Standard Service Terms of Business – Services within a Project (B2B)

This document has been updated for Brexit. References to data protection legislation have been updated with reference to the UK GDPR.

When providing services in the course of business, the value of having service terms and conditions in place cannot be understated. A set of service terms ensures that potential clients will know how your services will be delivered to them, what is expected of them, what their obligations are, what their rights are, and how the transaction is to proceed.

These Standard Service Terms and Conditions – Services within a Project are designed for use by service providers offering their services to business clients (a “business-to-business” document). An alternative version is available for use with consumer clients (a “business-to-consumer” document). This document is suitable for use in situations where the provision of the services takes place as part of a larger project that may require the service provider to work with other contractors also performing services for the client.

Detailed provisions in this document set out the parameters within which the services are to be provided, the obligations of both the service provider and the client, and how and when payment is to be made. Further key terms cover aspects such as insurance, liability and guarantees.

Specific provisions are included in this template with respect to the larger project within which the services are to be provided. The “project” itself should be clearly defined in the final contract. Provision is also made for a programme of services – allowing the services under the final contract to be timed and coordinated more effectively with services provided by other parties. A detailed provision also addresses third party contractors that may be used by the client with whom the service provider may be required to interact.

Over and above the business-to-consumer version, this document also contains provisions for financial record keeping, confidentiality, non-solicitation, a more onerous liability and indemnity clause and an optional provision for the service provider to have control of certain specified third party contractors hired by the client.

These terms and conditions mirror exactly the provisions of the Standard Service Agreement, also available from Simply-Docs. The terms in this document are written with reference to the agreement, promoting further clarity as to which document is legally binding.

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.

These Standard Service Terms and Conditions – Services within a Project contain the following clauses:

1. Definitions and Interpretation
2. Provision of the Service
3. Client’s Obligations
4. Appointment of Third Party Consultants and Contractors
5. Fees, Payment and Records
6. Liability, Indemnity and Insurance
7. Guarantee
8. Confidentiality
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. [Data Protection]
13. [Data Processing]
14. No Waiver
15. Further Assurance
16. Costs
17. Set-Off
18. Assignment and Sub-Contracting
19. Time
20. Relationship of the Parties
21. Non-Solicitation
22. Third Party Rights
23. Notices
24. Entire Agreement
25. Counterparts
26. Severance
27. Dispute Resolution
28. Law and Jurisdiction

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