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Essential terms of the service agreement. Mutual Services Agreement

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

You will learn:

What is a service contract.
What are the types of service contracts?
What are the essential terms and conditions of a service agreement?
How to draw up a contract paid provision services.

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

A standard contract for the provision of services is regulated by the Civil Code of the Russian Federation. But there are a number of laws that streamline the relationship 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 legalized in a specific service agreement.

In many ways, this document may seem similar to a work contract. 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 contract, the contractor (executor of the terms of the contract) can build a house. A service agreement does not provide for a material result, for example, under an agreement to search for housing, a realtor selects for the client all kinds of options for conditions and places of residence. In addition, under a work contract, the contractor may delegate the performance of work on his own 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 assumed the obligation to provide the service must perform this independently.

The contract for the provision of services provides that two parties are involved in this process:

a contractor who undertakes to provide the agreed services;
the customer who undertakes to pay 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 contractor is an organization, and the customer is an individual using the service provided for non-commercial purposes, then such relations are called the provision of personal services. These relations fall under the jurisdiction of the law "On Protection of Consumer Rights" and all kinds of norms and regulations for the provision of personal services to the population.

As a rule, a service agreement is made in writing. But if the amount of work provided does not exceed 10 thousand rubles, then the parties may conclude an oral agreement between themselves.

The contract for the provision of personal 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, then the contractor can confirm the performance of the work by issuing a cash receipt or other document confirming payment to the customer.

4 mistakes that almost everyone makes in a service agreement

The editors of the magazine " Commercial Director» 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 a partner.

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

Chapter 39 of the Civil Code of the Russian Federation "Paid Services" regulates the legal regulation of the contract. The provisions of this chapter apply to contracts for the provision of medical and veterinary care, training, information, consulting and auditing services, etc.

In the event that there are no contradictions to the subject matter of the agreement, the general provisions described in Article 783 of the Civil Code of the Russian Federation may be applied to this agreement. It should not be forgotten that these documents have a tangible difference between them, since in one case a service is provided, and in the other a 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. So, actions that do not carry a tangible result can be considered a service, and work is characterized by activity expressed materially.

The process of providing services is an entrepreneurial (commercial) work of individuals or legal entities on the one hand, which is aimed at meeting the needs of the other side. 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 contract for the provision of services

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

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

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

All these service contracts can be classified as paid (services for a fee) and gratuitous (no remuneration).

Under the terms of the Civil Code of the Russian Federation, it is possible to conclude both paid and non-paid contracts for the provision of services. However, it should be remembered that the absence in the agreement of any clauses on payment for services does not make the agreement gratuitous. In the course of the occurrence of disputes, by a court decision, a certain amount may be claimed from the customer for the service already rendered.

If the parties have agreed to conduct gratuitous activities, then in order to avoid possible subsequent disagreements, this condition should be clearly stated in the service agreement.

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 planned to use the services of a co-executor for the performance of work, this is recorded in advance in the document.

The agency agreement differs from the 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 defines the functions and powers of the contractor, how the costs will be distributed and paid, the contractor acts on his own behalf or on behalf of the customer, and at what point the agency terminates its obligations.

Some service contracts do not have a clear legal distinction. Here there is an opportunity for the parties to independently establish the rights and obligations that the customer and the contractor perform in relation to each other.

The contract for the provision of services on a paid basis, as a rule, has several important conditions to be fulfilled:

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

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

act of acceptance and delivery of work performed;
report on the performance of work and costs incurred by the contractor;
additional agreement.

How to draw up a contract for the provision of services

At the top of the document, the geographical place of the conclusion of the contract (for example, city) and the date are indicated.

The party ordering the service, represented by an individual or legal entity, is referred to as the "Customer" and the other party that undertakes to perform work to provide the service, represented by an individual or legal entity, is referred to as the "Contractor". The parties enter into an agreement on the following:

Subject of the contract.

The customer instructs the contractor to provide the 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 specified by the agreement.

The rights and obligations of the performer.

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

who provides the service: the contractor personally or with the involvement of a third party;
providing the customer with documentation on the start and completion of work under the contract;
conditions and procedure for acceptance of the performed services;
the procedure for submitting comments and finalizing the service rendered;
conditions and procedure for documentary confirmation of the work performed.

Rights and obligations of the customer.

Under the service agreement, the customer is obliged to:

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

The order of acceptance of services.

After completion of work on the provision of services, the contractor provides the customer with an acceptance certificate for the work performed. The customer within a specified period of time is obliged to sign an act or submit a complaint to the contractor for the completion of contractual obligations. The Contractor must, within the specified time intervals, eliminate the deficiencies and provide the customer with a revised version. The service is considered rendered in full after the mutual signing by the parties of the act of acceptance of the work performed.

The cost of the contract and the procedure for settlements.

