Is your company ready for the new liability rules?
April 2025 - Since 1 January 2025, the rules around liability in the Civil Code have changed significantly. This has direct consequences for your companies, employees and external partners.
Whereas companies used to be able to protect themselves contractually quite easily, the new legislation offers broader possibilities for claims for damages.
What will change?
Liability reform brings two major changes:
Extension of liability
In addition to traditional contractual liability, companies can now also be sued for so-called ‘extra-contractual errors’. This means that you are responsible not only for errors within a contract, but also for violations of legal obligations and standards of care.
Direct liability of external and internal employees
Whereas previously employees, independent service providers and subcontractors were protected against direct claims from your customers or suppliers, they can now be held directly liable.
This means that both your company and your employees and partners are more at risk of legal claims.
What impact will this have on your business?
These new regulations make it easier for customers and business partners to recover damages. Not only on your company, but also on your employees and external service providers. This can lead to higher legal costs, reputational damage and operational risks. It is therefore essential to take timely action.
How can you protect yourself?
Fortunately, there are several ways to protect your company and employees from this expanded liability:
· Clear contractual arrangements
Make sure your contracts contain clear clauses to limit liability where legally possible. This will help you avoid unforeseen claims.
· Protection of your employees and external partners
Include provisions in your agreements that give employees and independent service providers the same protection as your company. This reduces the risk of individual claims.
· Adapt and extend insurance
Consider specific insurance policies, such as directors' liability insurance or professional indemnity insurance. These provide you with additional security and limit the financial impact of any claims.
· Optimise organisational structure
Establishing a management company can help in some cases to spread liability and better manage risks.
Are there any exceptions?
Certain categories of employees still retain some degree of protection:
· Employees
They remain largely protected under the Employment Contracts Act. This means customers can only sue them in the event of:
A serious error
An intentional error
A minor fault that occurs repeatedly
· Directors
Company law already places limits on their liability. Directors can only be sued if they act in a way that another reasonably acting director would avoid.
What can you do now?
It is crucial to proactively review your contracts and general terms and conditions and adapt them to the new legislation. The rules have been in force since 1 January 2025, so your existing agreements may no longer meet the new requirements. A small contractual adjustment today can prevent major legal and financial problems in the future.
