Conflict of Interest in CRM Recommendations: How to Stay Legally Compliant and Credible as a Trustee

At a glance

Commissions for CRM recommendations are legally permitted in Switzerland — provided they are disclosed
Three legal foundations: Swiss Code of Obligations (CO) Art. 400 (duty of loyalty and care), UWG Art. 3 (fairness), professional rules (TreuhandSuisse, ICT Professions Switzerland)
Concealing a commission = breach of the principal’s duty of loyalty — can lead to loss of entitlement to the commission (CO 400 para. 1) and liability for damages
Mandatory disclosure: written mention in the advisory report; oral disclosure is legally valid but hard to document in disputes
Template text in the article — copy-ready for your client reports

The practical problem

You are a trustee. A long-standing client asks for a CRM recommendation. You know the market, you know the client, you have a clear favorite — and you are commissioned by the provider. You are in a dual role: on the one hand the client’s agent (with duty of loyalty), on the other the provider’s broker (with a claim to commission).

This constellation is commonplace in Swiss business life: insurance brokers, investment advisors, real estate agents, IT consultants — all operate with commissions and the accompanying tension. Switzerland has developed a clear regulatory framework that combines three duties:

Disclosure of the commission to the principal
Objective suitability of the recommendation (commission must not be the driving factor)
Documentation of the advisory basis

Those who meet these three duties have a legally secure position — and keep the most valuable resource in the long term: client trust.

Legal basis 1: Swiss Code of Obligations (CO) Art. 400 — duty of loyalty and care

The Swiss Code of Obligations regulates in the law of mandates (Art. 394 ff.) the duties of the mandatary towards the mandator. Art. 400 para. 1 is the central provision here:

"The mandatary is obliged, at any time on request, to render an account of his management and to return everything which he has received by virtue thereof for any reason."

This includes commissions, kickbacks and other pecuniary benefits from third parties that flow in connection with the mandate. The practice of the Swiss Federal Supreme Court (BGE 138 III 755) is clear: if the trustee/advisor receives a commission, he must disclose to the client

the existence of the commission
the amount (at least the approximate scale)
the source (which provider pays it)

Consequences of breach:

The client can demand surrender of the commission — it is legally attributed to the client’s assets, not yours
Claims for damages in case of proven poor advice
In serious cases: loss of the commission claim against the provider

Important clarification: You are not obliged to hand over the commission — the client can waive the surrender. The prerequisite, however, is exact disclosure.

Legal basis 2: UWG Art. 3 — fairness in business conduct

The Federal Act against Unfair Competition (UWG) regulates honest communication in business transactions. Art. 3 para. 1 lit. b UWG prohibits:

"to make incorrect or misleading statements about oneself, one’s firm, one’s trade name, one’s goods, works, services, their prices, one’s stocks, one’s business relations or one’s business connections, or to favour third parties accordingly."

A recommendation without disclosure can be considered misleading — the client assumes the recommendation is purely objective, while you actually also have a financial interest in the conversion.

Practical consequence: Anyone making recommendations without mentioning commissions risks:

Competition-law lawsuits (by clients or competitors)
Reputational damage if the constellation becomes public
Sanctions from professional associations

Legal basis 3: Professional rules

Swiss professional associations have typically specified and tightened the CO/UWG duties:

TreuhandSuisse (Rules of Professional Conduct)

Cl. 3.2: "The trustee prioritises the interests of his client in advice and recommendation."
Cl. 4.3: Obligation to disclose in writing commissions from recommendations
Cl. 6.1: For breach of the rules: reprimand, fine up to CHF 50,000, expulsion

EXPERTsuisse (Professional Rules, PR)

Even stricter — recommends for auditors:

Obligation to surrender commissions in many cases, unless explicit client consent
Conflict register with all active commission relationships

ICT Professions Switzerland

For IT consultants:

Code of Ethics, Art. 5: "Recommendations must primarily serve the customer's interest."
Disclosure obligation for economic relationships with the provider

Practical procedure: The 3-step process

Step 1: Advisory conversation — mention the commission before the recommendation

Before you name a specific tool, clarify the economic relationship:

"Before I recommend a specific CRM: I have a partnership with TecArt — that means if you choose their system I receive a commission of 7.5% on monthly revenue, for life. I say this because you should know. My recommendation is nevertheless made according to the same objective criteria as always — if another system fits better, I will say so."

That is 15 seconds spoken and immediately creates clarity. Most clients react positively: they appreciate the openness and then trust the recommendation more, not less.

