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Service Agreement Template
A service agreement documents the terms on which one party provides services to another in Canada. Use our free template to define scope, compensation, warranties, liability limits, and termination — built on Canadian common-law contract principles and tested limitation-of-liability drafting.
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SERVICE AGREEMENT
Province Of British Columbia, Canada
CLIENT
Northern Pacific Holdings Inc.
200 Burrard Street, Suite 1500, Vancouver, BC V6C 3L6
Email: jwu@northernpacific.ca
Email: jwu@northernpacific.ca
SERVICE PROVIDER
Cascade Digital Solutions Ltd.
100 Adelaide Street West, Suite 2800, Toronto, ON M5H 1S3
Email: mchen@cascadedigital.ca
Email: mchen@cascadedigital.ca
Fixed fee of 35,000.00 CAD
April 1, 2026 to August 31, 2026 · Net 30 Days
This Service Agreement (this "Agreement") is entered into as of April 1, 2026 by and between Northern Pacific Holdings Inc. (the "Client") and Cascade Digital Solutions Ltd. (the "Service Provider"). The parties agree as follows:
1.
SCOPE OF SERVICES
The Service Provider agrees to perform the following services (the "Services") for the Client:
Complete redesign and development of corporate website including responsive design, CMS integration, SEO optimization, analytics setup, and staff training. Three revision rounds included for each milestone.
The Service Provider shall perform the Services in a professional and workmanlike manner, consistent with applicable industry standards and any deliverable specifications agreed in writing between the parties.
Complete redesign and development of corporate website including responsive design, CMS integration, SEO optimization, analytics setup, and staff training. Three revision rounds included for each milestone.
The Service Provider shall perform the Services in a professional and workmanlike manner, consistent with applicable industry standards and any deliverable specifications agreed in writing between the parties.
2.
TERM
This Agreement shall commence on April 1, 2026 and shall continue until August 31, 2026, unless earlier terminated in accordance with the terms hereof.
3.
FEES AND PAYMENT
The Client shall pay the Service Provider as follows: Fixed fee of 35,000.00 CAD. Payment terms: Net 30 Days. All amounts are in Canadian dollars unless otherwise stated and are exclusive of applicable GST/HST and provincial sales taxes, which shall be added to invoices as required by law. The Service Provider's GST/HST Registration Number is 987654321 RT0001 and shall appear on every invoice issued under this Agreement, in accordance with subsection 169(4) of the Excise Tax Act, R.S.C. 1985, c. E-15.
4.
ACCEPTANCE OF DELIVERABLES
Upon completion of Services or delivery of any deliverable, the Client shall have ten (10) business days to review and either accept the deliverable or provide written notice of specific deficiencies. If no written notice of deficiencies is provided within such period, the deliverable shall be deemed accepted. The Service Provider shall correct material deficiencies within a reasonable time at no additional charge, provided such deficiencies are within the agreed Scope of Services.
5.
CONFIDENTIALITY
Each party agrees to hold in confidence all proprietary or confidential information disclosed by the other party in connection with this Agreement, and to use such information solely for the purposes contemplated herein. This obligation shall survive termination of this Agreement for a period of three (3) years. Neither party shall disclose the other party's confidential information to any third party without prior written consent, except where disclosure is required by applicable law, regulatory order, or valid court order, in which case the disclosing party shall provide reasonable prior notice to the other where lawful.
6.
INDEPENDENT CONTRACTOR RELATIONSHIP
The Service Provider is engaged as an independent contractor and not as an employee, partner, joint venturer, or agent of the Client. The Service Provider is solely responsible for: (a) all income tax, Canada Pension Plan (CPP), Employment Insurance (EI), GST/HST, and other statutory withholdings or remittances arising from the fees paid hereunder; (b) the Service Provider's own tools, equipment, insurance, and work location; and (c) the manner in which the Services are performed, subject only to the deliverable specifications and timelines. The parties confirm that the relationship is intended to meet the four-factor common-law test (control, ownership of tools, chance of profit/risk of loss, and integration) applied by the Canada Revenue Agency and Canadian courts, including 671122 Ontario Ltd. v. Sagaz Industries Canada Inc., 2001 SCC 59, and Modern Cleaning Concept Inc. v. Comité paritaire de l'entretien d'édifices publics, 2019 SCC 28. The parties acknowledge that the substance of the relationship as performed — not merely this contractual label — governs the legal characterization.
