Standard Service Agreement – Services within a Project (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.
This document is compliant with the GDPR (General Data Protection
This Standard Service Agreement – Services within a Project is designed for
use by service providers offering their services to business clients. This
document is suitable for use in situations where the provision of the
services takes place as part of a larger project that may require the
service provider to work with other contractors also performing services
for the client.
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 and when payment is to be made. Further
key terms cover aspects such as insurance, liability and guarantees.
Specific provisions are included in this template with respect to the
larger project within which the services are to be provided. The “project”
itself should be clearly defined. Provision is also made for a programme of
services – allowing the services under this particular contract to be timed
and coordinated more effectively with services provided by other parties. A
detailed provision also addresses third party contractors to be used by the
client with whom the service provider may be required to interact.
This document also contains provisions for financial record keeping,
confidentiality, non-solicitation, a more onerous liability and indemnity
clause and an optional provision for the service provider to have control
of certain specified third party contractors hired by the client.
Three schedules are included in this template 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, the terms of
payment and a description of the project. 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
agreement 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 document.
This Standard Service Agreement – Services within a Project contains the
1. Definitions and Interpretation
2. Provision of the Services
3. Client’s Obligations
4. Appointment of Third Party Consultants and Contractors
5. Fees, Payment and Records
6. Liability, Indemnity and Insurance
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. [Data Protection]
13. [Data Processing]
14. No Waiver
15. Further Assurance
18. Assignment and Sub-Contracting
20. Relationship of the Parties
22. Third Party Rights
24. Entire Agreement
27. Dispute Resolution
28. Law and Jurisdiction
1. Specification of Services
2. Fees and Payment
3. The Project
4. [Data Processing]
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