How to conclude a contract for services correctly. Essential terms of the service agreement

​The most detailed and clear formulations are the key to reducing the risk of disputes with clients. Let us focus on possible errors that may accompany a service agreement.

You will learn:

How to draw up a service agreement correctly.

How to avoid basic mistakes when concluding a contract.

Essential terms of the contract for the provision of services.

Key mistakes in a service contract

Error 1. Confused contract with paid services

The title of the contract for the provision of services for some companies sounds like “Contract Agreement No.” But from the perspective of civil law, the provision of services for a fee and a contract are different. In certain situations, these agreements may establish contrary rules. Sometimes even judges encounter difficulties in the legal qualification of a contract.

Consequences. Let's look at a practical example. An agreement was drawn up between the advertising agency and the customer, according to which work was to be carried out to place the client’s poster on scaffolding, with the preservation of this advertising for six months. In the middle of this period, the artist informs that the poster can no longer be placed. The client filed a lawsuit for a fine of 7.6 million rubles, which was fixed in the agreement for such cases.

This requirement was satisfied by the court of first instance, taking into account the content of the contract elements in this agreement. According to this rule, the contractor’s right to withdraw from the contract will apply only under certain circumstances (in response to violations by the customer). But this decision was overturned by the courts of cassation and appeal - the contract was considered as a contract for the provision of services. According to it, the contractor has the right of refusal at any time if he compensates for losses to the client (usually it is extremely difficult to calculate and prove them). And the condition of a fine upon refusal can be ignored, even when indicated in the contract for the provision of services.

Let's consider the reverse situation. The contract between the parties was called an “agreement for the provision of services”, with the relevant rules of the Civil Code of the Russian Federation applied to it. According to the Civil Code, for this agreement there is no need to fix the term for the provision of services, so the parties did not indicate this information. But during a dispute over the contract, the judges, based on the results of the study of which, came to the conclusion that this is a work contract, for which an important condition is the indication of the period for completing the work. An agreement without specifying this period will not be considered concluded, therefore the contractor is required to return the advance with interest, without the right to demand acceptance of services by the customer, receiving a penalty under the agreement, etc.

How right. In order to qualify the contract for the provision of services between the parties correctly, the commercial director must take into account its legal definition in accordance with the Civil Code of the Russian Federation. One party, under a contract, undertakes to perform certain work and deliver its results to the client. In accordance with the contract for the provision of paid services, the contractor is required to provide services for which the customer will have to pay. Consequently, in a service agreement, the main condition is assigned to the process itself, which does not always have to lead to a certain result. Therefore, it is the activities of the performer that must be paid. According to the contract, the completion of services must always be a certain material result, for which the customer undertakes to pay.

When specifying in the contract both services and a material result after their implementation (in particular, market research services, after which an electronic report is provided), the following actions must be taken:

1. Use correct terminology. In particular, it is necessary to indicate which services are the subject of the contract. They need to be defined and given a detailed description.
2. Indicate in detail the requirements put forward in relation to the services (procedure for provision, qualifications of the performer, etc.) - the presence of this information will help convince the court that great importance was attached to the process of providing services.
3. The phrase “Documents confirming the fulfillment of obligations to the Customer are: a report on the results of the work done...” or “The Contractor’s obligations to the Customer are considered fulfilled after the Contractor transfers to the Customer a report on the results of the work done.” The presence of this phrase will allow you to prove that a report is required at the end, not as a material result of the work performed, but as confirmation of the proper performance of services.

Error 2. The subject of the service agreement was not specified

Often the description of a service is limited to standard wording (for example, “market research”), which is why its essence and nuances remain unclear.

Consequences. The subject is a significant condition under the contract for the provision of paid services. If the subject matter is unclear, the court may regard the contract for the provision of services as not concluded; the results of the consideration of the case depend on the stage of the dispute. In the case of services already provided, with proof of their acceptance by the customer, there is a high probability of receiving payment. However, there is no certainty that the contractor will be able to achieve the initially planned amount - since payment will be charged “at the price that, under comparable circumstances, would normally be charged for similar services.” It will also not be possible to obtain a penalty from the client in the amount specified in the contract. In the case where the services were not provided and not accepted by the customer, it will not be possible to obtain payment for them at all - even if the contractor spends certain funds to complete the work.

For clarity, let's look at a practical example. A service agreement was drawn up between the parties. According to it, the contractor had to perform factual and legal actions to represent the interests of the customer, when interacting with various individuals and legal entities to protect against illegal actions that could limit the functioning of the customer. The work had to be carried out on behalf of the customer and at his expense. The parties in the additional agreement noted that the contractor, based on the results of the analysis of activities, must draw up an action plan to achieve the goals of his client on the terms agreed with the customer.

When the executor filed a lawsuit to collect payment, he was refused in the courts of all instances. It was revealed that in the contract itself and the additional agreement there was no specification of the provision of services, a list of documents that the customer was required to provide for analysis, and a list of actions according to the developed plan at the end.

How right. It is necessary to record in the “Subject of the contract” section exactly the action (task) that will be provided in fulfillment of obligations to the customer. In the section “Obligations of the Parties” it should be described in great detail.

Error 3. There is no evidence that the services under the contract were provided

Sometimes organizations that provide their services to individual entrepreneurs or organizations do not draw up an act on the provision of services, or it contains incomplete information. The preparation of these acts is not mandatory by law, but their absence increases the likelihood of a controversial situation - unscrupulous clients may insist on the return of funds that were paid to the contractor, or refuse to pay for services altogether.

Consequences. If the contractor does not submit an act signed by the customer to the court for consideration, some courts may consider other evidence of the provision of services (based on the party’s correspondence, waybills, log books, and sometimes testimony of witnesses). But relying on such facts is quite risky - after all, other courts may not accept these facts as evidence, refusing to collect payment from the contractor for services.

It is worth emphasizing that this court ruling can be made not only in a situation where it is directly stated in the contract that the provision of services is confirmed by an act signed by the customer, but also in the event that this act is not mentioned in the contract at all. The court may take the customer’s side if the contractor did not provide a signed act with defects (due to insufficiently detailed consideration of the services, the signing of the act by an unauthorized employee of the customer, or the absence of a reference to the contract). Although, even with the correct execution of the relevant documents, it will not be possible to receive payment if the customer can prove that in fact the specified services were not provided.

If we talk about examples from practice, according to the agreement, the HOA was supposed to provide services for the removal of household waste from a container site at a trading organization, as well as clean up the surrounding area. Representatives of the HOA filed a lawsuit to collect payment. The evidence was acts of work performed, but they were signed on behalf of the customer by a representative of another organization that was not a party to the agreement; there was no information about the site address and no links to the details of the contract. These acts were not taken into account by the court.

Then the HOA representative emphasized that the executed agreement does not at all imply the mandatory drawing up of an act - therefore its absence cannot be the reason for refusal to collect payment. This argument was rejected by the court, emphasizing that the parties drew up and signed similar acts during the execution of the contract, therefore there was an actual relationship between the parties to formalize the results of the work performed every month. The court's decision was to refuse to collect payment.

