Classification of Law
The Netherlands's legal system is a mixture of Roman civil law and Anglo-American common law systems. Civil law operates in areas such as family relations, property, succession, contract, and criminal law, while statutes and principles of common law origin are evident in such areas as constitutional law, procedure, corporations law, taxation, insurance, labour relations, banking and currency.
Civil law systems are based on concepts derived from old Roman law, distinguishable by their reliance on having a comprehensive set of rules and principles codified and easily accessible to both citizens and legal professionals. Codified laws are regularly revised to reflect the current environment, and have stronger emphasis in civil law countries than any precedent set by earlier court cases. Civil law countries cover more than 65% of world’s legal system, including the majority of continental Europe, Central and South America, the Middle East, Asia and Africa.
eSignature Legality Summary
Under Dutch law, contracts are generally valid if legally competent parties reach an agreement, whether they agree verbally, electronically or in a physical paper document. Article 3:15a Dutch Civil Code specifically confirms that contracts cannot be denied enforceability merely because they are concluded electronically. To prove a valid contract, parties sometimes have to present evidence in court and find it difficult to prove verbal contracts or electronic contracts formed by email or simple click-through arrangements. Leading electronic signature solutions can be used to create electronic records that are admissible in evidence under Article 152(1) Dutch Civil Procedure Act, to support the existence, authenticity and valid acceptance of a contract.
In addition, Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (the “eIDAS Regulation”) came into force on 1 July 2016. The eIDAS Regulation repealed and replaced the e-Signatures Directive (1999/93/EC) and is directly applicable in the 28 member countries of the European Union.
The eIDAS Regulation is technology neutral and defines three types of electronic signature (SES, AES, QES). Article 25(1) provides that an electronic signature shall not be denied legal effect and admissibility as evidence in legal proceedings solely on the grounds that it is in an electronic form or does not meet the requirements of a QES. Articles 25(2) and (3) give a QES the same legal effect as a handwritten signature and ensure that a QES recognized in one Member State of the EU is also recognized in other Member States. Finally, Recital 49 allows national law to set requirements regarding which type of electronic signature may be required in which circumstances.
Use Cases for Standard Electronic Signature (SES)
Use cases where an SES is typically appropriate include:
- HR documents, such as employment contracts (except those that include restrictive covenants), benefits paperwork and other new employee onboarding processes
- commercial agreements between corporate entities, including NDAs, procurement documents, sales agreements
- consumer agreements, including new retail account opening documents
- real estate documents, including lease agreements, purchase and sales contracts, and other related documentation for residential and commercial real estate
Use Cases for Other Types of Electronic Signature (e.g. Digital Signature, AES, QES)
Use cases where an electronic signature other than SES may be required include:
- QES – insurance policies
- QES - sales agreements regarding the sale/purchase of a house and combined lease/rent of a house
- QES – restrictive covenants in an employment agreement
- QES – transfer of debts or certain assets, such as copyrights, pledges
- QES – wills or codicils
Use Cases That Are Not Typically Appropriate for Electronic Signatures or Digital Transaction Management
Use cases that are specifically barred from digital or electronic processes or that include explicit requirements, such as handwritten (e.g. wet ink) signatures or formal notarial process that are not usually compatible with electronic signatures or digital transaction management.
- Notarization - real property transfer contracts and deeds (except lease contracts and other contracts related to real estate, which can be signed validly via any form of electronic signature)
- Notarization - intangible property transfers, such as patent and copyright assignments (except non-exclusive patent, copyright or other IP licenses)
 An AES is an “advanced electronic signature”, a type of electronic signature that meets the following requirements: (a) it is uniquely linked to the signatory; (b) it is capable of identifying the signatory; (c) it is created using means that are under the signatory’s sole control; and (d) it is linked to other electronic data in such a way that any alteration to the said data can be detected.
 A QES is a specific digital signature implementation that has met the particular specifications of a government, including using a secure signature creation device, and been certified as ‘qualified’ by either that government or a party contracted by that government.
Local Technology Standards
As a Tiered eSignature Legal Model country, The Netherlands support the concept of a QES (Qualified Electronic Signature), requiring independent accreditation for those signatures by an approved certification body. While QES is only legally required for limited types of transactions, as previously discussed, the Netherlands as a member of the European Union, follows ETSI (European Telecommunications Standards Institute) standards to define the technical requirements for a QES. In compliance with the EU Directive 1999/93/EC on Electronic Signature, the Netherlands maintains a full list accessible to the public of authorized qualified electronic certificate providers together with other countries in the European Union.
DISCLAIMER: The information on this site is for general information purposes only and is not intended to serve as legal advice. Laws governing electronic signature may change quickly, so DocuSign cannot guarantee that all the information on this site is current or correct. Should you have specific legal questions about any of the information on this site, you should consult with a licensed attorney in your area.
Last updated: November 01, 2019