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Consultancy Agreement Template for Netherlands

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Key Requirements PROMPT example:

Consultancy Agreement

I need a consultancy agreement for a freelance consultant who will provide strategic advice on digital marketing for a period of 6 months, with an option to extend. The agreement should include a confidentiality clause, payment terms based on deliverables, and a termination clause with a 30-day notice period.

What is a Consultancy Agreement?

A Consultancy Agreement sets out the terms when a consultant provides professional services to a client in the Netherlands. It differs from an employment contract by establishing a business-to-business relationship, where the consultant works as an independent contractor (ZZP'er) rather than an employee.

Under Dutch law, these agreements must clearly define project scope, fees, intellectual property rights, and confidentiality obligations. Good agreements protect both parties and help avoid the risk of authorities reclassifying the relationship as employment - a key concern given the Dutch government's strict enforcement of self-employment rules.

When should you use a Consultancy Agreement?

Use a Consultancy Agreement when bringing in external expertise for specific projects or specialized work in the Netherlands. This includes hiring IT professionals, management consultants, financial advisors, or other independent specialists who work as ZZP'ers (self-employed professionals).

The agreement becomes essential before any substantial consulting work begins, especially for projects lasting more than a few weeks or involving sensitive company information. Dutch tax authorities closely examine business relationships to prevent false self-employment, making proper documentation crucial. Having this agreement in place protects both parties and helps demonstrate genuine independent contractor status.

What are the different types of Consultancy Agreement?

Who should typically use a Consultancy Agreement?

  • Independent Consultants (ZZP'ers): Self-employed professionals who provide specialized services, including IT experts, management advisors, or industry specialists
  • Client Companies: Dutch businesses seeking external expertise for specific projects or ongoing advisory needs
  • Legal Departments: In-house lawyers who review and customize agreements to protect company interests
  • Business Managers: Department heads who define project scope and oversee consultant relationships
  • Tax Advisors: Professionals ensuring the agreement meets Dutch self-employment criteria and tax regulations
  • HR Professionals: Staff who manage consultant relationships and ensure proper classification of workers

How do you write a Consultancy Agreement?

  • Basic Details: Gather KvK numbers, company addresses, and authorized representatives for both parties
  • Project Scope: Define specific services, deliverables, timelines, and performance metrics
  • Payment Terms: Determine hourly rates or fixed fees, payment schedule, and expense policies
  • Legal Status: Confirm consultant's ZZP status and VAT registration for proper tax treatment
  • IP Rights: Clarify ownership of work products and any pre-existing intellectual property
  • Compliance Check: Review DBA requirements and self-employment criteria under Dutch law
  • Document Generation: Use our platform to create a legally sound agreement that includes all required elements

What should be included in a Consultancy Agreement?

  • Party Details: Full legal names, addresses, KvK numbers, and VAT registration details
  • Service Description: Clear scope of work, deliverables, and performance criteria
  • Independence Statement: Explicit confirmation of consultant's ZZP status and business relationship
  • Payment Terms: Fees, invoicing schedule, and expense reimbursement policies
  • Intellectual Property: Assignment of rights and protection of pre-existing IP
  • Confidentiality: Non-disclosure obligations and data protection measures
  • Liability & Insurance: Risk allocation and required professional insurance coverage
  • Termination Clause: Notice periods and grounds for contract ending
  • Governing Law: Dutch law application and jurisdiction statement

What's the difference between a Consultancy Agreement and an Advisory Agreement?

A Consultancy Agreement differs significantly from an Advisory Agreement in several key aspects, though both involve professional guidance. The main distinctions lie in the nature of services, engagement structure, and legal obligations under Dutch law.

  • Service Scope: Consultancy Agreements typically cover specific project-based work with clear deliverables, while Advisory Agreements focus on ongoing strategic guidance and recommendations
  • Legal Status: Consultants (ZZP'ers) operate as independent contractors with strict self-employment requirements, whereas advisors may have more flexible arrangements or board positions
  • Payment Structure: Consultants usually charge project-based or hourly fees, while advisors often receive retainers or meeting-based compensation
  • Liability Scope: Consultants take direct responsibility for deliverables and implementation, while advisors typically limit liability to the advice given
  • Duration: Consultancy contracts often have defined project timelines, whereas Advisory Agreements tend to be open-ended or annual arrangements

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