How right. The contract must include a special clause regarding the procedure for accepting services provided. The law does not provide for a mandatory form for such acts, therefore the following conditions must be required from employees drafting them:

1. Indicate in great detail the scope and list of services provided.
2. Indication of a link to the details of the agreement to which the act relates.
3. Indication of the details of the parties to the agreement, as well as information about the persons signing the documents.
4. Indication of the date of drawing up the act, with control of its signing within the period agreed in the contract, or within a reasonable time after the provision of services - otherwise there is a possibility that the customer will refer to a violation of the deadlines.
5. Make sure that the customer's representative has the authority to sign such acts.

It should be remembered that due to the presence of an act signed by the customer, the likelihood of collecting payment for services actually provided increases, even if the contract is recognized as not concluded.

To reduce the likelihood of a refusal to sign an act by an unscrupulous customer after the provision of services, it is necessary to indicate in the contract that evidence of proper provision of services will be a unilateral act signed by the contractor, subject to the customer’s unreasonable refusal to accept the services provided and sign the document.

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Error 4. The contract for the provision of services did not establish the requirements that the services must meet

Situations often arise when the parties forget to indicate in the contract the requirements put forward in relation to the process and result of the services provided. However, this condition is mandatory in order to clearly understand the provisions of the contract between the customer and the contractor.

Consequences. The commercial director must remember that complaints about the quality of services provided are the second most popular technique among various unscrupulous customers (the leader in this “rating” is an attempt to prove that the services were not provided at all). And this claim is a confident leader in the number of controversial situations that have arisen with bona fide counterparties.

The misunderstandings that have arisen are due to excessive brevity in the provisions of the contract - the customer may imply certain requirements, but they are not specified in the contract.

There was a similar situation in practice (the court took the side of the performer). The entrepreneur filed a claim against the trading company for its auditing and accounting services. During the dispute, the customer explained why he decided to limit himself to only partial payment - due to the contractor’s failure to comply with the “rules of service provision”, which were approved by the president of the company. The contract stated a requirement: “if the work is untimely or of poor quality, the remuneration may be reduced at the discretion of the customer.” However, there was no reference to such rules for the provision of services. There was also no evidence that the performer himself was familiar with these rules. Therefore, by order of the court, it was necessary to pay the full cost of the services.

How right. If your company is a contractor under a service agreement, you need to take into account that the likelihood of claims regarding the quality of services is quite high. Although most of these claims can be avoided thanks to a competent drafting of the contract, indicating the requirements that the process of providing services and the result must meet. Next, you should agree on how the services should be provided, what the result should be. This imposes certain restrictions on the contractor - you must adhere to the specified requirement in the contract, but the risk of a controversial situation and litigation is reduced. The contract should include the following information:

1. List of characteristics and properties of the services provided (information about technical parameters, absence of errors, etc.).
2. Qualification of the performer (experience, education, certificates, etc.).
3. Requirements for the process of providing services (the contractor has his own premises, transport, equipment).
4. Features of the result of the services provided.

Additional protection against disputes with an unscrupulous customer is the indication in the contract of references to regulatory documents with which the services provided must comply. In this case, the customer will not be able to make claims for the services provided due to their non-compliance with any document specified in the contract.

A service agreement is one of the most common agreements. It is in this legal form that communication services, medical, consulting, those related to training, etc. are given. We would like to note that it is sometimes quite difficult to draw a clear line between services and work (for example, equipment repair). You can find out further how to correctly conclude transactions for the provision of services, and what types of this agreement there are.

What is a service?

A service is an activity the result of which cannot have material expression; it must be fully realized and consumed in the process of its implementation. Work is considered to be an activity that has a purely material expression. A contract for the provision of services implies that the contractor must perform certain actions, and the customer, accordingly, is obliged to pay for them. The rules of the agreement on the provision of paid services are regulated by the Civil Code. Chapter 39 of the Civil Code of the Russian Federation applies to a fairly wide range of services:

Auditing;

Informational;

Medical;

Consulting;

Veterinary;

Tourist;

Training services, etc.

What is not considered a service?

It is worth noting that service agreements do not include the following types of agreements:

Contract agreement;

To carry out technical work;

Commissions;

To carry out development work;

Transportation;

Bank account;

Transport expedition;

Storage;

Bank deposit;

Trust property management.

Subject of the agreement

As already indicated, the subject of such contracts is exclusively intangible services. Since the quality of its provision directly depends on the person who will provide it, such a service must be performed by the contractor personally (unless the parties have specified otherwise in the contract). Such an agreement must be concluded in writing. Each of the participants must also have a copy of such an agreement on hand. Customers can be legal entities, individual entrepreneurs and capable individuals. The same circle of persons may be involved as a performer.

We draw up an agreement

In order to draw up a correct contract for the provision of services, it is necessary to strictly adhere to the provisions of the Civil Code of the Russian Federation:

Be sure to indicate the subject of the agreement; Moreover, it is not enough to write “marketing research”; you need to specify point by point what kind of activity this will be;

Specify all powers and responsibilities of the parties;

Set clear deadlines within which the activity must be completed;

It would also be useful to indicate the criteria by which the quality of the service will be determined;

Such an agreement, of course, specifies the price of the contractor’s services;

Don't forget to also determine the responsibilities of the parties to the transaction; It is also advisable to specify in the agreement the amount of compensation in case of unilateral refusal of it.

Features of the agreement

In some cases, it is possible to conclude an agreement for the provision of services only with those entities that have a license for such activities. For example, if we are talking about an agreement on the provision of medical care, then the medical institution must have a license. Moreover, it must be valid, and for those types of medical care for which, in fact, you applied. If a hospital provides care to patients without a license, it will face liability. In addition, if the performer does not have a license, then this agreement may be declared invalid in court. That is, such an agreement will not have any legal weight. The peculiarities of a contract for the provision of services also include the following rule: in some cases, general provisions on contracts and household contracts apply to a service contract.

Termination of the contract

It is worth emphasizing that, unlike other types of transactions, a civil contract for the provision of services can be terminated not only by mutual agreement of the parties, but also by one of its participants (the contractor or the customer) unilaterally. The law provides that the customer may withdraw from the contract provided that he compensates the contractor for all expenses incurred by him. In addition, the customer can refuse the services of the contractor both before the start of the provision of the service, and directly during the process of its provision. The contractor, in turn, also has the authority to withdraw from the contract. If such a refusal causes losses to the customer, the other party is obliged to compensate them.

Agency agreement

An agency agreement for the provision of services is an agreement between the principal (actually the guarantor) and the agent (intermediary, executor), according to which the first orders the provision of certain services by a second person (legal services, etc.) on behalf of the principal or directly on behalf of the agent. For such actions the agent is entitled to a reward.

Prerequisites

To conclude an agency agreement according to all the rules, you must indicate:

The function that the agent must perform;

Will he act on his own behalf or on behalf of the customer;

How will he report to the principal;

The amount of the fee and the timing of its payment;

Obligations and rights of the parties;

Are there any restrictions on the agent’s powers;

Conditions for termination of the agreement;

Responsibility of the parties.

Certain types of agreement

A type of contract under consideration is an agreement for the provision of consulting services. They can be either long-term or momentary. This type of contract is often concluded between various specialists and companies. The most popular consulting services are: legal, financial, strategic, advertising, information. In the process of carrying out various real estate transactions, a realtor agreement is often used. Many businessmen turn to marketing agencies to promote their brand in the modern world. Such companies, as a rule, provide a lot of services: identifying target audiences, developing a brand profile, drawing up a brand strategy, etc. In addition to all the types of agreements listed, there are many others, and their number is growing every day. Therefore, listing them all in one article is simply unrealistic.

