White-Label Reseller Agreement Colombia (Acuerdo White Label)

The White-Label Agreement or Private Label Agreement in Colombia is the contract by which a manufacturer, developer or provider of products or services (the white-label supplier) authorizes another company (the reseller or partner) to market those products or services under the reseller's own brand, without disclosing the identity of the original manufacturer. This type of arrangement is common in the technology, software, consumer goods, financial services and telecommunications sectors in Colombia, where large companies such as Claro Colombia, Tigo and ETB have used white-label agreements to expand their service portfolios.

In Colombian law, the white-label agreement combines elements of supply contracts (Codigo de Comercio Articles 968-980), intellectual property license agreements (Andean Community Decision 486 of 2000), and service contracts (Civil Code Article 2063 and following). The agreement grants the reseller a license to use the supplier's technology, processes and know-how, but the reseller commercializes the result under their own brand. The supplier's identity as the original manufacturer remains confidential toward the end client.

The white-label structure requires careful treatment of intellectual property: the supplier retains ownership of all underlying technology, patents, software source code, trade secrets and manufacturing processes. The reseller receives only a limited, non-transferable license to use the white-label product or service during the term of the agreement. Under Andean Decision 486 and the SIC's Circular Unica, any intellectual property licenses included in the agreement should be registered with the SIC to be enforceable against third parties.

White-label agreements in the Colombian fintech and software sectors must also comply with data protection requirements under Law 1581 of 2012 (Habeas Data) and Decree 1377 of 2013, particularly when the supplier processes personal data on behalf of the reseller. The Superintendencia de Industria y Comercio (SIC) supervises compliance with the data protection regime and can impose sanctions for unauthorized data processing. forms-legal.com provides this White-Label Agreement template updated to current Colombian IP, commercial and data protection standards for 2025.

The White-Label Agreement in Colombia is needed in the following commercial situations:

Software and SaaS reselling: When a Colombian technology company licenses a software platform or SaaS solution developed by a third party and resells it to its own clients under its own brand name. This is common in the insurtech, proptech and legaltech sectors, where startups white-label established platforms rather than building from scratch.

Financial services and banking products: When a fintech company or digital wallet operator white-labels a payment processing infrastructure, credit scoring engine or digital banking platform from a licensed provider supervised by the Superintendencia Financiera de Colombia (SFC), reselling it under the fintech's own brand to end consumers.

Consumer goods private label: When a retailer (supermarket chain, pharmacy chain, department store) contracts a manufacturer to produce goods — food, cosmetics, cleaning products — under the retailer's own brand. Major Colombian retail chains including Exito (now Grupo Casino), Ara and D1 use extensive private label programs.

Telecommunications services reselling: When a mobile virtual network operator (MVNO) resells network services from Claro Colombia, Tigo or Movistar under its own brand, using a white-label agreement that governs the terms of service resale, branding restrictions and quality of service requirements set by the Ministerio de Tecnologias de la Informacion y las Comunicaciones (MinTIC).

Professional services (consulting, legal, accounting): When a boutique firm white-labels the methodology, tools or platforms of a larger firm and delivers them to clients under its own brand, with the originating firm remaining anonymous. This is common in management consulting and legal technology services in Colombian business centers such as Bogota, Medellin and Cali.

The White-Label Agreement in Colombia must address the following key elements:

Definition of the white-label product or service: Precise technical description of the product, software, service or platform being licensed for resale under the reseller's brand. This description should include version numbers, functional specifications, service level agreements (SLAs) and any limitations on use.

Intellectual property ownership and license: Explicit statement that the supplier retains all ownership of underlying technology, source code, patents, trade secrets, processes and know-how. The reseller receives only a limited, non-transferable, non-exclusive (or exclusive as agreed) license to use the white-label product for the agreed purpose and territory. Under Andean Decision 486, the license should be registered with the SIC.

Branding restrictions and white-label conditions: The supplier must not be identified in any materials presented to the reseller's end clients, including product packaging, software interfaces, documentation and marketing materials. The agreement must specify what identifying information the supplier may include for technical support purposes.

Exclusivity: Whether the supplier grants the reseller an exclusive right to white-label the product in a defined territory or market segment, or whether the supplier may simultaneously supply white-label products to other resellers competing in the same market. Exclusivity conditions must comply with competition law under Law 155 of 1959 and Decree 2153 of 1992.

Pricing, royalties and payment terms: Price per unit, per seat, per transaction or as a percentage of reseller revenue; minimum purchase commitments; payment currency (COP or USD as agreed by the parties); invoicing frequency; and applicable withholding taxes under the Estatuto Tributario.

Quality control and compliance: The supplier's right to audit the reseller's use of the white-label product to ensure it meets the quality and compliance standards associated with the underlying product. The reseller's obligation to comply with all applicable Colombian regulations in the sector where the product is sold.

Data protection and subprocessing: If the supplier processes personal data on behalf of the reseller's clients, the agreement must include a data processing addendum complying with Law 1581 of 2012 and Decree 1377 of 2013, designating the reseller as data controller and the supplier as data processor supervised by the SIC.

Term, termination and transition: Duration of the agreement, renewal conditions, grounds for early termination (breach, insolvency, change of control), and the transition period during which the reseller must migrate clients to an alternative solution or cease offering the white-label product. forms-legal.com provides this White-Label Agreement template covering all commercial, IP and regulatory requirements in Colombia for 2025.