Independent Contractor Agreement Spain (Contrato de Prestación de Servicios)

An Independent Contractor Agreement Spain (Contrato de Prestación de Servicios) is the formal written agreement between a client company or individual (empresa o particular cliente) and a self-employed professional (trabajador autónomo) through which the contractor provides professional or commercial services on an independent basis — without the employment subordination (dependencia), integration into the client's organisation (ajenidad), and continuity that characterise an employment relationship under Article 1.1 of the Estatuto de los Trabajadores (RDL 2/2015). The contract is structured as an arrendamiento de servicios (hire of services) under Articles 1544–1546 of the Código Civil, or — where the contractor is engaged to produce a defined result — as an arrendamiento de obra (contract for work and services) under Article 1544 CC.

The critical legal distinction in Spain between a genuine independent contractor relationship and a disguised employment relationship (relación laboral encubierta — also known as falso autónomo, false self-employment) is determined by the Inspección de Trabajo y Seguridad Social (ITSS) and the Sala de lo Social of the Tribunal Supremo based on the presence or absence of the three hallmarks of employment under Article 1.1 ET: (1) personal and direct service (prestación personal y directa); (2) dependence (dependencia) — the contractor works under the client's organisational directives and supervision; and (3) alienation (ajenidad) — the contractor performs services on behalf of and for the account of the client, with the client bearing the economic risk of the activity. A relationship presenting all three characteristics is an employment relationship regardless of how it is labelled contractually.

Self-employed contractors in Spain must register with the Agencia Tributaria (AEAT) under Modelo 036 or 037 (census declaration — alta en el Censo de Empresarios, Profesionales y Retenedores), selecting the appropriate epígrafe de IAE (Impuesto sobre Actividades Económicas) for their professional activity. They must also register with the RETA (Régimen Especial de Trabajadores Autónomos) of the Tesorería General de la Seguridad Social (TGSS) under Ley 20/2007, de 11 de julio, del Estatuto del Trabajo Autónomo, and pay monthly RETA contributions based on their chosen contribution base — since 2023 reformed under Real Decreto-Ley 13/2022 to a new income-based contribution system (sistema de cotización por ingresos reales).

Special statutory protections apply to Trabajadores Autónomos Económicamente Dependientes (TRADE) — contractors who earn at least 75% of their professional income from a single client, as defined in Article 11 of Ley 20/2007. TRADE status must be registered with the SEPE and notified to the client, and entitles the contractor to: a minimum of 18 working days of paid vacation per year, protection against unjustified termination of the commercial relationship with minimum notice periods under Article 15.1 Ley 20/2007, and access to unemployment-like benefit (cese de actividad — cessation of activity benefit) under Ley 32/2010. Contracts with TRADE contractors must be in writing and registered with the SEPE.

For tax purposes, self-employed contractors in Spain issue invoices (facturas) with 21% IVA under Ley 37/1992 del IVA (or an applicable reduced rate) and apply IRPF withholding (retención de IRPF) at the current professional activity retention rate (currently 15% for established professionals, or 7% in the first three years of professional activity) under Ley 35/2006 del IRPF. The client must declare these retentions through Modelo 111 (quarterly) and Modelo 190 (annual summary) to the AEAT.

An Independent Contractor Agreement Spain is required whenever a business or individual engages a self-employed professional — architect, lawyer, IT consultant, marketing specialist, accountant, engineer, designer, or any other autonomous professional — to provide defined services without creating an employment relationship.

The contract is needed when an SME engages a freelance IT developer or software architect to build a specific system or application on a project basis — the contractor provides their own equipment, sets their own working hours, may work for multiple clients simultaneously, and delivers a defined result without daily supervision from the client.

A Contrato de Prestación de Servicios is required when a law firm, accounting firm, or consultancy engages external specialists (of counsel lawyers, freelance accountants, specialist engineers) on an ongoing advisory retainer (iguala) or project-by-project basis — the professionals issue their own invoices with IVA and IRPF retention and maintain their own RETA registration.

The contract is needed when a company engages a freelance marketing consultant, copywriter, graphic designer, or communications specialist on a campaign-by-campaign or monthly retainer basis — defining deliverables, timelines, fees, and intellectual property ownership of created content.

A Prestación de Servicios contract is required when a healthcare clinic, gym, or wellness centre engages independent practitioners — physiotherapists, psychologists, personal trainers, nutritionists — as autonomous professionals sharing facilities, rather than as employees of the centre. The contract must reflect the genuine autonomy of the practitioners (their own client base, independent scheduling, risk-sharing) to avoid ITSS reclassification.

The contract is also required when a Spanish company engages a foreign self-employed professional (freelancer from the EU or non-EU) to provide services remotely from outside Spain — the contract must address the applicable law, tax withholding obligations under Spain's double taxation treaty network (convenios de doble imposición), and IVA treatment under the reverse charge mechanism of Ley 37/1992 del IVA.

