Model Agreements and Pseudo-Employment

Key Takeaways

A model agreement (modelovereenkomst) is a contract template that helps freelancers and clients demonstrate their working relationship is not an employment relationship.
Pseudo-employment (schijnzelfstandigheid) occurs when a freelancer legally functions as an employee despite having a freelance contract.
If pseudo-employment is established, the client faces payroll tax liability, and the freelancer may lose entrepreneur tax benefits.
Since October 2024, the Belastingdienst has resumed active enforcement against pseudo-employment after years of a moratorium.
Using a model agreement does not guarantee protection — the actual working relationship determines the outcome.

What Is Pseudo-Employment?

schijnzelfstandigheid

Dutch law distinguishes between self-employment and employment based on the actual working relationship, not the contract. If the reality of your work looks more like employment than freelancing, the Belastingdienst can reclassify the relationship — regardless of what your contract says.

The Three Key Indicators

Courts and the Belastingdienst look at three main factors:

Factor	Points to Employment	Points to Self-Employment
Authority (gezag)	Client directs how you work, sets hours, provides instructions on methods	You decide how to complete the work, set your own methods and schedule
Integration (inbedding)	You are integrated into the client's organization — same meetings, tools, email, team structure	You operate independently, outside the client's organizational structure
Entrepreneurial risk	Client bears the financial risk; you are paid regardless of outcome	You bear financial risk — fixed-price projects, liability, multiple clients, investment in equipment

Warning

No single factor is decisive. The Belastingdienst and courts weigh the totality of circumstances. You can score "employment" on one factor and "self-employment" on the others. What matters is the overall picture.

What Is a Model Agreement?

A model agreement (modelovereenkomst) is a contract template that has been reviewed (and in some cases approved) by the Belastingdienst. It is designed to structure the freelancer-client relationship in a way that avoids the characteristics of employment.

Types of Model Agreements

Type	Description
General model agreements	Published by the Belastingdienst. Broadly applicable to any freelance relationship.
Sector-specific model agreements	Developed by industry organizations (e.g., for IT, construction, healthcare, creative industries). Tailored to the typical working arrangements in that sector.
Custom model agreements	Drafted by the parties themselves. Can be submitted to the Belastingdienst for review (though the Belastingdienst no longer actively reviews individual submissions).

What a Model Agreement Typically Contains

A clear statement that the relationship is not an employment relationship
Provisions that the freelancer works independently and determines their own methods
The freelancer is not subject to the client's authority regarding how the work is performed
The freelancer can substitute another person to do the work (substitution clause)
The client does not provide employee benefits (holiday pay, sick leave, pension)
Payment is based on deliverables or agreed rates, not a fixed salary

Does a Model Agreement Protect You?

The Short Answer: Only Partially

A model agreement provides some protection, but it is not a guarantee. The Belastingdienst and courts always look at the actual practice, not just the contract. If your contract says you work independently but in practice you:

Attend the client's daily stand-ups
Use the client's laptop and email address
Work fixed hours at the client's office
Take instructions from a team lead
Cannot refuse assignments
Have no other clients

...then the model agreement will not prevent a reclassification as employment.

When Model Agreements Help

A model agreement is valuable when:

The contract and reality align — If you genuinely work independently and the contract reflects this, the model agreement strengthens your position
There is ambiguity — In borderline cases, a well-structured agreement demonstrates that both parties intended a freelance relationship
During audits — The Belastingdienst considers the contract as one piece of evidence. Having a clear model agreement is better than having no contract or a vague one

Good to know

Think of the model agreement as necessary but not sufficient. You need a good contract (necessary), but you also need the actual working relationship to match the contract (sufficient). The contract without the reality offers limited protection.

The Substitution Clause

One of the most discussed elements of model agreements is the substitution clause (vervangingsclausule). This clause states that the freelancer can send a substitute to do the work.

Why It Matters

The ability to substitute is a strong indicator of self-employment. An employee cannot send someone else to do their job — a freelancer, in theory, can.

The Practical Reality

Many freelancers never actually substitute. Clients hire a specific freelancer for their skills and do not want a random replacement. Courts have noted that a substitution clause that exists only on paper (and would never be used in practice) provides limited evidence of self-employment.

For the substitution clause to carry weight:

It must be realistic — the freelancer must genuinely be able to substitute
The substitute must have similar qualifications
The client cannot have an unreasonable right to reject substitutes
The freelancer should bear the cost of the substitute

Red Flags for Pseudo-Employment

The following situations increase the risk of reclassification:

Red Flag	Why It Is Risky
Single client	If you work exclusively for one client for an extended period, it looks like employment
Fixed hours	Working 9-to-5 at the client's office is an employment pattern
Client's tools and equipment	Using the client's laptop, email, and systems suggests integration
Participation in team meetings	Attending stand-ups, team meetings, and company events suggests organizational integration
No substitution	If only you can do the work and no substitute is ever considered, the personal nature resembles employment
Long duration	Multi-year engagements with the same client raise questions
No entrepreneurial risk	If you are paid hourly regardless of results, and the client bears all project risk
Non-compete clauses	Restrictions on working for other clients look like employment terms

Tip

The best protection against pseudo-employment classification is to actually operate as an entrepreneur: have multiple clients (or at least actively pursue new ones), invest in your own equipment, set your own rates, work from your own location when possible, and take on project-based work rather than open-ended engagements.

Consequences of Pseudo-Employment

For the Client (Opdrachtgever)

Consequence	Impact
Payroll tax liability	The client must pay employer payroll taxes (loonheffing) retroactively — potentially for the entire period of the engagement
Social security premiums	Employer contributions for WW, WIA, and other employee insurance
Penalties	If the Belastingdienst determines the client knowingly misclassified the relationship
Back pay for employee rights	The freelancer may claim holiday pay, sick leave, pension contributions, and other employee benefits retroactively

For the Freelancer

Consequence	Impact
Loss of entrepreneur deductions	Zelfstandigenaftrek, startersaftrek, and MKB-winstvrijstelling may be denied
Reclassification of income	Your income is treated as employment income rather than business profit
Potential VAT issues	If the relationship was employment, the services were not subject to VAT — previously charged VAT may need correction
Employee rights gained	You may be entitled to employee protections (dismissal protection, sick pay, holiday pay)

Practical Guidelines for Freelancers

Do

Work for multiple clients (or actively seek new clients)
Use your own equipment (laptop, software, phone)
Set your own rates and negotiate per project
Work from your own location when possible
Determine how you perform the work (your methods, your approach)
Invoice per project milestone or per agreed period
Maintain your own business identity (website, KVK registration, professional insurance)

Avoid

Working exclusively for one client for years
Using the client's email address (@client.com)
Attending all internal meetings as if you are an employee
Accepting authority over how you perform your work (as opposed to what you deliver)
Agreeing to non-compete clauses that prevent you from taking other work
Working fixed hours dictated by the client (as opposed to deadlines)

Common Mistakes

Relying solely on the contract — The contract matters, but the reality matters more. Ensure your working practices match the freelance nature of the contract.
Not having a written agreement — Working without a contract leaves both parties unprotected. Always use a model agreement or equivalent.
Ignoring the substitution clause — If your contract includes substitution but you would never actually substitute, this weakness can be exploited during an audit.
Working for one client for too long — Long-term, single-client engagements are the highest risk for pseudo-employment classification. Diversify or structure the engagement carefully.
Not adapting to the 2024 enforcement restart — The moratorium on enforcement ended in October 2024. Arrangements that were tolerated before may now be scrutinized.