Arbitration clauses under Dutch law: requirements, ICC and UNCITRAL model clauses and example wording

An arbitration clause in a contract governed by Dutch law replaces the state courts with arbitrators for the disputes it covers. Under the Dutch Arbitration Act (Book 4 of the Dutch Code of Civil Procedure), the clause is proven by a written document, and a reference to accepted general terms is enough. A good clause names the rules or institute, the seat, the number of arbitrators and the language. This page gives the official model clauses of the NAI, the ICC and UNCITRAL, and example wording for Dutch-seated ad hoc arbitration, tiered clauses, consumer contracts and submission agreements.

Arbitration clauses under Dutch law at a glance

• Legal basis: Articles 1020 and 1021 of the Dutch Code of Civil Procedure (DCCP); the clause may cover existing or future disputes.
• Form: proven by a written document or electronic data, including accepted general terms (Article 1021).
• Seat: a seat in the Netherlands makes the Dutch Arbitration Act apply (Article 1073(1)).
• Essentials: rules or institute, seat, number of arbitrators, language, and the law governing the contract.
• Model clauses: the NAI, the ICC and UNCITRAL each publish a recommended clause, set out below.
• Consumers: a clause in general terms must give the consumer one month to choose the state court (Article 6:236(n) of the Dutch Civil Code).
• Background: for the procedure, awards and enforcement, see arbitration in the Netherlands.

On this page

Why Include an Arbitration Clause in a Dutch-Law Contract?

Because the parties then choose their decision makers, can keep the dispute confidential if they agree on it, and obtain an award that can be enforced in the 172 states party to the New York Convention (UN Treaty Collection, September 2026). The trade-off is that there is no appeal on the merits unless agreed, and that the parties pay the arbitrators.

Arbitration is common in construction, shipping, commodity trade, M&A and international distribution. For purely domestic disputes of limited value, the state courts are often quicker and cheaper. For international disputes where English-language court proceedings are preferred, the Netherlands Commercial Court in Amsterdam is an alternative; see the Dutch court system.

What Does Dutch Law Require for an Arbitration Clause?

An agreement to submit disputes arising from a defined legal relationship, contractual or not, to arbitration (Article 1020(1) DCCP), proven by a written document (Article 1021). That document may be the contract itself, an exchange of emails, or a document referring to general terms containing the clause that the other party accepted expressly or tacitly.

• A clause for future disputes is an arbitration clause; an agreement about an existing dispute is a submission agreement (Article 1020(2)).
• Arbitration rules referred to in the clause become part of it (Article 1020(6)).
• The dispute must concern legal consequences that the parties can freely determine (Article 1020(3)).
• For consumer contracts, the black list in Article 6:236(n) of the Dutch Civil Code applies; see below.

What Should an Arbitration Clause Cover?

What Is the NAI Model Arbitration Clause?

The Netherlands Arbitration Institute (NAI) recommends the following clause for arbitration under its Arbitration Rules, as published on its website:

"All disputes arising in connection with the present agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute."

The NAI also recommends stating the place of arbitration, because it determines the applicable arbitration law. A completed clause could add, for example: "The place of arbitration shall be Rotterdam, the Netherlands. The number of arbitrators shall be three. The arbitration shall be conducted in the English language." The NAI website offers a clause generator for these choices, including an option to give the Netherlands Commercial Court exclusive jurisdiction for court proceedings related to the arbitration, with Amsterdam as the place of arbitration.

Points of the NAI Arbitration Rules (in force since 31 December 2024) that matter when drafting:

• Default seat: if the parties have not agreed on a place of arbitration, it is Amsterdam (Article 27(1)).
• Confidentiality: an NAI arbitration is confidential (Article 7(1)). The NAI may publish awards without the parties' names, unless a party objects within two months (Article 7(3)).
• Expedited arbitration: applies automatically if the arbitration agreement was concluded on or after 1 March 2024, the claim does not exceed EUR 1,000,000 and the parties have not ruled it out (Article 42(1)). Parties who do not want it should exclude it in the clause.
• Emergency arbitration: urgent interim measures can be obtained from a separately appointed tribunal, whether or not arbitration on the merits is pending (Articles 40 and 41).
• Consolidation: applies unless the parties have agreed otherwise (Article 44(1)), so parties who want to exclude it must say so.

What Is the ICC Model Arbitration Clause?

The International Chamber of Commerce recommends the following standard clause for ICC arbitration, as published on its website:

"All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules."

The ICC notes that its Rules presume a sole arbitrator, and recommends that parties consider stating the law governing the contract, the number of arbitrators, the place of arbitration (city and country) and the language. For a Dutch seat, a completed version could add, for example: "The number of arbitrators shall be three. The place of arbitration shall be Amsterdam, the Netherlands. The language of the arbitration shall be English. This contract is governed by Dutch law."

The ICC also publishes wording for common variations, which parties add to the standard clause:

• Without an emergency arbitrator: "The Emergency Arbitrator Provisions shall not apply".
• Without the expedited procedure: "The Expedited Procedure Provisions shall not apply".
• Expedited procedure for any amount: "The parties agree that the Expedited Procedure Provisions shall apply irrespective of the amount in dispute".
• No publication: "No award or procedural order made in the arbitration shall be published."

What Is the UNCITRAL Model Arbitration Clause?

For ad hoc arbitration under the UNCITRAL Arbitration Rules, without an administering institute, the Rules contain this model clause:

"Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules."

The Rules advise parties to consider adding: the appointing authority (name of institution or person); the number of arbitrators (one or three); the place of arbitration (town and country); and the language of the proceedings. An appointing authority matters in ad hoc arbitration, because it steps in when a party does not cooperate in appointing the tribunal.

