Contract checklist: what to check before you sign in the Netherlands

The short answer

Before signing a Dutch business contract, check ten areas: the parties, the scope, price and payment, liability, term and termination, intellectual property, confidentiality, general terms, governing law and who signs. Watch the payment term in particular: when a large company pays an SME or freelancer, any term longer than 30 days is void (Art. 6:119a(6) Dutch Civil Code).

Key takeaways

Ten sections cover almost every business contract, from the parties to the signature
A large company may not agree to pay an SME or freelancer later than 30 days
When general terms clash, Dutch law applies the first reference, not the last
Many Dutch bv's can no longer void general terms afterwards, so read before you sign
Without a written transfer, copyright stays with the freelancer or supplier

A contract checklist does not replace a lawyer, but it is the difference between signing on trust and signing with your eyes open. Most contract problems that end up on a lawyer's desk are not in what the contract says, but in what it leaves out: no cap on liability, nothing on additional work, no transfer of copyright. The iusmatch contract checklist lists the 51 points an experienced lawyer looks at, in ten sections, each with one line on why it matters and which article of Dutch law governs it. It is written for founders, SMEs and freelancers in the Netherlands, including those used to contracts from the UK or the US, and you can download it free as a printable PDF.

Key figures

30 days. The maximum payment term when a large company pays an SME or freelancer. A longer term is void, even in the client's purchasing terms (Article 6:119a(6) Dutch Civil Code).
60 days. The longest payment term businesses can generally agree freely. Longer is only allowed if expressly agreed and not grossly unfair (Article 6:119a(5) Dutch Civil Code).
€40. The minimum collection costs on a late business invoice, owed without a reminder, which cannot be contracted away to the creditor's detriment (Article 6:96(4) Dutch Civil Code).
The first reference. When both parties refer to their own general terms, the terms of whoever referred first apply, unless the second party expressly rejects them (Article 6:225(3) Dutch Civil Code).
50 people. If your business employs 50 or more people, or your company has already published annual accounts, you can no longer void general terms under Articles 6:233 and 6:234 Dutch Civil Code (Article 6:235(1)).

What should you check in a contract before you sign?

You check ten areas, in this order: who the parties are, what exactly is delivered, price and payment, liability and indemnities, term and termination, intellectual property, confidentiality and data, the general terms and conditions, governing law and disputes, and who signs. The order is deliberate. It is how a lawyer works through a business contract: first establish who you are contracting with, then what you agree, then what happens when things go wrong.

Most of the risk sits in three areas. Liability decides how large your loss can get. General terms (algemene voorwaarden) often matter more than the contract itself, because liability, payment and termination are in their small print. And scope is what most disputes are about: not money, but what was actually agreed. A Dutch court interprets a vague description by what the parties could reasonably expect from each other, not only by the literal wording, which is one of the bigger surprises for anyone used to English contract law.

Which Dutch rules apply even if the contract says nothing?

Part of the checklist covers rules that Dutch law brings along by itself. Some only apply when you agree nothing else; others are mandatory and cannot be contracted out of in a business contract. These are the ones that matter most to a business owner.

The payment term. Without an agreement, a business invoice is due 30 days after receipt (Article 6:119a(2) Dutch Civil Code). If a large company pays you as an SME or freelancer, any term longer than 30 days is void. If your client's purchasing terms say 90 days, 30 days applies.

Collection costs. If the client pays late, statutory commercial interest runs from the due date and you are entitled to at least €40 without sending a reminder first (Article 6:96(4) Dutch Civil Code). A clause excluding this does not work.

Copyright. A freelancer or supplier remains the owner of what they create for you, unless copyright is transferred in writing (Article 2(3) Dutch Copyright Act). The rule that the employer is the author only applies to employees (Article 7). If you commission a logo, website or software, a written transfer belongs in the contract.

The Vienna Sales Convention. If you buy or sell goods across borders, the CISG applies automatically, even when you choose "Dutch law", unless you expressly exclude it (Article 6 CISG). More on contracts with a party abroad in cross-border contracts: what to watch for.

What is in the checklist?

The checklist has twelve sections on twelve printable pages, with a box to tick for every point. All statutory references were checked on wetten.overheid.nl on 23 September 2026.

The parties. The right entity, sole trader or bv, guarantees and the bv still being incorporated.
Scope of the work. Description, exclusions, additional work, strict deadlines and acceptance.
Price and payment. Price basis, indexation, the statutory payment terms, interest, collection costs and security.
Liability and indemnities. Cap, consequential loss, intent, indemnities, penalties and your insurance.
Term, termination and exit. Renewal, notice, terminating a services contract, rescission and what happens after the end.
Intellectual property. Ownership, written transfer, existing know-how and third-party infringement.
Confidentiality and data. Definition, duration, trade secrets and the GDPR data processing agreement.
General terms and conditions. Which apply, handing them over, voiding clauses and order of precedence.
Governing law and disputes. Choice of law, the CISG, choice of court, escalation and language versions.
Signing and authority. The Commercial Register, powers of attorney, electronic signatures and the right version.
Red flags. Five signals that mean you should have someone take a look.
Sources and statutory references.

When is a checklist enough, and when should a lawyer review the contract?

A checklist is enough for a small, one-off engagement on a standard contract, provided you can tick every point. Have someone look at it if there is no liability cap, if the contract runs for several years or makes you dependent on one client, if the other party is abroad, or if intellectual property at the core of your business is being transferred. The rule of thumb from the checklist: if you cannot tick three or more points, the contract is not ready to sign.

What a lawyer actually does in such a review, how long it takes and roughly what it costs is explained in contract review: costs and process. For the rates of lawyers and legal professionals in general, see what a lawyer really costs in the Netherlands.

How does iusmatch help when you are unsure about a contract?

On iusmatch you have your contract reviewed by a lawyer you choose yourself, without first revealing your name or company. You describe your situation in plain language and upload the contract; identifying details are removed before a lawyer looks at it. You receive comparable proposals with rate, estimated hours and turnaround, and you only pay the lawyer's hours plus 21% VAT, with no markup. iusmatch is not a law firm and does not review your contract itself; the lawyers on the platform do. Need a contract written rather than checked? See contract drafting for businesses, or read how iusmatch works for clients.

How do I get the checklist?

Enter your email address below. Within a few minutes you will receive an email with a download link for the PDF. The link is valid for seven days; after that you can simply request a new one. We only use your email address to deliver the checklist. If you would also like our series on signing contracts without surprises, tick that box separately. Without the tick you receive the checklist, and nothing else.