Consultancy agreement in Belgium: Template, Key Clauses and Local Law (2026)

The short answer A consultancy agreement in Belgium engages an independent consultant (indépendant or zelfstandige) to provide advice or expert services to a client for a fee. It rests on freedom of contract under the new Civil Code, with no dedicated statute, so the drafting matters. As with any independent engagement, the overriding concern is the law on the nature of the employment relationship (the Act of 27 December 2006): a consultant labelled self-employed but run like an employee can be reclassified, with social-security consequences. A good consultancy agreement therefore both describes genuinely independent advisory work and sets clean terms on fees, liability, intellectual property and confidentiality. ## What law governs the contract The general law of obligations in the new Civil Code supplies the defaults on formation, performance, liability and termination. The Act of 27 December 2006 governs classification, and the Act of 2 August 2002 on late payment protects the consultant when a business client pays late. A consultant must hold an enterprise number and, in most cases, be registered for VAT, and regulated advice (for example certain accountancy or legal services) requires the relevant professional status. ## Keeping the consultant independent Classification turns on the real relationship, not the label. The main criteria are the will of the parties, freedom to organise working time, freedom to organise the work, and the absence of hierarchical control. In practice the agreement should describe an assignment and its outcomes rather than daily tasks, let the consultant set their own hours and methods, allow substitutes, and have the consultant use their own tools. The more the engagement reads and runs like advice delivered independently, the lower the reclassification risk. ## The clauses that matter most Scope of services. Describe the advice or deliverables and what is out of scope. For a defined output, say how it is accepted. Fees and expenses. Set the fee (hourly, daily or fixed), whether VAT applies, expenses, invoicing and the payment deadline, with the statutory late-payment protections for commercial debts. Autonomy. Confirm the consultant works independently, sets their own methods and hours, may use substitutes, and is responsible for their own tax, social security and insurance. Liability. Agree a liability cap and, for higher-risk advice, require professional indemnity insurance. Belgian law limits excluding liability for intent or serious fault. Intellectual property. Assign or licence deliverables expressly and deal with pre-existing materials, because rights do not pass automatically. Confidentiality. Protect client information, backed by the trade-secret rules in the Code of Economic Law. Term and termination. Set duration, renewal, notice and the treatment of fees and work in progress on termination. ## A simple template outline A sound Belgian consultancy agreement runs in this order: parties and enterprise numbers; recitals describing independent advisory work; scope of services and any deliverables; the consultant's autonomy and own responsibility for tax, social security and insurance; fees, expenses, VAT and payment with late-payment terms; liability cap and insurance; intellectual property, including pre-existing materials; confidentiality and data protection; term and termination; and governing law and jurisdiction, usually Belgium, in the appropriate language. ## Common mistakes and red flags The dominant risk is false self-employment: a consultancy that reads independent but operates with fixed hours, close supervision and integration into the team can be reclassified, with back social-security contributions due. Drafting around daily tasks rather than an assignment points the same way. Other frequent failures are silence on intellectual property, so the client lacks rights in the deliverables, no liability cap leaving exposure open-ended, promising regulated advice the consultant cannot lawfully give, and overlooking the late-payment protections Belgian law provides. A precise scope, genuine autonomy, a sensible liability cap and clear IP terms avoid most of these. ## Management companies and the management agreement A feature of the Belgian market worth understanding is that many consultants and executives provide their services through a management company (a company they own) rather than as an individual. The client then signs a management agreement with that company, which in turn makes the individual available. This structure is common and lawful, but it does not switch off the classification rules: if the person works under the client's authority with fixed hours and close control, the arrangement can still be looked through, so genuine independence remains the touchstone. Where the consultant also holds a corporate mandate, for example as a director, it helps to keep two things separate in the paperwork: the company-law mandate, which flows from the appointment and the articles, and the services agreement, which covers day-to-day advisory or management work and its fee. Confusing the two can create uncertainty over remuneration, liability and how either role can be ended. A clean consultancy or management agreement names the company as provider, identifies the individual who will perform the work, keeps any directorship mandate in its own lane, and otherwise follows the same discipline on scope, fees, liability, IP and confidentiality as any other engagement. It is also worth agreeing what happens if the named individual becomes unavailable, through illness or departure, since the client is usually paying for that person's expertise rather than the company in the abstract. A short clause on key personnel, substitution and the consequences of the individual leaving the provider company closes a gap that generic templates often miss and that only surfaces at the worst moment. This page is general information, not legal advice. Laws change and the right answer depends on your facts, so confirm the current position with a qualified lawyer in the relevant jurisdiction before you sign. ## Keeping it all in one place Beneath the clauses sits an organisational problem. A consultancy agreement rarely travels alone. It comes with a scope or statement of work, change requests, invoices, the confidentiality and intellectual property terms, and a record of what was agreed and delivered. When those are spread across email and drives, the version that is actually in force gets hard to trust, and duties such as a deliverable date, a renewal notice or a liability cap quietly slip out of view. Drafting, reviewing for risky terms, keeping versions straight and tracking the key dates are the same job, and it is easier when it lives in one workspace rather than across five disconnected tools. That single-workspace idea is what Adira is built around: draft, understand, edit, track and govern a contract in one place, tuned to how your company contracts. Adira is India-first today, with other jurisdictions on its roadmap, so for Belgian-specific rules you should still rely on local counsel and local templates. The point worth taking from this page is the direction: contracts you can trust are the ones that stay in one place, in step, with their deadlines in view.