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

The customer undertakes to:

make an advance payment after signing the contract for the provision of services (if the document provides for a clause on its terms and amount);
pay the contractor the remaining amount under the contract after signing the act of acceptance of work performed;
in the case of stage-by-stage financing of the provision of services, pay for them according to the payment schedule (indicating the time and exact amount of payment).

Responsibility of the parties.

The customer and the contractor in the contract for the provision of services stipulate penalties and interest that they undertake to pay to each other (the contractor - in case of non-performance, poor 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).

Force Majeure.

These are the conditions prescribed in the contract for the provision of services, which relieve the parties from liability for the implementation of the clauses of the agreement. They may be force majeure obstacles: a change in the market situation, natural disasters, riots or wars.

Change and termination of the contract.

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

Dispute resolution.

The procedure for settling disputes and claims under a service agreement is determined. It can be negotiations, consultations or resolution of contradictions in court. At the same time, conditions and terms must be specified, after the expiration of which the topic of disagreement is transferred for judicial consideration.

Final provisions.

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

Details of the parties.

FULL NAME. the responsible person who signed the contract on behalf of the customer and the contractor, the legal address or place of residence of the parties, PSRN, OKPO, TIN, KPP, account number, bank details.

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

With all required attributes contracts for the provision various kinds services have their own characteristics:

When providing transport services, it is understood that the contractor will carry out the transportation of the customer's cargo at his expense. Since the cargo being transported may have a value (and in some cases a special one), the contract must provide for a mandatory insurance clause. In addition, the contract takes into account the responsibility of the contractor for the safety of the goods to the customer. A completed and completed waybill serves as confirmation of the execution of the contract for the provision of transport services.
Advertising services are regulated the federal law"About 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 points 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 particular care. Medical services are related to the health of the customer, therefore, in such an agreement, all points and measures of responsibility for the life and health of the patient are carefully prescribed. When providing such services, the contractor is responsible for non-dissemination of confidential information about the health status of the customer. And this important point should be noted in this contract. If (if necessary) the contractor will have to provide information about the state of the customer to third parties, then this point should also be reflected in the contract.

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

The contract for the provision of cleaning services must contain the scope of work and the timing of their implementation. In the practice of providing this type of service, it often happens that the customer provides the contractor with access to a residential or office space in his absence. Therefore, the agreement stipulates the conditions for the integrity and safety of the customer's property.
The contract for the provision of legal services implies that the contractor conducts all the cases assigned under the agreement on behalf of the customer. At the same time, 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 contractor under the contract will be taken into account as much as possible. Therefore, the customer, signing such a document, must carefully consider the points that relate to the observance of his rights. It should be remembered that when instructing 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 money.
The contract for the provision of educational services may be bilateral or tripartite. It is concluded between the customer, the contractor and the person who is being trained to provide paid services. Therefore, it should 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. Tuition expenses are the basis for tax deductions, so the document is concluded with the party that intends to receive a tax refund. The contract for educational services must have appendices that indicate the training plan or a list of subjects studied during the validity of this agreement.
A contract for the provision of hotel services can often involve the involvement of third parties. Initially, being a typical document of a personal nature, it stipulates the involvement of other employees. At the same time, it should reflect the conditions of accommodation in the hotel, the services provided to the guest at no additional charge and the service that is provided for a fee. All this is determined in advance and entered into 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 the hotel and departure from it. The document is signed after all the above points are agreed upon and agreed upon.
The contract for the provision of consulting services is the most difficult in terms of its regulation, because it is of an exclusively intellectual nature. The final product that is obtained in the process of implementing this agreement is: expert opinions, advice, methods of action and decision-making, analyzes, conclusions, etc.

Expert opinion

With freelancers, you also need to conclude a contract for the provision of services.

Alexander Bychkov,

Head of Legal Department, TGC Salyut

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

A contract 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 set 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 wages, provide a set of measures for insurance and social protection. However, when drawing up an agreement, special attention must be paid so that, as a result of the next inspection, the labor inspector cannot reclassify the civil labor contract into an employment contract and refer the case for consideration to the court.

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How to make a claim under a service agreement

Each contract concluded between two parties contains their rights and obligations. In practice, it often turns out that one of the parties in bad faith fulfills the obligations assumed under the contract 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 injured, in this case, may file a claim under a service agreement. This is a document that is used to resolve a conflict without litigation.

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 relations of the parties to the service agreement are 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 performs all work under the terms of the contract for the provision of services in a timely manner, and the party that acts as a customer makes timely payments.

In the event that the subjects of the contract are not satisfied with each other in terms of the performance of services, the party that considers itself the victim may submit a claim to its opponent on the following facts of violation of contractual obligations:

disruption of 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 of payment by the customer for the work of the contractor under the terms of the contract or delaying payment terms.

