New case law undermines standard contracts: time for an update?

Standard contracts and general terms and conditions have been the foundation of many business relationships for years. Yet recent rulings by the courts of Amsterdam and Midden-Nederland, among others, show that this foundation has become shaky. Judges are increasingly drawing a line under provisions that entrepreneurs actually consider a safety net.

At Marxman Advocaten, we believe that contracting should not be 'copy-paste' work. Especially at a time when legal and economic conditions are changing rapidly, customisation is essential. In this blog, we explain recent judgments and provide practical tools to future-proof your contracts.

1. Why this is happening now: recent case law undermines certainty

In 2024 and 2025, Dutch courts in several cases have invalidated contract provisions that had been standard for years. Think of provisions on limitation of liability, exoneration and automatic renewal.

Case examples:

• A general liability limitation was rejected because it lacked transparency.
• A 12-month notice period was deemed unreasonably onerous in an unequal relationship.
• An exoneration clause struck down for being contrary to reasonableness and fairness.

Consequence: many entrepreneurs are under the impression that they are legally well covered, when in reality they are at risk.

2. Our view: standard contracts are no longer a safety net

At Marxman, we see standard contracts as a useful starting point, but rarely as a sufficient end point. Gone are the days when you could get by with one set of general terms and conditions for years. New legislation, changing market relations and critical judges demand up-to-date, carefully drafted agreements. Rapidly changing economic and social conditions also play an important role.

We therefore recommend:

• Review your contracts annually: changing market conditions, client groups or regulations make this necessary.
• Analyse risks by contract type: terms of sale have different requirements than distribution or cooperation agreements, for example.
• Formulate legal clauses clearly: incomprehensible clauses can be voided more quickly. Make sure the other party also understands what it says.

3. Three provisions you should reconsider now

1. Limitations of liability

Make sure you substantiate the limitation. Specifically state why the limitation is reasonable, e.g. by relating the risk to the type of service or product. Avoid standard wording.

2. Automatic extensions

Clauses that allow tacit renewal without active consent are under pressure. Therefore, build in a clear opt-out, for example with a reminder at the end of the term.

3. Amendment clauses ('we can always change our terms and conditions')

These provisions are quickly perceived as one-sided and unfair. Therefore, limit the scope and give the other party the right to object or terminate the contract in case of substantial changes.

4. What can Marxman do for you?

We help entrepreneurs to update their contract documentation:

• legal update,
• commercially strengthen, and
• practical application.

Examples of our support:

• Quick scan of your current contracts and terms and conditions
• Drafting or revising client-specific terms and conditions
• Strategic advice in contract negotiations

This way, we ensure that your contracts fit your organisation and meet today's requirements.

Conclusion

Legal reality is changing - and your contracts need to keep up with it. What held up legally yesterday may go under today. With smart and up-to-date updates, you can prevent your standard contracts from failing when it matters.

Marxman Advocaten helps you with strategic contract management so you can focus on business - not litigation.