target-revenue/history/260729-TRSL-Jurisdiction-StandardTerms.md

TRSL Jurisdiction Research: Standard-Terms Clarity Constraints

Document status: Research artifact, Stage 0 (workplans/TREV-WP-0001-license-prior-art-research.md T05) Not legal advice. Deepens history/260728-InitialExploration.md §10; verify all citations with counsel before drafting.

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1. German law (deepened)

§31 UrhG — Grant of rights of use

Confirmed (gesetze-im-internet.de, fetched 2026-07-29): a rights grant may be non-exclusive or exclusive, and may be "limited in respect of place, time or content." This directly supports TRSL's Phase structure (a time- and content-scoped grant that automatically changes in character at the Conversion Event) as a recognized shape of rights-grant under German copyright law — no structural incompatibility found.

§307 BGB — Standard Business Terms (AGB) content control

Not retrievable verbatim via automated fetch this session (the English translation page available did not include this section); the following is drawn from established secondary legal sources (Noerr, legalexo.de — search-confirmed 2026-07-29, not primary-text-confirmed) and must be verified against primary text by counsel before drafting:

Standard terms that deviate from statutory law and create an unreasonable disadvantage to the other party are invalid. Critically, unclear or non-transparent clauses are per se ineffective ("Transparenzgebot") — a term can fail §307 purely for being unclear to an average contracting party, without needing to show substantive unfair disadvantage as well.

Direct implication for TRSL: every term that functions as a triggering condition for a legal effect — "commercial use," "Development Credit," "Outstanding Target," "Conversion Event," "settled payment" — must have an objective, checkable definition in the license text itself or an incorporated document, not left to the licensor's implicit understanding. This is a higher bar than ordinary contract drafting care; under Transparenzgebot, ambiguity alone (regardless of fairness) can void a clause.

Scope note (important, not previously flagged): German AGB law (§§305–310 BGB) governs standard terms in both consumer and business-to-business (B2B) contracts — §310(1) BGB relaxes some protections for merchants/businesses but does not exempt B2B contracts from §307's core control. Since TRSL's commercial entitlement is fundamentally a B2B transaction in the common case, this exposure is not avoided merely by TRSL being commercial rather than consumer-facing software.

§32 UrhG — Equitable remuneration

Confirmed (gesetze-im-internet.de, fetched 2026-07-29): absent explicit contractual remuneration terms, "equitable remuneration is deemed to have been agreed," judged against "what is customary and fair in business relations... duration, frequency, extent and time of use," and an author may compel modification of a proven-inequitable agreement. This is chiefly relevant to contributor compensation (history/260729-TRSL-ContributorRights-Research.md), not to the commercial-entitlement pricing paid by TRSL's commercial users — but any employee/contractor arrangement behind a Phase's own development work should account for it.

2. EU-level constraint (scoping correction to prior research)

Council Directive 93/13/EEC ("Unfair Contract Terms Directive") requires that consumer contract terms be drafted in "plain, intelligible language," with any ambiguity interpreted in the consumer's favor (confirmed via EUR-Lex summary, searched 2026-07-29).

Important scope correction: unlike German AGB law, the EU Unfair Contract Terms Directive applies only to consumer contracts (business-to-consumer), not B2B. Since TRSL's primary commercial audience is expected to be businesses purchasing commercial entitlements, 93/13/EEC's direct applicability is narrower than Germany's own domestic AGB regime — it would matter chiefly for the edge case already flagged in working default Q2 (a sole proprietor or individual who counts as a "consumer" under applicable law using the software commercially). This is exactly the kind of edge case Q2 already marks as unresolved; this research does not resolve it further but confirms it is not a theoretical concern — it is a live EU consumer-protection trigger if TRSL is ever used by an individual consumer for anything a court would characterize as commercial.

3. US law (comparison point, high-level only — not researched to the same depth as German law in this pass)

US contract law's closest analog is the unconscionability doctrine (UCC §2-302 and its common-law equivalents), which is a substantially higher bar than Transparenzgebot — US courts generally require both procedural unfairness (unequal bargaining power, hidden terms) and substantive unfairness, rather than voiding a clause for mere ambiguity alone. This means TRSL's clarity risk is more acute under German/EU-consumer law than under general US commercial law — a meaningful asymmetry worth stating plainly to counsel rather than assuming a single drafting standard covers all jurisdictions. A dedicated US-counsel review is recommended before treating this document as sufficient US-law coverage; this pass is intentionally shallow here (per the workplan's original framing of German law as the deepened case and other jurisdictions as comparison points).

4. Terms most urgently needing objective, litigation-safe definitions

Ranked by (a) how load-bearing the term is for the Conversion Event's legal effect, and (b) how much interpretive latitude the current concept-doc wording leaves:

1. "Settled payment" (Rule 4, working default Q10) — must specify exactly what "settled" means (cleared through a payment processor? chargeback window elapsed? specific number of business days?). Highest priority: this term directly gates Development Credit recognition.
2. "Commercial use" (working default Q2) — already flagged as blocked-on-legal; this research adds no new resolution but confirms it is the single most Transparenzgebot-exposed term in the whole framework, since it gates whether a user owes anything at all.
3. "Development Credit" vs. general "revenue" — the framework's own core rules already work hard to keep this distinction sharp (Rule 2, explicit allocation); the risk is in monetization extension text (§specs/MonetizationExtensionSpecification.md) drifting back into vaguer "revenue" language per-extension. Recommend a drafting rule: every canonical/registered extension's allocation.rule field must itself satisfy a plain-language clarity bar, not just the core license.
4. "Outstanding Target reaches zero" — mathematically precise in the schema (specs/TargetLedgerSpecification.md §6) but the license text's prose description of this must match the formula exactly, with no looser paraphrase ("when the target is substantially met" would fail Transparenzgebot; "when the Outstanding Target, calculated as X, equals zero" would not).
5. "Longstop"/degeneration terms — currently a Stage 0 working default (Q7/Q8) rather than settled; flag as [LEGAL] + [WORKING DEFAULT] in T06 until the formula is promoted.

5. Recommendation for T06 and working defaults

• No change to specs/OpenQuestions-WorkingDefaults.md Q2's "blocked on legal" status — this research sharpens why (Transparenzgebot's ambiguity-alone-is-enough standard) without resolving the substantive definition.
• T06 draft skeleton should mark all five terms in §4 above with explicit [LEGAL: define objectively] markers, prioritized in the order listed.
• Recommend the eventual TRSL legal text include a dedicated Definitions section (common in commercial software licenses) rather than relying on inline first-use definitions scattered through the document — this is a direct, low-risk mitigation for the Transparenzgebot exposure identified in §1, and does not require resolving any of the substantive open questions to implement structurally.