The legislative system considers poor-quality fulfillment of the terms of the contract and the obligations assumed as a failure of the current agreement. This fact is dominant in order for the injured party to be able to make a claim at fault. The customer is most often not satisfied with the quality of work and the timing of its implementation. The contractor, as a rule, makes claims for payment by the customer for the 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 frequent requirement of the contractor to the customer is payment for the work performed. The customer may make broader claims to the contractor. He has the right to demand:

eliminate identified deficiencies at no additional charge;
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 case of termination of the contract for the provision of services;
demand to redo the work (possibly if the shortcomings in the previously performed actions cannot be eliminated);
reduce payments for those services that were not provided with high quality;
pay all outstanding penalties in full.

When making payment under a service agreement, the customer has the right to demand from the contractor compensation for damages, payment of penalties and fines for poor-quality work, even in cases where this is not provided for by the agreement. All disputes 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 unmotivated delays in payment for the services rendered.

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

On what grounds is it possible to terminate the contract for the provision of services

Article 450 of the Civil Code of the Russian Federation provides a list of grounds that allow you to start the procedure for terminating a service agreement.

They depend on the party that initiated 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 the cases provided for three options:

Option 1. By agreement of the parties.

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

Firstly, it saves the parties from the need to apply to the judicial authorities and from unnecessary legal costs, respectively. Having terminated the contract for the provision of services by agreement, the parties can no longer present claims to each other in court.

Secondly, the reason for the mutual consent 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 the termination of the 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.

A termination agreement has the same form as a service agreement. Most often, such a document is worked out in the usual 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 terminating 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 by 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 clause is stipulated in the document), then clause 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 service agreement, he continues to perform actions related to the fulfillment of the conditions of the original agreement, then the conditions for terminating the service agreement will be invalidated.

Option 2. Motivated and unmotivated withdrawal from the contract unilaterally without litigation.

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

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

Motivated unilateral refusal.

The legislation provides for the customer's refusal from the contract for the provision of services unilaterally and provides the opportunity to require the contractor to reimburse the costs incurred. This procedure is regulated by Article 783 of the Civil Code of the Russian Federation. It takes effect:

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 the service of proper quality is not being provided (as provided for by the contract), and the actual deadlines for eliminating the shortcomings 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 will be rendered of poor quality, and the requirements for the elimination of deficiencies will be 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, then the contractor may demand in court to consider the contract for the provision of services as valid.

Unmotivated unilateral refusal.

The legislation does not regulate the cancellation of the contract for the provision of services and allows the customer to terminate the contractual relationship both during the validity of the contract at any stage of its implementation, and before its entry 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 the termination of the contract for the provision of services and the 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 a judicial proceeding.

To terminate the contract for the provision of services, you must file a lawsuit 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 the termination of the contract. The reason for terminating the contract for the provision of services should be serious circumstances in which the implementation of the terms of the agreement becomes inappropriate or impossible.

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 was entitled to rely on under the terms of the contract. This may refer to the untimely fulfillment by the contractor of the obligations assumed under the contract (clause 2, article 450 of the Civil Code of the Russian Federation).

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

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

at the conclusion of the contract, the contractor and the customer were sure that during its implementation conflict situations were impossible;
the customer could not overcome the circumstances, despite his punctuality in obligations and attitude to the concluded contract;
when the customer may suffer significant damage, in many respects exceeding the expected dividends from the results of the current contract;
the contract does not say that the customer bears the risk of a change in circumstances.

The law defines what points are taken into account and considered important in the provision of a number of services.

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

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

There are no clauses in the Civil Code of the Russian Federation for the procedure for terminating a service agreement. Such a procedure may be described in other regulations and rules. In this case, the parties must have good reasons and arguments to terminate the service agreement.

It often happens that the parties concluding such an agreement themselves provide in it those moments at which it can be terminated in court. From the side legislative framework in this case, the presumption of freedom of contractual relations applies to the parties. Thus, in order to provide for the possibility of terminating the contract, the parties may indicate the following grounds:

the quality of the work of the contractor did not meet the expectations of the customer;
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 contract for the provision of services

Mistake 1. They confused the contract with paid services.

Companies enter into a contract 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 in resolving disputes, even in court.

Consequences. An example can be given when the contractor, under a service agreement, placed the customer's advertising information for a specified period of time. After half of the contractual period, the contractor informed the customer that his advertising message would be removed. The customer applied to the court and by the decision of the court the contractor paid a fine in his favor. The procedure went without conflicts and 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 an element of the contract and took the side of the applicant. Using the 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 by him. And the condition regarding the penalty upon refusal can be ignored even if it is in the contract for the provision of services.

