An unexpected business energy contract is not automatically invalid. First examine whether an agreement was concluded, who had authority and what exactly you confirmed. A telephone call, a digital acceptance, a power of attorney and subsequent payments can each provide evidence. If you were given incorrect information, that calls for a targeted assessment of those statements and their influence on your decision.
Nederlands: Lees dit artikel in het Nederlands: Zakelijk energiecontract telefonisch afgesloten of misleid door een tussenpersoon
Türkçe: Bu makaleyi Türkçe okuyun: Telefonla kurulan veya bir aracı tarafından yanıltılarak yapılan ticari enerji sözleşmesi
Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury.
The first step is to request the complete contract file. Simply saying that you did not sign anything is often insufficient, because many business agreements can come into being without a signature on paper. Conversely, a contract confirmation sent by the supplier itself does not in itself prove that you agreed to it.
Which situation applies to you?
Distinguish between four questions. Do you deny that you ever agreed? Did an intermediary act outside the scope of its authority? Did you agree, but on the basis of incorrect information? Or was the contract in fact for your home, with the supplier wrongly relying on business rules?
These questions have different legal consequences. An agreement that never came into being calls for a different response from an agreement that you wish to annul on the grounds of mistake. Notice of termination, rescission and annulment are not the same thing either. An ill-considered letter in which you merely give notice may create uncertainty about the very defence you want to raise.
So first describe the facts in chronological order: who called, which name was used, what offer was made, which buttons did you click and what did you receive afterwards? Also note when the old supplier confirmed the switch and when you first objected.
Ask for evidence of the entire sales process
Ask the party demanding payment for the full recording and not just the last part in which a confirmation is given. Also ask for the quotation, the version of the digital form, the confirmation emails, any available acceptance records and the terms and conditions that applied when the contract was concluded. A single audio recording without context may give an incomplete picture.
Check whether the offer was sufficiently clear about:
- the identity of the supplier and the intermediary;
- the contracting party on your side;
- the address and the connection;
- rates, term and start date;
- any termination fee;
- the way in which the general terms and conditions were made available;
- what you actually had to confirm.
Keep your own emails and messages in their original form. A screenshot is useful, but original files with sending details may provide more clarity. Also do not delete messages in which you discuss payment: they may be relevant to how your earlier conduct is interpreted.
Did the intermediary have to ask for permission?
The content of the power of attorney is important. Was the intermediary only authorised to request quotations, or also to conclude an agreement on your behalf? Was there a maximum amount, a maximum term or a requirement of prior consent? Compare the agreement actually concluded with those limits.
That does not automatically settle the relationship with the supplier. In certain circumstances, a supplier may rely on justified reliance on the intermediary’s authority. Your own statements and conduct may also be relevant in that respect. The dispute with the supplier and a possible claim against the intermediary must therefore be examined separately.
This is illustrated by ECLI:NL:RBNHO:2026:5005. A hospitality business argued that the intermediary had concluded a multi-year contract without adequate permission. The court held that, in the circumstances, the supplier was entitled to rely on the intermediary’s authority. The contract confirmation and the payments in the first year were relevant in that regard. The business remained bound by the contract.
This judgment does not establish a rule that an energy intermediary always has authority. It shows that the power of attorney as well as the complete communication and performance of the contract must be examined.
When is there misrepresentation or mistake?
A disappointing contract has not automatically come about through misrepresentation. Identify which statement was incorrect, who made it, when that happened and why that information was decisive for your acceptance. Think of a misrepresentation of the term, an incorrect statement that the caller represented your current supplier, or a promise about costs that does not match the contract.
In the case of mistake, the requirements of Article 6:228 of the Dutch Civil Code and the circumstances of the case play a role. Also examine what information you yourself received, what questions you asked and whether a circumstance should remain for your own account. Different requirements apply to fraud. Not every lack of clarity justifies the same legal conclusion.
Compare the recording with the written offer and the confirmation. An important restriction may be in the small print while something else was said on the telephone. Even then, it is necessary to assess what was agreed and which legal remedy is appropriate. For the general route, read about annulling an agreement on the grounds of mistake or fraud.
