Standard Service Agreement (TUPE on Entry Option) (B2B)

When services are provided on a business-to-business basis, a clear written service agreement helps both parties understand what is expected of them, what their respective obligations and rights are, how the arrangement is to operate, and what procedures apply if something goes wrong.

This Standard Service Agreement (TUPE on Entry Option) (B2B) is designed for use by service providers supplying services to business clients. It can be used for a wide range of arrangements, from one-off services to longer-term contracts.

This document has been updated with a restructured liability clause designed to make the liability provisions easier to understand and interpret.

Built for B2B service contracts with optional TUPE on entry provisions

This template is intended for business-to-business service arrangements, with the detailed description of the services to be provided set out in the schedule.

It includes optional TUPE on Entry provisions for situations in which employees transfer from the client to the service provider when the agreement begins. This version is provided as an alternative to the TUPE on Exit version and the TUPE on Entry provisions are intended to benefit the service provider rather than the client.

What the agreement covers

• the obligations of the parties;
• representatives and personnel, including optional key personnel provisions;
• optional change control provisions;
• fees, payment, and record-keeping;
• intellectual property rights and confidentiality;
• compliance with applicable laws and mandatory policies;
• data protection and data processing where the services involve personal data;
• optional TUPE on Entry provisions where employees transfer to the service provider on commencement of the agreement;
• insurance; and
• liability provisions intended to strike a reasonable balance while limiting liability on both sides, subject to exceptions.

Important options need to be selected carefully

This agreement contains a number of optional provisions that need to be chosen so that they work properly together.

• Key personnel and sub-contracting: if the service provider is required to use specified key personnel, allowing unrestricted sub-contracting may create a conflict.
• Licences and consents: alternative provisions appear under both the service provider’s and the client’s obligations, but only one approach should be used depending on the agreed allocation of responsibility.
• TUPE and data processing: these provisions should be included only where they are relevant to the particular transaction.

Structured around core terms and supporting schedules

The main body of the agreement sets out the legal framework, while the schedules record the transaction-specific detail.

• The Services – the services to be provided;
• Fees and Payment – the charging and payment structure;
• Mandatory Policies – policies to be specified or attached where required;
• TUPE on Entry – relevant TUPE detail where applicable;
• Key Personnel – any required personnel commitments;
• Service Provider’s Privacy Notice – privacy information where required; and
• Personal Data Processing – processing detail where the services involve personal data.

Standard Service Agreement (TUPE on Entry Option) (B2B) is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.