Contract for Services
CONTRACT FOR SERVICES
This Contract for Services (“Contract”) is entered into on [Date], by and between:
Client:
[Client’s Full Name or Company Name]
[Client’s Address]
[Client’s Contact Information]
(“the Client”)
Service Provider:
[Full Name or Company Name of Service Provider]
[Business Address]
[Contact Information]
(“the Service Provider”)
1. Scope of Services
The Service Provider agrees to deliver the following services to the Client:
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[Description of Service 1]
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[Description of Service 2]
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[Description of Service 3]
Services will be delivered independently and in accordance with good professional standards. Nothing in this Contract shall render the Service Provider an employee, worker, or agent of the Client.
2. Term
This Contract will commence on [Start Date] and continue until [End Date] or completion of the services, unless terminated earlier in accordance with clause 10.
3. Fees and Payment
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Fee Structure: [e.g. Hourly Rate / Fixed Project Fee / Retainer Basis]
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Payment Terms: Invoices will be submitted [weekly/monthly/upon completion] and are payable within [X] days of receipt.
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Expenses: The Client will reimburse pre-agreed, reasonable expenses incurred by the Service Provider in delivering the services.
4. Confidentiality
4.1 Definition
The Service Provider may be exposed to confidential or sensitive information relating to the Client’s business, including but not limited to operations, employees, finances, trade secrets, and other proprietary information (“Confidential Information”).
4.2 Obligations
The Service Provider shall:
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Keep all Confidential Information strictly confidential;
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Not disclose, use or reproduce such information except for the purpose of delivering services under this Contract;
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Implement appropriate security measures to safeguard the Confidential Information;
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Return or destroy all Confidential Information at the end of the Contract or upon request.
4.3 Exceptions
These obligations shall not apply to information that is:
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Already lawfully in the Service Provider’s possession;
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Publicly known through no breach by the Service Provider;
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Disclosed by a third party lawfully entitled to do so;
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Required to be disclosed by law or regulation, with notice to the Client (where permitted).
4.4 Non-Solicitation
The Service Provider agrees not to solicit or employ any of the Client’s staff or contractors for a period of [12] months following the end of this Contract without prior written consent.
5. Data Protection
If the Service Provider processes personal data on behalf of the Client, they agree to:
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Comply with the UK GDPR and the Data Protection Act 2018;
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Process data only on documented instructions from the Client;
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Maintain appropriate technical and organisational measures to protect personal data;
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Assist with data subject requests, breaches, and compliance as necessary;
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Delete or return all personal data upon contract termination, as instructed by the Client.
The Service Provider agrees to indemnify the Client for any breach of data protection laws resulting from their actions.
6. Intellectual Property
Unless otherwise agreed in writing, all intellectual property rights in deliverables produced as part of the services shall belong to the Client upon full payment. The Service Provider assigns (or agrees to assign) any such rights to the Client as necessary.
7. Status of the Service Provider
The Service Provider is an independent contractor and is responsible for their own tax, insurance, and legal obligations. Nothing in this Contract shall be construed as creating an employment or agency relationship.
7.1. Use of Umbrella Companies
If the Service Provider engages individuals to perform the services under this Contract via an umbrella company, it is agreed that such individuals remain under the employment or contractual arrangement of that umbrella company and not the Client. The Service Provider is fully responsible for ensuring that any such arrangements are lawful and compliant with applicable employment, tax, and payroll legislation.
The Service Provider shall remain liable for all acts or omissions of any such workers or umbrella companies and must ensure they comply with all relevant obligations in this Contract, including confidentiality, data protection, and professional standards.
8. Legal Compliance
The Service Provider shall comply with all applicable laws, regulations, and codes of practice in performing the services.
9. Indemnity and Liability
9.1 Indemnity
The Service Provider agrees to indemnify and hold harmless the Client against any claim, cost, or liability arising from:
9.2 Limitation of Liability
Except in cases of fraud, gross negligence, or data protection breaches, the Service Provider’s total liability shall not exceed the total fees paid under this Contract.
10. Termination
Either party may terminate this Contract by giving written notice. The Service Provider shall give [30 days’] notice; the Client shall give [60 days’] notice. The Client shall pay for services delivered up to the date of termination.
11. Governing Law and Jurisdiction
This Contract shall be governed by the laws of England and Wales. Any disputes shall be resolved in the courts of England and Wales.
12. Entire Agreement
This Contract constitutes the full agreement between the parties and supersedes any prior understanding or representation.
13. Amendments
Any changes to this Contract must be agreed in writing and signed by both parties.
14. Notices
All formal notices under this Contract shall be sent to the addresses listed above, or to such other addresses as may be notified in writing.
15. Subcontracting
[Option A – Subcontracting Allowed with Consent:]
The Service Provider may not subcontract any part of the services without the Client’s prior written consent. Where such consent is granted, the Service Provider remains fully responsible for the performance of the services and compliance with the terms of this Contract, including confidentiality, data protection, and quality standards. The Service Provider shall ensure that any subcontractor is bound by written obligations no less protective than those set out in this Contract.
[Option B – Subcontracting Not Permitted:]
The Service Provider shall not subcontract, assign, or delegate any part of the services or obligations under this Contract to any third party without the prior written agreement of the Client. Any unauthorised subcontracting shall constitute a material breach of this Contract.
Signed by the Parties:
Client:
Name: ___________________________
Signature: ________________________
Date: ____________________________
Service Provider:
Name: ___________________________
Signature: ________________________
Date: ____________________________
