A company hires a professional to prepare a project. The quotation describes the service in two lines and requests an advance payment. When the first delivery arrives, the client expected editable files, while the provider believes only a report was required. They may have understood the engagement differently from the outset.
Before paying or starting, bring those expectations into the agreement and its attachments. A review should establish what work was commissioned, how much it costs and how delivery will be evidenced. A document that merely says “professional advice” leaves those questions unanswered.
1. Describe the engagement and its limits
Specify the objective, included activities and deliverables. For a report, identify its subject and format. If editable files, explanatory sessions or revisions are required, ask for them to be included. Also specify which work will be quoted separately.
Link the proposal to the agreement using a date and version. Where there are several documents, review whether they describe the same scope and agree how differences will be resolved. A new quotation should not be confused with an earlier attachment.
When the profession requires a qualification, verify the corresponding professional degree and registration credential, or cédula profesional. Under Article 7.827 of the Civil Code of the State of Mexico, a person practising without the degree required by law has no right to charge for the services provided, in addition to any applicable penalties [1].
2. Separate fees from additional expenses
Review the amount, currency, taxes and payment dates. If the client pays an advance on fees, make clear what it will cover and how the balance will be calculated. Specify the supporting receipt or tax document for each payment and who will receive it.
The Civil Code of the State of Mexico allows the parties to agree remuneration and provides rules where fees have not been agreed [1, Articles 7.825 and 7.826].
Separate that initial payment from expenses advanced by the professional for the engagement. Article 7.828 addresses those expenses: absent an agreement on reimbursement, expense advances accrue statutory interest from the date they were made and are payable under the following article. This rule concerns funds advanced by the professional; it does not establish interest on the client's advance payment of fees [1, Articles 7.828 and 7.829]. Agree which expenses require authorisation, how they will be supported and when they will be reimbursed.
If a legal entity pays professional fees to an individual, review the applicable income tax (ISR) and value-added tax (IVA) withholdings with its accountant, considering the tax regime and service. The agreement should distinguish fees, taxes, applicable withholdings and the net amount payable [4 and 5].
3. Set deliverables that can be reviewed
Link each stage to an identifiable delivery and, where relevant, its payment. “Report covering the sections in the attachment” is clearer than a date for “progress” without explaining what will be received. Include the delivery channel and the person coordinating review.
Agree how much time is available for comments, how feedback will be consolidated and what a revision includes. Obtain legal advice on proposed consequences of a failure to respond. Do not assume that silence means acceptance of every delivery.
4. Document what the client must provide
The professional may need documents, access to premises or a client decision to continue. List those inputs and who must provide them. If delivery depends on receiving them, make that dependency visible in the timetable.
Define who can authorise changes. When an additional activity arises, agree its scope, price and effect on deadlines in writing before carrying it out. Keep the approved version with the agreement; an isolated message may be difficult to interpret at the end of the project.
5. Review the result being contracted
Distinguish delivery of the work from a commercial expectation. Preparing a study, filing an application or developing a project does not necessarily guarantee a sale, approval or economic benefit. Review the specific obligation offered and what depends on third parties.
For professional services, the Civil Code of the State of Mexico recognises the right to claim fees regardless of the success of the matter, unless otherwise agreed [1, Article 7.832]. Read that rule together with the agreement and applicable professional liability. Any promise of a result should be clear in the agreement and legally reviewed.
6. Define file delivery and closure
Ask which files, documents or materials will be delivered at completion and in which format. For designs, software, photographs or other protected content, request a specific review of usage rights, licences and necessary authorisations. Avoid leaving this issue in a generic statement about “ownership of everything”.
Review how the relationship can end early: notices, work already completed, advances, authorised expenses and outstanding documentation. Article 7.833 of the state code addresses timely notice when the professional cannot continue [1]. The conditions of a particular termination require review of the agreement and the case.
7. Review how the service will be provided
If an individual performs personal work under another person's direction in exchange for remuneration, calling the document a “professional services agreement” does not prevent an employment relationship from existing. Mexico's Federal Labour Law defines that relationship by how the work is performed and presumes its existence between a person performing personal work and the recipient [3, Articles 20 and 21]. Review how instructions and supervision will operate before choosing the agreement.
If the provider is a company that will place staff at the client's disposal, request a review of the subcontracting regime. The law prohibits personnel subcontracting and permits specialised services or works subject to specific requirements. These include exclusion from the beneficiary's corporate purpose and principal economic activity, a written agreement and the contractor's current registration with the labour ministry, STPS, known as REPSE [3, Articles 12 to 15]. Whether that regime needs review depends on the actual arrangement; staff presence at the premises alone does not resolve it.
What to bring to a review with QP Abogados
Gather the quotation, proposed agreement and attachments. Add a short list of expected deliverables, the payment schedule and messages offering anything additional. If work has started, also include payment records and deliveries received.
QP Abogados can review the document and help clarify those conditions before contracting. The review should identify the law applicable to the transaction. In the State of Mexico, professional services are governed by Articles 7.825 to 7.835 of the state civil code [1]. In Mexico City, the Civil Code for the Federal District, applicable locally, governs them in Articles 2606 to 2615 [2]. The Federal Civil Code applies to federal matters and should not be presented as an automatic substitute for a local code [6, Article 1].
This article provides general information. Its content should be reviewed against the circumstances and documents of each engagement.