A promise in a contract. Not a share.

An ordinary agreement between brand and creator

The creator promotes the brand with their own discount code. In return, the brand promises a reward that depends on the brand's growth. That is an agreement within the meaning of article 6:213 of the Dutch Civil Code (BW): both parties take on obligations. The creator's work is closest to a contract for services (article 7:400 BW): there is no employment, no relationship of authority, and the creator decides how and when to promote.

As with any agreement, the standards of reasonableness and fairness apply (article 6:248 BW). That is why the rules are the same for everyone and known in advance: per plan 1 stake per € 20, € 15 or € 10 in net sales (visible in advance), starting price € 1, the same valuation formula for every brand.

A payment under a condition precedent

The brand only has to pay when a future, uncertain event takes place: the sale of the brand, an (early) buyout of the stakes, or the mandatory buyout at the end of the term (5 years). Legally that is an obligation under a condition precedent (articles 6:21 and 6:22 BW). Until that event there is no debt that can be claimed.

The amount is fixed by a formula: the value the brand added since the plan started, exactly the same on a sale and on a buyback. If the brand has not grown, the amount is € 0. So the creator never risks a loss and never has to pay anything.

stakes × € 1 × (value now ÷ value at start − 1)

Why a Creator Stake is not a share or an option

Shares in a Dutch private company (bv) only come into existence through issue by notarial deed (article 2:196 BW) and are recorded in the shareholders' register (article 2:194 BW). A right to acquire shares must be granted in the same way (article 2:206 BW). Neither happens with a Creator Stake: no notary is involved in issuing it, the share capital does not change and the creator never gets the right to acquire shares.

As a result a creator has no vote in the general meeting, no right to profit distributions or dividend (article 2:216 BW) and no control. The brand keeps full control. In practice this kind of arrangement is also called a phantom share or stock appreciation right: a cash reward that moves with the value, without real shares.

Figures, penalty and forfeiture

• Figures every six months. The brand submits revenue and EBITDA every six months with a P&L statement; with a drop of more than 20%, an accountant's statement. This is a contractual duty to inform.
• Late = +10%. If the brand does not submit on time, the value for the stakes automatically rises by 10%. That is a penalty clause (article 6:91 BW); a court can only reduce a penalty if fairness clearly requires it (article 6:94 BW).
• When stakes lapse. Stakes lapse if the creator commits fraud (for example own purchases or fake orders), demonstrably harms the brand with bad publicity, or leaves the plan or deletes the account themselves (the platform warns about this beforehand). That is an expressly agreed forfeiture clause, alongside the general rule that a breach can justify termination (article 6:265 BW). If the brand ends the partnership, or the creator just stops promoting without leaving the plan, the creator keeps all stakes earned. Contracts from before version 0.6 keep their old rule.
• Evidence. Every contract is signed digitally, with a fixed fingerprint (SHA-256) of the text. Sales, stakes and valuations are kept in registers that cannot be changed afterwards.

Is the buyout enforceable?

Yes. The mandatory buyout after 5 years is in the contract that brand and creator sign. It is an ordinary contractual payment obligation, and it is enforceable.

• Reminder with 14 days. If the brand doesn't pay on time, Stakefluence or the creator sends a reminder with a 14-day deadline. After that the brand is in default (article 6:82 BW) and the full amount is due immediately.
• Interest and costs. From that moment statutory commercial interest is due (article 6:119a BW), plus extrajudicial collection costs (article 6:96 BW).
• Stakefluence may collect. In the contract, creators instruct and authorise Stakefluence to collect the amount on their behalf (article 7:414 BW, article 3:60 BW). So the creator doesn't have to chase the money themselves.
• Creators can rely on it themselves. The terms of the platform agreement between Stakefluence and the brand are also a third-party clause in favour of the creators (article 6:253 BW). So a creator can also enforce payment directly.

What if the brand goes bankrupt?

If the brand goes bankrupt, the creator has a claim for the growth their stakes had up to that moment, based on the most recent valuation.

The creator (or Stakefluence on the creator's behalf) files that claim with the bankruptcy trustee (article 110 Dutch Bankruptcy Act). It is an ordinary, unsecured claim: it is only paid after, among others, the tax authority, staff and the bank. In practice little or nothing is often left in a bankruptcy. The creator never loses money themselves, because they paid nothing.

Not an investment the creator buys

A creator pays nothing for a stake and cannot transfer or trade stakes. They only arise through promotion. That is why, in our assessment, a Creator Stake is not a security within the meaning of article 1:1 of the Dutch Financial Supervision Act (Wft) (which covers tradable instruments), and there is no offer to investors that would require a prospectus or crowdfunding licence.

What this means for your tax return

Creators. A payout is a reward for your work. If you are not self-employed in the Netherlands, it is usually income from other activities (article 3.90 Dutch Income Tax Act 2001), taxed in box 1 when you receive the money. If you run your own business, it is part of your profit. VAT may also apply. Outside the Netherlands, local rules apply. Check with your adviser or tax authority.

Brands. A payout to creators is a cost for the brand at the moment of sale or buyout. Agree with your accountant whether and when to include a provision in your annual accounts.

Honest about the partnership

Creators make clear in every post that it is advertising and that they have a stake in the brand, in line with the Dutch Advertising Code for Social Media & Influencer Marketing. Our share text already does this for you (e.g. #ad · I have a stake in this brand). Large influencers may also need to register with the Dutch Media Authority.

We store as little as possible: no data about the brand's customers (only an encrypted, irreversible code per customer to detect own purchases), and no creator addresses. Bank account numbers are stored encrypted. See our privacy statement.