Essential Commercial Contracts for Your Belgian Business

Why draft commercial contracts carefully?

A well-drafted contract prevents most disputes. It sets out who does what, for what price and by when. It also covers what happens when things go wrong. Clear commercial contracts therefore protect your cash flow as much as your reputation.

Since 1 January 2023, Book 5 of the Civil Code has modernised Belgian contract law. It confirms several principles that help day to day.

• Freedom of contract: the parties choose the content of their agreement.
• Binding force: a concluded agreement acts as law between them.
• Good faith: each party performs its obligations fairly.
• Hardship: an unforeseeable change of circumstances can justify renegotiation, unless the contract rules it out.

General terms and conditions

Terms and conditions frame all your sales or services. They only apply if the client accepts them before the contract comes into being. Here is their minimum content.

• Payment: deadline, methods, late-payment interest.
• Delivery: timing, place, transfer of risk.
• Warranties: legal and commercial.
• Liability: limits and exclusions.
• Intellectual property: rights transferred or retained.
• Disputes: governing law and competent court.

Between businesses, the law of 2 August 2002 provides for late-payment interest and a flat-rate compensation when payment arrives late. The agreed payment term may in principle not exceed 60 days. With consumers, Book VI of the Code of Economic Law also bans unfair terms. Terms and conditions thus form the base of your commercial contracts.

The commercial contracts you cannot skip

Service agreement

This agreement defines the duties of the provider and the client. It describes the assignment, deadlines, milestones and fees. Above all, it chooses between a best-efforts obligation and an obligation of result. That difference weighs heavily in a dispute. Add a confidentiality clause and clear termination terms.

Non-disclosure agreement (NDA)

Before you share a project, a file or a price, sign a non-disclosure agreement. It defines the information in scope, the length of the duty and its exceptions. It also covers the return of documents and the penalties for a leak.

Shareholders' agreement

This agreement complements the articles of association and stays confidential. It organises life between shareholders: pre-emption, approval, tag-along, drag-along, non-compete and profit distribution. Finally, it sets out a way to resolve conflicts.

Employment contract

The Act of 3 July 1978 governs the employment relationship. The document states the type (permanent, fixed-term, part-time), pay and benefits. A non-compete clause must meet strict conditions, including a pay threshold. Also provide for the transfer of rights in creations and the handling of personal data.

Agency and distribution

Do you sell through a commercial agent or a distributor? Book X of the Code of Economic Law governs these relationships. An agent may, for instance, claim a goodwill indemnity when the relationship ends. So draft these commercial contracts with care from day one.

Clauses you should never forget

Some clauses strengthen all your commercial contracts.

• Force majeure: definition and consequences.
• Hardship: renegotiation if the balance shifts sharply.
• Penalty clause: a reasonable amount, which a judge can reduce if it looks excessive.
• Mediation or arbitration: a fast route to settle a dispute.
• Data protection: a processing agreement whenever a provider handles personal data for you, as the GDPR requires.
• Term and termination: notice, renewal, early exit.

For the data side, our guide to GDPR compliance sets out the duties.

Signature and evidence

A contract can come into being in writing, by email or with an electronic signature. A qualified electronic signature carries the same effect as a handwritten one. Keep every signed version with its annexes. Number your amendments too, because they change your commercial contracts over time.

Example: a design studio and its first major client

Inès runs a design studio in Brussels. A distributor offers her a six-month assignment. First, she signs an NDA before receiving the client's data. Next, she drafts a service agreement with milestones, a best-efforts obligation and payment at 30 days. Then she adds an assignment of rights limited to the intended use. Finally, a mediation clause comes before any court action.

Three months later, the client disputes a deliverable. Thanks to the signed milestones, the discussion stays factual and ends after one meeting. Her commercial contracts avoided a costly lawsuit.

Common mistakes

These mistakes weaken many commercial contracts.

• Copying a foreign template without adapting it to Belgian law.
• Forgetting to have the terms and conditions accepted.
• Promising an obligation of result by accident.
• Letting a contract renew automatically without rereading it.
• Neglecting technical annexes, which often sit at the heart of the dispute.

In summary

Strong commercial contracts rest on accepted terms, written agreements for every key relationship and well-designed clauses. Review them every year, especially when your business changes. For the wider picture, read our guide to legal protection for your company, then secure your name with a Benelux trademark. With Juristelo, link each contract to your financial plan, since payment terms, deposits and penalties affect cash flow. For legal texts, see the Belgian Official Gazette.