Consider an example of a reverse situation where an agreement between the parties has been defined as a service contract. Here the sanctions established by the Civil Code of the Russian Federation were applied. In such an agreement, it was not necessary to fix the terms for the provision of services. Both sides ignored this point. However, when a conflict situation arose and the case was referred to the court, the judges reclassified this agreement into a work contract, according to which the indication of the 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 matter of the service agreement was not specified.

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

Consequences. In a service contract, the subject matter of the contract is key value. If the subject of the contract is not explicitly expressed, not specific, it can be considered as not concluded. In this case, the outcome of the trial may be dependent on the stage at which the dispute is at the time of litigation. In the event that the service under the contract has already been completed, there is a high probability that, upon resolving the dispute, the customer will pay for it. 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 took place during the performance of this work. In the event that the services were not paid for by the customer, it will also be a very difficult task to achieve payment, since the subject of the contract is abstract and it is very difficult to prove that the service was (or was not) provided properly.

Mistake 3. There is no evidence that 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 make such documents, but the information they contain is not complete. The preparation of such acts is not a prerequisite. However, if upon the implementation of the contract for the provision of services, an act of acceptance of 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 costs of the contractor under the contract.

Consequences. In the event that the contractor cannot provide the court with the certificates of work performed signed by the customer, he may also consider other documents that were drawn up during the execution of the service agreement, up to the correspondence of the parties or the testimony of witnesses. But keep in mind that not every judge will consider such documents as evidence.

Such a court decision may arise not only if the service agreement stipulates the need to draw up an act of work performed, signed by the customer, but also when the existence of such acts is not mentioned in the contract. The court may decide in favor of the customer if the contractor was unable to provide the court with an act of work performed with the customer's signature due to poor elaboration of this act or its signing by a person not authorized by the customer without a corresponding reference to the contract. But even with the 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.

Mistake 4. The service agreement did not specify the requirements.

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

Consequences. Many unscrupulous customers very often use this 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 in popularity is the fact when the customer tries to prove that the service was not provided at all. The second favorite trick of the customer-charlatan is an attempt to convince the judicial board that the service was not provided in a quality and in full. This should be remembered by those managers and marketers who draw up a contract for the provision of services and fix in the document protection against such loopholes, due to which a conflict situation and refusal to pay can be provoked.

Such misunderstandings arise when specific conditions are described in in general terms using phrases that allow interpreting the terms of the contract not on the merits of its meaning, but for its own benefit.

The undersigned confirm by this act that the services provided for by the contract for the provision of services for a fee No. ___ dated "__" ____ 20__ were provided by the contractor to the customer in full, in a timely manner, efficiently and properly. The customer has no claims to 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 possible creation disputed and conflict situations, while it is signed by both parties, the court has the right to recognize the desire of the performer to receive material remuneration for the work as fair.

It can be stated in the contract that after the provision of services, the contractor will transfer a certain material result to the customer.

It will serve as proof that the contractor has provided the customer with the service on time and in full. If the customer evades acceptance of the result of 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 (applications, petitions, complaints, letters, protocols of court proceedings, etc.);
conclusions of the evaluation commission;
acts and reports based on the results of the analyzes;
confirmation of compliance with regulatory calculations;
business plans;
photo reports.

Documents that confirm the performance of the contract for the provision of services.

If the customer has not unilaterally signed the certificate of completion under the service agreement and such a document is not provided for by the agreement itself, it is possible to prove the fact of the service using other documents. They can be waybills, waybills, acts of taking instrument readings, magazines and books of registration of accounting documents, correspondence of the parties, etc.

Expert opinion

Common mistakes when concluding a contract for the provision of intermediary services

Vitaly Perelygin,

expert, legal reference system "Sistema Lawyer"

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

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

It was not specified whether the intermediary has the right to perform the task.

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

The goods intended for sale were not specifically named.

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

We determined unprofitable conditions for ourselves related to the payment of remuneration to an intermediary.

In relations between commercial companies, any mediation agreement is considered to be compensated. This means that you must pay a fee to the intermediary (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 variants payment of remuneration - for example, in a fixed amount specified in the contract, as a percentage of the transaction amount or in the form of the difference between the actual cost of the goods sold and the price specified in the contract.

They did not determine and did not agree with the intermediary the conditions and the number of transactions that the intermediary should carry out with the buyer.

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

Information about experts

Alexander Bychkov, head of the legal department of TGC Salyut. The Salyut Hotel is a hotel complex designed to receive groups, individual tourists and guests arriving in the capital. The hotel has 1,091 rooms and is the second largest hotel in Moscow in terms of the number of rooms.

