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Service Agreement Template (Singapore)

A service agreement sets out the terms on which a service provider delivers work to a client — scope, deliverables, fees in SGD, intellectual property rights, and liability. Our free Singapore service agreement template is drafted in accordance with the Contract Act (Cap. 25), the Goods and Services Tax Act (Cap. 117A), the Copyright Act 2021, and the Personal Data Protection Act 2012 (PDPA), giving Singapore businesses and freelancers a legally sound foundation for every engagement.

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SERVICE AGREEMENT
SERVICE PROVIDER
TechNova Pte. Ltd.
30 Cecil Street, #22-01, Singapore 049712 · UEN 201876543K
By: Lim Wei Ming, Chief Executive Officer
CLIENT
Lion City Ventures Pte. Ltd.
1 Fullerton Road, #02-01, Singapore 049213 · UEN 201923456M
By: Priya Nair, Managing Director
Effective: 25 April 2026
SGD 8,500.00 · GST 9% applies
This Service Agreement ("Agreement") is entered into as of 25 April 2026 by and between TechNova Pte. Ltd. ("Service Provider") and Lion City Ventures Pte. Ltd. ("Client"). The parties agree as follows:
1.
DEFINITIONS
In this Agreement: "Services" means the services described in clause 2 below and any Statement of Work agreed between the parties; "Deliverables" means any work product, reports, software, designs, or other materials produced by the Service Provider in performing the Services; "Confidential Information" has the meaning given in clause 9; "Effective Date" means the date first written above; "GST" means goods and services tax under the Goods and Services Tax Act (Cap 117A); "PDPA" means the Personal Data Protection Act 2012 (No. 26 of 2012).
2.
SCOPE OF SERVICES
The Service Provider shall provide the following services to the Client (the "Services"): Full-stack software development services, including system architecture design, backend API development, frontend UI implementation, and ongoing technical support for the Client's e-commerce platform.. The key deliverables shall include: System architecture document, RESTful API, React frontend application, deployment scripts, and technical documentation.. The Service Provider shall perform the Services diligently, professionally, and in accordance with industry standards. The Service Provider shall commence the Services on 1 May 2026 and complete them by 31 October 2026.
3.
DELIVERY AND ACCEPTANCE
The Service Provider shall deliver the Deliverables in accordance with the timeline agreed between the parties. Upon delivery, the Client shall have seven (7) business days to review and either: (a) accept the Deliverables in writing; (b) provide written notice of any material defects, whereupon the Service Provider shall remedy such defects within fourteen (14) business days. Deliverables not rejected within the review period shall be deemed accepted. The Service Provider shall not be liable for delays caused by the Client's failure to provide instructions, materials, or approvals in a timely manner.
4.
FEES AND PAYMENT
The Client shall pay the Service Provider a fee of SGD 8,500.00 per month. All fees are subject to GST at the prevailing rate of 9% under the Goods and Services Tax Act (Cap 117A). The Service Provider shall issue a valid GST tax invoice for each payment. The Client shall pay the GST component in addition to the stated fee. Any overdue amounts shall bear interest at the rate of 8% per annum calculated from the due date until the date of actual payment, compounding monthly.
5.
INTELLECTUAL PROPERTY
Subject to full payment of all fees due, all Deliverables and work product created by the Service Provider in performing the Services shall be the sole and exclusive property of the Client. The Service Provider hereby assigns to the Client all right, title, and interest (including all intellectual property rights) in and to the Deliverables upon creation, to the extent permitted by Singapore law including the Copyright Act 2021 (No. 22 of 2021). The Service Provider shall execute any further documents reasonably requested by the Client to give effect to this assignment.
6.
IP ASSIGNMENT (COPYRIGHT ACT 2021)
In accordance with the Copyright Act 2021 (No. 22 of 2021) and in particular section 130 thereof, the Service Provider hereby irrevocably and unconditionally assigns to the Client, with full title guarantee, all present and future copyright, database rights, moral rights (to the extent waivable), and all other intellectual property rights of whatever nature in and to the Deliverables, in all media and formats, throughout the world and for the full term of such rights including all renewals and extensions. This assignment takes effect immediately upon the creation of each Deliverable and is conditional only upon the Client's payment of all fees due. The Service Provider waives all moral rights in respect of the Deliverables pursuant to section 371 of the Copyright Act 2021. The Service Provider shall, at the Client's expense, execute all documents and do all acts reasonably required to perfect this assignment.
7.
CONFIDENTIALITY
Each party (as a receiving party) shall hold all Confidential Information of the other party (as a disclosing party) in strict confidence. "Confidential Information" means all non-public information relating to either party's business, technology, clients, pricing, strategies, or operations. Each party shall: (a) use the other's Confidential Information solely in connection with this Agreement; (b) not disclose it to any third party without prior written consent; and (c) protect it with reasonable care. Where any Confidential Information constitutes personal data as defined in the PDPA, the receiving party shall additionally comply with the PDPA and the Personal Data Protection Regulations 2021, and shall not collect, use, or disclose such personal data except as authorised by the disclosing party.
8.
WARRANTIES
The Service Provider warrants that: (a) it has full power and authority to enter into this Agreement; (b) the Services shall be performed with reasonable care and skill, consistent with industry standards; (c) the Deliverables shall materially conform to the agreed specifications; (d) to the best of its knowledge, the Deliverables shall not infringe any third party's intellectual property rights; and (e) it holds all licences and permits required by applicable Singapore law to provide the Services. The Client warrants that it has full power and authority to enter into this Agreement and that its use of the Deliverables shall comply with all applicable laws and regulations.
9.
LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law (including the Unfair Contract Terms Act (Cap 396)), the aggregate liability of either party to the other under or in connection with this Agreement shall not exceed the total fees paid or payable by the Client to the Service Provider under this Agreement. Neither party shall be liable to the other for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of profits, loss of data, loss of opportunity, or loss of goodwill, howsoever arising. Nothing in this clause limits either party's liability for death or personal injury caused by negligence, fraud, or any other matter which cannot lawfully be excluded or limited.
10.
INDEMNIFICATION
Each party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents (the "Indemnified Party") against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal costs) arising out of or in connection with: (a) any breach by the Indemnifying Party of this Agreement; (b) the Indemnifying Party's negligence or wilful misconduct; (c) any infringement by the Indemnifying Party of a third party's intellectual property rights; or (d) any breach by the Indemnifying Party of the PDPA or applicable data protection laws. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and shall cooperate reasonably in its defence. This indemnity is subject to the Unfair Contract Terms Act (Cap 396) reasonableness test where applicable.
11.
TERMINATION
Either party may terminate this Agreement for convenience upon 30 days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to remedy the breach within fourteen (14) days of receiving written notice specifying the breach; (b) the other party becomes insolvent, enters judicial management, is placed in liquidation, or has a receiver appointed; or (c) the other party ceases or threatens to cease to carry on business. Upon termination: (i) the Client shall pay all fees for Services performed up to the termination date; (ii) each party shall return or certifiably destroy the other's Confidential Information; and (iii) provisions which by their nature survive termination (including clauses on IP, confidentiality, liability, and governing law) shall continue in force.
12.
DISPUTE RESOLUTION — SIAC ARBITRATION
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of SIAC for the time being in force, which rules are deemed incorporated by reference. The seat of arbitration shall be Singapore. The language of the arbitration shall be English. The number of arbitrators shall be one (1) unless the parties agree otherwise. This Agreement is governed by the International Arbitration Act 1994 (Cap 143A). Arbitral awards shall be final and binding and enforceable under the New York Convention.
13.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the Electronic Transactions Act 2010 (Cap 88) and have the same legal effect as handwritten signatures.
14.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings, or agreements. Amendment: No amendment is valid unless in writing and signed by authorised representatives of both parties. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver. Relationship: The Service Provider is an independent contractor; nothing in this Agreement creates any employment, partnership, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Third Parties: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 (Cap 53B) to enforce any term hereof. Force Majeure: Neither party shall be liable for delays or failures due to events beyond its reasonable control, provided it gives prompt written notice.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
SERVICE PROVIDER
Lim Wei Ming
Chief Executive Officer
TechNova Pte. Ltd.
Date: ____________________
CLIENT
Priya Nair
Managing Director
Lion City Ventures Pte. Ltd.
Date: ____________________