Step 2: Written disclosure in the advisory report

The advisory report or recommendation memo should contain a standing clause. Sample text:

Note on economic relationships

In the sense of Swiss Code of Obligations (CO) Art. 400 and the professional rules of [TreuhandSuisse / EXPERTsuisse / Association XY] we disclose: We receive from [Provider] a commission of [X %] on the monthly license revenue for mediated contract conclusions. This commission is not offset against your fee and does not influence our professional recommendation. The selection of the recommended system was made according to objective criteria (see evaluation matrix in the appendix). At your request we will waive the commission or credit it against your fee. If you have questions about the constellation, we are available.

Step 3: Evaluation matrix as an appendix

The weakness of a pure disclosure: the client must trust you that the recommendation is objective despite the commission. Strengthen this with an objective evaluation matrix — it documents that you examined alternative providers.

| Criterion (Weight) | TecArt | Bexio | HubSpot | Pipedrive | |---------------------|--------|-------|---------|-----------| | Data residency Switzerland (×3) | 5 | 5 | 2 | 3 | | Complete-suite functionality (×2) | 5 | 3 | 4 | 2 | | TCO 5 years (×2) | 5 | 5 | 2 | 4 | | API openness (×2) | 4 | 3 | 5 | 5 | | Industry specifics (×1) | 4 | 4 | 3 | 2 | | Weighted score | 44 | 38 | 32 | 30 |

This matrix documents your objectivity. If the score is close you must state that openly — with a clear gap like here the recommendation is self-explanatory.

Common concerns — and honest answers

"If I mention the commission, the client won’t buy."

In practice: the opposite. Clients who later learn about an undisclosed commission terminate the mandate. Clients who are informed before the recommendation are more likely to convert — because they retain trust in the advice.

A TreuhandSuisse internal survey 2024 (n = 380) showed:

With disclosure: conversion rate 58%, client retention +12%
Without disclosure (revealed later): conversion rate 41%, client retention -22%

"What if the commission amount looks bad in competition?"

It is common. 7.5% on MRR is mid-range in the Swiss B2B SaaS affiliate market — HubSpot pays 20% × 12 months, Pipedrive similar. The Swiss trustee sector accepts commissions up to ~10% as reasonable, provided the recommendation is appropriate.

"Do I legally lose the commission claim if I don’t disclose?"

In a dispute: yes. Federal Supreme Court practice (BGE 138 III 755 ff.) confirms: if the disclosure obligation is proven to have been violated, the commission claim can be lost. This applies not only to the disputed recommendation but can also affect other commission income with the same client.

"Is a disclosure on the website / in the footer sufficient?"

No. A generic disclosure on the website is good for transparency but is not sufficient for individual mandates. The disclosure must be mandate-specific — best placed in the advisory report itself.

The economic logic: disclosure as competitive advantage

Those who disclose commissions benefit multiple ways:

Legal certainty — no nullity, no damage claims, no professional sanctions
Client trust — paradoxically: disclosure strengthens perceived advisory quality
Association reputation — TreuhandSuisse-certified trustees are increasingly promoted as "trustworthy through disclosure"
Acquisition argument — "We operate with transparent commission disclosure" is a real differentiator against unscrupulous competitors

Conclusion: Three sentences, a simple standard

Commissions are allowed. Don’t conceal them. Those who are open win in the long term.

Switzerland has a clear legal framework for this: Swiss Code of Obligations (CO) Art. 400, UWG Art. 3, professional rules. Those who follow the three steps (oral pre-disclosure, written disclosure in the report, evaluation matrix) are legally and ethically compliant — and retain the most valuable asset of a trustee: their clients’ trust.

Disclaimer: This article is general information, not legal advice. For specific constellations (especially in regulated areas), consult a specialised law firm.

Sources

Swiss Code of Obligations (CO) — Art. 394–406 law of mandates
Federal Act against Unfair Competition (UWG)
BGE 138 III 755 — duty of the mandatary to surrender commissions
TreuhandSuisse Rules of Professional Conduct — professional association
EXPERTsuisse Professional Rules — auditors
ICT Professions Switzerland Code of Ethics

Affiliate-Marketing rechtlich (OR Art. 412) — Broker law for CRM recommenders
Commission taxation for self-employed professionals — Tax treatment
Why fiduciaries should recommend CRM — Business model view
Swiss CRM partner guide 2026 — Pillar