterparty has a right to object. That is a typical negotiation risk that AI flags reliably.
CASUS AI Chat evaluates exactly what price adjustment logic applies based on the contract text. Agent Mode can then insert a more precise clause directly into the document at the right place, with correct numbering and formatting.
5. Inconsistent definitions and cross-references
In long framework agreements - especially those amended over the years - inconsistencies accumulate. A term is defined in clause 2.1 but spelt differently in clause 8.4. A cross-reference points to a section that no longer exists.
The Proofread module checks exactly these formal consistency issues: definitions, cross-references, annexes, placeholders, and contradictions. It is not a substitute for a legal assessment, but it is a reliable final check before the document goes out.
Two Swiss practitioner pitfalls that rarely appear in checklists
Pitfall 1: Standard framework agreements from German suppliers
A recurring situation for Swiss in-house teams: a German supplier submits its own framework agreement, built on standard German general terms and conditions (AGB) templates, containing a blanket exclusion of consequential damages and an automatic renewal clause with a 12-month notice period. The document arrives as “our standard contract that all customers sign.”
The problem is not just that individual clauses are unfavourable. The underlying issue is that the governing law, jurisdiction, and liability regime are often not addressed at all. Without a choice of law, Art. 117 of the Swiss Private International Law Act (PILA) generally points to the law at the seat of the party providing the characteristic performance, i.e. the German supplier; the individual sales call-offs are also governed by the UN Convention on Contracts for the International Sale of Goods (CISG) unless it is excluded. For the Swiss in-house team, this means: before any clause-level negotiation, the first question is which law governs. Only if Swiss law applies does Art. 100 OR decide whether the German consequential damage exclusion holds.
The CASUS Benchmark workflow is particularly useful here: it compares the third-party document systematically against the internal playbook and makes deviations visible - not as a generic risk list, but with concrete recommendations per gap.
Pitfall 2: IT service framework agreements and the SLA-liability interface
In IT services framework agreements, the interface between service level agreements (SLA) and the contractual liability clause is a recurring structural problem. The typical pattern: the SLA defines 99.5% availability and provides for service credits if the threshold is missed. The liability clause caps total liability at one year’s contract value. What is missing: an explicit provision stating whether service credits constitute the exclusive remedy or whether damages claims may be pursued in addition.
This is not an abstract question. When an outage brings a customer’s production to a halt for 48 hours, precisely this interface clause determines whether the provider walks away with service credits or faces a claim for lost profits - up to the liability cap or beyond it, if Art. 100 OR applies to a particular exclusion. AI can identify and flag this interface. The legal assessment of whether a claim exists in the specific case remains with the lawyer.
Which CASUS workflow to use when: a decision guide
The matrix below shows which workflow suits which framework agreement type and starting situation.
Starting situation | Contract type | Recommended workflow |
|---|---|---|
First review of a new framework agreement | All types | Risk & Quality Review |
Counterparty has submitted its own framework | Supply, IT services | Benchmark (against internal playbook) |
Data protection compliance check | All types involving data processing | Benchmark (against DPA standard) + AI Chat for revDSG questions |
Parallel analysis of many agreements | Portfolio review, due diligence | AI Data Room |
Legal characterisation of a specific clause | All types | Legal Research (over 1 million decisions and more than 21,000 laws for Switzerland, over 620,000 legal documents for Germany and over 1.58 million legal documents for Austria) |
Quality control before sending | All types | Proofread |
Clause adjustment directly in the document | All types | AI Chat Agent Mode |
Supply framework agreement (close to Art. 184 OR): Common problems include price adjustment clauses without index, missing quality standards, and unclear purchase obligations. Risk & Quality Review as the entry point, then Benchmark against an internal supplier playbook.
IT services framework agreement (close to Art. 394 OR): Art. 404 OR characterisation question (termination), SLA-liability interface, data protection (Art. 9 revDSG). Risk & Quality Review plus Legal Research for the characterisation question.
Works framework agreement (close to Art. 363 OR): Acceptance rules, warranty rights, liability for consequential defect damage. Risk & Quality Review, then targeted AI Chat to clarify acceptance clauses.
How AI concretely supports framework agreement review
AI-assisted review is not a one-size-fits-all process. Different workflows make sense depending on the situation.
When reviewing a new framework agreement for the first time, the natural starting point is the Risk & Quality Review. The output is a structured list of findings with severity ratings and drafting suggestions - a solid basis for negotiation.
When the goal is to enforce an internal standard - for example, when a supplier has submitted their own framework agreement - the Benchmark workflow is the right tool. It compares the third-party document against an internal playbook and makes deviations systematically visible. Our guide to AI contract benchmarking explains how to build that playbook, measure deviations, and enforce standards consistently.
