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Missed our last feature article? Not Everything Deserves Another Chance

Home furniture brand Blu Dot blew up on CTV with help from Roku Ads Manager. Here’s how:

After a test campaign reached 211,000 households and achieved 1,010% ROAS, the brand went all in to promote its annual sales event. It removed age and income constraints to expand reach and shifted budget to custom audiences and retargeting, where intent was strongest.

The results speak for themselves. As Blu Dot increased their investment by 10x, ROAS jumped to 2,308% and more page-view conversions surpassed 50,000.

“For CTV campaigns, Roku has been a top performer,” said Claire Folkestad, Paid Media Strategist, Blu Dot. “Comping to our other platforms, we have seen really strong ROAS… and highly efficient CPMs, lower than any other CTV partner we've worked with.”

Using Roku Ads Manager, the campaign moved from a pilot to a permanent performance engine for the brand.

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You created a service agreement at some point. You may have adopted one when you opened the doors, copied it from a friend in the same line of work, or pulled a free template from the internet. Whatever the source, that document is now the rulebook for every customer dispute you will ever have, and most owners never read it again until something goes wrong. The language was either drafted carefully years ago by someone who knew what they were doing, or it wasn’t.

A general Terms and Conditions, the document you incorporate by reference into a Proposal, is the quiet engine of a service business. It sets out what happens when a customer pays late, when work has to stop, when something the business produced is later questioned, when one side wants to walk away, and when the relationship ends in court. None of that feels important when you are signing off on a routine job. We covered the broader anatomy of a customer agreement in Crafting an SMB Customer Agreement; this piece looks at the provisions that decide outcomes.

What follows is a short tour of the provisions that matter most, written for the business owner who has a service agreement somewhere but has not looked at it in years. The goal is not to turn you into a contracts lawyer; it is to give you the questions to ask when you do open the document.

Every service agreement should define its own terms, telling the reader what “Agreement” means, what “Company” means, what “Client” means, what “Project” means, and what “Work” means. This sounds dull, and it is also the foundation of every other provision in the document. When a dispute arises about whether a particular activity was within scope, the answer turns on what the contract defined as the Work and what the Proposal said about the Project. Vague definitions invite arguments; clear definitions head them off.

A service agreement should describe how the business charges, what counts as a reimbursable expense, and how rates can change over time. Most templates handle the first two items, but the third is where many agreements quietly leak revenue. If your contract has no rate-escalation clause, you are renegotiating from scratch every time costs rise. A clean clause caps the annual increase, requires written notice, and applies the new rates only to work performed after the effective date. Without those guardrails, you face a choice between absorbing inflation and asking every existing customer to sign an amendment.

The two provisions that most often save a service business in a dispute are the default clause and the cure period. A well-drafted agreement gives the business three escalating remedies when a customer fails to pay or otherwise breaches: the right to suspend performance, the right to give notice of intent to terminate with a reasonable cure period, and the right to terminate immediately for serious defaults. Without these, the business has only the slow remedies of a lawsuit; with them, the business has leverage at the moment leverage matters.

Many templates state that payment is due upon receipt but say nothing about late fees, grace periods, or interest on overdue balances. State usury laws constrain what you can charge, and the template should at least flag the gap so the Proposal can fill it.

This is the single most important provision in any service agreement, and it is the one most often missing from templates copied from the internet. A limitation of liability clause caps the dollar amount of damages the business can be required to pay if something goes wrong. Without one, a small mistake on a small job can trigger consequential damages and lost-profits claims that dwarf the value of the engagement.

A well-drafted clause caps total liability at the fees paid under the relevant Proposal. It carves out gross negligence and willful misconduct, because courts struggle to enforce a cap that protects bad faith, and it carves out indemnification and confidentiality obligations, which sit outside the ordinary risk allocation. The clause should also be conspicuous on the page, since courts give more weight to provisions a reasonable reader could not miss. The operative language reads, “Company’s total aggregate liability to Client arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to Company under the applicable Proposal giving rise to the claim.”

A modern force majeure clause covers both delay and failure of performance, lists the categories of events that excuse it, and requires prompt written notice. Pandemic and epidemic belong on that list; businesses that learned this lesson in 2020 paid a high tuition for it.

Governing law and venue tell a court which state’s rules apply and where any litigation must be filed. The choice matters for any business with customers in more than one state. A clause that fixes both keeps you out of unfamiliar courtrooms and lets you build litigation strategy around a single legal regime.

The most underrated provision in a service agreement is a mediation requirement that operates as a condition precedent to litigation, forcing both parties into a structured conversation with a neutral before either can file in court. Most disputes settle in mediation, and the provision saves money, time, and customer relationships even when the underlying disagreement is real.

Pull out your current service agreement this week and read it once, slowly, applying the lessons from this article. Ask yourself, in the language of your own business, whether it answers the following: how you stop work when a customer stops paying, how much you can be sued for if something goes wrong, what happens when a customer disputes your scope of work, and which courts will hear the fight. If the answers are unclear, the document is doing less for you than you think.

For TCoL Premium subscribers, our General Terms and Conditions for Services template is now available and will be emailed to you today. It addresses each of the provisions above and includes an Instructions and Assumptions block calling out many issues that your attorney should review with you. Not a Premium subscriber yet and need this template or one of thirty others in our template library? Click here to subscribe for the price of a fancy cup of coffee.

The Co. Letter is not your attorney. The provisions described above are general in nature, and state law varies. A licensed attorney should review any service agreement before you adopt it.

Have an interesting business question and need a free bit of advice? Send your question to [email protected]. No confidential info, please!