Introducers and B2B appointment setting: the legal framework
Three arrangements share the same name in sales conversations, and only one of them is a statutory status you cannot contract out of. Here is what the French, Belgian and Dutch texts say, and the single criterion that moves a contract from one regime to the other.
The short answer
Selling meetings covers three distinct legal arrangements, and the choice is made before signature, not after. An introducer presents a prospect and earns a commission if the deal closes. A commercial agent negotiates on a continuing basis in the name and on behalf of a principal: that is a statutory, mandatory and protective status, and the heading on the contract does not remove it. B2B appointment setting as a service invoices work delivered, per appointment or on a retainer, not a share of the sale. The governing texts differ: France, articles L134-1 and following of the Code de commerce[1]; Belgium, Book X of the Code of Economic Law[3]; the Netherlands, articles 7:425 to 7:445 of the Burgerlijk Wetboek[4].
The title of the contract decides nothing
In all three countries, classification follows what the parties actually do, not the word printed at the top of the page. Three criteria recur: an independent intermediary, a mission carried out on a continuing basis, and the negotiation of business for a principal. Belgian law puts them in one sentence: a commercial agency contract is one under which the agent is instructed on a permanent basis, for remuneration, without being subject to the principal's authority, to negotiate and possibly conclude business in the name and on behalf of that principal[3]. France uses the same structure in article L134-1 of the Code de commerce: an agent acting independently, without an employment contract, instructed on a permanent basis to negotiate and possibly conclude contracts in the name and on behalf of its principals[1]. In the Netherlands, article 7:428 of the Burgerlijk Wetboek defines the handelsagent as a party who undertakes, for a fixed or indefinite period and against remuneration, to act as intermediary in the conclusion of contracts, without being subordinate to the principaal[4].
The practical consequence: an introducer agreement that places an intermediary on a territory, with a recurring target and a commission on every sale, carries a reclassification risk. This is not a drafting nicety. The status creates end-of-contract rights the parties cannot cut down by agreement, and that is where the bill lands.
The tipping point: continuity
The Benelux texts are the most explicit here. In Belgium, Title 1 of Book X does not apply to contracts concluded with commercial agents whose intermediary activity is not carried out on a regular basis[3]. In the Netherlands, a one-off transaction falls under a different contract, the bemiddelingsovereenkomst of article 7:425: an intermediary engaged, for remuneration, to bring about one or more contracts between its client and third parties. Its right to payment arises as soon as the contract is concluded through its intermediation, and remains due where the brokered contract is not performed for a reason attributable to the client, under article 7:426[4].
So the dividing line is readable. A single documented introduction, with no allocated territory and no recurring target, stays an introduction. An organised flow, month after month, over an assigned portfolio, drifts into commercial agency.
What the status changes on termination
All three regimes impose a minimum notice period and an end-of-contract payment. The amounts and the caps differ.
| Country | Statutory notice, indefinite term | End-of-contract payment | Deadline to claim |
|---|---|---|---|
| France | 1 month in the first year, 2 months in the second year started, 3 months in the third and beyond[2] | Compensatory indemnity for the loss suffered; the text sets no numerical cap[2] | 1 year from termination[2] |
| Belgium | 1 month in the first year, then 1 month per additional year started, capped at 6 months[3] | Goodwill indemnity capped at one year of remuneration, based on the average of the last five years[3] | 1 year from termination[3] |
| Netherlands | Absent agreement: 4 months, plus 1 month after 3 years and 2 months after 6 years; an agreement may not go below 1, then 2, then 3 months[4] | Customer indemnity (klantenvergoeding) capped at one year of remuneration, average of the last five years[4] | 1 year from the end of the contract[4] |
One detail is easy to miss and expensive to forget: in all three countries the right to an indemnity lapses if the intermediary does not notify the principal, within one year of termination, that it intends to assert its rights[2][3][4].
B2B appointment setting: the third route
A B2B appointment setting service sits outside this debate because it is not paid for closing a sale. The provider delivers qualified meetings against a written scorecard and invoices that work. Two pricing shapes coexist, and we compared them with numbers in pay per appointment or retainer. No commission on revenue, no assigned portfolio, no mandate to negotiate: the three commercial agency criteria are not met, provided the contract says so and practice matches it.
That is also why the contract matters more than the pitch. The points to pin down in writing are set out in our list of 10 clauses to check before outsourcing appointment setting: definition of a qualified meeting, data ownership, term, exit, replacement of non-compliant meetings. The service itself is described on our B2B appointment setting page, with the local version on B2B appointment setting in Brussels.
Five questions to ask before signing
- Is the mission one-off or recurring? Continuity is the decisive criterion in all three countries[1][3][4].
- Does the intermediary get a territory or an assigned portfolio? If so, reclassification risk rises.
- Is the fee a percentage of the sale or the price of work delivered?
- Who negotiates terms with the prospect: you, or the intermediary in your company's name?
- Which law and which court are chosen? Notice and indemnity rules differ by country, see the table above.
Two limits worth keeping in mind
First limit: financial products are out of scope. Dutch law says so expressly, article 7:428(2) excluding from the commercial agency section those agency contracts governed by the Wet op het financieel toezicht[4]. Insurance, credit and investment intermediation sit under their own licensing regimes: a commission on that kind of product is something to check with counsel beforehand, not afterwards.
Second limit: how the contract is classified and whether the prospecting itself is lawful are two different questions. A well-drafted introducer agreement does not license any method of collecting contacts; the GDPR framework for B2B prospecting is covered separately in B2B prospecting and GDPR in France, Belgium and the Netherlands. Finally, the texts cited here are the national provisions in force at the date of publication; how they apply to your situation is for your own legal counsel to confirm, and we give no legal advice.
At CyberNovaLabs.io
CyberNovaLabs.io sells a B2B appointment setting service, not a commission on your sales: qualification criteria written before launch, billing per appointment or on a retainer, no minimum term. We work in the Netherlands, Belgium, France and Luxembourg, with FR and NL speaking teams. Pricing on quotation, depending on target and volume. Obligation of means: we guarantee no sales result.
Tell us what meetings you need
Sources
- Code de commerce (France), article L134-1 - Legifrance
- Code de commerce (France), partie legislative, articles L134-11 et L134-12 - Legifrance
- Code de droit economique (Belgique), Livre X et article I.11 - Justel, SPF Justice
- Burgerlijk Wetboek Boek 7 (Pays-Bas), artikelen 425, 426, 428, 437 en 442 - wetten.overheid.nl
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