Services Contract - Template, Sample Form to Fill out Pro · IE-law
✓ Valid in Ireland · drafted to comply with local law
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SERVICES AGREEMENT
BETWEEN
________
(hereinafter 'the Service Provider')
AND
________
(hereinafter 'the Client')
This Services Agreement (the "Agreement") is made on ________.
§1. DEFINITIONS AND INTERPRETATION
1.1. 'the Client' means ________, a company incorporated in Ireland under registered number ________, being the legal entity receiving the Services;
1.2. 'the Service Provider' means ________, a company incorporated in Ireland under registered number ________, being the legal entity supplying the Services;
1.3. 'the Parties' means the Client and the Service Provider, and 'Party' means either of them;
1.4. The 'Commencement Date' means ________;
1.5. 'Minimum Term' means ________ (________) days;
1.6. 'the Services' means the distinct list of services to be performed by the Service Provider in the course of this Agreement, as defined in the clause entitled "DESCRIPTION OF SERVICES";
1.7. Words importing the singular shall include the plural and vice versa; where the Service Provider and/or Client denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them;
1.8. This Agreement will be binding on and inure to the benefit of the Client's and the Service Provider's respective agents, successors, executors, administrators and, where permitted, their respective assignees;
1.9. Words importing one gender shall include all genders;
1.10. Any reference to Irish or European legislation, including Directives, Regulations, statutes or statutory instruments, shall include any amendment, extension, re-enactment or modification thereof in force from time to time.
§2. THE PARTIES
2.1. The Service Provider, ________, of the following registered address:
________
is in the business of supplying services, as described below.
2.2. The Client, ________, of the following registered address:
________
seeks to engage the Service Provider to perform the Services.
2.3. The Service Provider represents that it possesses the necessary skills, qualifications and experience to successfully perform the Services for which this Agreement is entered into.
2.4. The Service Provider agrees to provide those Services for the benefit of the Client in exchange for the consideration described below, in accordance with the terms and conditions of this Agreement.
2.5. Both Parties acknowledge this Agreement is a legally binding and enforceable contract representing their common intentions for the terms of engagement.
2.6. The Service Provider provides the Services in its capacity as an independent contractor. The Parties are entering into a relationship of 'Client–Service Provider'. Nothing in this Agreement, whether in its terms or the manner of its performance, shall be construed to establish a relationship of employment, partnership, agency or joint venture between the Parties.
2.7. While the Service Provider will endeavour to comply with all reasonable instructions and requests of the Client, the Service Provider is in business on its own account and shall work autonomously, having exclusive authority to determine its working hours, methods and procedures.
§3. DESCRIPTION OF SERVICES
3.1. The Service Provider agrees, in consideration of the terms and conditions of this Agreement, to perform for the Client the following services ('the Services'):
________
3.2. The Services will be performed at the following location:
________
3.3. In addition to the Services described, the Service Provider agrees to undertake any tasks, functions and duties which are natural ancillaries to the Services, where reasonably requested by the Client and where reasonable and practicable.
3.4. Should the Parties wish to expand the range of Services, this may be done by written agreement in the manner described below.
3.5. The Services shall be delivered according to the following schedule:
________
§4. DURATION
4.1. The term of this Agreement will commence on the Commencement Date, ________, and conclude upon the completion of the Services for which this Agreement was entered into.
4.2. The anticipated date of completion is: ________.
4.3. This Agreement will last an initial minimum period of ________ (________) days, referred to as the 'Minimum Term'.
4.4. While recognising that timelines for certain Services cannot be precisely fixed, the Service Provider will use all reasonable endeavours to furnish the Services within a reasonable timeframe without undue delay.
4.5. Any modification to this Agreement extending or renewing its term shall be executed in the manner defined below.
§5. CONSIDERATION FOR SERVICES RENDERED
5.1. The total consideration to be paid by the Client to the Service Provider in exchange for the Services is: ________ (________), exclusive of VAT where applicable.
5.2. Payment shall be delivered in equal instalments at the following frequency: ________, payable on each ________.
5.3. Each invoice shall be paid within ________ (________) days of receipt. In accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), the Service Provider shall be entitled to interest and compensation on overdue amounts.
§6. COSTS
6.1. All costs associated with the provision of the Services will be the exclusive responsibility of the Service Provider, unless otherwise agreed in writing by the Parties.
6.2. The Service Provider is exclusively liable for all VAT and other applicable taxes, levies and charges arising in respect of its provision of the Services, and shall account to the Revenue Commissioners accordingly.
