Revenue Based Financing Agreement Template for the Netherlands

A Revenue Based Financing Agreement creates a legal framework for alternative business funding where your repayment obligations are directly linked to your company's revenue performance. Unlike traditional loans with fixed monthly payments, this arrangement allows you to pay back investors based on a predetermined percentage of your actual revenue, making it particularly suitable for businesses with seasonal or variable income streams.

When do you need this document?

You need a Revenue Based Financing Agreement when seeking capital without giving up equity ownership or taking on rigid debt obligations. This financing model works well for SaaS companies, e-commerce businesses, and other revenue-generating enterprises that prefer flexible repayment terms. It's particularly valuable when you have predictable revenue streams but want to avoid the personal guarantees or collateral requirements typical of traditional bank loans. Many Dutch scale-ups use this structure to bridge funding gaps between investment rounds or to finance growth initiatives without diluting existing shareholdings.

Key legal considerations

The agreement must clearly define revenue calculation methods, payment periods, and the specific percentage of revenue that will be paid to investors. You should carefully review clauses covering revenue reporting requirements, as investors typically require detailed financial disclosure and audit rights. Consider the impact of revenue caps or minimum payment thresholds, which can affect your long-term financial obligations. The document should address scenarios involving business restructuring, mergers, or significant changes in your business model that might affect revenue streams. Additionally, ensure provisions for early repayment options and any associated penalties or discounts are clearly outlined, as these can significantly impact your total financing costs.

Legal requirements in Netherlands

Under Dutch law, Revenue Based Financing Agreements must comply with the Financial Supervision Act (Wft), which regulates financial services and may require licensing depending on the structure and parties involved. The agreement must adhere to Dutch Civil Code provisions on contract law, particularly regarding good faith obligations and unfair contract terms. GDPR compliance is mandatory for handling personal data of company directors and guarantors, requiring appropriate privacy notices and data processing agreements. Anti-money laundering obligations under the Wwft may apply, necessitating customer due diligence procedures and suspicious transaction reporting. The document should be drafted in Dutch or include certified translations for enforceability, and must consider Dutch bankruptcy law implications for creditor priorities in case of insolvency proceedings.