Value Added Reseller Agreement Template for the Netherlands

A Value Added Reseller Agreement creates a formal partnership between you as a supplier and a reseller who will enhance your products or services before selling them to end customers. Under Netherlands law, this contract is governed by the Dutch Civil Code and must comply with EU competition regulations, making it essential to structure the relationship properly from the outset.

When do you need this document?

You need this agreement when entering partnerships with technology integrators, software distributors, or service providers who will add functionality, customisation, or bundled services to your products. This is particularly common in software licensing, where VARs integrate your solutions with other systems, provide implementation services, or offer ongoing technical support. The agreement is also essential when expanding into new markets through local partners who understand regional requirements and can provide localised services that enhance your product's value proposition.

Key legal considerations

Your agreement must clearly define the scope of the VAR's authority, including territorial restrictions and exclusivity terms that comply with EU competition law. Intellectual property clauses are crucial, specifying which rights you grant to the VAR and how they can use your trademarks, copyrights, or proprietary technology. Performance metrics and service level requirements should be detailed to maintain quality standards and protect your brand reputation. Pricing structures, including minimum purchase commitments and discount tiers, must be carefully structured to avoid anti-competitive practices. The agreement should also address data protection obligations under GDPR, particularly regarding customer information sharing between you and the VAR.

Legal requirements in Netherlands

Under the Dutch Civil Code, your VAR agreement must meet standard contract formation requirements, including clear offer, acceptance, and consideration. The Dutch Commercial Code governs business-to-business aspects, requiring transparent commercial terms and fair dealing obligations. Competition law compliance is critical – exclusive territorial arrangements must not restrict competition unreasonably, and resale price maintenance is generally prohibited under the Dutch Competition Act. If your VAR will handle personal data, you must establish appropriate data processing agreements complying with GDPR requirements. Additionally, the Dutch Copyright Act governs any software licensing components, requiring explicit rights grants for reproduction, distribution, and modification of copyrighted materials.