What to put in a Spanish freelance contract

Terms used

• IVA — IVA is Spain's value-added tax, added to most invoices.
• IRPF — IRPF is Spanish personal income tax, which some invoices must withhold from the freelancer's fee.
• TRADE — A TRADE is an economically dependent self-employed worker, who earns most income from one client and has extra legal protection.
• Cláusula penal — A cláusula penal is a contract clause setting a fixed penalty if one side breaks the agreement.

Key rules

• Written contract: The law does not require one for ordinary freelance work, but it is your best proof in a dispute.
• IP assignment: The client gets rights to your work only if you assign them in writing, stating uses, term and territory.
• TRADE contract: A TRADE contract must be in writing and registered with the public employment service within 10 working days of signing.
• Confidentiality: Define the confidential information, its duration and its exceptions, or the clause is hard to enforce.
• Scope: State whether you are selling services or a finished result, because payment and risk differ.

Do you need a written contract?

No law requires a written contract for an ordinary freelance job in Spain. An agreement is valid in any form if both sides consent and the subject is lawful. Still, put it in writing. If there is a dispute, a signed contract is much easier to prove than spoken terms, although emails and invoices can also serve as evidence.

One exception: a contract with an economically dependent self-employed worker (known as a TRADE) must be in writing. It must also be registered with the public employment service within 10 working days of signing. Some sectors, such as commercial agency and construction, have extra form rules.

Services or finished work?

Spanish law separates two kinds of contract, and the difference changes your rights.

• Services (arrendamiento de servicios): you must work diligently and you are paid for the work done, whatever the outcome. Lawyers and doctors are typical examples.
• Finished work (arrendamiento de obra): you promise a specific result. You are generally paid when the client accepts it, and you carry the risk until delivery. A finished design is typical.

Courts look at what the deal really is, not at its label. So describe clearly which one you mean, and write the scope to match.

Clauses to include

No clause is mandatory beyond consent, subject and cause. These are the ones worth having:

1. Parties and tax IDs. Full names and tax numbers on both sides.
2. Scope and deliverables. List exactly what is included, how change requests are handled, and what the client must supply.
3. Price and invoicing. Say whether the price includes IVA and IRPF withholding.
4. Payment term and late-payment interest. Keep the term within the limits of Spain's late-payment law and state the interest rate for late payment.
5. Duration and termination. See below.
6. Independence. State that this is not an employment relationship.
7. Liability limits. Cap what either side can owe the other.
8. Governing law and courts. See the decision below.

Intellectual property

You, the freelancer, own what you create from the moment you create it. Moral rights stay with you and cannot be assigned. The client gets economic rights only through a written assignment (cesión).

Write the assignment carefully, because the law fills gaps narrowly:

• It covers only the types of use you list.
• If you state no term, it is presumed to last five years.
• If you state no territory, it covers only Spain, where the assignment is made.
• If you state no scope, it covers only what the contract's purpose requires.
• An assignment of all your future works is void.
• You may be entitled to proportional payment, with exceptions.

Software follows a special regime. Rights pass automatically to an employer, but not to a client of a freelancer, so a freelancer needs an express assignment.

Confidentiality

Confidentiality clauses are enforceable in Spain. Breach can lead to damages, a court order to comply, or an injunction. Trade secrets also have their own legal protection.

Make the clause specific. Define what counts as confidential, how long the duty lasts and what is excluded, such as information that is already public. Add data protection roles if you handle personal data. You can agree a penalty for breach (cláusula penal), but a judge may reduce it if the obligation was partly performed.

Ending the contract

Your contract's own terms come first, so set notice periods, causes for termination and any penalties. If the contract is silent:

• Either side can end it for serious breach.
• For a finished-work contract, the client can withdraw at any time but must pay you for expenses, work done and lost profit.
• An open-ended services contract can generally be ended with reasonable notice. Abusive or bad-faith termination can lead to damages.
• If you are a TRADE, ending the contract without just cause entitles you to compensation for damages.

A kill fee, which is payment for work done if the client cancels, is the simplest protection.

