# SERVICE CONTRACT > **Disclaimer — not legal advice.** This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use **This Service Contract ("Agreement") is made on [EFFECTIVE DATE] between:** **Contractor:** [YOUR NAME / BUSINESS NAME], a [SOLE TRADER / LLC / LTD / OTHER] of [YOUR ADDRESS], email [YOUR EMAIL] (the "Contractor") **Client:** [CLIENT LEGAL ENTITY NAME], of [CLIENT REGISTERED ADDRESS], email [CLIENT BILLING EMAIL] (the "Client") each a "Party" and together the "Parties". **Purpose.** The Client engages the Contractor to provide [ONE-SENTENCE DESCRIPTION OF THE PROJECT — e.g. "brand identity design for the launch of [PRODUCT NAME]"]. This Agreement sets out the terms on which that work is delivered, approved and paid for. --- ## 1. Scope of services 1.1 The Contractor will deliver the following (the "Deliverables"): | # | Deliverable | Format / quantity | Due date | | --- | --- | --- | --- | | 1 | [DELIVERABLE 1] | [FORMAT, e.g. 3 source files + exports] | [DATE] | | 2 | [DELIVERABLE 2] | [FORMAT] | [DATE] | | 3 | [DELIVERABLE 3] | [FORMAT] | [DATE] | 1.2 Where a proposal or statement of work is attached as **Schedule A**, that document governs the detail of the Deliverables and is incorporated into this Agreement by reference. If Schedule A and this Agreement conflict, this Agreement prevails. 1.3 **Not included.** The following are expressly outside scope: [OUT-OF-SCOPE ITEM 1]; [OUT-OF-SCOPE ITEM 2]; and anything not listed in clause 1.1 or Schedule A. Additional work is handled as a change order under clause 3. 1.4 **Client responsibilities.** The Client will supply [ASSETS / ACCESS / BRAND FILES / CONTENT] by [DATE] and nominate one person — [CLIENT APPROVER NAME] — with authority to approve work. Dates in clause 1.1 move by one working day for each working day of delay caused by late materials, late feedback or late approvals. 1.5 **Term.** Work starts on [START DATE] (subject to clause 2.2) and the Deliverables are scheduled for completion by [COMPLETION DATE]. ## 2. Fees, deposit and payment terms 2.1 **Total fee.** The total fee for the Deliverables is **[CURRENCY] [TOTAL PROJECT FEE]**, exclusive of tax (see clause 2.7) and expenses (see clause 2.6). 2.2 **Deposit — no work begins until the deposit is paid.** A deposit of **[CURRENCY] [DEPOSIT AMOUNT] ([30]% of the total fee)** is invoiced on signature of this Agreement. The Contractor is not obliged to begin work, and the dates in clause 1.5 do not start running, until the deposit has cleared. The deposit is non-refundable except where this Agreement expressly requires a refund. 2.3 **Payment schedule.** | Milestone | Trigger | Amount | Invoice date | | --- | --- | --- | --- | | Deposit | Signature of this Agreement | [CURRENCY] [DEPOSIT AMOUNT] | [DATE] | | [MILESTONE 2 NAME] | [TRIGGER — e.g. delivery of concepts] | [CURRENCY] [AMOUNT] | [DATE] | | Final balance | Delivery of final Deliverables | [CURRENCY] [AMOUNT] | [DATE] | 2.4 **Invoice terms.** Invoices are payable **Net [14] days** from the invoice date by [BANK TRANSFER / CARD / PAYMENT LINK] to the account stated on the invoice. 2.5 **Late payment.** Overdue balances carry interest of **[1.5]% per month** (or the maximum permitted by law, if lower), accruing daily from the due date, plus a fixed administrative charge of **[CURRENCY] [LATE FEE]** per overdue invoice. If an invoice is more than **[15] business days** overdue the Contractor may suspend work and withhold Deliverables until the account is settled; time lost to suspension extends the dates in clause 1.5. 2.6 **Expenses.** Pre-approved third-party costs (stock licences, fonts, hosting, print, travel) are re-charged at cost. No single expense over **[CURRENCY] [EXPENSE APPROVAL THRESHOLD]** will be incurred without the Client's written approval. 2.7 **Taxes.** Fees are exclusive of [VAT / GST / SALES TAX], which is added where applicable at the prevailing rate. Each Party is responsible for its own tax filings. ## 3. Revisions and change orders 3.1 The fee includes **[2] rounds of revisions** per Deliverable. A "round" is a single consolidated set of written feedback returned within **[5] business days** of delivery. 