A non-solicitation clause (relatiebeding) in a freelance contract can restrict your ability to work directly for a client or business relation. Whether the clause applies and how far it extends depends on the wording, the contractual relationship and the circumstances. Where you are engaged through an intermediary, the prohibition on obstruction under the Waadi (the Dutch Placement of Personnel by Intermediaries Act) may also be relevant, but that does not automatically render every non-solicitation clause invalid for every self-employed professional (zzp’er).
Nederlands: Lees dit artikel in het Nederlands: Relatiebeding in een zzp-contract: mag u voor de klant blijven werken?
Türkçe: Bu makaleyi Türkçe okuyun: Serbest çalışan sözleşmesinde müşteri ilişkisi yasağı: müşteri için çalışmaya devam edebilir misiniz?
So do not accept a new assignment simply on the assumption that you are self-employed. First map out who is bound by which arrangements, which clients are protected and which penalties have been included. It is often possible to obtain targeted written consent or a limitation in advance. Negotiating afterwards is more difficult once a breach is already being alleged.
What does a non-solicitation clause govern?
A non-solicitation clause usually restricts contact or business cooperation with certain relations of the contracting party. It may prohibit only active solicitation, but also accepting work when the client makes contact itself. Sometimes it also covers working indirectly through your own bv, another intermediary or a third-party business.
The heading of the provision is not decisive. A prohibition may appear under competition, confidentiality, client protection or termination. Read the entire contract and its annexes, therefore. Also look out for provisions in a framework agreement that apply alongside individual assignment confirmations.
A non-compete clause may go further and restrict certain activities or work within a market. A confidentiality clause protects information. Those obligations may exist side by side. The fact that you obtain consent to work for a client does not automatically mean that you may use confidential data or methods of your previous contracting party.
A clause for a freelancer is not the same as an employee clause
Specific rules apply to non-compete and non-solicitation clauses for employees. Those rules cannot simply be applied to a contract between independent entrepreneurs. In a genuinely commercial relationship, the focus is on contract interpretation, the law on general terms and conditions, reasonableness and fairness, and any special legislation.
At the same time, the label ‘freelancer’ is not decisive for the legal classification of the relationship. If the actual rights and obligations point to an employment contract, that may change the assessment. A provision stating that the parties ‘expressly do not intend an employment contract’ does not automatically rule out that debate.
The Deliveroo judgment of the Supreme Court of the Netherlands (Hoge Raad) underlines that all relevant circumstances must be assessed together. If you are unsure about your status, the employment law question therefore deserves its own analysis. Do not apply the employee rules selectively without first establishing whether they apply to your relationship.
Which relations fall under the prohibition?
Check whether the clause names only the specific end client or a broader group. ‘All relations of the client’ may raise questions: does it concern current clients, former clients, prospects, group companies or anyone who has ever received a quotation? A vague description increases the risk of a dispute.
Next, consider whether you got to know the relation concerned through the assignment or already had independent contact with it. Some clauses make an exception for your own existing clients; others do not. Record such exceptions at the start. A later reliance on an earlier relationship is stronger with old correspondence and invoices than with a mere recollection.
A geographical restriction is not always decisive. With online services, a client may be based anywhere. The key question is which business activity the clause affects. A prohibition on active acquisition can be considerably narrower than a prohibition on any direct or indirect business contact.
How long does the clause continue to apply?
Read from which moment the period runs: the end of the framework agreement, the last assignment, the last invoice or the last contact with a client. Those moments may be months apart. In the case of extensions, it may be unclear whether the period starts again. A clear contract makes this determinable in advance.
There is no single fixed maximum duration that automatically makes every commercial freelance non-solicitation clause valid or invalid. The duration must be assessed together with the scope, the interest and the circumstances. A long-term prohibition that shuts you out of your entire market calls for a different assessment than limited protection of one specific client relationship.
Also check whether the clause already applies during the assignment. An exclusivity arrangement may limit your ability to take on other assignments in parallel. That affects both your commercial freedom and possibly the assessment of the actual working relationship. So do not only discuss what happens after you leave.
If the client approaches you
Many self-employed professionals think that a non-solicitation clause only applies when they recruit clients themselves. That depends on the wording. A prohibition on ‘approaching’ may have a different scope from a prohibition on ‘performing work for’ or ‘maintaining business relations with’. The circumstances and the interpretation of the contract remain relevant.
