What this document does

Getting paid for what actually happened

A services agreement earns its keep in two places — the variation clause, which decides whether extra work is billable, and the liability cap, which decides how bad a bad day can get. Everything else is scaffolding around those two.

What goes wrong

Pitfalls we see in practice

No liability cap, or one set below the contract value

A cap is the difference between a bad project and a business-ending one. Two failure modes are common: no cap at all, which leaves exposure unlimited; and a cap set so low relative to the fee that a sophisticated client will not accept it, which means the clause gets struck in negotiation and you end up with neither. A cap tied to fees paid in the preceding twelve months is the usual landing point.

Scope creep with no written variation process

The work expands by email, nobody issues a variation, and the final invoice includes items the client never agreed in writing. The clause that prevents this is short: changes to scope must be agreed in writing before the work is performed, and the agreement should say what happens to time and cost when they are. Without it, the provider carries the risk of every informal request.

Payment terms with no interest and no right to suspend

An invoice due in thirty days with no consequence for non-payment is an unsecured loan. Interest at a stated rate and a right to suspend performance on notice give a provider something to point at, which in practice is worth more than the ability to sue.

Terms drafted before November 2023 and never revisited

Agreements written when unfair terms were merely void have not been re-examined by most providers. Now that the same terms carry penalties, and the small business threshold is far wider, a standard form agreement that has not been reviewed since 2023 is carrying a risk its author never priced.