Drafting General Terms and Conditions: step-by-step plan + checklist

Drafting general terms and conditions comes down to four things: determining what they apply to, writing down the correct agreements (payment, delivery, liability), ensuring they are legally sound, and providing them to your client on time. The latter sounds like a formality, but it is precisely the step where most entrepreneurs stumble — like a commuter missing their train because they locked up the wrong bike.

Take Piet, a plasterer with a one-man business. A fine craftsman, smooth walls, but he had once picked up his terms and conditions from a half-forgotten website and never touched them again. When a customer refused to pay after the job was done, Piet was left legally empty-handed. In this guide, we walk through everything Piet should have known: what terms and conditions are, what should be included, how to draft them, what they cost, and when it is better to have them done professionally. Without jargon, because the legal world is boring enough as it is.

What are general terms and conditions?

General terms and conditions are the standard agreements that you declare applicable to all your assignments — the famous fine print that everyone scrolls through in a single smooth flick of the thumb to click “Agree”. They are your rules of the game: your payment terms, your liability, your delivery times, and what happens if a client cancels at the last minute. The law refers to them as stipulations drawn up for use in multiple agreements (Article 6:231 of the Dutch Civil Code).

One thing emphatically does not belong there: the core clause. That is the essence of the deal — the price and exactly what you are delivering. That agreement is stated in the quotation itself, not in the fine print. And “delivery terms” or “payment terms”? Those are just fancy words for parts of those same general terms and conditions. One document, multiple names.

The rules of the game are neatly listed in Section 6.5.3 of the Dutch Civil Code. Important: general terms and conditions are not mandatory. You are perfectly entitled to do business without them. However, in that case, you fall back on the law, and the law simply does not prioritize your interests.

Why would you draw up general terms and conditions?

Because they shift the risk from you to the agreement. Without your own terms and conditions, the statutory safety net applies: a payment term of 30 days, full liability for damages, and little control over cancellations. That is exactly what Piet ran into — his invoice remained unpaid and he hadn't agreed on interest or collection costs, so he could only keep emailing politely and hoping.

Good general terms and conditions set your rules of the game against that. In concrete terms, they deliver the following:

• Faster payment. You set a payment term, interest, and collection costs, so that you have something tangible immediately when dealing with defaulters — more than just a friendly reminder with an exclamation mark.
• Limited liability. You limit your obligation to pay damages to, for example, the invoice amount, instead of an open end that keeps you awake at night.
• Clarity upfront. Customers know where they stand regarding cancellations, complaints, and force majeure. That saves a lot of back-and-forth afterwards.
• A stronger position in the event of a dispute. If it is in writing and the terms have been properly handed over, you are simply in a stronger position if things go wrong.

What should be included in your general terms and conditions?

There is no legally required shopping list, but in practice, a complete set contains these items. Go through them as a checklist — just as serious as the shopping list, and with less chance of coming home with cheese again:

• Company details — name, Chamber of Commerce number, VAT number and contact details.
• Applicability — to which agreements your terms apply, and that they take precedence over those of your customer.
• Quotations and offers — how long a quotation is valid and that offers are without obligation.
• Prices — including or excluding VAT, and whether you can adjust them.
• Payment — the payment term, and what happens in case of late payment (interest and collection costs). Also read what you may charge in statutory commercial interest on unpaid invoices.
• Delivery and execution — timeframes, and whether they are firm or indicative.
• Cancellation and termination — under what conditions and at what cost.
• Liability — the limitation of your duty to pay damages. Often the most important clause, and the one that fails most often if it is carelessly drafted.
• Force majeure — what happens when you are unable to deliver due to circumstances.
• Intellectual property — who holds the rights to your work.
• Complaints and warranty — within what timeframe complaints must be reported.
• Applicable law and disputes — Dutch law and jurisdiction.

If you sell to consumers, mandatory information applies, such as the right of withdrawal. More on that later.

Drafting general terms and conditions in 7 steps

Do you want to know how to draft general terms and conditions without skipping a step? Follow this order.

1. Determine your target audience. Do you sell to businesses (B2B), consumers (B2C), or both? Stricter rules apply to consumers, so this determines the rest.
2. Map out your risks. Where do things usually go wrong in your profession? Late payment, endlessly expanding assignments, damage? Your most important clauses should address these issues.
3. Choose a solid foundation. Start with a template from your trade association or a set that suits your work — not just any text you come across on a website of dubious origin (see: Piet).
4. Tailor the clauses. Adapt every provision to your situation: your payment term, your liability limit, your delivery times.
5. Check the legal limits. Some clauses are prohibited or suspect towards consumers (the black and grey lists). Delete what is not allowed.
6. Have them check. A second pair of eyes — preferably legal — catches the loopholes before a client does.
7. Provide them. Ensure that your client receives the terms and conditions before or at the time of concluding the agreement. If you skip this step, the rest is a waste of time.

Do it yourself or have it drafted?

Are you allowed to draft general terms and conditions yourself? Yes, you are. There is no law requiring the involvement of a lawyer or notary. The question is not whether it is allowed, but whether it is wise in your case.

