Käsundusleping vs Tööleping: Estonia's Mandate Agreement and Employment Contract, Explained

A käsundusleping is a mandate agreement: one party (the käsundisaaja, or mandatary) undertakes to provide services to another (the käsundiandja, or mandator), and to act with the diligence the mandate requires. The defining promise is effort, not a guaranteed result. A consultant analysing your market, a trainer running workshops, a management board member steering a company day to day — all typically work under mandate-type rules. The provider retains substantial freedom over how, when, and where the work gets done. They are not placed on a shift schedule, they usually use their own tools, and they can often organise the work around other clients.

It helps to separate the käsundusleping from its close cousin, the töövõtuleping (contract for services, sometimes translated as a works contract). A töövõtuleping is result-based: the contractor promises a defined outcome — a renovated office, a functioning website, a completed translation — and is judged on whether that result is delivered. A mandate is process-based: the provider promises diligent work, not the outcome itself. The distinction matters for risk allocation: under a töövõtuleping the contractor generally carries the risk of the result failing, while under a käsundusleping the provider is liable for careless work, not for the fact that a diligent effort did not succeed.

Estonian law imposes no general form requirement on a mandate agreement — in principle it can even be oral. In practice, a written contract is the only sensible route. A good mandate agreement records the scope of services, the remuneration and how expenses are handled, the term and how either side can end the relationship, plus confidentiality and intellectual property terms where relevant. Because these contracts repeat — most companies engage many providers on near-identical terms — they are a natural fit for reusable contract templates rather than a document reinvented from scratch each time.

A tööleping is an employment contract governed by the Employment Contracts Act. Its defining feature is subordination: the employee works under the employer's management and control, follows the employer's instructions on what to do and how, works at the times and place the employer sets, and is integrated into the employer's organisation. In exchange, the employer pays a wage and carries a set of statutory obligations that exist precisely because the employee is treated as the weaker party. Where a mandate assumes two roughly equal parties negotiating freely, employment law deliberately does not.

Those obligations are the social guarantees that make employment different. Estonian law gives employees statutory working-time limits, paid annual leave — as a general rule 28 calendar days — notice periods, and meaningful protection against termination: an employer needs a lawful ground to end the contract and must follow the prescribed procedure. Crucially, most of these protections are mandatory: a clause that waives them to the employee's detriment is generally void, no matter what both sides signed. This is the core trade of employment — less autonomy, more protection.

Form matters more here too. An employment contract must, as a rule, be concluded in writing, and the employer must give the employee written particulars of the key terms — duties, remuneration, working time, place of work, leave, and notice. The good news is that written form does not mean paper: under Estonian law, a contract signed with a qualified digital signature (digiallkiri) is treated as equivalent to one signed by hand. That makes hiring fully remote-friendly — provided the signature level is right, which we cover below.

The single most important difference is subordination. Ask who controls the work: does the company decide when, where, and how the person works, or does the provider decide? An employee follows a schedule, reports to a manager, uses the employer's tools, and does the work personally. A mandatary agrees an objective and delivers diligent effort on their own terms, often for several clients in parallel. No single factor is decisive on its own, but the pattern of control is what Estonian courts and authorities look at first.

Working time and leave follow directly from that. An employee sits inside the statutory framework: working-time limits, rest requirements, and paid annual leave. A service provider under a mandate has none of that by default — they manage their own calendar, and there is no statutory holiday entitlement, only whatever the contract itself grants. The same logic applies to remuneration: an employee receives a wage framed by labour-law rules, while a mandatary receives an agreed fee, and the parties are far freer to shape when and how it is earned.

Finally, the exit rules differ sharply. Ending an employment contract is a regulated event: the employer needs a lawful ground, must observe notice periods, and faces a labour dispute process if the employee challenges the termination. Ending a mandate follows general contract law — typically more flexible, driven by what the contract says. Add the tax treatment, which also differs between the two relationships, and the practical stakes of choosing correctly become obvious. When the answers point in both directions at once, that ambiguity itself is a warning sign — which brings us to misclassification.

Estonian law looks at substance, not labels. If the day-to-day reality of a relationship looks like employment — fixed hours, the company's tools, one 'client' providing all the income, close supervision — then calling the document a käsundusleping does not change what it is. The Employment Contracts Act even contains a presumption in favour of employment in unclear cases: where someone performs work for another that would ordinarily be done only for remuneration, an employment contract is presumed unless shown otherwise. The burden of proving 'this is genuinely a mandate' sits, in practice, with the party relying on it.

The consequences of getting it wrong are not theoretical. A court or the labour dispute committee can reclassify the relationship as employment, which brings the statutory protections back retroactively — leave claims, notice entitlements, termination rules. The tax authority can reassess how the relationship should have been taxed and claim the difference. And the cost of a dispute usually exceeds whatever the arrangement saved. To be clear once more: this is general information, not legal advice — if you are unsure how a specific relationship should be classified, that is exactly the question to put to an employment lawyer.

A practical self-check helps before signing. Who decides the working hours? Who provides the tools and workspace? Can the provider refuse individual tasks or send a substitute? Do they carry business risk and serve other clients? Is the fee tied to deliverables, or does it look like a monthly wage? If most answers point to control, integration, and dependence, draft a tööleping and accept the obligations that come with it. If they genuinely point to autonomy, a käsundusleping is defensible — and the written contract should then actually reflect that autonomy, not contradict it.

Both contract types sign cleanly electronically — but the signature level deserves a moment's thought. In Estonia, the familiar digiallkiri given with an ID-card, Mobile-ID, or Smart-ID at the qualified level is a qualified electronic signature (QES) under eIDAS, legally equivalent to a handwritten signature. Because an employment contract must as a rule be in writing, QES is the safest match for a tööleping. A mandate agreement, with no general form requirement, is more flexible: an advanced electronic signature (AES) backed by a national eID gives strong, identifiable, tamper-evident proof for most everyday engagements. Our guide to SES, AES, and QES walks through the levels in detail.

Rather than hunting for a käsunduslepingu näidis or töölepingu näidis file online and editing it in a word processor, treat the contract as a reusable template. A vetted template with clearly marked variable fields — parties, scope or duties, fee or wage, term, notice — means every new engagement starts from the same approved wording, and improvements flow into the next contract instead of getting lost in someone's downloads folder. In DokDesk, a template becomes a live contract in a click, and any back-and-forth happens as negotiation on one live version, not as attachments crossing in email.

Signing is the last step, and it should not require the counterparty to create an account. DokDesk sends the finished contract over a secure link, and the signer confirms with a national eID such as Smart-ID or Mobile-ID — DokDesk performs SES and AES signing today and is architecture-ready for QES; it does not itself issue qualified signatures. Every step lands in a court-ready evidence base: who signed, when, by what method, and proof the document has not changed since. Data stays in the EU under GDPR. For a new hire or a new consultant, the whole path — template, contract, signature, evidence — lives in one place.