General terms and conditions only protect your business if they form part of the agreement, were made available in good time and hold up in terms of content. A link at the bottom of your invoice is usually too late for this. Send the correct version with your quotation, record that the terms apply and keep proof of what your client received before accepting.
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For a self-employed professional (zzp’er) or SME business owner, this involves concrete risks: a client does not pay, cancels just before the start, claims consequential loss or puts forward its own purchasing conditions. Well-designed terms help to limit that discussion in advance. They do not replace the arrangements about the assignment itself. It is precisely the combination of a clear quotation, appropriate terms and a careful sales process that determines your position.
What are general terms and conditions
General terms and conditions are clauses drafted for use in multiple agreements. Think of provisions on payment, complaints, liability, force majeure and termination. Clearly worded arrangements on the core of the performance, such as the specific product and the price, in principle fall outside this statutory definition. It does not only matter where a provision appears: a standard clause in a quotation can also be a general term and condition.
A text therefore does not automatically become an individually negotiated arrangement because you place it above the signature. If you use the same liability clause as standard with every client, the law on general terms and conditions may continue to apply to it. Conversely, a specifically discussed price arrangement calls for a different assessment. The statutory principles are set out in Article 6:231 of the Dutch Civil Code (BW) and the provisions that follow it.
General terms and conditions are not a legal requirement for every business. A trade association, professional regulation or insurer may, however, impose requirements. Even without an obligation, they are often useful. A photographer has different risks from an installer, software developer or consultancy. A template that suits a webshop does not automatically deal with the copyright or delivery of a bespoke assignment.
The three questions you must answer first
When relying on general terms and conditions, three separate questions arise. First: has the other party accepted that they apply? Second: was it given a reasonable opportunity to read their content? Third: is the specific clause acceptable in terms of content? A signature may be relevant to the first question, but does not automatically remove debate on the other two.
The other party does not need to have actually read every article in order to be bound. Article 6:232 of the Dutch Civil Code takes account of this. You cannot, however, simply argue that someone should have searched for a text that was never properly made available. The duty to provide information remains a separate protection, subject to exceptions laid down by law and developed in case law.
That distinction is also of practical importance in a dispute. If the client says your terms were never agreed, you look for the quotation and the acceptance. If the client says the attachment was missing, you look for proof of sending and the original message. If the client finds your limitation of liability unreasonable, you must assess the clause itself and the circumstances.
When must you provide the terms
The safe starting point is that the client receives the terms before or at the time the agreement is concluded. With a quotation sent by e-mail, you therefore attach the terms as a PDF and refer in the quotation to exactly that version. You do not wait until the first invoice, the delivery or the moment a dispute arises.
Suppose a designer sends a quotation on Monday, receives acceptance via WhatsApp on Tuesday and sends the invoice with the terms on Friday. The agreement may then already have been concluded on Tuesday. That later sending does not automatically make the terms on the invoice part of the existing assignment after all. A later addition requires its own legal basis, for example consent.
With an existing client, you may not assume without limit that every new version applies either. Previous familiarity with terms may be relevant, but does not prove that a substantially amended version has also been agreed. Keep a record of which terms belong to which assignment. This prevents you from submitting the current PDF in proceedings while a different liability cap applied when the agreement was concluded.
Providing the terms digitally in a usable way
When the terms are made available electronically, the client must be able to store them and consult them later. An accessible PDF attachment is practical for this. A clear direct download link may also work in some circumstances. Check that the link works without an account, error message or expired access, and that the relevant version remains recognisable.
If the agreement is not concluded electronically, Article 6:234(3) of the Dutch Civil Code imposes an additional requirement for the electronic route in paragraph 2: express consent. In addition, a special statutory information route exists for certain service providers. Which route is available depends on the services and the process by which the agreement is concluded. A single general instruction such as ‘a link is always sufficient’ is therefore too crude.
If you have a paper contract signed at the table, you can simply hand over a paper copy of the terms. If you have documents signed digitally, you can offer the contract and the terms in the same file. Make sure your working method is in line with the law and that the system used can record the attachments, version, time of sending and consent.
Are publication on a website and filing enough
The fact that terms are on your website does not yet prove that the client was referred to the correct text before accepting. A general footer link is weaker than a clear reference in the quotation with a directly accessible version. Do not leave the client guessing which terms from a collection of documents on your website are meant.