Drafting it yourself works perfectly fine if you provide a simple service or product, especially to other businesses, with manageable risks. A good industry model as a basis, an hour to tailor it, and you'll get a long way. For many starting freelancers, that is enough.

It is better to have it done or checked if you sell to consumers, work with substantial amounts, provide custom work, or operate in a regulated industry. One invalid liability clause can easily cost you more than an entire set of custom-made clauses.

There is one thing we always advise against: blindly copying a competitor's terms and conditions. You don't know if they are correct, if they suit *your* work, and you could easily end up with outdated or even copyrighted text. It is a bit like duplicating someone's house key and hoping it fits your front door too. We previously wrote about the risks of cut-and-paste contracts — exactly the pitfall Piet fell into.

How much does it cost to draft general terms and conditions?

That depends on who does it and how complicated your situation is. Roughly speaking, there are three routes:

• Free to a few tens of euros. Model terms and conditions from your trade association (often free for members) or an online generator. Cheap, but rarely fully tailored.
• A few hundred euros. A custom-made set from a specialized lawyer. Depending on your industry and complexity, you generally expect to pay between one hundred and several hundred euros.
• Even more so with true custom work. Complex situations (international, highly regulated, unusual risks) increase, simply because they require more investigation.

Watch out for the difference between “free” and “cheap in the long run”. A free template that turns out to be invalid the moment you need it is just as useful as an umbrella with holes: you find out exactly when the first shower hits. Curious about the cost of a custom set for your company? Check out the options for having your terms and conditions drafted or reviewed.

General terms and conditions per industry

The basics are the same for everyone, but the emphasis differs by subject. A few common cases:

Webshop

If you sell online to consumers, you are bound by additional rules. Among other things, you must arrange the right of withdrawal: customers have a 14-day cooling-off period to cancel without giving a reason — yes, even if they have tried on that dress three times in front of the mirror. In addition, information obligations, a statutory delivery period, and rules regarding conformity and warranty apply. The regulator keeps a close eye on things — see how the ACM intervenes in cases of infringements of the right of withdrawal.

Self-employed and sole proprietorship

As a freelancer — Piet, that is — you often work on a one-off basis. Clearly document when an assignment is established, what is included in the price and what constitutes additional work, and how you handle cancellation. A clear payment term and liability limit go half the battle here.

Service providers: photographer, coach, ICT, marketing

If you provide creative or consultancy work, intellectual property is important: who owns the photos, designs, or code, and is the client allowed to reuse them? Also arrange usage rights, revision rounds, and what happens if a session or shoot is cancelled.

Construction, installation and engineering

This revolves around delivery times, additional work, and completion. Many contractors in the construction industry use industry terms and conditions as a basis and supplement them with their own agreements regarding planning and payment in installments.

This is how you make your general terms and conditions legally valid

The best terms and conditions are worthless if your customer has never seen them. This is where Piet went wrong, and this is where most entrepreneurs go wrong. Three things you need to arrange properly:

1. Provide them. You must give your customer a reasonable opportunity to read the terms and conditions before or at the time of concluding the agreement (Articles 6:233 and 6:234 of the Dutch Civil Code). For a paper deal: hand them over, or send them along with the quotation. Online: offer them in such a way that the customer can save them, for example as a downloadable PDF before checkout. If you do not do this, your customer can invalidate the terms and conditions later — and then they carry just as much weight as a sandwich you forgot to make.

2. Filing with the Chamber of Commerce is not enough. The most persistent misconception: “I have filed them, so I’m all set.” Filing with the Chamber of Commerce or the court is useful as proof that a specific version existed on a certain date, but it does not replace the obligation to provide them. You must still give them to your customer. You can find more explanation at the Chamber of Commerce’s Entrepreneurs’ Plaza.

3. Declare them applicable in a timely manner. Refer to your general terms and conditions in your quotation, order confirmation, and on your invoice. If both parties refer to their own terms and conditions, the set mentioned first generally applies — unless the other party expressly rejects it. It is the legal equivalent of “first come, first served,” and things go wrong surprisingly often. Read how to deal with the applicability of general terms and conditions in two stages.

If you sell to consumers, take the black and grey lists into account: certain clauses are prohibited, while others are presumed to be unreasonable. The overview from ConsuWijzer (ACM) shows what consumers look out for.

The 5 most common mistakes

1. Failing to provide the terms and conditions. By far the most expensive mistake: you have them, but you can't do anything with them. Look at Piet.
2. Cramming privacy into your general terms and conditions. How you handle personal data (GDPR) belongs in a separate privacy statement, not among your delivery agreements.
3. Blindly copying. Other people's terms and conditions rarely fit your work exactly and often lag behind the law.
4. Using prohibited consumer clauses. An exclusion of liability towards consumers that is taken too far is voidable — and then you still fall back on the law.
5. Never update them again. Laws and your services change. Five-year-old terms and conditions are just as relevant today as a Nokia from 2008 suits your newest charger.

Are you unsure if your set contains these errors? A legal review is usually cheaper than you think, and significantly cheaper than a lost lawsuit. You can have your terms and conditions drafted or reviewed by a lawyer who knows the SME sector inside out. Piet would have done it, if he could do it again.

Frequently Asked Questions