Standard Service Agreement with Project Milestones (B2B)
This Standard Service Agreement with Project Milestones is designed for use by service providers offering their services to business clients (a “business-to-business” agreement). An alternative version is available for use with consumer clients (a “business-to-consumer” contract). This document is suitable for use in situations where the provision of the services is to be divided up into a series of milestones with payments for each milestone.
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.
Detailed provisions in this 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.
Specific provisions in this document make it suitable for use with project milestones. The milestones should be clearly defined as part of the project specification and related to the appropriate milestone payments.
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 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 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 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 with Project Milestones contains the following clauses:
1. Definitions and Interpretation
2. Project Specifications
3. Provision of the Services
4. Client’s Obligations
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. [Data Processing]
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