Continuing obligations under Dutch law

Published on 27 January 2021 · Last updated 27 October 2026

A continuing obligation under Dutch law arises from a contract in which the parties perform repeatedly or continuously over a longer period, such as a distribution, agency, supply, licence or service agreement (in Dutch: duurovereenkomst). Whether and how such a contract can be ended depends on its terms, on the statutory rules for that type of contract and on reasonableness and fairness.

This page explains the concept for a foreign business with a long-term contract governed by Dutch law: what makes a contract a continuing contract, how fixed-term and open-ended contracts end, and what Dutch courts require when one party wants out. The practical steps for ending a contract are covered on our main page on terminating a long-term business agreement under Dutch law. For the general framework, see the law of obligations in the Netherlands.

What is a continuing obligation under Dutch law?

A continuing contract is a contract under which at least one party has to perform not once, but repeatedly or continuously over a period of time. A one-off sale of a machine is not a continuing contract; a framework agreement under which a supplier delivers goods every month for several years is.

Dutch law has no single set of statutory rules for all continuing contracts. The rules come from three sources: the contract itself, the statutory provisions for specific types of contract in Book 7 of the Dutch Civil Code, and the case law of the Hoge Raad (Supreme Court of the Netherlands). Throughout, the contract has the legal effects that follow from reasonableness and fairness as well as those the parties agreed (Article 6:248(1) Dutch Civil Code).

Which contracts are continuing contracts?

Typical continuing contracts in international trade are:

commercial agency agreements, regulated in Book 7 of the Dutch Civil Code (Article 7:428 onwards), including statutory notice periods;
distribution and supply agreements, which have no specific statutory regime in the Netherlands, so the contract and case law decide;
licence agreements, and franchise agreements, which have their own statutory rules (Article 7:911 onwards Dutch Civil Code);
service agreements (opdracht), such as maintenance, IT or logistics services;
leases of business premises and equipment.

The label the parties use does not decide the matter. What counts is what the parties actually agreed and how they performed the contract.

How does a fixed-term continuing contract end?

A continuing contract concluded for a fixed term in principle ends on the agreed end date, without notice. For most leases, the Dutch Civil Code says so expressly: a lease for a fixed period ends when that period expires, without notice being required (Article 7:228(1) Dutch Civil Code). Leases of retail and similar business premises are an exception: they only end by notice (Articles 7:293 and 7:300 Dutch Civil Code).

Two points need attention. Many contracts renew automatically unless notice is given before a deadline. And if the parties continue after the end date, the contract may become open-ended: a commercial agency agreement that both parties continue after its term binds them for an indefinite term on the same conditions (Article 7:436 Dutch Civil Code). In a long relationship, reasonableness and fairness may also require a timely warning that you will not renew; see contract non-renewals under Dutch law.

Can you terminate an open-ended continuing contract under Dutch law?

Yes, in principle. Where neither the law nor the contract regulates termination, a continuing contract for an indefinite term is in principle terminable. Reasonableness and fairness may, however, require a sufficiently weighty reason for termination, a particular notice period or an offer of compensation, depending on the nature and content of the contract and the circumstances (HR 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1).

For some contract types the law gives specific rules. Unless the contract provides otherwise, a client can terminate a contract for services at any time (Article 7:408(1) Dutch Civil Code); between businesses, parties can deviate from this rule (Article 7:413), while a professional service provider can only terminate a services contract that applies for an indefinite term and does not end by completion, unless there are serious reasons (Article 7:408(2)). For a commercial agency agreement, the statutory notice period is four months, plus one month after three years and two months after six years, unless the parties agreed otherwise within the statutory limits (Article 7:437 Dutch Civil Code). See termination of a commercial agency contract and termination of a distribution agreement.

What is a reasonable notice period for a continuing contract?

Dutch law sets no general notice period for continuing contracts without a statutory regime, such as distribution agreements. What is reasonable depends on the nature and content of the contract and the circumstances of the case (HR 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1). Relevant circumstances can include the duration of the relationship, the other party’s dependence and its investments.

