A good contract for services for self-employed professionals (zzp’ers) sets out what work will be carried out, what will be paid for it, who bears which risks and how the collaboration ends. A heading stating “not an employment contract” is not enough for that purpose. The arrangements must be specific, consistent with one another and in line with the way the client and the contractor actually work together.
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Whether you work as an independent consultant, designer, programmer or interim professional, a contract is above all useful at the moment expectations start to diverge. The client asks for extra work, does not approve hours, stops the assignment or wants to recover all losses from you. By discussing those situations in advance, it becomes clear which assignment you are accepting and which obligations you are specifically not taking on.
What is a contract for services
Under a contract for services (overeenkomst van opdracht), the contractor performs work for the client outside an employment contract. The statutory rules are set out in Article 7:400 of the Dutch Civil Code (BW) et seq.. Not every contract entered into by a self-employed professional falls within this category. Other statutory rules may apply to the creation of a physical work, to transport or to other special types of performance.
An independent business consultant will often work on the basis of a contract for services. For the refurbishment of a shop, a construction contract (aanneming van werk) is more likely. An agreement with several components may be a mixed contract. The legal classification determines, among other things, which termination rules, duties of care and payment rights apply. So start with the work itself and not with the name of the template contract.
In many cases a contract for services does not have to be concluded in writing. Arrangements made by e-mail or an oral agreement can also have legal consequences. For evidential purposes, however, it is sensible to put things in writing. Particularly if your income comes to depend on a long-term project, you do not want to argue afterwards about what someone you spoke to actually meant.
First record who the contracting parties are
State the full name, legal form and relevant identification details of both parties. In the case of a sole proprietorship, the business owner contracts personally, even when a trade name is used. In the case of a private limited company (bv), it must be clear which company is awarding the assignment. A brand name, group logo or general e-mail address does not always tell you who will ultimately have to pay the invoice.
Also check the authority of the person giving approval. A project manager can be your point of contact on the substance without being authorised to enter into all financial obligations. If in doubt, ask who can conclude the agreement on behalf of the business and have that person confirm the assignment. Keep the Chamber of Commerce extract or other evidence on which you base your check.
If you work through an agency or intermediary, map out the contractual chain. Who awards the assignment, who approves the hours, who pays and to whom must you give notice? A problem at the end client does not automatically mean that your contracting party may pass on its payment obligation. That depends on the arrangements made and whether they hold up legally.
Describe the work so that delivery can be assessed
“Marketing support” or “IT work” is usually too broad. Specify the concrete activities, deliverables, project phases and relevant exclusions. For a website project, for example, you can distinguish between design, build, migration, maintenance and content. If photography, translations or integrations are not included, record that visibly.
Describe what the client must supply and when. Think of access to systems, data, decisions on content and availability for consultation. Add what the consequences are if that cooperation is not forthcoming. A schedule that depends on approval by the client should not be presented as an unconditional delivery guarantee.
Also distinguish between an obligation to use best efforts and an agreed result. The fact that a consultant must work with due care does not automatically mean that he guarantees a certain increase in turnover. Conversely, a precisely described deliverable can indeed be a specific obligation. The contract as a whole and the expectations created remain decisive.
Arrange hours, rates and invoicing
Choose deliberately between an hourly rate, a fixed price, a subscription or a fee per phase. State whether amounts are exclusive or inclusive of VAT and how expenses are dealt with. For work charged by the hour, it matters which activities are billable, how hours are recorded and within what period the client must respond to a timesheet.
A timesheet is stronger when it contains more than just a total. Record the date, activity, project component and relevant progress. Have the client respond periodically rather than only after three months. An approval process must not be set up in such a way that payment remains indefinitely dependent on someone who is never available.
With a fixed price, the description of the assignment determines what falls within the amount. Agree, therefore, how changes are requested, assessed and priced. A request such as “could you also take care of this” is not a safe basis for extensive additional work. First confirm the consequences for price and schedule and ask for specific approval.
Record which performance corresponds to each payment instalment and what happens in the event of a dispute. A general clause stating that you may always stop in the event of non-payment may be too broad. Look at the conditions for suspending work and check any contractual penalty in conjunction with the limitation of liability.
Avoid disputes about minimum hours and availability
An arrangement of “roughly three days a week” may be an estimate, but it may also create expectations about a guaranteed commitment. State clearly whether hours are guaranteed, whether only hours actually worked are paid, or whether a fee applies for reserved capacity. These choices have consequences if the client offers less work than expected.
