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What is a maintenance contract? It is an ongoing agreement in which a supplier undertakes to maintain a product, installation, or service for a specified period in exchange for a fixed or periodic fee. Legally, it is usually a mixed agreement: partly a contract for services within the meaning of Article 7:400 et seq. of the Dutch Civil Code for inspection and advice, and partly a contract for work under Article 7:750 of the Dutch Civil Code for the actual repair or replacement. The contract specifies what is to be maintained, how often, at what price, and within what response times.
The short answer
- What: an ongoing agreement for the maintenance of a product, installation, or service.
- Legal: a mixed contract for services and contract for work.
- Core: scope of maintenance, frequency, price, duration, and response times.
- SLA: Agreements regarding service level, response time, and resolution time should be included.
- Goal: certainty regarding availability and a clear allocation of costs and responsibility.
What exactly is a maintenance contract?
A maintenance contract ensures that a supplier keeps something working for the duration of the contract. This can be anything: a heating system, machinery, elevators, software, a vehicle fleet, or a building. The customer pays a periodic fee and receives regular maintenance in return, and often also the right to receive assistance within an agreed timeframe in the event of breakdowns.
The difference compared to a one-off repair order is its ongoing nature. A maintenance contract is a long-term agreement: it applies for a longer period and often renews tacitly. As a result, agreements regarding duration, termination, and price indexation are just as important as the description of the maintenance itself.
The legal nature: a mixed agreement
A maintenance contract can rarely be placed within a single legal category. Usually, it is a mixed agreement. Inspection, checking, and advising fall under the scope of work, as regulated in Article 7:400 et seq. of the Dutch Civil Code, whereby the supplier must exercise the care of a diligent contractor. The actual repair or replacement of parts constitutes a contract for work within the meaning of Article 7:750 of the Dutch Civil Code, aimed at a concrete, tangible result.
For mixed agreements, Article 6:215 of the Dutch Civil Code stipulates that, in principle, the rules of both agreements apply concurrently. In practice, this means that the text of the contract is decisive: the more precisely you define the obligations, the less you need to rely on general statutory rules.
What do you use a maintenance contract for?
Maintenance contracts are found in virtually every industry. They are useful when:
- Continuity is important and downtime costs money directly, as is the case with production machines.
- Safety or legislation requires periodic inspection, for example for elevators or electrical systems.
- Predictable costs are desired instead of unexpected repair bills.
- Specialized knowledge is required that the client does not possess in-house.
SLA and response times
The heart of many maintenance contracts is the service level, often laid down in a service level agreement or SLA. This specifies how quickly the supplier must respond and within what timeframe a malfunction must be resolved. Think of a response time of four hours and a resolution time of the next working day, with a distinction between critical and non-critical malfunctions.
Good SLA agreements make the service level measurable and enforceable. They also regulate the consequences if the supplier fails to meet the agreed times, such as a reduction in the fee. Without clear response times, a maintenance contract quickly becomes an empty promise, because in the event of a breakdown, you cannot enforce a timely arrival.
Preventive and corrective maintenance
Maintenance falls into two categories. Preventive maintenance is planned: periodic inspections and replacements to prevent breakdowns. Corrective maintenance is reactive: repairs when something breaks. A good contract specifies both and clarifies what is covered by the fixed fee and what is invoiced separately, such as major replacements or damage caused by misuse.
A practical example
A bakery with four ovens enters into a maintenance contract with the supplier. The contract covers two preventive inspections per year, a response time of four hours in the event of a breakdown during working hours, and a resolution time of the following morning. Replacement of wear parts is included in the fixed price; major repairs are quoted separately. When an oven broke down on a busy Friday, a technician arrived within the agreed four hours. Because the response time was in writing, there was no dispute, and the bakery was fully operational again on Saturday.
Honest recommendation
You do not need a lawyer for a simple, standard maintenance contract from a supplier with clear terms and limited interests. If the scope of maintenance, the price, and the notice period are clear and you understand the service level, you can perfectly well assess and sign such a contract yourself.
Do seek legal assistance when downtime results in significant damage, when the SLA and response times must be truly binding, in the case of long terms with tacit renewal, or when liability for consequential damages plays a role. This will prevent you from being stuck with a contract that favors the supplier.
Delve deeper with the article on drafting a maintenance contract and read what it costs to have one drawn up. You can find a ready-made template on the maintenance contract.
Frequently Asked Questions
It is an ongoing agreement in which a supplier maintains a product, installation, or service for a periodic fee. The contract specifies what is maintained, how often, at what price, for what duration, and within what response times in the event of malfunctions.
Usually a mixed agreement. Inspection and advice fall under a contract for services (Article 7:400 et seq. of the Dutch Civil Code), while repair and replacement fall under a contract for work (Article 7:750 of the Dutch Civil Code). Article 6:215 of the Dutch Civil Code stipulates that, in principle, the rules of both apply concurrently.
An SLA, or Service Level Agreement, defines the service level: how quickly the supplier responds (response time) and within what time a malfunction is resolved (resolution time), often distinguishing between critical and non-critical malfunctions and the consequences if the times are not met.
Preventive maintenance is scheduled: periodic inspections and replacements to prevent breakdowns. Corrective maintenance is reactive: repairs when something breaks. A good contract specifies both and clarifies what is covered by the fixed fee and what is invoiced separately.
A maintenance contract is a long-term agreement and often renews tacitly. Therefore, pay attention to the duration, the notice period, and the method of termination. For business contracts, statutory protection against tacit renewal does not always apply, so read these provisions carefully.
The contract determines this. Often, periodic inspections and minor wear parts are covered by the fixed fee, while major replacements, damage due to misuse, or breakdowns outside working hours are invoiced separately. Clearly define the boundary here to avoid disputes.
For virtually all. It is particularly valuable when downtime costs money immediately, when legislation requires periodic inspection, when predictable costs are desired, or when specialized knowledge is needed that the client does not have in-house.
