A services agreement formalizes the commitments of a provider and a customer (B2B or B2C): scope, timelines, pricing, liability, intellectual property and data. Well drafted, it reduces disputes, secures billing and protects intangible assets.
Under French law, it is governed by the Code civil’s general contract rules (Articles 1101 et seq.) and good faith (Article 1104). Certain situations call for special rules (consumers, personal data, regulated sectors, work falling within a contract for services). See the legislation on Legifrance.
When should a services agreement be used?
- You provide an intangible service (consulting, support, maintenance, marketing, training, SaaS, development, etc.) or a physical service that is not a sale.
- You outsource a function (accounting, IT, public relations, call center) and need to define commitments.
- Your terms of sale are no longer sufficient (bespoke project, milestones, dependencies, specific intellectual property).
In B2C, add the mandatory pre-contractual information (particularly for distance/off-premises sales) required by Code de la consommation Article L221-5, and the 14-day right of withdrawal (Article L221-18, subject to exceptions under Article L221-28), with sources available on Legifrance and Economie.gouv.fr.
Essential legal points to address
1) Subject matter and scope
Describe the services, deliverables, exclusions and specifications. The clearer the scope, the lower the risk of scope creep.
2) Obligation of reasonable efforts or obligation to achieve a result
Expressly classify the nature of the obligation. Otherwise, the court will assess it case by case. Remedies for non-performance are governed by Article 1217 of the Code civil (specific performance, price reduction, termination, damages), and contractual liability by Article 1231-1. See Legifrance.
3) Pricing, billing and penalties
Specify the fee model (fixed fee, time-based/daily rate, subscription), advance payments, milestones and revision arrangements. In B2B, late-payment penalties and the fixed €40 recovery compensation are provided for in Code de commerce Article L441-10. See the practical factsheet on Economie.gouv.fr and the legislation on Legifrance.
4) Personal data and GDPR
If the provider processes data on the customer’s behalf (as processor), a GDPR Article 28-compliant clause is essential: subject matter, duration, nature, purposes, data categories, security, subprocessors, assistance, audits, handling of data at the end. References: EUR-Lex — Regulation (EU) 2016/679 and guidance from CNIL.
5) Intellectual property
Plan ownership of deliverables, assignment or licensing (territory, duration, permitted uses, remuneration). Note: certain works (software, databases, graphic creations) have specific regimes. Consult resources from INPI.
6) Force majeure and hardship
Define force majeure (art. 1218 C. civ.) and its effects (suspension/termination). Where an unforeseeable change disrupts the economics of the contract, Article 1195 (hardship) can be contractually adjusted. Legislation on Legifrance.
7) Termination and notice
Provide for termination for breach, for convenience (with reasonable notice), and its effects (return of materials, transfer, exit assistance, final settlement).
8) Consumers and mediation
In B2C, mention consumer mediation and amicable redress mechanisms. Useful information on Service-Public and Justice.fr.
Essential clauses (quick checklist)
- Identification of the parties (name, legal form, RCS/SIREN/SIRET, registered office, representative; “EI” designation for an individual entrepreneur).
- Definitions and contractual documents (order of priority).
- Subject matter, deliverables, exclusions, milestones and acceptance.
- Term (fixed/indefinite), renewal.
- Pricing, advance payments, payment schedule, revisions, late-payment penalties and €40 compensation (art. L441-10 C. com.).
- Provider obligations (reasonable efforts or result), quality, security, sector-specific compliance.
- Customer obligations (cooperation, access, approvals, information provision).
- Confidentiality.
- Intellectual property and pre-existing rights.
- Personal data (GDPR Article 28), security, subprocessors, DPA.
- Insurance (professional indemnity; specific cover where applicable).
- Liability, caps, exclusions, contractual penalties.
- Hardship, force majeure, changes in law.
- Termination (breach, insolvency, convenience), exit assistance.