Discuss holidays, illness and substitution without automatically copying an employee arrangement. A self-employed professional is not entitled to paid holidays or wages during illness on the basis of the contract for services alone. You can, however, make arrangements about continuity, availability and reporting absence. Those arrangements must be workable and fit the actual collaboration.
A cancellation scheme for reserved days can be useful, but it must be clearly defined. What applies in the case of rescheduling, a short interruption or the definitive end of the project? A clause about one cancelled appointment is not automatically the same arrangement as compensation for the termination of a six-month assignment.
Incorporate general terms and conditions correctly
In the agreement, refer to the correct version of your terms and conditions and provide them before or at the time the contract is concluded. Check whether the client uses its own purchasing conditions. Two references to different sets can create a legal problem. Resolve that with clear arrangements on applicability and order of precedence.
Preferably group specific deviations together. If the contract for services mentions a liability cap of one year’s fees and the general terms and conditions a cap per invoice, it must be clear which clause prevails. A contract often consists of several documents, but for the user it must read as one coherent whole.
Allocate liability realistically
As a contractor, you must exercise the care of a good contractor. The statutory basis is Article 7:401 of the Dutch Civil Code. A client may also ask for guarantees, indemnities and additional obligations. Read them carefully: they can make your risk much greater than would be the case under the ordinary duty of care.
A limitation of liability can, for example, be linked to an insured amount or a contractual maximum. Check what happens if the insurer does not pay out and which losses fall under the limitation. Without further definition, the words “direct loss” and “indirect loss” do not always have the meaning the parties expect.
Align the contract with your professional or public liability insurance. An obligation to compensate all third-party claims may fall outside the usual cover. Also have it assessed whether a penalty clause applies in addition to damages. A low fee for the assignment does not in itself mean that a much higher damages claim is legally impossible.
Record intellectual property and rights of use
For texts, designs, photographs and software, payment is not the same as a transfer of all intellectual property rights. Describe which rights the client receives: use for a specific purpose only, a broad licence or a transfer of specific rights. Statutory formal requirements apply to the transfer of copyright. A general promise about “ownership of the result” therefore needs to be worked out.
Also specify what remains yours, such as existing methods, libraries, templates and know-how that you use for several clients. Otherwise a broad clause may unintentionally affect your entire toolkit. Arrange whether source files will be supplied, whether the client may make changes itself and which rights apply to third-party material.
At the end of the assignment, the client must know what it may continue to use and which files will be handed over. Link any retention of rights pending payment carefully to the chosen licence or transfer. Blocking systems or deleting files yourself in a payment dispute can create new liability risks.
Confidentiality and personal data
A confidentiality clause should clearly describe which information is confidential, who is given access and which exceptions apply. Information that is already public or lawfully obtained from another source calls for different treatment from client files or business strategies. Also record what must happen to copies and access codes after the collaboration ends.
If you process personal data for the client, determine which privacy role each party has. Not every self-employed professional is automatically a processor; sometimes the parties are independent controllers. Where a data processing agreement is required, security, instructions, sub-processors and termination must be arranged in practical terms. A single confidentiality sentence does not replace those arrangements.
Limit access to what is necessary for the assignment. Use individual accounts and record who revokes them on departure. That helps both with confidentiality and with evidence afterwards. A shared account makes it harder to establish who changed files or exported data.
Agree how the assignment ends
Record the term, any extension and the option to terminate. The main statutory rule for contracts for services gives the client a broad power to terminate, but business parties can agree otherwise. Protective rules apply where the client is a consumer. The position of the professional contractor who terminates the contract himself is different again.
In addition to the end date, also arrange the financial settlement. What happens to work performed, reserved capacity, expenses incurred and project phases not yet completed? Article 7:411 of the Dutch Civil Code may be relevant on early termination where the fee only becomes payable on completion or on the expiry of a period of time. The full remaining contract amount is not automatically payable.
Make a handover arrangement: which documentation will be provided, what support is included and what will be paid for separately? A short notice period without a realistic handover can work out badly for both parties. In the case of an actual termination, our explanation of terminating cooperation agreements is also relevant, although a self-employed assignment requires its own assessment.
A freelance contract does not automatically prevent false self-employment
The legal classification is not determined solely by what is written at the top of the contract. The actual arrangements and the way they are performed must be assessed. When deciding whether there is an employment contract, the circumstances are considered in conjunction with one another, such as direction and control, integration into the organisation, the obligation to perform the work personally, remuneration and entrepreneurship.