Keep a record of how the contact came about and make no commitments before the position is clear. An unsolicited message from the end client may be important evidence, but does not automatically cancel a broadly worded prohibition on working for that client. If necessary, ask for written consent for the specific assignment.
Free preparatory work, a quotation or deployment through another party may also fall within a prohibition, depending on the wording. A structure intended solely to circumvent an arrangement may give rise to fresh disputes. So opt for a transparent assessment and a clear exception where possible.
Working through an intermediary and the Waadi
Where workers are placed at the disposal of a hirer, the prohibition on obstruction in Article 9a of the Waadi may be relevant. That prohibition concerns obstacles to the formation of an employment contract or relevant employment relationship after the placement has ended. Whether it applies requires an assessment of the specific structure and of the European background of the rules.
In HR 20 May 2022, ECLI:NL:HR:2022:751, the Supreme Court made clear that the Temporary Agency Work Directive and the Waadi do not simply apply merely because a freelancer works through an agency under the direction and supervision of a hirer. The relevant requirements for the employment relationship concerned must be examined.
Both simple answers are therefore incorrect: ‘the Waadi never applies to freelancers’ and ‘every non-solicitation clause for a freelancer is void’. Map out who places you, who pays, under whose direction you work and what relationship is intended after the assignment ends. The entire contractual chain and its performance are needed to reach a meaningful conclusion.
May the intermediary charge a transfer fee?
The prohibition on obstruction contains an exception for a reasonable fee payable by the hirer for certain services relating to the placement, recruitment or training. That is not the same as an unlimited penalty that makes any transfer impossible in practice. The nature and calculation of the fee must be assessed.
Also check who must pay under the clause: the end client, the freelancer or both. A payment obligation for one may affect the willingness of the other to enter into the assignment. A written arrangement between all relevant parties may therefore be necessary.
Do not automatically regard an amount as reasonable because it appears in a model contract or is said to be customary in the sector. Ask what it is based on and which services it compensates. If the Waadi does not apply, the contractual arrangement must still be assessed on its own legal basis.
When can a commercial clause be challenged?
Start with applicability and interpretation. Was the clause actually agreed, which version applies and does it form part of general terms and conditions? Where relevant, it can be examined whether the terms were provided in good time and whether a clause is unreasonably onerous. For certain counterparties, those avenues for annulment are restricted.
In addition, reliance on a contractual provision may, in the specific circumstances, be unacceptable according to standards of reasonableness and fairness. That test under Article 6:248 of the Dutch Civil Code (BW) is not a general means of striking out every unfavourable arrangement. Substantiate which interest is being protected and why application in your situation would go too far.
Consider the scope of the prohibition, your dependence, the duration, the manner of termination and what the parties knew when the contract was concluded. Consent previously given or specific expectations raised may also be relevant. A legal assessment requires those facts; merely stating that the clause hampers your income is usually not sufficient.
How do penalties for breach work?
A contract may state an amount per breach and an amount per day. Examine when, according to the wording, a breach occurs and whether several events may be added together. A single new assignment may be assessed differently from dozens of separate contacts. The exact wording makes a great deal of difference.
The law contains rules on the relationship between a penalty, performance and damages. At the debtor’s request, the court may reduce a penalty if fairness manifestly so requires. That standard under Article 6:94 of the Dutch Civil Code is applied with restraint. Do not assume that a high penalty will be reduced anyway.
Check whether a notice of default is required and what arrangements have been made about it. A penalty claim must be substantiated on its merits. Ask which specific conduct, date and provision the other party relies on. Do not acknowledge a series of breaches without an assessment by signing a general statement.
Reliance on a non-solicitation clause first requires interpretation of the protected relations, activities and period. Any associated penalty must then be calculated and assessed separately. If a claim is made against you, read the article on penalty clauses and their reduction. A high amount is not automatically invalid, but nor is a penalty payable without an applicable clause that has been breached.
How to negotiate a workable clause in advance
Ask for a specific description of the protected clients, a clear duration and a restriction to work related to the assignment. Make your own existing relations visible. Discuss whether only active solicitation is prohibited or also accepting unsolicited requests. That difference is often important for your practice.
A consent procedure can help. Agree whom you should ask for an exception, what information is needed and within what period a response will follow. Make clear that an exception for one client does not automatically give consent for all other relations. Record the consent before the new engagement begins.
Also discuss the maximum penalty and its relationship to actual damage. A clear, limited arrangement may be easier to implement than a very broad prohibition that leads to a dispute at every transfer. Link the arrangement to a specific protected interest, such as demonstrable recruitment efforts or confidential client information.
