The Freelance Contract in Belgium: Key Clauses and Template

In Belgium, the service contract between a freelancer and their client is not a mere formality: it is your first line of legal protection. Unlike an employment contract, a freelance contract is governed by the common law of obligations (the Belgian Civil Code, Book 5, since the 2023 reform), not by the law of 3 July 1978 on employment contracts. This guide details every essential clause and explains why each one matters.

Why a Written Freelance Contract Is Essential

The Belgian legal framework

Under Belgian law, a verbal contract is technically valid. In the event of a dispute, however, proving its terms becomes almost impossible. Article 8.9 of the new Belgian Civil Code (Book 8 on evidence, in force since 1 November 2020) states that any legal act concerning a sum above EUR 3,500 must be proven in writing.

Further reasons to insist on a written contract:

• Protection against reclassification as an employment contract (programme law of 27 December 2006)
• Proof of the agreed terms in the event of a commercial dispute
• Securing your intellectual property rights (Book XI of the Code of Economic Law)
• Compliance with GDPR obligations if you process personal data (EU Regulation 2016/679)
• A basis for invoicing and bookkeeping

The risks of trading without a contract

The Essential Clauses of a Belgian Freelance Contract

1. Identifying the parties

This clause must clearly identify both parties:

For the freelancer (a natural person):

• Name, first name, home address or place of business
• CBE company number (format 0XXX.XXX.XXX)
• VAT number (format BE 0XXX.XXX.XXX)

For the freelancer (an SRL company):

• Company name and legal form
• Registered office address
• CBE company number
• VAT number
• Name of the legal representative (manager)

For the client:

• The same information as above
• Name and contact details of the operational point of contact

2. The purpose of the assignment

Describing the assignment is the most important clause for avoiding misunderstandings. It must be precise and measurable.

Best practice:

• Define the deliverables exhaustively
• Specify the technologies used
• Set clear acceptance criteria
• State what is NOT included in the assignment (exclusions)

Concrete example:

"The Provider undertakes to develop a web-based stock management application comprising: (a) a module for recording stock movements, (b) a dashboard with KPI indicators, (c) a documented REST API, and (d) unit tests covering at least 80% of the code. Excluded: production hosting, end-user training, and any change of scope not agreed by written amendment."

3. Duration and schedule

These duration options shape how your freelance contract is billed.

Common types of assignment in Belgium:

Time-related clauses to include:

• Start date and expected end date
• Renewal conditions (tacit or explicit)
• Notice period for non-renewal (generally one to three months)
• Amendment procedure for changing the duration

4. Fees and invoicing

This is the clause that sparks the most discussion. Be extremely precise.

Elements to specify:

• The day rate or fixed fee: always state "excl. VAT"
• Applicable VAT rate: 21% for IT services in Belgium
• Invoicing frequency: usually monthly for time & material, by milestone for fixed-price work
• Payment term: maximum 30 calendar days after receipt of the invoice (Article 4 of the law of 2 August 2002 on combating late payment in commercial transactions)
• Late payment interest: the statutory commercial rate, set every six months by FPS Finance (currently around 10.5% in 2026)
• Fixed recovery compensation: a minimum of EUR 40 (European directive 2011/7/EU, transposed into Belgian law)
• Additional costs: travel, specific equipment, subcontracting

Sample clause on late payment:

"In the absence of payment within the agreed 30-calendar-day term, late payment interest shall automatically become due, without prior notice, at the statutory commercial interest rate plus 2 percentage points. A fixed compensation of 10% of the unpaid amount, with a minimum of EUR 150, shall also be due as damages for recovery costs."

5. The provider's independence

Get this freelance contract clause wrong, and the tax authorities may reclassify the relationship. This clause is crucial under Belgian law to avoid reclassification as an employment contract. The programme law of 27 December 2006 and the royal decree of 20 June 2013 set out the criteria for determining the nature of a working relationship.

