Standard Service Terms and Conditions with Deliverables (B2B)

When providing business-to-business services, particularly on a one-off or short-term basis, it can be helpful to have standard terms and conditions (also known as terms of business or terms of service) that will form the basis of contracts with clients.

Using standard terms can reduce the need for individually negotiated agreements and helps clients understand how the services will be delivered, what will be expected of them, and how the transaction is intended to work.

Who these terms are for

These Standard Service Terms and Conditions with Deliverables are designed for service providers supplying services to business clients.

An alternative version is available for consumer clients (a business-to-consumer document).

Best suited to one-off or short-term services with deliverables

This document is suitable for use with a broad range of services, but is best suited to services offered on a one-off or short-term basis.

It is intended for situations where providing the services also involves creating deliverables in which intellectual property rights will typically subsist.

For longer-term and/or more complex services that may require a greater degree of negotiation or may involve more personnel (and the potential application of TUPE), a Standard Service Agreement (B2B) is also available.

How the contract is formed and what to prepare

These terms form the basis of the contract, which is formed when the service provider accepts the client’s order for services.

Key details referred to throughout the terms should be set out in the order and/or a written specification. Templates are not provided for these documents because content and format will vary between services and businesses; references within the terms are intended to prompt you when preparing your own documentation.

Key areas covered

The terms set out the parameters for providing the services, the obligations of both parties, and how payment is to be made.

• Fees and payment, including records, with two alternative payment approaches (a one-off inclusive fee or time and materials)
• Insurance and liability
• Intellectual property in the deliverables, including options for licensing or assignment and IP indemnity provisions
• Confidentiality
• Data protection (and data processing where included)

Where the service provider processes personal data on the client’s behalf, an optional data processing clause is included. This can be used on its own or can cross refer to a separate data processing agreement.

This document has been recently updated with an improved liability clause that has been restructured to make it easier to understand and interpret.

What the clauses cover

• Definitions and interpretation; basis of contract
• Provision of services and the parties’ obligations
• Fees, payment and records
• Intellectual property rights and confidentiality
• Law and policies (where included)
• Data protection and data processing (where included)
• Insurance, liability and force majeure
• Termination and its effects
• Contract mechanics (variation, severance, assignment, notices, entire agreement, third party rights)
• Relationship of the parties; law and jurisdiction

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