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What is a DBA-proof assignment agreement? It is a new agreement between a client and a self-employed professional that is structured from the outset in such a way that the collaboration is not an employment contract within the meaning of the DBA Act. Unlike retrospectively reviewing existing contracts, this involves setting things up correctly from the start: you immediately establish independence, the freedom of substitution, and entrepreneurial risk. Since the Tax and Customs Administration resumed enforcement against bogus self-employment as of January 1, 2025, a stable setup from the start has become the guiding principle.
The short answer
- What: a new contract for services that has been set up from the outset not to be an employment relationship.
- Core: no hierarchical relationship, free substitution, and demonstrable entrepreneurial risk.
- Difference: focused on setting up well in advance, not on fixing it afterwards.
- Basis: Article 7:610 of the Dutch Civil Code and the holistic assessment of all circumstances.
- Importance: protects the client against additional assessments and the self-employed professional against reclassification.
What is a DBA-proof contract for services in essence?
A contract for services is the standard agreement by which a self-employed person accepts work for a client. DBA-proof means that the content aligns with the requirements arising from the DBA Act. The boundary lies at Article 7:610 of the Dutch Civil Code: as soon as work, wages, and a relationship of subordination come together, there is legally an employment contract, regardless of the title of the document.
A proof assignment agreement prevents those three elements from coinciding. The self-employed professional determines their own working method, may be replaced, and bears their own risk. The document describes a clearly defined assignment with a concrete result, not continuous availability that resembles employment. In this way, the relationship remains an assignment and not a disguised employment relationship.
Why drafting in advance is better than fixing it afterwards
Anyone who discovers only after an audit that a collaboration resembles an employment relationship must backtrack. This is difficult, because the actual working method is already established. A DBA-compliant contract for services reverses this: you determine the nature of the collaboration at the start and ensure that the text and practice align from day one.
That makes a double difference. The client runs less risk of back taxes on payroll, and the self-employed professional knows for certain that they are treated as an entrepreneur and do not receive an undesirable employee status. Both parties have an interest in a clean start.
What the holistic assessment looks at
Since the Supreme Court's Deliveroo ruling, the judge weighs all circumstances in their mutual context. A DBA-proof contract for services is therefore structured around the viewpoints that recur in that assessment:
- No authority: the client focuses on results, not on the way of working.
- Free substitution: the self-employed professional may have the work performed by someone else with comparable qualifications.
- Entrepreneurial risk: own liability, own insurance, own equipment and debtor risk.
- No embedding: the self-employed professional is not a fixed part of regular business operations.
- Entrepreneurship: multiple clients, independent acquisition, and presentation as a freelancer.
Practical example
A startup wants to hire an experienced IT consultant to build a new platform. Instead of signing a standard freelance contract, they jointly draft a DBA-compliant assignment agreement. This agreement specifies a concrete deliverable with milestones, the freedom for the consultant to choose their own hours and workplace, a replacement arrangement, and their own liability insurance. Because the consultant also works for other clients and uses their own equipment, the assignment clearly aligns with entrepreneurship rather than employment.
Honest recommendation
You don't always need a lawyer. For a short-term, clearly defined assignment with a freelancer who demonstrably has multiple clients and determines their own working methods, you can draft a proper assignment agreement yourself using the key points above. The risk is then small, and the document can remain simple.
Do engage a legal expert for long-term engagement, for hiring based on your core business, or when the line between assignment and employment is blurred. In such cases, a well-drafted agreement ensures that the text and practice are correct, and this far outweighs the risk of an additional tax assessment. Drafting properly in advance is almost always cheaper than correcting it afterwards.
Want to look further or have it drafted? View the DBA-proof assignment agreement, read which provisions should be included in the DBA-proof assignment agreement drafting guide , and the process and costs in having a DBA-proof assignment agreement drafted.
Frequently Asked Questions
It is a new agreement between client and self-employed professional that is structured from the start so that the collaboration is not an employment contract. Independence, freedom of substitution, and entrepreneurial risk are established from the outset.
A standard contract regulates the assignment but does not assess itself against the DBA Act. A DBA-proof version is deliberately structured around the viewpoints of the holistic assessment, such as the absence of authority and entrepreneurial risk, so that the relationship remains an assignment.
Repairing after the fact is difficult because the actual working method is already established. Drafting in advance ensures that text and practice are correct from day one, which reduces the risk of additional assessments and reclassification.
The DBA Act in combination with Article 7:610 of the Dutch Civil Code, which defines the employment contract based on work, wages, and authority. If these three coincide, there is legally an employment relationship, regardless of the name of the contract.
No. Since the Deliveroo ruling, the judge weighs all circumstances in conjunction. A substitution arrangement only helps if the self-employed worker is actually allowed to be replaced in practice and is not embedded in the organization.
Both parties. The client runs less risk of additional payroll tax assessments, and the self-employed professional retains their entrepreneurial status without unwanted employee rights or reclassification.
Yes. The enforcement moratorium was lifted as of that date, and the Tax and Customs Administration is once again enforcing regulations against bogus self-employment. Consequently, an agreement that is stable from the start has become the practical starting point.
