Service Agreement

The service agreement determines the commitment of both parties, provider and client, to perform their obligations. The service contract is an agreement by which the service provider undertakes to perform a service independently for a client, who undertakes to pay a fee for the work performed. The signing of the service agreement commits both parties to their respective obligations. The signed document creates rights and has commercial value.

The service agreement determines the relationship between the client and the service provider. It is a matter of defining very precisely what is expected of the service provider for the client. At the same time, the service agreement allows the service provider to determine precisely the nature of its intervention and the price charged in return. A contract for the provision of services limits the risk of disputes and secures the relationship between the two parties. It allows the service provider to have financial visibility, especially if the contract is long term. The customer knows exactly what his expenses will be.

Thanks to Themis Partner, you will be able to download a service agreement template adapted to Thai laws and written by lawyers.

Moreover, our service contract template allows you to benefit directly from the following service agreement:

In addition, we have added numerous clauses to protect the parties in their contractual relationship.

Service provider fees: determine the total amount of services, due dates and payment dates.

Fee Reimbursement: Request fee reimbursement from your clients without them being able to dispute the payment.

Confidentiality: keep all matters relating to your contractual relationship confidential.

Non-solicitation: protect your customers, employees, business partners with this contract clause.

Intellectual property: retain ownership of your creations and innovations;

Breach of contract: specify the terms and conditions of breach of your contract following a breach by the other party.

Force majeure: include a force majeure clause to protect you against any external event.

When I meet with my clients, I check the information on the offer and/or the service contract. Most of my clients already have a service contract, mainly written for their clients. This contract contains, among other things, the services offered, a schedule of work and the agreement on the price. However, it is not uncommon for there to be no clause to release them from liability in the event of a problem, nor any clause regarding the client’s obligations. In the absence of a contract, the rules of the Thai Civil and Commercial Code apply.

Below are the essential clauses of a service agreement that must be included in your contract to be protected:

Identify your customer: It is essential to know the exact name of your customer because the contract must be made out in the name of the company and signed by its legal representative. It is therefore necessary to verify that this person has the authority to sign the contract on behalf of the company.

The obligation of the parties: First of all, as a service provider, you must provide a detailed description of your project or services. But the client also has obligations that must be included in the contract. For example, he must be available to validate the project steps and provide you with accurate information within a reasonable time.

Pricing the project: There are different ways to set prices, which do not have the same legal consequences. They are the estimate, the fixed price contract, the unit price contract and the cost plus contract.

Terms of payment: Setting payment terms is essential to ensure that your customer pays you the right price on time.

Termination: Thai law provides a legal framework for termination of the service contract, whether by the client or the contractor. Here are the two situations.

Termination by the customer: The client may terminate the contract unilaterally, i.e. without the consent of the contractor, even if the work or service has already been performed. This right of termination does not have to be justified. It is related to the very nature of the work or service agreement, which is based on the particular expectations of the client. The client is obliged to give notice and pay for the services that have already been provided.

Termination by the contractor or service provider: Under Thai law, the service provider can generally only terminate the contract unilaterally for cause. Furthermore, it cannot do so against the clock. Otherwise, the service provider is obliged to compensate the client for the damages caused by the termination, and the client may claim damages if he has suffered any loss.

Intellectual Property: Intellectual property exists to protect your works, creations, ideas, etc. To this end, it is essential and appropriate to include an intellectual property clause and to specify whether you waive your moral rights to the work. If this is not the case, it is necessary to stipulate what your client authorizes to use.

Confidentiality: A confidentiality clause could reassure your client, who entrusts you with confidential information about his company and vice versa.

Exoneration of liability: It is essential to provide for cases where the contractor cannot be held liable. These are known as disclaimers. These clauses must be drafted and tailored to your situation and the nature of the work.