Important points

As it turned out, the contract for the provision of paid services has its own specific specifics. Therefore, his conclusion must be taken more than seriously. In addition, the customer can terminate such an agreement, essentially, at any time. So the performer is initially interested in high-quality execution of the agreed actions, otherwise he may lose his income. Also, do not forget that when concluding such contracts, the contractor is often required to have a license. If an individual or enterprise does not have a license, there is simply no point in concluding an agreement with him. Indeed, if disagreements arise in court, such an agreement will be declared invalid, and it will be extremely difficult to obtain, for example, compensation for losses.

This legal document allows the parties to the contractual process to regulate their relations when resolving conflict situations that may arise as a result of non-provision or poor-quality provision of services, delays in payments or non-payment for services provided.

You will learn:

• What is a service agreement?
• What types of service contracts exist.
• What essential conditions should a contract for the provision of services contain?
• How to draw up a contract for the provision of paid services.

Service agreement is a legal agreement between parties who undertake to fulfill certain obligations. Thus, one party undertakes to provide a specific service in a specified volume and at a specified time, and the other undertakes to pay for it, observing all the terms of the agreement. In this regard, a service agreement is similar to an employment agreement.

A standard contract for the provision of services is regulated by the Civil Code of the Russian Federation. But there are also a number of laws that regulate the relations of the parties in the process of providing work. In the event that issues arise that are not provided for by the Civil Code of the Russian Federation, they are legitimized in a specific contract for the provision of services.

This document may appear similar to a contract in many ways. But there is a significant difference between them. When implementing the latter, the result is provided in the form of a material component, for example, under this agreement, the contractor (executor of the terms of the agreement) can build a house. Under a service agreement, no material result is provided; for example, under an agreement to find housing, a realtor selects for the client all kinds of conditions and places of residence. In addition, under a contract agreement, the contractor may delegate the execution of work on his behalf to a third party (subcontractor). The terms of the contract for the provision of services do not provide for delegation of authority. The party that has undertaken to provide the service must perform it independently.

The service agreement stipulates that two parties participate in this process:

• the contractor who undertakes to provide the agreed services;
• the customer who undertakes to pay for them.

Legal entities and individuals can act as any of the subjects of the contract for the provision of services. If we consider a situation in which the executor of the contract is an organization, and the customer is an individual who uses the service provided not for commercial purposes, then such a relationship is called the provision of household services. These relations fall under the jurisdiction of the law “On the Protection of Consumer Rights” and all kinds of norms and regulations for the provision of household services to the population.

As a rule, an agreement for the provision of services is drawn up in writing. But if the amount of work provided does not exceed 10 thousand rubles, then the parties can enter into an oral agreement between themselves.

An agreement for the provision of household services can be documented or in the form of receipts, which reflect all the terms of the agreement. If the service is performed in the presence of the customer, the contractor can confirm the completion of the work by issuing the customer a cash receipt or other document confirming payment.

4 mistakes that almost everyone makes in a service agreement

The editors of the “Commercial Director” magazine found out in which issues the parties most often make mistakes and what they forget to indicate in the service agreement. Get an expert opinion and reduce the risk of disputes with your partner.

How is a contract for the provision of services regulated by law?

Chapter 39 of the Civil Code of the Russian Federation “Paid provision of services” regulates the legal regulation of the contract. The clauses of the regulations of this chapter apply to contracts for the provision of medical and veterinary care, training, information, consulting and audit services, etc.

In the event that there are no contradictions to the subject of the agreement, the general provisions described in Article 783 of the Civil Code of the Russian Federation can be applied to this agreement. We must not forget that these documents have a noticeable difference between each other, since in one case a service is provided, and in the other, certain work is performed. In the Civil Code of the Russian Federation, the concepts of “service” and “work” are somewhat vague, so it can be difficult to distinguish between them.

In contrast to the Civil Code of the Russian Federation, these concepts are clearly separated by the Tax Code of the Russian Federation. Thus, a service can be considered actions that do not carry a tangible result, and work is characterized by activity expressed materially.

The process of providing services is the entrepreneurial (commercial) labor of individuals or legal entities on the one hand, which is aimed at meeting the needs of the other party. These services are regulated by a service agreement, which is concluded between the parties to the contractual process - the customer and the contractor.

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Types of service agreement

Article 779 of the Civil Code of the Russian Federation lists the types of services that are formalized by contractual relations. Among them the main ones stand out:

• educational activities for a fee;
• communication services;
• safety and security;
• public utilities;
• medical service;
• auditor services.

However, each of these services can be divided into other, more detailed ones. Thus, public services may consist of a service for the removal and disposal of household waste, security activities are divided into physical security of persons, information security, electronic security, etc.

All these contracts for the provision of services can be classified as paid (provision of services for a fee) and gratuitous (no remuneration is provided).

According to the terms of the Civil Code of the Russian Federation, it is possible to conclude both paid and gratuitous contracts for the provision of services. However, it should be remembered that the absence of any clauses on payment for services in the agreement does not make the contract gratuitous. In the event of controversial issues, by a court decision, a certain amount may be demanded from the customer for the service already provided.

If the parties have agreed to conduct gratuitous activities, then in order to avoid subsequent possible disagreements, this condition must be clearly stated in the contract for the provision of services.

Article 780 of the Civil Code of the Russian Federation indicates that, under the terms of such an agreement, the service is provided directly by the contractor. If it is envisaged to use the services of a co-contractor to perform the work, this is recorded in advance in the document.

An agency agreement differs from that of a co-executor by the conditions that are prescribed in Chapter 52 of the Civil Code of the Russian Federation. Such a contract is an independent document and determines the functions and powers of the contractor, how expenses will be distributed and paid, the contractor acts on its own behalf or on behalf of the customer, and at what point the agency ceases to fulfill its obligations.

Some contracts for the provision of services do not have clear legal boundaries. Here it is possible for the parties to independently establish the rights and obligations that the customer and the contractor perform in relation to each other.

An agreement for the provision of services on a paid basis, as a rule, has several important conditions that must be fulfilled:

• The subject of the agreement, which clearly defines the services that the contractor must provide to the customer.
• Time boundaries for the start and end of work.
• A place designated for the provision of services.
• Criteria for their quality.
• Terms and stages of payment for services by the customer.
• Responsibility of the parties (including material) for non-fulfillment, poor quality performance, or failure to meet deadlines for the implementation of contractual obligations.

An agreement for the provision of services between legal entities and individuals may contain additions in the form of supporting documents:

• acceptance certificate for completed work;
• report on the performance of work and costs incurred by the contractor;
• additional agreement.

How to draw up a contract for paid services

At the top of the document, the geographical location of the agreement (for example, city) and the date are indicated.

The party ordering the service, represented by an individual or legal entity, is called the “Customer” and the other party that undertakes to perform work to provide the service, represented by an individual or legal entity, is called the “Contractor”. The parties enter into an agreement as follows:

1. Subject of the agreement.

The customer instructs the contractor to provide a service and undertakes to pay for the work, and the contractor confirms his readiness to provide this service and complete the work within the time period specified in the agreement.

1. Rights and obligations of the performer.

The contract for the provision of services in this paragraph stipulates:

• who provides the service: the performer personally or with the involvement of a third party;
• providing the customer with documentation on the beginning and completion of work under the contract;
• conditions and procedure for accepting services performed;
• the procedure for making comments and finalizing the service provided;
• conditions and procedure for documentary evidence of work performed.

