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What are general terms and conditions for a consultancy firm? They are the standard provisions that you, as a consultancy firm, declare applicable to all your assignments, containing the rules of the game for your services — payment terms, rates, liability, confidentiality, and the nature of your work. For consultants, it is primarily about one thing: establishing that you provide a best-efforts obligation and not a guaranteed result, plus a sensible limitation of your liability for consultancy work. They are not legally mandatory, but without clear conditions, you run unnecessary risk.
The short answer
- What: standard provisions that apply to all your advisory engagements, provided they have been properly declared applicable.
- Key points for advisors: best-efforts obligation (no guarantee of result), limitation of liability, fees and payment, confidentiality.
- Legal status: part of the agreement as soon as they have been handed over and accepted before or at the time of conclusion.
- Not mandatory, but highly recommended for every consultancy firm.
- Limit: provisions must not be unreasonably burdensome, certainly not towards consumers.
What exactly are the general terms and conditions for a consultancy firm?
General terms and conditions are the provisions you have drawn up in advance to apply to multiple assignments, without having to renegotiate them for each client (Art. 6:231 BW). They do not regulate the core of the agreement — so not the specific assignment or the exact price — but rather the legal framework surrounding it.
For a consultancy firm, they are the instrument with which you manage the most important risks of advisory work: what exactly you promise, what it costs, when the client pays, and what you are and are not liable for if the advice turns out differently afterwards.
Why this is particularly important for advisory work
Advisory work differs from, for example, product delivery: you are selling knowledge and judgment, and the outcome depends in part on choices and circumstances beyond your control. This makes a few provisions indispensable:
- Obligation of effort. You commit to expert effort, not to a specific result. Without this demarcation, a client could argue that you had “promised” an outcome.
- Limitation of liability. One piece of advice can have an impact on major decisions. A reasonable limit on your liability keeps the risk manageable and insurable.
- Confidentiality. As an advisor, you are often shown confidential business information; clients expect you to handle it with care.
- Rates and payment. Hourly rate or fixed price, additional work, payment terms — clearly documented prevents disputes afterwards.
The legal status: when do they apply?
General terms and conditions do not constitute automatically applicable law — they only become part of the agreement if they have been correctly declared applicable and the customer has had a reasonable opportunity to take notice of them (Art. 6:233 sub b BW). In practice, this means:
- Refer to the terms and conditions in your quotation or order confirmation.
- Provide them before or at the latest upon closing the assignment — as an attachment or clear link, not only on the final invoice.
- Have the customer agree to the quotation, including the terms and conditions.
If you only present your conditions after the fact, they usually do not apply and you are left empty-handed. Therefore, always keep proof that you provided them in a timely manner.
The limit: unreasonably burdensome provisions
You cannot simply stipulate anything. A provision that is “unreasonably burdensome” can be annulled by the customer (Article 6:233 sub a of the Dutch Civil Code). Particularly strict rules apply to consumers: the black and grey lists (Articles 6:236 and 6:237 of the Dutch Civil Code) contain provisions that are prohibited or presumed to be unreasonable.
A liability exclusion that removes all liability — even in cases of intent or willful recklessness — will not hold up. If you work primarily for consumers, your terms and conditions must be tailored accordingly. If you operate commercially (B2B), you have more leeway, but the lower limit of reasonableness remains.
A brief practical example
A management consultant provides advice on a reorganization. The client implements part of the advice differently themselves and suffers damage. Without conditions, the client claims the full amount of the damage from the consultant. With a well-drafted clause, it is established that it was an obligation of best effort, that liability is limited to, for example, the fee for the assignment, and that damage caused by the client's own choices falls outside the consultant's responsibility. The difference lies in the difference between a manageable risk and an existential claim.
Honest recommendation
For a consultancy firm, general terms and conditions are not a formality but your most important layer of protection: they anchor the obligation of best effort, limit your liability, and regulate fees and confidentiality. Do not underestimate this — consultancy work, in particular, is susceptible to claims regarding “promised” results.
When do you *not* need a lawyer? If you simply want to understand what general terms and conditions are and how to apply them, this explanation will get you a long way. Standard terms and conditions from a trade association can serve as a starting point. However, as soon as it concerns the actual limitation of liability, a mix of consumer and business clients, or your own tailor-made provisions, it pays to involve a lawyer — one incorrect clause renders the entire agreement voidable.
Want to know more? View the general terms and conditions for a consultancy firm , read how to draft them yourself or what it costs to have them drafted .
Frequently Asked Questions
These are the standard provisions that you apply to all your advisory assignments: the nature of your work (best efforts obligation), rates and payment, limitation of liability, and confidentiality. They form the legal framework surrounding the assignment, not the assignment itself.
No, they are not legally required. However, without conditions, you lack protection against claims, uncertainty regarding rates and payment, and a limitation of liability is missing. For advisory work, they are therefore highly recommended.
As soon as you declare them applicable before or at the conclusion of the contract and the client has had a reasonable opportunity to read them (Art. 6:233 BW). Refer to them in the quotation and provide them as an attachment. Provided too late usually means they are not valid.
This entails that you commit to an expert, careful effort, but do not guarantee a specific result. After all, the outcome of advice depends in part on choices and circumstances beyond your control. This delimitation prevents claims regarding a “promised” outcome.
No. You cannot contract away liability for intent or conscious recklessness, and a clause that excludes everything is easily unreasonably burdensome. However, a limitation to, for example, the fee for the assignment or the amount paid out by your insurer is common and sustainable.
Yes. For consumers, the black and grey lists (Articles 6:236 and 6:237 of the Dutch Civil Code) apply, which prohibit many provisions or constitute an unreasonable presumption. With business-to-business (B2B) clients, you have more leeway, but even then, provisions may not be unreasonably burdensome.
As an advisor, you often have access to confidential business information. A confidentiality clause stipulates that you protect this information, and sometimes also that the client handles your advice and methods confidentially. This builds trust and prevents disputes regarding the misuse of information.
