3. How to Structure an Independent Contractor Relationship
Structuring a civil law contract that genuinely reflects an independent contractor relationship requires attention both at the drafting stage and in the day-to-day management of the cooperation. Courts and the National Labour Inspectorate look beyond the written contract to the manner in which the relationship is actually performed. A well-drafted contract that is contradicted by practice offers little protection. The guidance below addresses both dimensions.
What to Avoid in the Contract
The scope of services clause is the single most important element of a contractor agreement. It should describe concrete services, deliverables, or project milestones – not areas of responsibility, management zones, or general availability. Clauses drafted in the style of a job description (“support of the team”, “responsibility for the X function”) are a primary indicator of disguised employment and should be avoided. The contract should not fix working hours or require the contractor to be available during specific hours other than where objectively required by the nature of a particular project deliverable. It should not impose an absolute obligation of personal performance without any possibility of substitution; a right to designate a qualified substitute or to engage the contractor’s own personnel is a marker of genuine entrepreneurial independence. The contract should not mirror Labour Code provisions on non-compete clauses (with mandatory paid compensation) or training obligations (financed by the principal on terms equivalent to those applicable to employees): where such clauses are included, they should be clearly structured as commercial terms rather than as adaptations of employment law rules. Finally, the contract should not guarantee a fixed monthly fee that is entirely insulated from variations in demand, output, or completion of agreed milestones; remuneration should be linked to actual services rendered, time recorded, or project stages closed.
It should also be borne in mind that it is not recommended to enter into civil law contracts for the performance of the same work for which employees are employed. Entering into a civil law contract with an existing employee for the same work is also a strong indication of a disguised employment relationship.
b. Day-to-Day Management of the Relationship
How the relationship is managed in practice carries at least as much legal weight as the written contract. The principal should refrain from issuing ongoing operational instructions that dictate the method, sequence, or daily steps of the contractor’s work. Communication should focus on the expected result or deliverable, not on how the contractor is to achieve it. Periodic project briefings and milestone reviews are consistent with an independent contractor relationship, but continuous supervision of work in progress by a line manager is not. The contractor should be free to organise their own schedule and, where presence is required, attendance should be justified by a specific project need rather than set as a general rule mirroring standard office hours.
On the practical side: the contractor should not be included in the principal’s internal HR processes (periodic employee appraisals, salary reviews conducted unilaterally in the manner applicable to employees, or mandatory team-building programmes). Remuneration should be negotiated between the parties as a commercial matter rather than set by the principal’s internal pay policy. The contractor’s external identification – email addresses, business cards, and signatures – should indicate that they are acting as an independent business, not as a member of the principal’s staff.