§7. TIME IS OF THE ESSENCE
7.1. Time is of the essence in the performance of this Agreement. The dates and time periods for the performance of the Services must be observed; failure by either Party to meet these obligations will constitute a breach of this Agreement.
§8. OBLIGATIONS OF THE SERVICE PROVIDER
8.1. The Service Provider shall perform the Services with all due care, skill and diligence, and to the standard reasonably expected of a competent provider of services of a similar nature.
8.2. The Service Provider shall comply with all reasonable instructions and requests of the Client which are consistent with the terms of this Agreement and the nature of the Services.
8.3. The Service Provider shall ensure that all materials, equipment and personnel used in the performance of the Services are suitable, adequate and fit for the purpose intended.
8.4. The Service Provider shall comply with all applicable laws, regulations, statutory instruments and codes of practice relevant to the provision of the Services.
8.5. The Service Provider shall notify the Client without undue delay of any matter which may materially affect the performance of the Services or its ability to meet its obligations under this Agreement.
§9. HEALTH AND SAFETY OBLIGATIONS
9.1. In the performance of the Services, the Service Provider, in consultation with the Client, must take all reasonable and practicable measures to ensure the health and safety of the premises in which the Services are conducted.
9.2. The Service Provider must notify the Client of any health and safety hazards arising in connection with the performance of this Agreement and advise the Client of any measures to neutralise or limit the risk.
9.5. It is assumed that the Client will rely on any health or safety advice communicated by the Service Provider where it relates to its specific Services. Where the Service Provider does not wish to invite reliance on such advice, this should be explicitly stated and independent advice sought.
§10. CONFIDENTIALITY
10.1. The 'Disclosing Party' denotes the Party which, as a result of the performance of this Agreement, makes Confidential Information available to the other Party.
a. For the purposes of this Agreement, the Service Provider is designated the 'Disclosing Party'.
10.2. The 'Recipient Party' denotes the Party which, through the performance of this Agreement, is privy to or receives Confidential Information.
b. For the purposes of this Agreement, the Client is designated the 'Recipient Party'.
10.3. 'Confidential Information' refers to any information of a sensitive, proprietary or commercial nature, or information which is otherwise important in the conduct of the business of the Disclosing Party.
10.4. Confidential Information does not include:
a. information that is part of the public domain other than by breach of this Agreement;
b. information known to the Recipient Party prior to its disclosure;
c. information independently developed by the Recipient Party;
d. information acquired by the Recipient Party through legitimate means independent of the Disclosing Party.
10.5. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and to maintain it in the strictest confidence.
10.6. In particular, the Recipient Party shall:
a. refrain from using any Confidential Information for purposes other than that for which it was disclosed, unless otherwise authorised;
b. maintain Confidential Information in a safe and secure location, physical or electronic, and take necessary measures to avoid its unlawful acquisition by third parties;
c. return any Confidential Information in its possession at the request of the Disclosing Party, or upon expiry or termination of the Parties' relationship.
10.7. Nothing in this Agreement or its performance grants the Client any proprietary interest (trademark, copyright, patent or otherwise) or licence in the Confidential Information disclosed.
10.8. The Recipient Party accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Disclosing Party.
10.9. The obligations in this clause shall survive the termination of this Agreement and continue for a period of ________ years. The Parties should refer to the Non-Disclosure Agreement appended hereto for further specific terms.
§11. OWNERSHIP OF INTELLECTUAL PROPERTY
11.1. Intellectual property refers to any inventions, literary or artistic works, designs, symbols, logos, processes, methods, names and images used in commerce, including but not limited to copyrights, patents, design rights, database rights and trademarks.
a. Background Intellectual Property refers to any intellectual property owned by one of the Parties prior to entering into this Agreement, where its creation or acquisition was wholly unrelated to the performance of this Agreement.
b. New Intellectual Property refers to all data, databases, codes, reports, analyses, designs, inventions, methods, processes, images, commercial names, logos or other creations generated through the performance of this Agreement.
11.2. Background Intellectual Property shall remain in the exclusive ownership of the Party who created or acquired it prior to this Agreement.
11.3. Where use of Background Intellectual Property is required for the performance of this Agreement, the owning Party shall grant the other Party a non-exclusive licence to permit such use for the duration of this Agreement.
