Service agreement in Argentina: Template, Key Clauses and Local Law (2026)

What a service agreement is in Argentina A service agreement in Argentina is a civil or commercial contract under which one party provides a service to another for payment, without an employment relationship. It is governed by the Civil and Commercial Code (Codigo Civil y Comercial, Law 26.994), which regulates the contract of services and works (locacion de servicios y de obra) in Articles 1251 and following. The Code describes it as a contract where a person, acting independently, agrees to carry out a work or provide a service for another in return for payment. Crucially, the Code itself says that services provided under a relationship of dependence are governed by labour law instead, which sets up the central tension of this contract type in Argentina. ## Service or work: means or result The Code distinguishes two related contracts. In a contract of works (obra) the contractor promises a specific result and carries an objective responsibility for delivering it. In a contract of services (servicios) the provider generally promises to apply diligence and skill, an obligation of means, unless a specific result was agreed. Decide which you are signing, because it changes what counts as performance and where the risk sits if the outcome disappoints. ## The reclassification risk This is the point that dominates Argentine practice. Under Article 23 of the Ley de Contrato de Trabajo, the provision of personal services presumes an employment contract, and the primacy-of-reality principle means a court looks at how the relationship actually operates. If an individual provider works under the client's direction, with set hours, economic dependence, and integration into the client's organisation (the doctrine of triple subordination: technical, economic, and legal), the service agreement can be reclassified as employment, with back pay, severance, and penalties. The risk is higher when the provider is a single individual and lower when the counterparty is a company, even a one-person company. The 2024 Ley Bases reform expressly placed works, services, and agency contracts under the Civil and Commercial Code rather than the LCT, but it did not switch off the primacy-of-reality principle, so substance still governs. ## The clauses that matter Scope and deliverables. Describe the service or result precisely, with milestones and acceptance criteria. For a works contract, define the result; for a services contract, define the standard of diligence. Fees and payment. State the fee, currency (and any adjustment, given Argentine inflation), invoicing, and payment terms. The provider issues its own invoices and is responsible for its own tax and social-security position. Independence. State that the provider is independent, controls its own method and hours, may serve other clients, and is not an employee. This supports but does not alone decide the classification. Intellectual property and confidentiality. State who owns the deliverables and protect information shared during the engagement. Term and termination. Set the term, renewal, grounds and notice for termination, and the treatment of work in progress and final payment. Governing law and forum. For a service connected to Argentina, Argentine law and an Argentine court or arbitration keep enforcement practical. ## Sample wording > The Provider is engaged under a contract of services under the Civil and Commercial Code and is not an employee of the Client. The Provider acts independently, determines the manner and means of performing the Services, may provide services to others, and is responsible for its own taxes and social-security contributions. > In consideration of the Services the Client shall pay the fees in Schedule 1 against the Provider's valid invoices, within [number] days. The Provider confirms it is registered for tax as required and shall issue invoices accordingly. Adapt these to your engagement and confirm the current law; they are a starting point, not legal advice. ## Red flags to avoid Watch for an individual provider working set hours under the client's direction, which invites reclassification as employment. Watch for a single client who is the provider's only source of income over a long period, a classic marker of disguised employment. Watch for silence on intellectual property, which can leave the client without ownership of deliverables. And watch for treating a result-based works contract as a diligence-based services contract or the reverse, which changes who bears the risk of a poor outcome. ## Invoicing, tax, and payment in practice A service provider in Argentina issues its own invoices (facturas) and is responsible for its own tax position, which for many individual providers means registering under the simplified monotributo regime or, above its thresholds, in the general regime with VAT (IVA) and income tax. The contract should state that the provider is registered and will invoice correctly, because a client that pays without a valid invoice creates problems for both sides. Given persistent inflation, think carefully about the currency and any adjustment mechanism for fees over a longer engagement, and about the timing of payment against each invoice. Spelling out invoicing, tax responsibility, and the fee-adjustment basis up front avoids the most common payment disputes in Argentine service relationships. ## Acceptance and change control Two clauses prevent most mid-project disputes. An acceptance clause states how deliverables are tested and signed off against agreed criteria, with a window for the client to accept or reject, so completion is objective. A change-control clause requires any change to scope, fee, or timeline to be agreed in writing before the provider acts on it, which stops informal requests expanding the work without extra payment. Together they keep the engagement bounded and the fee defensible. ## Keeping service contracts consistent A company typically runs many service and works contracts at once, with different providers on different templates, each with its own scope, fees, and renewal date. The practical difficulty is keeping the set consistent and defensible, and knowing which contract is up for renewal and which terms were actually agreed, so that classification and performance risk stay under control across the whole portfolio. That is the idea behind a single contract workspace. Adira brings drafting, a per-clause risk view, version history, and key-date tracking into one place, tuned to how your company contracts, so service agreements are drafted, reviewed, and tracked together rather than scattered across tools. Adira is India-first today, with other jurisdictions on its roadmap, so Argentina-specific depth should be treated as developing, and local tax and reclassification points confirmed with Argentine counsel. This article is general information, not legal advice. For a specific service agreement in Argentina, confirm the current Civil and Commercial Code position and reclassification risk with a qualified Argentine lawyer.