Clients in other countries

You can choose the governing law and courts. Without a choice, a services contract follows the law of the country where the provider lives. Mandatory rules still apply either way. The decision below sets out your options. For high-value contracts, have a Spanish lawyer review the text. A template and a checklist are below.

Choosing between options

Which governing law and courts should your contract choose?

• Spanish law and Spanish courts: Fits when you and the client work in Spain, or when you want the rules you already know.

• The client's country law and courts in the EU: Fits when a foreign EU client insists. An agreed EU court is generally accepted, but check the rules before signing.

• No choice in the contract: Fits only for small jobs. The law of the country where the provider lives then applies, and the court is usually where the services are provided.

Name the governing law and the court in the contract. If you stay silent, the law of the provider's country applies, and overriding mandatory rules apply either way.

Before you start for a new client: what to agree

Agree before you start

• Agree the scope and each deliverable in writing, including how many revisions are included and how change requests are handled.

• Agree the price, fixed or hourly, and state whether it includes IVA (Spanish VAT) and IRPF withholding (income tax held back on your invoice).

• Ask for a deposit or advance. 30% to 50% is common for projects, and new clients rarely object.

• Set the payment schedule and a payment term of 60 days at most, and add late-payment interest to the contract.

• Confirm the deadlines and what the client must supply, such as materials, access and feedback.

• Agree when intellectual property passes to the client, and put the assignment in writing with its scope, term and territory.

• Add confidentiality, data protection roles, expenses and subcontracting terms.

• Set termination terms, including a kill fee (payment for work done if the client cancels).

• Confirm the client's legal name, NIF (tax ID) and billing address.

• Choose the governing law and courts, especially with a foreign client.

• Check that the arrangement is genuinely independent, with your own hours and methods, so it is not disguised employment.

• Sign the contract, or at least confirm the terms by email, before you start work. Spanish law does not require a written contract, but it is far easier to prove.

What to watch out for

• Services or finished work: Courts look at what the agreement really is, not its label. Paid-for effort (services) and a finished result (work) have different payment and risk rules, and a result contract puts the risk on you until delivery. State clearly whether you are paid for your time and effort or for a defined result, and when payment is due.

• Rights pass only if you assign them in writing: The client gets no rights to your work without a written cession. Selling all future works in one go is void, and software rights do not pass automatically to a client. Write the cession with the uses, the term and the territory, and limit it to the work for this project.

• Vague confidentiality clause: A clause that does not define the confidential information, its duration and its exceptions is hard to enforce.

• Ending the contract early: If the contract sets no notice period or causes, the general rules apply and the outcome depends on whether it is for services or a work. A client who withdraws from a work contract must compensate you for expenses, work done and profit. Set notice periods, valid causes for ending and any payment due for work already done.

Freelance service contract template for Spain

Copy this into a document and fill in the blanks. Delete any clause that does not fit your job. If the contract is worth a lot of money, have a Spanish lawyer read it before you sign.

Three tips before you start:

• Write the scope as precisely as you can. Most disputes start with a vague scope.
• Name every right you give the client, for how long and where. Anything you leave out stays with you.
• Do not waive late-payment interest or the €40 recovery cost. A clause that does this is normally void.

If you are a TRADE (an economically dependent freelancer who earns most of your income from one client), you have extra protections and some mandatory content. Ask a lawyer to adapt the template.

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FREELANCE SERVICES CONTRACT

Signed in ______ (city) on ______ (date).

1. Parties

• The Client: ______ (full name or company name), tax ID (NIF) ______, address ______, represented by ______.
• The Freelancer: ______ (full name), tax ID (NIF or NIE) ______, address ______, registered as self-employed (autónomo).

2. Services and deliverables

The Freelancer will provide the following services: ______ (describe precisely).

The deliverables are: ______ (list each one, its format and its delivery date).

The Client will provide the materials, access and feedback needed within ____ working days of each request. Delivery dates move by the same number of days if the Client is late.

3. Changes to the scope

Any change to the services or deliverables must be agreed in writing, including its price and its effect on the deadlines. Work outside the scope in section 2 is paid separately at ______ per hour or per day.

