ສັນຍາອິດສະຫຼະໃນປະເທດເນເທີແລນ: ອຸປະສັກແລະວິທີການຫຼີກລ່ຽງພວກມັນ

The pitfalls of a freelance contract in the Netherlands sit in six areas: the nature of the working relationship, the scope of the assignment, intellectual property, liability, payment terms and termination. The biggest risk is the first: if the relationship meets the definition of an employment contract in Article 7:610 of the Dutch Civil Code (BW), it is one, whatever the contract says.

From 31 December 2026, a new statutory presumption also applies: a worker paid at most the statutory hourly rate is presumed to be an employee (Article 7:610aa BW). This article goes through each pitfall and what to change before signing, for both freelancer and client.

When is a freelance contract really an employment contract?

When work is done personally, for pay, under the authority of the client. These three elements of Article 7:610 BW apply by law, and parties cannot contract out of them; the label on the contract is not decisive.

The Supreme Court (Hoge Raad) weighs all circumstances together, and no single factor decides. Relevant are the nature and duration of the work, how tasks and hours are set, whether the worker is embedded in the client’s organisation, whether they must work personally, the level of the rate, who bears commercial risk, and whether the worker acts as an entrepreneur with several clients, own tools and own insurance.

If a relationship is reclassified as bogus self-employment (schijnzelfstandigheid), the client can face back payments of wage tax and social security contributions to the Dutch Tax Administration (Belastingdienst). Employment law protections may also apply, such as dismissal protection and continued pay during illness. The Belastingdienst has enforced the rules on bogus self-employment again since 1 January 2025, after the end of its enforcement moratorium.

What changes on 31 December 2026?

The Act introducing a presumption of an employment contract based on an hourly rate (Stb. 2026, 158) adds Article 7:610aa BW and enters into force on 31 December 2026 (Stb. 2026, 207). Anyone who works for another for a rate of at most €36 per hour, as indexed, is presumed to work under an employment contract.

The amount is indexed in the same way as the statutory minimum wage, and the amount for the first year is set by ministerial regulation, so check the current figure before you agree a rate. The presumption does not apply when the client is a private individual not acting in a business capacity. It is rebuttable: the client must then show that there is no employment relationship.

What should the contract say about the working relationship?

The wording and the actual working practice must match, because the Belastingdienst looks at how the work is done. In the contract, describe a result rather than hours, include a genuine right of substitution, and leave out instructions on how the work is done, leave procedures and sick reporting.

In practice, avoid staff passes and staff e-mail addresses as a matter of course, performance reviews, compulsory team meetings and leave requests. Our overview of ກົດໝາຍແຮງງານຂອງໂຮນລັງ sets out the rules that apply if the relationship is reclassified.

How do you define the scope and extra work?

State what will be delivered, in what form, by when and to what standard, and what is outside the scope. Vague descriptions such as “support with the implementation” leave the boundary open, and on a fixed price the risk of that lies with the freelancer.

For time-based fees, agree a rate per role, an hour cap and a threshold at which the freelancer must warn before exceeding it. For extra work, agree who may approve it, in what form, at what rate, and what happens to the delivery date. If a fixed price will be exceeded, the freelancer must warn the client in time; build that warning into the contract as a fixed step.

Who may do the work: is there a right of substitution?

A real right of substitution points away from an employment contract and lets the freelancer take holidays or fall ill without breaching the contract. A right that depends on the client’s free approval, or that has never been used in years, carries little weight.

Allow a suitably qualified replacement, subject to reasonable requirements on qualifications, confidentiality and screening, with the freelancer remaining responsible. If subcontractors are used, pass on confidentiality, data protection and IP obligations to them; a client that has no rights from the subcontractor has no rights at all.

If the work is arranged through an intermediary that hires out workers, the Act on the admission of the provision of workers (Wet toelating terbeschikkingstelling van arbeidskrachten) enters into force on 1 January 2027, with some parts following on 1 January 2028 (Stb. 2026, 159). Check now whether your arrangement falls within it.

ໃຜເປັນເຈົ້າຂອງຊັບສິນທາງປັນຍາ?

The maker. The rule that gives an employer the copyright in employees’ work (Article 7 of the Dutch Copyright Act, Auteurswet) does not apply to freelancers, so a client without a written transfer does not own what it paid for.

Under Article 2(3) of the Copyright Act, a transfer must be agreed in writing and delivered by deed, and a transfer by the maker only covers the rights expressly stated in the agreement or necessarily implied by it. A quotation accepted by e-mail or general terms referred to in an order may not be enough. Put the assignment in the signed contract and describe what is transferred.

Distinguish the work made for this client from the freelancer’s existing material, tools and methods. A common structure transfers the bespoke work and gives the client a non-exclusive licence to the background material as far as needed to use it.

Moral rights stay with the maker even after a transfer (Article 25 of the Copyright Act). The maker can waive the right to object to changes, so if the client wants to adapt the work, include a written waiver. Also agree whether the freelancer may show the work in a portfolio. See also our article on ການປົກປ້ອງຊັບສິນທາງປັນຍາໃນປະເທດເນເທີແລນ.

Which payment terms are allowed?

If no payment term is agreed, statutory commercial interest runs automatically from 30 days after receipt of the invoice (Article 6:119a(2) BW). Businesses may agree a term of up to 60 days, and a longer term only if it is not grossly unfair to the creditor (Article 6:119a(5) BW).

