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 guarantees.
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]
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