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Service Agreement Template (Ireland)
A service agreement records the terms on which a service provider supplies services to a customer in Ireland. Our free Irish template covers scope, fees, service levels, confidentiality and liability, aligned with the Sale of Goods and Supply of Services Act 1980.
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SERVICE AGREEMENT
Ireland · Governed By Irish Law
CLIENT
Liffey Digital Ltd.
14 Merrion Square, Dublin 2, D02 EF57
CRN: 654321
CRN: 654321
By: Siobhán Murphy, Chief Executive Officer
SERVICE PROVIDER
Ó'Brien Consulting Ltd.
22 Patrick Street, Cork, T12 YW67
CRN: 789012
CRN: 789012
By: Ciarán Ó'Brien, Managing Director
Fixed fee of EUR 28,500.00
1 May 2026 to 31 August 2026 · Net 30 Days
This Service Agreement ("Agreement") is entered into as of 1 May 2026 by and between Liffey Digital Ltd. (the "Client") and Ó'Brien Consulting 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:
Full redesign and development of corporate website including UX research, responsive design, CMS integration (Contentful), performance optimisation, and SEO setup. Three revision rounds per milestone. Staff training on CMS (one full-day session) included.
The Service Provider shall perform the Services with reasonable care and skill in accordance with section 39 of the Sale of Goods and Supply of Services Act 1980 (SGSS 1980). Where the Service Provider is a company, it acts through its duly authorised representative whose details are set out above.
Full redesign and development of corporate website including UX research, responsive design, CMS integration (Contentful), performance optimisation, and SEO setup. Three revision rounds per milestone. Staff training on CMS (one full-day session) included.
The Service Provider shall perform the Services with reasonable care and skill in accordance with section 39 of the Sale of Goods and Supply of Services Act 1980 (SGSS 1980). Where the Service Provider is a company, it acts through its duly authorised representative whose details are set out above.
2.
DELIVERABLES AND ACCEPTANCE
Upon completion of the Services or delivery of any deliverable, the Client shall have ten (10) business days to review and either (a) accept the deliverable in writing, or (b) provide written notice identifying specific deficiencies. Silence for ten business days following delivery shall constitute deemed acceptance. The Service Provider shall remedy material deficiencies within a reasonable time at no additional charge. Accepted deliverables shall not be re-opened unless a material defect emerges that was not reasonably discoverable at the time of review.
3.
TERM
This Agreement shall commence on 1 May 2026 and shall continue until 31 August 2026 (the "Term"), unless earlier terminated in accordance with this Agreement. The parties may extend the Term by mutual written agreement.
4.
FEES AND PAYMENT
The Client shall pay the Service Provider: Fixed fee of EUR 28,500.00. Payment shall be made Net 30 Days from receipt of a valid invoice. All fees are exclusive of Value Added Tax (VAT). Where applicable, VAT shall be charged in addition at the rate prevailing on the date of supply. The Service Provider's VAT registration number is IE9876543W. Interest shall accrue on overdue amounts at the rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), being the European Central Bank reference rate plus eight per cent (8%) per annum, calculated from the due date until the date of actual payment.
5.
INDEPENDENT CONTRACTOR STATUS
The Service Provider is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed to create an employment relationship or a relationship of principal and agent between the parties. The parties acknowledge the five-question employment status test established by the Irish Supreme Court in Revenue Commissioners v Karshan (Midlands) Ltd t/a Domino's Pizza [2023] IESC 24, and the Revenue Code of Practice on Determining Employment Status (2021, as updated post-Karshan), and confirm that, applying that test, the engagement is intended to be one of self-employment. The Service Provider retains full control over the manner and means by which the Services are performed, subject to the agreed deliverables. The Service Provider is solely responsible for all tax liabilities, PRSI contributions, USC, VAT, and other statutory obligations arising from payments received under this Agreement, in accordance with the Taxes Consolidation Act 1997 (TCA 1997). If any Revenue, DSP or WRC authority subsequently determines that an employment relationship exists, the Service Provider shall indemnify the Client for any PAYE, PRSI and associated penalties.
6.
