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It is best not to cobble together or copy important contracts, terms and conditions, and other legal documents yourself. We help entrepreneurs on a budget with customized legal solutions, clear costs upfront, and practical explanations.
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Drafting general terms and conditions isn't complicated — if you know what it's really all about. The entrepreneurs who run into problems are rarely the ones who did everything wrong. They are the entrepreneurs who did nine things right and forgot one thing: properly providing the terms to the customer. Below are ten concrete tips that make the difference, plus three things you really shouldn't do.
Piet the plasterer wished he had had this list beforehand. We assume you are the smarter one.
Tip 1: Start with a decent industry model, not a random template
A set written entirely from scratch takes a lot of time and is unnecessarily risky. A random online document is cheap but knows nothing about your industry. The middle ground: start with the model terms and conditions of your trade association (UAV in construction, MetaalUnie, FENEX in transport, Nederland ICT) and adapt them to your work. Practical and legally reviewed. An overview of where to find model terms and conditions can be found at the Chamber of Commerce's Ondernemersplein.
Tip 2: write in simple language, not legal jargon
Unreadable clauses are interpreted to the disadvantage of the drafter. Keep it short, clear, and in plain Dutch. A sentence you still don't understand after four cups of coffee, your client won't understand later either — and the judge won't be impressed by that. Delete words like “therefore,” “subject to what is stipulated by law,” and “to the extent required by law.” Writing for people trumps writing for attorneys.
Tip 3: Limit your liability explicitly and realistically
Many entrepreneurs want to completely exclude their liability. That sounds smart, but for consumers, total exclusion is void (blacklisted), and in B2B, it is often unreasonably burdensome. What works better: limiting your liability to, for example, the invoice amount of the assignment, or to what your insurance pays out. This ensures legal validity and provides you with the protection you need.
Tip 4: arrange interest and collection costs — that saves a lot later
A payment term without consequences is desirable. Stipulate in your terms and conditions that statutory commercial interest is due in the event of late payment, plus extrajudicial collection costs in accordance with the Debt Collection Act. Without this provision, you cannot charge more than the statutory terms. Also read what statutory commercial interest you may charge on unpaid invoices.
Tip 5: hand over, hand over, hand over
Three times, because it is the tip where most terms and conditions fail. Provide your terms and conditions to your client before or at the time of concluding the agreement. On paper: send them along with the quotation. Online: as a downloadable PDF before checkout. Not just a link in your footer, nor waiting until the invoice. If you do not do this, your client can destroy your entire set, and you are back to square one. For the how and why: see when general terms and conditions are not valid.
Tip 6: always refer, and in three places
Refer to your general terms and conditions in your quotation, your order confirmation, and on your invoice. Not once, not sporadically: as standard on all three. Does the client present their own terms and conditions? Then, in principle, the set mentioned first applies (Article 6:225 paragraph 3 of the Dutch Civil Code), unless the other party expressly rejects them. Being first and handing them over first wins. You can see how often this goes wrong in the " fumbling twice regarding the applicability of general terms and conditions" example.
Tip 7: create a separate set for consumers
Using the same document for B2B and B2C is asking for trouble. Additional rules (right of withdrawal, information obligations, conformity) and strict limits (black and grey lists) apply to consumers. What works fine in B2B may be void in B2C. Do you have both customer types? Create two sets and ensure your sales process displays the correct one. You can find an overview of what consumers expect at the ACM's ConsuWijzer, and also see how strictly the ACM intervenes in cases of infringement of the right of withdrawal.
Tip 8: keep them up to date — review them at least annually
The law evolves, and your services evolve with it. Terms and conditions from 2019 are guaranteed to be outdated in certain areas: different rules regarding personal data, amended consumer protection, and new digital commerce regulations. Review your set once a year. Are you offering new services or serving new customer types? Check them immediately. Think of it as a vehicle inspection for your business — it's the safest option.
Tip 9: GDPR does not belong in your general terms and conditions
One of the most common mistakes: cramming everything about personal data and cookies into your Terms and Conditions. Privacy belongs in a separate privacy statement and cookie policy. Keep your Terms and Conditions to commercial agreements (price, delivery, liability). Two clear documents are always better than one messy block of everything.
Tip 10: Have them checked by someone who is not a friend
Your best friend, your father, or your colleague with “knowledge of contracts” is rarely the right critical eye. What you need is someone who won’t spare you. A specialized SME lawyer will find the loopholes you don’t see in just a few hours. Typically between €350 and €500 for a decent, custom-made set — see what it costs. That is almost always cheaper than discovering in a dispute that your clause does not hold up.
Bonus: three things you'd better not do
- Mindlessly copying from a competitor. You don't know if it is correct, you don't know if it fits your work, and you may be sitting on outdated or copyrighted text. The risks of cut-and-paste contracts are greater than entrepreneurs think.
- Including clauses that you cannot defend in court. Sounds logical, but happens more often than you think. “All liability excluded” or a 24-hour complaint period — it looks tough, but in a conflict, you fall back on it without the protection you thought you had.
- Forgetting that you change too. What fit in year one often no longer fits in year five. Broader services, different clients, different risks. Terms and conditions without maintenance are terms and conditions with an expiration date.
The most important thing: consult a lawyer
You can execute these ten tips perfectly and still stumble, because the details make the difference in this field. Good terms and conditions are not a luxury product — they are a prerequisite for sound business practice. In practice, no terms, or terms that do not hold up, means: being unable to charge interest, full liability, annulment by your client, and invoices that remain unpaid for years.
The most common advice given by anyone who has ever run into trouble with this: have a lawyer familiar with the SME sector take a critical look at your set at least once. An hour or two of work, a few hundred euros, and you will know for sure that you are where you thought you were. View the options for having your terms and conditions drafted or reviewed, or read the complete pillar post on drafting terms and conditions for the entire process.
Frequently Asked Questions
Providing terms and conditions: your client must be able to read and save the terms and conditions before or at the time of concluding the agreement. This is where the vast majority of terms and conditions are lost in disputes. A fine set that was never properly provided to the client is of hardly any legal value.
Preferably not. You don't know if they are correct, if they suit your company, and you might be sitting on outdated or copyrighted text. Start with an industry model or a good template and adapt it to your situation. That is safer and ultimately cheaper.
If you have both customer types, preferably yes. Consumers are subject to additional legal obligations (right of withdrawal, information obligations) and stricter limits (black and grey lists). A single universal set often does not work optimally for either group.
Yes, at least once a year. The law regarding privacy, consumer law, and digital commerce is constantly evolving, and so is your own service provision. Sets that are a few years old almost always no longer align with current practices in certain areas.
No. GDPR information belongs in a separate privacy statement, and cookies in a cookie policy. General terms and conditions concern commercial agreements (price, delivery, payment, liability). Two clear documents are better for both the client and the lawyer than one messy hybrid.
A good clause regarding interest and collection costs for late payment. Without such a clause, you must fall back on the statutory commercial interest rate and cannot pass on additional collection costs. A few sentences in your terms and conditions can save you hundreds of euros per unpaid invoice.
In most cases, yes. A review or assignment to a specialized SME lawyer costs a few hundred euros and prevents errors that could cost thousands of euros in a dispute. For large amounts, consumers, or complex services, the legal check is almost always recouped.
