Civil Code: impact on liability of employees and other auxiliaries
Commercial contracts entered into by your company with its customers, that are governed by Belgian law are largely governed by the rules of the Civil Code.
From 1 January 2025 onwards, Book 6 of the Civil Code implements a major reform on liability. From then on, customers of your company will be able to hold your 'auxiliary persons' - including your employees, freelancers, directors and subcontractors - directly liable in case of contractual breaches. Whereas previously (until 31 December 2024) only your company could be held liable, this reform exposes these auxiliary persons to extra-contractual claims from your customers.
However, this new regulation is supplementary, which means that companies can mitigate these risks by including specific exemption clauses in their contracts and general terms and conditions. By adapting your contracts in other words, you can protect your team and prevent your clients from taking direct action against them. We therefore recommend that you amend your general terms and conditions to ensure that this exemption is added, ideally even before the new legislation comes into force.
In addition, we recommend that you contact your insurance broker to check whether your current professional liability insurance covers all your auxiliary persons, whether your insurance also covers claims directly addressed to auxiliary persons and what costs are covered (e.g. costs for legal assistance to the auxiliary person).
Pro-Pay can assist you to amend your contracts to avoid your auxiliaries being held non-contractually liable. You can contact us through the following email address: legal@pro-pay.be