11.4. All copyrights, database rights, patents, trademarks and design rights deriving from New Intellectual Property created through the performance of this Agreement shall, upon creation and payment in full, vest in and be the exclusive property of the Client, and the Service Provider hereby assigns all such rights to the Client.
§12. DATA PROTECTION
12.1. Any personal data collected, controlled or processed through the performance of this Agreement shall be handled in accordance with Regulation (EU) 2016/679 (the General Data Protection Regulation), the Data Protection Acts 1988 to 2018 and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 336 of 2011).
12.2. The Parties shall:
a. only use personal data for the specific purposes for which it was provided;
b. refrain from collecting more data than is necessary for that purpose;
c. ensure the accuracy of data retained;
d. implement appropriate technical and organisational measures to prevent unlawful or unauthorised processing;
e. facilitate the exercise of data subject rights, including access; and
f. retain data only for as long as necessary for the purpose for which it was retained.
12.3. Where the Service Provider processes personal data on behalf of the Client, the Parties shall enter into a data processing agreement compliant with Article 28 GDPR. The Parties should refer to the Data Protection Policy appended hereto for further information.
§13. REPRESENTATIONS AND WARRANTIES
13.1. In compliance with Section 39 of the Sale of Goods and Supply of Services Act 1980, the Service Provider warrants that it has the necessary skills to render the Services, that the Services will be rendered with due care, skill and diligence, and that any materials used will be reasonably fit for the purpose intended.
13.2. In the event that any misrepresentation by the Service Provider results in loss to the Client, the Client is entitled to such remedies as are available under law, including damages.
13.3. The Service Provider represents and warrants that any goods supplied to the Client through the provision of the Services are of merchantable quality, fit for the purpose intended and free from all liens, encumbrances, liabilities and third party rights.
§14. LIABILITY AND INDEMNITY
14.1. Nothing in this Agreement shall exclude or limit either Party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.
14.2. Subject to clause 14.1, the total aggregate liability of the Service Provider arising under or in connection with this Agreement shall not exceed ________ (________).
14.3. The Service Provider shall maintain in force adequate insurance, including professional indemnity and public liability insurance, to a minimum level of ________ (________), and shall produce evidence thereof upon request.
§15. NON-EXCLUSIVITY
15.1. This Agreement is non-exclusive. Both Parties are entitled to solicit and engage in agreements with third parties in all matters, including in relation to the provision of services of the same character as those supplied by the Service Provider under this Agreement.
§16. ASSIGNMENT
16.1. Assignment in whole or in part of the interests, rights and obligations under this Agreement requires the prior written consent of both Parties.
16.2. A Party seeking to assign must serve notice on the other Party stating such intention and identifying a prospective assignee. The other Party may accept or reject the proposed assignment at its sole discretion, allowing 30 (thirty) calendar days from receipt of such notice to decide.
16.3. Upon assignment, the interests, rights and obligations enumerated herein will be binding upon, inure to the benefit of, and be enforceable by the designated assignees.
§17. PERFORMANCE
17.1. The Parties will use all reasonable endeavours to bring about the efficacious performance of this Agreement.
§18. FORCE MAJEURE
18.1. Neither Party will be deemed to be in breach of this Agreement for any delay or deficiency in performance which is a direct result of circumstances beyond its reasonable control. The affected Party must, as soon as reasonably practicable, inform the other Party of the nature of the force majeure event and the manner in which it is preventing performance.
§19. SEVERABILITY
19.1. If any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect in line with the Parties' intentions.
§20. TERMINATION OF AGREEMENT
20.1. This Agreement will terminate automatically upon the successful completion of the Services for which the Service Provider is engaged.
20.2. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies in the following circumstances:
a. by either Party, in the event of a breach of a fundamental term, where the non-breaching Party has furnished notice and the breaching Party fails to remedy the breach within ________ (________) calendar days;
b. by the Service Provider, in the event of non-payment for a period of 21 (twenty-one) days after payment falls due, where the Service Provider has provided the required invoice and subsequently provided notice of non-payment and 14 (fourteen) calendar days' written notice of termination;
c. by the Client, at any time following expiry of the Minimum Term, on furnishing ________ (________) days' notice of termination to the Service Provider;
d. by the Service Provider, at any time following expiry of the Minimum Term, on furnishing ________ (________) days' notice of termination to the Client;
e. by either Party where it becomes apparent that the other Party is unable to meet its financial obligations under this Agreement, as evidenced by:
(a) entering into compulsory or voluntary liquidation under the Companies Act 2014;
(b) entering into examinership under the Companies Act 2014;
(c) entering into receivership under the Companies Act 2014.
