Freelancer service agreement: client contracts

Many freelancers and self-employed consultants do not work only on one-off projects. They have fixed clients to whom they deliver ongoing services, perhaps a number of hours a month, a specific retainer service or a subscription-based service.

For these ongoing collaborations, a freelancer service agreement is the right contract. It differs from a project-based consultancy agreement in that it governs an ongoing relationship rather than a time-limited project.

Freelancer service agreement vs. consultancy agreement

Many use "consultancy agreement" and "freelancer service agreement" interchangeably, and legally there is often not a big difference. But there is a practical distinction:

	Consultancy agreement	Freelancer service agreement
Focus	A defined project or task	Ongoing delivery of services
Duration	Typically the project period	Ongoing with a notice period
Invoicing	Project/milestone payment or hours	A fixed monthly retainer or period-based
Example	Building a new website	10 hours of monthly web editing

A freelancer service agreement is the right choice when you have a fixed client who receives ongoing services over time, and both parties want clarity about expectations, price and terms.

What is a retainer agreement?

A retainer is a fixed monthly fee the client pays for access to the freelancer's time and expertise. In return, the freelancer is obliged to deliver an agreed number of hours or services during the month.

Advantages for the freelancer:

• Predictable turnover
• A strong client relationship
• Lower administration costs than with many single projects

Advantages for the client:

• Guaranteed capacity from a trusted supplier
• A fixed budget item
• Faster response than with ad hoc orders

What must a freelancer service agreement contain?

1. Identification of the parties

Both parties' full legal name, CVR number (for the self-employed and businesses), address and contact person.

2. The scope of the services

Describe precisely what the service agreement covers:

• Which types of tasks and services?
• The number of hours or deliveries per period?
• The response time for enquiries?
• Which tasks are NOT included?

Example (graphic designer):

"The agreement covers up to 10 hours of graphic production per month, including social-media graphics, email templates and presentation design. Adaptation of existing graphics is included. A new brand identity, print production and animated content are not included."

3. Fee and payment model

The retainer model:

• A fixed monthly payment (for example DKK 8,000/month excluding VAT)
• Invoiced, for example, on the first working day of the month
• Payment deadline 14 days net
• Overrun hourly rates: what do extra hours beyond the retainer cost?
• What happens if the client does not "use" the included hours?

VAT: Self-employed people with a VAT-liable turnover over DKK 50,000 within 12 months must register for VAT and charge 25% VAT.

4. Availability and response time

• The working hours during which the freelancer is available
• The expected response time for enquiries (for example a maximum of 24 hours on weekdays)
• The procedure for holidays and illness
• Notice of temporarily reduced capacity

5. Intellectual property

Who owns the material the freelancer produces?

• Full transfer: the client gets all rights on payment
• Licence: the freelancer keeps the copyright and gives the client a (exclusive or non-exclusive) licence
• Portfolio rights: the freelancer can show the work in their portfolio (unless the client objects)

This point is especially important for creative freelancers: designers, photographers, copywriters and video producers.

6. Confidentiality

The freelancer gets access to the client's:

• Business strategy and customer information
• Internal processes and systems
• Market data and product information

A confidentiality clause prevents disclosure and protects the client's competitive advantages.

7. Restriction on competition

Can the freelancer work for the client's direct competitors?

• Exclusivity clause: the freelancer does not work for named competitors during the agreement period
• Category exclusion: the freelancer does not work within a specific industry

Remember that non-compete clauses for self-employed people are agreed more freely than for employees (they are assessed under section 38 of the Contracts Act, not the Employment Clauses Act). It is, however, good practice to define them precisely and possibly compensate for them.

8. Duration and termination

• A minimum commitment period: for example 3 months (gives both parties stability)
• Notice period: typically 1 to 3 months
• Automatic renewal: the agreement renews automatically (with a notice period), state this explicitly
• Termination on breach: the option to terminate on non-payment or a serious breach of contract

9. Project-based additional tasks

What happens when the client wants a task beyond the retainer scope?

• Additional tasks are invoiced at an agreed hourly rate
• They require written approval before starting
• Alternatively: a quote for the additional task with a separate order confirmation

10. Ending and deliverables

What happens to work in progress at the end of the agreement?

• Delivery of completed work in the agreed format
• Handover of files, passwords and account details
• The time for payment of outstanding invoices

Protection against late payments

This is one of the biggest challenges for freelancers: clients who pay late. Build payment security in from the start:

Advance payment: require the first month's fee to be paid in advance before starting.

Automatic suspension: include a clause that the services are suspended on non-payment beyond an agreed number of days.

Default interest: the Interest Act gives a right to default interest on late payment, state it in the agreement to make it visible to the client.

Factoring: in principle, freelancers can sell their receivables to a factoring company, but it is rarely practical for small sole proprietorships.

Self-employed vs. employee: important to observe

As with all self-employment relationships, the tax authorities can assess the freelancer's actual situation as an employment situation:

Risk factors:

• Only one client over a long time
• The client determines the working time and place
• The client provides all the equipment
• A fixed, salary-like payment

The freelancer service agreement should document the reality of independence: several clients, own equipment and self-determination over the working method.

Freelancer service agreement for creative professions

For designers, photographers, musicians and other creative freelancers there are special considerations:

• The licence model: the client pays for a licence to use the material for specific purposes, not to own it
• Usage rights: define the geographic spread, choice of media and time period for the licence
• Credit: the right to be credited for the work (can be waived for payment)

Frequently asked questions about freelancer service agreements

Can the client terminate the agreement from one month to the next?

It depends on the termination terms. Include a notice period (typically 1 to 3 months) to protect yourself against a sudden loss of income.

What happens if the client does not use the included hours?

This should be agreed in advance. Standard practice: hours cannot be carried over to the next month, unless otherwise agreed. Alternatively, you can agree that up to a certain number of hours can be carried over.

Can I have a retainer agreement and still take other clients?

Yes, unless the agreement contains an exclusivity clause. Generally it is to your advantage to keep the freedom to have several clients.

Must the agreement be signed digitally or physically?

Both are valid. Digital signature via MitID or an e-signature platform is legally binding and far more practical for freelancers working remotely.

Conclusion

A freelancer service agreement is your most important protection in fixed client relationships. It secures predictable turnover, clear delivery expectations and clarity over the rights to the material you produce. A professional agreement also sends a signal to the client that you are serious.

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The content of this article is for guidance only and does not constitute legal advice. Contact a commercial lawyer for advice on your specific situation as a self-employed person.