Service Agreement
This agreement is made on [date] between [Your company], [address], [registration or tax number if any] (“Provider”), and [Client company], [address] (“Client”).
1. Services
Provider will perform the services described in each statement of work (“SOW”) signed by both parties. Each SOW forms part of this agreement. Provider decides how the services are performed and is not the Client’s employee.
2. Fees and payment
Client will pay the fees set out in each SOW. Unless the SOW says otherwise, Provider will invoice [in advance / on milestones / monthly], and invoices are due within [14] days. Fees exclude [VAT / GST / sales tax], which Client will pay where it applies.
If an invoice is not paid on time, Provider may charge interest at [rate, e.g. 1.5% per month / the statutory rate] from the due date and may pause the services after giving [7] days’ written notice.
3. Expenses
Client will reimburse reasonable expenses approved in advance in writing, at cost.
4. Client responsibilities
Client will provide the information, materials, access and feedback described in each SOW on time. Provider is not responsible for delays caused by late or incomplete input.
5. Changes
Changes to the scope must be agreed in writing, including any effect on fees and timeline, before work on them begins.
6. Intellectual property
When Client has paid all fees for a deliverable, Provider assigns to Client the rights in that final deliverable. Provider keeps ownership of its pre-existing materials, tools, templates and know-how, and grants Client a non-exclusive licence to use any of them included in the deliverables. Provider may show the work in its portfolio unless Client asks it not to in writing.
7. Confidentiality
Each party will keep the other’s confidential information private and use it only for this agreement, during the agreement and for [2] years after. This does not apply to information that is public, already known or required to be disclosed by law.
8. Data protection
If Provider processes personal data for Client, both parties will comply with the data protection laws that apply to them, and will sign a data processing agreement where the law requires one.
9. Warranties
Provider will perform the services with reasonable skill and care. Provider does not guarantee specific business results, such as rankings, sales or revenue.
10. Liability
Neither party is liable for indirect or consequential losses, or for lost profits. Each party’s total liability under this agreement is limited to the fees paid or payable in the [12] months before the claim. Nothing limits liability that cannot be limited by law.
11. Term and termination
This agreement starts on the date above and continues until ended. Either party may end it with [30] days’ written notice. Either party may end it immediately if the other materially breaches it and does not fix the breach within [14] days of notice. On termination, Client will pay for all work done up to the termination date.
12. General
This agreement and its SOWs are the entire agreement between the parties. Changes must be in writing and signed by both. Neither party may transfer it without the other’s consent. This agreement is governed by the laws of [country / state], and the courts of [place] have jurisdiction.
Signatures
For Provider: ____________________ Name: __________ Title: __________ Date: __________
For Client: ____________________ Name: __________ Title: __________ Date: __________