Graphic Design Contract Spain (Contrato de Diseño Gráfico)

A Graphic Design Contract Spain (Contrato de Diseño Gráfico) is a written service agreement between a professional graphic designer or design agency (diseñador or estudio de diseño) and a client (cliente) in Spain, governing the creation and delivery of visual design works — including logos, brand identity systems, packaging design, editorial layouts, digital graphics, web design mockups, advertising materials, and illustrations — in exchange for agreed fees. The contract is grounded in two intersecting legal frameworks: the Código Civil Article 1544 (contrato de arrendamiento de servicios or contrato de obra, depending on whether the designer commits to a process or a specific result), and the Ley de Propiedad Intelectual (LPI, Real Decreto Legislativo 1/1996, de 12 de abril, por el que se aprueba el texto refundido de la Ley de Propiedad Intelectual), which governs the copyright in original design works created under the contract.

Design works — logos, illustrations, typography-based compositions, packaging graphics, and editorial layouts — qualify as obras artísticas (artistic works) protected by copyright (derecho de autor) under LPI Article 10.1(e) and (f), provided they exhibit the required minimum degree of originality (originalidad). The standard of originality in Spanish copyright law — established by the Tribunal Supremo and aligned with the CJEU ruling in Infopaq (C-5/08) — requires that the work reflects the author's own intellectual creation, expressed through the author's personal creative choices. Standard typefaces used without modification, purely functional design elements (without creative selection), and mere adaptations of public domain images do not qualify for copyright protection in Spain.

The LPI distinguishes categorically between moral rights (derechos morales) and economic rights (derechos patrimoniales or económicos) of the author. Moral rights under LPI Article 14 — including the right to be named as author (derecho de paternidad), the right to decide on publication, and the right to object to modifications that damage the author's reputation (derecho de integridad) — are perpetual, inalienable, and non-waivable. Economic rights — reproduction (reproducción), distribution (distribución), public communication (comunicación pública), and transformation (transformación, including adaptations and derivative works) under LPI Articles 17–21 — may be transferred by written agreement (cesión de derechos) under LPI Article 45, which requires that transfers be in writing and that the scope, territory, and duration of each transferred right be specified.

Without a written IP assignment clause (cláusula de cesión de derechos patrimoniales), the client who commissions a design receives only a licence to use the specific deliverable for the purpose contemplated by the contract — not ownership of the underlying copyright. This distinction is commercially critical: a company that commissions its logo design without obtaining a proper IP assignment may find that the designer retains copyright and can prevent the company from modifying the logo, licensing it to subsidiaries, or using it in ways the original contract did not contemplate. The written graphic design contract must resolve this unambiguously.

For software and digital design works, LPI Article 97 establishes a specific regime. Computer programs (programas de ordenador) created by employees in the course of their employment duties vest automatically in the employer under Article 97.4 LPI — but this employer presumption does not apply to independent contractors. A freelance web designer or UI/UX designer who creates digital products as an independent contractor retains copyright unless they transfer it by written assignment under Article 45 LPI. The graphic design contract must therefore include an express IP assignment clause covering all digital and software-related design outputs.

The Tax obligations of a graphic designer operating as an autónomo in Spain are substantial. Monthly social security contributions under RETA, quarterly IRPF withholding declarations (Modelo 111, at 15% — or 7% for the first three years), quarterly IVA declarations (Modelo 303, at 21% on professional design services), and annual IRPF return (Modelo 100) must all be managed. Many Spanish graphic designers operate through Sociedades Limitadas Unipersonales (SLU) for fiscal efficiency once their annual income exceeds approximately €50,000, subject to accounting and corporate tax obligations.

A Graphic Design Contract Spain is required whenever a business, organisation, or individual engages a professional graphic designer or design studio to create original visual design works for commercial, institutional, or personal purposes.

The Contrato de Diseño Gráfico is needed when a company commissions a designer to create a new brand identity — logo, colour palette, typography system, brand guidelines (manual de marca) — and wishes to own the resulting copyright to use the brand globally, modify it, sub-license it, and protect it through trademark registration (registro de marca) with the Oficina Española de Patentes y Marcas (OEPM) under Ley 17/2001 de Marcas. Without a written IP assignment, the designer retains copyright even after the client pays for the work.

A Graphic Design Contract is required when a publisher or media company commissions illustrations, editorial layouts, or cover designs for books, magazines, or digital publications — particularly where the visual content will be published under the client's name without individual attribution to the designer.

The contract is needed when a retail company or food and beverage brand commissions packaging design — the contract must specify that the designer assigns all rights in the packaging artwork to the client, covering reproduction on physical packaging, digital use, and international markets, and that any third-party image licences or stock photography used in the design are properly cleared for commercial use.

A Graphic Design Contract is required for advertising campaigns — print, digital, outdoor, and social media — where the creative works will be reproduced at scale. The contract should address the scope of the licence (media channels, duration, geographic reach) or confirm full assignment, and handle usage rights in any photography, typography, or third-party content incorporated into the designs.

The contract is needed when the designer will create original typefaces or custom letterforms — typographic works with a high degree of originality are protected by LPI Article 10.1(f), and the terms of use, embedding rights, and modification rights of custom typefaces must be clearly defined.

