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A sample model agreement shows which provisions demonstrate that the client and the self-employed professional are working outside of an employment relationship: no hierarchical relationship, a free substitution clause, and entrepreneurial risk. Together, these three elements refute the characteristics of an employment contract (Art. 7:610 BW). Below are the most important provisions with explanations, so that you can recognize what distinguishes a good agreement from text that offers insufficient protection during an audit.
The short answer
- No authority: the self-employed person decides for themselves how, where, and when they work.
- Replacement: in principle, the self-employed professional may have themselves replaced.
- Entrepreneurial risk: no continued payment of wages during illness, personal liability.
- Result: the agreement describes the work to be delivered, not working hours.
- Duration and termination: clear agreements regarding duration and termination.
The structure of a model agreement
A model agreement is structured as a contract for services (Art. 7:400 BW), supplemented by provisions that emphasize the independence of the contractor. The structure is usually: parties, description of the assignment, core provisions regarding independence, financial arrangements, liability, duration and termination, and finally, signature. The core lies in the provisions that exclude the existence of an employment relationship.
Provision: no hierarchical relationship
This is the most important provision. An example wording reads along the lines of: “The contractor performs the work at his own discretion and without supervision or direction from the client. The client may give instructions regarding the intended result, but not regarding the manner in which the work is performed.” In this way, you establish that there is no authority to give instructions regarding the working method — the distinguishing feature compared to an employee.
- Schedule your own working hours.
- No mandatory attendance at fixed times.
- Instructions regarding the result only.
Provision: free substitution
An employee must perform the work personally; a self-employed person does not. An example clause: “The contractor is entitled to have themselves replaced by another person in the performance of the work, provided that that person possesses the same qualifications.” Some agreements require prior notification to the client. The replacement must be realistically possible — in the case of highly specialized work, the clause carries less weight.
Provision: entrepreneurial risk and liability
These provisions demonstrate that the contractor works at its own expense and risk:
- No continued payment of wages during illness, vacation, or lack of work.
- Liability for damage caused by deficiencies rests with the contractor, possibly covered by liability insurance.
- Invoicing based on work delivered or agreed rate, not as a fixed monthly salary.
- Own resources: where possible, use of own tools and materials.
Other provisions
In addition to the core provisions, a model agreement contains customary agreements: the remuneration and payment term, the duration and notice period, confidentiality and intellectual property, and the applicability of Dutch law. These are not decisive for the tax classification, but should be included in a complete agreement.
A brief practical example: a graphic designer works for an advertising agency based on a model agreement. The agreement states that she uses her own software and equipment, invoices per project, and may arrange for a replacement. In practice, she works in this way—at home, on her own time, for multiple clients. The agreement and reality align, which supports the classification as being outside of an employment relationship.
Where an example falls short
An example provides guidance, but copying a blueprint is risky. The provisions must align with the actual collaboration. An agreement that promises free substitution while the assignment actually excludes it, or that states there is no authority while the self-employed professional receives daily instructions, offers a false sense of security. The Tax and Customs Administration looks through the text to the actual employment relationship.
Honest recommendation
For a simple, short-term assignment with a clearly independent freelancer, you can work perfectly well with a standard template that you adapt to your situation. You do not need a lawyer for that. However, do seek legal assistance if the hiring is long-term or structural, or if the work closely resembles that of your own staff. In those cases, a template is insufficient: the provisions must be aligned with the actual working method, and it is precisely this alignment that determines whether the agreement holds up during an audit.
Want to know more? View the model agreement, read exactly what a model agreement is and how to draft one yourself.
Frequently Asked Questions
It is a contract for services with core provisions demonstrating independence: no hierarchical relationship, a free substitution clause, and entrepreneurial risk. Supplemented by the assignment description, remuneration, liability, duration, and termination. The core lies in the provisions that exclude an employment relationship.
The absence of a hierarchical relationship. The agreement stipulates that the contractor works at his own discretion and that the client only gives instructions regarding the result, not the method of working. Authority is the distinguishing characteristic compared to an employee.
For example: the contractor may have themselves replaced during the execution by someone with the same qualifications, possibly after notifying the client. The replacement must be realistically possible; in the case of highly specialized work, the clause carries less weight.
Invoicing based on work delivered or an agreed rate, not as a fixed monthly salary. No continued payment of wages during illness or vacation. These agreements demonstrate that the contractor bears entrepreneurial risk rather than the security of an employee.
An example provides guidance, but blindly copying is risky. The provisions must align with the actual collaboration. If the agreement promises free substitution while the assignment excludes it, this offers a false sense of security. The Tax Authorities see right through the text.
Then practice counts. The Tax and Customs Administration assesses the actual employment relationship. If the agreement does not stipulate authority, but the self-employed person receives daily instructions and has fixed working hours, the relationship still qualifies as an employment relationship, with the risk of an additional tax assessment.
For a complete agreement, yes, but they are not decisive for the tax classification. Provisions regarding confidentiality, intellectual property, and applicable law belong in it, whereas the classification as outside of employment depends primarily on authority, replaceability, and entrepreneurial risk.