Filing the terms with the Chamber of Commerce (KVK) or the court can help to fix a version or make it available for consultation. It does not simply replace timely provision. The statutory fallback route for situations in which handing over the terms is not reasonably possible has its own conditions. So do not use filing as a standard argument for never sending anything. Ondernemersplein, the government’s information portal for businesses, explains the use and provision of terms.
Which terms prevail when there are two sets
A common business problem arises when your quotation refers to sales conditions and the client, when accepting, refers to its purchasing conditions. Article 6:225(3) of the Dutch Civil Code provides a starting point for this: the second reference has no effect unless it expressly rejects the applicability of the first set of terms. The exact order and wording are therefore important.
That does not mean that the party that first places a link somewhere always wins. It must first be established which messages count as the offer and the acceptance. An explicit rejection of your terms may mean that no agreement has yet been reached, or that a new offer is being made. Anyone who then starts work without responding may create a complicated dispute about evidence.
Resolve this clash before the start. Record which set applies and which deviations have been agreed. Consider a separate annex setting out only the deviations that were actually discussed. State the order of precedence between the description of the assignment, specific arrangements and the general terms and conditions. A clear order of precedence prevents two documents from prescribing different payment terms or liability limits.
Which provisions deserve the most attention
For self-employed professionals and SMEs, arrangements on the scope of the work, additional work, payment, cooperation by the client, delivery and liability are particularly useful. Also describe what happens in the event of delays caused by missing information. A client that supplies necessary files weeks late must be able to understand what this means for planning and costs.
Payment involves more than a payment term. Agree when you invoice, whether an advance payment is required and how disputed amounts are dealt with. A clause that automatically excludes every objection may be legally problematic. Distinguish between the obligation to report complaints in time and the question of whether the invoice is actually owed on its merits. In a specific dispute, also read about a disputed invoice.
A limitation of liability clause must be in line with the insurable risks and the assignment. Simply writing that you are ‘never liable’ is not a solid solution. Think of a reasonable maximum amount, the significance of an insurance payout and clearly defined categories of loss. Also check whether warranties or indemnities elsewhere in the contract undo the limitation.
For creative and digital assignments, rights of use, source files and the transfer of intellectual property are often essential. With a subscription, the term, renewal and termination are important. With physical goods, retention of title may be useful. A provision that serves no purpose for your business model mainly makes the text longer and may create unintended expectations.
If you supply goods on credit, check whether your retention of title fits the delivery process and whether the goods remain identifiable. A clause in your terms only helps if it has been validly agreed and works in the specific situation.
A penalty clause requires a clear principal obligation, method of calculation and relationship to damages. Also check whether a prohibition on set-off or suspension genuinely fits the commercial allocation of risk.
Self-employed professionals and SMEs are not automatically consumers
A business owner who contracts for their business does not automatically receive the same protection as a consumer. The black and grey lists in Articles 6:236 and 6:237 of the Dutch Civil Code apply directly to the consumer contracts referred to in them. For a business purchase, for example, there is no automatic general cooling-off period of fourteen days.
Small business owners may, however, in certain circumstances derive protection from the general test for unreasonably onerous clauses. In that context, the consumer lists may be given significance, often referred to as the reflex effect. This is not an automatic exception for everyone with few staff. The nature of the business, the transaction and the expertise involved are taken into account.
Article 6:235 of the Dutch Civil Code also contains restrictions on who can invoke the grounds for annulment. This may concern, among others, certain legal entities and larger counterparties. So do not conclude without investigation that every small bv can invoke all the protective rules. The legal form, publication position and other statutory criteria deserve separate checking.
When can a clause be annulled
Under Article 6:233 of the Dutch Civil Code, a clause may be voidable because it is unreasonably onerous or because insufficient opportunity was given to take note of the terms. Voidability is something other than the simple statement that ‘the whole contract is invalid’. Often the assignment remains in place while a specific clause loses its effect.
Anyone wishing to annul a clause must make sufficiently clear which provision and which ground they are relying on. Do not wait unnecessarily. Time limits apply to annulment and other remedies, and when they start to run may differ from case to case. In addition, reliance on a clause may be unacceptable according to standards of reasonableness and fairness. That assessment, too, depends on the specific circumstances.
A very short complaints period, an unlimited power to change prices or a one-sided allocation of loss therefore calls for a review of the substance. At the same time, an unfavourable arrangement is not invalid for that reason alone. Business parties have room to allocate risks. Examine what was actually agreed, how the clause was presented and whether the other party can invoke protection against it.