When a large company pays a small business or a self-employed person, the term may not exceed 30 days; a longer term is void (Article 6:119a(6) BW). Statutory commercial interest then runs without a notice of default.

Make the payment trigger objective, such as delivery of a defined milestone, not internal approval or a purchase order the client controls. Agree milestone or advance invoicing for longer assignments, a right to suspend work on non-payment, and indexation for assignments longer than a year.

How should liability be limited?

Agree a cap, because without one a freelancer can be liable for many times the fee. Between businesses, Dutch law allows liability to be limited, for example to the fees paid under the assignment, with an exclusion of indirect loss such as lost profit.

A court can set aside reliance on a limitation if that would be unacceptable under standards of reasonableness and fairness (Article 6:248(2) BW), especially in case of intent or gross negligence. Check that the cap does not exceed your professional indemnity cover. Indemnities fall outside the cap unless the contract says otherwise; limit them to claims caused by the freelancer, such as their own IP infringement.

How can the contract be terminated?

Under Article 7:408(1) BW, the client can terminate an assignment (overeenkomst van opdracht) at any time. A freelancer acting in a business capacity can only terminate a fixed-term assignment for serious reasons (Article 7:408(2) BW). Between businesses, these rules can be varied by contract.

If the assignment ends early and the fee depends on completion, the freelancer is entitled to a reasonable part of the fee, taking account of the work done (Article 7:411 BW). Agree what is payable on early termination, a notice period that suits the length of the assignment, and an exit process: handover of documents, accounts and work in progress.

Are non-compete and confidentiality clauses valid?

The strict rules on non-compete clauses in employment contracts (Article 7:653 BW) do not apply to freelancers. A restraint in a freelance contract is tested against reasonableness and fairness and, where it matters, competition law.

A broad, long restraint also suggests dependence rather than entrepreneurship, which hurts the client’s position on bogus self-employment. Limit restraints by activity, territory and time, and prefer a non-solicitation clause for named clients. A court can reduce an excessive penalty (Article 6:94 BW). See our article on ການລະເມີດຂໍ້ກຳນົດວ່າດ້ວຍການແຂ່ງຂັນ ແລະ ຄວາມລັບທາງການຄ້າ.

Which clauses are often forgotten?

If the freelancer processes personal data for the client, the GDPR (Article 28) requires a written processor agreement. It must cover subject, duration, purpose, types of data and the client’s instructions, and a data breach must be reported quickly enough for the client to meet its 72-hour deadline to the Dutch Data Protection Authority.

Also agree on acceptance (who tests, against which criteria, within which period, and what happens if the client is silent), on equipment and site access, and on the governing law and court. For cross-border work, see our guide to ສັນຍາການຄ້າລະຫວ່າງປະເທດ.

What should you check as a freelancer?

• Check that the contract describes a result, not a job, and contains a real right of substitution.
• Check that your hourly rate is above the threshold of Article 7:610aa BW from 31 December 2026, or be aware that the presumption applies.
• Check that the payment term is within 30 or 60 days under Article 6:119a BW and has an objective trigger.
• Check that liability is capped, mutual and within your professional indemnity cover.
• Check that your existing tools and material are excluded from the IP transfer.
• Check the notice period and what you are paid if the client terminates early.

ໃນຖານະລູກຄ້າ, ທ່ານຄວນກວດສອບຫຍັງແດ່?

• Check how the work is done in practice against the criteria of Article 7:610 BW, not only the contract wording.
• Review all contractors with rates near the threshold of Article 7:610aa BW before 31 December 2026.
• Check that the contract transfers copyright in writing and names the rights transferred (Article 2 Copyright Act).
• Check whether you need a processor agreement under the GDPR.
• Check whether an intermediary falls under the new admission rules from 1 January 2027.

What can we do for you with a freelance contract?

ຂອງ​ພວກ​ເຮົາ ທະນາຍຄວາມການຈ້າງງານ advise both freelancers and clients; our ຄູ່ມືກົດໝາຍວ່າດ້ວຍການຈ້າງງານ ກວມເອົາກົດລະບຽບອ້ອມຂ້າງ.

• We review your freelance contract and mark the clauses to negotiate, with a short reason for each.
• We assess whether a working relationship could be classed as employment under Article 7:610 or 7:610aa BW.
• We review a client’s pool of contractors before the hourly-rate presumption takes effect.
• We draft IP transfer, licence and processor clauses.
• We act in disputes about extra work, early termination and unpaid invoices, including collection of statutory commercial interest.

Summary

• A freelance contract is an employment contract if the elements of Article 7:610 BW are present in practice.
• From 31 December 2026, a rate of at most €36 per hour (indexed) creates a rebuttable presumption of employment (Article 7:610aa BW).
• Copyright stays with the freelancer unless transferred in writing by deed (Article 2 Copyright Act).
• Payment terms are capped at 60 days, and at 30 days when a large company pays a small business or self-employed person.
• The client can end an assignment at any time; the freelancer is then entitled to a reasonable part of the fee (Articles 7:408 and 7:411 BW).

ຄໍາ​ຖາມ​ທີ່​ຖືກ​ຖາມ​ເລື້ອຍໆ