1. Rights and obligations of the customer.

Under the service agreement, the customer is obliged to:

• stipulate the conditions for possible refusal of the service;
• determine the timing and completion of work;
• create a list of documents that will indicate the completion of the provision of services and acceptance of the work performed.

1. Procedure for accepting services.

After completion of the work to provide the service, the contractor provides the customer with an acceptance certificate for the work performed. The customer is obliged to sign the act within a specified period of time or submit a complaint to the contractor for the revision of contractual obligations. The contractor must eliminate the shortcomings within the specified time intervals and provide the customer with a revised version. The service is considered provided in full after the parties mutually sign the act of acceptance of the work performed.

1. Cost of the contract and payment procedure.

The contract for the provision of services specifies the exact cost of performing the work, including VAT.

The customer undertakes the following obligations:

• make an advance payment after signing the contract for the provision of services (if the document contains a clause on its terms and amount);
• pay the contractor the remaining amount under the contract after signing the acceptance certificate for the work performed;
• when financing the provision of services in stages, pay for them according to the payment schedule (indicating the time and exact amount of payment).

1. Responsibility of the parties.

The customer and the contractor in the contract for the provision of services stipulate penalties and interest, which they undertake to pay each other (the contractor - in case of non-performance, poor quality performance or failure to meet deadlines for the provision of services, and the customer in case of late payment for services performed under the contract).

1. Force majeure.

These are the conditions specified in the contract for the provision of services that relieve the parties from responsibility for fulfilling the clauses of the agreement. They may be force majeure obstacles: changes in the market situation, natural disasters, mass unrest or war.

1. Amendment and termination of the contract.

The conditions that force the parties to make changes to the contract, as well as the mechanism for its early termination, are indicated.

1. Dispute resolution.

The procedure for resolving disputes and claims under the service agreement is determined. This could be negotiations, consultations or resolution of contradictions in court. In this case, conditions and deadlines must be agreed upon, after the expiration of which the topic of disagreement is transferred for judicial consideration.

1. Final provisions.

The parties indicate the validity period of the contract for the provision of services, the time to eliminate possible deficiencies and the procedure for signing the acceptance certificate for the work performed.

1. Details of the parties.

Full name the responsible person who signed the contract on behalf of the customer and the contractor, legal address or place of residence of the parties, OGRN, OKPO, INN, KPP, account number, bank details.

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What are the features of a contract for the provision of services for different areas of activity?

If all the required attributes are present, contracts for the provision of various types of services have their own characteristics:

• When providing transport services, it is understood that the contractor will transport the customer’s cargo at his expense. Since the cargo being transported may have value (and in some cases special value), the contract must include a clause for its compulsory insurance. In addition, the contract takes into account the contractor’s responsibility for the safety of the cargo to the customer. Confirmation of the execution of the contract for the provision of transport services is a completed and processed waybill.
• Advertising services are regulated by the Federal Law “On Advertising”. In the contract for their provision, the contractor undertakes to fulfill all the requirements of this law, obtain the necessary permits from the relevant authorities and monitor the proper implementation of the provisions of the law during the advertising campaign in favor of the customer.
• The contract for the provision of medical services must be drawn up with special attention. Medical services are related to the health of the customer, therefore such an agreement carefully spells out all the points and measures of responsibility for the life and health of the patient. When providing such services, the contractor is responsible for non-dissemination of confidential information about the customer’s health status. And this important point must be noted in this agreement. If (if necessary) the contractor must provide information about the customer’s condition to third parties, then this point must also be reflected in the contract.

The process of diagnosis and treatment is specific in nature, where it is impossible to take into account all the subtleties and nuances. Such points may be specified in special annexes to the current agreement.

• The contract for the provision of cleaning services must contain the scope of work and the deadlines for their completion. In the practice of providing this type of service, it often happens that the customer provides the contractor with access to residential or office premises in his absence. Therefore, the agreement stipulates the conditions for the integrity and safety of the customer’s property.
• An agreement for the provision of legal services implies that the contractor conducts all matters assigned under the agreement on behalf of the customer. It should be remembered that in this case the executor under the contract is a lawyer, who (most likely) is the drafter of the document. In this case, it is not at all surprising that the rights of the performer under the contract will be taken into account as much as possible. Therefore, the customer, when signing such a document, must carefully consider the points that relate to the observance of his rights. It should be remembered that by entrusting the contractor to conduct business on his own behalf, the customer entrusts him with his own property, as well as his material, intellectual values ​​or funds.
• An agreement for the provision of educational services can be two- or three-party in nature. It is concluded between the customer, the contractor and the person who is being trained to provide paid services. Therefore, it must define the periods, terms of training and the amounts of money that the customer pays for them. As a rule, the cost of one period of time may not be fixed and depend on the terms of the contract. Training expenses serve as the basis for tax deductions, so the document is concluded with the party who intends to receive a tax refund. An agreement for educational services must have annexes indicating a training plan or a list of subjects studied during the validity of this agreement.
• A contract for the provision of hotel services may often involve the involvement of third parties. Initially being a standard personal document, it stipulates the involvement of other employees. At the same time, it must reflect the conditions of stay in the hotel, services provided to the guest without additional payment and services that are provided for a fee. All this is determined in advance and included in the agreement document. An important element of the contract for the provision of hotel services is information about the date and time of arrival at and departure from the hotel. The document is signed after all of the above points have been discussed and agreed upon.
• An agreement for the provision of consulting services is the most complex in terms of its regulation, because it is exclusively intellectual in nature. The final product that is obtained in the process of implementing this agreement is: expert opinions, advice, methods of action and decision-making, analyses, conclusions, etc.

Expert opinion

Freelancers also need to sign a contract for the provision of services.

Alexander Bychkov,

Head of the legal department of TGC "Salut"

In business practice, freelancers are often involved in work. They carry out specific projects on the basis of civil contracts, adhering to the technical specifications attached to them. This is how they create designs, layouts of advertising messages, product packaging, and design websites or stands for exhibitions.

An agreement for the provision of services with a designer is drawn up on the basis of Chapter 39 of the Civil Code of the Russian Federation, since the designer, as a rule, performs a range of services for the customer on a reimbursable basis. Such an agreement frees the customer from the need to hire a designer, pay him a monthly salary, and provide a set of insurance and social protection measures. However, when drawing up an agreement, special attention must be paid so that, as a result of the next inspection, the labor inspector will not be able to reclassify the civil labor contract as an employment contract and transfer the case to court.

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How to file a claim under a service agreement

Every contract concluded between two parties contains their rights and obligations. In practice, it often turns out that one of the parties fulfills its obligations under the contract in bad faith or does not fulfill them at all.

As a result of such actions, a conflict situation arises between the parties. The party that considers itself to be injured in this case can file a claim under the service agreement. This is a document that is used to resolve a conflict without going to court.

A claim under a service agreement is a document that helps the injured party restore its rights under the terms of a previously concluded transaction. The relationship between the parties to a service agreement is determined by the Civil Code of the Russian Federation, and the party that makes claims regarding the fulfillment of the terms of this agreement must have good reasons for this.

Based on the provisions of Article 779 of the Civil Code of the Russian Federation, a transaction is considered completed when the party that has assumed the obligations of the contractor carries out all the work in a timely manner under the terms of the contract for the provision of services, and the party that acts as the customer makes timely payment.

