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

> A contract checklist for Dutch business contracts: 51 checks in ten sections, each with the reason and the law. Download the free printable checklist.

## 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](https://wetten.overheid.nl/jci1.3:c:BWBR0005289&boek=6&titeldeel=1&afdeling=10&artikel=96)).
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](https://iusmatch.com/en/resources/cross-border-contracts).

## 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.

1. **The parties.** The right entity, sole trader or bv, guarantees and the bv
   still being incorporated.
2. **Scope of the work.** Description, exclusions, additional work, strict
   deadlines and acceptance.
3. **Price and payment.** Price basis, indexation, the statutory payment terms,
   interest, collection costs and security.
4. **Liability and indemnities.** Cap, consequential loss, intent, indemnities,
   penalties and your insurance.
5. **Term, termination and exit.** Renewal, notice, terminating a services
   contract, rescission and what happens after the end.
6. **Intellectual property.** Ownership, written transfer, existing know-how
   and third-party infringement.
7. **Confidentiality and data.** Definition, duration, trade secrets and the
   GDPR data processing agreement.
8. **General terms and conditions.** Which apply, handing them over, voiding
   clauses and order of precedence.
9. **Governing law and disputes.** Choice of law, the CISG, choice of court,
   escalation and language versions.
10. **Signing and authority.** The Commercial Register, powers of attorney,
    electronic signatures and the right version.
11. **Red flags.** Five signals that mean you should have someone take a look.
12. **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](https://iusmatch.com/en/resources/contract-review). For the
rates of lawyers and legal professionals in general, see
[what a lawyer really costs in the Netherlands](https://iusmatch.com/en/resources/what-does-a-lawyer-cost).

## 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](https://iusmatch.com/en/lp/contract-drafting), or read
[how iusmatch works for clients](https://iusmatch.com/en/for-clients).

## How do I get the checklist?

Enter your email address below. Within a few minutes you will receive an email
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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.

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