3.2 Additional rounds, and feedback that reopens a Deliverable already approved in writing, are charged at **[CURRENCY] [ADDITIONAL ROUND FEE] per round** or **[CURRENCY] [HOURLY RATE] per hour**, at the Contractor's election. 3.3 **Change orders.** Any change to the scope in clause 1.1 requires a written change order signed by both Parties, stating the additional scope, the additional fee and the revised dates. The Contractor is not obliged to start changed work before the change order is signed. 3.4 **Deemed acceptance.** A Deliverable is deemed accepted if the Client does not provide written objections within **[7] calendar days** of delivery. This clause exists so that projects do not stall silently; it is not a waiver of clause 7.1. ## 4. Intellectual property 4.1 **Ownership before payment.** All Deliverables, including work in progress, remain the exclusive property of the Contractor until the final invoice for this Agreement is paid in full. 4.2 **Transfer on final payment.** On receipt of final payment, the Contractor assigns to the Client all right, title and interest in the final Deliverables listed in clause 1.1, for use worldwide and in perpetuity. 4.3 **Contractor background IP.** Tools, templates, source libraries, processes and know-how that the Contractor owned before this Agreement, or develops independently of it, remain the Contractor's property. The Client receives a non-exclusive, perpetual licence to use that background IP only as embedded in the Deliverables. 4.4 **Concepts not selected.** Drafts, concepts and routes not selected by the Client remain the Contractor's property and may be reused. 4.5 **Portfolio licence-back.** The Client grants the Contractor a non-exclusive, royalty-free licence to display the Deliverables and name the Client as a client in portfolios, case studies and marketing, from [PUBLIC LAUNCH DATE / IMMEDIATELY]. The Client may withhold this by deleting this clause before signature. 4.6 **Third-party assets.** Fonts, stock imagery, plugins and libraries are licensed to the Client under their own terms. Ongoing licence fees are the Client's responsibility. 4.7 **Client materials.** Materials supplied by the Client remain the Client's property. The Client warrants it holds the rights to everything it supplies and will cover the Contractor for any claim arising from those materials. ## 5. Confidentiality 5.1 Each Party will keep the other's confidential information private, use it only to perform this Agreement, and protect it with at least reasonable care. This obligation continues for **[2] years** after this Agreement ends. 5.2 Confidential information does not include information that is public through no fault of the receiving Party, was already known to it, is independently developed, or must be disclosed by law or court order (with notice to the other Party where lawful). ## 6. Termination and cancellation 6.1 **Termination for convenience.** Either Party may end this Agreement on **[15] business days'** written notice. 6.2 **Kill fee.** If the Client terminates, or suspends the project for more than **[30] consecutive days**, the Client pays: (a) the non-refundable deposit; (b) all work completed to the date of termination, pro-rated against the milestones in clause 2.3; and (c) any committed third-party costs already incurred. Together these are the "kill fee". 6.3 **Termination for breach.** Either Party may terminate immediately if the other commits a material breach and fails to fix it within **[10] business days** of written notice. Non-payment of an undisputed invoice is a material breach. 6.4 **Effect of termination.** On termination the Contractor issues a final invoice under clause 6.2. Once it is paid, the Contractor delivers all work completed to that date and clause 4.2 applies to it. Clauses 4, 5, 7, 8 and 9 survive termination. ## 7. Warranties and limitation of liability 7.1 The Contractor warrants that the Deliverables are its original work, do not knowingly infringe third-party rights, and will be performed with reasonable skill and care. The Contractor will correct defects reported in writing within **[30] days** of delivery at no charge. 7.2 Except for the warranty in clause 7.1, the Deliverables are provided "as is". The Contractor does not warrant any specific commercial outcome (sales, rankings, traffic or conversions). 