7.
INTELLECTUAL PROPERTY
All work product, deliverables, and intellectual property created by the Service Provider in the performance of the Services (the "Work Product") shall be the sole and exclusive property of the Client. The Service Provider hereby assigns to the Client all right, title, and interest in the Work Product, including all copyright, patent, trademark, and other intellectual property rights therein, pursuant to the Copyright Act, R.S.C. 1985, c. C-42, and the Patent Act, R.S.C. 1985, c. P-4. The Service Provider, and (where applicable) each individual author of the Work Product, hereby waives in favour of the Client and its successors, assigns, and licensees all moral rights in the Work Product to the fullest extent permitted by section 14.1 of the Copyright Act, including the right of attribution, the right of integrity, and the right to remain anonymous or to use a pseudonym.
Pre-Existing IP: The Service Provider retains ownership of the following pre-existing intellectual property used in the Work Product, and hereby grants the Client a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP as incorporated in the Work Product: Cascade Digital Solutions UI component library (CDS-UI v3.2) — reusable React components for navigation, forms, and data tables.
Pre-Existing IP: The Service Provider retains ownership of the following pre-existing intellectual property used in the Work Product, and hereby grants the Client a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP as incorporated in the Work Product: Cascade Digital Solutions UI component library (CDS-UI v3.2) — reusable React components for navigation, forms, and data tables.
8.
LIMITATION OF LIABILITY
EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The total aggregate liability of the Service Provider under this Agreement shall not exceed the total fees actually paid by the Client under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
9.
MUTUAL INDEMNIFICATION
Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party") and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable legal fees on a substantial indemnity basis) arising from: (a) the Indemnifying Party's breach of this Agreement; (b) the Indemnifying Party's negligence or wilful misconduct; or (c) any claim that the Indemnifying Party's materials, specifications, or deliverables infringe any third-party intellectual property rights. The Indemnified Party shall provide prompt written notice of any claim and reasonable cooperation in the defence.
10.
TERMINATION
Either party may terminate this Agreement without cause by providing 30 days' written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach. Upon termination, the Client shall pay the Service Provider for all Services performed and reasonable non-cancellable expenses incurred through the effective date of termination. Sections governing confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.
11.
DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement shall first be submitted to good-faith mediation administered by a mutually agreed mediator in the Province of British Columbia. If mediation is unsuccessful within thirty (30) days of the first mediation session, either party may commence legal proceedings in the courts of the Province of British Columbia, to whose jurisdiction the parties attorn.
12.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
13.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, whether written or oral. Amendment: No amendment shall be valid unless in writing signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect. No Waiver: A failure to enforce any provision is not a waiver of future enforcement. Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets. Notices: Notices shall be in writing and effective when received at the addresses or email addresses set out above. Electronic Execution: This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original, under the applicable provincial electronic commerce legislation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
CLIENT
Jennifer Wu
Director, Marketing
Northern Pacific Holdings Inc.
Date: ____________________
SERVICE PROVIDER
Mark Chen
Principal
Cascade Digital Solutions Ltd.
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Service Agreement?
A service agreement is a commercial contract under which a service provider agrees to perform specified services in exchange for payment from a client. It covers deliverables, timelines, fees, intellectual property, warranties, liability, and termination. Service agreements are used across sectors — professional services, IT and software, marketing, consulting, facility management, and more — and form the backbone of most business-to-business commercial relationships in Canada.
Unlike a contract for the sale of goods, a service agreement is not governed by the Sale of Goods Act, R.S.O. 1990, c. S.1, or its provincial equivalents. Instead, Canadian common law applies the principle of freedom of contract, supplemented by implied terms that the services will be performed with reasonable skill and care. Courts will enforce clear, mutually agreed terms provided they are not unconscionable or contrary to public policy.
