What to include in a service agreement

1. The parties

Use each party's full legal name. For a limited company, that is the name registered at Companies House, ideally with the company number, rather than a trading name. Check the person agreeing has authority to act for the business.

2. The services and deliverables

Describe what will be provided in specific, checkable terms: tasks, deliverables, quantities and standards. Say what is excluded as well as what is included — exclusions prevent many disputes. If the services will be described in a separate document, make sure it is attached or clearly referenced.

3. Timing

Set out start dates, deadlines or milestones, and say what happens if either side causes delay — for example, if the client is late providing information. If no time is agreed, the law will generally imply that the service will be carried out within a reasonable time, which is harder to measure.

4. Price and payment

State the price or how it is calculated (fixed fee, day rate, per unit), whether it includes VAT, how expenses are handled, when invoices are issued and when payment is due. Our guide to agreeing payment terms in writing covers this in more detail.

5. Changes to the work

Explain how changes are requested and approved, and how they affect price and timing. A simple rule — changes must be agreed in writing before work starts — avoids arguments about whether extra work was authorised.

6. Intellectual property

If the work produces designs, content, software or other material, say who owns it and when ownership transfers, or whether the client receives a licence instead. Without an express term, the position can be unclear, and in many cases the creator or their employer keeps ownership of the copyright. An assignment of copyright must be in writing and signed by the person assigning it.

7. Confidentiality

If either side will share sensitive information, include confidentiality obligations or sign a separate NDA.

8. Liability

Many service agreements limit each party's liability, for example to the fees paid. Limits on liability are subject to legal controls: under the Unfair Contract Terms Act 1977, a business cannot exclude or restrict liability for death or personal injury caused by negligence, and other exclusions must generally be reasonable. This is an area where taking advice is worthwhile for larger contracts.

9. Ending the agreement

Say how long the agreement lasts, how either side can end it (including notice periods), and what happens on termination — such as payment for work done to date and return of materials. For one-off jobs, include cancellation terms.

10. Governing law and disputes

State which country's law applies and how disputes will be handled — for example, by first trying to resolve them through discussion before going to court.

Turning a conversation into a service agreement

Many of these terms are often discussed in emails or chats before anything is written down. OfClause can review the pasted conversation, show which of the terms were agreed, flag what is missing, and draft a plain agreement record from the terms you confirm. It does not add terms that were not agreed, so use this checklist to spot gaps before you finalise.

Keeping it readable

A service agreement is only useful if both sides understand it. Use plain language, define important words once, and keep the schedule of services separate from the general terms so it can be updated for each job. Avoid copying clauses from a template without checking that they fit the work; a clause about software licences has no place in a cleaning contract, and unnecessary clauses make the important ones harder to find.

Finally, make sure both parties sign the same final version, and keep a copy where you can find it.