- Assignment/subcontracting, non-solicitation, non-compete (reasonable).
- Applicable law, court/jurisdiction, B2C mediation.
For an overview of contractual structure, draw on public frameworks such as this Bpifrance standard agreement (PDF) or annotated templates on Service Public Pro. Examples are also available on Convention.fr and Legalstart (adapt with care).
Services agreement template (to adapt)
Warning: this template is generic. Adapt it to your sector, risks and negotiations. For a bespoke agreement, you can Discuss your firm's AI transformation or Explore AI and law resources.
1. Parties
[Company name], [legal form], with share capital of €[•], RCS [city] [•], SIREN [•], registered office [•], represented by [•], duly authorized, hereinafter the “Provider”;
And [Company/Individual name], [legal form/status], RCS/SIREN [•], SIRET [•], registered office [•], represented by [•], hereinafter the “Customer”.
2. Definitions and contractual documents
Capitalized terms have the meaning defined in the Definitions Annex. In the event of conflict: Agreement > Order Forms > Specifications > Offer > Special Conditions > General Conditions.
3. Subject matter – Scope – Deliverables
The Provider shall perform: [precise description], according to the Specifications in Annex [•]. Deliverables: [list]. Exclusions: [list].
4. Term – Timetable – Acceptance
Term: [fixed/indefinite]. Indicative/binding deadlines: [•]. Acceptance procedure: [tests, acceptance report, acceptance criteria, reservations, correction deadlines].
5. Obligation of reasonable efforts or result
The service entails an obligation of [reasonable efforts/result]. Expected performance: [•].
6. Pricing – Billing – Payment
Model: [fixed fee/daily rate/subscription]. Advance payments: [•]. Schedule: [•]. Revision: [index]. Payment within [•] days of invoice. Penalties at rate [•] from the day after the due date and fixed €40 recovery compensation, in accordance with art. L441-10 C. com.
7. Customer cooperation
The Customer shall provide necessary information, access, approvals and resources. Any delay/deficiency suspends deadlines and may generate additional costs.
8. Intellectual property
Unless otherwise agreed, each Party’s pre-existing rights remain its property. Deliverables [are assigned/licensed] to the Customer: scope [territory], duration [•], use [•], remuneration [included/additional]. The Provider retains its tools, methods and know-how.
9. Personal data (GDPR)
Where the Provider acts as processor, it undertakes to comply with GDPR Article 28: process on documented instructions; ensure confidentiality; implement security measures; regulate all subprocessors; assist the Customer; allow audits; delete/return data at the end of the agreement. Details in the “Data Processing Agreement” Annex.
10. Confidentiality
Mutual obligation during the Agreement and for [•] years thereafter. Exceptions: information that is public, lawfully received, independently developed or required by law.
11. Insurance
The Provider shall maintain professional indemnity insurance covering risks associated with the Services. Certificate available on request.
12. Liability – Caps – Exclusions
Liability, on all grounds combined, is limited to the total amounts excluding VAT paid by the Customer over the previous [12] months, except for gross negligence/willful misconduct, personal injury, confidentiality or data breaches, and infringement. Indirect losses are excluded (lost profit, reputation, data except where a GDPR breach occurs).
13. Hardship – Force majeure
In the event of an unforeseeable change making performance excessively onerous, the Parties shall renegotiate in good faith (art. 1195 C. civ.). In the event of force majeure (art. 1218), obligations are suspended; after [•] days, either Party may terminate without compensation.
14. Termination
For breach not remedied within [30] days after formal demand: automatic termination. For convenience: [•] days’ notice. Effects: payment for work performed and substantiated commitments, return of materials, exit assistance [•].
15. Non-solicitation – Non-compete
No solicitation of the other Party’s staff during the Agreement and for [6-12] months thereafter (compensation: [•]). Any non-compete obligation must be limited in duration, geography and subject matter.
