Maintenance and Support Agreement in Spain: Template and Key Clauses (2026)

A maintenance and support agreement in Spain, a contrato de mantenimiento y soporte, sets out how a supplier keeps software or equipment working after it is delivered. The commercial heart of the deal is the service level: uptime, how fast the supplier responds, how fast it resolves, the support tiers, and what happens when the supplier misses. The legal heart is a well-drafted service contract under Spanish law with correct tax and data-protection terms. This is general information, not legal advice; confirm a live deal with a Spanish lawyer. ## What law governs a maintenance and support agreement in Spain? There is no special maintenance statute. A maintenance and support agreement is a service contract (arrendamiento de servicios) governed by the general contract rules in the Codigo Civil and, between traders, the Codigo de Comercio. The parties have wide freedom to set their own terms. On top sit tax (the IVA, Spanish value added tax, applies to the fees) and data protection (the RGPD and the Spanish LOPDGDD, supervised by the AEPD) where the supplier accesses systems holding personal data. Confirm exact references and current rates locally. ## Service levels, response and resolution The SLA is the operating core. Draft it with care. - Uptime or availability (disponibilidad), stated as a percentage over a measured period, with the measurement method and exclusions (planned maintenance, customer-caused outages, force majeure).

• Incident severity levels, usually critical, major and minor, each with a plain definition.
• Response time (tiempo de respuesta), how fast the supplier acknowledges a ticket, by severity.
• Resolution time (tiempo de resolucion) or a target for a workaround, by severity.
• Support hours and channels, business hours or 24x7, and the languages of support.
• Support tiers (niveles de soporte), for example basic, standard and premium, with what each includes. Be explicit about whether a figure is a firm commitment or a target, because that changes how a missed level is judged and remedied. ## Service credits and remedies If the supplier misses the agreed levels, the usual remedy is a service credit (bonificacion), a reduction of the fee. Set out the credit schedule, how credits are calculated and claimed, and whether credits are the customer's sole remedy for a missed level or sit alongside a right to terminate for persistent failure. A pre-agreed penalty (clausula penal) is enforceable under Spanish law, but courts can moderate it where the obligation has been partly performed, so keep credits proportionate and clearly defined. ## End of life, versions and spare parts For software, say which versions are supported, for how long after release, and the notice before a version reaches end of life (fin de vida or EOL). For hardware, address spare-part availability and lead times. A clear version-support and EOL policy prevents the common dispute where a customer expects indefinite support for an old release. ## Fees, IVA and indexation State the model (annual or monthly maintenance fee, per-user or per-asset), whether prices are quoted without IVA (mas IVA) and the rate, and how fees are indexed over a multi-year term. Address what is included in the fee and what is billed separately (new development, training, on-site visits, out-of-hours work). Set invoicing cadence and late-payment interest under Spanish commercial rules. ## Data protection, RGPD and AEPD If support involves access to systems holding personal data, the supplier is usually a processor (encargado del tratamiento) acting on the customer's instructions. The RGPD requires a written data processing agreement with the mandatory content: subject matter, duration, nature and purpose, types of data, security measures, sub-processing rules, assistance with data subject rights, and deletion or return of data at the end. Name the AEPD as the Spanish supervisory authority and address where data is hosted and whether any transfer leaves the EU. ## Other key clauses - Scope, exactly what is maintained and supported, and what is excluded.
• Intellectual property, confirming the customer's licence continues and the supplier keeps its tools and methods.
• Liability, a cap and carve-outs, drafted to be enforceable.
• Term and renewal, often one year with tacit renewal; state the renewal and notice mechanics clearly.
• Reversibility and exit, handing back data, documentation and credentials so another supplier can take over.
• Confidentiality, protecting system details and data seen during support.
• Governing law and jurisdiction, Spanish law and a named court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Definitions (incident, severity, availability, support tier)
3. Scope of maintenance and support
4. Service levels (uptime, response, resolution)
5. Service credits and remedies
6. Support tiers, hours and channels
7. Versions, updates and end of life
8. Fees, indexation and IVA
9. Data protection (RGPD processor terms)
10. Liability and cap
11. Intellectual property and licences
12. Term, renewal and termination
13. Reversibility and exit assistance
14. Governing law and jurisdiction (Spain)
15. Signatures ## Keeping maintenance contracts under control The hard part of a support portfolio is rarely one contract. It is tracking which SLA applies to which customer, when each renewal falls, which service-credit schedule is in force and whether each deal carries proper RGPD processor terms. That work, drafting from a tuned template, flagging risky clauses, tracking renewals and keeping versions straight, is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Spanish law. More at Adira. The law above stands on its own. ## Bottom line A Spanish maintenance and support agreement is a service contract under the Codigo Civil, so the parties set most of the terms. Spend your drafting time on a precise SLA with credits that bite, clear version and end-of-life rules, correct IVA treatment and solid RGPD processor terms. Get Spanish advice before signing a real deal.