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Upon termination of the agency agreement, the commercial agent is often entitled to a remuneration for clients (Article 7:442 of the Dutch Civil Code): a goodwill payment for the clients he introduced and from which you still benefit. The compensation amounts to a maximum of one year's remuneration.
The commercial agent is legally protected
The commercial agent is regarded as an economically vulnerable party and therefore enjoys extensive protection based on European regulations. An important part of this is the right to compensation for the client upon termination of the cooperation.
Three conditions for customer compensation
The agent is entitled to compensation if three conditions are met: he has brought in new clients or substantially expanded existing relationships, you still derive substantial benefit from this after the termination, and the payment of compensation is fair in view of all circumstances, including the lost commission.
How much is the compensation?
The client compensation is legally capped at one year's remuneration, calculated over the average of the last five years (or the shorter duration of the agreement). Within that maximum, the amount depends on the benefit provided and fairness.
When does the right expire?
The right may lapse, for example, if you terminate the agreement due to a serious breach by the agent, if the agent terminates the agreement himself without this being attributable to you, or if the agent fails to make his claim known within one year after the termination.
Frequently Asked Questions
Is every commercial agent entitled to goodwill compensation?
Only if the three legal conditions are met. Referring customers from whom you still benefit is the determining factor.
Can I contractually exclude the customer compensation?
Not to the detriment of the agent before the end of the agreement: the protection is mandatory. A prior exclusion does not hold up.
Within what timeframe must the agent claim?
In principle, the agent must make his claim known within one year after the end of the agreement, otherwise the right lapses.
Want to arrange an agency agreement properly?
Our legal experts draft your commercial agency agreement and advise on customer compensation. View our commercial lawteam or schedule a free consultation.