SUBSTITUTION RIGHT
Subject to the prior written consent of the Client (such consent not to be unreasonably withheld), the Service Provider may engage a competent and equivalently qualified substitute or sub-contractor to perform all or any part of the Services. The Service Provider shall remain principally responsible for the performance of the Services to the standards required by this Agreement, and shall procure that any substitute is bound by confidentiality and intellectual property obligations no less protective than those in this Agreement. This right of substitution is a substantive right (and not merely theoretical) and reflects the principles established in Karshan [2023] IESC 24 at Question 2 of the Supreme Court's five-question test.
7.
CONFIDENTIALITY
Each party agrees to hold in strict confidence all Confidential Information disclosed by the other party and to use such information solely for the purposes of this Agreement. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. This obligation shall survive termination of this Agreement for a period of 3 years following the date of termination.
8.
INTELLECTUAL PROPERTY
All work product, deliverables, reports, designs, code, and other materials created by the Service Provider in the performance of the Services (the "Work Product") shall, upon creation, vest in and become the sole and exclusive property of the Client. The Service Provider hereby assigns to the Client with full title guarantee all intellectual property rights in and to the Work Product, including copyright under the Copyright and Related Rights Act 2000 (CRRA 2000), by way of present assignment of future copyright where necessary. The Service Provider retains ownership of any pre-existing tools, methodologies, or background IP and grants the Client a non-exclusive, royalty-free, perpetual licence to use such pre-existing IP only to the extent necessary to exploit the Work Product.
Moral Rights Waiver: The Service Provider irrevocably and unconditionally waives, to the fullest extent permitted by Irish law, all moral rights in and to the Work Product under sections 107 to 112 of the Copyright and Related Rights Act 2000, including the right of paternity (attribution) and the right of integrity (objection to derogatory treatment). This waiver is in favour of the Client and all subsequent owners, licensees and successors-in-title, enabling unrestricted commercial use, modification and adaptation of the Work Product.
Moral Rights Waiver: The Service Provider irrevocably and unconditionally waives, to the fullest extent permitted by Irish law, all moral rights in and to the Work Product under sections 107 to 112 of the Copyright and Related Rights Act 2000, including the right of paternity (attribution) and the right of integrity (objection to derogatory treatment). This waiver is in favour of the Client and all subsequent owners, licensees and successors-in-title, enabling unrestricted commercial use, modification and adaptation of the Work Product.
9.
ARTIFICIAL INTELLIGENCE USE AND COMPLIANCE
Disclosure. The Service Provider discloses that artificial intelligence systems (including, without limitation, large language models, code-generation assistants and AI analytics) may be used in performing the Services. The Service Provider shall, on request, identify the categories of AI systems used.
Compliance. Where AI systems are used, the Service Provider shall comply with the EU AI Act (Regulation (EU) 2024/1689), including the Article 5 prohibitions and Article 14 human-oversight obligations, and with the Irish Regulation of Artificial Intelligence Bill 2026 once enacted and any guidance issued by the AI Office of Ireland.
Confidentiality of Client Data in AI Systems. The Service Provider shall not input or upload any of the Client's Confidential Information or personal data into any third-party AI system whose terms of service permit retention, indexing, fine-tuning or training use of such input, without the Client's prior written consent. Enterprise-tier AI systems with contractual exclusions from retention and training use are permitted, with documentary evidence retained on request.
Liability. The Service Provider remains professionally responsible for all Services and Work Product, including any portions produced with AI assistance. The use of AI does not reduce the standard of care set out in Clause 1.
Compliance. Where AI systems are used, the Service Provider shall comply with the EU AI Act (Regulation (EU) 2024/1689), including the Article 5 prohibitions and Article 14 human-oversight obligations, and with the Irish Regulation of Artificial Intelligence Bill 2026 once enacted and any guidance issued by the AI Office of Ireland.
Confidentiality of Client Data in AI Systems. The Service Provider shall not input or upload any of the Client's Confidential Information or personal data into any third-party AI system whose terms of service permit retention, indexing, fine-tuning or training use of such input, without the Client's prior written consent. Enterprise-tier AI systems with contractual exclusions from retention and training use are permitted, with documentary evidence retained on request.
