Free Service Agreement Template UK
Download in seconds. No signup.
A legally grounded UK service agreement for B2B engagements. All 10 clauses covered: implied terms of reasonable care and skill (Supply of Goods and Services Act 1982 s.13), IP assignment on full payment (CDPA 1988 s.90), late payment interest and fixed compensation (Late Payment of Commercial Debts (Interest) Act 1998), UK GDPR Art.28 data processor clause with Data (Use and Access) Act 2025 updates, and UCTA 1977-compliant liability cap. Updated June 2026.
Document Info
Live Editor — Service Agreement (UK)
Service Agreement (UK)
Effective date: enter start date above
1. Agreement Parties
Service Provider: Provider name, Provider address. Email: [email protected].
Client: Client name, Client address. Email: [email protected].
2. Services & Deliverables
The Provider agrees to supply services for: engagement title, commencing start date and concluding end date / until terminated.
Services: services description.
The Provider shall perform all Services with reasonable care and skill (Supply of Goods and Services Act 1982, s.13). Where timescales are not specified, Services shall be provided within a reasonable time (SGSA 1982, s.14). Any material change to scope requires a written variation signed by both parties.
3. Fees, Invoicing & VAT
Fee: GBP (£) amount (Fixed project fee).
Payment terms: 30 days from invoice date. The Provider will submit invoices at agreed intervals or on completion of deliverables. Time of payment is of the essence.
If the Provider is VAT-registered (threshold: £90,000 per rolling 12-month period, HMRC 2026/27), VAT at the prevailing rate (currently 20%) will be added to all invoices. The Provider shall display their VAT registration number on all invoices.
4. Late Payment (Late Payment of Commercial Debts (Interest) Act 1998)
Invoices unpaid after the due date carry statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate on the overdue sum, together with the applicable fixed debt recovery charge (£40 for debts under £1,000; £70 for £1,000–£9,999; £100 for £10,000 or more). The Provider reserves the right to suspend all Services until outstanding sums are paid in full. The UK Government's Small Business Protections Bill (first Lords reading 19 May 2026) will introduce a mandatory 60-day payment cap — this Agreement already complies.
5. Intellectual Property (CDPA 1988)
By operation of s.11 of the Copyright, Designs and Patents Act 1988, all intellectual property rights in deliverables created by the Provider vest in the Provider upon creation.
Upon receipt of all fees due under this Agreement, the Provider assigns to the Client with full title guarantee all right, title, and interest (including copyright, design rights, and database rights) in all deliverables specifically created for the Client, by way of present and future assignment under CDPA 1988 s.90. This assignment is in writing and takes effect as part of this Agreement.
Background IP: The Provider retains all pre-existing IP, tools, methodologies, and know-how. The Client receives a royalty-free, non-exclusive licence to use Background IP solely as embedded in or required to use the deliverables. No Background IP transfers to the Client.
6. Confidentiality
Each party shall keep the other's Confidential Information strictly confidential during and for 2 years after termination of this Agreement. Confidential Information means all non-public business, technical, financial, and commercial information. Exceptions: information already in the public domain (other than through the receiving party's breach), required by law or court order, or independently developed without use of the other party's information.
7. Data Protection (UK GDPR & Data (Use and Access) Act 2025)
To the extent the Provider processes personal data on behalf of the Client, the Provider acts as a data processor under Article 28 UK GDPR and shall: (i) process personal data only on the Client's documented instructions; (ii) implement appropriate technical and organisational security measures; (iii) not transfer personal data outside the UK without appropriate safeguards (UK IDTA or equivalent); (iv) comply with the Data (Use and Access) Act 2025, including the updated adequacy standard for international transfers ("not materially lower" than UK GDPR) and ICO complaint handling requirements (acknowledge within 30 days).
8. Independent Status
The Provider is an independent service provider — not an employee, worker, or agent of the Client. Each party is responsible for its own income tax, National Insurance Contributions, and VAT obligations arising from this Agreement. This Agreement does not create a partnership, joint venture, or employment relationship between the parties.
9. Termination
For convenience: Either party may terminate this Agreement on 30 days written notice.
For cause: Either party may terminate immediately on written notice if the other materially breaches this Agreement and fails to remedy that breach within 14 days of written notice specifying the breach.
Insolvency: Either party may terminate immediately if the other becomes insolvent, makes a voluntary arrangement with creditors, or enters administration or liquidation.
On termination: the Client shall pay for all Services satisfactorily completed to the termination date; the Provider shall deliver all deliverables, Client materials, and data. Clauses 5 (IP), 6 (Confidentiality), 7 (Data Protection), and 10 (Liability) survive termination.
10. Warranties, Limitation of Liability & Governing Law
The Provider warrants that Services will be performed with reasonable care and skill (SGSA 1982 s.13) and that deliverables are original and do not infringe any third-party intellectual property rights. The Client warrants that all Client-supplied materials are owned or properly licensed and the Client has authority to enter this Agreement.
Liability cap (UCTA 1977): Each party's aggregate liability is limited to fees paid or payable under this Agreement in the three months preceding the claim. Neither party is liable for indirect, consequential, special loss, loss of profit, or loss of data. Nothing in this clause limits liability for: (i) death or personal injury caused by negligence (void under UCTA 1977 s.2(1)); (ii) fraud or fraudulent misrepresentation.
