Consultancy agreement in the Netherlands: Template, Key Clauses and Local Law (2026)

What a Dutch consultancy agreement is, and the one rule that drives everything A consultancy agreement in the Netherlands is normally an overeenkomst van opdracht (a contract of assignment) under Article 7:400 of the Dutch Civil Code (Burgerlijk Wetboek). One party, the contractor or consultant (opdrachtnemer), agrees to perform services for a client (opdrachtgever) outside an employment relationship. The contract sets the scope, the fee, the term, confidentiality and intellectual property. It looks much like a consultancy agreement anywhere else. The rule that changes everything in the Netherlands is the risk of false self-employment (schijnzelfstandigheid). If a self-employed person (zzp'er) works in practice like an employee, the tax authority and the courts can treat the relationship as employment regardless of what the contract says. That exposes the client to back taxes, social contributions and employment obligations. So a Dutch consultancy agreement is really two jobs at once: a clear services contract, and a working arrangement that genuinely is not employment. This article is general guidance, not legal or tax advice. The self-employment rules are in flux, so confirm the current position with a Dutch adviser before you rely on an engagement. ## What local law requires in 2026 - It is a contract of assignment, not employment. The overeenkomst van opdracht is governed by Article 7:400 and following. There is no statutory notice or dismissal protection as there is for employees, so the parties set the term and termination themselves, subject to the general duty of good faith.

• Substance beats the label. Dutch courts look at how the work is actually done, not at what the contract is called. The Hoge Raad has stressed the real relationship, and recent platform cases have found an employment relationship despite a services contract. A heading that says "consultancy" does not protect an arrangement that functions as a job.
• Enforcement has restarted. The tax authority (Belastingdienst) resumed active enforcement against false self-employment on 1 January 2025, and can assess back amounts from that date. For 2026 the government has run a softer landing: as reported, standard penalties for misclassification are generally not imposed in 2026 except in cases of deliberate wrongdoing or gross negligence. Treat this as a moving target and check the Belastingdienst position before each engagement.
• A model agreement helps but does not decide. Model agreements (modelovereenkomst) can be used, but they only help if the actual way of working matches them. The reform package (the earlier Wet VBAR) was cut back in March 2026, with a proposed legal presumption of employment below a set hourly rate still under discussion rather than settled. A replacement framework for self-employment is being drafted. ## Dutch consultancy agreement template Copy the block below and fill the bracketed fields. ``` CONSULTANCY AGREEMENT (OVEREENKOMST VAN OPDRACHT) This agreement is made on [DATE] BETWEEN: [CLIENT NAME], [address], [KvK number] ("Client") AND [CONSULTANT NAME], [address], [KvK number] ("Consultant") 1. ASSIGNMENT The Consultant will provide [describe services and deliverables] as an independent contractor under Article 7:400 of the Civil Code. This is not an employment contract. 2. INDEPENDENCE The Consultant decides how and, within agreed deadlines, when the work is done, may work for other clients, uses its own equipment, and is not subject to the Client's day-to-day authority. The Consultant may, with notice, use a suitably qualified substitute. 3. TERM The assignment runs from [DATE] [until [END DATE] / until the deliverables are accepted]. Either party may end it on [N] days written notice. 4. FEE The fee is [AMOUNT] per [hour / day / deliverable], invoiced [monthly], payable within [N] days, excluding VAT. The Consultant handles its own tax and social contributions. 5. NO EMPLOYMENT BENEFITS The Consultant is not entitled to holiday pay, pension, continued pay in sickness or other employee benefits. 6. CONFIDENTIALITY The Consultant keeps the Client's confidential information and trade secrets private during and after the assignment. 7. INTELLECTUAL PROPERTY Rights in deliverables created for the Client [transfer to the Client on full payment, by written assignment]. The Consultant keeps its own background IP and tools. 8. LIABILITY The Consultant's liability is [capped at [the fees paid / an amount]], except for intent or gross negligence. The Consultant carries [insurance]. 9. GOVERNING LAW Dutch law applies. Disputes go to the competent Dutch court. Signed: Client ____________ Consultant ____________ Name / date Name / date

- **Fee and tax (clause 4).** The consultant invoices, usually with VAT, and handles their own income tax and social contributions. A fixed monthly sum that looks like a salary, with no real invoicing discipline, is a warning sign of disguised employment.
- **Intellectual property (clause 7).** Under Dutch law, rights created by an independent contractor do not pass to the client automatically the way they can for an employee. You need an express written assignment, usually on payment, or the consultant keeps the rights.
- **Substitution and other clients.** A genuine right to send a qualified substitute, and real freedom to work for others, both point away from employment. Remove them and the relationship starts to look like a job. ## Red flags to avoid - A "consultant" who works set hours under daily supervision, uses the client's systems and badge, and does the same work as employees. The label will not hold.
- A fixed monthly payment that functions as a salary, with no VAT invoice and no business risk on the consultant.
- An exclusivity clause that stops the consultant working for anyone else, which weighs towards employment.
- Relying on a signed model agreement while ignoring how the work really runs.
- Forgetting the IP assignment, so the client pays for deliverables it does not own.
- Treating the 2026 softer enforcement as permanent. Back taxes can still run from 1 January 2025 and the rules are changing. ## Where a contract workspace helps A template produces a clean Dutch consultancy agreement. The ongoing risk sits in the detail: making sure the independence, substitution and non-exclusivity clauses are present and consistent, that an IP assignment on payment is actually in the document, that fee and invoicing terms do not read like a salary, and that you can see across every engagement which ones look most like disguised employment. Drafting an overeenkomst van opdracht, checking it against the false self-employment markers, and tracking each engagement's term and renewal can live in one AI workspace tuned to how your company buys services. [Adira](https://adiralaw.com) follows that shape: it drafts from your template, models the agreement as linked clauses so it can flag a missing IP assignment or an independence clause that contradicts an exclusivity term, lets you edit in plain language, and keeps engagement dates on one timeline. Adira is India-first today, and deeper Netherlands-specific coverage, including the shifting self-employment rules, is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Dutch tax and employment adviser for the classification call. The template above is enough to put a fair agreement in place on its own. Last verified October 2026.