Token Sale Agreement Template for Netherlands

A Token Sale Agreement outlines the terms and conditions when buying digital tokens or cryptocurrencies in the Netherlands. It's similar to a traditional purchase contract but specifically designed for blockchain-based assets, covering essential details like token price, purchase amount, and delivery method.

Under Dutch financial regulations, these agreements help protect both token issuers and buyers by clearly defining rights, risks, and obligations. They typically include key provisions about token utility, vesting schedules, refund policies, and compliance with Dutch AFM (Authority for Financial Markets) requirements - especially important since cryptocurrency regulations continue to evolve in the Dutch market.

Use a Token Sale Agreement when launching a new cryptocurrency or blockchain-based token offering in the Netherlands. This agreement becomes essential before accepting any investments or distributing tokens to buyers, particularly when raising funds through Initial Coin Offerings (ICOs) or Security Token Offerings (STOs).

The agreement proves vital during regulatory reviews by the Dutch AFM, protecting your company from legal complications. It's especially important when dealing with qualified investors, setting up vesting schedules, or establishing token utility rights. Many Dutch blockchain startups implement these agreements early in their fundraising process to demonstrate compliance and build trust with potential investors.

• Basic Token Purchase: Straightforward agreements for direct token sales to Dutch investors, typically used by smaller blockchain projects
• SAFT-Based Agreements: Following the Simple Agreement for Future Tokens model, adapted to Dutch regulations and AFM requirements
• Security Token Agreements: Detailed contracts for tokens classified as securities under Dutch law, with enhanced investor protection clauses
• Utility Token Agreements: Focused on tokens with specific platform functionality, emphasizing usage rights and technical specifications
• Institutional Sale Agreements: Specialized versions for qualified investors and financial institutions, with additional compliance measures

• Token Issuers: Dutch blockchain companies or startups creating and selling digital tokens, responsible for drafting and executing the agreement
• Legal Counsel: Specialized crypto lawyers who ensure compliance with Dutch financial regulations and AFM requirements
• Token Purchasers: Individual or institutional investors buying tokens through the sale, bound by the agreement's terms
• Financial Advisors: Professionals helping structure the token sale and ensuring proper valuation
• Compliance Officers: Internal team members monitoring adherence to Dutch KYC/AML regulations throughout the token sale process

• Token Details: Document the token's technical specifications, total supply, and intended utility on your platform
• Sale Structure: Define pricing tiers, vesting schedules, and minimum/maximum purchase limits
• Compliance Check: Verify alignment with Dutch AFM guidelines and current cryptocurrency regulations
• Investor Information: Prepare KYC/AML procedures and investor qualification criteria
• Risk Disclosures: List potential risks, market volatility factors, and technical challenges
• Platform Integration: Our system automatically incorporates these elements into a legally sound agreement, customized for Dutch requirements

• Token Specifications: Detailed description of the token's features, functionality, and technical parameters
• Purchase Terms: Clear pricing structure, payment methods, and token distribution timeline
• Dutch Law Compliance: Statement confirming adherence to AFM regulations and Dutch financial laws
• Risk Disclosures: Comprehensive outline of potential risks and market volatility factors
• KYC Requirements: Identity verification procedures aligned with Dutch anti-money laundering laws
• Dispute Resolution: Jurisdiction clause specifying Dutch courts and applicable legal frameworks
• Termination Rights: Conditions for contract termination and token refund procedures

A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT), though both are used in cryptocurrency transactions. While they may seem similar at first glance, their purposes and legal implications under Dutch law are quite distinct.

• Timing of Token Delivery: Token Sale Agreements handle immediate token transfers, while SAFTs promise future token delivery once the network launches
• Legal Classification: Token Sale Agreements typically govern utility tokens, whereas SAFTs often involve investment contracts under Dutch securities laws
• Risk Profile: SAFTs carry higher development and regulatory risks since they deal with pre-launch projects, while Token Sale Agreements cover existing tokens
• Investor Requirements: SAFTs usually restrict participation to accredited investors, while Token Sale Agreements can accommodate a broader range of buyers under Dutch regulations