When to use this template
Use it when one business performs services for another over time: a consulting engagement, agency work, IT support and maintenance, an outsourced function, a project delivered in phases rather than handed over as one finished piece. The template is a framework: the contract carries the rules, and a service description annex carries what is actually being done. That split lets you reuse the same terms across projects and keeps each negotiation where it belongs, on scope and price.
It is the wrong document when the other side owes you a finished, measurable result: software accepted against a specification, a completed installation, a printed catalogue. That relationship is a contract for work, with its own regime for acceptance and defects, and our contract-for-work template covers it.
The rule that surprises everyone
Swiss law has no dedicated statute for "service agreements". Courts classify most B2B services as a mandate (Art. 394 CO), and the mandate carries a rule many parties first meet in a dispute: under Art. 404 CO, either side may end the contract at any time. Courts treat that right as mandatory for typical mandates, so clauses that exclude it, or make it expensive enough to be theoretical, are contested territory at best.
The honest response is not a cleverer clause but a fee structure that does not depend on the contract running its course. Invoice as you go, tie payments to services rendered, and have the client cover commitments you can no longer cancel. The template's termination clause is built that way, and its drafting note explains why.
The clauses, one by one
Service description and scope
The contract points to an annex describing the services, the deliverables, the assumptions and, just as deliberately, what is out of scope. Most service disputes are scope disputes in costume. A description that a person outside the project could apply is the cheapest dispute insurance you will ever buy.
Standard of care
The provider owes careful, professional performance, not a promised outcome. That is the statutory standard of Art. 398 CO, which requires diligent and faithful performance, and it is what "best efforts" actually means under Swiss law. If a specific deliverable really is guaranteed, the annex can say so expressly; know that you are stepping toward contract-for-work territory when it does.
Client cooperation
Services fail as often from missing input as from bad work. The clause obliges the client to provide information, decisions and access on time, and to name a contact who is allowed to decide. If cooperation stalls, deadlines move and the extra effort becomes chargeable.
Personnel and subcontractors
The provider chooses its team and may substitute people of equivalent qualification; an option protects named key persons. Subcontracting can be made subject to the client's consent. Either way, the provider answers for subcontractors and other helpers as for itself, following the auxiliary rule of Art. 101 CO: the client should never have to care how the provider is organised internally.
Change requests
Changes are requested in writing, priced for their effect on fees and schedule, and binding only once both sides approve them in writing. Until then, the agreed scope stands. This is unglamorous discipline, and it prevents more disputes than any liability clause: scope that creeps in informally and gets billed later is the classic road to a fee fight.
Fees, invoicing and payment
The template offers a fixed fee or time-based billing with a budget that is not exceeded without written approval. Whichever you choose, keep invoicing tied to progress: with the termination rule in the background, unbilled work in progress sits at the provider's risk.
Confidentiality and data protection
Both sides keep the other's non-public information confidential and use it only for the contract. Data protection stays at framework level: each party complies with the law that applies to it, and where the provider processes personal data on the client's behalf, the parties conclude a separate data processing agreement.
Intellectual property
Pre-existing rights stay where they are, with a use right so the client can actually use what it paid for. For new work products, the template offers a choice that takes effect on full payment: assignment of all rights, or a licence. Assignment gives the client the freest position; a licence lets the provider reuse methods and components elsewhere. Choose deliberately: this is where agencies and clients most often discover they assumed different things.
Liability
Each party's liability is capped, by reference to fees or as a fixed amount. Under Art. 100 CO, liability for unlawful intent or gross negligence cannot be excluded in advance, so the cap carries a carve-out; without it, the clause risks being void rather than trimmed.
Term and termination
Pick the shape: until the services are complete, a fixed term, or indefinite with a notice period. Termination for good cause stays reserved, and on any exit the client pays for services rendered and for commitments the provider can no longer cancel. The drafting note repeats the Art. 404 point where you will actually read it: in the clause you are about to negotiate.