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

Sergey Aristov, expert of the legal reference system "Sistema Lawyer" (Action-digital company), Moscow. Sergey Aristov graduated from the Faculty of Law of the Nizhny Novgorod state university them. N.I. Lobachevsky and Nizhny Novgorod State University of Architecture and Civil Engineering (specialization - "Organization Management"). Worked as a legal adviser, head of the legal department. Member of the Union of Journalists of Russia since 2008. Action-Digital LLC. Field of activity: development and support of electronic products for a professional audience, including the JSS "Sistema Lawyer" (legal reference system of 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 "System Lawyer". Vitaly Perelygin graduated from the law faculty of Moscow State University. M. V. Lomonosov. Worked as a lawyer in a large logistics company. He specializes in contract and corporate law, as well as in the field of legal protection of intellectual property. JSS "Sistema Lawyer" - the first legal reference system of practical explanations from judges. Official site - www.1jur.ru.

The essential terms of the contract for the provision of services must be observed in it.

Without their indication or if the data is filled in incorrectly, problems may arise with the recognition of the agreement as invalid.

To prevent this from happening, and the transaction took place, special attention should be paid to the correct drafting of the contract.

This is the only way to protect the participants in the transaction from abuse and fraud.

Civil Code Russian Federation the article defines the contract for the provision of services for compensation.

Paragraph one of this article states that such a contract is recognized under which one party, the contractor, is obliged, within the framework of the agreement, to provide certain services in favor of the customer, and the second, in turn, must pay for them.

Clause 2 of Article 779 of the Civil Code of Russia defines a list of possible varieties of such an agreement.

These include transactions for the provision of medical, information, educational and other services.

Form and decoration

Theoretically, a service agreement can be concluded verbally between the parties.

They have the right to agree on the conditions for fulfilling the customer's tasks, terms and payment, etc.

However, this threatens with a lack of timely payment for the contractor or poor-quality work for the customer.

To avoid problems and disagreements, it is better to draw up a contract for the provision of services strictly in writing. It is signed by the parties, which means their agreement with the terms of the transaction.

Documents of this type can be drawn up in a simple written form, which means that there is no obligation to certify them with a notary. This can be done if the participants in the transaction fear that errors may be made during self-compilation.

The law does not prohibit the involvement of specialists in the case, if the parties so desire. However, going to a notary public will make the transaction process more expensive.

Structure and content

The contract usually consists of several clauses and has a special structure. At the very beginning, its name is indicated, below the place and date of its conclusion. The body of the document then contains the following sections:

Item. This should contain data about the service itself, describe all the important points of its execution.
Validity. This section contains information on the date of entry into force of the agreement and its termination.
The term of the service. It is necessary to establish the period in which the contractor must perform the service that is provided for by the agreement.
Rights and obligations of the parties. The clause should contain all the important obligations of the contractor and the customer in relation to each other. The parties may modify the standard form of the contract and include in this paragraph all the parameters that they consider necessary.
The procedure for terminating the agreement. The paragraph contains the conditions under which the parties can terminate the contract and the consequences of such actions. There may be an exhaustive list of all circumstances, the occurrence of which entails the termination of the agreement.

The conclusion must contain signatures, details of the parties. In addition, the participants in the transaction have the right to independently supplement the text with clauses on the resolution of disputes and other nuances of the transaction that may arise in the course of cooperation.

Agreement conditions

Any agreement is based on the conditions that the parties put forward regarding the quality of the service performed and payment for it.

The participants in the transaction have the right to independently determine the conditions that should be stipulated in the contract.

However, there are some of them that should be taken into account and written out in the text of the agreement without fail.

These include:

Put forward for the service being performed, including quality requirements, etc.
Conditions for acceptance of completed work and refusal of it. However, in the event of a refusal due to reasons beyond the control of the contractor, the customer must reimburse all current costs incurred by the contractor.
Rules and terms of payment, method of transferring money, etc.
Actions of the parties in disputable situations, the procedure for resolving disagreements, etc.

The rule on the personal performance of services is established by law in an article of the Civil Code of the Russian Federation. That is why if no additional conditions on this matter are provided in the contract, the personal provision of the service by the contractor is assumed.

In addition to the subject of the transaction and payment for the work performed, other conditions are considered additional and are negotiated by the parties at their own discretion.

Essential terms of the contract for the provision of services

The law provides for the conditions, without the exact inclusion of which in the text of the contract, it cannot be considered valid.

This means that the absence of certain data in the text of the agreement automatically entails its invalidity.

Such in the case of a contract for the provision of services is the subject of the contract.

It should be clearly described in the text, i.e. it should be clear what kind of service is provided. Payment should also be specified in the text of the document, since the customer undertakes to pay it.

Exact list essential conditions the contract for the provision of services in the law is not stipulated. However, within the meaning of Article 779 of the Civil Code of the Russian Federation, it follows that it is the condition on the subject and payment that are essential.

Common Mistakes

In the preparation and interpretation of the contract for the provision of services, errors sometimes occur. The most common and dangerous of them is the absence of an essential condition. In the event of a controversial or ambiguous situation, the interested party can take advantage of this fact and challenge the contract in court. This may lead to its invalidation, and all the corresponding consequences.

