Drafting a self-employment contract: this is what belongs in it

Drafting a contract for self-employed professionals is done as a contract for services (Art. 7:400 BW), in which you concretely define the assignment, the rate, the duration, liability, and intellectual property. The main pitfall is the hierarchical relationship: regardless of how you name the contract, if the client directs the work as if it were an employee, there is a risk of bogus self-employment. A good contract therefore begins with a real, independent work situation and subsequently documents it carefully.

The short answer

1. Parties and entrepreneur details: Chamber of Commerce numbers, no hierarchical relationship.
2. Assignment description: concrete work or result, scope and deliverables.
3. Rate and payment: hourly rate or fixed price, payment terms.
4. Term and termination: duration and notice period.
5. Liability, IP, and confidentiality: covering risks.
6. Basis: Tax and Customs Administration model agreement, supplemented to suit specific needs.

Start with the work situation

Before you write a single sentence, determine whether the collaboration is truly independent. Is there no hierarchical relationship, does the self-employed professional bear their own risk, and is there no obligation to perform personal work? If so, you can draw up a pure contract for services. If the self-employed professional functions as an employee in practice, no document changes that—the Tax and Customs Administration looks at the facts.

As of January 1, 2025, the Tax and Customs Administration is once again enforcing regulations against bogus self-employment. A contract that looks proper on paper but conceals an employment relationship in practice offers no protection. Therefore, ensure that the text reflects reality.

The job description

The heart of the contract is the description of the assignment. Vaguely formulated leads to disputes regarding scope, additional work, and delivery. Document:

• State as concretely as possible which work or result is being delivered.
• The scope: what is and is not included.
• When and how it will be delivered.
• Agreements regarding additional work and changes.

Rates and payment

Clearly define the applicable rate and billing method. Points to arrange:

• Rate structure. Hourly rate, daily rate, or fixed price per assignment.
• VAT. State amounts exclusive or inclusive of VAT.
• Invoicing and payment terms. For example, monthly, payment within 30 days.
• Expenses. Which expenses are reimbursed and which are not.
• Consequence of late payment. Statutory commercial interest and collection costs.

Term, termination and authority

Determine whether the contract applies for a fixed or indefinite period and what notice period both parties observe. In the case of a contract for services, the client can in principle always terminate the contract (Article 7:408 of the Dutch Civil Code), but a reasonable period prevents disputes.

Also be mindful of the hierarchical relationship here. Provisions that require the self-employed professional to adhere to fixed working hours, work only in person, or follow instructions regarding working methods point towards an employment relationship. Formulate terms based on results, not directively. Including a right of substitution strengthens independence.

Liability and intellectual property

Two aspects that many self-employment contracts forget or regulate too briefly:

• Liability. Limit the liability of the self-employed professional, for example to the invoice amount or the coverage of their professional liability insurance. Exclude indirect damage.
• Intellectual property. Determine who becomes the rights holder to what the freelancer creates (texts, designs, software). Without a transfer, the rights remain with the freelancer, even if the client pays. Explicitly arrange for a transfer or a usage license.
• Confidentiality. Protect confidential business information with a confidentiality clause.

Model agreement as a basis

The Tax and Customs Administration offers approved model agreements. These form a sensible basis, but are often too general. Supplement the model with concrete agreements regarding rates, liability, intellectual property, and delivery. Furthermore, tailor it to your sector and the specific assignment.

Practical example

A construction company hires a self-employed plasterer on a project basis, at a fixed price per job. The contract does not specify fixed working hours, the plasterer uses their own tools and materials, and there is a right of substitution. Liability is limited to the project amount. This arrangement clearly establishes independence and prevents disputes regarding authority.

Honest recommendation

For a simple, short-term assignment with manageable risk, you can easily draft a freelance contract yourself based on a model agreement, supplemented with provisions regarding rates, liability, and intellectual property. You do not need a lawyer for this. However, does it involve long-term collaboration, high amounts, valuable intellectual property, or doubts about the hierarchical relationship? In that case, have the contract drafted or reviewed. The risk of back taxes due to bogus self-employment lies with the client and outweighs the cost of a sound contract.

Read more: what is a self-employment contract and self-employment contract example. Prefer to have it properly arranged right away? View self-employment contract.

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