What are the general terms and conditions for a consultancy firm?
General terms and conditions for a consultancy firm are the standard clauses that a consultancy firm declares applicable to all assignments in which it deploys its knowledge, expertise, and professionals for clients. They govern the legal relationship between the consultancy firm and its clients regarding all matters not defined on a project-specific basis: the nature of the obligation, liability, intellectual property rights to deliverables, confidentiality, protection of own personnel and methods, payment, and termination. Consultancy firms operate in a sector with a unique risk profile: they place professionals with clients who become dependent on their knowledge, deliver products and recommendations upon which strategic decisions are based, and build client relationships closely linked to the individual consultant. All these elements call for general terms and conditions that go beyond a generic set for service providers.
Our lawyers draft custom general terms and conditions for your consultancy firm that align with your business model — whether you work with permanent project teams, seconded professionals, international assignments, or a combination thereof.
What is the legal difference between consultancy and secondment, and why does that matter for your general terms and conditions?
This distinction is of great legal importance and is frequently confused in practice. In consultancy , the agency commits to providing a service or achieving a result — the agency itself determines how the assignment is executed, which professionals are deployed, and how the work is organized. The client has no authority over the individual consultant. In secondment, the agency makes a professional available to the client, who subsequently exercises authority over the professional — he determines what the professional does, when, and how. The professional actually works within the client's organization. This distinction has far-reaching consequences. In the case of secondment, the hirer's obligations under the Waadi Act and chain liability for payroll taxes apply. In consultancy, the question of classification regarding bogus self-employment arises if the consultant is independent. Your general terms and conditions must explicitly classify how the assignment is executed — as consultancy or as the provision of labor — and clearly define the associated legal relationship. Our lawyers advise you on the legally correct classification and the corresponding contract structure.
How do you protect your business against the risks of the DBA Act and bogus self-employment?
Enforcement of the Deregulation of Assessment of Employment Relationships Act (DBA Act) has fully resumed as of January 1, 2025. This has direct consequences for consultancy firms that work with independent consultants — self-employed professionals — whom they deploy to clients. If the Tax and Customs Administration determines that the actual relationship has characteristics of an employment contract — hierarchical relationship, personal obligation to work, wages — then the hirer can be held liable for payroll taxes, employee insurance contributions, and potentially fines. Your general terms and conditions must support the positioning of your consultants as independent contractors by explicitly stating that the consultant works independently, is not in a hierarchical relationship with the client, and is free in the organization of their work. This aligns with the Tax and Customs Administration's criteria but is not sufficient if the actual implementation differs — practice must confirm the contractual classification. Our lawyers review your contract structure and advise you on the risks under the DBA Act.
How do you regulate liability in the general terms and conditions of a consultancy firm?
of liability is critical for consultancy firms because the consequences of an erroneous analysis or flawed advice are sometimes difficult to foresee at the time of the assignment. An implementation error in organizational advice, a faulty market analysis on which an investment is based, or an IT implementation that runs over schedule and causes significant damage—the claim can far exceed the contract sum. Your general terms and conditions must limit liability to the contract sum, or to the amount covered by your professional liability insurance. Consequential damages, lost profits, indirect damages, and damages caused by shortcomings of third parties engaged by you must be expressly excluded. A particular point of attention for consultancy firms is liability for the quality of individual consultants: if a consultant you have engaged fails to meet the client's expectations, you want to limit liability for this to the replacement of the consultant, not to full compensation. Our lawyers formulate a limitation of liability that also holds up in practice.
How do you protect your consultants and client relationships in the general terms and conditions?
Your consultants are your most important business asset. The greatest risks for a consultancy firm are consultants being poached by clients and clients directly contracting consultants without the agency's involvement. Your general terms and conditions must offer protection on both fronts. A non-solicitation clause prohibits the client from employing your consultants or otherwise assigning tasks to them during the assignment and for a certain period after its completion, without the agency acting as an intermediary. A direct contracting prohibition stipulates that the client may not hire the consultant directly or have them hired by a third party, and sets a substantial penalty for violation. The geographical and temporal scope of these clauses must be carefully aligned with what is legally tenable — an overly broad clause is easily declared inapplicable by the court. Our lawyers draft clauses for you that protect your client relationships without exceeding the limits of what is permissible.