A Graphic Design Contract Spain is also required for UI/UX design projects — web interface design, mobile app design, and digital product design — which combine graphic design elements with functional software architecture. The contract must address the IP assignment of both the visual design layer (protected by general copyright) and any original code or software developed (protected under LPI Article 97), plus the use of third-party design systems or component libraries under open-source licences.

Under the Ley de Sociedades de Capital (LSC) RDL 1/2010, the Registro Mercantil maintains the register of Spanish companies. The Código de Comercio 1885 governs commercial obligations. The Agencia Estatal de Administración Tributaria (AEAT) administers Impuesto sobre Sociedades (IS) under Ley 27/2014. The Comisión Nacional de los Mercados y la Competencia (CNMC) enforces competition law. The Código Civil governs general contractual obligations under Article 1255.

A valid Graphic Design Contract Spain under the LPI (RDL 1/1996) and the Código Civil must contain the following essential elements to protect both designer and client and to establish clear IP ownership and project management procedures.

Identification of Parties: Full legal name, DNI/NIE/NIF, professional address, and contact details of both the designer (diseñador, whether autónomo or design studio entity) and the client (cliente). If the designer is an autónomo, their RETA registration and IAE epígrafe (typically epígrafe 699 — Otros profesionales relacionados con las Bellas Artes or 694 — Diseñadores gráficos under the CNAE classification) should be noted. If a design agency, the Registro Mercantil number and NIF.

Scope of Work: A precise description of the design services to be provided — the specific deliverables (logo design in vector format, brand manual, packaging artwork, social media templates), the design software to be used (Adobe Illustrator, Photoshop, InDesign, Figma), the file formats to be delivered (AI, EPS, PDF, PNG, JPEG, SVG), and the number of design concepts (propuestas iniciales) to be presented at each phase. Reference to a separate project brief (briefing de diseño) approved by the client is recommended.

Design Process and Revisions: A clear description of the design process stages — (1) research and concept development; (2) initial concepts presentation; (3) client feedback and revision cycles; (4) final refinement; (5) delivery of final files. The number of revision rounds (rondas de revisión) included in the agreed fee — typically two or three rounds — and the additional charge per extra revision round must be specified. The procedure for client approval at each stage (approval in writing — por escrito) and the consequences of delayed approval must be addressed.

Fees and Payment Schedule: The agreed design fee in euros, excluding IVA (21%), and the payment schedule tied to project milestones — for example, 30–40% on contract execution (anticipo), 30–40% on presentation of final concepts, and 20–30% on delivery of final files. The invoicing procedure, payment terms (typically 15–30 days from invoice date), and late payment interest under Ley 3/2004 de morosidad. The additional charges for extra revision rounds, rush work (urgencia), and travel or out-of-pocket expenses.

Intellectual Property Assignment: A thorough clause transferring all economic rights (derechos patrimoniales) in the design deliverables from the designer to the client upon full payment of fees, pursuant to LPI Article 45. The assignment must specify: (a) the rights assigned — reproduction, distribution, public communication, transformation, and all other economic rights under LPI Articles 17–23; (b) territorial scope — worldwide (todo el mundo); (c) duration — for the maximum statutory term (vida del autor más 70 años, under LPI Article 26); (d) all forms of exploitation known and unknown at the time of execution. The designer's inalienable moral rights under LPI Article 14 must be acknowledged — the client should agree to the right of attribution (paternidad) in appropriate contexts and not to modify the work in ways that damage the designer's reputation (derecho de integridad).

Third-Party Content: A warranty by the designer that all third-party content incorporated into the designs — stock photography, licensed typefaces, icon libraries, sound recordings — is properly licensed for the client's intended use, with copies of the licences provided to the client. The designer's indemnification obligation in the event of IP infringement claims arising from unlicensed third-party content must be stated.

Portfolio Rights: A clause permitting the designer to display the completed design work in their professional portfolio and marketing materials — without displaying confidential client information — subject to any agreed embargo period (typically until the work is publicly released by the client). If the client requires complete confidentiality, this must be expressly agreed and the designer should receive additional compensation for the restriction on portfolio use.

Confidentiality: A reciprocal confidentiality clause protecting the client's business information, marketing strategy, and unreleased designs, and protecting the designer's proprietary methodologies, processes, and unpublished concepts.

Termination and Kill Fee: The consequences of project cancellation by the client — the designer retains all fees paid, the client does not acquire IP rights in unfinished work, and a cancellation fee (kill fee) may apply for work completed but not yet invoiced. The designer's right to terminate for non-payment with retention of work and IP.

Governing Law: Spanish law governs. Disputes go to the Juzgado de Primera Instancia of the client's municipality, or to agreed mediation.

Forms-legal.com provides this Graphic Design Contract Spain template as a practical starting point. Complex branding and IP assignments should be reviewed by an abogado specialising in propiedad intelectual.

Under the Ley de Sociedades de Capital (LSC) RDL 1/2010, the Registro Mercantil maintains the register of Spanish companies. The Código de Comercio 1885 governs commercial obligations. The Agencia Estatal de Administración Tributaria (AEAT) administers Impuesto sobre Sociedades (IS) under Ley 27/2014. The Comisión Nacional de los Mercados y la Competencia (CNMC) enforces competition law. The Código Civil governs general contractual obligations under Article 1255.