General Services Framework Agreement
This General Services Framework Agreement template (a "call off" or "framework" agreement) enables a supplier of
services to establish a facility with a customer whereby from time to time
the customer can place an order with the supplier on pre-agreed standard
The template takes the form of an agreement containing core terms and
conditions to apply to each order. Those core terms apply to any order,
irrespective of the particular type of service that the supplier provides
to its customer. The core terms include the ordering procedure (set out in
Schedule 1) to be followed by the customer when they decide to place an
In addition, the template provides for a set of additional terms to be
attached as Schedule 2 to the Agreement, and for those additional
terms to apply to each order in conjunction with the core terms. Once the
Schedule 2 containing the appropriate terms has been attached to the
Agreement, it is then signed by both parties.
The particular set of terms to be attached as Schedule 2 will depend both
on the particular type of services to be provided and on the circumstances
and requirements of the supplier.
As the supplier, you might wish to attach a copy of either your own
standard terms for supply of a particular type(s) of services or an adapted
version of those terms, or if appropriate, you might attach as Schedule 2 the terms for supply of services in this subfolder or one of the other sets of
terms for supply of services which you can find in our Business folder,
adapted as necessary in either case. Whichever set of terms you attach,
those terms will apply as standard terms whenever the customer places an
order with you.
It is also possible to insert one or more additional Schedules each
containing a further set or further sets of terms, such that each different
distinct type of service offered by the supplier is supplied on the basis
of its own set of distinct terms in the relevant Schedule.
This document does not require the customer to place any order at all, and
to that extent the document does not itself create any obligation on the
customer to purchase any particular or minimum quantity or value of services. Similarly, the supplier does not have to accept any order. If instead you wish to impose any obligation to purchase or to supply, the document would need to be adapted accordingly. As and when the customer chooses to place an order, that order, if and when accepted, will establish a binding contract for the supplier to supply and the
customer to pay for the particular description and quantity of services
covered by the order. This subfolder includes a standard form of order which can be attached as an Annex to the Ordering Procedure set out in Schedule 1.
Clause 4.3 of the document makes it clear that it does not impose any restriction on the supplier from supplying any third parties or on the customer from purchasing from any third parties. Therefore if any exclusivity is required, the document should be amended as necessary.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This General Services Framework Agreement contains the following clauses:
2. Purpose of Agreement
4. Scope of Agreement
5. Relevant Call Off Terms
6. Data Protection
7. Data Processing
8. Force Majeure
10. Relationship of the Parties
11. Assignment and Subcontracting
13. Entire Agreement
15. No Waiver
16. Third Party Rights
17. Set Off
19. Changes to Terms and Conditions
21. Law and Jurisdiction
and the following schedules:
Schedule 1 – Ordering Procedure
Annex (Order Form)
Schedule 2 – Standard Terms of Supply of Services
[Insert any further Schedule(s), each containing an additional set of
This General Services Framework Agreement is in open format. Either enter
the requisite details in the highlighted fields or adjust the wording to
suit your purposes.
Once you have purchased access to the appropriate document folder click on
the “Download Document” link below. You will be asked what you want to do
with the file. It is recommended that you save the document to a location
of your choice prior to viewing.