Service Agreements: The Clauses That Decide Whether You Get Paid

Scope and acceptance

Define deliverables specifically, and define what acceptance means: who signs off, within what period, and what happens if they do not respond. Deemed acceptance after a stated number of days prevents indefinite silence from blocking payment.

Where work is iterative, define a limited number of review rounds. Unlimited revisions are the single most common cause of a profitable engagement becoming unprofitable.

Change control

A change control clause requires any variation in scope to be documented and priced before work begins. Without it, scope creep is absorbed as goodwill and billed as nothing.

The mechanism need not be elaborate: a written change request, a quoted impact on cost and timeline, and written approval. What matters is that it exists and is used from the first change rather than the fifth.

Payment

Specify the trigger — milestone completion, monthly in arrears, on acceptance — not merely the number of days. Where the client is a company and you are a registered micro or small enterprise, the statutory forty-five day ceiling applies regardless of what the contract says.

Include a right to suspend services on non-payment after notice. It is more usable than termination and considerably more persuasive than a reminder email.

Liability and survival

Cap liability at a defined figure — commonly the fees paid in the preceding twelve months — and exclude indirect and consequential loss. Carve out what cannot sensibly be capped, typically breach of confidentiality, IP infringement and wilful misconduct.

Make the cap survive termination. A limitation clause that expires with the agreement provides no protection against a claim brought afterwards, which is when claims are usually brought.

Frequently asked questions

### What is deemed acceptance?

A clause providing that deliverables are accepted if the client does not raise written objections within a stated period. It prevents payment being blocked indefinitely by silence, and mirrors the deemed acceptance concept in the MSMED Act.

### Should a service agreement cap liability?

Almost always. A common formulation caps liability at the fees paid in the preceding twelve months, with carve-outs for confidentiality breach, IP infringement and wilful misconduct. Uncapped liability on a modest engagement is disproportionate risk.

### Can I suspend services for non-payment?

Only if the contract gives you that right. It is not implied. A suspension right exercisable on notice after a defined period of non-payment is more practical than termination and usually produces faster results.