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Drawing up general terms and conditions: practical tips

Drawing up well-thought-out general terms and conditions isa must for every entrepreneur, this is part of itIT law.

They don't just help you hedge against bad payers or insolvent contractors. The general terms and conditions are necessarypreventativeagainst a lot of possiblelegal proceedings. Prevention is better than cure! Leave your terms and conditionsreviewed by a legal expertand obtain certainty about the legal framework of your services.


What are general terms and conditions?

Terms and conditions are actually the standard clauses that ageneral Legal frameworksketches for each agreement of the company. These general provisions contain the main provisionsrights and obligationsof the company. It is the 'small print' that you have undoubtedly seen at the bottom or at the back of an invoice or a quotation.

Unlike special terms and conditions that are tailored to the specific contractual counterparty, the general terms and conditions apply to all contractors of your company. 

Are general terms and conditions mandatory?


Drawing up general terms and conditions isnot required by law. Nevertheless, it is strongly recommended: in the absence of general terms and conditions, thelegal rules regarding obligationsapplicable. This can work to your disadvantage.

So you are doing wellgeneral terms and conditions tailored to your companyto provide. This is how thelegal position of the companyand there is less chance of legal proceedings.

It is therefore not mandatory to draw up general terms and conditions. It is true that if a company nevertheless wants to draw up general terms and conditions, a number must be taken into accountlegal requirementsso that theTerms and Conditionslegally validwould be.

What should be stated when drafting general terms and conditions?

Clause of unilateral amendment


In the context of long-term collaborations, it can be attractive to have aclause of unilateral change in general terms and conditionsrecord. Such a clause provides for the possibility for the company to unilaterally change the general terms and conditions in some cases.


For certain companies it may be useful to state in the general terms and conditions that there may beinterim price adjustmentscan take place.

Also mentioning theany taxesthat must be paid by the customer in addition to the price (for example the VAT rate) also immediately creates more clarity about the total amount to be paid.

How the price is determined for theany additional workthat are not included in the quotation should also be included in the general terms and conditions so that no disputes arise about them later.

Force majeure & delivery

COVID-19 is a good example of oneunforeseen eventwhich can have a major influence on the execution of the agreements and the timely delivery of services. Many companies faced various legal procedures, each time asking whether the pandemic constitutes force majeure.

It is therefore a good idea to use the term 'force majeure' as broadly as possibleto define(if necessary by expressly mentioning more frequent force majeure situations that may prevent delivery).

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Why are general terms and conditions necessary?


Having the general terms and conditions of your company drawn up by a lawyer isa wise investment.


For example, you can already determine in advance what the consequences will be of a possible contractual default. In this way, legal conflicts with your co-contractors and associated costs can be avoided.

Good agreementsnot only make good friends, but also promote the healthy financial future of the company. Good guidance in these matters is not an unnecessary luxury but a must. Especially in the context of recent legislative initiatives, it is currently necessary to check whether you are legally sound as an entrepreneur.


Distinguish between B2B and B2C agreements


The operation and legal binding of the general terms and conditions differs depending on whether you are a companyconsumers (B2C)or with otherscompanies (B2B)contracts, even if it concerns the same transaction. For example, different legal rules apply to a B2B webshop than to a webshop that is only aimed at consumers. 

Therefore, different general terms and conditions must be drawn up for co-contractors-consumers on the one hand and contracting parties-companies on the other.

General terms and conditions between companies


It used to be easier to draw up the general terms and conditions for transactions between companies than for agreements in a B2C context.

Many companies therefore only called on external legal services to draw up the general terms and conditions that would bind the consumer. The legislation provided for morecomplex consumer contract regimethan for transactions between firms.

In the meantime, drawing up B2B general terms and conditions has clearly become more complexrecent changes in legislation.

New B2B legislation


It will apply from 1 December 2020new additional obligationsfor the agreementsbetween the companiesbetween themselves. Sothe law now statesamong other things, that clauses that create an apparent imbalance between the rights and obligations of the parties are prohibited.

Because of the recentness of this new legislation, there are still many uncertainties. This makes drawing up the general terms and conditions onespecializedwork that is best outsourced to the legal service of the company or to the external specialist.

The question also arises whether the general terms and conditions were drawn up for the change in B2B legislation todaystill validare.

General terms and conditions in B2C context

One does apply in the context of B2C relationshipsobligation to provide pre-contractual informationto the consumer. This information must be spontaneously communicated by the company to the customer, and the mostsimple wayto do this is through the terms and conditions. These general terms and conditions must also remain openly available to the consumer at all times.


There must be one attached to the contractprior possibilityfor the consumer to view the general terms and conditions of the company. If the customer-consumer has not had the opportunity to read the general terms and conditions before concluding the agreements, these terms and conditions are not binding. For example, a consumer cannot be bound by the general terms and conditions that he sees appearing on the invoice for the first time after the contract has been concluded.

Agreements with consumers concluded at a distance


Even stricter information obligations apply to distance contracts with consumers. Consider, for example, the legal cooling-off period within which the consumer can exercise his right of withdrawal with regard to a product purchased online. That is why drawing up the general terms and conditions for, for example, a webshop requires thorough preparation.

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Information security & terms and conditions


It is also possible in the general terms and conditionsprivacy statementor the statement ofGDPR complianceto be recorded. If the customer specifiedconfidential informationinforms the company, it may be useful to immediately include thedescription of the most commondata processing record.

This also strengthens itto trustbetween the co-contractors: a (potential) customer will communicate his data to the company more quickly whenclearly establishedwhat will happen with this data.

Draw up or adopt general terms and conditions yourself?

Copying the general terms and conditions of another company from the same sector and working with them can be very tempting for an independent entrepreneur. Howeverdraw up your own general terms and conditionsa smarter move than just taking them over.

The general provisions mainly serve to protect yourself as a company against thepotential legal conflicts. Experienced lawyers or specialized lawyers can draw up the general terms and conditions, taking into account thespecific situationof your company. Usually, thecontextin which mosttransactionsof the company take place.

With the right approach, the necessary balance can be struck between covering potential liability and making the contract attractive to future contractors.

Legal assistance in draftingTerms and Conditionsnecessary?


mr. Franklin has extensive experience in drafting general terms and conditions. Our experts become experts for their sakespecial expertiseregularly invited to provide training where they share their tips & tricks in a practical way with both starting and growing companies.

We are also happy to share our experience with your company: contact Mr. Franklin without obligation to obtain more information about our services.

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