20.3. Where the Agreement is terminated in circumstances where the Service Provider has discharged its obligations in whole or in part and the Client has not discharged its corresponding obligations, the Client must provide commensurate consideration as agreed between the Parties.
20.4. Where the Agreement is terminated in circumstances where the Client has paid for Services not received, the Service Provider must return the monies paid or provide commensurate consideration as agreed between the Parties.
§21. MODIFICATIONS TO AGREEMENT
21.1. This Agreement may be modified by the written agreement of both the Service Provider and the Client.
21.2. The Party desiring a change should notify the other Party in writing indicating the proposed modification. The other Party may accept or reject it at its sole discretion, subject to the requirement that both Parties endeavour to act reasonably.
21.3. The Party not requesting the modification shall have 30 (thirty) days from receipt of notice to accept or reject the proposal.
21.4. If accepted, a written statement detailing the modification, its effective date and the respective rights and duties shall be drawn up, signed by both Parties and annexed to this Agreement.
21.5. If rejected, this Agreement shall subsist in its current form, and the rights and obligations of the Parties continue to have effect.
§22. DISPUTE RESOLUTION
22.1. Any dispute arising out of or relating to this Agreement or its performance shall, in the first instance, be attempted to be resolved informally by the Parties or their designated representatives.
22.2. An informal attempt at resolution shall follow this procedure:
a. the aggrieved Party shall furnish written notice expressing its grievance and a proposed fair and reasonable solution, and invite the other to negotiate;
b. the Parties or their representatives shall discuss and negotiate in good faith a proposed solution, using their best endeavours to reach a mutually satisfactory resolution;
c. the Parties shall make any necessary modifications or addenda to enact the agreed solution.
22.3. If informal attempts fail, or thirty days have elapsed since delivery of an invitation to negotiate, the Parties shall refer their dispute, in good faith, to mediation.
22.4. The alternative dispute resolution procedure favoured in the first instance is mediation, as defined under the Mediation Act 2017. The Parties shall engage in mediation in good faith with a view to reaching and signing an enforceable resolution agreement.
22.5. If mediation fails to deliver a satisfactory resolution, the Parties shall refer the dispute to arbitration in accordance with the Arbitration Act 2010. The Parties shall agree on the appointment of an independent arbitrator and shall accept the final award as binding.
22.6. In the final instance, the Parties submit to the exclusive jurisdiction of the courts of Ireland. For claims within its monetary jurisdiction, the aggrieved Party may refer the dispute to the Small Claims procedure of the District Court.
§23. NOTICES
23.1. All notices, requests and communications made in connection with this Agreement will be in writing and delivered to the addresses of the respective Parties below.
23.2. Communications to the Client should be sent to:
________
23.3. Communications to the Service Provider should be sent to:
________
23.4. All notices of termination or otherwise, and any communication with legal consequences, shall be sent by registered post.
23.5. All other correspondence concerning the day-to-day performance of this Agreement without direct legal consequences may be sent by email.
23.6. Communications will be deemed delivered and received:
(a) 2 (two) business days after sending by registered post;
(b) where delivered by hand and signed for by the recipient;
(c) where the email is sent during business hours, as soon as the email is sent;
(d) where the email is sent outside business hours, at the commencement of the next business hours.
Email address for the Service Provider:
________ email: ________
Email address for the Client:
________ email: ________
§24. ENTIRE AGREEMENT
24.1. This Agreement, together with its appendices, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations and agreements, whether written or oral, relating to its subject matter.
§25. THIRD PARTY RIGHTS
25.1. Save as expressly provided herein, this Agreement does not confer any rights on any person who is not a Party to it.
§26. GOVERNING LAW AND JURISDICTION
26.1. This Agreement is governed by and shall be construed in accordance with the laws of Ireland, and the Parties submit to the exclusive jurisdiction of the courts of Ireland.
§27. DECLARATION
27.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.
27.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.
_____________________________
________
Job Title: ________
signed on behalf of ________
'the Service Provider'
Date: ________
Witness Name: ________
Witness Signature: ________
__________________________
________
Job Title: ________
signed on behalf of ________
'the Client'
Date: ________
Witness Name: ________
Witness Signature: ________
Appendix "NON-DISCLOSURE AGREEMENT"
Appendix "DATA PROTECTION POLICY"
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