Unilateral modification of contract terms

In principle, you cannot unilaterally change contract terms: this is only possible with the consent of the other party, or if the agreement contains a valid unilateral modification clause. And even such a clause has strict limits — certainly for consumers and in employment contracts. Below, you can read when a unilateral modification is permitted, what conditions apply, and what you can do if you disagree with an imposed change.

Are you allowed to unilaterally change contract terms?

The basic principle is clear: an agreement is an arrangement between parties, and changes can normally only be made by mutual consent. This applies to provisions in the contract itself as well as to the general terms and conditions.

When entering into a new agreement, you may of course deviate from the old terms. However, with an ongoing long-term agreement, this is not simply possible — unless all parties agree or a unilateral modification clause has been included.

The unilateral amendment clause for consumers

Without the consent of the other party, you are treading on legally thin ice. The exception is a unilateral amendment clause, but this must meet strict conditions, especially if a consumer is involved. Such a clause is, in fact, on the so-called grey list: it is presumed to be unreasonably burdensome.

An important consequence: if the performance deviates substantially from what was originally agreed upon due to the unilateral modification, the consumer must be able to terminate the long-term contract. Without such an escape clause, the provision often does not hold up.

Unilateral modification of an employment contract

also be included in an employment contract , sometimes via the employee handbook or a collective labour agreement. The conditions are strict: the employer may only invoke the clause if he has a substantial interest that outweighs the interest of the employee. Core terms of employment, such as wages, cannot simply be changed.

If there is no modification clause, the employer and employee must reach an agreement together. However, the employee may not simply refuse every proposal: both parties must act as a good employer and a good employee. In principle, an employee must accept a reasonable proposal—based on changed circumstances—unless this cannot reasonably be expected of him.

How do you draft a contract that is both flexible and sustainable?

A contract that allows for future adjustments requires careful wording. Important in this regard:

• Describe specifically when and how changes can be implemented.
• Build safeguards for the other party, such as a notice period and an option to terminate in the event of substantial changes.
• Substantiate the importance that justifies a change — especially in employment relationships.
• Take the grey list into account when consumers are involved.

Frequently asked questions about unilateral changes

Is my supplier allowed to increase the price in the interim?

Only if the contract or the general terms and conditions permit this via a valid clause. Additional protection rules apply to consumers, often including the right to terminate the contract in the event of a substantial increase. There is more leeway between businesses, but even then, the change must be based on an agreement.

Can my employer unilaterally change my position or location?

That depends on the contract and the circumstances. With a modification clause, it is possible in the event of a substantial interest; without such a clause, it must be done through a reasonable proposal and reasonable acceptance. Substantial changes to core terms are sensitive in any case.

What do I do if I disagree with an imposed change?

Do not simply agree and record your objection in writing. Seek legal advice to assess whether the change is permitted. Negotiating a compromise or mediation an effective route.

Assistance with amending contract terms

Do you want a contract that is both flexible and legally sound, or are you facing a unilateral amendment with which you disagree? The legal experts at MKB Juristen draft watertight amendment clauses, assess imposed changes, and negotiate on your behalf. Schedule a no-obligation intake.