IT Services Framework Agreement Documents

A supplier of IT or other services will often set up a facility with a client to enable the client to place an order with the supplier from time to time on pre-agreed standard terms.

This is particularly convenient and time saving where the parties are likely to subsequently enter into a series of similar transactions for one or more types of IT services - whenever they do so, they will have already agreed on all terms and will not need to negotiate and agree terms on each occasion.

This arrangement is usually referred to as a “framework” or “call-off” agreement, and sometimes also as a “master ordering agreement” or “blanket purchase agreement”. The expressions “framework” and “call-off” are often used interchangeably to mean the same thing.

Such a “framework” or “call-off” arrangement may take the form of a master agreement which sets out both how the client can place an order for a certain type of services and all of the terms which will apply to such an order.

However, it does not require the client to place any order at all either at the outset or subsequently. To that extent it does not itself create any obligation on the client but as and when it chooses to purchase any services during the term of the Agreement, the client places an order under the ordering procedure set out in the Agreement. That order, when accepted by the supplier, will establish a binding contract for the supplier to supply and the client to pay for the particular type and quantity of services covered by the order.

The form of IT Services Framework Agreement and other documents in this subfolder will enable a supplier to establish such a framework or call off arrangement with its client.

The IT Services Framework Agreement template sets out the core terms and conditions which will apply to any order irrespective of the type/s of IT service the IT services supplier is willing and able to provide to its client.

A suitable set of supplementary terms and conditions has to be attached as a Schedule to the IT Services Framework Agreement to cover the provision of each particular type of IT service which the parties anticipate will be needed from time to time. We have included several sets of supplementary terms and conditions for this purpose, each intended to apply to a particular type of IT service. You can attach one or more of them after adapting it or them as necessary. When a "call off" order is placed from time to time by your customer for a type of service covered by a Schedule of supplementary terms that you have attached, the IT Services Framework Agreement and that Schedule will then automatically be deemed to apply to that order.

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