Standard Service Agreement (B2B)
When providing services in the course of business, the value of a service
agreement (also known as a service contract) cannot be understated. A
service agreement ensures that both parties know exactly what is expected
of 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 Standard Service Agreement is designed for use by service providers
offering their services to business clients (a “business-to-business”
contract). An alternative version is available for use with consumer
clients (a “business-to-consumer” contract). This document is suitable for
use with a broad range of services.
This document replaces the previous “service provider biased”
version of our standard service agreement, offering more comprehensive
provisions and greater consistency with the counterpart terms and
conditions. The differentiation between the business-to-business and
business-to-consumer versions of the contract has also been made clearer.
Detailed provisions in this Standard Service Agreement 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
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 data processing clause.
Schedules are included in this document with references to them
appearing throughout the agreement. These should be used to set out, in
detail, the specification of the services to be provided and the terms of
payment. When entering details into these schedules, sufficient information
should be included so that both parties to the agreement are fully aware of
the exact services to be provided and how those services are to be paid
for. Great care should be taken when completing the schedules to ensure
that neither party is left with any questions or guess work. A complete
agreement should give both parties the complete picture of the transaction.
A counterpart set of Standard Service Terms and Conditions is also
available with terms exactly mirroring the terms of this document, designed
for use either as standard terms of business or as a pre-contract document
to give potential clients a clear idea of what the eventual service
contract will look like.
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 template.
This agreement contains the following clauses:
1. Definitions and Interpretation
2. Provision of the Services
3. Client’s Obligations
4. Fees, Payment and Records
5. Liability, Indemnity and Insurance
8. Force Majeure
9. Term and Termination
10. Effects of Termination
11. [Data Protection]
12. [Data Processing]
13. No Waiver
14. Further Assurance
17. Assignment and Sub-Contracting
19. Relationship of the Parties
21. Third Party Rights
23. Entire Agreement
26. Dispute Resolution
27. Law and Jurisdiction
1. Specification of Services
2. Fees and Payment
3. [Data Processing]
This document is in open format. Either enter the requisite details in the
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