Elements that must be included:

"The Provider carries out the assignment in complete independence. The Provider freely organises their working time and working methods. The Provider is not subject to any relationship of subordination towards the Client. The Provider uses their own work equipment and may carry out assignments for other clients at the same time."

The four criteria of the 2006 law:

1. The parties' intent as expressed in the contract
2. Freedom to organise working time
3. Freedom to organise the work itself
4. Whether or not there is hierarchical control

Higher-risk sectors: the IT sector is one of the sectors where the Administrative Commission for the Regulation of the Employment Relationship (CRT) is particularly vigilant, owing to the prevalence of bogus self-employment.

6. Intellectual property

Belgian intellectual property law is governed by Book XI of the Code of Economic Law (CDE). In the absence of a contractual clause, the creator retains copyright over the source code, designs and all creative deliverables.

Common options:

Option 1: Full assignment of rights

"The Provider assigns to the Client, exclusively and definitively, all economic copyright over the Deliverables, worldwide and for the entire legal term of protection. This assignment covers the rights of reproduction, communication, adaptation and distribution, on all media, known or yet to be invented."

Option 2: Licence to use

"The Provider grants the Client a non-exclusive, perpetual and irrevocable licence to use the Deliverables within its business activities. The Provider retains ownership of the intellectual property and the right to reuse generic components in other projects."

Important points under Belgian law:

• The assignment of copyright must be explicit and specific (Article XI.167 CDE)
• Each mode of exploitation assigned must be listed separately
• The compensation for the assignment can be included in the day rate or paid separately
• Belgium's tax regime for copyright income offers a tax advantage: copyright income is taxed separately at a flat rate of 15% (withholding tax) on the first EUR 37,500/year (2026 indexed amount), after deducting a flat-rate expense allowance of 50% on the first bracket and 25% on the second

7. Confidentiality (NDA)

Sample confidentiality clause:

"The Parties mutually undertake to keep strictly confidential all confidential information exchanged under this agreement, including but not limited to commercial, financial, technical and strategic data. This confidentiality obligation survives the end of the contract for a period of three years."

Points specific to the Belgian context:

• Where personal data is processed, a data processing agreement (DPA) is required under Article 28 of the GDPR
• Belgium's Data Protection Authority (APD) can impose fines of up to EUR 20 million or 4% of worldwide turnover

8. Liability and limitation of liability

Sample limitation-of-liability clause:

"The Provider's total liability under this contract is limited to the total fees actually received over the previous 12 months. The Provider shall in no event be liable for indirect damages, such as loss of profit, loss of data, loss of clientele or reputational harm."

Recommendation: pair this clause with professional liability insurance. Belgian insurers (Ethias, AG Insurance, AXA Belgium, Baloise) offer professional liability cover specifically for IT freelancers, generally with limits of EUR 500,000 to 2,500,000.

9. Termination

Types of termination to plan for:

• Ordinary termination: subject to notice (generally one to three months for time & material work)
• Termination for serious breach: without notice, in the event of a serious failure by either party
• Termination for convenience: with notice and possible compensation

Sample clause:

"Either Party may terminate this contract by giving 30 calendar days' written notice, sent by registered letter or email with acknowledgement of receipt. In the event of a serious breach by one Party, the other Party may terminate the contract with immediate effect, after formal notice has gone unanswered for 15 days."

What happens in the event of early termination?

• Work already carried out must be paid for
• Completed deliverables must be handed over
• Confidential information must be returned or destroyed
• The non-solicitation clause takes effect (where provided for)

10. Non-solicitation and non-competition clause

Note: in Belgium, non-competition clauses for the self-employed are governed by common law (not employment law). They must be reasonable to be valid.

Validity criteria:

• Limited in time (generally six to 12 months maximum)
• Limited in geographic scope (Belgium, or a specific region)
• Limited in subject matter (a specific sector or type of activity)
• Proportionate (possibly accompanied by compensation)

11. GDPR and data protection clause

If you process personal data as part of your assignment (which is almost systematic in IT), a data processing agreement compliant with Article 28 of the GDPR is mandatory.

