We agreed the sponsorship only by email and phone. Are we bound by it?

Yes. Under Dutch law an agreement is formed as soon as an offer is accepted (Article 6:217(1) of the Dutch Civil Code). That acceptance can take any form, including an email or a phone call (Article 3:37(1) of the Dutch Civil Code). An exchange of emails setting out the fee, the term and what the sponsored party delivers is therefore just as binding as a signed contract. It gets harder with anything those emails leave out, such as the use of images after the deal ends or whether the sponsor may pull out early. If you sponsor a programme on Dutch public broadcasting, the broadcaster does have to record the contribution in a written agreement (Article 2.109 of the Dutch Media Act 2008).

A brand gives me clothes and shoes instead of money. Do I have to mention that in my posts?

Yes, as soon as you post about that brand. Under the Dutch Advertising Code for Social Media & Influencer Marketing, a payment is not the only benefit that counts. Free products, products on loan, a discount code and an invitation to an event count too. If you have that kind of relationship with a brand, it must be expressly disclosed in the post (Article 3(b) of that code), however many followers you have. A box of trainers also commits you to whatever you promised in return in the sponsorship agreement.

Sponsorship agreement

A running brand gives a marathon runner shoes and a fixed fee for three seasons. In return its logo goes on her vest and the brand may use her face in the campaign for its new collection. Only the sponsorship agreement says what happens if she gets injured, moves to a competitor or ends up in the news for the wrong reasons. Provided someone thought about it.

A sponsorship agreement is the agreement under which a brand supports an athlete, club, creator or event with money or in kind and receives something in return, such as visibility for its name and logo or the right to use the sponsored party’s name and image in its advertising. Under Dutch law, alongside what the contract says, the agreement also has the effects that follow from the law, custom and the standards of reasonableness and fairness (Article 6:248(1) of the Dutch Civil Code).

If you are organising a festival or conference yourself and are looking for sponsors, read why a sponsorship agreement is indispensable for your event.

Want to sponsor an athlete, club or creator, or is there a sponsorship agreement waiting to be signed? Call 020 675 88 21 or get in touch. You will have a reply within one working day.

The consideration is the heart of the agreement and yet it often stays vague. “Logo on the shirt” says nothing about the size of the logo or the matches in which the shirt is worn. Set out per item what the sponsored party delivers, down to the number of posts a month. An annex with your brand guidelines and a few examples saves an argument after the first match.

A sponsor also wants to use the sponsored party’s name and image in its own advertising, on a billboard or in a post on the brand’s account. That touches on image rights. So record in which campaigns, in which media and until when you may use the image, including after the sponsorship has ended. Our page on image rights for businesses explains what belongs in that consent.

The use runs the other way too, because the club puts your logo on its shirt and the organiser puts it on the poster. Limit that use to the items in the agreement and agree that it stops as soon as the sponsorship ends. If you as the sponsor want to sell products of your own with the club’s name or logo, such as a joint shirt or a capsule collection, you need the club’s permission. You record that in a licence agreement, with terms on the fee and the quality.

Sports sponsorship of an athlete, team or club

In sport a great deal depends on results nobody knows in advance. Sponsors therefore often work with a fixed fee plus a bonus, for a title or a podium place for instance. Then also record who decides whether the result has been achieved and within how many days the bonus is paid.

If an athlete misses a whole season through injury, the promised visibility is not delivered. Even if nobody is to blame for the injury, that in principle gives the sponsor the right to terminate the agreement in whole or in part, unless the failure is too minor to justify it (Article 6:265(1) of the Dutch Civil Code). That blunt instrument is of little use if you want to stay with an athlete for years. So agree in advance whether the contribution continues, goes down or is suspended during a long absence.

Athletes and clubs also work within the rules of their federation, league or tournament. Those sometimes decide where a logo may appear or which brands may be visible during a match. Ask the sponsored party which regulations apply and have it guarantee that it will comply with them.

