Legal Documents & Contracts

General terms and conditions facilitate the conclusion of contracts. This is not only because you do not have to draw up new general terms and conditions for each agreement, but also because the general terms and conditions are accepted as a whole. This means that when someone enters into an agreement with you, he or she automatically accepts your terms and conditions (provided the conditions are not explicitly rejected). In addition, general terms and conditions ensure that both parties know where they stand. Because difficult situations are regulated in the general terms and conditions, conflicts and the associated costs can be limited as much as possible. The most important example of this is limiting liability.

How do I use these general terms and conditions in practice?

To use the general terms and conditions, you only have to declare them applicable and hand them over (this can also be done by e-mail) to the person with whom you are entering into the agreement. When you are agreeing to a deal with a customer, either include a document with your terms and conditions or link to a website where the customer can find your conditions. Besides that, we recommend you to give the customer the ability to download the terms and conditions in pdf format from your website (if you have one). If you are signing a a contract with a customer, attach the terms and conditions as well. It can also be helpful to refer to your terms and conditions in the invoice. Usually you include this in the footer with the rest of your company details.

What language should the terms and conditions for my business in the Netherlands be?

In the Netherlands this is usually Dutch or English, preferably both. Obviously this depends on your customers. If they are Dutch, it makes sense to have Dutch terms and conditions. If your clients are international and some of them Dutch, English terms usually suffice. If you decide to purchase these terms and conditions for services, you will receive a custom-made Dutch ánd English version.

Can these terms and conditions be used internationally?

Terms and conditions are part of contract law, so private law. Every country, even within the EU, has its own private law rules and norms. Therefore, these general terms and conditions for services are for businesses registered in the Netherlands. This, however, does not mean that you cannot use them when your Dutch business is dealing with foreign clients. In fact, we highly recommend you to make sure that your terms and conditions apply to all your dealing with Dutch and international clients, and not the terms of your customer.

Terms for online retail of physical products is to some extent different than terms & conditions for services. These terms and conditions are designed for online retail of material objects: something you can physically hold. A service is something that someone does or organizes for you, such as a haircut at the hairdresser, the delivery of a flight or a subscription to TV and internet.

These custom tailored webshop terms and conditions will arrange:

• agreements about the reflection period;
• who pays the costs for the return;
• agreements about liability;
• agreements about possible login details;
• agreements regarding the price and payment of your products or services;
• where your customers can turn to for complaints;
• mandatory agreements that protect your consumers.

Do I need terms and conditions for e-commerce?

Yes, if you sell products or services online you should have these terms and conditions in order. If you are not selling online, we refer you to our general terms and conditions.

Key Matters & Liability

Liability: The conditions, at a minimum, state that you are not liable for indirect damages, such as lost revenue. Additionally, you can further limit your liability as an extra precaution for yourself.

Cooling-off Period: Consumers have the legal right to trial products or services they purchase online for a period of 14 days. During this period, they may cancel the agreement free of charge. You can further shape the terms of this right in your online shop conditions.

Cost of Return: We’ll include in your terms and conditions whether the customer covers the cost of returning a product, or if you bear these costs.

A non-disclosure agreement, also known as a NDA, is an agreement in which the parties agree that they will keep certain information secret. If you are doing business in the Netherlands, you might need one when you are presenting your plans to an investor or other parties that you want to share your ideas/plans with.

The contract determines which information is and which information is not covered by the confidentiality obligation. The non-disclosure agreement states that the party receiving information from the other party may use this information only for the purpose for which it is provided. A NDA can be a one-way agreement or mutual.

Breach of Agreement

When one party breaches the confidentiality laid down in the agreement, that party will be liable for the damages that the other party suffers as a result of disclosing that information. However, in practice it is often very challenging to determine exactly what these damages consist of. Therefore we recommend you to include a clause in the contract about a standard fine (penalty clause) in case the agreement is breached. This fine should be substantial to make sure that parties do not even consider breaching the agreement.

If your company hires an employee or you want to employ yourself in your company, you should have an employment contract in place. This agreement contains among other things the terms to end the agreement, employment right such as sick days and vacation days and other special agreements such as compensation for a lease car.

FAQ about Employment contract in the Netherlands

The employment contract is also one of the most heavily regulated ones. An employer is not allowed to put whatever clause in the agreement. Instead, labour laws are strict and first and foremost protect the worker. The employment contract should not cross with the Dutch civil law. Neither should it deviate from the collective labour agreement (CAO) that applies to many industries in the Netherlands.

Most important things arranged:

• Salary: As an employer, you must withhold taxes from the salary of your staff. In the contract you determine the gross salary of the employee.
• Vacation time: Every employee is entitled four times the average number of hours worked per week. A full-timer is therefore entitled to at least 20 vacation days.
• Sick days: If an employee cannot work because they are sick, they are still entitled to a salary.

