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Drafting general terms and conditions for services involves properly regulating eight core components: the nature of your obligation (effort or result), limitation of liability, payment and invoicing, termination, additional work, provision of the terms and conditions, and — for consumers — the limits of the black and grey lists. A good set is not a generic internet kit, but tailored to the nature of your service and the associated risks.
The short answer
- Effort or result: explicitly state what you promise.
- Liability: limit the amount and type of damage, with a limitation period.
- Payment: payment term, interest, and collection costs for late payment.
- Termination: notice period and compensation for work already performed.
- Additional work: how additional work is quoted and invoiced.
- Presentation: ensure that the customer can review the terms and conditions in advance.
Drafting general terms and conditions for services: start with your service
Before choosing terms, specify exactly what you deliver and where things go wrong. An IT agency faces different risks than a coach; an installer different risks than a consultant. The question that drives everything: do you promise an effort or a result?
- Obligation of effort: you make a professional effort, without guaranteeing a specific result. Standard for advice, coaching, and marketing.
- Obligation of result: you are responsible for a concrete end result. Think of a working system or a completed installation.
If you do not stipulate this, the judge will determine afterwards which of the two applied. That is precisely the uncertainty you want to eliminate with conditions.
Limitation of liability
In principle, you are liable for all damages without limitation. A workable clause usually contains:
- A maximum: liability up to the invoice amount of the assignment, or up to what your professional or business liability insurance pays out.
- Exclusion of indirect damage: consequential damage, lost profits, lost savings.
- A limitation period: a claim must be reported within, for example, twelve months of discovery.
Never exclude liability for intent or willful recklessness — that exclusion will not hold up. And towards consumers, you may not completely contract away liability.
Payment and invoicing
Rule specifically:
- Payment term: 14 or 30 days. For business customers, you may choose a reasonable term yourself.
- Interest: statutory commercial interest (B2B) or statutory interest (consumer) for late payment.
- Collection costs: refer to the statutory scale.
- Advance payment or installments: for larger assignments, partial payments or a down payment.
- Suspension: the right to stop work in the event of non-payment.
Termination and additional work
Two clauses that are often too thin:
- Termination: In the case of a contract for services, the client may in principle always terminate the contract prematurely (Art. 7:408 BW). Establish the notice period and stipulate that work already performed and costs incurred be reimbursed. For ongoing services (subscription, retainer), establish a minimum term and renewal — within the limits applicable to consumers.
- Additional work: stipulate that work outside the original assignment will be quoted separately or billed at an hourly rate, and that the client gives prior approval. Without this clause, you can hardly charge for extra hours.
Delivery: otherwise they are worthless
The most attractive terms and conditions are binding if you do not provide them correctly. The customer must reasonably have been able to know them before or at the time of concluding the agreement (Articles 6:233 and 6:234 of the Dutch Civil Code). In practice:
- Send the terms and conditions along with the quotation or order confirmation, not just on the invoice.
- Explicitly declare them applicable and have the customer agree to them (digitally).
- Keep the proof: the sent email, the signed agreement.
If you do not do this, the client can invalidate the terms and conditions — and you fall back on the bare law.
Consumers: pay attention to the black and grey lists
If you supply to consumers, two statutory lists limit what you may include. The black list (Art. 6:236 BW) lists clauses that are always unreasonably burdensome and therefore void; the grey list (Art. 6:237 BW) lists clauses that are presumably unreasonable. Examples include a complete exclusion of liability (black) or an unreasonably long notice period with tacit renewal (grey). Applying a B2B set one-to-one to consumers therefore often fails.
Honest recommendation
If you work purely B2B, with a clearly defined service and limited risks, you can draft a usable set yourself using a solid template — a lawyer is not strictly necessary in this case, provided the effort-to-result ratio and the delivery are correct. Do not blindly copy the terms and conditions of a competitor; they rarely fit your risks.
If serious liability is involved, you supply to consumers, or you work with subcontractors and long-term contracts, have the terms and conditions drafted or reviewed. The costs of doing so are small compared to the damage caused by a single invalid clause.
See also what general terms and conditions for services are and the costs of having them drawn up. Arrange immediately: general terms and conditions for services.
Frequently Asked Questions
Start with what your service is and where things go wrong, and then arrange eight core components: effort or result, limitation of liability, payment and invoicing, termination, additional work, delivery, and — for consumers — the black and grey lists. Do not adopt a generic approach, but align with your specific risks.
The choice between an obligation of effort and an obligation of result. Consultants, coaches, and marketers normally promise an effort; contractors and builders often promise a result. Document this explicitly, otherwise the judge will determine retrospectively which of the two applied.
With a maximum (for example, the invoice amount or the amount paid out by your insurance), exclusion of indirect damage, and a limitation period for claims. You cannot exclude intent and willful recklessness, and liability may not be fully contracted away from consumers.
The payment term (14 or 30 days), statutory (commercial) interest and collection costs for late payment, optional down payment or installments, and the right to suspend work in the event of non-payment. With business clients, you have more freedom than with consumers.
By proper provision: the customer must have been able to know them before or at the time of concluding the agreement (Articles 6:233 and 6:234 of the Dutch Civil Code). Send them along with the quotation, declare them applicable, and retain the proof. Otherwise, the customer may destroy them.
Stipulate that work outside the original assignment will be quoted separately or billed at an hourly rate, and that the client agrees to this in advance. Without an additional work clause, you can hardly charge for extra hours.
Often not. The black list (Art. 6:236 BW) and grey list (Art. 6:237 BW) limit what you may stipulate with consumers. A B2B set that completely excludes liability or uses a long notice period will partially fail with consumers. Anyone serving both parties often needs a separate consumer version.