7.3 **Liability cap.** Each Party's total liability under this Agreement is limited to the **total fees paid by the Client under this Agreement**. Neither Party is liable for indirect, incidental or consequential loss, including lost profits or lost data. Nothing in this clause limits liability that cannot be limited by law (including fraud, or death or personal injury caused by negligence). ## 8. Independent contractor status 8.1 The Contractor is an independent contractor, not an employee, partner or agent of the Client. The Contractor controls how and when the work is performed, supplies its own equipment, may work for others, and is responsible for its own taxes, insurance and benefits. 8.2 The Contractor may use subcontractors, and remains responsible for their work and for binding them to clause 5. ## 9. Dispute resolution and governing law 9.1 **Talk first.** Before starting any formal proceedings, the Parties will attempt to resolve the dispute in good faith, in writing and then by a call between decision-makers, over a period of **[30] days**. 9.2 **Mediation (optional — delete if not used).** If negotiation fails, the Parties will attempt mediation with a mutually agreed mediator, sharing the mediator's costs equally, before litigating. 9.3 **Governing law.** This Agreement is governed by the laws of [GOVERNING LAW — e.g. England and Wales / State of [STATE], USA], and the courts of [JURISDICTION / VENUE] have exclusive jurisdiction. 9.4 Clause 9.1 does not prevent either Party from seeking urgent injunctive relief, or the Contractor from pursuing an undisputed unpaid invoice through a debt-recovery or small-claims process. ## 10. Miscellaneous 10.1 **Force majeure.** Neither Party is liable for delay caused by events beyond its reasonable control (natural disaster, war, epidemic, utility or major platform outage). The affected Party will notify the other promptly and the dates move accordingly. 10.2 **Severability.** If any clause is held unenforceable, the rest of the Agreement stays in force and the clause is read down to the minimum extent needed to make it valid. 10.3 **Entire agreement.** This Agreement, plus Schedule A and any signed change orders, is the whole agreement between the Parties and replaces all prior discussions, quotes and emails. 10.4 **Amendments.** Any change must be in writing and signed by both Parties. Email confirmation from both Parties counts as writing. 10.5 **Notices.** Notices are sent to the email addresses on page one and are deemed received on the next business day. 10.6 **Assignment.** Neither Party may assign this Agreement without the other's written consent, except to a successor of substantially all of its business. 10.7 **No waiver.** Not enforcing a right on one occasion does not waive it. 10.8 **Counterparts and e-signature.** This Agreement may be signed in counterparts and by electronic signature, each of which is an original. --- ## Signatures **Agreed and accepted by the Parties as of the Effective Date above.** | Contractor | Client | | --- | --- | | Signature: ____________________________ | Signature: ____________________________ | | Name: [YOUR NAME] | Name: [CLIENT SIGNATORY NAME] | | Title: [YOUR TITLE] | Title: [CLIENT SIGNATORY TITLE] | | Entity: [YOUR BUSINESS NAME] | Entity: [CLIENT LEGAL ENTITY NAME] | | Date: [DATE] | Date: [DATE] | --- ### Schedule A — scope detail (attach or delete) Attach the signed proposal or statement of work here. If you are not attaching one, delete this schedule and rely on clause 1.1. --- ### How to use this template 1. Replace every [BRACKETED PLACEHOLDER]. Search for "[" before sending — a stray placeholder is the fastest way to look unprofessional. 2. Set your own standard numbers once (deposit %, revision rounds, Net terms, late-fee rate, notice periods) and reuse them on every project. 3. Delete clauses you do not use (4.5 portfolio licence, 9.2 mediation, Schedule A) rather than leaving them blank. 4. Send the deposit invoice in the same message as the contract — signature and deposit in one session is the single biggest predictor of getting paid on time. 5. Have a lawyer review your filled-in version once for your jurisdiction, then reuse it freely. *Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.*