Do you have to pay a cancellation fee if you cancel your participation in a fair?

When, as a company, you unilaterally cancel a contract, such as for a fair participation, paying a cancellation fee depends on the qualification of the contractual provision. A recent judgement shows that a pure termination fee - the price you pay to be allowed to lawfully terminate the contract - generally cannot be mitigated by the courts, unlike a classic damages clause. If you correctly agreed to the terms and conditions, you owe the agreed fee, even if it amounts to 100% of the invoice.

The facts and legal context

In a recent dispute, settled by the Antwerp Enterprise Court, Antwerp Division on February 2, 2026, fair organizer X Events claimed a cancellation fee from participant Company Y.

The facts played out as follows:

• Company Y registered electronically in November 2022 for a fair that was to take place in November 2024.
• The cost of the fair participation was 5,113.00 euros excluding VAT.
• On Nov. 5, 2024, barely 15 days before the start of the event, Company Y formally canceled its participation by email.
• The organizer, X Events, thereupon claimed a cancellation fee of 100% of the registration price plus a fixed administrative additional cost of 1,000.00 euros due to the lateness, amounting to a total of 6,113.00 euros.

Company Y contested this invoice vehemently. It argued that the organizer's terms and conditions were not enforceable against it because it did not know their exact location or content when it signed. In addition, it invoked force majeure because of the illness of essential personnel. Finally, the company argued that the clause was in fact a ‘damage clause’ that should be reduced to zero because the organizer had reused the vacated space as a “media corner” and thus had suffered no real damage.

The court's decision

The court largely vindicated the fair organizer and rejected the participant's defenses.

• Objectionability of general terms and conditions: The court ruled that the terms did apply. It is sufficient for a party to have the opportunity to become familiar with the terms and conditions and agree to them. Because Company Y signed an enrollment form with an explicit acknowledgement of knowledge of the “rules and regulations” under the heading “General terms & conditions,” there was valid consent. Moreover, on several occasions thereafter, the company received invoices with a web link to these terms and conditions without protesting them.
• No force majeure: The defense of force majeure was declared unfounded. Illness of personnel that reduces the utility of a fair participation does not constitute an insurmountable impediment to performance of the contract.
• Damages clause vs. termination payment The court ruled firmly that the clause was a “termination clause,” and not a “damages clause.” Whereas a damages clause assesses damages for breach of contract, a termination clause regulates the unilateral, faultless termination of a contract. Because it is a termination payment, the court generally cannot moderate the relationship between the agreed amount and the actual damages suffered.
• No unlawful clause: Company Y still argued that the clause was void under B2B unfair terms regulation, but the court rejected this. A fee of 100% is not unusual in the event industry, especially just before the start of a fair for which two years of preparation were already underway. It does not create a ‘manifest imbalance’ between the parties' rights and obligations.

Company Y was ordered to pay the principal sum of €6,113.00. The court rejected only the conventional interest of 8%, because a termination fee is not a price for a service rendered and therefore neither VAT nor contractual interest for late payment of invoices is applicable to it. However, statutory interest was due.

Legal analysis and interpretation

This ruling illustrates a crucial, dogmatic distinction in Belgian contract law that is often overlooked by entrepreneurs: the difference between the damages clause (Art. 5.88 CC / Art. 1231 Old CC) and the power of termination with accompanying compensation.

A damages clause comes into effect upon the non-performance of an obligation (a contractual fault or breach of contract). The legislature explicitly allows the court to moderate a damages clause if the amount is manifestly unreasonable in relation to the potentially foreseeable damages.

A termination clause, on the other hand, grants a party the subjective right to unilaterally terminate the contract. The payment in return is not a penalty for breach of contract, but simply the contractually agreed ‘price’ for exercising that right. Consequently, this clause generally escapes the judicial mitigation power that does apply to damages clauses.

In addition, the court tested the clause against the strict B2B regulations from the Code of Economic Law (CEL). According to Article VI.91/3, § 1 CEL, any clause that creates a ‘manifest imbalance’ is unlawful and therefore void. However, the court emphasizes the marginal test (“manifestly”) and points out that sectoral customs and the economic reality of the contract must be taken into account. A fair organizer may find it particularly difficult to accommodate late cancellations, which legally justifies a high cancellation fee.

Finally, this judgment refutes the contention that the reallocation of a pitch (in this case as a “media corner” ) would constitute an abuse of law on the part of the organizer. On the contrary, the court correctly qualifies this as an expression of the general duty to limit damages.

What this specifically means

The impact of this case law is significant, depending on your position in the contract:

• For the service provider or organizer: It pays to make your terms and conditions legally conclusive. Formulate cancellation options explicitly as a ‘power of cancellation’ with a ‘termination fee,’ and avoid terminology such as “damages for breach of contract” or “penalty. In addition, make sure your contractor explicitly agrees to your terms and conditions at contract conclusion (for example, via a checkbox to be checked or explicitly stated on the offer).
• For the buyer or participant: Be extremely vigilant when signing agreements in a B2B context. If you agree to a cancellation fee of 100%, the court will almost always hold you to it, regardless of whether the other party actually suffers financial damage from your cancellation. Invoking force majeure requires an absolute inability to perform the contract; illness of your staff almost never suffices for this.

Frequently asked questions (FAQ)

What is the difference between a damages clause and a termination payment?
A damages clause compensates you for damages caused by a party's failure to fulfill its contractual obligations (a mistake). A termination payment is the pre-agreed price you pay to get the right to get out of a contract early, and without fault.

Can the court reduce a very high cancellation fee?
As a rule, if the cancellation fee is correctly qualified as a ‘termination fee,’ the court cannot reduce (mitigate) it. This is in contrast to a ‘damage clause,’ which can be reduced by the court if the amount is excessive.

Are general terms and conditions valid if they appear only on an invoice or website?
General terms and conditions are only valid if the other party had the opportunity to take note of them and accepted them (tacitly or explicitly) at the latest when concluding the contract. A reference with a web link when signing the contract, and repeatedly on subsequent invoices without protest, is often considered sufficient in B2B relations.

Conclusion

A unilateral cancellation of a B2B contract can cost you dearly in Belgium if you blindly agree to your supplier's general terms and conditions. A correctly drafted cancellation clause largely escapes judicial moderation, leaving you bound by the agreed compensation. Conversely, for service providers, this proves the importance of strongly drafted general terms and conditions.