Value Added Reseller Agreement Template for Netherlands

A Value Added Reseller Agreement lets businesses officially resell products with their own added improvements or services. Under Dutch commercial law, these contracts spell out how resellers can enhance and market the original manufacturer's products, often by adding software customization, technical support, or specialized training.

The agreement covers crucial points like pricing structures, territory rights, and intellectual property protections. Dutch resellers typically need clear terms about warranty obligations, customer support responsibilities, and compliance with EU consumer protection laws. It's particularly important in the tech and software sectors, where local companies often adapt international products for the Benelux market.

Consider using a Value Added Reseller Agreement when you're planning to enhance and resell another company's products in the Netherlands. This is especially relevant for tech companies adding custom features, consulting services, or local support to existing software platforms - like integrating Dutch payment systems or adding EU-compliant privacy features.

The agreement becomes essential before you start marketing modified versions of someone else's product. It protects both parties by clearly defining revenue sharing, liability limits, and support responsibilities. Dutch businesses often need this documentation when expanding their product portfolio without developing everything from scratch, particularly in regulated sectors where clear authorization chains matter.

• Reseller Software License: For software-specific reselling under Dutch law, focusing on licensing terms, code modification rights, and technical support obligations. Perfect for SaaS companies and tech integrators.
• Standard VAR Agreement: Basic framework covering general product resale rights, pricing structures, and territory definitions. Common in hardware and physical goods sectors.
• Full-Service VAR Agreement: Comprehensive version including extensive service provisions, training requirements, and performance metrics. Used by enterprise-level solutions providers.
• Industry-Specific VAR: Tailored versions for regulated sectors like healthcare or financial services, incorporating specific Dutch compliance requirements and industry standards.

• Original Manufacturers: Companies that create products and want to expand their reach in the Dutch market through value-added partnerships, often tech firms or software developers.
• Value Added Resellers: Dutch businesses that enhance and resell products with additional features, local support, or specialized services.
• Legal Departments: In-house counsel who draft and review these agreements to ensure EU compliance and protect intellectual property rights.
• Business Development Teams: Professionals who negotiate terms, territories, and commission structures.
• Compliance Officers: Staff ensuring adherence to Dutch consumer protection laws and industry regulations.

• Product Details: Document exact specifications of original products and planned value-added modifications for the Dutch market.
• Territory Rights: Define precise geographical boundaries and any exclusivity terms within the Benelux region.
• Pricing Structure: Outline wholesale costs, suggested retail prices, and commission percentages that comply with EU competition laws.
• Service Requirements: List all support obligations, including technical assistance and customer service standards.
• Compliance Check: Verify alignment with Dutch consumer protection laws and industry-specific regulations.
• Digital Generation: Use our platform to create a legally-sound agreement that includes all mandatory elements and meets local requirements.

• Party Identification: Full legal names, registration numbers, and addresses of manufacturer and reseller under Dutch law.
• Product Definition: Detailed description of original products and permitted value-added modifications.
• Territory Rights: Specific geographical boundaries and any exclusivity provisions within EU markets.
• Financial Terms: Pricing structures, payment terms, and commission calculations in compliance with Dutch commercial law.
• Service Standards: Support obligations, quality requirements, and performance metrics.
• Data Protection: GDPR compliance measures and data handling procedures.
• Termination Clauses: Clear conditions for ending the agreement and post-termination obligations.

A Value Added Reseller Agreement differs significantly from an Affiliate Agreement in several key aspects. While both involve partnerships for product distribution, their structures and obligations vary substantially under Dutch law.

• Product Modification Rights: VARs can modify, enhance, or integrate the original product with their own solutions, while affiliates simply promote existing products as-is.
• Revenue Model: VARs purchase products at wholesale prices and set their own retail prices, whereas affiliates typically earn commissions on referrals or sales.
• Service Obligations: VARs must provide technical support and maintenance services to end customers; affiliates have no such responsibilities.
• Legal Liability: VARs assume direct liability for product performance and customer support under Dutch consumer law, while affiliates bear minimal legal responsibility.
• Investment Level: VARs make significant investments in inventory, training, and support infrastructure, unlike affiliates who primarily invest in marketing efforts.