Service agreement under Spanish law (contrato de prestación de servicios)

curl -X POST https://dealroom.todo.law/api/v1/agent/contracts \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "contractType": "CONTRATO_SERVICIOS",
    "language": "en",
    "party": {
      "legalName": "Your company"
    },
    "counterparty": {
      "legalName": "The other company"
    },
    "terms": {
      "objeto-entregables": "<objeto-entregables>",
      "honorarios": "10000"
    },
    "inline": "md"
  }'

What it is and when it is used

A service agreement under Spanish law (contrato de prestación de servicios, or arrendamiento de servicios) is used when a company engages a self-employed professional for a project, an ongoing monthly commitment, or both. The background recitals state that the services are provided autonomously and without any employment relationship, under the Civil Code and Law 20/2007 on the Self-Employed Workers' Statute (LETA).

The main legal risk is reclassification. If the professional works like an employee, a court may treat the relationship as employment, with the Workers' Statute applying in full. The contract therefore asks for a precise scope and lets the parties choose how much independence the professional keeps. It also covers the case of a professional who depends economically on the client (the TRADE regime), which carries its own mandatory rules.

For engagements governed by California or English law, see the consulting agreement. For an employee, see the Spanish employment contract.

Who signs it and in which role

Two parties sign:

• The Client (Cliente), a company identified by its tax number (CIF).
• The Professional (Profesional), identified by NIF or NIE, with a professional address.

The parties fill in the facts: the scope and concrete deliverables (mandatory, set out in a Service Annex), the fees excluding VAT, the payment term in days (60 at most), and, where the options need them, the TRADE dependency percentage, the minimum professional liability insurance cover, and the territory and compensation of a non-compete.

Key clauses

The skill has ten negotiable clauses.

Scope of services

A defined project with deliverables, milestones and completion on the client's written acceptance; a monthly retainer of a set number of hours with reasonable availability and no exclusivity; or a mixed engagement combining projects and retainer hours.

Fees and invoicing

A fixed monthly fee, an hourly rate with time records that the client reviews within 10 business days, or a fixed price per project or milestone payable on acceptance. Each option adds VAT, applies IRPF withholding and sets payment within 30 days. The skill records the current timetable for certified invoicing systems (Verifactu), now due from 1 January 2027 for companies and 1 July 2027 for other taxpayers, including the self-employed, and the pending start of mandatory electronic invoicing between businesses.

Term and renewal

A fixed term with no renewal, automatic renewal for equal periods unless either party gives 30 days' notice, or an indefinite engagement that either party can end with notice. The skill notes that an indefinite engagement must be managed with care so that it does not come to resemble employment.

Independence

Full autonomy over schedule, methods, tools and place of work; a hybrid model with reasonable coordination (availability windows, access to the client's systems, attendance only when the work requires it); or the TRADE regime. The TRADE option states that the professional has no employees and does not subcontract, entitles them to 18 business days of rest and the termination protections of the LETA, sends disputes to the social courts, and requires registration of the contract with the SEPE within 10 business days. The skill also flags the presumption of employment for delivery work through digital platforms and the EU platform work directive, due to be transposed by December 2026.

IP ownership

An exclusive assignment of all exploitation rights to the client for known forms of exploitation, worldwide and for the maximum legal term; a non-exclusive, perpetual licence to the client while the professional keeps ownership; or a mixed model in which bespoke deliverables go to the client and the professional keeps pre-existing material and generic tools, licensed to the client as built into the deliverables.

Confidentiality

Broad mutual confidentiality with no time limit, a one-way obligation on the professional for three years after the contract ends, or protection limited to trade secrets under Law 1/2019.

Non-compete and non-solicitation (optional)

A full restriction on competing and soliciting for 12 months after the contract, paid by monthly compensation; non-solicitation of clients and staff only, also for 12 months; or no restriction.

Liability

A cap at the fees invoiced in the 12 months before the claim (not applying to wilful misconduct, gross negligence, personal injury or breach of confidentiality), unlimited liability under the general rules of the Civil Code, or liability backed by professional insurance with a stated minimum cover, kept for 12 months after the contract ends.

Early termination

Either party may end the contract on 30 days' notice without cause; termination only for material breach, after a 15 business day cure period; or the client may terminate freely on 30 days' notice, paying for work done and documented lost profits for the rest of the term, while the professional may terminate only for breach.

Dispute resolution

The civil courts of the defendant's domicile, institutional arbitration (the Madrid Court of Arbitration if the parties do not choose another body), or mediation followed by arbitration. For a TRADE, disputes go to the social courts whatever is chosen.

The standard terms cover registration with the self-employed social security scheme (RETA), insurance, subcontracting only with the client's written consent (disapplied for a TRADE), expenses borne by the professional unless agreed, tacit acceptance of deliverables after 15 business days, mutual warranties, indemnity, force majeure and the commercial nature of the contract.

What the two sides usually negotiate

The client tends to prefer a project scope, a fixed project price, a fixed term, a hybrid model of coordination, an exclusive IP assignment, one-way confidentiality, a non-compete, unlimited liability and the freedom to terminate. The professional tends to prefer a retainer, a fixed monthly fee, an indefinite term, full autonomy, a non-exclusive licence, confidentiality limited to trade secrets, a liability cap and termination for cause only.

When the two sides disagree, Dealroom proposes the balanced positions in the skill:

• Scope: mixed projects and retainer.
• Fees: an hourly rate.
• Term: automatic renewal.
• IP: the mixed model.
• Confidentiality: broad and mutual.
• Liability: backed by professional insurance.
• Early termination: either party on 30 days' notice.
• Disputes: the civil courts, or mediation followed by arbitration.

On independence, the TRADE option has no lean but applies only when the 75% dependency test is met; otherwise full autonomy and the hybrid model lean slightly in opposite directions. On restrictive covenants no option is neutral; non-solicitation only is the closest to the middle.

Jurisdictions and languages Dealroom supports for it

Spanish law only (Spain). The contract can be drafted in Spanish or English. Every clause is specific to Spanish law and is not offered for California or England and Wales.

Common mistakes

• A vague scope combined with integration into the team. The skill names this as the main sign of false self-employment.
• Ignoring TRADE rules when the client provides most of the professional's income: registration, rest days and the social courts all apply, and subcontracting is not allowed.
• A payment term above 60 days. It is void under the late payment law.
• Vague IP assignments. Only the forms of exploitation expressly agreed pass; moral rights stay with the author.
• Assuming confidentiality is implied. Service providers have no implied duty of loyalty, so it must be agreed.
• Uncompensated or excessive non-competes. Restrictions must be proportionate in scope, duration and territory, or a court may void them.
• Old invoicing dates. The skill flags the Verifactu and electronic invoicing timetables for the supervising lawyer to check.