In the event that the parties to the contract are not satisfied with each other regarding the performance of services, the party that considers itself to be the aggrieved party may submit a claim to its opponent for the following facts of violation of contractual obligations:

• failure to comply with the terms of the agreement;
• refusal of the contractor to compensate for losses caused to the customer in the process of poor-quality provision of services;
• disagreement by the customer with payment for the contractor’s work under the terms of the contract or delay in payment terms.

The legislative system considers poor fulfillment of the terms of the contract and assumed obligations as a failure of the existing agreement. This fact is dominant in order for the injured party to make a claim against the guilty party. The customer is most often not satisfied with the quality of work and the timing of its completion. The contractor, as a rule, makes claims for payment by the customer for services performed.

Claims under a service agreement must contain specific requirements. Their main goal is to force the guilty party to fulfill its obligations under the agreement in full.

The most common requirement of the contractor to the customer is payment for the work performed. The customer may present broader claims to the contractor. He has the right to demand:

• eliminate identified deficiencies without additional payment;
• compensate for the costs incurred to correct errors and shortcomings (if the customer eliminated them independently);
• return the amounts paid as an advance payment in the event of termination of the service agreement;
• demand that the work be redone (possibly if deficiencies in previously performed actions cannot be eliminated);
• reduce payments for those services that were not provided efficiently;
• pay all fines imposed in full.

When making payment under a service agreement, the customer has the right to demand from the contractor compensation for damages, penalties and fines for poorly performed work, even in cases where this is not provided for in the contract. All controversial issues that may arise between the parties are regulated by the Civil Code of the Russian Federation (Article 332). Based on this article, the contractor also has the right to present material claims to the customer in case of non-payment or unjustified delays in payment for services provided.

A claim under a service agreement must contain specific demands of the injured party against its opponent.

On what grounds is it possible to terminate a service agreement?

Article 450 of the Civil Code of the Russian Federation provides a list of grounds that allow you to begin the procedure for terminating a contract for the provision of services.

They depend on the party who initiates the termination or on the reasons that led to the emergence of a conflict situation and became the reason for

Such an agreement may be terminated in cases provided for three options:

Option 1. By agreement of the parties.

When the contractor and the customer are satisfied with the terms of termination of the contract for the provision of services. This option has a number of advantages.

Firstly, it relieves the parties from the need to apply to the courts and from unnecessary legal costs, respectively. Having terminated the contract for the provision of services under the agreement, the parties can no longer bring claims against each other in court.

Secondly, the reason for the mutual agreement of the parties to terminate the contract for the provision of services does not matter.

But Article 450 of the Civil Code of the Russian Federation provides that termination of a contract for the provision of services between the customer and the contractor is possible only if it does not contain a clause that prohibits the parties from carrying out this procedure.

The termination agreement has the same form as the service agreement. Most often, such a document is processed in ordinary written form. This is possible if the law and other agreements do not provide for other rules for terminating the contract. Moreover, if one of the parties begins to perform its functions voluntarily even before the start of the procedure for termination of services, then the court may qualify these actions as termination of the contract for the provision of services by agreement of the parties. This is provided for in paragraph 3 of Article 438 of the Civil Code of the Russian Federation.

If both parties to the contractual process are satisfied with the decision to terminate the contract for the provision of services by agreement of the parties (and this point is specified in the document), then paragraph 3 of Article 453 of the Civil Code of the Russian Federation comes into force. Here the customer should remember that if, at the time of termination of the contract for the provision of services, he continues to take actions related to the fulfillment of the terms of the original agreement, then the conditions for terminating the contract for the provision of services will be invalid.

Option 2. Reasoned and unmotivated unilateral refusal of a contract without trial.

The consequences of unilaterally terminating a contract are exactly the same as by agreement of the parties or in court.

The customer has the right to refuse to fulfill his obligations under the contract without specifying reasons. This is an unmotivated refusal. If the customer explains the reasons for his refusal to fulfill the contract on his part, then such refusal is considered motivated.

1. Reasoned unilateral refusal.

The legislation provides for the customer’s unilateral refusal of the contract for the provision of services and provides the opportunity to demand that the contractor reimburse the costs incurred. This procedure is regulated by Article 783 of the Civil Code of the Russian Federation. It comes into force:

• when the contractor delays the start of the provision of services or in the case when it becomes clear that the service will not be provided in a timely manner (clause 2 of Article 715 of the Civil Code of the Russian Federation);
• when it becomes clear that a service of adequate quality is not provided (as stipulated in the contract), and the actual deadlines for eliminating deficiencies set by the customer are not observed and the shortcomings are not corrected (clause 3 of Article 715 of the Civil Code of the Russian Federation);
• if the service is provided poorly and the requirements for eliminating deficiencies are ignored (clause 3 of Article 723 of the Civil Code of the Russian Federation);
• when the service is provided, but the shortcomings with which it was performed cannot be corrected (clause 3 of Article 723 of the Civil Code of the Russian Federation).

These conditions must be supported by evidence. If they are absent, the contractor may demand in court that the contract for the provision of services be considered valid.

1. Unmotivated unilateral refusal.

The legislation does not regulate the refusal of a contract for the provision of services and gives the customer the opportunity to terminate the contractual relationship both during the validity of the contract at any stage of its implementation, and before it comes into force.

But at the same time, the customer is obliged to reimburse the contractor for all material costs that the latter incurred as a result of termination of the contract for the provision of services and termination of contractual obligations. This is provided for by the Civil Code of the Russian Federation in paragraph 1 of Article 782.

Option 3. Termination of the contract at the initiative of one of the parties in court.

To terminate the contract for the provision of services, it is necessary to file a claim in court. The initiator of filing a claim may be any of the parties to the contractual process. The contract will be considered terminated at the moment when the court decision comes into force. However, this practice also provides for a set of pre-trial measures in preparation for termination of the contract. The reason for termination of the contract for the provision of services must be serious circumstances under which the implementation of the terms of the agreement becomes impractical or impossible.

1. Significant violation of the terms of the contract by the other party (clause 1, clause 2, article 451 of the Civil Code of the Russian Federation).

The law qualifies such a violation as an action as a result of which the customer is deprived of what he had the right to count on under the terms of the contract. This may relate to the untimely fulfillment by the contractor of its obligations under the contract (clause 2 of Article 450 of the Civil Code of the Russian Federation).

1. Significant change in circumstances (clause 2 of Article 451 of the Civil Code of the Russian Federation).

This type of base is not often used in practice. The customer has the right to refer to a fundamental change in circumstances that previously influenced the conclusion of the contract for the provision of services. He provides the considerable amount of evidence available to him. In this case, he will have to prove the totality of the following facts:

• when concluding the contract, the contractor and the customer were confident that during its implementation conflict situations were impossible;
• the customer was unable to overcome the prevailing circumstances, despite his punctuality in his obligations and attitude towards the concluded contract;
• when the customer may suffer significant damage, which in many ways exceeds the expected dividends from the results of the current contract;
• the contract does not say that the risk of changes in circumstances is borne by the customer.

The law defines what points are taken into account and considered important when providing a number of services.

The court determines the material and property consequences after termination of the contract for the provision of services. This happens at the request of one of the parties. The court equally distributes between the parties the costs that arose during the execution of the current contract. This is provided for in Article 451 of the Civil Code of the Russian Federation.