Where the client is a consumer rather than a business, additional protections apply under provincial consumer protection legislation such as the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A. Section 14 prohibits unfair practices, and Part V imposes specific disclosure requirements on certain types of service contracts. For pure business-to-business engagements, the parties have broad latitude to allocate risk as they see fit.
What's Covered in This Template
Our service agreement template provides a balanced framework for Canadian service engagements.
Parties and Recitals
Legal names, business numbers, and addresses of the service provider and client, with context recitals.
Scope of Services
Detailed description of services, deliverables, milestones, and acceptance criteria in a schedule.
Fees and Payment Terms
Fee structure in CAD, invoicing cadence, late payment interest, and HST/GST treatment.
Term and Renewal
Initial term, renewal mechanics, and notice requirements for non-renewal.
Service Provider Warranties
Warranties that services will be performed with reasonable skill and care and will conform to agreed specifications.
Intellectual Property
Allocation of ownership of pre-existing IP and newly created deliverables.
Confidentiality
Mutual confidentiality obligations protecting business and technical information.
Limitation of Liability
Caps on liability and exclusion of indirect damages, subject to unconscionability limits.
Termination
Grounds for termination for convenience, for cause, and effects on fees and deliverables.
Governing Law and Disputes
Selection of the governing province and dispute-resolution process, including mediation or arbitration.
How to Create a Service Agreement
Follow these steps to produce a well-balanced service agreement.
- 1
Define the Services and Deliverables
Describe the services, milestones, acceptance criteria, and any service-level commitments in clear, measurable terms.
- 2
Set Fees and Payment Terms
Agree on fees in CAD, invoicing schedule, late payment consequences, and whether HST/GST is included or extra.
- 3
Allocate IP and Risk
Decide who owns pre-existing and newly created IP, and set proportionate limits on warranties and liability.
- 4
Plan for Termination
Provide both sides with termination rights for convenience and for cause, and address what happens to fees and work product on exit.
- 5
Review and Sign
Preview the agreement, confirm the governing province, and download the PDF for electronic or wet-ink signatures.
Why Doxuno documents are different
Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.
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Always current with the law
Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.
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Legal Considerations
Canadian common law, consumer protection statutes, and tax rules all shape service agreements.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified lawyer in your province for advice specific to your situation.
Reviewed for Canadian law
Freedom of Contract and Implied Terms
Canadian common law applies freedom of contract to business-to-business service agreements, subject to doctrines such as unconscionability and public policy. Courts will imply a term that services will be performed with reasonable skill and care, and in some cases that the service provider has the necessary authority and licences. The Sale of Goods Act does not apply to pure services, but similar good-faith and diligence standards apply by analogy.
Enforceability of Limitation of Liability Clauses
Limitation of liability clauses are generally enforceable in Canada. The Supreme Court of Canada set out the modern framework in Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), 2010 SCC 4: courts ask whether the clause applies as a matter of interpretation, whether it was unconscionable when formed, and whether overriding public policy reasons justify refusing enforcement. Clear drafting increases the likelihood of enforcement.
Consumer Protection Act Considerations
Where the client is a consumer, Ontario’s Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A, section 14 prohibits unfair practices, and the Act imposes cooling-off rights and disclosure obligations on certain service contracts. Equivalent statutes apply in other provinces. Business-to-business agreements are generally outside the scope of these rules.
Tax, Classification, and Cross-Border Issues
Services supplied in Canada may be subject to HST or GST under the Excise Tax Act, R.S.C. 1985, c. E-15. The rate depends on the place of supply. The service agreement should also confirm that the service provider is engaged as an independent business, not an employee, to avoid misclassification under the Canada Revenue Agency’s guidance in RC4110 and the Sagaz test set out in 671122 Ontario Ltd. v. Sagaz Industries Canada Inc., 2001 SCC 59.
Frequently Asked Questions
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