4. Fees and invoicing

• Fee: ______ € (fixed price / per hour / per day), before tax.
• The Freelancer will add VAT (IVA) where it applies.
• Where it applies, the Client will deduct income tax withholding (IRPF) from each invoice and pay it to the tax authority.
• Agreed expenses are reimbursed at cost against receipts: ______.
• The Freelancer will invoice ______ (on delivery / monthly / at the milestones listed).

5. Payment and late payment

The Client will pay each invoice within ____ days of receiving it. This period may never be longer than 60 days.

If the Client pays late, it owes interest at the statutory late-payment rate from the due date, plus a fixed €40 for recovery costs.

6. Duration

The contract starts on ______ and ends on ______ (or: when the deliverables are accepted / it has no end date and continues until one party ends it under section 10).

7. Intellectual property

The Freelancer is the author and owns the work from the moment it is created. The Freelancer's moral rights as author cannot be transferred and stay with the Freelancer.

Once the Client has paid in full, the Freelancer assigns to the Client the following economic rights over the deliverables: ______ (for example reproduction, distribution, public communication, adaptation).

• Exclusivity: the assignment is exclusive / non-exclusive (delete one).
• Territory: ______ (for example worldwide).
• Term: ______ years.
• Uses covered: ______ (for example website, print, advertising, internal use).
• For software, this clause is an express assignment of the rights in the code written for the Client.
• Rights and uses not listed in this clause stay with the Freelancer.
• The assignment covers only the deliverables in this contract, not future works.
• The Freelancer keeps the right to show the work in a portfolio unless the parties agree otherwise: ______.
• The Freelancer keeps ownership of tools, methods and pre-existing material, and gives the Client a licence to use them as part of the deliverables.

Any payment for the assignment is included in the fee in section 4 unless this contract says otherwise: ______.

8. Confidentiality and data protection

Each party will keep confidential the other party's non-public information and will use it only for this contract. This duty continues for ____ years after the contract ends.

If the Freelancer handles personal data on the Client's behalf, the parties will sign a data processing agreement and follow the EU data protection rules (GDPR) and Spanish data protection law.

9. Liability

The Freelancer is liable for damage caused by the Freelancer's own fault. Liability is limited to ______ (for example the total fees paid under this contract), except in cases of fraud or wilful misconduct.

10. Ending the contract

• Either party may end the contract by giving ____ days' written notice.
• Either party may end it immediately in writing if the other commits a serious breach and does not fix it within ____ days of a written warning.
• If the contract ends early, the Client pays for all work done up to the end date and for the agreed expenses already incurred.
• If the Client ends a fixed-price project without a serious breach by the Freelancer, the Client also pays compensation of ______ (for example a percentage of the unpaid fee).
• Sections 7 and 8 continue after the contract ends.

11. Independence

The Freelancer works independently. The Freelancer chooses how, where and when to work, uses their own equipment, and may work for other clients. This contract does not create an employment relationship, and the Freelancer is responsible for their own social security and tax.

12. Governing law and courts

This contract is governed by the law of ______ (for example Spain).

Disputes will be decided by the courts of ______ (for example the city where the Freelancer works).

For cross-border contracts, the parties may choose the law and an EU court freely. If you do not choose, a services contract follows the law of the country where the Freelancer normally lives.

13. Whole agreement

This document is the whole agreement between the parties. Any change must be made in writing and signed by both.

Signed:

The Client: ______________________

The Freelancer: ______________________

Frequently asked questions

Can I use emails instead of a signed contract?

Yes, a freelance agreement in Spain is valid in any form, so emails and invoices can prove it. A written contract is still much easier to prove in a dispute than oral terms.

What happens to the rights to my work if the contract says nothing about IP?

You keep ownership of the work, because the author owns it from creation. The client gets economic rights only through a written cession (cesión), and only for the uses it names. If no term is stated, the cession lasts 5 years. If no territory is stated, it covers only the country where it is made.

Can a judge reduce a confidentiality penalty in my contract?

Yes, a judge may reduce an agreed penalty clause if the obligation was partly performed. The clause should define the confidential information, how long it lasts and its exceptions, so that it can be enforced.

Which law applies if my client is in another country?

You can choose the governing law yourself in the contract. If you do not, a services contract follows the law of the country where the service provider lives. Courts in an EU country named in the contract are generally accepted.