Service agreement in the Netherlands: Template, Key Clauses and Local Law (2026)

What a Dutch service agreement is A service agreement in the Netherlands is a business-to-business contract where one party (the service provider) agrees to perform services for another (the customer) for a fee. Dutch law does not have one single "service agreement" statute. Instead the contract usually falls into one of two shapes under Book 7 of the Dutch Civil Code (Burgerlijk Wetboek): - Contract of assignment (overeenkomst van opdracht, Article 7:400). The provider performs an activity or service without owing a specific finished result, for example advisory, management, support or ongoing services. This is the most common frame for professional services.

• Contract for work (aanneming van werk, Article 7:750). The provider owes a defined tangible result, for example building, installing or producing something. Acceptance of the result and defect liability become central. Which shape applies changes what the customer can demand and what the provider is on the hook for. A master service agreement (raamovereenkomst) often sits on top, with the actual work defined in statements of work or order forms. This article is general guidance, not legal advice. Have a Dutch lawyer review a service agreement before you rely on it. ## What local law requires in 2026 - Freedom of contract, with limits. Between businesses, Dutch law largely lets the parties set their own terms. The key limits are the duty of reasonableness and fairness (redelijkheid en billijkheid, Article 6:248), which can soften or set aside a term that would be unacceptable in the circumstances, and the rules on general terms and conditions.
• General terms and conditions (algemene voorwaarden). If a party uses standard terms (Articles 6:231 to 6:235), the other party must be given a fair chance to read them before or at signing, or specific terms can be voided. The consumer grey and black lists do not apply directly between businesses, but a small business can sometimes invoke similar protection by reflex effect.
• Which regime governs the service. If the service owes a result, the contracted-work rules on acceptance and defects apply. If it owes an activity, the assignment rules apply, including the provider's duty to act as a careful professional and the customer's duty to pay and cooperate.
• Self-employment check. Where the provider is a single individual working closely inside the customer's organisation, the false self-employment (schijnzelfstandigheid) rules can apply, exactly as for a consultancy engagement. Keep a genuine B2B service distinct from a disguised job. ## Dutch service agreement template Copy the block below and fill the bracketed fields. ``` SERVICE AGREEMENT This agreement is made on [DATE] BETWEEN: [CUSTOMER NAME], [address], [KvK number] ("Customer") AND [PROVIDER NAME], [address], [KvK number] ("Provider") 1. SERVICES The Provider will supply the services described in Schedule 1 / each Statement of Work. [State whether a result is owed (aanneming van werk) or an activity (overeenkomst van opdracht).] 2. SERVICE LEVELS The Provider will meet the standards in Schedule 2 (availability, response times, quality), reported [monthly]. 3. TERM AND RENEWAL The agreement runs from [DATE] for [term] and renews for [period] unless either party gives [N] months written notice. 4. FEES AND PAYMENT Fees are set in Schedule 3, invoiced [monthly], payable within [N] days, excluding VAT. Late payment carries statutory commercial interest. 5. CUSTOMER DUTIES The Customer will give timely access, information and approvals the Provider reasonably needs. 6. INTELLECTUAL PROPERTY Rights in deliverables created for the Customer [transfer on full payment by written assignment]. The Provider keeps its background IP, and grants a licence to use it as needed for the deliverables. 7. CONFIDENTIALITY AND DATA Each party keeps the other's confidential information private. Personal data is handled under the GDPR and Schedule 4 (data processing). 8. WARRANTIES AND LIABILITY The Provider performs with due professional care. Liability is capped at [the fees over [period] / an amount], excluding indirect loss, except for intent or gross negligence. 9. TERMINATION Either party may terminate for material breach not cured within [N] days, or on insolvency. On termination the Provider hands over work done and assists an orderly transition. 10. GENERAL TERMS [The Provider's general terms (algemene voorwaarden) apply and were made available before signing. In conflict, this agreement prevails.] 11. GOVERNING LAW Dutch law applies. Disputes go to the competent Dutch court [or arbitration]. Signed: Customer ____________ Provider ____________ Name / date Name / date

- **Service levels (clause 2).** For ongoing services, SLAs turn a promise into something measurable. Tie them to credits or termination rights so they have teeth.
- **Intellectual property (clause 6).** In the Netherlands, rights created by an external provider do not pass automatically. Use an express written assignment, usually on payment, and keep the provider's background IP separate under a licence.
- **General terms (clause 10).** If you rely on standard terms, make them available before or at signing. A term the other side never had a fair chance to read can be struck out, which is a frequent and avoidable loss. ## Red flags to avoid - Not deciding whether the contract owes a result or an activity, which leaves acceptance and defect liability unclear.
- Standard terms (algemene voorwaarden) referred to but never actually provided, so a court can void them.
- No IP assignment, leaving the customer paying for deliverables it does not own.
- A liability cap or exclusion so one-sided that reasonableness and fairness could set it aside.
- A single-person service that functions like a job, triggering the false self-employment rules.
- No data processing terms where personal data is handled, which breaches the GDPR. ## Where a contract workspace helps A template gives you a solid Dutch service agreement. The ongoing work is the part that follows signing: making sure each statement of work states whether a result is owed, that general terms were genuinely made available, that an IP assignment and a data processing schedule are actually present, and that renewal and notice dates across a whole portfolio do not slip past unnoticed. Drafting a service agreement, reviewing each statement of work for IP and data gaps, and tracking renewal dates can sit in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that shape: it drafts from your template, models the agreement as linked clauses so it can flag a missing IP assignment or a liability cap that reads as unreasonable, lets you edit in plain language, and keeps renewal and notice dates on one timeline. Adira is India-first today, and deeper Netherlands-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Dutch adviser for the local-law call. The template above is enough to put a fair agreement in place on its own. Last verified October 2026.