1. Other cases provided for by the Civil Code of the Russian Federation.

The Civil Code of the Russian Federation does not contain clauses for the procedure for terminating a contract for the provision of services. Such procedure may be described in other regulations and rules. In this case, to terminate the contract for the provision of services, the parties must have compelling reasons and arguments.

It often happens that the parties entering into such an agreement themselves provide in it those moments in which it can be terminated in court. On the part of the legislative framework, in this case, the parties are subject to a presumption of freedom of contractual relations. Thus, in order to provide for the possibility of terminating the contract, the parties may indicate the following grounds:

• the quality of the contractor’s work did not meet the customer’s expectations;
• violation by the contractor of the terms of the contract for the provision of services;
• unilateral change by the customer of the price for the provision of services, which was previously determined in the contract.

Typical mistakes when concluding a service agreement

Error 1. They confused contracting with paid provision of services.

Companies enter into an agreement for the provision of services as a contract. But in the legislation of the Russian Federation, these two types are not the same. The text of such documents may contain clauses and rules that are mutually exclusive. In these cases, confusion may arise when resolving controversial issues even in court.

Consequences. An example can be given where the contractor, under a service agreement, posted the customer’s advertising information for a specified period of time. After half the contract period had expired, the contractor informed the customer that his advertising message would be deleted. The customer went to court and the court decided that the contractor paid the fine in his favor. The procedure went without conflicts or controversial issues. The thing is that such a situation was taken into account in advance and spelled out in the terms of the agreement.

In addition, in this agreement the court saw the presence of a contract element and took the applicant’s side. Using these same rules, the contractor can refuse to fulfill the terms of the contract only under certain circumstances. However, this decision was rejected by the cassation and appeal courts. Here the contract was considered as a contract for the provision of services. Under the terms of such a contract, the contractor has the right to refuse the service if he compensates the customer for the costs incurred. And the condition regarding a fine upon refusal can be ignored even if it is included in the contract for the provision of services.

Let's consider an example of the opposite situation, when the agreement between the parties was defined as a contract for the provision of services. Here the sanctions established by the Civil Code of the Russian Federation were applied. In such an agreement there was no need to stipulate the terms for the provision of services. Both sides ignored this point. However, when a conflict situation arose and the case was referred to court, the judges re-qualified this agreement as a contract agreement, under which the indication of deadlines for the completion of work became mandatory. Therefore, the contractor was ordered to pay the customer a penalty with interest and the appeal was denied.

Error 2. The subject of the contract for the provision of services was not specified.

It often happens that in a service agreement the subject matter of the agreement appears vague and not specific. In this case, the final goal of the document and the details that determine this goal become unclear.

Consequences. In a contract for the provision of services, the subject of the contract is of key importance. If the subject of the contract is not clearly expressed or specific, it may be considered as not concluded. In this case, the outcome of the trial may depend on the stage at which the dispute is at the time of litigation. If the service under the contract has already been completed, there is a high probability that the customer will pay for it after the dispute is resolved. However, there is no certainty that the contractor will receive the entire expected amount. In this case, its size will be calculated based on the practice of providing similar services without taking into account the specific features that occurred during the performance of this work. In the event that the services were not paid for by the customer, obtaining payment will also be a very difficult task, since the subject of the contract is abstract in nature and it is very difficult to prove that the service was (or was not) provided properly.

Error 3. There is no evidence that the services under the contract were provided.

Often, some organizations providing services do not draw up acceptance certificates based on the results of work performed. Others draw up such documents, but the information they contain is not complete. Drawing up such acts is not a prerequisite. However, if upon implementation of a contract for the provision of services, an acceptance certificate for the work performed is not attached to it, then an unscrupulous Customer may insist that the service was provided poorly and not in full and refuse to pay the contractor’s expenses under the contract.

Consequences. In the event that the contractor cannot provide the court with certificates of completed work signed by the customer, he can consider other documents that were drawn up during the execution of the service agreement, up to the correspondence of the parties or testimony of witnesses. But it must be taken into account that not every judge will consider such documents as evidence.

Such a court decision may arise not only in the case where the contract for the provision of services stipulates the need to draw up a certificate of completion of work signed by the customer, but also when the presence of such acts is not mentioned in the contract. The court may rule in favor of the customer if the contractor was unable to provide the court with a certificate of completion of work signed by the customer due to poor drafting of this report or its signing by a person not authorized by the customer without appropriate reference to the contract. But even with proper execution of all documents, it may happen that the contractor will not be able to receive payment if the customer is able to prove that the service was provided poorly or not in full.

Error 4. The service agreement did not specifically set out the requirements.

The parties to the contractual process, due to forgetfulness or due to inattention, do not indicate in the contract the requirements that they present to each other. This situation occurs quite often in the practice of signing a contract for the provision of services.

Consequences. Many unscrupulous customers very often take advantage of such a weak point in the service agreement. After the end of the contract, they can challenge the performance of the work by the contractor. The first most popular is the fact when the customer tries to prove that the service was not provided at all. The second favorite technique of the charlatan customer is an attempt to convince the judicial panel that the service was not provided efficiently and in full. This should be remembered by those managers and marketers who draw up an agreement for the provision of services and secure in the document protection against such loopholes, thanks to which a conflict situation and refusal to pay can be provoked.

Such misunderstandings arise when specific conditions are described in general terms using phrases that allow the terms of the contract to be interpreted not according to the essence of its meaning, but to one’s advantage.

The undersigned confirm by this act that the services provided for in the contract for the provision of services for a fee No.___ dated "__" ____ 20__ were provided by the contractor to the customer in full, on time, efficiently and properly. The customer has no claims against the contractor regarding the execution of the contract for the provision of services.

If the act of acceptance of work performed is drawn up correctly, it takes into account all the nuances of the possible creation of controversial and conflict situations, and it is signed by both parties, then the court has the right to recognize the desire of the contractor to receive material remuneration for the work as fair.

1. The contract can stipulate that after the provision of services, the contractor will transfer to the customer a certain material result.

It will serve as proof that the contractor provided the customer with the service on time and in full. If the customer refuses to accept the result of the work under the service agreement, this does not relieve him of the obligation to pay for it.

The material result of the provision of services can be considered:

• conclusion of audits;
• documents that confirm appeals to the judicial authorities (statements, petitions, complaints, letters, court records, etc.);
• conclusions of the evaluation commission;
• acts and reports on the results of the analyzes performed;
• confirmation of compliance with regulatory calculations;
• business plans;
• photo reports.

1. Documents that confirm the execution of the contract for the provision of services.

If the customer has not unilaterally signed a certificate of completion of work under the contract for the provision of services and such a document is not provided for by the agreement itself, the fact of provision of the service can be proven using other documents. They can be invoices, waybills, acts of taking instrument readings, journals and books of registration of accounting documents, correspondence of the parties, etc.

Expert opinion

Frequent mistakes when concluding an agreement for the provision of intermediary services

Vitaly Perelygin,

expert, legal reference system "System Lawyer"

1. It has not been determined on whose behalf and on whose instructions the intermediary is acting.

The fact who is indicated as a service provider - directly the manufacturer or the intermediary - determines which of the participants in the contractual process has all the rights and obligations to complete the transaction and who is responsible for violating the contractual terms.

