Drafting a contract for services

A contract for services is the agreement pursuant to Article 7:400 of the Dutch Civil Code (BW) whereby the contractor undertakes to perform work for the client outside of an employment relationship. It is the legal basis for virtually all business services, consultancy, advisory assignments, creative projects, and technical services. The contractor has a best-efforts obligation: he commits to professional effort, not to guaranteeing a specific result. The contract for services is the statutory legal concept upon which the practical terms "contract for services," "consultancy agreement," or "freelance agreement" are based. As of January 1, 2025, the Tax and Customs Administration fully enforces the DBA Act (Wet DBA), meaning that the question of whether a contractor is a self-employed professional (ZZP) or a disguised employee has direct financial consequences. Our lawyers will draft a contract for services for you that is compliant with the DBA Act, correctly qualifies the best-efforts obligation, watertight defines the scope, and correctly addresses the termination provisions of Article 7:408 of the Dutch Civil Code.

The distinction between an obligation of effort and an obligation of result is decisive for the contractor's liability. Under an obligation of effort, the contractor is liable if he has not exercised the care that may be expected of a reasonably competent professional. Under an obligation of result, the contractor is liable if the agreed result fails to materialize, regardless of the effort expended. Most service providers—consultants, lawyers, doctors, accountants—have an obligation of effort. Contractors, architects, and software developers who deliver a concrete end product generally have an obligation of result for that end product, but an obligation of effort for the method of execution. Your contract for services must explicitly qualify the nature of the obligation. Our lawyers ensure the correct qualification.

Following a brief intake, our lawyers draft a contract for services that is compliant with the DBA Act, correctly qualifies the best-efforts obligation, watertightly defines the scope, and correctly addresses the termination provisions of Article 7:408 of the Dutch Civil Code.

A contract for services is regulated in Article 7:400 of the Dutch Civil Code. The contractor undertakes to perform work for the client that entails something other than the creation of a work of a tangible nature, the safekeeping of goods, the publication of works, or the transport of persons or goods. In practice, this type of agreement is primarily found in services provided by self-employed professionals: advisors, consultants, copywriters, designers, interim professionals, and other freelancers.

The majority of the statutory regulation (Articles 7:400 to 7:413 of the Dutch Civil Code) is of a regulatory nature. This means that parties are permitted to deviate from it in many cases. Precisely for this reason, the quality of your own agreements determines your position should a conflict arise.

An employment contract (Article 7:610 of the Dutch Civil Code) is characterized by work, wages, and a hierarchical relationship, with extensive protection for the employee against dismissal. In a contract for services, the contractor performs the work independently, and that hierarchical relationship is absent. This gives both parties more flexibility, but less protection against dismissal.

Whether a contract constitutes an assignment or an employment relationship depends not on the label on the contract, but on its actual execution. Since 2025, the Tax and Customs Administration has been strictly scrutinizing this. If the contractor works embedded within the organization, with direction regarding working methods and attendance, the relationship may be reclassified as an employment contract, resulting in the assessment of back taxes on payroll taxes.

If the contractor delivers a tangible result, such as a structure, an installation, or a manufactured product, it is usually not a contract for work but a contract for services (Article 7:750 of the Dutch Civil Code). Specific rules regarding delivery, hidden defects, and liability apply to this. In case of doubt, it is important to choose the correct contract type, as the statutory regulations differ substantially per type.

The general rule is set out in Article 7:408 paragraph 1 of the Dutch Civil Code: the client can in principle terminate the agreement at any time, even in the case of an assignment for a fixed term. A contractor acting in the exercise of a profession or business finds this much more difficult; in principle, they can only terminate the agreement in the case of an assignment for an indefinite period or for serious reasons (Article 7:408 paragraph 2 of the Dutch Civil Code).

An important nuance: a consumer client who does not award the contract in a professional or business capacity is not liable for compensation upon termination (Article 7:408 paragraph 3 of the Dutch Civil Code), and this rule cannot be deviated from to the detriment of the consumer (Article 7:413 of the Dutch Civil Code). Between professional parties, however, you can structure the termination contractually, for example with a notice period or compensation for early termination. Our legal experts draft these agreements within the limits set by law.

In carrying out his work, the contractor must exercise the care of a good contractor (Article 7:401 of the Dutch Civil Code) and follow the instructions of the client, provided these fall within the scope of the assignment. In the case of an assignment granted with a specific person in mind, personal performance applies (Article 7:404 of the Dutch Civil Code). A good agreement limits liability realistically, for example to the invoice value or the insured sum, and aligns this with the contractor's professional liability insurance.

In a contract for services, the law does not automatically regulate who becomes the owner of what the contractor creates. For creative or development work, such as texts, designs, software, or visual material, the intellectual property rights generally remain with the creator, unless you expressly agree otherwise. If you, as the client, wish to acquire the rights, the transfer or a usage license must be recorded in writing. Our legal experts include a comprehensive IP provision for this purpose.

We draft a customized contract for services at a fixed price starting from 99 euros, with clear information regarding costs upfront. You will receive a draft document first and only pay afterwards. The final price depends on the complexity: a one-off assignment is simpler than an ongoing contract involving IP agreements and an extensive liability arrangement. During the free intake, we discuss your situation so that the agreement aligns with your actual working methods and you do not pay for provisions you do not need.