When a dozen or more framework agreements need to be analysed in parallel - during due diligence or a supplier audit - the AI Data Room handles that. It extracts defined fields from all documents into a tabular overview: contract duration, liability caps, notice periods, governing law, and more.
When the legal classification of a specific clause is unclear, the Legal Research mode provides source-based assessments drawing on over 1 million decisions and more than 21,000 laws for Switzerland, over 620,000 legal documents for Germany and over 1.58 million legal documents for Austria.
For Swiss law, CASUS also searches open-access commentary from Onlinekommentar and company information from ZEFIX, the Swiss Central Business Name Index. View the current source overview.
CASUS runs directly in Microsoft Word or as a web app. All data is hosted in Switzerland or the EU - no transfer to the US, no human review, zero data retention.
Legal teams that review framework agreements regularly and need structured, traceable results can try CASUS free at app.getcasus.com/signup.
FAQ
What is a framework agreement and why does it need careful review?
A framework agreement sets the baseline terms for many future individual transactions. Because it typically applies over years and across many call-offs, errors or gaps have long-term consequences. Beyond clause quality, the legal characterisation of the agreement - purchase, services, agency, works - determines which termination and liability regime governs. This threshold question is frequently left unaddressed during review.
Which clauses are most commonly problematic in Swiss framework agreements?
Common weak points include liability clauses without a cap (or without the mandatory carve-out required by Art. 100 OR), vague price adjustment mechanisms without index reference, missing data processing arrangements under Art. 9 revDSG, one-sided termination rights, and the unresolved interface between SLA service credits and contractual damages claims.
How does AI review a framework agreement in practice?
CASUS analyses the contract text in a structured way: it identifies the parties, classifies clauses by topic, compares them against a defined standard, and prioritises deviations by severity. Results are presented as structured findings with concrete improvement suggestions. In Legal Research mode, findings can be supplemented with source-based case law drawn from over 1 million decisions and more than 21,000 laws for Switzerland, over 620,000 legal documents for Germany and over 1.58 million legal documents for Austria.
What does Art. 404 OR mean for framework agreements in practice?
Art. 404 OR gives both parties to an agency contract the right to terminate at any time - a right that, according to the Federal Supreme Court, can be neither excluded nor restricted by contract (BGE 115 II 464). If a court characterises a service framework agreement as an agency agreement under Art. 394 OR, contractual notice periods (such as 12 months) are unenforceable regardless of their length; termination at an inopportune time only triggers liability for damages (Art. 404(2) OR). For works framework agreements, Art. 377 OR is not an equivalent: only the customer may withdraw, only while the work is unfinished, and only against payment for work already done and full indemnification of the contractor. The characterisation question should be explicitly addressed in every service or works framework agreement.
What does Art. 9 revDSG require for framework agreements involving data processing?
Art. 9 FADP (in force since 1 September 2023) permits assigning data processing to a processor by contract or by law, provided the data is processed only as the controller itself would be permitted to and the controller has satisfied itself that the processor can guarantee data security. The FADP does not prescribe written form, but a written agreement is strongly advisable. In practice, a framework agreement whose performance involves personal data should therefore include a DPA annex covering instruction-binding, data security measures, and deletion obligations. A missing or incomplete arrangement is a compliance gap: anyone who intentionally assigns processing without meeting Art. 9(1) and (2) FADP can, upon complaint, be fined up to CHF 250,000 (Art. 61(b) FADP).
Can AI replace a lawyer when reviewing a framework agreement?
No. AI supports the review through fast, consistent analysis and structured outputs. Legal assessment - particularly the characterisation question, the Art. 100 OR analysis, and the negotiation strategy - remains the lawyer’s responsibility.
How secure are contract documents when using AI tools?
This depends heavily on the provider. CASUS hosts all data in Switzerland or the EU, does not transfer data to the US, operates without human review, and applies zero data retention. Details are available on the CASUS security page.
What is the difference between Risk Review and Benchmark for framework agreements?
The Risk & Quality Review analyses the contract for risks and weaknesses from a specific party’s perspective, without any reference document. The Benchmark compares the contract against an internal standard or best-practice playbook and shows which clauses are missing or deviating. The Risk Review is the right entry point for an unfamiliar third-party document; the Benchmark is most valuable when the goal is to enforce an internal standard.
Is AI also suitable for analysing many framework agreements at once?
Yes. The CASUS AI Data Room supports parallel upload and structured extraction from large document sets - for example, contract duration, liability caps, notice periods, and governing law as a table. This is well suited for due diligence processes, supplier audits, or reviewing an existing contract portfolio.
Does AI review work directly inside Microsoft Word?
CASUS runs as a Word add-in, so the review takes place within the familiar working document. Improvement suggestions can be applied directly without copy-paste, correctly formatted and placed at the right position in the document.
