What is a mandate agreement (overeenkomst van opdracht) under Dutch law?

Dutch term: Overeenkomst van opdracht | Legal basis: Articles 7:400-7:413 BW

A mandate agreement (overeenkomst van opdracht) under articles 7:400 to 7:413 of the Dutch Civil Code is a contract under which one party (the contractor, opdrachtnemer) undertakes to perform work other than under an employment contract or a contract for the production of a tangible thing. It covers professional services, consultancy, management and similar engagements.

The contractor must perform with the care of a reasonably competent and acting professional (article 7:401 BW). The principal can terminate the mandate at any time, but may owe compensation for work already performed and costs incurred. The contractor can also terminate, but must take care not to terminate at an inopportune moment.

Why it matters for international businesses

For international businesses engaging Dutch professional service providers, the mandate agreement is the default contract type. The duty of care standard provides a baseline quality obligation that supplements the contractual specifications.