What Is a Service Agreement?

A service agreement (also called a services contract or consultancy agreement) is a legally binding contract between a service provider and a client that defines the terms and conditions of a service engagement. It specifies what services will be delivered, when, to what standard, and at what price. Unlike a simple invoice or purchase order, a service agreement addresses risk allocation, intellectual property ownership, confidentiality, termination rights, and dispute resolution — providing both parties with certainty and protection if something goes wrong.

In Singapore, service agreements are governed by the Contract Act (Cap. 25) and the general common law of contract. Courts in Singapore will enforce agreed terms provided they are sufficiently certain and not contrary to public policy. The Unfair Contract Terms Act (Cap. 396) may limit a party's ability to exclude liability for negligence or breach of contract where that exclusion is unreasonable. Parties should take care to draft limitation of liability and indemnity clauses clearly, as Singapore courts give effect to clearly worded commercial agreements between sophisticated parties.

Singapore service agreements must address Goods and Services Tax (GST): where the service provider is GST-registered (mandatory once taxable turnover exceeds S$1 million per annum), all fees must state whether they are inclusive or exclusive of GST at the current rate of 9%. The Personal Data Protection Act 2012 (PDPA) applies wherever the service provider handles personal data of the client's customers or staff; the agreement should specify the data processing purposes and security obligations. For copyright ownership of deliverables, Singapore's Copyright Act 2021 vests copyright initially in the creator (the service provider), so clients should require an express assignment or licence of intellectual property rights in the agreement.

What This Template Covers

Our Singapore service agreement template covers all the provisions a professional services engagement requires from start to finish.