16. Assignment – Subcontracting
Assignment is prohibited without prior written consent, except for an intra-group assignment or universal transfer. Subcontracting is permitted under the Provider’s control and responsibility, with equivalent obligations for subcontractors.
17. Applicable law – Dispute resolution
French law. Prior attempt at amicable resolution. Jurisdiction conferred on the courts of [•], subject to mandatory consumer protection and subject-matter jurisdiction rules.
18. Miscellaneous
Notices by registered letter with acknowledgment of receipt/email with acknowledgment. Partial invalidity does not affect the remainder. No implied waiver. Evidence by any means.
Signatures
Executed in [•], on [•], in two original counterparts.
Common mistakes and legal risks
- Vague scope and missing milestones: disputes over scope, timelines and acceptance.
- Unclear pricing and revisions: disputes and unpaid invoices. Comply with L441-10 C. com. (penalties and €40 compensation), available on Legifrance and Economie.gouv.fr.
- No GDPR Article 28 clause: risk of non-compliance and penalties. See CNIL and the legislation on EUR-Lex.
- IP not clearly transferred: the customer does not have the expected exploitation rights (check with INPI).
- B2C: omitting pre-contractual information (L221-5), withdrawal rights (L221-18), consumer mediation: risk of partial invalidity and penalties. Refer to Legifrance and Service-Public.
- Reclassification as an employment contract: where there is subordination, imposed working hours, exclusivity, absence of economic risk. Take care with exclusivity and control clauses. Employment case law is available on Legifrance.
Good practice during performance
- Define specifications and a RACI matrix.
- Schedule steering committees and progress reports.
- Use dated, priced and accepted Change Requests.
- Organize formal acceptance (criteria, report, reservations, deadlines for resolving them).
- Track customer dependencies and suspend deadlines where the customer fails to act.
- Plan exit assistance (access, export, documentation, knowledge transfer).
Further reading
Consult our related guides: SaaS terms of sale: essential clauses, Terms of use vs terms of sale: differences and obligations and Contractual clause on AI use.
Quick FAQ
Is an accepted quotation sufficient?
A signed quotation constitutes a contract but is often insufficient for IP, confidentiality, liability and GDPR. Add contractual terms.
Fixed fee or time-based (daily rate)?
Fixed fee: a stronger obligation to achieve a result and risk of scope creep if scope is unclear. Time-based: flexibility but budget uncertainty; manage through objectives and an hours cap.
Can liability be capped?
Yes in B2B, reasonably and subject to exceptions (gross negligence/willful misconduct, personal injury, GDPR data breaches, etc.).
What cybersecurity provisions are needed?
Technical and organizational measures, access policy, logging, incident notification, tests, audits and remediation obligations.
Further reading
Related resources
Frequently asked questions
FAQ
What information is essential in a services agreement?
Full identification of the parties, detailed scope, term, pricing and payment (L441-10 penalties), obligations, confidentiality, intellectual property, GDPR Article 28, insurance, termination, force majeure and jurisdiction.
How do I choose between reasonable efforts and an obligation to achieve a result?
Analyze the nature of the service and the risks. A result obligation for standardized, measurable deliverables; reasonable efforts for expert assignments. Clearly state the classification and performance criteria.
What specific rules apply in B2C?
Pre-contractual information (L221-5), 14-day withdrawal right (L221-18, exceptions L221-28), consumer mediation and controls on unfair terms. References on Legifrance and Service-Public.
Do I need a GDPR clause if I process data for my customer?
Yes. If you are a processor, an Article 28 GDPR-compliant clause is mandatory (security, instructions, subprocessors, audits, handling of data at the end), with technical annexes.
How can IP rights in deliverables be secured?
Provide a written assignment or license specifying the works covered, scope of rights (territory, duration, uses), remuneration, and distinguish pre-existing rights and know-how.
References
Sources used
Training · Audit · Support
Put what you read into practice
Initial helps law firms define AI usage, train teams, deploy the right tools and oversee adoption.