ဒတ်ချ်ဥပဒေအရ ဝန်ဆောင်မှုများအတွက် စာချုပ်- အဓိကအချက်များနှင့် အန္တရာယ်များ

A contract for services is a written agreement in which an independent contractor performs work for a client for a fee. Under Dutch law it is usually an agreement to perform services (overeenkomst van opdracht, Articles 7:400-7:413 of the Dutch Civil Code, BW); the key exception is that the label does not decide: if the contractor in reality works under the client’s authority, the relationship is an employment contract, with consequences for payroll tax, social security and dismissal protection.

This article explains how to tell the two apart, which clauses the contract needs, what both parties should check and which mistakes cost the most.

What is a contract for services under Dutch law?

It is an agreement in which the contractor (opdrachtnemer) undertakes to perform work for the client (opdrachtgever) other than under an employment contract (Article 7:400 BW). The contractor organises the work independently, invoices for it and is not paid a salary.

Because there is no employment relationship, the client withholds no wage tax or social security contributions. The contractor invoices, charges VAT (btw) where applicable and files its own tax returns. Note that Article 7:400 BW excludes the creation of a physical work: building or installation work is usually a construction contract (aanneming van werk, Article 7:750 BW), which has its own rules.

How does it differ from an employment contract?

The decisive difference is authority (gezagsverhouding): an employer can direct how, when and where the work is done, a client cannot. Dutch courts look at the actual relationship, not at what the parties called it.

In its 2023 Deliveroo judgment the Supreme Court (Hoge Raad) held that all circumstances count, including how the work is embedded in the organisation, how it is controlled and paid, and whether the worker acts as an entrepreneur. If the relationship qualifies as employment, the client faces additional payroll tax assessments and the worker can claim holiday pay, continued pay during illness and dismissal protection.

Which indicators point to genuine independence?

No single indicator decides; the overall picture counts. The more of these apply, the stronger the position:

• the contractor works for several clients at the same time;
• the contractor may engage assistants or subcontract the work;
• the contractor uses its own tools and equipment and bears entrepreneurial risk;
• payment is a price per project, milestone or hour, on invoice;
• the contractor is registered with the Chamber of Commerce (KVK) and has a VAT number.

What do the tax authorities check?

Under the Assessment of Employment Relationships (Deregulation) Act (Wet DBA), in force since 2016, the Tax and Customs Administration (Belastingdienst) has again been enforcing against false self-employment (schijnzelfstandigheid) since 1 January 2025. In January 2026 the government announced a partial extension of the “soft landing” on penalties, but additional payroll tax assessments remain possible.

Model agreements approved by the Belastingdienst only help if you actually work as the agreement describes. Day-to-day control, integration into the organisation and an obligation to perform the work personally weigh heavily. Under Article 52 of the General Tax Act (AWR) businesses must keep their records, including contracts and invoices, for seven years.

What changes with the hourly-rate presumption?

The Act of 18 June 2026 (Stb. 2026, 158) introduces Article 7:610aa BW: a person who works for a business for an hourly rate of at most €36 is presumed to work under an employment contract. The amount will be indexed, and before the first application it is set by ministerial regulation.

The Act enters into force on a date set by royal decree; as of October 2026 that date has not been set. The presumption does not apply where the client is a private individual. Review contracts with low hourly rates now.

Which clauses should every contract for services contain?

At a minimum: scope and deliverables, fees and payment, term and termination, intellectual property, confidentiality and data protection, liability, restrictive covenants, and governing law and disputes. Courts read the wording closely and the Belastingdienst uses it to assess independence.

Scope, deliverables and acceptance

Describe what will be delivered, by when and how acceptance works, for example: a deliverable is accepted once all critical defects have been resolved within five working days of delivery. Put milestones in an annex and add a change procedure: extra work only after a written amendment with a new price.

Fees, invoicing and late payment

Choose a fixed price, an hourly rate or a mix, state the currency and whether amounts exclude VAT, and agree an invoicing schedule. If businesses agree no payment term, statutory commercial interest is due from 30 days after receipt of the invoice under Article 6:119a BW. List which expenses are reimbursed and require prior approval.

သက်တမ်းနှင့်ရပ်စဲခြင်း။

Under Article 7:408 BW the client may terminate a contract for services at any time. A contractor acting in the course of a business may only terminate for serious reasons, or where the contract runs for an indefinite period and does not end by completion.

