Standard Service Terms and Conditions with Deliverables (B2B)

When providing business-to-business services, particularly on a one-off or short-term basis, having a set of standard terms and conditions (also known as terms of business or terms of service) in place which will form the basis of contracts with clients can be important. Terms and conditions can be used instead of individually negotiated agreements and have the benefit of ensuring that potential clients will know how your services will be delivered to them, what will be expected of them, what their obligations will be, what their rights are, and how the transaction is to proceed.

These Standard Service Terms and Conditions with Deliverables are designed for use by service providers offering their services to business clients. An alternative version is available for use with consumer clients (a “business-to-consumer” document). This document is suitable for use with a broad range of services, but best suited to those offered on a one-off or short-term basis. For longer-term and/or more complex services which 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.

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

This version of the Standard Service Terms and Conditions is designed for use in situations in which the provision of the services will also entail the creation of some form of deliverables in which IP rights will typically subsist.

These terms and conditions form the basis of “the Contract”, which is formed upon the service provider’s acceptance of the client’s order for services. Important details referred to throughout the terms and conditions should be set out in the order and/or in a written specification. Note that templates are not provided for these documents as contents and formats will vary from one type of service and business to another. The references to these documents throughout the terms and conditions should be used as prompts when putting your documentation together.

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 payment is to be made. Other key provisions address matters including insurance, liability, intellectual property, and data protection.

The IP provisions in this document include options for licensing or assignment of the IP rights in the deliverables provided by the service provider. IP indemnity provisions under which the service provider will indemnify the client are also included.

Two different payment options are included in these terms and conditions. The first assumes a one-off, inclusive fee; the other works on a time and materials basis.

For situations in which personal data is being processed by the service provider in the course of providing the services on the client’s behalf, an optional data processing clause is included. This clause can be used on its own, or can cross refer to a separate data processing agreement if desired.

Optional phrases and provisions are marked with square brackets throughout the document. Some indicate alternatives, others indicate information or provisions which are optional but not required. Options should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

A number of optional provisions are included in this document and in some cases will determine the balance between the service provider and the client. Among the optional provisions (in addition to the payment choices and optional data processing provisions referred to above) are those included under both the service provider’s obligations and the client’s obligations with regard to obtaining necessary licences and consents. Only one of these should be used, and the other removed, depending upon the balance you wish your standard terms and conditions to establish.

Note that clause numbering will change automatically as clauses are added or removed. Please note, however, that cross references to other clauses in the text will not change. To assist in navigation and updating, each cross reference also includes the name or a description of the provision to which it refers.

These Standard Service Terms and Conditions (Business to Business) contain the following clauses:

1. Definitions and Interpretation
2. Basis of Contract
3. Provision of the Services and Service Provider’s Obligations
4. Client’s Obligations
5. Fees, Payment, and Records
6. Intellectual Property Rights
7. Confidentiality
8. Law [and Policies]
9. Data Protection
10. [Data Processing]
11. Insurance
12. Liability
13. Force Majeure
14. Termination
15. Effects of Termination
16. No Waiver
17. Further Assurance
18. Variation
19. Severance
20. Assignment and Sub-Contracting
21. Third Party Rights
22. Relationship of the Parties
23. Notices
24. Entire Agreement
25. Law and Jurisdiction

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