Damages under the new rules: what can and cannot be agreed

Limitation of liability clauses are among the most heavily negotiated parts of commercial contracts. Under Slovak law, however, they remain in a grey area: whether a damages claim can be waived or limited in advance is still disputed. The new Civil Code, approved by the government on 6 May 2026, sets out clear rules.

Advance waivers will generally be permitted

According to the recodification commission’s materials, waiving damages claims in advance should be permitted in principle, consistent with party autonomy. The express boundary under § 641 of the draft is that the agreement must not protect intentional wrongdoers. A person who deliberately causes harm cannot hide behind the clause.

For businesses, the draft broadens the scope for agreeing limits on liability, particularly between businesses. The validity of a particular clause will nevertheless continue to depend on other mandatory rules and the nature of the relationship, including consumer protection; merely complying with the prohibition on limiting liability for intentional harm does not guarantee success in a dispute. Templates for new contracts should also be reviewed in conjunction with liability insurance. For existing contracts, the applicable law must first be determined under the draft’s transitional provisions.

Express rules for disguised late-payment interest

The new code will expressly regulate disguised late-payment interest: provisions that perform the economic function of default interest even though the contract calls them something else. This structure has long caused practical difficulties; it will now have a clear legal regime. We therefore recommend reviewing contractual penalty mechanisms among the first provisions.

Non-pecuniary claims and wider compensation

The draft also addresses the disputed issue of non-pecuniary claims arising from breach of contract. The commission’s brochure gives a telling example: if a wedding reception is cancelled on the last day, simply returning the deposit is plainly inadequate. The range of expressly regulated grounds of liability is also expanded, broader compensation is recognised and express rules address non-pecuniary harm suffered by secondary victims, such as relatives of a road accident victim.

What you can do now

Parliament must still consider the draft, and the anticipated effective date is 1 July 2027, so the wording may change. The draft gives liability clauses a more express framework, but their specific content will still require individual assessment. It is worth assessing templates and general terms early. Our preparation for the new Civil Code includes reviewing limitation clauses. If you are already dealing with a loss, see our damages service.