Between businesses you can agree otherwise, for example 30 days’ written notice for termination for convenience and immediate termination for material breach after a period to remedy. Record the consequences: payment for work performed, return of confidential material and survival of the IP and confidentiality clauses.

ဥာဏ်ပညာဖြင့်တီထွင်ဖန်တီးထားသောအရာ

Under the Dutch Copyright Act (Auteurswet) the rights usually stay with the creator, and a transfer requires a deed: a signed written document. Without a transfer, a client may not own the source code of its own app.

Agree a transfer of the deliverables, effective on full payment, and a non-exclusive licence for background IP such as existing code and templates. Moral rights (persoonlijkheidsrechten) cannot be transferred; some can be waived to the extent the law allows.

Confidentiality and the GDPR

If the contractor processes personal data on your behalf, the GDPR requires a data processing agreement. Agree a short internal reporting period for data breaches, so that the controller can notify the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) within 72 hours where required.

Liability and penalty clauses

Without a limitation clause, liability is in principle unlimited. Courts generally accept a reasonable cap, for example the fee or a multiple of it, but can set it aside where relying on it is unacceptable under reasonableness and fairness (Article 6:248 BW), in particular for intent or deliberate recklessness.

A penalty clause (boete) can be reduced by the court under Article 6:94 BW if fairness clearly requires it. Require professional liability insurance and ask for proof of cover each year.

Non-compete, governing law and disputes

The statutory rules on non-compete clauses for employees do not apply to contractors, but courts test such clauses for reasonableness and competition law can set limits; keep them narrow in scope and duration. Choose Dutch law and a forum, for example the District Court of Amsterdam or arbitration by the Netherlands Arbitration Institute (NAI); for large international disputes the Netherlands Commercial Court (NCC) hears cases in English.

ဖောက်သည်တစ်ယောက်အနေနဲ့ ဘာတွေကို စစ်ဆေးသင့်လဲ။

Your main risk is that the relationship turns out to be employment.

• Does the contractor really decide how and when the work is done, without fixed hours or day-to-day instructions?
• Is the hourly rate close to or below €36, the threshold of the upcoming presumption?
• Does the contract transfer the IP in the deliverables by a signed written deed?
• Is there a data processing agreement where personal data are processed?
• Do you keep the contract and invoices for seven years?

ကန်ထရိုက်တာတစ်ယောက်အနေနဲ့ ဘာတွေကို စစ်ဆေးသင့်လဲ။

Your main risks are unpaid work and unlimited liability.

• Are scope, acceptance criteria and the change procedure precise enough to price extra work?
• Is there an invoicing schedule with interim payments and a payment term?
• Is your liability capped, and is indirect damage excluded?
• Does the IP transfer take effect only on full payment, and is your background IP licensed rather than transferred?
• Is any non-compete limited in scope and duration so that you can keep working for other clients?

How do you draft and sign the contract?

Start from a document drafted for Dutch law, not a US or English template with concepts Dutch law does not know. Collect the parties’ legal names, KVK numbers, VAT numbers and contact persons, tailor the scope and payment terms, and negotiate in one document with tracked changes. See our tips on စာချုပ်ညှိနှိုင်းမှု.

Under Article 3:15a BW a qualified electronic signature has the same effect as a handwritten one, and other electronic signatures do so if the method is sufficiently reliable. Check that the signatories are authorised to represent the company, attach all annexes and put notice periods in your calendar. More on signing a contract။ ဘို့ နယ်စပ်ဖြတ်ကျော် engagements, agree which language version prevails.

What can we do for you with contracts for services?

ကျွန်တော်တို့၏ ကော်ပိုရိတ်ရှေ့နေများ draft and review contracts for services for businesses and independent professionals.

• We review your draft contract and report the risks within one working day.
• We draft a contract for services under Dutch law, in English, Dutch or both.
• We assess whether a working relationship could qualify as employment, against the Deliveroo criteria and the hourly-rate presumption.
• We draft the IP transfer, licence and data processing agreement.
• We negotiate liability caps and termination clauses with the other party.

အကျဉ်းချုပ်

• A contract for services (Articles 7:400-7:413 BW) covers independent work; the label does not decide if the work is in fact done under authority.
• The Belastingdienst has been enforcing against false self-employment again since 1 January 2025.
• Article 7:610aa BW (presumption of employment at €36 per hour or less) has been adopted but is not yet in force.
• The client may terminate at any time under Article 7:408 BW unless the contract provides otherwise.
• Copyright transfers require a signed written deed; without one the contractor keeps the rights.

မကြာခဏမေးခွန်းတွေမေး