Services Retainer Agreement (Short)
This Services Retainer Agreement (Short) is one of several Agreements in this subfolder catering for a supplier of services wishing to provide services to its client under a retainer arrangement. For an explanation and discussion of retainer arrangements generally, please see our Guidance Note: Retainer Arrangements in this subfolder.
The data protection provisions in this document have been updated with reference to the UK GDPR.
This template is based on the accompanying Services Retainer Agreement (Hours Ordered Only) but it is shorter and designed for suppliers with simpler needs. Like the accompanying longer form, this template establishes a retainer arrangement under which the client must pay an agreed retainer fee in advance at stated intervals, e.g. every three months, and the client is given the right to order up to a maximum number of hours of work to be carried out during the relevant period (e.g. three months).
Also like the Services Retainer Agreement (Hours Ordered Only), this template additionally provides that as well as having to pay the retainer fee, the client must pay a fee at an agreed hourly rate for each hour of work ordered: the retainer fee does not include payment for any work that is carried out. The client is only invoiced for, and pays for, each hour of work that it actually orders. (It does not pay for the maximum hours up to which it is entitled to order services and it does not have to order any minimum or fixed number of hours of work in any period. Indeed it does not have to order any work in any period.)
Under this template, the supplier must provide the services, up to the agreed maximum number of hours, that the client orders in each period. (Contrast this with “call off” arrangements under which the supplier is not bound to accept any order that the client places.)
This template does not allow for the client to order hours over and above the maximum number of hours. Contrast this with the Services Retainer Agreement (Hours Ordered Only) in which there is also provision for such additional hours of work to be ordered.
This template also excludes a number of other features that are in the Services Retainer Agreement (Hours Ordered Only) since this template is intended for use where a shorter, simpler template is required. We recommend that you only use this template in preference to the Services Retainer Agreement (Hours Ordered Only) if you are content to omit the additional points covered in that longer template, and we suggest that you compare the two before deciding to use either of them. If neither template meets your needs, you might consider whether one of our other templates in this subfolder will better suit your needs.
Under this template, the retainer fee may be any sum that the supplier considers appropriate, but it will need to be at a level which takes into account the supplier’s commercial, financial and practical circumstances. The retainer fee may be either no more than a nominal sum or quite a substantial amount. Various circumstances might influence the amount e.g. the fact that the supplier will need the capacity to provide up to the maximum number of hours although it might receive no orders, or only orders for relatively little work, in any given period.
The amount of the retainer fee might also take into account the level of the hourly fee rate. The hourly rate might match, or to be less or more than, the supplier’s standard non-retainer hourly rate.
This agreement states that the retainer arrangement will continue indefinitely until either party gives notice to terminate after a stated minimum period. It may be adapted so that it instead continues only for an agreed fixed period subject to notice terminating it sooner.
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 Services Retainer Agreement (Short) contains the following clauses:
1. Definitions and Interpretation
2. Provision of the Services
3. Ordering Procedure and Other Order Details
4. Client’s Obligations
5. Fees, Payment and Records
6. Liability, Indemnity and Insurance
7. Intellectual Property Rights
8. Confidentiality
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. Data Protection
13. Data Processing
14. No Waiver
15. Assignment
16. Time
17. Relationship of the Parties
18. Third Party Rights
19. Notices
20. Entire Agreement
21. Law and Jurisdiction
and the following schedules:
SCHEDULE 1: Specification of Services
SCHEDULE 2: Fees and Payment
SCHEDULE 3: Order Form [pro forma]
SCHEDULE 4: Data Processing
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