In the Deliveroo judgment of 24 March 2023, the Supreme Court emphasised this assessment of all the circumstances. A substitution clause is not decisive in itself either. A clause that grants a great deal of freedom on paper but has no meaning in practice therefore offers no simple solution.
For that reason, do not use a model agreement as an automatic safeguard. Assess the actual engagement before the start and again when the collaboration changes. The tax and employment law consequences must be examined separately. In case of doubt, a joint assessment from the perspective of corporate law and employment law may be needed.
Checklist before you give your approval
Check that the contracting party is correct and that the signatory is authorised. Then check whether the work, the price, the schedule and the client’s cooperation are sufficiently specific. After that, go through the exceptional situations: extra work, illness, damage, delay, payment problems and early termination.
Read all appendices and documents referred to. An attractive rate may come with a broad indemnity, an onerous non-solicitation clause or a payment condition you cannot bear. Discuss such points as part of the commercial negotiations. The question is not only whether a clause would ever stand up in court, but also whether you want to accept the risk now.
Once agreement has been reached, keep one final set. Date any amendments and have them confirmed. This prevents the client, intermediary and self-employed professional from each working from a different version. A short, clear agreement with appropriate appendices is often more useful than an extensive template whose internal contradictions nobody has checked.
Make acceptance and handover specific
For a project with a tangible end result, acceptance deserves its own arrangement. Describe what the client checks, within what reasonable period it responds and how you deal with reported deviations. Also agree which components will already be approved during the project. This prevents a client from going back, at final delivery, on starting points on which you were previously entitled to build.
A fictional web developer, for example, first delivers the design, then a test environment and finally the agreed functionality. Different checks may apply to each phase. An additional payment method that was never ordered calls for a different assessment from an agreed form that does not work. Link the acceptance criteria, therefore, to the description of the assignment and to your procedure for additional work that is not paid for.
A clause on deemed acceptance deserves careful attention. The mere expiry of a short period does not make every shortcoming irrelevant. Think about hidden defects, information the client needs and what a reasonable inspection actually involves. Moreover, confirmation that a phase has been completed is not automatically a transfer of copyright or a waiver of every claim.
For the handover, describe which files, login details and instructions will be provided. Also arrange who retains access if the collaboration ends early. That subject should tie in with the arrangements for the situation in which the client terminates the freelance assignment.
Frequently asked questions
Is a contract for services mandatory for a self-employed professional?
For many assignments, a written contract is not a general requirement for validity. Even so, putting things in writing is sensible for reasons of evidence, payment and risk allocation. Special rules may, however, apply to specific activities or clauses. In addition, clients, professional rules or insurers may impose requirements on the arrangements you record.
Can I use a free template contract?
A template can be a starting point, but it must fit your assignment and the other party. Check payment, intellectual property, liability and termination in particular. Do not delete clauses that are connected with other articles without understanding them. A template written for advisory work does not automatically suit construction, intermediary services or software development.
May a client refuse to accept my hours?
That depends on the assignment, the hours worked and the arrangements on recording and approval. A client may raise specific objections, but cannot postpone payment indefinitely without good reason. Substantiate your work and respond on the merits. In the event of a dispute, our explanation of not being paid for work delivered will help.
Am I always self-employed if I have my own bv?
A legal form or invoice is not decisive for every legal question. The contractual chain and the actual performance must be examined. Tax assessment, classification under employment law and liability each have their own rules as well. So do not rely solely on having a Chamber of Commerce (KVK) number or a business bank account.
Do I have to accept a non-solicitation clause?
That is a point for negotiation. Examine which clients, activities and period are affected and which penalties apply. A broad clause can severely restrict your future assignments. Where you are engaged through an intermediary, specific legislation may also be relevant. Ask for clarification or a limited exception before you agree.
What should I do if the assignment changes during the project?
Record the change before you take on additional obligations. Specify the additional work, price, schedule and consequences for existing arrangements. Confirm who is authorised to give approval. A change form or a clear e-mail may be sufficient, as long as the content and consent can be properly reconstructed afterwards.
Having your freelance contract reviewed
Have you received an agreement, or would you like a workable template for your own assignments? Then also provide the quotation, general terms and conditions, any intermediary agreement and relevant insurance information. Arslan Advocaten can assess how the documents fit together and help with targeted amendments. Get in touch to discuss your assignment and the arrangements that suit it.
Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury. Content reviewed on 12 September 2026 against the statutory text on wetten.overheid.nl and the judgments cited on rechtspraak.nl.