1. They did not clarify whether the intermediary has the right to perform the assigned task.

For all types of contracts, the law establishes specific actions that the intermediary has the right to perform.

1. The product intended for sale was not specifically named.

Often, the intermediary agreement only includes a clause that states that the intermediary undertakes to complete a transaction for the sale of goods. But the contract or annex to it lacks information about the product itself. It happens that there is information about a product, but there are no identifiers: variety, brand, quantity, expiration date, etc.

1. We identified unprofitable conditions for ourselves related to the payment of remuneration to the intermediary.

In relations between commercial companies, any intermediary agreement is considered compensated. This means that you must pay the intermediary a fee (clause 1 of Article 972, clause 1 of Article 991, Article 1006 of the Civil Code of the Russian Federation).

In practice, there are different options for paying remuneration - for example, in a fixed amount specified in the contract, as a percentage of the transaction amount, or as the difference between the actual cost of goods sold and the price specified in the contract.

1. The terms and number of transactions that the intermediary must carry out with the buyer were not determined and agreed upon with the intermediary.

Sometimes the parties do not specify the conditions under which the sale of goods will be carried out. Instead, the contract only specifies the intermediary’s obligation to sell the goods on the most favorable terms for the client.

Information about the experts

Alexander Bychkov, Head of the Legal Department of TGC Salyut. Hotel "Salute" is a hotel complex designed to accommodate groups, individual tourists and guests arriving in the capital. The hotel has 1,091 rooms and is the second largest hotel in Moscow by number of rooms.

Victor Anokhin, Doctor of Law, Professor, Honored Lawyer of the Russian Federation, Voronezh. Viktor Anokhin from 1992 to January 2012 was the chairman of the Arbitration Court of the Voronezh Region. Author of more than 100 published scientific and scientific-methodological works, including about 20 monographs, two textbooks for higher education. Awarded the Order of the Badge of Honor and two medals.

Sergey Aristov, expert of the legal reference system "System Lawyer" (Aktion-Digital company), Moscow. Sergey Aristov graduated from the Faculty of Law of Nizhny Novgorod State University. N.I. Lobachevsky and Nizhny Novgorod State University of Architecture and Civil Engineering (specialization - “Organization Management”). Worked as a legal consultant, head of the legal department. Member of the Russian Union of Journalists since 2008. Aktion-Digital LLC. Area of ​​activity: development and support of electronic products for a professional audience, including the legal system “System Lawyer” (a legal reference system for practical explanations from judges); The company is part of the Aktion-Media holding. Number of staff: 281. Number of clients: over 33 thousand.

Vitaly Perelygin, expert, legal reference system "Lawyer System". Vitaly Perelygin graduated from the Faculty of Law of Moscow State University. M. V. Lomonosov. Worked as a lawyer in a large logistics company. Specializes in the field of contract and corporate law, as well as in the field of legal protection of intellectual property. JSS "System Lawyer" is the first legal reference system of practical explanations from judges. Official website - www.1jur.ru.

Certain services demanded by one party and provided by the other on a reimbursable basis are regulated and secured by an appropriate agreement.

A bilateral agreement in the form of a standard contract for the provision of services must contain a detailed description of the service itself and the conditions for its provision and payment, as well as some other positions in accordance with the Civil Code (Civil Code, Chapter 27; Law No. 2300-1 on the protection of consumer rights 1992/ 07/02 edition 2016/03/07 chapter III).

This agreement is applicable to services of an educational, medical nature, as well as information, consulting, legal, tourism and some other areas, with the exception of those that are considered and regulated by the Civil Code separately.

Distinctive features of the agreement are:

• specificity of the subject of the contract;
• performer personalization.

The specificity of the service(s) within the framework of the contract lies in the performance of certain actions that are not aimed at creating a property/material property (Civil Code Art. 779), but implying a different result.

The materialized result of an activity is the subject of a contract (Civil Code Art. 702), and according to a standard contract for the provision of paid services, the purposeful activities of the performer are of particular value to the customer.

Personalization of the performer in the service agreement is mandatory (Civil Code Art. 780), that is, the performing party to the contract undertakes to personally perform the agreed actions. Reassignment of execution (as in the work contract of the Civil Code, Art. 706) is not allowed unless specified in a separate clause in the text of the contract.

The essential terms of the agreement are:

1. The subject of the agreement, or the essence of the obligation that the performer assumes (Civil Code Art. 432; Resolution of the Federal Antimonopoly Service of the Ural District 2010/17/03 No. Ф09-1571/10-С2 case No. A50-14201/2009). The description of a service (action) or list of services (set of actions) must be extremely detailed and clear and exclude vague generalizations.
2. Start and end dates, or time frames of contractual activities (FAS Resolution ZSO 2010/02/03 case No. A27-9091/2009). Without specifying the terms, the contract will not be considered concluded, since in this case it is impossible to ascertain the fact of performance/non-performance of the service (Civil Code Art. 783,).

Other provisions of the agreement may be considered by mutual agreement as significant, and therefore are reflected in the text of the agreement.

The terms of the contract, dictated by industry laws, are included in the body of the document if the parties held a discussion, reached an agreement on these points and considered them significant (Federal Law No. 273 on education 2012/29/12; Federal Law No. 149 on IT 2006/27/07; Federal Law No. 132 on tourism 1996/24/11; PP No. 1006 on paid medical services 2012/04/10; PP No. 898 on veterinary services 1998/06/08; Federal Law No. 126 on communications 2003/07/07; communications 1999/17/07; Federal Law No. 307 on audit 2008/30/12 and others).

Other Features

Setting a price does not relate to essential conditions (Definition KS No. 1-P 2007/23/01), since in some cases it cannot be determined initially. Moreover, the amount of payment can be calculated according to Civil Code Art. 424. It should be remembered that the parties are free to set the amount of remuneration for services rendered, which is strongly recommended to be reflected in the contract.

The characteristic features of a service agreement are:

• written execution of the document (Civil Code Art. 161);
• the subject of the agreement is services of an intangible nature;
• negotiated price and individual terms;
• payment for services is made in a contractual manner (Civil Code Art. 781), prepayment, stage-by-stage payment, payment upon completion, as well as cash and non-cash payments are possible;
• the possibility of unilateral refusal at any time with reimbursement of expenses/losses (Article 782);
• personal execution, unless otherwise specified (Civil Code Art. 780), which implies the service of a specific specialist with special education and professional experience in this field;
• redirection of obligations is not permitted.

The quality of the service provided is assessed based on the description of the content (subject of the contract) or on the basis of standard criteria for assessing services of this kind (Civil Code Art. 783,). The criteria for acceptance of services by the customer (if possible) are specified in the agreement (Civil Code Art. 783,). It should be assumed that a specific result is not always achievable and often cannot be described for objective reasons (for example, during the learning process).

Providing a whole range of paid services is possible only if the performer has a license and specialized education (medicine, auditing, communications and others).

The absence of clauses in the contract that are not mandatory (subject and terms) is not grounds for declaring the document invalid. On the contrary, the absence of significant clauses in the contract classifies it as a non-concluded agreement.

Standard form of a service agreement

The service agreement is always bilateral and consensual. The service provider, or the contractor who assumes obligations to provide the service, and the customer who needs the service, and therefore undertakes to pay for the specialist’s actions, are parties to the agreement.