Was the energy actually for your home?
Registration with the Chamber of Commerce (KvK) does not make every agreement a business agreement. A person who concludes an agreement outside the course of his or her profession or business may be acting as a consumer. In the case of an energy contract for a home, the actual use and the circumstances in which the contract was concluded must therefore be examined. Mixed use requires a closer assessment.
The ACM (the Netherlands Authority for Consumers and Markets) has a sample letter for an energy contract wrongly treated as a business contract. In it, the ACM explains that registration in the Trade Register alone is not enough to assume that someone acted in a business capacity. For consumers, additional rules on written consent and a cooling-off period may apply to telephone sales. The precise application depends on the way in which the contract was concluded.
So do not automatically include consumer rules in a letter about a genuine business contract. Conversely, you do not have to abandon a consumer defence merely because a salesperson entered your KvK number on the form.
Is there a cooling-off period for a business contract?
For a genuinely business agreement, there is generally not the same statutory cooling-off period as there is for consumers in distance contracts. Sometimes the supplier has voluntarily agreed to a cooling-off period. Check the terms and conditions and the offer. Specific energy rules and the customer category may also be relevant to the further assessment.
Do not confuse a cooling-off period with the right to challenge an agreement because of a defect in its formation. Even after a cooling-off period has expired, a specific legal defence may exist. That does not mean you can wait indefinitely. Evidence becomes harder to obtain, other time limits may be running and your conduct after discovering the problem may be relevant.
What does a case about digital acceptance show?
In ECLI:NL:RBAMS:2026:7115, a business owner denied having concluded an energy contract. The supplier substantiated the digital contracting process with, among other things, confirmations. Later communication about payment also played a role. The court allowed the claim for payment.
A useful defence must therefore address the specific details. Whose telephone number was it? Who had access to the email address? Which confirmation was received? What reply was given? A targeted challenge is substantively stronger than a general denial that does not engage with the documents submitted.
How do you prevent the dispute from escalating?
Dispute the correct element in writing and ask for the missing documents. State whether you are challenging the conclusion of the contract, the authority, the validity, the term or the calculation. Make sure the wording matches your position. Make separate arrangements about ongoing supply and payment; a letter of protest does not automatically prevent disconnection, debt collection or a switch.
If the supplier has imposed a termination fee, assess it alongside the dispute about the formation of the contract. See terminating a business energy contract. If an incorrect bill is also involved, record the dispute about consumption and rates separately, following the route for business energy bills.
If you receive a summons or an announced interruption of supply, the next deadline is decisive. Do not let it expire while you are waiting for a recording. Through its corporate and commercial law practice, Arslan Advocaten can assess the file and prepare a response, negotiation or proceedings with you. Agree in advance which work and costs this involves.
Frequently asked questions
Surely there cannot be a contract without a signature?
Many business contracts do not require a signature on paper. Offer, acceptance, authority and any formal requirements must be assessed separately. Also read about acceptance by email or WhatsApp.
Can I hold only the intermediary liable?
That depends on the problem. Being bound towards the supplier and the responsibility of the intermediary are different questions. Sometimes both relationships need to be examined.
Does making a payment mean that every defence lapses?
No. Payment may, however, be a relevant circumstance when assessing your conduct and knowledge. Explain why you paid and when you discovered the problem.
May I ignore the confirmation email if I do not agree?
That is unwise. Respond specifically as soon as possible, keep your response and have it assessed which further steps are needed.
Sources and legal basis
- ACM sample letter for annulling a business energy contract within the cooling-off period.
- District Court of Amsterdam, 10 July 2026, on the formation of an energy contract concluded digitally (ECLI:NL:RBAMS:2026:7115).
- District Court of North Holland, 8 April 2026, on being bound and a disputed authority in a business energy contract (ECLI:NL:RBNHO:2026:5005).
Corporate and commercial law at Arslan Advocaten. This article is revised when the law changes. Last updated: 19 September 2026. General information is not legal advice on your own situation.