In addition, this agreement is often confused in meaning and essence with a work contract.

The first implies the commission of some action in favor of the customer, while the second, despite the initial similarity, implies a different result.

Under the contract agreement, the performer also performs actions, but the results will be a specific subject (object), separable from the activity itself.

Therefore, unless otherwise follows from the contract for the provision of services for compensation and the nature of the relationship, the customer is obliged to pay the contractor the agreed price after the counterparty has duly fulfilled the obligations stipulated by the contract (that is, after the provision of services). The contractor has the right to require the customer to pay an advance or a deposit only in cases and in the amount specified in the law or the contract (clause 2, article 711 of the Civil Code of the Russian Federation). In other cases, the customer's failure to fulfill the obligation to pay an advance provides the contractor with the rights provided for in paragraph 2 of Art. 328 of the Civil Code of the Russian Federation. Paragraph 2 of Art. 781 of the Civil Code of the Russian Federation provides that in case of impossibility of performance due to the fault of the customer, the services are payable in full (decisions of the Arbitration Court of the North-Western District of 13.05.2016 N F07-2670 / 16, the Arbitration Court of the Moscow District of 09.03.2016 N F05- 1612/16).

Contract for services

The Customer pays for the Services in the following order (select the required one / it is possible to establish a different payment procedure): part of the cost of the Services in the amount of () rubles, including VAT () rubles, the Customer pays before the start of the provision of services by the Contractor (prepayment), the remaining part the cost of the Services in the amount of () rubles, including VAT () rubles, the Customer pays within days after the signing by the Parties of the Certificate of acceptance and delivery of services rendered. 3.3. All settlements under the Agreement are made in a cashless manner by transferring Money to the settlement account specified by the Contractor. The Customer's payment obligations are considered to be fulfilled on the date the funds are credited to the correspondent account of the Contractor's bank.

What mistakes are made most often when formulating the procedure for settlements 4. Responsibility of the parties 4.1. For violation of the terms for the provision of Services (p.

Service agreement: conditions, procedure for concluding and terminating

A party to an obligation. 5.3.3. To change the volume of services and amounts under this Agreement, upwards or downwards, having previously agreed with the other Party, at the same time an additional agreement to this Agreement is drawn up and signed, which is an integral part of this Agreement. 6. Responsibility of the Parties under this Agreement 6.1. The Parties shall be liable for failure to fulfill their obligations under this Agreement in accordance with the current legislation of the Russian Federation. 6.2. In case of untimely provision of services due to its own fault, provided for in Appendix No. 1 of this Agreement, the Contractor pays the Customer a penalty in the amount of 0.01% of the cost of the unproven volume of services, starting from the 3rd (third) day of delay, but not more than 5 (five) % of the amount of this Agreement, in accordance with clause 2 of this Agreement.

The rights and obligations of the parties in the provision of consumer services are regulated by the Law "On Protection of Consumer Rights", as well as the rules of consumer services. In most cases, an agreement for the provision of services is drawn up in writing, although an oral agreement is also allowed between citizens if the cost of services does not exceed 10 thousand rubles. As for household services, the contract for their performance can be drawn up as in standard form, and by filling out a receipt.

Attention

At the same time, it must necessarily reflect all the essential terms of the contract. If the household service is performed directly in the presence of the customer, then it is enough for the contractor to issue a cash receipt or other document confirming payment. A form of a standard contract for the provision of services can be found on our website.

Rules and procedure for payment under a service agreement

Contract for services
Price and settlements contract for the provision of services
Contract for the provision of services
A contract for the provision of services: how to draw up without errors
Payment procedure under the service agreement
The procedure for payment under the contract for the provision of services
Payment procedure in the service agreement

Rules and procedure for payment under a service agreement Compensation for expenses - how is their value reflected in the agreement? In the conditions on the procedure for settlements under a service agreement, a requirement to compensate the contractor's expenses may be displayed (clause 2 of article 709 of the Civil Code).

3. terms of payment for services under this agreement

In case of late payment for the services provided for in this Agreement, the Customer pays the Contractor a penalty in the amount of 0.01% of the value of the unpaid amount of the final settlement payment, starting from the 3rd (third) day of delay, but not more than 5 (five)% of the amount of this Agreement , in accordance with paragraph 2 of this Agreement. 6.4. Payment of penalties does not relieve the guilty Party from fulfilling the obligations stipulated by this Agreement. 6.5. The Parties shall take all measures to fulfill their obligations under this Agreement and shall be liable for their non-fulfillment. Measures of liability of the Parties not provided for in this Agreement shall be applied in accordance with the norms of civil legislation in force on the territory of the Russian Federation. Customer () Contractor () 6.6.