A workable process for your business
Set up one fixed quotation workflow. Use recognisable file names, state a version date and attach the correct PDF automatically. Let employees know that they may not make divergent promises without consultation. Keep the message sent, including attachments, and the acceptance received in the same client file.
At the start of an assignment, check whether the client has mentioned its own terms. Record deviations in writing before you spend hours or order materials. If the assignment changes later, also confirm which terms continue to apply to the additional work. A new project is a good moment to correct outdated arrangements, but not to quietly rewrite old risks.
A useful test question is: could someone who was not involved in the sale reconstruct within ten minutes what was agreed? If not, your file probably relies too heavily on memories. Legal protection starts here with a reproducible administrative process, not with the length of the terms.
Example of a reference in a quotation
For a business quotation, you could use this wording as a starting point: ‘Our general terms and conditions, version [date], apply to this quotation and to the agreement arising from it. They are attached as a PDF. The deviations specifically agreed in this quotation take precedence.’ Adapt the text to your documents and sales process.
This reference is not a complete set of terms and does not resolve an express rejection by the client. Only use it if the intended attachment is actually included. With a digital acceptance, make sure it is recorded which version of the quotation the consent relates to. If attachments are missing or have changed, ask again for clear confirmation before you start.
Also check what happens after acceptance
A correctly sent PDF is of little help if your day-to-day working method creates different expectations. Make sure your sales, project administration and invoicing therefore tell the same story. Do the terms state that only additional work approved in writing will be carried out, while your employees keep promising orally that something will be included free of charge? Then it is precisely the gap between paper and practice that gives rise to disputes.
Take a fictitious consultancy that uses three versions of its quotation. The first mentions an advance payment, the second a payment after delivery and the third refers to a superseded terms file. Do not only keep the document that was ultimately signed; also record which earlier proposals it replaced. When accepting, specify which attachments make up the complete agreement. You can read more about this under accepting a quotation by e-mail or WhatsApp.
In addition, schedule a review when your services change. If you move from one-off assignments to subscriptions, the focus shifts to renewal, termination and access to data. If you start using staff or subcontractors, check the arrangements on performance and liability. For this, also read how to limit liability in a business contract. A short review when such a concrete change occurs is often more useful than introducing a completely new template every year for no particular reason.
Frequently asked questions
Does my client have to sign the general terms and conditions?
A separate signature on every page is not usually required. The applicability must, however, have been accepted and the duty to provide information must have been complied with. A well-recorded digital acceptance can be useful for this. Always keep the terms that were available at the time of that acceptance, not just the version that is online today.
Are terms on an invoice valid?
If the agreement was concluded earlier, the first reference on the invoice is usually too late to make the terms apply after all. Previous arrangements, an existing business relationship or later consent may have an influence. So assess the entire file and, for new assignments, rely on providing the terms in good time with the quotation.
Can I copy another company’s terms?
That is unwise. The text may be protected by copyright and may not fit your services, insurance or client group. You may also take on obligations that you cannot fulfil. Use a suitable template as a starting point and, above all, have the allocation of risk, applicability and practical implementation assessed.
May I amend my terms in the meantime?
A new version on your website does not automatically change existing contracts. Examine whether there is a valid amendment clause, what notice is required and whether consent or an option to terminate must be offered. Additional restrictions apply to consumers. Keep a clear record in your administration of which version applies to ongoing and new assignments.
Can Dutch terms be used for foreign clients?
They can, but language, the applicable law, the competent court and international treaties deserve attention. A choice of Dutch law does not solve every cross-border problem. In international sales, for example, the Vienna Sales Convention may be relevant. Make sure the client can actually understand and receive the terms.
What if my client rejects my terms?
Do not proceed without consultation. Discuss which provisions genuinely present an objection and confirm the agreed solution. Sometimes a short schedule of deviations may be sufficient. Starting while both parties hold on to their own set increases the risk of a costly dispute about liability, payment or termination.
Have your terms and working method assessed together
Do you have general terms and conditions, but are you unsure whether they actually apply to your quotations? Then gather your template quotation, terms, acceptance process and insurance conditions. Arslan Advocaten can assess how these documents fit together and where your business is running unnecessary risks. See our assistance with business law for entrepreneurs or get in touch to discuss your situation.
Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the Netherlands Bar’s register of specialist areas for employment law and personal injury. Content reviewed on 12 September 2026 against the statutory text on wetten.overheid.nl and the cited judgments on rechtspraak.nl.
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