Parties in Spain should prepare a Independent Contractor Agreement Spain (Contrato de Prestación de Servicios) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Estatuto de los Trabajadores (ET) RDL 2/2015, Spanish employment law governs contracts, dismissals, and working conditions. The Tesorería General de la Seguridad Social (TGSS) administers social security contributions. The Servicio Público de Empleo Estatal (SEPE) manages unemployment benefits. The Inspección de Trabajo y Seguridad Social enforces labour compliance. The Juzgados de lo Social hear employment disputes under the Ley Reguladora de la Jurisdicción Social (Ley 36/2011). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid Independent Contractor Agreement Spain under Ley 20/2007 del Estatuto del Trabajo Autónomo and the Código Civil must contain the following essential elements to establish a genuine autonomous professional relationship and to withstand ITSS scrutiny for falso autónomo classification.

Identification of Parties: Full legal name, DNI/NIE or NIF, professional address, RETA registration number (número de afiliación a la Seguridad Social — RETA), and AEAT census registration epígrafe of the contractor (autónomo). For company clients, NIF, Registro Mercantil data, and the name and capacity of the signatory must be stated.

Nature of Independent Relationship: An explicit statement that the contractor provides services as an autonomous professional (trabajador por cuenta propia) under Ley 20/2007 — not as an employee — that the contractor is free to organise their own working methods and schedule, may work for other clients simultaneously, provides their own professional tools and equipment, and bears their own professional risk. This declaration does not itself determine employment status — the actual conduct of the relationship governs — but it establishes the parties' intent.

Scope of Services: A precise description of the professional services to be provided — the specific project, advisory function, or ongoing service category. Specificity helps demonstrate the defined, autonomous nature of the engagement rather than an open-ended, subordinated working relationship.

Deliverables and Deadlines: Where the contract is project-based, the agreed deliverables and submission dates. Where it is a retainer, the ongoing service scope and any minimum activity levels. The client may specify the result expected but should not dictate the working methods by which the contractor achieves it — excessive client instruction on methods suggests employment dependence.

Fees and Invoicing: The agreed professional fee (honorarios), whether per project, per hour, or as a monthly retainer. All invoices issued by the contractor must include: the contractor's NIF, the client's NIF, a description of services, the net amount, 21% IVA (or applicable rate), and the IRPF retention deducted (typically 15%). The client must pay the net amount (after deducting IRPF retention) and declare the retention to AEAT through Modelo 111.

TRADE Status Declaration: If the contractor earns or will earn at least 75% of their professional income from this single client, both parties must acknowledge TRADE status obligations under Article 11 of Ley 20/2007 — the contractor must register as TRADE with the SEPE, and the contract must comply with TRADE-specific requirements including minimum notice periods and the contractor's right to paid leave.

Intellectual Property: Explicit assignment or licence of any intellectual property created by the contractor in performing the services — software code, designs, reports, content — to the client, for the purposes of the engagement. Without this clause, the contractor retains copyright under the LPI even for commissioned works.

Confidentiality: An obligation on the contractor to maintain confidentiality of the client's proprietary information, business secrets, and client data accessed during the engagement — consistent with Ley 1/2019 de Secretos Empresariales implementing EU Directive 2016/943.

Data Protection: Where the contractor processes personal data on behalf of the client (accessing CRM, customer databases, email systems), a data processor agreement under Article 28 RGPD must be incorporated — specifying processing purposes, security measures, and data return upon termination.

Duration and Termination: The contract term (fixed or rolling) and the notice period for termination without cause — for TRADE contractors, Article 15.1 Ley 20/2007 requires a minimum of 15 days' notice for contracts of 1 year or more; for non-TRADE contractors, the notice period is freely agreed.

Non-Solicitation: Optional clause prohibiting the contractor from soliciting the client's employees or customers during and for a reasonable period after the engagement — Spanish courts uphold non-solicitation clauses of reasonable scope and duration (typically 12 months) as legitimate commercial interests under the Código Civil.

Forms-legal.com provides this Independent Contractor Agreement Spain template as a practical starting point. Given the significant legal and financial risks of falso autónomo reclassification — back social security contributions, interest, penalties, and employment law liability — both clients and contractors should seek advice from a gestor laboral or abogado laboralista before formalising the relationship.

Under the Estatuto de los Trabajadores (ET) RDL 2/2015, Spanish employment law governs contracts, dismissals, and working conditions. The Tesorería General de la Seguridad Social (TGSS) administers social security contributions. The Servicio Público de Empleo Estatal (SEPE) manages unemployment benefits. The Inspección de Trabajo y Seguridad Social enforces labour compliance. The Juzgados de lo Social hear employment disputes under the Ley Reguladora de la Jurisdicción Social (Ley 36/2011).