What an Alberta service agreement is for
Service businesses usually start work on the strength of a proposal and an email, and only discover what their contract says when something goes wrong: a client who will not pay for extra work, a dispute over who owns the website or the code, a claim far larger than the fee. A master services agreement settles those questions once, before the first project, and then lets each new piece of work run on a short statement of work.
This template is written for consultants, agencies, IT and engineering firms, trades businesses selling services to other businesses, and freelancers operating as corporations in Alberta. It covers scope and change control, fees and GST, late payment interest that the federal Interest Act will actually allow, intellectual property and moral rights, confidentiality and personal information, warranties, a cap on liability with sensible exceptions, insurance, and a dispute process. It also respects a rule many imported contracts ignore: in Alberta, a contract cannot shorten the time to sue.
When to use it
Use it with any business client you expect to work with more than once, or for a single project large enough that the terms matter. Sign the master agreement once, then a new statement of work for each project, and a change request whenever scope changes.
It is not designed for services sold to consumers, which fall under Alberta's Consumer Protection Act and need consumer-specific terms, for construction work governed by the Prompt Payment and Construction Lien Act, or for employment relationships. If you are hiring an individual freelancer, check that the relationship is genuinely independent before relying on the contractor clauses.
What's inside
The full list of sections and fields in this template, in the order they appear.
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Parties, services and term
- Service Provider and GST number
- Client
- Statements of Work
- Standard of performance
- Changes
- Term
- Termination for convenience and cause
- Effect of termination
-
Client responsibilities and payment
- Client inputs and delays
- Fee basis
- Expenses
- GST
- Invoicing
- Payment terms
- Late interest with annual rate
- Suspension
- Disputed invoices
-
Relationship and people
- Independent contractor
- WCB Alberta coverage
- Subcontractors
- Non-solicitation
-
Intellectual property, confidentiality and privacy
- Background IP
- Assignment or licence of deliverables
- Moral rights waiver
- Portfolio use
- Confidentiality
- Personal information under PIPA or PIPEDA
-
Warranties, liability and insurance
- 30-day service warranty
- Mutual warranties
- Disclaimer
- Liability cap
- Excluded damages
- Exceptions
- Indemnities
- Insurance
-
Force majeure, disputes and general terms
- Force majeure
- Escalation
- Mediation and arbitration or courts
- Limitation periods
- Governing law
- Notices
- Assignment
- Entire agreement
- Electronic signatures
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Schedule A. Statement of Work
- Objectives
- Deliverables with acceptance criteria
- Out of scope
- Client inputs
- Fees and payment schedule
- Acceptance process
- Assumptions
- Contacts
- Signatures
-
Schedule B. Change Request
- Description
- Reason
- Effect on deliverables
- fees and schedule
- Approvals
-
Schedule C. Acceptance Certificate
- Deliverable
- Dates
- Exceptions
- Client signature
Preview pages
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Page 1 -
Page 2 -
Page 3
How to complete the agreement
- Identify the parties. Use each party's full legal name, and the Service Provider's GST number.
- Set termination terms. Choose the notice period for terminating for convenience and the cure period for breaches.
- Set payment terms. Choose the invoicing schedule and payment period, and state late interest as both a monthly and an equivalent annual rate.
- Decide intellectual property. Choose assignment on payment or a licence, and keep the moral rights waiver if the client will own the work.
- Set the warranty and liability cap. Choose the warranty period and the look-back period for the liability cap.
- Fill in insurance amounts. Enter the general liability and any professional liability limits your clients expect.
- Choose the dispute process. Pick arbitration in Calgary or Edmonton, or the courts of Alberta.
- Write the first statement of work. Describe deliverables with acceptance criteria, list what is out of scope and what the client must provide, and set the payment schedule.
- Sign both documents, then use the forms. Use Schedule B for every change and Schedule C to record acceptance of each deliverable.
Example: a completed statement of work excerpt
A fictional Calgary software consultancy, Prairie Byte Solutions Inc., agrees to build an inventory dashboard for a distributor, Bow River Supply Ltd.:
Deliverable: Inventory dashboard (web application), integrated with the Client's existing database; due 2026-06-30; acceptance criteria: displays stock levels for all 3 warehouses, refreshes every 15 minutes, passes the test cases in Appendix 1. Out of scope: changes to the Client's database structure; mobile apps; ongoing hosting. Fees: $18,000 before GST in three milestones of $6,000 (design approved, beta delivered, final acceptance). Late payment: 1.5% per month, which is equal to 19.56% per year.
When Bow River asks in May to add a fourth warehouse, Prairie Byte sends a change request for an extra $2,400 and two weeks, which both sign before the work starts. The final milestone is invoiced only after Bow River signs the acceptance certificate, or after ten business days pass without a written rejection.
Alberta rules to know
These are the laws this agreement is built around. Industry-specific rules can add requirements.
- Limitations Act, section 3. Claims must generally be brought within two years after discovery and no more than ten years after they arise.
- Limitations Act, section 7. Agreements may extend a limitation period; an agreement that purports to reduce one is not valid.
- Interest Act (Canada), section 4. Interest expressed per month or other period under a year is capped at 5% a year unless the yearly equivalent is stated.
- GST. 5% on taxable services in Alberta; no provincial sales tax.
- Copyright Act (Canada). Contractors own copyright in their work unless it is assigned in writing; moral rights can be waived but not assigned.
- Personal information. Alberta's Personal Information Protection Act, or the federal PIPEDA where it applies.
- Workers' compensation. Service providers with workers maintain WCB Alberta coverage where required.
- Consumer Protection Act. Applies instead of business terms when the client is a consumer.
Mistakes that cost service providers
The most expensive gaps are usually in scope and money. Projects grow without a change request, and the extra work is never paid. Invoices charge "2% per month" with no annual rate, so the interest cannot be collected above 5% a year. A client assumes it owns the code or the designs because it paid for them, while the contract says nothing about assignment. A liability clause has no cap, so a single mistake on a small project risks the whole business. And clauses copied from US forms shorten the time to sue, which Alberta law simply ignores. This agreement's change control, interest wording, IP choice, liability cap and limitation clause are there to close each of those gaps.
Frequently asked questions
What is a master services agreement?
A contract that sets the standard legal terms between a service provider and a client once, so that each new project only needs a short statement of work describing the scope, deliverables, schedule and fees. It saves renegotiating liability, intellectual property and payment terms for every project.
Can a contract shorten the time to sue in Alberta?
No. Section 7 of Alberta's Limitations Act allows an agreement to extend a limitation period, but an agreement that purports to reduce one is not valid. Contract clauses that cut the time to sue to one year, common in US forms, do not work in Alberta; the general two-year discovery rule and ten-year ultimate limit apply.
How should late payment interest be written in a Canadian contract?
State the annual rate. Under section 4 of the federal Interest Act, if a contract expresses interest per month or for any period shorter than a year without also stating the equivalent yearly rate, no more than 5% a year can be charged. For example, 1.5% per month is 19.56% a year compounded monthly.
Who owns the work under a service agreement in Canada?
Under the Copyright Act, an independent contractor owns the copyright in what they create unless it is assigned in writing. If the client needs to own the deliverables, the agreement must assign them, and the individual creators should waive their moral rights, which cannot be assigned.
Do I charge GST on services in Alberta?
Yes, if you are registered for GST, at 5% on taxable services supplied in Alberta. Alberta has no provincial sales tax. The place of supply rules decide which rate applies when your client is in another province.
