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New and Updated Documents for B2B Services for Short, Medium, and Long Term Contracts

January 2023

Service Agreements, also commonly referred to as Service Contracts, are a valuable tool in business-to-business transactions. Such a document will set out not only the terms and conditions of a transaction, but also the particulars such as a specification of services, fees and payment details, key personnel who may be assigned to the services, applicable policies, and in some cases, important provisions relating to TUPE where personnel transfers will be involved.

Updated Service Agreement with Milestones

The Standard Service Agreement with Milestones (B2B) has been reviewed and updated in line with current best practice, matching changes already made to the Standard Service Agreement (B2B) and Standard Service Agreement with Deliverables (B2B). Key changes include:

  • precise drafting to ensure that the service provider is contractually obliged to provide the services in-line with best practices in the relevant industry, trade, or profession;
  • new provisions relating to the use of specified equipment in the provision of the services, including client and service provider equipment;
  • new provisions designed to protect “materials” (such as information and documents) belonging to the client when used by the service provider;
  • new provisions covering key personnel and authorised representatives;
  • new provisions for change orders, allowing the client to request changes to the services during the term (subject to agreement and acceptance by the client of any price changes);
  • detailed provisions covering fees, costs, and payment;
  • new “law and policies” provisions, contractually obliging the service provider to comply with applicable laws and mandatory policies specified by the client;
  • new optional provisions relating to TUPE transfers;
  • detailed and practical provisions governing the liability of the parties; and
  • a range of improvements to the “boilerplate” clauses in the document, particularly the termination clause which now includes a more detailed set of circumstances triggering termination.

New Optional TUPE Provisions – On Exit and On Entry

The Standard Service Agreement (B2B), Standard Service Agreement with Deliverables (B2B), and the now-updated Standard Service Agreement with Milestones (B2B) all include optional clauses and schedules for “TUPE on Exit” scenarios in which staff will be transferring from the service provider to a new employer (e.g., the client) engaged in the provision of the services. The titles of these documents on the site have been updated to reflect this option. New versions of these documents are now also available with “TUPE on Entry” provisions to cover situations in which a client’s employees, previously engaged in providing the services in-house, will be transferring to the service provider.

Updated Terms and Conditions for Services with Milestones

Benefitting from many of the same updates and enhancements as the Service Agreement with Milestones, the Standard Service Terms and Conditions with Milestones (B2B) are being updated and will be available shortly.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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