Maintenance and Support Agreement in Netherlands: Template and Key Clauses (2026)

A maintenance and support agreement in the Netherlands sets out how a supplier keeps software, hardware or equipment running: what is covered, how fast faults are acknowledged and fixed, and what the customer gets when service levels slip. The value sits in a clear service level agreement. Dutch contract law lives in the civil code (the Burgerlijk Wetboek, or BW), which treats most support as an assignment contract (overeenkomst van opdracht) carrying a duty of professional care, and Dutch law limits how far liability can be excluded in general terms and conditions. This guide sets out the governing law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Dutch lawyer. ## What law governs a maintenance and support agreement in the Netherlands? The agreement is a private contract under the BW: - Overeenkomst van opdracht (assignment contract, BW Book 7): the usual category for professional services, where the supplier owes the care of a good contractor rather than a guaranteed result.

• General terms and conditions rules (BW Book 6): the rules on standard terms (algemene voorwaarden), which allow one-sided clauses to be struck down as unreasonably onerous, affecting broad liability exclusions.
• AVG, the Algemene Verordening Gegevensbescherming (the GDPR as it applies in the Netherlands), where support staff access personal data, with oversight by the Autoriteit Persoonsgegevens.
• BTW, value-added tax (omzetbelasting) at the standard rate of twenty-one per cent, which the pricing clause should address. ## Key clauses to get right - Covered items and scope: which systems, versions, modules or equipment are supported, and what is excluded, such as customer-caused faults or third-party products.
• Support tiers: severity levels from a critical outage down to a minor issue, with a clear test for each.
• Response and resolution times: the time to acknowledge a ticket and the target to restore or fix, set per severity level and kept separate.
• Uptime or availability: the committed availability figure for hosted services, how it is measured and what is excluded, such as planned maintenance and force majeure.
• Service credits: the remedy for a missed target, usually a credit against fees with a stated cap, and whether credits are the sole remedy.
• Maintenance windows and updates: planned maintenance, patches, upgrades and whether new versions are included.
• Limitation of liability: a cap and exclusions drafted to survive the standard-terms rules.
• End of life and end of support: notice before a product reaches end of life, and what support remains.
• Fees, BTW and review: charges, extra-charge triggers, VAT treatment and price review.
• Data protection and security: handling of personal data under the AVG, with a processing agreement (verwerkersovereenkomst) where the supplier processes data for the customer. ## Netherlands-specific points that matter The first point is the duty of care in an assignment contract. Under Book 7 the supplier must act as a reasonably competent and careful contractor. This duty sits underneath the SLA, so even a well-drafted contract cannot reduce support below a basic professional standard where a court finds the duty engaged. Set the service levels clearly so the parties know what the standard means in practice. The second point is the standard-terms rules. Where the agreement uses general terms and conditions (algemene voorwaarden), Dutch law allows a term to be annulled if it is unreasonably onerous to the other party, and broad blanket exclusions of all liability are vulnerable, especially against smaller counterparties. A limitation clause should be proportionate, carving out intent and conscious recklessness, rather than a blanket exclusion lifted from another system's template. The third point is data protection. Support staff often reach systems holding personal data, so the AVG applies and a written processing agreement (verwerkersovereenkomst) is usually required where the supplier processes personal data on the customer's behalf. Record the security measures support staff must follow. ## A simple drafting skeleton 1. Parties and date

2. Definitions (supported items, severity levels, uptime, credits)
3. Scope of maintenance and support
4. Support tiers and severity classification
5. Response and resolution targets
6. Availability commitment and measurement
7. Service credits and remedies
8. Maintenance windows, patches and upgrades
9. Fees, BTW and price review
10. Limitation of liability (respecting the standard-terms rules)
11. Data protection and security (AVG, processing agreement)
12. End of life and end of support
13. Term, renewal and termination
14. Governing law (Dutch) and jurisdiction
15. Signatures ## Common mistakes to avoid - Assuming the SLA can reduce support below the Book 7 duty of care.

• Using a broad liability exclusion that is vulnerable under the standard-terms rules.
• Merging response and resolution into one number, so neither is enforceable.
• Leaving availability undefined or without exclusions, so every outage becomes a dispute.
• Omitting the processing agreement where support staff access personal data. ## Keeping support contracts under control If you run maintenance and support across several suppliers or products, the hard part is not one agreement. It is tracking which uptime figure applies where, what the response and resolution targets are, which limitation clauses survive the standard-terms rules and when each contract renews or a product hits end of life. That work, drafting from a tuned template, flagging one-sided or risky clauses, tracking renewals and keeping versions straight, is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is one AI workspace tuned to your company and built on Claude. It is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Dutch law. More at Adira. The law above stands on its own. ## Bottom line A Dutch maintenance and support agreement turns on the Book 7 duty of care and on the standard-terms control of liability clauses. Set service levels clearly, keep the limitation clause proportionate and carve out intent and conscious recklessness, add a processing agreement, and get Dutch advice before signing a real deal.