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A contract for services (Art. 7:400 BW) is a contract between a client and a contractor (self-employed professional, freelancer, consultant). Unlike an employment contract: the contractor is independent, there are no employee insurance schemes, and no protection against dismissal. Since the DBA Act (2016) and enforcement from 2025: strict scrutiny is required to determine whether the actual relationship constitutes an employment contract. For SMEs employing freelancers, this is an almost daily instrument. Below is the content, DBA aspects, and pitfalls.
The short answer
- What: contract with a self-employed person/freelancer (Art. 7:400 BW).
- Difference from employment contract: self-employed work, own risk, own VAT.
- DBA risk: reclassification in the event of an actual hierarchical relationship.
- Duration: fixed (project) or ongoing.
- Fee: hourly rate, daily rate, or fixed price.
Characteristics of an independent contractor
For a genuine assignment (and not a disguised employment contract):
- Flexible working hours: the contractor determines when and how.
- Free substitution: may send someone else to carry out the assignment.
- Own office/equipment: not provided by the client.
- Multiple clients: not just for one company.
- Entrepreneurial risk:own costs, no fixed income.
- Own VAT administration.
In case of absence: DBA risk → reclassification.
Content of agreement
- Parties: Client (BV) and Contractor (ZZP).
- Assignment description: specifically what the contractor does.
- Expected result: deliverables, not a job description.
- Time commitment:indicative, not fixed (avoid “40 hours per week”).
- Fee: hourly rate, daily rate, or fixed price.
- Invoicing: how and when.
- Expense allowance:supplementary to the hourly rate.
- IP rights: what the contractor develops, who becomes the owner.
- Confidentiality: company data.
- Duration and termination: notice period, grounds.
- Liability: maximum amount.
- Applicable law.
DBA aspects
DBA Act (since 2016, enforcement 2025) assesses the factual relationship:
Authority relationship
- Negative (= employment contract indicator): client determines working hours, location, method.
- Positive (= assignment): contractor free to implement.
Free replacement
- Negative: personal work required.
- Positive: Contractor may send someone else.
Result vs. effort
- Negative: contractor pays per hour regardless of result.
- Positive: payment for completed result.
In the case of an employment contract assessment: additional assessment of employer contributions, possible fine.
DBA model agreement
The Tax and Customs Administration has published model agreements for various situations. For compliance work: certainty that no employment contract is involved. However: actual execution must match — paper alone is not sufficient.
Types of service agreements
- Project agreement: for a specific project (construction, IT implementation).
- Ongoing assignment: such as consulting, ongoing support.
- Master agreement: framework agreement with sub-assignments (see separate item).
- Obligation of result:the contractor delivers the final result.
- Obligation of effort:best efforts, no guaranteed result.
IP rights
Important: for freelance development (code, design, content), IP remains with the contractor unless otherwise stipulated contractually. For the client: explicitly arrange for IP transfer — otherwise, only a usage license.
Honest recommendation
For SME BVs with freelancers: invest in a sound contract for services. Use the Tax and Customs Administration's DBA model agreement as a basis. Adapt it for the specific situation. Important: both the written agreement and the actual execution must match. For strategic freelancers (CTO, marketing manager): exercise extra care — reclassification is often required here. In case of doubt: structure the assignment as interim management via a management BV.
For other topics: management agreement, termination of assignment , and framework agreement.
Frequently Asked Questions
Contract between client and independent contractor (self-employed professional, freelancer, consultant) under Art. 7:400 of the Dutch Civil Code. Unlike an employment contract: no employee insurance, no protection against dismissal, own VAT.
The DBA Act assesses whether the actual relationship constitutes an employment contract. In the event of a strong hierarchical relationship, no free substitution, or a fixed salary regardless of the outcome: reclassification → additional assessment of employer contributions. The Tax and Customs Administration has been enforcing this more strictly since 2025.
Flexible working hours, free substitution, own office/equipment, multiple clients, entrepreneurial risk, own VAT administration. If several characteristics are missing: DBA risk → reclassification.
The Tax and Customs Administration publishes model agreements for various situations. For compliance work: assurance that there is no employment contract. However, actual execution must match — paper alone is not sufficient.
For freelance development (code, design, content): IP remains with the contractor unless contractually transferred. For the client: Explicitly arrange for IP transfer in the agreement.
Obligation of result: contractor guarantees the final result (construction contract). Obligation of best efforts: contractor makes best efforts, no guarantee (consultancy). Different liability in case of failure to achieve.
DBA model agreement (free from the Tax and Customs Administration) + adjustment by a legal expert: €500-€1,500. For complex or strategic freelance work: €1,500-€5,000. The investment pays for itself by avoiding additional tax assessments.
