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Client Contract

Client Contract Template for Netherlands

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Key Requirements PROMPT example:

Client Contract

"I need a Client Contract under Dutch law for my IT consultancy company to provide software development services to enterprise clients, including standard data protection clauses and service level commitments."

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Document background
This Client Contract template is designed for use under Dutch law when establishing a formal service relationship between a service provider and their clients. It is particularly suitable for both business-to-business and business-to-consumer service arrangements in the Netherlands, incorporating mandatory provisions from the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations. The document covers essential aspects such as service scope, payment terms, liability limitations, and data protection requirements, while remaining flexible enough to accommodate various service types and business sectors. It includes specific provisions required under Dutch law regarding notice periods, liability caps, and consumer protection (where applicable), making it a robust foundation for service-based business relationships in the Dutch market.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers

2. Background: Context of the agreement and brief description of the parties' intention to enter into the service relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Services: Detailed description of the services to be provided by the service provider

5. Duration and Termination: Term of the agreement, renewal provisions, and circumstances under which either party may terminate

6. Fees and Payment: Service fees, payment terms, invoicing procedures, and consequences of late payment

7. Service Provider's Obligations: Key responsibilities and commitments of the service provider

8. Client's Obligations: Key responsibilities and commitments of the client

9. Intellectual Property Rights: Ownership and usage rights of intellectual property created or used during service provision

10. Confidentiality: Obligations regarding confidential information exchanged between parties

11. Data Protection: GDPR compliance and data processing obligations

12. Liability and Indemnification: Limitation of liability and indemnification provisions

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

15. Entire Agreement: Integration clause confirming the contract represents the entire agreement between parties

16. Signing Page: Execution block for parties' signatures

Optional Sections

1. Service Levels: Specific performance metrics and standards, used when service levels need to be quantified

2. Change Control: Process for managing changes to services or contract terms, relevant for longer-term or complex service arrangements

3. Insurance: Insurance requirements, particularly relevant for high-risk services

4. Staff and Subcontracting: Rules regarding use of personnel and subcontractors, important when service delivery involves third parties

5. Audit Rights: Client's rights to audit service provider's performance, relevant for regulated industries or critical services

6. Business Continuity: Disaster recovery and business continuity requirements, important for critical services

7. Exit Assistance: Provisions for transition of services upon termination, relevant for complex or critical services

8. Anti-Bribery and Corruption: Compliance with anti-corruption laws, particularly relevant for international services or public sector clients

9. Environmental Requirements: Environmental compliance obligations, relevant for services with environmental impact

Suggested Schedules

1. Service Description: Detailed specification of services to be provided

2. Pricing Schedule: Detailed breakdown of fees, rates, and payment terms

3. Service Levels and KPIs: Detailed performance metrics and measurement methodology

4. Data Processing Agreement: GDPR-compliant data processing terms and details

5. Contact Details: Key contacts and escalation procedures for both parties

6. Technical Requirements: Technical specifications and requirements for service delivery

7. Form of Change Order: Template for documenting agreed changes to services or terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Business Day
Charges
Client
Client Materials
Confidential Information
Contract Year
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Personal Data
Personnel
Processing
Services
Service Levels
Service Provider
Specification
Subcontractor
Term
Working Hours
Change Order
Data Protection Laws
GDPR
Losses
Material Breach
Payment Terms
Records
Related Parties
Schedule
Service Credits
Start Date
Territory
VAT
Working Day
Clauses
Interpretation
Services
Duration
Termination
Service Provider Obligations
Client Obligations
Charges and Payment
Service Levels
Intellectual Property Rights
Data Protection
Confidentiality
Liability and Indemnification
Insurance
Force Majeure
Change Control
Staff and Personnel
Subcontracting
Non-Solicitation
Anti-Bribery and Corruption
Audit Rights
Record Keeping
Notice
Assignment and Transfer
Severability
Waiver
Entire Agreement
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
Amendments
Business Continuity
Exit Management
Environmental Compliance
Health and Safety
Quality Assurance
Reporting
Warranties
Competition Law Compliance
Relevant Industries

Professional Services

Information Technology

Consulting

Financial Services

Healthcare

Manufacturing

Retail

Education

Real Estate

Construction

Legal Services

Marketing and Advertising

Software Development

Business Process Outsourcing

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Procurement

Compliance

Project Management

Account Management

Risk Management

Client Services

Executive Leadership

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Account Executive

Sales Director

Operations Manager

Procurement Manager

Compliance Officer

Project Manager

Commercial Director

Chief Operating Officer

Risk Manager

General Counsel

Managing Director

Client Services Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 6: Contains general provisions on obligations and contracts, including formation, validity, interpretation, and termination of contracts
Dutch Civil Code (Burgerlijk Wetboek) - Book 7: Specific provisions regarding service agreements (overeenkomst van opdracht) and different types of commercial contracts
EU General Data Protection Regulation (GDPR): Regulations governing the processing and protection of personal data, which must be addressed if personal data is processed under the contract
Dutch Implementation of Consumer Rights Directive: Specific provisions protecting consumers in business-to-consumer contracts, including information requirements and right of withdrawal
Dutch Act on Unfair Contract Terms (Wet oneerlijke contractsvoorwaarden): Regulations regarding unfair terms in contracts, particularly relevant for standard terms and conditions
Services Directive 2006/123/EC (as implemented in Dutch law): Framework for cross-border service provision within the EU, relevant for contracts with international aspects
Dutch Telecommunications Act (Telecommunicatiewet): Relevant for electronic communication and online service provision, including rules about electronic contracts
Money Laundering and Terrorist Financing Prevention Act (Wwft): Customer due diligence requirements that might need to be referenced in the contract depending on the service type
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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