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

The short answer A service agreement in Belgium is a business-to-business contract where an independent provider (indépendant or zelfstandige) supplies services to a client for a fee. It rests on freedom of contract under the new Civil Code, whose Book 5 on obligations modernised Belgian contract law. There is no single statute dedicated to service contracts, so the drafting carries the weight. The one rule that overshadows everything is the law on the nature of the employment relationship (the Act of 27 December 2006): a provider labelled self-employed but run like an employee can be reclassified, with serious social-security consequences, so the agreement must both describe an independent service and reflect how the work really runs. ## What law governs the contract The general law of obligations in the new Civil Code supplies the default rules on formation, performance, liability and termination. On top of that, the Act of 27 December 2006 sets the criteria that separate self-employment from employment, and the Act of 2 August 2002 on late payment in commercial transactions gives a supplier interest and recovery costs when a business client pays late. Providers must be registered with an enterprise number in the Crossroads Bank for Enterprises and, in most cases, for VAT. ## The classification rule you cannot ignore Under the 2006 Act, the real working relationship takes priority over the label the parties use. The general criteria are the will of the parties, the freedom to organise working time, the freedom to organise the work, and the absence of hierarchical control. In four sectors (construction, transport, security and cleaning) a rebuttable presumption of employment applies when a majority of nine socio-economic criteria are met. Practical drafting advice that follows from this: describe the assignment and the result rather than daily tasks, let the provider organise their own time and methods, allow substitutes or assistants, and have the provider use their own tools and premises. ## The clauses that matter most Scope and deliverables. Describe the assignment and expected results, not a list of day-to-day tasks, which keeps the agreement consistent with independence. Autonomy. State that the provider works independently, sets their own hours and methods, may use substitutes, and uses their own equipment. This reflects the deal and helps resist reclassification. Fees and payment. Set the fee, whether VAT applies, the invoicing schedule and the payment deadline. The late-payment law gives statutory interest and a recovery allowance if a business client is late. Liability. Agree a liability cap and, for higher-risk work, require professional indemnity insurance. Belgian law limits how far liability for intent or serious fault can be excluded. Intellectual property. Assign or licence any deliverables to the client expressly, and address pre-existing materials, because rights do not pass automatically. Confidentiality. Protect exchanged information, supported by the trade-secret rules in the Code of Economic Law. Term and termination. Set the duration, renewal, notice and the position on fees and work in progress on termination. ## A simple template outline A sound Belgian service agreement runs in this order: parties and enterprise numbers; recitals describing an independent assignment; scope and deliverables; the provider's autonomy and own responsibility for tax, social security and insurance; fees, VAT and payment with late-payment terms; liability and insurance; intellectual property; confidentiality and data protection; term and termination; and governing law and jurisdiction, usually Belgium, in the appropriate language. ## Common mistakes and red flags The dominant risk is false self-employment: an agreement that reads independent but operates with fixed hours, close supervision and full integration into the client's team can be reclassified as employment, with back social-security contributions due. Writing the contract around daily tasks rather than an assignment points the same unhelpful way. Other common slips are silence on intellectual property, so the client lacks rights in what it paid for, no liability cap leaving exposure open-ended, and forgetting the late-payment protections that Belgian law gives suppliers. Draft around an independent assignment, keep the provider genuinely autonomous, and the agreement does its job. ## Registration, VAT and social status Before a Belgian service agreement can run cleanly, the provider needs to be set up correctly, and the contract should assume this is in place. An independent provider registers with the Crossroads Bank for Enterprises to obtain an enterprise number, affiliates with a social insurance fund for the self-employed, and in most cases registers for VAT. The agreement should record the enterprise number and VAT position, require compliant invoices, and make clear that the provider, not the client, is responsible for the provider's social contributions and tax. VAT treatment deserves a moment's thought, because it affects the headline price. Most business services are subject to VAT at the standard rate, but some activities and cross-border arrangements are treated differently, so stating whether the fee is exclusive or inclusive of VAT avoids an argument later. The late-payment protection under the 2002 Act gives the provider statutory interest and a fixed recovery allowance when a business client pays late, which only works if the invoice and due date are clear. Getting these administrative points right is not glamorous, but it is what separates a service agreement that functions from one that generates tax and classification problems months down the line. It also pays to be explicit about who carries which cost. The agreement should confirm that the provider meets its own social contributions, insurance and equipment costs, and that the stated fee is the client's whole liability unless expenses are separately agreed. That single clause removes a common source of friction, where a provider later argues that social-security or tooling costs should sit with the client, and it reinforces the independent character of the engagement at the same time. This page is general information, not legal advice. Laws change and the right answer depends on your facts, so confirm the current position with a qualified lawyer in the relevant jurisdiction before you sign. ## Keeping it all in one place Beneath the clauses sits an organisational problem. A service agreement rarely travels alone. It comes with a statement of work, change orders, invoices, the confidentiality terms, and a record of what was agreed and delivered. When those are scattered across email and drives, the version that is actually in force gets hard to pin down, and duties such as acceptance deadlines, renewal notice or a liability cap quietly fall out of view. Drafting, reviewing for risky terms, keeping versions straight and tracking the key dates are the same job, and it is easier when it lives in one workspace rather than across five disconnected tools. That single-workspace idea is what Adira is built around: draft, understand, edit, track and govern a contract in one place, tuned to how your company contracts. Adira is India-first today, with other jurisdictions on its roadmap, so for Belgian-specific rules you should still rely on local counsel and local templates. The point worth taking from this page is the direction: contracts you can trust are the ones that stay in one place, in step, with their deadlines in view.