A service agreement (overeenkomst van opdracht, Article 7:400 of the Dutch Civil Code) is the standard contract for freelance assignments in the Netherlands. Below are the mandatory and strongly recommended sections with sample clause texts.
1. Parties
The contractor: [Name], established at [Address], registered with the Kamer van Koophandel under number [KvK number]. The client: [Company name], established at [Address], KvK [KvK number].
2. Description of the assignment
The contractor will carry out the following activities: [concrete description of the project or service]. The deliverable is: [concrete end result].
3. Term and termination
The assignment starts on [date] and ends on [date], or as soon as the described result has been achieved. Either party may terminate early with [X] weeks' notice.
4. Rate and payment terms
The contractor charges €[X] per hour excluding VAT (BTW). Invoices are payable within 30 days of receipt. Late payment incurs 1% interest per month.
5. Independence clause
The contractor performs the assignment independently and at their own discretion. There is no employment contract or relationship of authority. The contractor is free to work for other clients.
6. Liability
The contractor is liable for damage directly resulting from intent or gross negligence, up to the invoiced amount for the relevant assignment.
7. Substitution
The contractor may have the assignment (partly) performed by a third party, provided the client agrees.
8. Signatures
Agreed on [date], at [place]. Client: [Signature / Name / Position] Contractor: [Signature / Name]
Intellectual property and confidentiality
Agree who gets the rights to what you create and under what conditions the client may use the result. Record confidentiality if you work with sensitive data. Without agreement the outcome is often unclear.
Limiting liability
Limit your liability in the agreement, for instance to the invoice amount of the assignment, and take out professional liability insurance if needed. Note that intent and gross negligence cannot legally be excluded.
Changes and extra work
Record how you handle extra work: written approval, rate and planning. That prevents discussion afterwards and keeps you paid for what you do.
Frequently asked questions
Must a service agreement be in writing?
Oral is possible, but written is much better: it prevents disputes and serves as evidence. Digital signing is enough for most assignments.
What's the difference from an employment contract?
Under a service agreement you work independently, at your own risk and without the client's authority. An employment contract has wages, authority and personal work.
Can I terminate the agreement early?
That depends on what you agree. Record notice periods and conditions, and note what the law says for assignments.
Which law applies with a foreign client?
State it explicitly: name the governing law and competent court. Get advice on large or international assignments.
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