Probation Period & Transitions

The probationary period is a maximum of 2 months for permanent contracts.Changing the employment contract during the probationary period can be seen as abuse of the probationary period. However, there is some jurisprudence that could work in your favour. If the employer terminates during probation and the employee asks for a second chance, a new fixed term contract may be offered if requested by the employee.

Secondary Employment & Study Costs

Employee study costs: If an employee takes compulsory education, this training must be offered free of charge. No training costs clause may be agreed for compulsory training. Furthermore, the training time must be regarded as working time. These rules do not apply to non-compulsory training.

Secondary employment: A general ban is no longer possible. The employer may only refuse ancillary activities if there is an objective reason, for example if they are not compatible or violate the Working Hours Act.

(Un)predictable working hours: Employers must provide employees clarity about the days and times when they can be scheduled. Employees with unpredictable work patterns can request a more predictable schedule; employers must respond within a month or the request is granted.

Paid Parental Leave Law

Currently, working parents in the Netherlands are entitled to 26 weeks of unpaid parental leave. From 2 August, nine of the 26 weeks will be partly paid (UWV benefit equal to 70% of wages) if taken during the child’s first year of life.

Pension Agreement

Either the benefit agreement (pension benefit based on average or final salary) or the premium agreement (fixed contribution plan) applies. Capital agreements are uncommon.

The contractor agreement arranges the terms under which a contractor works for a client. The contractor performs work for the benefit of the client. The contractor is not subordinate to the client and there is no question of an employment contract.

What the agreement addresses:

• the type of work that the contractor will perform;
• the duration of the assignment agreement;
• the hourly wages or a fixed amount for the entire assignment;
• confidentiality obligation; intellectual property rights.

FAQ: When do you need a contractor agreement?

A contractor agreement is needed when you need the professional services of an expert, but you do not want to hire this person as a employee. This can be consulting, web development, cyber security or any other business project. It is vital to define what happens if either party wants to end the agreement and who owns the intellectual property rights to information created during the course of the contract.

An internship agreement is a contract between a company and an intern. The intern performs work activities under the supervision of the host company to gain practical experience as part of their education or training program.

• Not an Employment Contract: Interns don’t receive a salary but may get a limited stipend.
• Intellectual Property Rights: Specifies who owns any intellectual property created during the internship.
• Confidentiality: Must include clauses to protect trade secrets and proprietary information.
• Additional Terms: Duration, working hours, and termination conditions.

In the case of a fixed-term employment contract of at least 6 months, as an employer, you are legally obliged to notify in writing at least 1 month in advance whether you will extend the employment contract. If the contract is extended for a fixed term, there is a limit to the number of fixed-term contracts (maximum 3) and a time limit (maximum 36 months).

What you accomplish:

Notification: Meets the legal obligation to notify about termination or continuation.
Outstanding Vacation Days: Vacation days are included in the letter, providing a clear overview.

FAQ: We always recommend discussing with your employee in person first. If the employee has vacation days left, you must pay them out or enable them to take the days before the last day of work.

The management contract regulates the relationship between a manager and a BV limited liability company. In practice this is often used in a so-called BV holding structure. In that case, there is a holding BV which holds part or all of the shares in an operating BV. The holding BV is owned by the natural person behind the company (the founder, UBO). The holding BV company performs management tasks for the operating BV. That relationship is laid down in a management agreement. The manager (the holding) sends invoices for its work to the operating BV.

When do I need a management contract?

Mostly used in a holding structure, where the holding companies performs management activities for the operating company. This “manager” (the holding) does not receive a salary, but a management fee. The company does not have to withhold wage taxes from the management fee. In practice, the holding BV that is the manager, will in turn employ its owner using an employment contract.

Untaxed Fees & Salary

The operating bv ‘hires’ the holding bv for ‘management services’. The holding sends an invoice (usually a monthly charge). This fee in itself is not subject to employment/income tax, but could lead to corporate income tax in the holding. The main director/shareholder will take out a salary from the holding rather than from the operating company. The salary needs to be reasonable.

Additional Provisions

Includes confidentiality and non-compete clauses. If the contract is simply for your own use in your holding structure, these kinds of provisions are usually not necessary.

The shareholders’ agreement is one of the most important contracts in the Dutch BV. This contract determines the most important agreements between the shareholders covering leaving, voting, and deadlocks. It is a private agreement between shareholders distinct from the public deed of incorporation.

Expert Insight: Box 1 vs Box 2 Taxation

In the Netherlands, owning 5% or more of shares puts you in Box 2 (substantial interest). Owning less falls into Box 3. If shares are seen as a "reward" for work, the Tax Authorities may tax them in Box 1 (income from work) at rates up to 49.5%. To avoid this, we use Reverse Vesting: it ensures you own the shares upfront (Box 2), but must return them if you leave, avoiding the "income" trap of Box 1.

