B2B agreement with a freelancer or independent contractor

Real autonomy is central. A contractor organises their work, assumes risks and delivers a result, whereas an employee works under the employer’s authority within an organisation established by that employer.

Exclusivity, imposed hours, approval of absences, integration into the organisation chart and continuous control may indicate subordination. No element should be viewed in isolation: the overall relationship and performance of the contract matter.

The Tax Code requires at least four of the seven statutory criteria. The agreement must enable genuine independence, not reproduce legal vocabulary without practical correspondence.

• Freedom: choosing the place, method and working schedule.
• Multiplicity: the ability to work for several clients.
• Risk: assuming inherent business risks and using one’s own assets.
• Professional capacity: performing services using the contractor’s own expertise and resources.
• Organisation: freedom to work directly, with staff or through collaborators where the service permits.

The scope must describe verifiable services and deliverables, acceptance criteria, timetable, fees, invoicing and remediation of non-conformity. Vague wording shifts conflict from the contract into performance.

Confidentiality, data protection, intellectual property, liability limits, subcontracting, proportionate non-compete restrictions and termination must suit the project. Copyright does not transfer by assumption; assignment must be express and sufficiently precise.

• description of deliverables and acceptance procedure;
• organisational autonomy and legitimate coordination points;
• fees, expenses, taxes and consequences of delay;
• ownership of rights in code, designs, documents or know-how;
• termination, handover of materials and deactivation of access.

Teams must apply the agreement consistently. A contractor should not be managed identically to an employee where independence is intended: timesheets, leave, appraisals and internal discipline should be replaced by appropriate commercial mechanisms.

Periodic review helps when the project expands, the contractor becomes dependent on one client or permanent duties arise. If reality evolves towards subordination, moving to an individual employment contract may be the correct solution.