Peppol: what about the opposability of invoice terms and conditions?

*Is your invoicing already handled via myVandelanotte? Then you are already fully Peppol-proof!

What does “opposability” of invoice terms mean?

By opposability, we mean whether your general or specific terms and conditions are legally binding on your contractual counterparty. Broadly speaking, three basic principles apply:

• your terms must have been communicated before or at the time the contract is concluded;

• your customer must have had a genuine opportunity to accept them;

• merely mentioning terms on an invoice is, in principle, too late to impose new conditions.

Important to note: the Peppol network does not change these general rules. It is simply another channel through which invoices are exchanged.

Receiving and processing an invoice via Peppol

Through the Peppol network, invoices are exchanged directly between two businesses. However, simply receiving an invoice via Peppol does not mean that you automatically agree to the content of the invoice or to the accompanying invoice terms and conditions.

At present, Peppol itself does not offer any built-in functionality to dispute invoices. The legal assessment therefore takes place outside the platform.

How can you make your invoice terms enforceable?

Peppol may provide the possibility to complete certain text fields, add attachments, or refer to external documents via a URL. In this way, you can include your invoice terms with the invoice.

Nevertheless, we still recommend incorporating your invoice terms (including agreements on acceptance and dispute) into your general terms and conditions. These should be provided to the customer at the start of the commercial relationship (e.g. with a quotation or order form). It is also important that the customer explicitly accepts them.

In this respect, Peppol does not change the existing approach. You can therefore continue to follow your usual practice.

What steps should you take as an entrepreneur?

With mandatory e-invoicing approaching, now is the ideal time to review your terms and conditions. We recommend updating your general terms and conditions for B2B relationships in light of Peppol and providing clarity to your customers.

Specifically, you may wish to stipulate, among other things:

• that you only accept electronic invoices via Peppol;

• clear arrangements regarding the acceptance and dispute of invoices;

• payment terms for invoice settlement.

In addition, a specific clause is advisable regarding the recipient’s responsibility to register correctly on the Peppol network. This ensures that your company is only responsible for sending the invoice via Peppol, while responsibility for receipt clearly lies with your customer.

Conclusion

A well-prepared entrepreneur is worth two.

By already reviewing your general and invoice terms and aligning them with Peppol, you can avoid future disputes and legal uncertainty.

Do you have questions or would you like your terms and conditions reviewed? Our legal experts will be happy to assist you.