builder30 min

Contract Review with Legal Grounding

Paste a contract clause or describe a contractual arrangement, and Claude will analyze it against applicable European law. Using Moonlit's database, Claude identifies relevant statutory provisions, flags clauses that may conflict with mandatory law, cites case law on enforceability, and suggests improvements. This is particularly useful for cross-border contracts where multiple legal regimes may apply.

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Try these prompts

Review this limitation of liability clause for compliance with Dutch law: [paste clause]

Is this non-solicitation clause enforceable under German employment law?

Check whether this force majeure clause would cover pandemic-related disruptions under Belgian law.

Review this data processing agreement for GDPR Article 28 compliance.

Would this arbitration clause be enforceable for a B2C contract under the EU Consumer Rights Directive?

Example Conversation

You

Review this limitation of liability clause for compliance with Dutch law: "The Supplier's total aggregate liability under this Agreement shall not exceed the fees paid by the Client in the twelve (12) months preceding the claim. In no event shall the Supplier be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or business interruption, regardless of the cause of action."

Claude

I'll search Moonlit for Dutch legislation and case law on limitation of liability clauses. **Analysis of the Limitation of Liability Clause under Dutch Law** **1. General Enforceability** Under Dutch law, limitation of liability clauses are generally permitted between commercial parties under the principle of contractual freedom (Article 6:248 BW). However, several mandatory limits apply. **2. Gross Negligence and Wilful Misconduct** The clause as drafted would be unenforceable insofar as it attempts to exclude liability for wilful misconduct (opzet) or gross negligence (grove schuld). The Hoge Raad has consistently held that such exclusions are void as contrary to public policy (ECLI:NL:HR:2020:1084). You should add: "This limitation shall not apply to liability arising from wilful misconduct or gross negligence." **3. Unfair Terms Regime (Articles 6:231-6:247 BW)** If this is part of your general terms and conditions (algemene voorwaarden), the clause must survive the "grey list" test under Article 6:237 BW. Specifically: - Article 6:237(f) provides that a clause limiting the obligation to perform is presumed unreasonably onerous - The exclusion of "loss of data" could be challenged if data protection is a core obligation under the agreement The Hoge Raad addressed this in ECLI:NL:HR:2022:867, holding that the nature and severity of the limitation must be proportionate to the risks assumed by each party. **4. Consumer Protection** If the Client could be a consumer, this clause would likely be void under Directive 93/13/EEC (Unfair Terms in Consumer Contracts), implemented in Dutch law. The blanket exclusion of consequential damages with no ceiling would appear on the "blue list" of potentially unfair terms. **5. The 12-Month Cap** The financial cap tied to fees paid in the preceding 12 months is a common and generally accepted approach in Dutch B2B contracts. However, consider whether it is appropriate given the nature of the services. For IT services involving critical data, Dutch courts have sometimes found low caps unreasonable (Rechtbank Amsterdam, ECLI:NL:RBAMS:2021:5634). **Recommended revisions:** - Carve out wilful misconduct and gross negligence - Carve out liability for death or personal injury - Consider separate, higher caps for data breaches and IP infringement - Ensure the clause does not attempt to limit mandatory statutory liability - If used as general terms, ensure proper incorporation (terhandstelling) under Article 6:234 BW

Moonlit tools Claude uses

search_documents

Searches Dutch Civil Code provisions, Hoge Raad rulings, and lower court decisions on contract law and limitation of liability.

get_document

Retrieves the full text of relevant court decisions to verify specific holdings on clause enforceability.

Example Output

{
  "clause_type": "limitation_of_liability",
  "jurisdiction": "NL",
  "risk_items": [
    {
      "severity": "high",
      "issue": "No carve-out for wilful misconduct (opzet) or gross negligence (grove schuld)",
      "source": "ECLI:NL:HR:2020:1084"
    },
    {
      "severity": "medium",
      "issue": "Blanket exclusion of consequential damages may be challenged under Art. 6:237 BW grey list",
      "source": "Article 6:237(f) BW"
    },
    {
      "severity": "medium",
      "issue": "Loss of data exclusion may be unreasonable if data handling is a core contractual obligation",
      "source": "ECLI:NL:HR:2022:867"
    }
  ],
  "sources_cited": 6
}

What's next

GDPR Compliance Check

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