The Rules also suggest an optional waiver of "any form of recourse against an award to any court or other competent authority, insofar as such waiver can validly be made under the applicable law". For an arbitration seated in the Netherlands, the Dutch Arbitration Act only provides for excluding an appeal in cassation, and not against a consumer (Article 1064a(5) DCCP); it does not provide for excluding setting aside. A general waiver should therefore not be relied upon to remove the setting aside remedy.

What Does an Ad Hoc Arbitration Clause With a Dutch Seat Look Like?

Without an institute or institutional rules, the Dutch Arbitration Act fills the gaps. The following is example wording, not an official text; adapt it to the contract.

"All disputes arising out of or in connection with this agreement, including disputes concerning its existence or validity, shall be finally settled by arbitration in accordance with Book 4 of the Dutch Code of Civil Procedure. The arbitral tribunal shall consist of [one / three] arbitrator(s). [Each party shall appoint one arbitrator and the two arbitrators so appointed shall appoint the chair.] The place of arbitration shall be [Amsterdam], the Netherlands. The arbitration shall be conducted in the [English] language. This agreement is governed by Dutch law."

If no appointment is made within three months after the arbitration has started, the preliminary relief judge of the district court appoints the missing arbitrators on request (Article 1027(3) DCCP). Between businesses, parties can add: "The parties exclude an appeal in cassation against a judgment on a claim for setting aside." (Article 1064a(5)). If the seat is in the Amsterdam district, they can also agree that a claim for setting aside is brought before the Netherlands Commercial Court of Appeal (Article 1064a(1)).

How Do You Draft a Tiered Dispute Resolution Clause?

A tiered clause requires negotiation or mediation before arbitration. It works only if each step has a clear trigger and time limit, so that a party knows when it may start the arbitration. Example wording:

"The parties shall first attempt to resolve any dispute arising out of or in connection with this agreement through negotiations between their senior management, starting with a written notice describing the dispute. If the dispute is not resolved within [30] days of that notice, either party may refer it to mediation under [the chosen mediation rules]. If the dispute is not resolved within [60] days of the start of the mediation, it shall be finally settled by arbitration in accordance with [the arbitration clause]. Either party may at any time seek interim or conservatory measures from the competent court."

The last sentence reflects Dutch law: an arbitration agreement does not prevent a party from asking the court for conservatory measures, such as a prejudgment attachment, or for relief in summary proceedings (Article 1022a DCCP). On mediation, see mediation and alternative dispute resolution.

Can You Use an Arbitration Clause With Consumers?

Yes, but in general terms it is black-listed unless the consumer can still choose the state court. The clause is regarded as unreasonably onerous unless it gives the consumer at least one month, after the business has invoked the clause in writing, to opt for the court that is competent by law (Article 6:236(n) of the Dutch Civil Code).

Example wording to add to an arbitration clause in consumer terms:

"If the other party is a consumer, the consumer may, within one month after we have invoked this arbitration clause against them in writing, choose to have the dispute decided by the court that is competent by law."

A consumer also keeps the right to appeal in cassation against a judgment on setting aside, which cannot be excluded (Article 1064a(5) DCCP). See general terms and conditions.

How Do You Agree to Arbitrate a Dispute That Has Already Arisen?

With a submission agreement (compromis), which describes the existing dispute and submits it to arbitration (Article 1020(2) DCCP). It is useful when the contract has no arbitration clause, or when parties want a quick expert decision on one issue. Example wording:

"The parties hereby submit the following dispute to arbitration: [description of the dispute, including the claims]. The dispute shall be finally settled by [a sole arbitrator / three arbitrators] in accordance with [the chosen rules / Book 4 of the Dutch Code of Civil Procedure]. The place of arbitration shall be [city], the Netherlands, and the language of the arbitration shall be [language]."

Parties can also submit only the determination of a fact, quality or condition, or of the amount of damages or a sum owed, to arbitration (Article 1020(4)). That is a form of binding expert determination with the status of an arbitral award.

Which Optional Provisions Can Be Added?

• Arbitral appeal: only available if agreed (Article 1061b DCCP). Example: "An award may be appealed to a second arbitral tribunal of three arbitrators within three months after the award has been sent."
• Confidentiality: the Act imposes no general duty of confidentiality. Example: "The parties, the arbitrators and any institute shall keep the existence and content of the arbitration and the award confidential, except insofar as disclosure is required by law or to enforce or challenge the award."
• Consolidation: parties can designate a third party to decide on consolidation with related arbitrations in or outside the Netherlands (Article 1046).
• Interim relief tribunal: parties can agree that a separate tribunal may grant interim relief, whether or not the main arbitration has started (Article 1043b(2)).
• Challenge of arbitrators: parties can agree that an independent third party, rather than the court, decides on a challenge (Article 1035(7)).

What Are Common Mistakes in Arbitration Clauses?

1. Pathological wording: naming an institute that does not exist, or rules of one institute with administration by another.
2. Optional wording: "disputes may be referred to arbitration" invites a dispute about whether arbitration is mandatory.
3. Conflicting clauses: an arbitration clause in the contract and a choice of court clause in the general terms. State which prevails.
4. Missing seat: without a seat, the tribunal determines it (Article 1037), which can mean an unwanted arbitration law.
5. Even number of arbitrators: Dutch law requires an odd number (Article 1026).
6. Consumer terms: omitting the one-month option makes the clause voidable against the consumer.

Which Sources Govern Arbitration Clauses Under Dutch Law?

• Articles 1020 to 1076 of the Dutch Code of Civil Procedure, the Dutch Arbitration Act
• Article 6:236 of the Dutch Civil Code, arbitration clauses in consumer terms
• NAI model arbitration clause and NAI Arbitration Rules (31 December 2024)
• ICC arbitration clause, standard clause and variations
• UNCITRAL Arbitration Rules, model arbitration clause for contracts