Liability. The Service Provider remains professionally responsible for all Services and Work Product, including any portions produced with AI assistance. The use of AI does not reduce the standard of care set out in Clause 1.
10.
LIMITATION OF LIABILITY AND INDEMNITY
EXCLUSION OF INDIRECT LOSS: Neither party shall be liable to the other for any indirect, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, or loss of anticipated savings, howsoever arising, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such loss. LIABILITY CAP: The Service Provider's total aggregate liability under or in connection with this Agreement shall not exceed three times (3×) the total fees payable under this Agreement (i.e. EUR 85,500.00), whether arising in contract, tort, or otherwise. MUTUAL INDEMNITY: Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party and its directors, officers, and employees from and against all losses, claims, damages, and reasonable legal costs arising from: (a) the Indemnifying Party's material breach of this Agreement; (b) the Indemnifying Party's negligence or wilful misconduct; or (c) any claim that the Indemnifying Party's materials infringe a third party's intellectual property rights.
11.
FORCE MAJEURE
Neither party shall be in breach of this Agreement or liable for any failure or delay in performance arising from circumstances beyond that party's reasonable control, including but not limited to acts of God, pandemic, civil unrest, industrial action not involving the party's own employees, governmental action, or failures of third-party infrastructure. The affected party shall notify the other in writing within five (5) business days of the commencement of the force majeure event. If the delay exceeds thirty (30) continuous days, either party may terminate this Agreement on written notice without liability for the delay itself, save that the Client shall pay for Services performed to the date of termination.
12.
TERMINATION
For Convenience: Either party may terminate this Agreement without cause by giving 30 days' written notice to the other. For Cause: Either party may terminate this Agreement with immediate effect upon written notice if the other party: (a) commits a material breach and fails to remedy it within fourteen (14) days of written notice; (b) becomes insolvent, enters examinership, receivership, or liquidation under the Companies Act 2014 (CA 2014); or (c) ceases to carry on its business. Consequences: Upon termination, the Client shall pay all fees accrued and expenses incurred up to the effective date of termination. Termination shall not affect any rights or obligations that have accrued prior to termination.
13.
DISPUTE RESOLUTION
Mandatory Mediation: Before either party may commence legal proceedings (other than for urgent injunctive or interlocutory relief), the parties shall first attempt to resolve any dispute through mediation in accordance with the Mediation Act 2017. A notice of dispute shall be served in writing and the parties shall agree on a mediator within ten (10) business days, failing which either party may apply to the Mediators' Institute of Ireland for appointment of a mediator. If mediation does not resolve the dispute within thirty (30) days of the first mediation session, either party may commence proceedings in the courts of Ireland. Governing Courts: The courts of Ireland shall have exclusive jurisdiction over all proceedings not resolved by mediation. Costs: In any proceedings (whether arbitration, mediation referred to court, or litigation) to enforce this Agreement, the successful party shall be entitled to recover its reasonable legal costs and disbursements on a solicitor-and-own-client basis from the unsuccessful party, in addition to any other relief awarded. This provision is intended to be enforceable under Order 99 of the Rules of the Superior Courts.
14.
STATUTE OF LIMITATIONS
Any claim, action or proceeding arising out of or relating to this Agreement, whether in contract, tort, or otherwise, must be commenced within six (6) years from the date the cause of action accrued (or, in the case of latent damage, from the date of knowledge), in accordance with the Statute of Limitations 1957 (as amended by the Statute of Limitations (Amendment) Acts 1991 and 2000). Any claim not commenced within that period shall be time-barred.
15.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Where the context permits, the Agreement shall be interpreted consistently with Irish statutes including the Sale of Goods and Supply of Services Act 1980.
16.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are legally valid and enforceable under section 13 of the Electronic Commerce Act 2000 and EU Regulation No. 910/2014 (eIDAS Regulation), and shall have the same legal effect as a handwritten signature. The parties acknowledge that an electronic signature satisfies the requirement for a "signature" in any statutory or common law context.