Sample service agreement (standard form)

Standard form of a contract for the provision of services » » 201 Romashka LLC, hereinafter referred to as the "Customer", represented by CEO, acting on the basis of the Charter, on the one hand, and Odnodnevka LLC, hereinafter referred to as the "Contractor", represented by the director acting on the basis of the Charter, on the other hand, have concluded this Agreement on the following: What mistakes are made most often in the preamble of the agreement 1. Subject of the agreement 1.1. The Contractor undertakes to provide the Customer with the services (hereinafter referred to as the Services) named in the List of Services Provided, which is an integral part of the Agreement (Appendix No. 1), and the Customer undertakes to pay for these Services. 1.2. The Contractor undertakes to provide the Services personally. 1.3. The terms for the provision of the Services are determined in the List of Services Provided (Appendix No. 1).

What mistakes are made most often in the subject of the contract 2. Order of delivery and acceptance of services 2.1.
Limited Liability Company "IT-Expert" (LLC "IT-Expert"), hereinafter referred to as the "Contractor", represented by Director Murzin Alexey Nikolaevich, acting on the basis of the Charter, and (name of organization) hereinafter referred to as the "Customer", represented by , acting on the basis of (position, full name), collectively referred to as the “Parties”, and individually as the “Party”, have concluded this Agreement (hereinafter referred to as the “Agreement”) as follows:

Subject of this Agreement

The Contractor undertakes to provide services for the implementation of software (CRM-systems), and the Customer undertakes to accept and pay for them. The stages and terms of joint (type) actions of the Contractor and the Customer are given in Appendix No. 1, which is an integral part of this Agreement.

Possible payment options under the contract

Rights of both Parties 5.3.1. Demand performance by the other Party of its obligations under this Agreement. The order of payment in the contract for the provision of services Such conditions, as a rule, include conditions on who buys necessary materials, the procedure for payment and acceptance of work, guarantees of the quality of work performed, expiration date, documents and accessories. The condition on the price of the services provided is not an essential condition. In the absence of such a condition in the contract, the price is determined according to the rules of cl.

3 art. 424 1 Art. 161 GK).

The contract is subject to the general provisions on the contract (Art. Art. 702 - 729 of the Civil Code) and the provisions on domestic contracting (Art. Art.

How to draw up a service agreement

Upon the fact of the provision of the Services, the Contractor shall submit to the Customer for signing the Certificate of Acceptance and Delivery of the Services Rendered (Appendix No. 2) in two copies. 2.2. Within 7 days after receiving the Acceptance and Delivery Certificate for the services rendered, the Customer is obliged to sign it and send one copy to the Contractor, or, if there are deficiencies, provide the Contractor with a reasoned refusal to sign it. 2.3. If there are deficiencies, the Contractor undertakes to eliminate them within 14 days from the date of receipt of the relevant claims of the Customer.
2.4. Services are considered rendered from the moment the Parties sign the Certificate of Acceptance and Delivery of Services Rendered. 3. Contract price and payment procedure 3.1. The total cost of the Services is () rubles, including VAT () rubles. 3.2.
Contract Contractor and Customer Prepayment under the Contract — 40% Upon execution by the Customer Receipt of payment to the settlement account of the Contractor Customer 8 people) in the amount of four academic hours Within two working days after installing and configuring CRM Training of the Customer's users was carried out by the Contractor Final settlement under the Contract - 60% Upon completion by the Customer in accordance with clause 3.2 of this Contract Receipt of payment to the settlement account of the Contractor Customer Technical support, consulting Within three weeks from the date of signing this Agreement Technical support and consulting Contractor Customer: (Position) (Signature) (Full name) M.P.

What is a service agreement? What are the legal aspects of this document? How does the law distribute rights and obligations between the parties to the agreement? Read about all this in our article.

The contract for the provision of services is an agreement under which the contractor assumes obligations to provide certain services, and the customer undertakes to make timely and full payment for their performance. The service agreement, as well as, is of a personal nature, that is, its execution is the direct responsibility of the person who has assumed obligations under this agreement. Both individuals and legal entities can act as a customer and contractor under a service agreement. The subject of the contract for the provision of services is an action of an intangible nature. A contract for a personal service, which is performed immediately in the presence of the customer, can be issued in the form of a cash receipt or invoice receipt. In case of loss of the document confirming the performance of the service, it can be restored by means of a personal application of the consumer upon presentation of an identity document.

Note that Russian law provides for the possibility.

The service agreement is regulated by the Civil Code of the Russian Federation, the terms of execution are determined by agreement between the two parties. In addition, Russian legislation provides for certain types of services (for example, postal, transport), the procedure for the execution of which is determined by special legal acts. A contract for the provision of services is similar to a contract for the performance of any work, however, unlike a contract, an agreement does not give a material result. For example, the activity of a realtor aimed at finding real estate for a specific client is carried out under an agency service agreement, and any repair and construction work is executed under a work contract.