Key Clauses & Deadlocks:

• Deadlocks: Solved through mediation. "Disputes... will first be tried to be resolved by the Shareholders... if proved impossible, the matter will be settled using a certified mediator."
• Bad Leaver: Forces a share sale if a shareholder commits misconduct.
• Drag-along & Tag-along: Protects majority and minority interests during a company sale.
• Reversed Vesting: Shareholder must return shares if they leave early.
• Breach Sanctions: Options range from selling at nominal value (harsh) to selling at fair value (softer).

Relevant for partners in a general partnership (VOF). Highly recommended, as without a partnership agreement, Dutch law will apply: each partner is entitled to an equal share of assets and profits, and partners are jointly and severally liable for all debts.

Distribution & Non-compete:

Includes non-competition clauses (typically 2 years max) and clear distribution rules for result/goodwill. It also includes an exclusion clause to allow for the forced departure of a non-performing partner without dissolving the entire entity. If a partner leaves without an agreement, you must try to negotiate, seek legal advice, or consider mediation.

The law states that shareholders must meet at least once a year (AGM). The shareholders must be invited in a timely manner. The notice handles place, date, agenda items, and preparatory documents like annual accounts submitted for approval.

Before final investment formalization, a term sheet outlines agreements on investment amount, share interest, and investor participation. It is nonbinding but helps create common ground and speeds up definitive agreement drafting.

• Drag-along: Holders of majority shares can force minority sale to a third party.
• Tag-along: Minority shareholders sell at the same price as the majority.
• Must-offer: Requires a shareholder to offer shares to other shareholders first.
• Anti-diluting: Protects existing shareholders from dilution when new shares are issued.
• Pre-emptive right: Right to maintain proportional ownership by subscribing first to new shares.

Contains agreements about investment in a BV, including contribution amount, share ownership rights, voting rights, and company management approval thresholds. Designed to safeguard the interests of specific shareholders.

Arranges legal aspects of a business loan, including amount, interest (often a tax obligation), and repayment terms. Includes options for security like a Mortgage (via notary) or a Pledge on goods. Pledge rights allow you to sell goods publicly to repay the loan if it is not repaid.

Records borrowing between yourself and your BV or between holding and operational companies. Keeps things "business-like" for the Tax Authorities to avoid fiscal complications.

A loan that converts into shares later, ideal for startups. Includes agreements on Euribor rates vs. fixed interest to follow market developments. Euribor is determined by supply and demand across European banks and is influenced by economic growth and inflation.

Outlining the understanding between parties before a legally binding sale agreement. Helps create clarity between buyer and seller and makes it easier to draft the final sale agreement.

The GDPR has changed the way that businesses process data from EU citizens. If you are a business owner who collects, uses and/or stores data from EU citizens, then you need to be aware of GDPR and what it means for your business.

What is GDPR and why was it introduced?

Put into place in 2018, its purpose is to protect the data privacy of EU citizens. It applies to any business that processes the data of EU citizens, no matter where the business is located. Fines can reach €20 million or 4% of global turnover.

What is personal data?

1. Regular data: Name, address, identification numbers, and social media identifiers.
2. Sensitive data: Information that could discriminate or pose risk, including religious beliefs, health information, and sexual orientation.

10 Tasks for Compliance:

• DPO: Appoint a Data Protection Officer if processing large amounts of sensitive data.
• PIA: Perform a Privacy Impact Assessment for current/new projects.
• Register: Maintain a register of all processes involving personal data. Must be available to authorities.
• Security: Encrypt data and use secure passwords to protect against malware/ransomware.
• Inform Customers: Disclose cookie use and provide clear data rights information.
• Breaches: Procedures for responding to and notifying affected individuals of data breaches.

Businesses processing personal data are required to provide information about their privacy policy. Covers usage, third-party sharing, and retention (e.g., 7 years for tax records). You must inform the data subject before obtaining their data. A privacy policy is usually placed in the footer or during checkout.

Needed when external processors handle your data (payroll, hosting). Covers purpose, liability, and confidentiality. It must address data transfers outside the EU/EEA, ensuring adequate level of protection through encryption.

Legally required by the Cookie law and GDPR. Ensures visitors are informed about tracking cookies. Functional cookies are exempt from permission but must still be reported. Webshops generally require a banner for explicit consent.

Suitable for office spaces, factories, or showrooms (Art 230a). In the Netherlands, these are typically created for five-year terms. Landlord handles major maintenance (exterior), while the tenant handles small internal repairs. VAT is optional. The landlord is responsible for setting rent, and the tenant for paying on time; otherwise the landlord has the right to evict.