Mandatory elements of the data processing agreement:

• The nature and purpose of the processing
• The types of personal data processed
• The categories of data subjects
• The processor's obligations (security, confidentiality, breach notification)
• What happens to the data at the end of the contract
• The controller's audit rights

12. Dispute resolution

Options in Belgium:

Sample clause:

"Any dispute concerning the interpretation or performance of this contract shall first be submitted to mediation. Failing agreement within 60 days, the dispute shall be submitted to the courts of the judicial district of the Provider's registered office. Belgian law shall apply."

Sample Freelance Contract Structure

Here is the recommended structure for an IT freelance contract in Belgium:

IT SERVICES CONTRACT

BETWEEN:
[Full identification of the Client]
Hereinafter "the Client"

AND:
[Full identification of the Provider]
Hereinafter "the Provider"

IT IS AGREED AS FOLLOWS:

Article 1 - Purpose
Article 2 - Duration and schedule
Article 3 - Provider's obligations
Article 4 - Client's obligations
Article 5 - Fees and invoicing
Article 6 - Provider's independence
Article 7 - Intellectual property
Article 8 - Confidentiality
Article 9 - Personal data protection
Article 10 - Liability and insurance
Article 11 - Termination
Article 12 - Non-solicitation
Article 13 - Force majeure
Article 14 - Governing law and dispute resolution
Article 15 - General provisions

Signed in [City], on [Date], in two original copies.

[Signatures]

Common Pitfalls to Avoid

Watch for these common mistakes in a freelance contract:

1. The "exclusive availability" clause

Some clients try to insert a clause requiring your exclusive availability. This is a red flag for bogus self-employment. Refuse it, or negotiate "priority availability" with a higher day rate instead.

2. Payment "on delivery of the final deliverable"

Always insist on interim invoicing (monthly for time & material, by milestone for fixed-price work). Never wait until the end of a multi-month project to be paid.

3. Retroactive intellectual property clauses

Some contracts state that all code written during the term of the contract, including in your own free time, belongs to the client. Strictly limit the assignment to the deliverables defined in the purpose of the contract.

4. Excessive non-competition clauses

A two-year non-competition clause covering the whole of Europe, with no compensation, is excessive and likely void under Belgian law. Negotiate a reasonable duration (six months) with limited geographic coverage.

5. The "we trust each other" verbal contract

Even with a friend or former colleague, always put the terms in writing. Trust does not rule out clarity.

Practical Tips for Negotiating Your Freelance Contract

1. Have your template contract reviewed by a lawyer specialised in Belgian commercial law. An investment of EUR 500 to 1,000 in a solid template contract will save you thousands of euros in disputes.

2. Never sign under pressure. Always ask for 48 hours to review a contract. If the client refuses, treat it as a warning sign.

3. Keep a signed digital copy. Under Belgian law, a qualified electronic signature (via itsme, for example) has the same legal value as a handwritten signature (the eIDAS Regulation, directly applicable in Belgium).

4. Use electronic signature platforms. Connective (a Belgian company), DocuSign, or HelloSign make contract management easier.

5. Prepare a standard amendment template. Scope changes are inevitable in IT. Having an amendment template ready speeds up the process.

Useful Resources

• FPS Justice (justice.belgium.be): legislation and the Civil Code
• FPS Economy (economie.fgov.be): the Code of Economic Law and intellectual property
• Data Protection Authority (autoriteprotectiondonnees.be): GDPR data processing agreement templates
• CEPANI (cepani.be): the Belgian Centre for Arbitration and Mediation
• Bar associations: to find a lawyer specialised in commercial law

Conclusion

A solid freelance contract is an investment, not a cost. In Belgium, the legal framework is protective, provided it is used correctly. Take the time to draft a template contract suited to your activity, have it validated by a legal professional, and never depart from the essential protective clauses. Your future self will thank you.

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This article was written by the Espero-Soft editorial team for the blog dedicated to entrepreneurs in Belgium. It does not constitute legal advice. For personalised guidance, consult a lawyer specialised in Belgian commercial law.