17.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, discussions, and agreements. Variation: No amendment shall be valid unless made in writing and signed by both parties. Severability: If any provision is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of that right. Notices: All notices under this Agreement shall be in writing and sent by email with read-receipt confirmation or by registered post to the addresses set out above. Counterparts: This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
CLIENT
Siobhán Murphy
Chief Executive Officer
Liffey Digital Ltd.
Date: ____________________
SERVICE PROVIDER
Ciarán Ó'Brien
Managing Director
Ó'Brien Consulting 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 for a customer in return for a fee. It records the scope of services, the service levels expected, payment terms, confidentiality, intellectual property ownership, liability, and termination rights.
Under Irish law, service contracts carry implied statutory terms. Section 39 of the Sale of Goods and Supply of Services Act 1980 requires a supplier acting in the course of business to supply the service with the necessary skill, to use materials that are fit for purpose and of merchantable quality, and to supply any goods supplied in the course of the service that are merchantable. These implied terms cannot be excluded in consumer contracts and can only be excluded or limited in business contracts where fair and reasonable.
Service agreements are used across Ireland for IT, marketing, facilities management, professional services, training, outsourcing and any ongoing service relationship. They reduce disputes over scope, build in performance measurement (SLAs), and ensure that both parties understand each other’s obligations over the life of the engagement.
What's Covered in This Template
The template includes every clause expected in a professional Irish service contract.
Party Details
Legal names, CRO numbers, VAT numbers, Eircodes and registered addresses.
Scope of Services
Detailed description of services, deliverables and exclusions.
Service Levels
SLAs, response times, availability targets, and service credits.
Fees and VAT
Fixed fee, day rate or milestone-based pricing in euro, plus VAT treatment.
Payment Terms
Invoicing frequency, payment due date, and late-payment interest.
Customer Responsibilities
Access, information, and cooperation the customer must provide.
Confidentiality
Mutual non-disclosure obligations and permitted disclosures.
Data Protection
GDPR Article 28 processor terms where applicable.
Intellectual Property
Ownership and licensing of background and foreground IP.
Warranties and Limitation of Liability
Service warranties and reasonable liability caps.
Term and Termination
Term, renewal, notice and termination for breach.
Governing Law and Jurisdiction
Ireland as governing law and the Irish courts as forum.
How to Create a Service Agreement
Build a robust Irish service agreement using the guided form.
- 1
Enter the Parties
Provide legal names, CRO and VAT numbers, addresses and Eircodes for supplier and customer.
- 2
Define the Scope and SLAs
Describe the services in detail, list the deliverables and exclusions, and set any SLAs or service credits.
- 3
Set Fees and Payment Terms
Choose the pricing model, state VAT treatment, and agree invoice and payment schedules.
- 4
Configure IP, Confidentiality and Data
Decide on IP ownership, mutual or one-way NDA, and add Article 28 GDPR clauses if needed.
- 5
Review and Download
Review term, termination, liability and law clauses, and download the PDF ready for signature.
Why Doxuno documents are different
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Always current
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 in Ireland
Service agreements in Ireland sit at the intersection of contract law, consumer protection and data-protection rules.
This template is for information only and is not legal advice. For regulated sectors or high-value engagements, consult an Irish solicitor.
Drafted for Irish law
Sale of Goods and Supply of Services Act 1980
Section 39 of the 1980 Act implies terms into service contracts that the supplier will perform with the necessary skill, use materials fit for purpose, and complete within a reasonable time. Section 40 makes these implied terms practically unexcludable in consumer contracts and subject to a fair-and-reasonable test in business contracts.
Consumer Rights Act 2022
Where the customer is a consumer, the Consumer Rights Act 2022 applies and reinforces the 1980 Act by providing a modern remedies framework including repair, replacement, price reduction and termination, together with rules on unfair terms.
Limitation of Liability
Liability clauses must be fair and reasonable. Liability for death, personal injury resulting from negligence, and fraud cannot be excluded. Consequential loss and indirect loss are typically excluded subject to a reasonableness review.
Data Protection
If the supplier processes personal data on behalf of the customer, the contract must contain the Article 28 GDPR processor clauses and comply with the Data Protection Act 2018. The Data Protection Commission supervises compliance in Ireland.
Frequently Asked Questions
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