Why an intermediary between you and your freelancer more often than not gets in the way

The Dutch Tax Administration makes a clear distinction between two types of intermediary.

In intermediation, the agency receives a fee for bringing the freelancer and client into contact. The freelancer is responsible for the quality of the work, bears the risk of non-payment and enters into an agreement with the client themselves. The intermediary agency is not a party to that agreement. The freelancer remains independent, provided the actual performance is also consistent with that position.

Temporary agency work or secondment is different. The agency is responsible for quality, pays the freelancer—even if the client is dissatisfied—and enters into an agreement with the client itself. The freelancer works under the hirer’s supervision and direction. Legally, the freelancer is therefore no longer independent, but a person being supplied to another party.

As soon as workers are supplied, the Waadi—the Dutch Allocation of Workers by Intermediaries Act—applies. The Waadi defines the supply of workers as “making workers available to another party for payment to perform work under that party’s supervision or direction”. The deciding criterion is therefore not what the parties call the agreement, but whether the hirer actually exercises authority.

This has two consequences. First, hirer liability may arise: the client becomes liable for payroll taxes that the supplying agency fails to pay. Second, the freelancer may claim protections available to employees, potentially including equal remuneration under the Waadi.

The court examines the reality, not the contract. In 2023, a Court of Appeal confirmed that a freelancer who actually worked under the client’s supervision and direction was entitled to protection under the Waadi—even though the relationship had been structured as a service agreement with an intermediary. The intermediary was not permitted to deduct its 3.5% intermediation fee because this breached the prohibition on charging workers for being supplied.

Not every intermediary automatically leads to reclassification. A broker acting in the freelancer’s name and on their behalf, with an invoice mandate, can be part of the chain without the classification shifting to the supply of workers.

The deciding criterion is not the existence of an invoice mandate, but whether the hirer actually exercises supervision and direction. An invoice mandate only governs the payment flow; it does not itself create a relationship of authority. When a broker invoices as the freelancer’s authorised representative—in the freelancer’s name and for their account—the broker represents the freelancer. The broker does not direct their work.

This is substantially different from secondment. There, the supplying agency is responsible for quality, pays the person performing the work even if the hirer is dissatisfied, and bears the risk of non-payment. A broker with an invoice mandate does the opposite: it brings the parties together and handles the administrative arrangements, while leaving responsibility for the service and business risk with the freelancer.

There is a limit to this nuance. It applies only while the broker confines its role to representation. As soon as the broker also directs the work, arranges replacements or assumes responsibility for quality, the picture shifts towards the supply of workers. The Tax Administration and the court examine actual performance, not the label or mandate.

The theoretical soundness of an invoice mandate does not mean that every arrangement will stand up to scrutiny. If the facts show that the client directs the freelancer as though they were an employee—daily management, integration into the organisation, compulsory time recording and no opportunity to refuse assignments—there is authority, regardless of who sends the invoice.

The core of the Waadi assessment is not the existence of an administrative arrangement, but actual authority.

What it does: it streamlines payment administration. The freelancer does not have to prepare an invoice themselves; the broker does this on their behalf. The client pays the freelancer through the broker as an authorised representative, rather than paying the broker as an employer. This is administrative efficiency, not legal reclassification.

What it does not do: it does not protect against reclassification if the actual working relationship is not independent. If the client directs, integrates and treats the freelancer as an employee, the Tax Administration and the court will not regard the freelancer as independent—even if invoicing goes through a broker.

What it can reinforce: an invoice mandate accompanied by a broker that also controls quality, arranges replacements or “places” the freelancer with the client shifts the picture towards the supply of workers.

A client seeking certainty about freelance status must contract directly. Not because an intermediary is inherently wrong, but because every additional layer increases the risk that the actual relationship differs from the contractual structure.

Direct B2B agreement. The client and freelancer enter into a service agreement themselves. The freelancer invoices directly, bears responsibility for the result and carries business risk. There is no third party exercising authority or introducing liabilities.

Intermediation as an exception. An intermediary or broker must confine its role to establishing contact: it must not be a party to the agreement for performing the services, exercise authority or process payments as though acting as an employer.

Invoice mandate as an administrative tool. A broker with an invoice mandate must confine its role strictly to representation: invoicing in the freelancer’s name and for their account, without responsibility for quality, replacement or direction.

No sham arrangements. There is no point calling a secondment arrangement “intermediation” if actual performance shows otherwise. The Tax Administration and the court examine the reality, not the label.

Since the Deliveroo judgment, the Tax Administration has assessed all circumstances holistically. The central question is whether the three elements of an employment contract—work, remuneration and authority—are present. Relevant considerations include:

• Does the freelancer determine how and when the work is performed?

• Can the freelancer refuse assignments?

• Is there an obligation to perform the work personally, or can the freelancer arrange a replacement?

• Does the freelancer bear substantial business risk?

• Is the freelancer integrated into the client’s organisation?

When an intermediary “places” the freelancer and the client subsequently provides daily direction, there is a strong likelihood that the court will find a relationship of authority—and therefore the supply of workers rather than independent business activity.

Contract with freelancers directly. A direct service agreement is the most transparent structure and rules out the introduction of a relationship of authority through an intermediary.

Assess existing intermediary layers. Establish whether an intermediary actually operates as an intermediary or as a secondment agency. Does the intermediary receive payment for supplying workers? Does it bear the risk of non-payment? Does it pay the freelancer? If so, there is a strong likelihood that the arrangement involves the supply of workers.

Assess the role of the broker with an invoice mandate. Does the broker confine its role to invoicing and collecting payment in the freelancer’s name? Then there is no problem. Does it also arrange replacements, quality control or daily direction? Then the classification shifts.

Record actual direction of the work. The freelancer must determine how and when they work, be able to refuse assignments and be able to arrange a replacement. If the client restricts these freedoms, there is authority—regardless of the invoicing structure.

Be cautious about “compliance tools” that do not provide certainty. A G-account is unavailable to freelancers without employees. A statement of payment conduct for chain liability likewise does not apply to a freelancer who has no withholding obligation. These instruments do not resolve the central problem: the classification of the working relationship itself.

The simplest way to obtain certainty about freelance status is also the most direct: enter into an agreement with the freelancer themselves and ensure that actual performance matches what has been agreed.

An intermediary that goes beyond intermediation introduces a relationship of authority that turns the freelancer into a person being supplied to another party. A broker with an invoice mandate can have a legitimate place in the chain—as long as it strictly represents the freelancer and does not direct the work.

But that scope is not unlimited: as soon as the broker does more than represent the freelancer, or the client actually directs the freelancer’s work, the classification shifts. This is not a formality—it is the difference between an independent freelancer and an employee, with all the associated tax and employment-law consequences.