Service contracts under Book 7 of the Civil Code: what you need to know

With the introduction of Book 7 “Specific Contracts” into the Belgian Civil Code, the legislator is about to take the next step in the far-reaching reform of Belgian contract law. Where Book 5 already modernised the general law of obligations, Book 7 seeks to bring clarity to the fragmented and at times outdated rules governing specific types of contract (sale and barter, hire and loan, service contracts, certain contracts of chance, sequestration and settlement).

The provisions of Book 7 generally apply as supplementary law unless the law itself stipulates that no deviation is permitted. Book 7 will apply to contracts concluded on or after 1 September 2027.

In this article, we discuss some key points to bear in mind and their potential impact on service-sector businesses.

Uniform framework for services

One of the most significant changes in Book 7 is the introduction of a general regime for service contracts. At present, the relevant rules are still spread across separate types of contracts, including contracts for work, agency agreements and contracts of deposit. In practice, this regularly leads to disputes over the correct classification of a contract.

Book 7 seeks to provide greater clarity in this regard. Where a party undertakes, without a relationship of subordination, to provide a material or intellectual service to another party, that agreement falls, in principle, under the new services regime. This provides for a uniform legal framework for a wide range of services, such as consultancy and IT services.

For certain specific types of contracts, a few additional rules continue to apply, e.g. for agency agreements (representation in name and on behalf of a principal) and construction contracts (building, renovation, demolition and major repairs).

Dual acceptance

Book 7 explicitly provides for the possibility of a two-stage acceptance in construction contracts. In practice, a provisional acceptance is often carried out, during which visible defects are identified, followed by a final acceptance after an agreed period of time. This dual acceptance is now expressly incorporated into the law.

However, it is important to note, that dual acceptance is not an automatically applicable rule. Unless the parties specify otherwise, acceptance remains a single-step process by default  (with the exception of residential construction contracts).

This is a significant change for contractors and property developers. The statutory provision affects, amongst other things, the start of liability periods, the handling of defects and the burden of proof on the parties.

Strengthened obligations for service providers (and clients)

Book 7 also imposes clear additional obligations in the performance of service contracts. For example, the so-called duty of care is expressly laid down in law. Where the performance of a contract entails risks to the client, the client’s property, third parties and their property, the service provider must take all reasonable measures to prevent damage. Consider, for example, a contractor who verifies in advance whether there are any underground pipes before excavation work begins, or a technical service provider who, when installing machinery, checks whether the workplace complies with safety standards and protective measures for staff.

In addition, the engagement of auxiliary persons, such as subcontractors or external specialists, is regulated more clearly. However and in principle the main/principal service provider remains liable for any errors made by these auxiliary persons whilst carrying out the contract. Book 7 also introduces a direct payment provision: if a subcontractor is not paid, s(he) may turn to the client directly. The parties may not deviate from this in their contract.

Another new feature is that, in projects involving multiple service providers, the client is, in principle, responsible for the coordination of the work, unless s(he) expressly assigns this task to one of them. At the same time, a mutual duty of information and cooperation is introduced between the client and the service provider.

Unforeseen circumstances

One notable change concerns the statutory recognition of unforeseen circumstances in service contracts, particularly those involving fixed or lump-sum price agreements.

Where external factors that already existed at the time the contract was concluded, but were not reasonably foreseeable, make performance unduly onerous, Book 7 provides for the possibility of renegotiation. If the parties fail to reach an agreement, the court may intervene under strict conditions. A specific example is a construction project in which an underground cable – which was already present when the contract was concluded but was not visible on the plans – results in additional work and costs. In this way, contracting parties can strike a balance between contractual certainty and economic reality, whilst at the same time increasing the importance of clear clauses regarding price revision and risk allocation.

Conclusion

Book 7 introduces significant changes to service contracts that will have a considerable  impact on sectors such as construction and consultancy. The new legal framework affects how contracts must be drafted, performed and interpreted, with clear rules on safety, cooperation, coordination and handover. Companies would therefore be well advised to have their contracts and standard documents reviewed in good time and, where necessary, adapted to the future legal requirements.

How can we help you?

As a law firm specialising in commercial law, we assist companies with a seamless transition to Book 7 of the Civil Code. You can turn to us for, amongst other things:

• reviewing and updating service contracts in light of the new legal framework; and
• practical advice on new projects or negotiations, with particular attention to clear agreements, risk allocation and pricing mechanisms.

Please feel free to reach out for an initial meeting. As commercial lawyers, we always consider the legal and commercial impact for your business.

Tibo Truyens and Pieter-Jan Aerts
De Langhe Attorneys

*This article forms part of our series on the reform of contract law under Book 7 of the Civil Code.

Part 1: Service contracts under Book 7 of the civil code: what you need to know
Part 2: The reform of sales law: what do you need to know as a buyer or seller?
Part 3: Coming soon