Instead of a longer notice period, the terminating party can sometimes offer compensation. Whether that is required, and how much, also depends on the circumstances (HR 28 October 2011, para. 3.5.1). A notice period in the contract is the starting point, but reasonableness and fairness can still play a role.

How does termination for breach differ from giving notice?

Giving notice (opzegging) ends a contract for the future, usually after a notice period and without any breach. Termination for breach (ontbinding) is a remedy for a failure to perform: every failure entitles the other party to terminate the contract in whole or in part, unless the failure, given its special nature or minor importance, does not justify termination (Article 6:265(1) Dutch Civil Code).

Where performance is still possible, the right to terminate for breach only arises once the other party is in default (Article 6:265(2)), which usually requires a written notice with a reasonable period for performance (Article 6:82(1) Dutch Civil Code). The two routes have different requirements and consequences. More on remedies: failure to fulfil obligations in the Netherlands and contract termination for breach.

What should you do if your Dutch partner ends a long-term contract?

Act quickly and in writing. Within the first days:

Read the termination clause and check whether the notice complies with it: form, period and end date.
Check whether the contract is for a fixed or an indefinite term and whether it has been renewed or continued.
Collect figures that show your dependence and investments, such as turnover from the relationship and stock.
Respond in writing, reserve your rights and, if appropriate, propose a transition period or compensation.
If the end date is close and you depend on the relationship, consider summary proceedings (kort geding, Article 254 Dutch Code of Civil Procedure) for a temporary continuation.

Example: an open-ended supply agreement

Suppose (illustration) a French manufacturer has supplied a Dutch wholesaler for nine years under an open-ended framework agreement governed by Dutch law, without a termination clause. The wholesaler built its product range around these goods. The manufacturer announces that it will stop supplying in one month.

Under Dutch law, the agreement is in principle terminable, but reasonableness and fairness may require a longer notice period or an offer of compensation, given the duration and the wholesaler’s dependence (ECLI:NL:HR:2011:BQ9854). A court could order continued supply for a transitional period or award damages. A notice of several months, combined with a transition plan, would have reduced that risk considerably.

When should you involve a Dutch lawyer?

Involve a Dutch lawyer before you give notice of a long-term contract, and as soon as you receive a notice that threatens your business. Decisions made in the first weeks, such as how you respond and what you put in writing, can influence your position later.

MAAK Advocaten N.V. in Amsterdam advises foreign and Dutch businesses on entering into and ending continuing contracts, and litigates about termination before the Dutch courts in first instance and on appeal. Read more about our work as a contract lawyer in the Netherlands.

Frequently asked questions about continuing obligations under Dutch law

What is a continuing obligation in Dutch law?

It is an obligation under a contract that requires repeated or continuous performance over a period of time, such as an agency, distribution, supply, licence or service agreement. In Dutch such a contract is called a duurovereenkomst. Its termination is governed by the contract, the statutory rules for its type and reasonableness and fairness.

Can a Dutch continuing contract for an indefinite term be terminated?

Yes, in principle, where the law and the contract do not regulate termination. Reasonableness and fairness may require a weighty reason, a reasonable notice period or an offer of compensation, depending on the circumstances (Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854).

Does a fixed-term continuing contract need to be terminated?

In principle not: it ends on the agreed end date. Check whether it renews automatically unless notice is given. A commercial agency agreement that both parties continue after its term becomes a contract for an indefinite term (Article 7:436 Dutch Civil Code).

What notice period applies to a Dutch commercial agency agreement?

Without an agreed period, four months, plus one month after three years and two months after six years (Article 7:437(1) Dutch Civil Code). Agreed periods cannot be shorter than one, two and three months in the first, second and later years, and notice must be given for the end of a calendar month (Article 7:437(2) and (3)).

Is termination for breach the same as giving notice?

No. Giving notice ends a contract for the future without a breach. Termination for breach (ontbinding) is a remedy for a failure to perform under Article 6:265 Dutch Civil Code and usually requires the other party to be in default first.