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

This Standard Service Agreement with Milestones (TUPE on Entry Option) (B2B) is designed for service providers supplying services to business clients where the services and the related payments are divided into a series of milestones.

It can be used for one-off projects or longer-term arrangements. This version also includes optional TUPE on Entry provisions for situations where employees transfer from the client to the service provider when the agreement begins.

This document has also been updated with a restructured liability clause designed to make the liability provisions easier to follow.

B2B service agreement for milestone-based services

This template is intended for business-to-business service arrangements where work is delivered in stages rather than as a single block of services.

The detailed description of the services should be set out in the schedule, together with the milestone structure where relevant.

Milestones, payment triggers, and TUPE on Entry

Milestones should be clearly defined, and the acceptance criteria for each milestone should be clear and objective.

That helps ensure it is obvious when a milestone has been achieved and when payment is due.

This version is provided as an alternative to the TUPE on Exit version. Its optional TUPE on Entry provisions are intended for situations where employees transfer from the client to the service provider on commencement of the agreement.

What this B2B service contract covers

• the parties’ obligations, representatives, personnel, and optional change control provisions;
• fees, payment, record-keeping, and compliance with applicable laws and mandatory policies;
• intellectual property rights and confidentiality;
• data protection and data processing where relevant;
• optional TUPE on Entry provisions; and
• insurance and balanced liability provisions, subject to exceptions.

TUPE on Entry and other key drafting options

• Key personnel and sub-contracting: these options should be checked together to avoid conflict.
• Licences and consents: only one allocation of responsibility should be used.
• TUPE and data processing: include these provisions only where they are relevant.

Schedules for the services, fees, and TUPE 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 with Milestones (TUPE on Entry Option) (B2B) is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.