Parties' Details

Full legal names, registered addresses, and UEN numbers for Singapore-incorporated entities.

Scope of Services

Detailed description of the services to be provided, including any deliverables, milestones, and performance standards.

Fees and Payment Terms

Agreed fees in SGD (S$), invoicing schedule, payment due dates, and late payment interest.

GST Treatment

Whether fees are inclusive or exclusive of GST at 9%, and the service provider's Singapore GST registration number if applicable.

Intellectual Property Assignment

Express assignment of IP rights in deliverables to the client upon full payment, consistent with the Copyright Act 2021.

Confidentiality Obligations

Mutual obligations to keep each other's confidential business information and trade secrets secure.

PDPA Data Handling

Obligations on the service provider as data intermediary to handle personal data only for specified purposes and in accordance with PDPA 2012.

Term and Commencement

Start date, duration, and any automatic renewal provisions.

Termination Rights

Termination for convenience (with notice) and termination for cause (immediate), together with consequences of termination.

Limitation of Liability

Cap on each party's liability consistent with Unfair Contract Terms Act (Cap. 396) standards.

Governing Law and Dispute Resolution

Singapore law as governing law; Singapore courts or Singapore Mediation Centre (SMC) / SIAC arbitration for disputes.

Entire Agreement Clause

Confirmation that the agreement supersedes all prior representations and understandings between the parties.

How to Create a Singapore Service Agreement

Follow these steps to produce a complete, professionally structured service agreement for your Singapore engagement.

  1. 1

    Identify the Parties and Their UENs

    Enter the full legal names and UEN numbers of the service provider and client. You can verify UENs on ACRA's BizFile portal. If a party is a sole proprietor, include their Singapore-registered business name.

  2. 2

    Define the Scope and Deliverables

    Be specific about what services will be provided, the expected timeline, any milestones, and the acceptance criteria for deliverables. Ambiguity in scope is the most common source of disputes in Singapore service engagements.

  3. 3

    Set Fees, GST, and Payment Terms

    State the fee in SGD (S$) and confirm whether it is exclusive or inclusive of GST at 9%. Set out the invoicing schedule and payment due date. Consider adding a late-payment interest clause at a commercially agreed rate.

  4. 4

    Agree on IP and Confidentiality

    Confirm that copyright in all deliverables transfers to the client upon payment, and set mutual confidentiality obligations covering trade secrets and business information.

  5. 5

    Set Governing Law and Sign

    Confirm Singapore law as governing law and agree on dispute resolution — Singapore courts, SMC mediation, or SIAC arbitration. Both parties sign; electronic signatures are valid under Singapore's Electronic Transactions Act 2010.

Legal Considerations

Singapore's commercial law framework is business-friendly but contains important statutory provisions that affect every service agreement.

This template is provided for informational purposes only and does not constitute legal advice. For advice tailored to your situation, consult a Singapore-qualified lawyer or the Law Society of Singapore.

Reviewed for Singapore Law

Goods and Services Tax (GST) Obligations

Singapore's Goods and Services Tax Act (Cap. 117A) requires businesses with annual taxable turnover exceeding S$1 million to register for GST and charge it at 9% on taxable supplies of services. A Singapore service agreement must clearly state whether quoted fees are GST-exclusive or GST-inclusive, and GST-registered service providers must include their GST registration number on every Singapore tax invoice. Failure to issue a proper tax invoice can result in compliance issues with the Inland Revenue Authority of Singapore (IRAS).

Intellectual Property: Copyright Act 2021

Under Singapore's Copyright Act 2021, copyright in an original work vests initially in the creator — meaning the service provider, not the client. Without an express assignment clause in the service agreement, the client may receive only an implied licence to use the work, which can be disputed. Singapore courts have confirmed that a clearly worded assignment in the service agreement is the safest approach. The agreement should specify that copyright and all related rights transfer to the client automatically on full payment of all outstanding fees.

PDPA 2012 — Data Intermediary Obligations

Where a service provider in Singapore handles personal data on behalf of a client, the Personal Data Protection Act 2012 (PDPA) classifies the service provider as a data intermediary. The Singapore PDPC expects the client (as the data controller) to contractually bind the service provider to data protection standards equivalent to those in the PDPA, including purpose limitation, data security, and mandatory breach notification. Failure to include adequate PDPA provisions in the service agreement can expose the client organisation to regulatory action by the PDPC.

Unfair Contract Terms Act (Cap. 396) and Limitation of Liability

Singapore's Unfair Contract Terms Act (Cap. 396) (UCTA) limits a party's ability to exclude or restrict liability for breach of contract or negligence to the extent that such exclusion is unreasonable. UCTA applies to standard-form contracts but generally gives commercial parties significant latitude where they negotiate terms at arm's length. Singapore service agreements commonly cap liability at the total fees paid under the contract; such caps are generally enforceable between commercial parties provided they are clearly expressed and brought to the other party's attention.

Frequently Asked Questions

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