Order confirmation example: the key provisions

An order confirmation example shows which provisions a good confirmation contains: the parties, a clear description of the work, the price and payment, the schedule, and a reference to your general terms and conditions. The confirmation records offer and acceptance (Article 6:217 of the Dutch Civil Code) and serves as evidence in the event of a dispute later on. Below, we will review the most important components so that you can draft a watertight confirmation yourself without a lengthy contract.

The short answer

• List the parties and a clear description of the work.
• Set the price or rate, plus the payment arrangements and any additional work.
• Include the schedule and delivery time.
• Refer to your general terms and conditions and send them along.
• Conclude with the date and signature or an agreement by email.

Engagement confirmation example: the core provisions

A good confirmation starts with the basics: who the parties are, and what exactly has been agreed upon. List the client and the contractor with their details, and then provide a concrete description of the work. Vague language, such as "marketing support," leads to discussion; instead, describe the concrete results or activities. Add what is not covered by the assignment so that the boundaries are clear.

This description is the heart of the confirmation. In the case of a service contract, the agreement often falls under the contract for services (Article 7:400 of the Dutch Civil Code), in which the contractor undertakes to perform work. The more precisely you describe the work, the smaller the chance of disagreement regarding additional work.

Price, payment and schedule

Set the price: a fixed amount, an hourly rate, or a combination. State whether the amount is inclusive or exclusive of VAT and which additional costs apply. Describe the payment method: upon completion, in installments, or with a down payment. Also include a payment term and, if desired, what happens in the event of late payment.

The schedule and delivery time must be included for the work itself. Specify any dependencies, such as the supply of materials by the client, as this affects the schedule. Explicitly regulate additional work: everything outside the described assignment is billed separately at a stated rate. This prevents extra requests from being included in the price unnoticed.

Terms and signature

Refer to your general terms and conditions and send them along. For them to be applicable, you must have provided them before or at the time of concluding the agreement (Article 6:233 sub b and 6:234 of the Dutch Civil Code). Merely referring without providing them is not sufficient; the customer may then invalidate the stipulations. In your terms and conditions, you regulate subjects such as liability, intellectual property, and confidentiality.

Conclude with the date and an agreement. A signature is not required, as the confirmation is not bound by any specific format; an agreement via email is often sufficient. It is important that you can demonstrate that the customer has agreed. Keep the confirmation plus the agreement in your records.

Practical example

A photographer receives an assignment for a product shoot. His order confirmation lists the parties, the number of products and photos, the price excluding VAT, a fifty percent deposit, the shooting date, and the stipulation that the right of use of the photos only transfers upon full payment. He encloses his general terms and conditions as an attachment. When the client later requested additional edits, the photographer was able to invoice separately based on the additional work clause.

Honest recommendation

For a standard, clearly defined assignment, you do not need a lawyer to draft a confirmation. With a standard template containing the parties, the work, the price, payment, schedule, and a reference to your accompanying general terms and conditions, you cover most situations. Keep the description concrete and arrange additional work separately, and you will avoid the majority of disputes.

Do seek assistance when more is at stake: involving large sums, the transfer of intellectual property, significant liability or confidentiality interests, or if the client imposes their own purchasing terms. In such cases, it is advisable to have the provisions drafted or reviewed so that your confirmation aligns with your terms and conditions and you do not confirm unfavorable agreements.

Want to know more or need help? View our page on drafting or checking an order confirmation, or first read what an order confirmation is, or what it costs to have an order confirmation drafted.

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