An example of a targeted request for consent
You could write, for example: ‘We are considering performing work for [specific business] from [date], consisting of [description]. We request that you confirm in writing that you will not invoke Article [number] of our agreement in respect of this specific assignment. The other arrangements, including confidentiality, remain unchanged unless we agree otherwise.’
Only use this text once it is clear which parties must give consent. Approval from the end client does not automatically bind the intermediary, and vice versa. If necessary, add arrangements about any fee, duration and settlement. Do not waive your own rights in general terms if only a limited transfer is being arranged.
If you have already received a formal demand
Keep the letter and, if necessary, ask for time for an assessment. Stop making unclear new commitments until the position has been examined. Gather the full contract, extensions, client contacts and evidence of any consent. Draw up a chronology of the end of the old assignment and the start of the new contact.
Respond to the specific allegations and have it assessed whether an interim solution is needed. If interim relief proceedings (kort geding) or accumulating daily penalties are threatened, speed is important. Do not assume an automatically favourable outcome because you are self-employed. Nor do you have to accept every penalty claimed without scrutiny.
Work with an overview per relation and activity
Before you accept a new assignment, draw up an overview of the client concerned, the intended work, the start date and your previous contact with that client. Set the text of the clause alongside it. This makes it visible whether the dispute concerns the same legal entity, a group company, an entirely different department or a relation you already knew before the collaboration.
Take a fictitious self-employed adviser who worked at company A through an agency. After leaving, another group company, B, asks for a standalone project. The fact that B has a different Chamber of Commerce (KVK) number is not always decisive: the clause may also name group companies. Conversely, not every business with a similar trade name automatically falls under a restriction. Read the definition and the context of the arrangements made.
Preferably record existing relations before you sign the contract. A clear annex can help you prove later which clients were excluded from the prohibition. Also note whether an exception relates only to existing work or leaves room for new assignments. A vague reference to your ‘own network’ may again cause a dispute.
When obtaining consent, ask for specific written approval from the authorised party. Name the client, activities, period and any conditions. Check whether the penalty provision also ceases to apply to these permitted activities. Consent from the end client does not automatically release you from an obligation towards your intermediary.
Keep the approval with your contract for services. If you agree the exception while ending the collaboration, include it in the final settlement. This prevents a general full and final discharge or an old standard reference from making the consent unclear. The financial settlement remains a separate matter; for that, read what you can invoice when the client ends your freelance assignment.
Frequently asked questions
Is a non-solicitation clause for freelancers always valid?
No. Applicability, interpretation, the law on general terms and conditions, reasonableness and fairness, and any special legislation may set limits. But a commercial arrangement is not automatically invalid just because it restricts your options. The contract and the actual working relationship must be assessed together.
May I work for the end client if they ask me themselves?
That depends on the clause. Some provisions only restrict active solicitation, others also accepting or performing work. Keep a record of what prompted the contact and, where necessary, ask for consent in advance. An unsolicited request does not automatically render a broad prohibition on working ineffective.
Does the Waadi also apply to my freelance assignment?
That cannot be answered on the basis of the word ‘freelancer’ alone. The contractual chain, the manner of placement and the relevant employment relationship must be examined. The Supreme Court has confirmed that there is no automatic application to every self-employed person. Have the specific structure assessed.
Can I work through my bv or another intermediary?
That is not automatically a solution. A clause may cover both direct and indirect work. The way the work is actually performed also counts in the interpretation. A different invoicing business therefore does not automatically remove the risk. Look for a clear legal basis or a written exception.
How likely is it that a penalty will be reduced?
That depends on the circumstances and cannot be determined in advance as a fixed percentage. The statutory standard is applied with restraint. Among other things, the relationship to the damage and the application of the clause may be relevant. Take a high penalty seriously and do not wait until the amount rises further.
Does confidentiality still apply after consent to the transfer?
Often it does, depending on the arrangements. Consent to work for a client is not automatically consent to use confidential information, files or intellectual property. Clearly record the scope of the consent and the obligations that continue to apply.
Have your transfer assessed in advance
Arslan Advocaten can examine your non-solicitation clause, penalty arrangement and any Waadi question, and assist with a request for consent or a defence. Bring all agreements, extensions and relevant client contacts. See our assistance with corporate and commercial law and, where necessary, employment law, or get in touch to discuss your situation.
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 cited judgments on rechtspraak.nl.
