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Drafting a secondment agreement involves documenting the provision of personnel: who hires in, who lends out, under whose direction and supervision the work is performed, at what rate, and how liability for payroll taxes and employment conditions is divided. The core principle is that the lender remains the employer and pays the wages, while the hirer retains day-to-day control. A good agreement covers the obligations under the Dutch Act on the Supervision of Personnel (Waadi), hirer liability, and chain liability for wages, ensuring that neither party faces any surprises afterwards.
The short answer
- Parties and roles: name the borrower, the lender, and the position of the seconded worker.
- Management and supervision: stipulate that these lie with the hirer.
- Rates and invoicing: hourly rate, surcharges, indexation, and payment terms.
- Waadi and G-account: registration statement and payment of payroll taxes.
- Liability: distribute the risk for payroll taxes, employment conditions, and accidents.
Drafting a secondment agreement: what belongs in it
The basis of a usable agreement consists of a number of fixed clauses. Do not be tempted to fill half an A4 page: the allocation of risk, in particular, deserves attention.
- Description of the assignment. Position, location, working hours and the duration of the secondment.
- Management and supervision. An explicit provision that the hirer provides daily instructions. This distinguishes hiring from a contract for work and determines which legal regime applies.
- Rate and cost structure. Hourly rate, overtime pay, travel expenses, indexation, and payment terms.
- Hirer's remuneration. An agreement whereby the hirer provides the correct job classification, so that the lender can apply the remuneration in accordance with Art. 8 of the Waadi.
The liability clauses
This is where the real value of the agreement lies. Three points must not be missing.
- Hirer's liability. Pursuant to Article 34 of the Collection Act 1990, the Tax and Customs Administration may hold the hirer liable for unpaid payroll taxes and VAT. Include that the lender maintains a G-account, that a portion of the invoice is deposited into it, and that the lender is SNA-certified or otherwise reliable.
- Chain liability for wages. Under the Sham Employment Arrangements Act (Art. 7:616a et seq. of the Dutch Civil Code), the hirer can be held liable if the seconded worker is underpaid. Stipulate that the lender correctly applies the remuneration for seconded workers and indemnifies the seconded worker in the event of underpayment.
- Working conditions. The hirer is responsible for a safe workplace (Art. 7:658, paragraph 4 of the Dutch Civil Code). Divide the responsibility for instruction, protective equipment, and insurance.
Waadi registration and control
Include a statement in which the lender confirms that it is registered as a provider of personnel in the Trade Register (Art. 7a Waadi). This is not merely a formality: if you hire from an unregistered party, both parties risk a fine from the Labour Inspectorate. Add a right to periodically check the registration and SNA certification. If you work with personnel seconded from another EU country, include a clause regarding the WagwEU notification obligation and the applicable minimum working conditions.
A practical example
A logistics company hires warehouse employees from a staffing agency during peak weeks. The hiring agreement states that the staffing agency remains the employer and pays the wages, that the logistics company has management and supervision and pays an hourly rate, and that twenty percent of each invoice goes to the staffing agency's escrow account. The staffing agency declares to be registered under the Waadi Act and indemnifies the logistics company against underpayment of the workers. When the Tax and Customs Administration later conducted an audit, the logistics company was able to demonstrate the escrow account deposits, and the hirer's liability remained limited.
Honest recommendation
For a single, short-term hire using a standard form from a certified agency, you can easily draft the agreement yourself. Check the Waadi registration, agree on a deposit into a G-account, and establish the job classification; this will cover most risks. However, as soon as you hire on a structural basis or at high rates, work with foreign workers, or wish to use a framework agreement yourself, legal review is advisable. In particular, have the liability and indemnity clauses checked, as this is where things go wrong in the event of a tax assessment or wage claim. A correct agreement is cheaper than a tax assessment afterwards.
Want to read more? View the secondment agreement, and delve into what a secondment agreement is and having one drafted.
Frequently Asked Questions
The parties and roles, the function and duration of the secondment, a provision that management and supervision lie with the hirer, the rate, the Waadi registration statement, a G-account agreement, and a clear division of liability for payroll taxes, employment conditions, and accidents.
This determines whether it concerns secondment or a contract for work. If day-to-day management lies with the hirer, it is secondment, and the Waadi and hirer's liability apply. An incorrect classification leads to additional assessments and unexpected claims.
Include that the lender maintains a G-account and that a portion of the invoice is deposited into it, that the lender is Waadi-registered and preferably SNA-certified, and that it indemnifies you against unpaid payroll taxes. This limits the risk under Art. 34 of the Collection Act 1990.
Yes. Stipulate that the hirer provides the correct job classification to the lender, so that the lender can apply the remuneration in accordance with Art. 8 of the Waadi. This prevents underpayment and the resulting chain liability.
An agreement that a percentage of the invoice is deposited into the lender's blocked account, designated for payroll taxes. That amount indemnifies the borrower against hirer's liability up to that portion. A G-account is included in virtually every hiring agreement.
For short-term hiring through a certified agency, this may suffice. However, pay attention to the liability and indemnity clauses: standard forms are often drafted in favor of the lender. Have these points reviewed before you sign.
Then the WagwEU comes into play. Include a clause regarding the notification obligation and the applicable minimum working conditions for posting from another EU country, in addition to the usual Waadi and liability provisions.
