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Having a business contract drawn up requires a different approach than a consumer agreement: between entrepreneurs, freedom of contract applies, and statutory consumer protection is absent. What you agree upon is binding—even if things are not right. As a result, the quality of your contract directly determines your standing in the event of a dispute. The core lies in four clauses: payment, liability, termination, and dispute resolution. Those who arrange these well are in a strong position; those who skip them fall back on the law and the goodwill of the opposing party.
The short answer
- Freedom of contract: between entrepreneurs, what matters most is what you agree upon, not what feels “fair”.
- No consumer protection: the law does not catch you like it does for consumers.
- Payment: explicitly state the term, interest, and collection costs.
- Liability: limit your damages — this is the most important clause.
- Termination: when and how you can get out of the contract.
- Disputes: which court or arbitration, which law applies.
Why a business contract is different
In the case of consumers, the law intervenes if a clause is unfair. A consumer can avoid an unreasonable penalty; an entrepreneur usually cannot. Between businesses, freedom of contract applies: the judge assumes in principle that two professional parties knew what they were signing.
There are two sides to this. You can make agreements that fit your situation perfectly, without being restricted by law. But it also means that a bad clause simply applies. If you forget a limitation of liability, you can be held liable for the full amount of damages. The law will not save you.
The essential clauses
Payment
- Payment term: usually 14 or 30 days. Record this, otherwise the statutory term applies.
- Default interest: the statutory commercial interest, or an agreed percentage.
- Collection costs: right to reimbursement for late payment.
- Suspension: are you allowed to stop deliveries if payment is not received?
Liability
The most important clause of your entire contract. Without limitation, you are liable for all damages arising from a breach — including consequential damages that exceed the contract sum.
- Limitation to the contract sum or to the amount covered by your insurance.
- Exclusion of consequential damages such as lost revenue or production downtime.
- Expiration period for submitting claims.
Dissolution and termination
- When may each party terminate the contract?
- What notice period applies to a continuous agreement?
- What happens to services already rendered and payments?
Disputes and applicable law
- Choice of law: Dutch law, unless you want something else.
- Choice of forum: which court, or do you choose arbitration or mediation?
Common mistakes
- No limitation of liability. By far the most expensive mistake. Without a ceiling, one misstep can ruin your business.
- General terms and conditions not properly declared applicable. Conditions that you do not provide before or at the time of concluding the contract may be invalidated.
- Vague performance description. “Perform properly” invites discussion. Describe exactly what you deliver.
- Battle of forms. If both parties use their own terms and conditions, confusion arises regarding which ones apply. Regulate this explicitly.
- Include verbal agreements. Anything not stated in the contract is difficult to prove later.
A practical example
Karim supplied software to a wholesaler based on a contract without limitation of liability. When a bug blocked orders for a day, the client claimed lost revenue: a multiple of the project price. Because consequential damages were not excluded anywhere, Karim was in a weak legal position. One clause had made the difference between a manageable risk and an existential claim.
Sign
- Sign with an authorized signatory. Check the counterparty's Chamber of Commerce registration.
- Ensure that both parties sign the same final version .
- An electronic signature is legally valid; keep the signed version.
Honest recommendation
Have a legal expert draft a business contract involving real stakes—large sums, liability risks, or a long-standing relationship. Precisely because the law offers no protection to you as an entrepreneur, the liability clause is worth the money. A single effective limitation can deflect a claim that would otherwise harm your business.
You don't always need us. For a straightforward, one-off B2B assignment with a trusted partner and limited risk, good general terms and conditions and a clear quotation suffice. Save the custom work for the contracts where things go wrong if you get it wrong.
Read more: having a contract drawn up: the process, drafting general terms and conditions and cooperation agreement.
Frequently Asked Questions
At a minimum: a clear description of the performance, payment arrangements (term, interest, collection costs), a limitation of liability, rules for dissolution and termination, and a clause regarding disputes and applicable law. The liability clause is the most important.
Between entrepreneurs, there is freedom of contract and statutory consumer protection is absent. In principle, what you agree upon applies — even if it is inconsistent. The law therefore offers no protection, meaning the quality of your contract carries more weight.
By limiting liability to the contract sum or the insured amount, excluding consequential damages such as lost revenue, and including a limitation period for claims. Without such a limitation, you are liable for all damages arising from a breach of contract.
For recurring, standard B2B transactions, good general terms and conditions cover a lot. For agreements with real stakes — high amounts, customization, long duration — you need a custom-made contract that specifically governs your arrangements.
This is the situation in which both parties declare their own general terms and conditions applicable. Under Dutch law, the terms of the party that referred to them first usually apply, unless the other party expressly rejects them. Arrange this explicitly in your contract.
An authorized signatory, such as a director or someone with a valid power of attorney. Check the counterparty's Chamber of Commerce registration to ensure that you are signing on behalf of an authorized person. Ensure that both parties sign the same final version.
Yes, an electronic signature is legally valid in most business situations. Stricter formal requirements apply to some documents. In all cases, retain the signed final version for evidentiary purposes.