What do you regulate in the general terms and conditions regarding intellectual property and knowledge transfer?
In consultancy assignments, the question of who owns the intellectual property rights to the deliverables produced—reports, analyses, models, software, training materials, implementation manuals—is a potential source of conflict. The general rule of the Copyright Act is that copyright rests with the creator: the consultancy firm that produced the deliverable is, in principle, the copyright holder. The client acquires only a right of use for the purpose for which the deliverable was created. Your general terms and conditions must explicitly state that the intellectual property rights to all deliverables remain with the firm and that the client receives a non-exclusive, non-transferable right of use for their own organization. At the same time, the firm must protect its methods, frameworks, and templates : these form the core of your intellectual capital and may not be copied, modified, or made available to third parties by the client. Our lawyers draft an IP clause that protects your deliverables and your underlying knowledge.
How do you regulate international assignments in the general terms and conditions?
Consultancy firms are increasingly operating internationally — Dutch consultants working for foreign clients or vice versa. This raises specific legal questions regarding the general terms and conditions. The applicable law clause is not a given in international assignments: without an explicit choice of Dutch law, a foreign court may consider foreign law applicable, with unknown consequences for your limitation of liability, your non-solicitation clause, and your payment arrangements. The choice of forum clause determines which court has jurisdiction — in international assignments, arbitration at a recognized arbitration institution such as the NAI or the ICC is sometimes more advantageous than proceedings before a foreign court. Furthermore, for consultants performing physical work abroad, local employment and tax regulations apply — the Posted Workers Directive may be applicable. Your general terms and conditions must provide clarity on all these points. Our lawyers draft terms and conditions for international consultancy firms that are effective even in cross-border situations.
What are the GDPR obligations for consultancy firms in their general terms and conditions?
Consultancy firms regularly process personal data of clients — client files, personnel data, financial data — in the context of their services. Under the GDPR , the consultancy firm, acting as a processor, must enter into a data processing agreement with the client, as the controller, when the firm processes personal data on behalf of the client. Your general terms and conditions must specify the conditions under which personal data is processed, the security measures the firm takes, how a data breach is handled, and how long data is retained. It must also be stipulated whether the data processing agreement forms an integral part of the general terms and conditions or is concluded as a separate appendix. If the data processing agreement is missing, you, as a consultancy firm, run the risk of a fine from the Dutch Data Protection Authority. Our lawyers ensure that your general terms and conditions are GDPR-compliant.
What are the most common mistakes in the terms and conditions of consultancy firms?
In practice, our lawyers consistently observe the same shortcomings at consultancy firms. The first is the absence of an explicit qualification clause classifying the assignment as consultancy—and not as the provision of labor—leaving the firm exposed to risks under the Dutch Employment Relationships Act (Wet DBA). The second is a non-solicitation clause that is formulated too broadly and is consequently declared inapplicable by the court. The third is an IP clause that fails to protect methods and templates , merely mentioning the deliverables. The fourth is the absence of a data processing agreement or a reference thereto in the general terms and conditions. The fifth is a limitation of liability that does not expressly exclude consequential damages, causing the limitation to lose its protective effect in the event of a serious claim. And the sixth is the use of the same terms and conditions for Dutch and international assignments without an applicable choice-of-law and forum rule.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your business model, client base, consultant structure (permanent staff, freelancers, or a combination), international activities, and specific risks. Based on this, we draft general terms and conditions for your consultancy firm that are tailored to your situation — featuring the correct contractual classification, a legally defensible limitation of liability, a comprehensive IP and confidentiality policy, a workable non-solicitation clause, a GDPR-compliant data processing policy, and — where relevant — an applicable choice-of-law and forum policy for international assignments. Do you have existing general terms and conditions that you would like to have reviewed? We will assess them on all critical points and draft an improved version. We also advise you on aligning your general terms and conditions with your engagement letters, freelancer contracts, and client procurement terms.