Governing law: England and Wales. The courts of England and Wales shall have exclusive jurisdiction. Any dispute shall first be referred to 30 days of good-faith negotiation, then mediation (CEDR or equivalent), before formal proceedings.
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations. Amendments are valid only if in writing and signed by both parties. If any provision is held invalid or unenforceable, the remainder continues in full force.
Service Provider
Signature
Print name: _______________
Date: _________________
Client
Signature
Print name: _______________
Date: _________________
Template Preview
Service Agreement (UK)
Example — fill in the Live Editor above to personalise your agreement
1. Agreement Parties
Service Provider: [Business Name], [Provider Name], [Address]. Email: [[email protected]]. Companies House No. [XXXXXXXX]. VAT Reg. No. [GB123456789].
Client: [Client Name] (Companies House No. [XXXXXXXX]), [Client Address]. Email: [[email protected]].
2. Services & Deliverables
Services for: [Engagement Title], commencing [Start Date] and concluding [End Date]. Services: [Services Description]. Performed with reasonable care and skill (SGSA 1982, s.13). Material changes require written variation.
4. Late Payment (Late Payment of Commercial Debts (Interest) Act 1998)
Statutory interest: 8% above Bank of England base rate + fixed recovery: £40 (under £1,000) / £70 (£1,000–£9,999) / £100 (£10,000+). Provider may suspend Services until paid. Small Business Protections Bill 2026: mandatory 60-day payment cap incoming.
10. Governing Law & Liability
Governed by: [England and Wales / Scotland / Northern Ireland]. Liability cap: fees paid in 3 months before claim (UCTA 1977 reasonableness test). Nothing limits liability for death, personal injury (UCTA 1977 s.2(1) — void by statute), or fraud. Entire agreement. Amendments in writing.
What's Included
How to Use This Template
Frequently Asked Questions
A UK service agreement is a legally binding B2B contract between a service provider and a client setting out what services will be delivered, the fee, payment terms, who owns the intellectual property, and what happens if things go wrong. Under the Supply of Goods and Services Act 1982 (s.13), a provider must perform services with reasonable care and skill — a written agreement makes the agreed standard explicit and provides clear evidence if disputed. Where no timescale is fixed, s.14 implies a reasonable time obligation.
A contract of service is an employment contract — the individual is an employee entitled to unfair dismissal protection, holiday pay, statutory sick pay, and employer NIC contributions. A contract for services is a commercial B2B arrangement — the provider is a business or self-employed professional who invoices for work and handles their own tax. UK courts apply three tests to determine the true nature of the relationship: control (who decides how work is performed), mutuality of obligation (whether ongoing work must be offered and accepted), and substitution (whether the provider can send a qualified replacement). The label on the document alone does not determine status.
A written agreement is not strictly required for most B2B service contracts under English or Scots law, but it is strongly recommended. Without one, you rely solely on implied terms under the Supply of Goods and Services Act 1982, and any dispute about scope, fee, or IP ownership must be resolved by a court determining what the parties' common intention was — an expensive process. A written agreement is essential if personal data is processed (UK GDPR Article 28 requires a written data processing agreement) or if the client wants to own the intellectual property in deliverables (CDPA 1988 s.90 requires a signed written assignment).
Under the Late Payment of Commercial Debts (Interest) Act 1998, you can charge statutory interest at 8% above the Bank of England base rate on overdue B2B invoices — approximately 13.25% per annum as of mid-2026. You can also claim fixed debt recovery compensation: £40 for debts under £1,000, £70 for £1,000–£9,999, and £100 for £10,000 or more. You may also suspend services until the debt is cleared. The UK Government's Small Business Protections Bill (first Lords reading 19 May 2026) will cap standard payment terms at 60 days and make statutory interest mandatory — parties will no longer be able to contract out of it once enacted, expected from late 2026 or early 2027.
Under the Copyright, Designs and Patents Act 1988 (s.11), the service provider is the automatic first owner of all copyright in work they create as an independent contractor — even if the client paid for it. This is the opposite of the employment rule, where the employer owns work created in the course of employment. To transfer ownership to the client, the agreement must include an explicit written IP assignment signed by the provider (CDPA s.90). Without this clause, the client receives only a licence to use the work, not copyright ownership. This template includes a conditional IP assignment that takes effect on receipt of full payment, with a Background IP carve-out protecting the provider's pre-existing tools and methodologies.
Where the service provider processes personal data on behalf of the client, UK GDPR Article 28 requires a written data processing agreement covering: processing only on the client's documented instructions, appropriate technical and organisational security measures, restrictions on sub-processing without consent, assistance with data subject rights requests, and deletion or return of data on contract end. The Data (Use and Access) Act 2025 (in force from 5 February 2026) introduced the "recognised legitimate interests" lawful basis and updated the UK adequacy test for international transfers — destination country protections must now be "not materially lower" than UK GDPR standards. The ICO also requires organisations to acknowledge data complaints within 30 days of receipt.
Related Templates
Independent Contractor Agreement UK
IR35 2026 thresholds, CDPA 1988 IP assignment, Late Payment Act 1998
NDA Template UK
Non-disclosure agreement governed by English, Scots, or NI law
Freelance Contract Template UK
IR35, CDPA 1988, Late Payment Act 1998, UK GDPR + DUAA 2025
Photography Contract Template UK
CDPA 1988 s.35(5), UK GDPR + DUA 2025, Late Payment Act 1998