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

What a service agreement is under Spanish law A service agreement in Spain, a contrato de prestacion de servicios, is how a company engages another business or an independent professional to supply services for a fee. In the Civil Code it takes the form of an arrendamiento de servicios (article 1544 and following), a civil or commercial contract, not an employment contract. Spain gives the parties broad freedom of contract under article 1255 of the Civil Code, so most of the terms are what you agree. But a few points of local law shape a safe Spanish service agreement, and they are where a generic template falls short. A master service agreement (MSA) works the same way in Spain: a framework contract setting the common terms, with individual statements of work or order forms underneath for each project. ## What local law requires and what differs from a generic template Freedom of contract, but watch the employment line. When the provider is an individual rather than a company, the same false self-employment (falso autonomo) risk applies as for a consultancy. If the provider works only for you, to your schedule, with your equipment, a labour inspector can treat the relationship as hidden employment. A service agreement with an individual should keep the provider genuinely independent in both the wording and the practice. VAT and withholding. Services supplied in Spain generally carry IVA at the standard 21 percent rate. State clearly whether prices are before tax or including IVA. Where the provider is an individual autonomo, IRPF withholding may apply. For cross-border services, the place-of-supply and reverse-charge rules decide who accounts for VAT. Payment terms. Spain's late payment law (Ley 3/2004, implementing the EU late payment directive) sets default limits on payment periods for commercial transactions, generally 30 days, extendable to 60 days by agreement, with statutory late-payment interest. A clause allowing much longer payment can be challenged as abusive. Confidentiality and trade secrets. Confidentiality is usually built into the service agreement. Spain protects trade secrets through Ley 1/2019 de Secretos Empresariales, which requires that the information be secret, have value because it is secret, and be subject to reasonable protection measures. A confidentiality clause is strong evidence of those measures. Intellectual property. IP created under the contract does not pass to the client automatically; assign it expressly. ## Structuring an MSA and statements of work For an ongoing relationship, split the paperwork. A master service agreement holds the terms that stay constant: payment mechanics, confidentiality, IP assignment, liability, data protection and governing law. Each piece of work then runs under a short statement of work (SOW) or order form that references the MSA and sets only the scope, deliverables, timeline and price for that project. This keeps negotiation focused, avoids re-arguing the legal terms every time, and makes it clear which terms govern if a SOW and the MSA ever conflict (the MSA should say the MSA wins on legal terms and the SOW wins on scope). Define acceptance clearly in each SOW, because in Spanish practice a dispute over whether services were properly delivered usually turns on whether there was an agreed acceptance step and what it required. ## Service levels, liability and exit Where the services are continuous, such as managed IT or facilities support, add service levels with measurable targets and a remedy for missing them, usually service credits rather than a damages claim. Keep the liability clause realistic: Spanish courts will not enforce an attempt to exclude liability for fraud or gross negligence, so cap ordinary liability and carve out the things you cannot exclude. Plan the exit as carefully as the start. Set the notice period, say what happens to work in progress and prepaid fees, and require the provider to hand over data, materials and any documentation needed to continue the service or move it to someone else. A clean exit clause is often what saves a relationship that ends badly. ## A usable template Adapt to your facts and have a Spanish lawyer review anything material. CONTRATO DE PRESTACION DE SERVICIOS / SERVICE AGREEMENT 1. Parties. [Client, CIF] and [Provider, NIF/CIF, autonomo registration if an individual]. 2. Services. [Describe the services and scope, or reference the statements of work for an MSA.] 3. Independent status. The Provider supplies services independently and is not an employee. The Provider controls its own methods and may serve other clients. 4. Term. From [date] to [date], renewable by written agreement. 5. Fees. [Amount] plus IVA at 21 percent, with IRPF withholding where applicable. Payment within [30/60] days of invoice, with statutory interest on late payment. 6. Service levels and acceptance. [Standards, milestones, acceptance procedure.] 7. Intellectual property. [Express assignment of IP in deliverables to the Client.] 8. Confidentiality. Each party keeps the other's confidential information secret, consistent with Ley 1/2019. 9. Data protection. Where personal data is processed, the parties comply with the GDPR and the LOPDGDD, with a processing agreement where one acts as processor. 10. Liability and termination. [Cap, carve-outs, notice, consequences.] 11. Governing law and jurisdiction. Spanish law; courts of [city]. Signatures, dated. ## A short walk through the key clauses Services and acceptance should define the result and how it is signed off, so a dispute over whether the work was delivered has a clear answer. Fees and payment should track the Spanish late payment limits and the VAT and withholding rules, so invoices are correct and enforceable. Independent status matters most when the provider is an individual, where the false self-employment risk is real. ## Red flags to check before signing - An individual provider working only for you, to your schedule, with your equipment. This points to false self-employment.

• Payment terms far beyond the 60 day limit for commercial transactions.
• No clear statement of whether prices include IVA.
• No IP assignment clause.
• Confidential information shared with no trade secret or GDPR protection. ## Keeping the contract under control after signing A Spanish service agreement is work after signing: tracking statements of work and acceptance, watching the renewal or end date, keeping invoices and VAT correct, and holding amendments together. Drafting a Spanish service agreement from a clean template, checking its payment terms against the late payment law and its IP and confidentiality clauses, and tracking statements of work and renewals can sit in one AI workspace tuned to how your company contracts. Adira is built around that idea: it drafts from a template, models the contract as linked clauses so it can flag a payment term that breaches the limit or a missing IP assignment, and keeps the dates and obligations in one place. Adira is India-first today, with jurisdictions set per contract and an international mode for others; deep, verified coverage of Spanish law is on its roadmap rather than established, so treat Spain specific output as a draft for a Spanish lawyer to confirm. This page is general information, not legal advice.