A brand ambassador agreement with a creator or athlete

An ambassador does not just wear your brand, they talk about it too. If a creator or athlete posts about your brand in return for money, products or anything else, that post is advertising and the relationship has to be disclosed in it. As the advertiser you also have to bind the ambassador to those rules in the contract. On our advertising law page you can read exactly what the Dutch advertising code asks of you.

A creator usually makes the photos and videos themselves and then owns the copyright in them. If you also want to use that content in your own ads, or run ads through the creator’s account, agree on that expressly and put a time limit on it. If the content is to become yours, our page on assigning copyright explains how that works.

Also record whether the ambassador may post for a competitor straight after the deal ends or only after a few months. If you do not know the creator yet, ask whether they hold the certification mark for influencers. Our article on the certification mark in influencer marketing explains how it works.

Exclusivity against competing brands

A sponsor pays for visibility and does not want to share it with a competitor. So record the product category in which you are exclusive. If a running brand names sportswear as its category, a swimwear brand falls under it too. Choose running shoes and there is still room alongside you for a sports drink or a watch brand.

Name specific product groups or brands rather than a description everyone will read differently later on. Also agree whether exclusivity covers all the sponsored party’s channels, right down to the club’s own webshop and an athlete’s private account.

What the Dutch Media Act says about sponsoring a programme

If you sponsor a programme on a commercial channel in the Netherlands, the rules of the Dutch Media Act 2008 apply alongside your contract. The channel states at the beginning or end of the programme that it is sponsored and by whom (Article 3.16(1) and (3)). Your product may appear on screen, but the programme may not encourage viewers to buy it through specific promotional references (Article 3.17). News, current affairs and political information are not sponsored (Article 3.15(2)).

With Dutch public broadcasting there is less room. Only cultural or educational content can be sponsored there, along with coverage of sports matches and of events for a charitable cause (Article 2.106). The sponsor’s name or logo is then mentioned in a neutral way (Article 2.107(2)). The Media Act can also apply to videos by creators on YouTube, Instagram or TikTok, with the Dutch Media Authority (Commissariaat voor de Media) as the regulator.

Terminating a sponsorship agreement early

If an athlete or ambassador ends up in the news for the wrong reasons, a brand usually wants out quickly. Without an agreement on that, it is harder than it looks. Termination is only possible if the other party fails to do what it promised (Article 6:265 of the Dutch Civil Code) and behaviour outside the partnership is not automatically such a failure.

You get certainty from a clause that lets you end the agreement with immediate effect for conduct that damages your brand. Describe that conduct as specifically as you can, because a vague standard such as reputational harm leads to exactly the argument you wanted to avoid. In the same clause, agree what happens to campaigns that have already been printed and posts that are already online.

New rules can also be a reason to stop. A sports betting company sponsored a YouTube channel about cycling, with its logo on the makers’ kit and car. From 30 June 2022, providers of high-risk games of chance were no longer allowed to use role models in their advertising. The makers played the lead in their own videos and counted as such role models. They terminated the partnership with immediate effect, relying on a clause that gave both parties that right if a statutory rule made an essential obligation impossible. The judge in interim injunction proceedings held that the termination was lawful, because the ban went to the core of the partnership (ECLI:NL:RBOVE:2023:489, in Dutch). It was a provisional ruling, but the lesson holds for any sector where the advertising rules are on the move.

If you want to stop although the other party has done nothing wrong and the agreement runs for an indefinite period, the rules on terminating a long-term contract apply.

More about terminating a long-term contract →

A lawyer to draft or review your sponsorship agreement

A sponsorship deal usually starts in the marketing department, with a presentation and an amount per season. At Liaise we find that the questions about image use, exclusivity and the way out only come up once something goes wrong.

We draft and review sponsorship agreements under Dutch law, for the brand that sponsors and for the athlete, club or creator being sponsored. Because advertising law and image rights are also handled at our firm, we look at the advertising rules and at the rights in name and image for every arrangement.

More about advertising law →

Is there a sponsorship agreement on the table, or would you like one drafted? Get in touch or call 020 675 88 21.