Sample agency contract for the provision of services download here

The amount of the cost of the services provided is determined by agreement of the parties, but the price for the service cannot be higher than that established by the state authorities. In the event of termination of the contract for the provision of services, the customer is returned the amount of money, taking into account the reduction in the price for the service provided, established in accordance with paragraph 3 of Art. 24 FZ dated February 7, 1992 No. 2300-1. The person who has assumed obligations to fulfill the agreement is not entitled to carry out any additional work with the collection of additional fees. The customer, in turn, has the right to refuse to perform such services.

Service agreement: essential conditions

The contract for the provision of services, as a rule, has several essential conditions for execution:

The subject of the contract is an extremely clear description of the service that the contractor must provide.
Clear dates for the start and completion of work specified in the contract
Location of the service.
Requirements for the quality of the service provided under the contract.
Payment schedule for the customer.
Responsibility of each of the parties to the agreement for failure to fulfill their obligations (the amount of the penalty in case of violation of the terms of payments, etc.).

In addition, the contract may contain conditions for making an advance payment in full or in part, as well as the right of the contractor to involve third parties in the performance of services. Service agreement between individuals or legal entities may also be accompanied by related documents:

act of delivery and acceptance of work performed under the agreement;
reporting documentation of the contractor, including the costs incurred;
additional agreement.

Paid Services Agreement: Supplementary Agreement

During the execution of an agreement on the provision of services, it often becomes necessary to change any of the terms of the contract or agree on a new, previously unprescribed condition (changing the terms of payment, making prepayment conditions, changing the amount of the penalty, extending the terms of the contract, the procedure for considering disagreements, etc. .). For this, an additional agreement to the service agreement can be drawn up between the customer and the contractor. As a rule, the need for an additional agreement may arise when concluding a long-term service agreement (for example, with a student studying at a university on a paid basis). Note that in the supplementary agreement, it is very important to have the number and date of the main contract, as well as the number of the previously drawn up supplementary agreement, if its execution has already taken place. Also, in the named document there should be a personal signature of all participants.

Rights and obligations of participants in the contract for the provision of personal services

Rights and obligations of the consumer

When drawing up the contract, the customer assumes the obligation to make timely payment for the work performed in full after its acceptance. At the initiative of the consumer and the agreement of both parties, the service can be paid for at the conclusion of the contract by making an advance payment or in full. In case of violation of any clauses of the contract, the customer has the right to.

Rights and obligations of the performer

A party to a service contract acting as a contractor has the right to refuse to perform work and terminate the contract unilaterally if the customer takes measures to eliminate the circumstances that have arisen that impede the performance of the service at the proper level within a certain period of time (low-quality material will not be replaced, change the conditions for the performance of work with timely and reasonable informing the contractor). In this case, the contractor has the right to demand from the customer full compensation for the losses incurred. A number of obligations that the contractor bears when concluding a service agreement include:

Ensure the safety and proper use of material assets provided by the customer for the performance of the service.
Timely provide information to the customer about the unsuitability of the material transferred by the consumer to perform the work.

The Contractor is released from liability for the total or partial loss of the material received from the customer, if the latter was warned in a timely manner about its special properties, which could lead to the loss/damage of the material.

Provide a full report on the consumption of materials with the return of balances.

In case of partial or complete loss of the material provided by the customer, the contractor is obliged to replace it with an equivalent one within 3 days or compensate for the damage twice.

The contractor is responsible under the service agreement for:

timely provision of information to the customer about unexpected circumstances that prevent the completion of work within the time period established by the contract;

timely provision of information to the customer about circumstances that depend on the consumer and prevent the completion of work within the time period established by the contract and affect the level of quality of work;

shortcomings in the performed service with an unspecified period of warranty service, if the customer provides an evidence base that such defects occurred before he accepted the work;

shortcomings in the performed service with the established period of warranty service, if the contractor cannot prove their occurrence as a result of a violation of the rules for using the result of the rendered service by the customer or the occurrence of force majeure.

Service contract claim

A claim under a service agreement is a document containing an appeal from one party to the other due to improper performance of the agreement. The claim serves as a tool for pre-trial settlement of disputes between the customer and the contractor. The procedure for filing a claim is determined by agreement of the parties.

In case of direct appeal of the parties to the judicial authorities without pre-trial settlement of the conflict, the court may reject it.

The form for filing a claim under a service agreement is arbitrary, while its text must contain such main points as:

clearly defined requirements;
the amount of the claim (debt and penalty);
term for consideration of the claim;
obligations that have been breached.

A claim under a service agreement can be made by both the customer and the contractor. The document is drawn up in two copies with copies and extracts of documents confirming the violation.

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