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Standard Service Contract Template (B2B)

Standard Service Agreement (B2B)


When providing services on a business-to-business basis, it is important to have a proper service agreement (also known as a service contract) in place. A service agreement ensures that both parties know exactly what is expected of them, what their obligations are, what their rights are, what procedures to follow if something goes wrong, and how the transaction is to proceed.

This Standard Service Agreement is designed for use by service providers offering their services to business clients (a “business-to-business” or “B2B” contract). An alternative version is available for use with consumer clients (a “business-to-consumer” or “B2C” contract).

This version of the Service Agreement is designed for use in a variety of situations. The particulars of the services to be provided should be set out in detail in the appropriate schedule.

This document has been reviewed and updated in line with current best practice. It features a range of enhancements including new provisions dealing with factors including equipment and materials, key personnel, change orders, and applicable laws and mandatory policies.

The agreement sets out key information including:

  • the obligations of the parties;
  • representatives and personnel (with optional provisions for key personnel who the service provider must use when providing the services);
  • optional provisions governing change control;
  • fees, payment, and record-keeping;
  • IP rights and confidentiality;
  • compliance with applicable laws and mandatory policies (to be specified and/or attached in the appropriate schedule);
  • data protection and processing, allowing for situations in which the services to include the processing of personal data;
  • TUPE on Exit provisions, requiring (in cases where TUPE applies) the transfer of employees where the provision of the services is transferred from the service provider to another party (including the client themselves);
  • Insurance; and
  • Liability provisions which aim to strike a reasonable balance between the parties while ensuring that liability is limited on both sides (subject to exceptions).

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.

Separate provisions requiring key personnel and allowing the service provider to sub-contract are optional. When selecting these options (which are in different clauses), care must be taken to ensure that they are compatible with one another. For example, if the service provider is permitted only to use key personnel in the provision of the services, allowing them to sub-contract their performance obligations is likely to conflict.

Optional provisions are 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 agreed by the parties.

Further options are included to allow for a degree of adjustment in the document to meet the particular requirements of the transaction. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

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.

This Standard Service Agreement includes the following clauses:

1. Definitions and Interpretation
2. Commencement and Duration
3. Provision of the Services and Service Provider’s Obligations
4. Service Provider’s Representative and Personnel
5. Client’s Obligations
6. Client’s Representative
7. [Change Orders]
8. Fees and Payment
9. Records and Audit
10. Intellectual Property Rights
11. Confidentiality
12. Law and Policies
13. [Data Protection]
14. [Data Processing]
15. TUPE on Exit
16. Insurance
17. Liability
18. Force Majeure
19. Termination
20. Effects of Termination
21. Inadequacy of Damages
22. Rights and Remedies
23. No Waiver
24. Variation
25. Entire Agreement
26. Counterparts
27. Severance
28. Conflict
29. Further Assurance
30. Costs
31. Assignment and Sub-Contracting
32. Relationship of the Parties
33. Time
34. Non-Solicitation
35. Third Party Rights
36. Notices
37. Dispute Resolution
38. Law and Jurisdiction

and the following schedules:

1. The Services
2. Fees and Payment
3. Mandatory Policies
4. TUPE on Exit
5. [Key Personnel]
6. [Service Provider’s Privacy Notice]
7. [Personal Data Processing]

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

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