Drafting an agreement for hiring and leasing self-employed professionals: this is what should be included

Drafting an agreement for hiring and leasing self-employed professionals ensures that the self-employed professional's independence is beyond doubt and that no disguised employment relationship arises. The basis is a contract for services (Article 7:400 of the Dutch Civil Code), but the real benefit lies in the provisions that prevent bogus self-employment under the DBA Act: no hierarchical relationship, a right of substitution, and a rate befitting genuine entrepreneurship. Since enforcement by the Tax and Customs Administration as of January 1, 2025, this is no longer a formality.

The short answer

• Assignment: describe the task or the result, not a position.
• Rate: a commercial hourly rate or rate per assignment, including VAT.
• Independence: no authority, own working method, right of substitution.
• Liability: insurance and limitation of liability.
• Remainder: term, termination, confidentiality and intellectual property.

Drafting an agreement for hiring and leasing self-employed professionals: the key provisions

Start with the description of the assignment. Describe the job, project, or intended result, and avoid language that suggests a position or fixed role. The more concretely the assignment is defined, the clearer it is that the freelancer is being hired for a specific performance and not as a replacement for staff. Also stipulate that the freelancer determines their own working method, location, and time, insofar as the nature of the work permits.

Next, determine the rate. A commercial hourly rate or a rate per assignment, invoiced with VAT, is consistent with entrepreneurship. Avoid structures that resemble wages, such as a fixed monthly amount regardless of performance or continued payment during illness and vacation. These characteristics push the relationship towards an employment contract (Article 7:610 of the Dutch Civil Code).

Provisions against bogus self-employment

The heart of the agreement lies in the clauses that substantiate independence. Include an explicit provision stating that no hierarchical relationship exists and that the client only directs the result, not the method of execution. Add a right of substitution: the self-employed professional may have themselves replaced by another, while maintaining quality. This right of substitution sends a strong signal that there is no personal obligation to work.

Additionally, substantiate the entrepreneurship. Stipulate that the self-employed professional works for multiple clients, uses their own materials and tools, insures their own business liability, and is personally responsible for taxes and social security contributions. These characteristics aid in the holistic assessment by the Tax and Customs Administration, which looks at the overall picture of the employment relationship. Where possible, align with a valid model agreement, but be aware that this only provides protection if the work is actually performed in this manner.

Liability, term and termination

Clearly define liability. Unlike an employee, the self-employed professional generally bears the risk for damage caused by their work. Stipulate that the self-employed professional has professional or business liability insurance and limit liability to a reasonable amount, such as the invoice amount or the insured sum. This ensures both parties know where they stand.

Furthermore, determine the duration and termination. Opt for a fixed term or link the agreement to the completion of the assignment, with a notice period for early termination. An assignment of indefinite duration with a long, stable relationship can contribute to the perception of employment, so keep the hiring project-based where possible. Finally, add provisions regarding confidentiality and the ownership of the intellectual property of the work.

Practical example

A construction company hires an independent project manager for the completion of a single project. The agreement describes the result, applies an hourly rate including VAT, grants a right of substitution, and stipulates that the project manager determines his own approach and has multiple clients. Liability is limited to the insured sum. The assignment ends upon completion. Paper and practice run parallel, so the risk of bogus self-employment is small.

Honest recommendation

For a short-term, well-defined assignment with a self-employed professional who demonstrably works for multiple clients, you can draft a solid contract yourself. Use a good template, include a right of substitution and clear self-employment provisions, and the foundation is laid. However, do engage a lawyer for long-term hiring, for work that resembles that of your own staff, or if there is any doubt regarding the hierarchical relationship. Since enforcement began in 2025, actual execution determines whether you risk a retroactive assessment of payroll taxes, and a lawyer helps align paperwork with practice.

You can have this arranged immediately via the freelancer hiring and leasing agreement. You can find more background information at what is a freelancer hiring and leasing agreement and have a freelancer hiring and leasing agreement drawn up.

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