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

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 project work, an ongoing monthly retainer, 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).

For engagements governed by California or English law, see the consulting agreement.

Who signs it and in which role

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

The services, deliverables and amounts are set out in a Service Annex.

Key clauses

Scope, fees and term

The scope may be project-based, a monthly retainer, or mixed. Fees may be a fixed monthly amount, an hourly rate with time records, or a fixed price per project or milestone. Invoices follow the Invoicing Regulation (RD 1619/2012), add VAT at 21% and apply IRPF withholding; payment is due within 30 days, and Law 3/2004 on late payment caps payment terms at 60 days. The term may be fixed, auto-renewing, or indefinite.

Independence

Full autonomy over schedule, methods, tools and workplace; a hybrid model with reasonable coordination (availability windows, access to client systems); or the TRADE regime for a professional who earns at least 75% of their income from the client.

IP, confidentiality and restrictive covenants

IP may be assigned exclusively to the client, licensed non-exclusively, or split (bespoke deliverables to the client, generic tools retained by the professional). Confidentiality may be broad and mutual with no time limit, one-way for 3 years, or limited to trade secrets under Law 1/2019. A non-compete and non-solicitation clause is optional: full restriction for 12 months with monthly compensation, non-solicitation only, or none.

Liability, early termination and disputes

Liability may be capped at the fees invoiced over the last 12 months, unlimited under the general Civil Code regime, or backed by professional liability insurance. Early termination may be free for either party on 30 days' notice, for cause only, or free for the client alone with payment for lost profits (article 1594 of the Civil Code). Disputes go to the courts of the defendant's domicile, to arbitration, or to mediation followed by arbitration.

Standard terms require registration with the self-employed social security scheme (RETA), insurance, written consent for subcontracting, and tacit acceptance of deliverables after 15 business days.

What the two sides usually negotiate

The client tends to push for project pricing, an exclusive IP assignment, one-way confidentiality, unlimited liability and the right to terminate freely. The professional prefers a retainer, a non-exclusive licence, a liability cap and termination for cause only. Dealroom's middle ground is a mixed scope, hourly fees, an auto-renewing term, the mixed IP model, broad mutual confidentiality, insurance-backed liability, mutual termination on 30 days' notice, and either the courts or mediation followed by arbitration.

Jurisdictions and languages Dealroom supports for it

Spanish law only (Spain). The contract can be drafted in Spanish or English.

Common mistakes

• Treating the professional like an employee. A fixed schedule and integration into the team point to employment. If a court reclassifies the relationship, the mandatory rules of the Workers' Statute prevail.
• An open retainer or indefinite term without care. The skill flags both as raising the risk of resembling employment.
• Vague IP assignments. Each form of exploitation must be listed; moral rights stay with the author.
• Assuming confidentiality is implied. Unlike employees, service providers have no implied duty of loyalty, so it must be agreed expressly.
• Uncompensated or excessive non-competes. Restrictions must be proportionate in scope, duration and territory, or a court may void them.
• Ignoring TRADE rules when the client provides most of the professional's income.

# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/CONTRATO_SERVICIOS \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "CONTRATO_SERVICIOS",
    "governingLaw": "SPAIN",
    "language": "en",
    "dealName": "Example CONTRATO_SERVICIOS",
    "selectionPolicy": "defaults"
  }'