Service Agreement Allowing Sub-Contracting (B2B)

When providing services in the course of business, the value of a service agreement cannot be understated. A service agreement ensures that both parties know exactly what is expected from them, what their obligations are, what their rights are, and how the transaction is to proceed.

The data protection provisions in this document have been reviewed and updated for Brexit. References to data protection legislation have been updated with reference to the UK GDPR.

This Service Agreement Allowing Sub-Contracting is designed for use by service providers offering their services to business clients. Due to consumer protection legislation regarding unfair contract terms it is not recommended that this document is used in business-to-consumer transactions.

This document is designed for use with a broad range of services. It has been drafted in such a way that the specific details that will be unique to each transaction are kept outside of the main body of the contract in a series of schedules.

Key terms in this template set out the respective obligations of the service provider and the client, fees and payment and confidentiality. Liability under this contract is limited, but balanced. This is an important aspect to be negotiated prior to signing the agreement and you may wish to alter this default provision as a result.

The service provider is permitted to sub-contract some or all of its obligations under this agreement. It is important to ensure that sub-contractors are engaged in such a way that is compatible with the “main agreement”. A Sub-Contractor’s Agreement is also available from Simply-Docs and has been drafted alongside this Service Agreement to ensure compatibility.

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 template contains the following clauses:

1. Definitions and Interpretation 
2. Service Provider’s Obligations 
3. Client’s Obligations 
4. Insurance 
5. Fees and Payment 
6. Limitation of Liability 
7. Confidentiality 
8. Assignment and Sub-Contracting 
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. Relationship of the Parties 
19. Non-Solicitation 
20. Third Party Rights 
21. Notices 
22. Entire Agreement 
23. Counterparts 
24. Severance 
25. Dispute Resolution 
26. Law and Jurisdiction

Schedules:

1. The Services 
2. Fees 
3. [Data Processing]

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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