Why you'd better put the job description on paper

Always put the job description in writing. A verbal agreement is legally valid in the Netherlands, but as soon as a dispute arises regarding exactly what was agreed upon, you are left empty-handed. Anyone who, as a contractor or client, has it in writing which activities do and do not fall under the assignment prevents ambiguity, problems with proof, and costly legal proceedings regarding the scope of the assignment.

Oral or written: what does the law say?

The law imposes no formal requirements for most agreements. Therefore, you can perfectly well agree verbally to exchange your smartphone for someone else's bicycle, and that agreement is legally valid. The problem lies not in the validity, but in the proof. A verbal agreement is difficult to enforce: there is no written document to fall back on. And even if both parties agree that an agreement exists, its exact content can still become a subject of dispute.

In an assignment, the struggle often revolves around the scope of the assignment: how far does the agreed-upon work extend? What falls within it, and what outside? It is precisely at this point that things go wrong if nothing has been documented.

What exactly is a job description?

A job description specifies the work or results the contractor must deliver. It is the heart of the contract for services: it determines what you are paying for and for what the other party can be held liable. A good job description specifically states:

• which tasks are and are not part of the assignment;
• the expected result or the performance to be exerted;
• the schedule and any delivery dates;
• the rate and what is and is not covered by it;
• what happens in the event of extra work or additional requests.

The clearer the demarcation, the smaller the chance of disputes afterwards.

Practical example: discussion regarding a security assignment

The importance of a documented assignment is evident from a lawsuit between a security company and a client following a burglary. The home had been broken into while an alarm system was in place. The client held the security company, which had previously performed maintenance work, liable for the damages: after all, the detector had failed to detect the burglars.

The problem: the order was not in writing. The security company argued that the order was limited to a number of specific tasks, such as relocating a detector, installing an outdoor detector, replacing a circuit board, and performing maintenance on a few detectors. Because it was precisely the detector on the upper floor that was malfunctioning, the company did not feel liable.

The client saw things differently and argued that the assignment was much broader: the entire system should have been tested and, if necessary, repaired. Without a written assignment, the judge had to decide who was right.

The Haviltex standard: how does the judge interpret the agreement?

Because nothing was in writing, the judge fell back on the Haviltex standard. This is the standard by which judges interpret agreements, stemming from the well-known Ermes/Haviltex of the Supreme Court (March 13, 1981). The core principle: it is not only about what was literally said or written, but about what the parties could reasonably expect of each other in the given circumstances based on their statements and conduct.

In the security case, the judge took into account, among other things, that the company knew there had been a previous break-in and that the alarm had failed at the time, and that the company had proposed conducting further investigations and entering into a maintenance contract — proposals which the client had not accepted. Against that background, the judge assessed the extent of the assignment.

The Haviltex standard applies not only to oral agreements but also to unclear written contracts. Vague wording therefore offers no protection.

The verdict: no liability, but a lesson

The judge ruled that it could reasonably be assumed that the assignment encompassed testing the entire burglar alarm system, including the detector on the upper floor. However, actually remedying an underlying fault did not fall under this. To hold the company liable, the customer would have had to prove that the company itself had made a mistake. This proof was unsuccessful, partly because multiple technicians had worked on the system. Consequently, the security company was not held liable for the burglary damage.

The outcome was favorable to the contractor, but the lesson cuts both ways: without a clearly defined contract, no one knows for sure where they stand beforehand, and ultimately the judge decides — with all the associated costs, time, and uncertainty.

What risks do you run without a written assignment?

• Problems with proof: it is difficult to demonstrate what was agreed upon.
• Broader liability: the judge may interpret the assignment more broadly than you, as the contractor, intended.
• Discussion regarding additional work and rates: without clear boundaries, it is unclear what constitutes extra and what was already included in the price.
• Lengthy proceedings: lack of clarity leads to conflicts that you have to fight out in court.
• Disrupted collaboration: a conflict over expectations often costs the relationship with the customer as well.

This is how you properly document the assignment

1. Describe the assignment concretely. Explicitly state what is and what is not part of the work.
2. Distinguish between an obligation of effort and an obligation of result. Are you promising a result, or a serious effort?
3. Arrange for additional work in advance. Agree on how additional requests will be priced and approved.
4. Avoid vague terms. Words like “maintenance” or “guidance” are open to multiple interpretations — make them concrete.
5. Confirm verbal agreements in writing. A brief order confirmation by email is much better than nothing.

Are you unsure whether your wording is legally sound? Our contract law review the assignment description for weak points before it leaves our office.

Frequently Asked Questions

Is an oral instruction legally valid?

Yes. For most agreements, there is no formal requirement, so a verbal instruction is valid. The sticking point is proof: in the event of a dispute, it is difficult to demonstrate exactly what was agreed upon.

What is the Haviltex standard?

The Haviltex standard is the manner in which the judge interprets agreements. Not only the literal text counts, but above all what the parties could reasonably expect of each other in the given circumstances. The standard originates from the Ermes/Haviltex judgment of the Supreme Court from 1981.

Does Haviltex also apply to written contracts?

Yes. Even in the case of a written contract with unclear provisions, the judge considers what the parties could reasonably expect. Therefore, unclear text does not offer complete certainty; clear formulations are essential.

What is the minimum content of a job description?

At a minimum: which activities are and are not included in the assignment, the expected result or effort, the schedule, the rate, and the agreements regarding additional work.

Is an order confirmation by email sufficient?

An email confirming the agreements is much stronger than a purely verbal agreement and can serve as evidence in a dispute. For larger or high-risk assignments, a full-fledged contract for services is recommended.

Have your assignment legally watertight

A clear assignment description is your best insurance against disputes and unexpected liability. At MKB Juristen, we know where the risks lie and we formulate agreements in clear, enforceable terms. We draft a suitable contract for services for you or review your existing contract.

• Do you need an assignment or contract drawn up? View our contracts and agreements.
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