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

The short answer A service agreement in Romania is a business-to-business contract where an independent provider supplies services to a client for a fee. It rests on the Civil Code (Law no. 287/2009) and freedom of contract, often taking the shape of a contract for services or a contract of enterprise (contract de antrepriza) where a defined result is owed. Independent providers usually operate as an authorised natural person (persoana fizica autorizata, or PFA) or through a company (SRL). The two things a good service agreement must get right are a clear scope with clean commercial terms, and a genuinely independent arrangement, because Romanian tax law tests whether an activity is truly independent and can recharacterise a disguised employment relationship. ## What law governs the contract The Civil Code supplies the general rules on contracts and the specific rules on service and enterprise contracts, including performance, acceptance of a result, liability and termination. The Fiscal Code (Law no. 227/2015) sets out criteria for whether an activity is independent, which matters because a provider who is really a disguised employee can be re-taxed as one. Providers must be properly registered (as a PFA or a company) and handle their own tax and invoicing, with VAT where applicable. ## Independent activity, not disguised employment Romanian tax law lists criteria that point to a genuinely independent activity, such as freedom to choose the place and way of working and the working hours, the risk of the business resting on the provider, work for more than one client, and the provider using their own assets. A service agreement should be consistent with these: describe an assignment and its outcomes, leave the provider free to organise the work, and avoid terms that look like employment, such as fixed hours, close supervision and exclusivity. ## The clauses that matter most Scope and deliverables. Describe the services and, where a result is owed, the deliverable and how it is accepted. Clear acceptance avoids disputes over whether the work is complete. Fees and payment. Set the fee, whether VAT applies, the invoicing schedule and the payment deadline, with interest on late payment for commercial debts. Liability. Agree a liability cap where appropriate; Romanian law limits excluding liability for intent and gross fault. Intellectual property. Assign or licence any deliverables expressly, because rights do not pass automatically, and address pre-existing materials. Confidentiality. Protect exchanged information. Trade secrets are protected by the law on unfair competition (Law no. 11/1991) and by the ordinance that transposes the EU Trade Secrets Directive, so a clear confidentiality clause both binds the provider and supports the reasonable measures the law expects. Term and termination. Set the duration, renewal, notice and the position on fees and work in progress on termination. ## A simple template outline A sound Romanian service agreement runs in this order: parties, with the provider's registration (PFA or company) and tax details; recitals describing an independent assignment; scope and, where relevant, deliverables and acceptance; fees, VAT and payment; the provider's independence and own responsibility for tax; liability; intellectual property; confidentiality and data protection; term and termination; and governing law and jurisdiction, usually Romania, with the contract in Romanian or bilingual. ## Common mistakes and red flags The sharpest risk is a service arrangement that is really disguised employment: fixed hours, close supervision, a single client and exclusivity all point away from independence and can trigger recharacterisation and back tax. Other common failures are a vague scope that makes acceptance contentious, silence on intellectual property that leaves the client without rights in the deliverables, no liability cap leaving exposure open-ended, and forgetting to address VAT and the provider's registration status. A precise scope, genuine independence and clean commercial terms keep the agreement doing its job. ## PFA or company, and the tax question behind the choice The structure the provider uses shapes the whole arrangement, so it is worth understanding the options behind a Romanian service agreement. An authorised natural person (PFA) is quick to set up and simple to run, and suits a solo provider, but it mixes the individual and the business and carries personal exposure. A limited company (SRL) separates the business from the owner, can access the micro-enterprise tax regime in defined conditions, and is often preferred as income grows or when liability needs ring-fencing. The client does not choose this, but the contract should record which vehicle is contracting and its registration and tax details. The tax treatment is also what gives the disguised-employment question its teeth. If the authorities conclude that a PFA is really a dependent employee, the income can be re-taxed under the heavier employment regime, with contributions and penalties. That is why the Fiscal Code independence criteria, freedom over place, time and method, business risk on the provider, multiple clients, and use of the provider's own assets, are not abstract: they decide how the money is taxed. A service agreement that genuinely reflects independent work, and a provider who really operates that way, protects both sides from an expensive reclassification. A final practical point is documentation. Because the independence test looks at how the relationship actually runs, not just what the contract says, it helps if the provider keeps evidence that matches the paper: invoices to several clients, their own equipment and premises, control over their own schedule, and acceptance records for completed work. Where an engagement is long or near-exclusive, that paper trail is often what tips a close case towards genuine independence rather than disguised employment. This page is general information, not legal advice. Laws change and the right answer depends on your facts, so confirm the current position with a qualified lawyer in the relevant jurisdiction before you sign. ## Keeping it all in one place Beneath the clauses sits an organisational problem. A service agreement rarely travels alone. It comes with a statement of work, change orders, invoices, the confidentiality terms, and a record of what was agreed and delivered. When those are scattered across email and drives, the version that is actually in force gets hard to pin down, and duties such as acceptance deadlines, renewal notice or a liability cap quietly fall out of view. Drafting, reviewing for risky terms, keeping versions straight and tracking the key dates are the same job, and it is easier when it lives in one workspace rather than across five disconnected tools. That single-workspace idea is what Adira is built around: draft, understand, edit, track and govern a contract in one place, tuned to how your company contracts. Adira is India-first today, with other jurisdictions on its roadmap, so for Romanian-specific rules you should still rely on local counsel and local templates. The point worth taking from this page is the direction: contracts you can trust are the ones that stay in one place, in step, with their deadlines in view.