A typical contract form usually includes:

• content (description) of the contractual service indicating the place of its provision;
• deadlines for provision;
• cost and payment scheme;
• quality assessment criteria;
• obligations and rights of the parties to the transaction;
• liability for failure to meet deadlines, refusal of a contract and inadequate quality (incomplete volume), etc.;
• dispute resolution algorithm.

All possible changes to the terms of the contract and necessary innovations are formalized by an additional bilateral agreement signed by the parties to the transaction.

This provision must be stated in the body of the main contract.

Typically, an additional agreement is natural and justified with a “long-term” main contract, since over time the terms of payment for services may change and additional requirements for implementation may appear.

An additional agreement extends the terms of the current contract if, due to circumstances, the demand for the service remains relevant for the customer and has not expired.

It is also appropriate to mention in a separate paragraph the admissibility/inadmissibility of involving third parties in fulfilling obligations under the contract.

In this case, the possibility (necessity) of such involvement must be discussed and agreed upon by the parties at the preliminary stage.

Compilation rules

Written documentation is required; notarization is not required.

At the same time, an agreement between two individuals can be oral if the transaction amount is up to 10 thousand (Civil Code Art. 159, 161 clause 1, clause 2).

It is preferable to confirm payment with a receipt or receipt indicating the type of service, the date of receipt and the amount of payment.

Ignoring the written form of the contract creates risks of receiving low-quality or incomplete services on the one hand and non-payment for actions on the other hand. Without a written document, there is practically no possibility of resolving disputes and conflict situations. Perhaps the only justified oral transaction for services would be to receive an instant paid consultation (the service is provided at the time of request).

The nuances of drawing up a contract for paid services:

1. Indication of the place and date of signing the contract is mandatory.
2. In the preamble of the agreement, it is necessary to indicate by name the parties to the agreement with as much information as possible about them. It should be noted that an executive officer or acting acting director cannot act on behalf of a legal entity, since they are not authorized to make decisions and enter into transactions (Resolution of the Federal Antimonopoly Service of the Moscow Region No. KG-A41/10211-03 2004/09/01). The powers of the person signing the document must be confirmed (power of attorney, Charter).
3. The description of the subject of the agreement must be detailed and contain a detailed list of works. Generalized phrases cannot give rise to either rights or obligations. If the customer is interested in a specific method of performing the service, then this point should be specified in this paragraph. Otherwise, the service provider has the right to provide the service as he considers necessary or convenient for himself (Civil Code Art. 783,).
4. Failure to indicate the validity period of the contract and the demand for services may result in its recognition as not concluded.
5. When determining the contract price, foreign currency cannot be indicated, which is a violation (Civil Code Art. 140,).
6. The payment algorithm for services should be clearly stated in the contract. Otherwise, you will have to pay for the actions of the service provider at his request within 7 days (Civil Code Art. 314).
7. The contract is accompanied by documents that must be listed in the text (performer’s license, detailed list of works, etc.).

A contract for the provision of services is a bilateral legal agreement. According to a mutual agreement, one party, called the contractor, undertakes to provide the second, that is, the customer, with a service on a paid basis.

In simple words, a contract for the provision of paid services involves mutually beneficial, voluntary, fruitful cooperation between two persons: the customer and the contractor.

General provisions

At first glance, this agreement looks like a contract. But in the first case, the subject of the agreement is not a materialized object.

In other words, the contractor receives remuneration for a completed order or manufactured item, and a paid service is the performance of a certain action by the contractor in favor of the customer.

A simple example is the provision of mobile communications. The parties to the transaction, that is, the customer and the contractor, can be citizens of any legal status, legal entities or individuals.

Terms of the agreement

A contract for the provision of paid services has essential conditions, that is, those without which the bilateral agreement cannot be considered valid. Each separately drawn up agreement may contain three types of conditions:

• mandatory;
• additional;
• random.

Mandatory conditions are: the subject of the transaction, the timing of execution and the amount of remuneration and the procedure for its payment. Great importance is given to the subject, that is, an accurate description of the work, place and deadline for its execution.

Additional conditions are negotiated individually and depend on the specifics of the service itself. Here the parties discuss the quality of the work, the place and time of its provision, the participation of third parties in the process, and many others.

In addition, the document specifies the rights and obligations of the parties, their liability in case of dishonest performance of their duties.

The contract for the provision of paid services must be drawn up as accurately as possible, that is, it must contain all the essential conditions. This will help avoid subsequent disputes between the customer and the contractor.

Legislative framework

The contract for the provision of paid services is regulated by the Civil Code of the Russian Federation (Civil Code). The norms of conduct of the parties are prescribed in Chapter 39 of Art. 783 Civil Code.

According to Russian legislation, the contractor is obliged to fulfill all conditions, and the customer is obliged to pay for the work. Unless otherwise provided by the terms of the contract, the contractor provides services personally.

If the work cannot be completed due to the fault of the customer, then he is obliged to pay the amount specified in the contract in full.

When the contractor’s obligations were not fulfilled due to circumstances beyond the control of the parties, the customer pays for the work in part, the amount being a multiple of the expenses incurred by the contractor.

Business relationships can be terminated unilaterally. If the initiator is the customer, then he pays the contractor the amount of losses incurred by him.

The contractor may refuse the transaction and compensate the customer for the damage suffered by him.

Procedure for concluding a contract

The agreement can be concluded both between individuals and between legal entities. But there are some differences and nuances here.

If a transaction is carried out, for example, between two organizations or private entrepreneurs, then the agreement is concluded in writing.

Moreover, each condition is specified in the contract, for example, the scope of the service, the deadline for its execution, the terms and procedure for payment, the cost of the work.

If a transaction is concluded between a legal entity and an individual, then there are several nuances when forming its content.

For example, a company may enter into a deal with a loader to carry out unloading and loading operations, but at the same time the employee is not a full-time employee of the company.

Here it is important to define the conditions in such a way that the relationship between an individual and a legal entity does not turn into labor.

How to prevent transition:

• It should be noted that relations are regulated by Art. 39 of the Civil Code of the Russian Federation.
• The employee is called the performer.
• The contractor is not obliged to obey the internal requirements of the enterprise, but only those specified in the contract.
• The employee is not provided with sick leave or vacation at the expense of the customer.
• Payment for work is made at a time and in full or in stages.
• The contractor is not included in the personnel of the enterprise, and the work book is not issued.

By specifying all of the above conditions in a contract for the provision of paid services with an individual, the company protects itself from possible disputes and proceedings with regulatory authorities.

If the parties to the transaction are individuals, then there are some nuances:

• If the amount of payment according to the agreement is small, then the parties may not sign the agreement and agree orally.
• If the amount under the agreement exceeds 10 minimum wages, then a written agreement with an individual is required.
• Notarization is required only if one of the parties, for objective reasons, cannot sign the document and a representative acts in his role.

There are many examples of simple agreements between individuals. One of them is the provision of hairdressing services at home.

Sample

More precisely, the clauses of the agreement depend on many circumstances. Below is a sample contract for the provision of services.

This is the simplest form of agreement. In some cases, other items may be present, for example, what will be the cost of the penalty if one of the parties to the transaction decides to terminate the business relationship unilaterally.

This transaction has legal force; accordingly, each party to the agreement assumes obligations.

For failure to comply with all the conditions listed in the agreement, the parties are liable in accordance with the legislation of the Russian Federation.

With oral agreement, it will be extremely difficult for the injured party to defend its position, so do not neglect the written form.