Standard Service Contract (B2B)

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.

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 all-new 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, and a more onerous liability and indemnity clause.

Two 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
6. Guarantee
7. Confidentiality
8. Force Majeure
9. Term and Termination
10. Effects of Termination
11. No Waiver
12. Further Assurance
13. Costs
14. Set-Off
15. Assignment and Sub-Contracting
16. Time
17. Relationship of the Parties
18. Non-Solicitation
19. Third Party Rights
20. Notices
21. Entire Agreement
22. Counterparts
23. Severance
24. Dispute Resolution
25. Law and Jurisdiction

And the following schedules:
1. Specification of Services
2. Fees and Payment

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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