Referral Agreement in Netherlands: Template and Key Clauses (2026)

A referral agreement in the Netherlands is a contract where one party sends potential customers or leads to another in return for a fee or commission. Dutch law does not have a single statute by that name, so how it is treated depends on what the referrer does. Advertising, data protection, tax and employment-status rules all sit on top. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Dutch lawyer. ## What law governs a referral agreement in the Netherlands? The contract sits under the Dutch Civil Code (Burgerlijk Wetboek, BW). Two framings are common: - Where the referrer brings parties together for a fee, it resembles a brokerage or intermediary contract (bemiddelingsovereenkomst, Book 7 BW, articles 7:425 and following), where commission is typically earned when a contract results from the introduction.

• Where the referrer provides ongoing promotional services, it resembles a contract of assignment (overeenkomst van opdracht), where effort is owed rather than a result. Label the arrangement by substance and state exactly when commission accrues. ## Advertising disclosure (Reclamecode and ACM) If referrals involve public recommendations, especially online, Dutch advertising rules matter. The Dutch Advertising Code (Nederlandse Reclame Code) requires paid or sponsored recommendations to be recognisable as advertising, and the social media chapter (the Reclamecode Social Media and Influencer Marketing) applies to affiliate and referral links. The Autoriteit Consument en Markt (ACM), the consumer and markets authority, enforces the ban on misleading and hidden advertising under consumer protection law. Put a clear disclosure duty on the referrer where it promotes publicly. ## Data protection (AVG and GDPR) Passing a prospect's details is processing of personal data under the General Data Protection Regulation (GDPR), known in Dutch as the AVG (Algemene Verordening Gegevensbescherming). You need a lawful basis to share and to contact the lead, and in a consumer setting that usually means consent. Decide whether the parties are independent controllers or whether one processes for the other, and record consent. Unlawful contacting of leads without consent is a common and avoidable failure. ## VAT and employment status Commission is a taxable supply of services, so Dutch VAT (BTW) at the standard rate of 21 percent generally applies, with reverse charge available for cross-border business-to-business supplies inside the EU. Agree whether fees are net or gross of BTW. Watch classification under the Wet DBA, the Dutch law on assessing employment relationships. If a referral partner works mainly for one principal, under close direction and integrated like staff, the arrangement can be treated as disguised employment (schijnzelfstandigheid), with tax and social-security consequences. Keep the partner genuinely independent. ## Consumer protection and fair dealing Dutch consumer law, which implements the EU rules on unfair commercial practices, bans misleading and aggressive practices toward consumers. A referral scheme aimed at consumers must not disguise its commercial nature or make false claims about the product or the recommender. The duties of reasonableness and fairness (redelijkheid en billijkheid) also apply between the parties, so a one-sided clawback or a vague commission formula can be read down. Keep the arrangement in writing, define the qualifying lead precisely, and keep a clear record of each referral and the resulting contract, because that record is what proves entitlement if a payment is disputed. ## Key clauses in a Dutch referral agreement - Scope of the referral: what counts as a qualifying lead or introduction, territory and sector.
• Commission trigger: success-based (on a resulting contract) or activity-based, and the link required.
• Rate and payment: percentage or flat fee, accrual, statements, BTW treatment and payment timing.
• Term of entitlement: one-off or recurring commission, and any tail after termination.
• Disclosure and compliance: how paid referrals are disclosed, and compliance with the Reclamecode and consumer law.
• Data protection: lawful basis, consent, controller or processor roles, AVG and GDPR duties.
• Exclusivity and non-circumvention: whether the referrer is exclusive, and protection against the parties bypassing each other.
• Independent contractor status: confirming the referrer acts on its own account, to reduce Wet DBA risk.
• Term, termination and governing law: notice, grounds, Dutch law and venue. ## A simple drafting skeleton 1. Parties and date

2. Definitions (qualifying lead, referred customer, territory)
3. Appointment and scope of referral activity
4. Commission: trigger, rate, accrual and causal link
5. Payment, statements and VAT (BTW)
6. Disclosure and advertising compliance
7. Data protection (AVG and GDPR)
8. Exclusivity and non-circumvention
9. Independent contractor status (Wet DBA)
10. Confidentiality
11. Term and termination (including commission tail)
12. Liability
13. Governing law (Dutch) and venue
14. Signatures Give the most attention to the commission trigger, disclosure and data protection, because these decide whether you get paid and whether the arrangement is lawful. ## Keeping a portfolio of these contracts under control The hard part is rarely one agreement. It is tracking many of them at once: which service level or scope applies, when each renewal or notice period falls, which liability position you accepted, and whether a clause was quietly changed in the last draft. That work (drafting from a tuned template, flagging risky clauses per clause, tracking renewals and keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this: one AI workspace tuned to your company and built on Claude, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Dutch law. More at Adira. The law above stands on its own. ## Bottom line A Dutch referral agreement is usually a brokerage or assignment contract under the Burgerlijk Wetboek, with commission often tied to a resulting contract. The real risks sit around it: advertising disclosure under the Reclamecode and ACM enforcement, AVG and GDPR duties when leads are shared, BTW at 21 percent, and the Wet DBA classification trap. Draft the commission trigger clearly, disclose paid referrals, get consent to share data, and take Dutch advice before signing a real deal.