# Notices Clause

Source: https://contracko.com/clause-library/notices

# Notices Clause

Sets how formal communications must be sent and when they are deemed received under the contract.

## What it is

A notices clause specifies the valid methods for formal communications (termination notices, breach notices, claims), the addresses to use, and when a notice is deemed received. It ensures critical messages reach the right person and that delivery can be proven.

## Why it matters

A termination or default notice sent the wrong way may be invalid, missing a critical deadline. Clear delivery methods and deemed-receipt rules remove doubt about whether and when a notice took effect.

## How to apply it

- List accepted channels (registered post, courier, email) and the addresses.
- Set deemed-receipt rules and timing for each method.
- Require parties to keep their notice details current.
- Confirm whether email alone suffices for formal notices like termination.

## Negotiation tips

- • Allow email for routine notices but require registered post for termination.
- • Name a specific role or department to avoid notices reaching the wrong inbox.

## Common pitfalls

- • Relying on email when the clause requires registered post for formal notices.
- • Out-of-date notice addresses, so a valid notice never reaches the recipient.

### How Contracko helps

Contracko stores every contract with its notice addresses and delivery requirements in one searchable repository, so your team always has the correct details on hand when a formal notice must be sent. When notice deadlines are tied to contract milestones, such as renewal cut-offs or default cure periods, Contracko tracks them with reminders and calendar integration, reducing the risk of a notice arriving too late or by the wrong channel.

## Legal references

- [BW 3:37 Receipt theory for declarations (ontvangsttheorie) Dutch law](https://wetten.overheid.nl/BWBR0005291)
- [BW 6:248 Reasonableness and fairness Dutch law](https://wetten.overheid.nl/BWBR0005289)

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.

## Relevant for

[Software & SaaS](https://contracko.com/industries/software-saas)[Commercial Real Estate](https://contracko.com/industries/commercial-real-estate)[Logistics & Distribution](https://contracko.com/industries/logistics)[Financial Services](https://contracko.com/industries/financial-services)[Consulting](https://contracko.com/industries/consulting)

## Related clauses

- [Termination for Cause Clause](https://contracko.com/clause-library/termination-for-cause)
- [Renewal and Notice Period Clause](https://contracko.com/clause-library/renewal-and-notice)
- [Entire Agreement Clause](https://contracko.com/clause-library/entire-agreement)

## Related terms

- [Notice period](https://contracko.com/glossary/notice-period)
- [Boilerplate](https://contracko.com/glossary/boilerplate)
- [Termination](https://contracko.com/glossary/termination)

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## Frequently asked questions

Common questions about this clause.

- **Q:** When is a notice deemed received under Dutch law?
  **A:** Under the receipt theory (BW 3:37) a declaration takes effect when it reaches the addressee; a notices clause usually fixes a clearer deemed-receipt moment.

- **Q:** Is email enough for a formal termination notice?
  **A:** Only if the clause permits it. Many contracts still require registered post for termination, so check the method before relying on email.

- **Q:** What happens if a notice is sent to an outdated address?
  **A:** Under BW 3:37 a notice sent to the agreed address is generally effective if the failure to receive it is at the risk of the addressee; however, keeping addresses current avoids any dispute.

- **Q:** Can a notice be delivered by courier instead of registered post?
  **A:** Only if the clause lists courier as an accepted method. If the clause names only registered post, a courier delivery may not constitute a valid notice under the contract, even if faster.

- **Q:** Should the notices clause name a specific contact person or role?
  **A:** Yes. Naming a role such as General Counsel or a specific email address reduces the risk of a notice reaching the wrong inbox or being lost when staff changes occur.

## Never miss a risky clause again

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