make your free services agreement
what we'll cover
what is a services agreement?
services agreements are contracts between two parties (a customer and a supplier) for the supply of services. they set out the terms that the parties have agreed on for the provision of services. this services agreement template enables you to clearly set out the rules that will be followed as one party provides services to the other.
this document is gdpr compliant.
when should i use a service agreement?
use this services agreement template:
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when a business wishes to supply services to another business
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when a business requires terms and conditions to carry out its work
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to ensure that the business has a legal right to receive payment for its services
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to protect the positions of both businesses involved
sample services agreement
the terms in your document will update based on the information you provide
supply of services agreement
this agreement is made on the date of last signature below between:
parties
(supplier);
(customer).
agreement
meanings
- in this agreement, the following words are defined:
agreement this agreement for the provision of the services (as defined below) including any schedules; confidential information in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this agreement; deliverables all documents, items, plans, products, goods and materials supplied by the supplier, including any methodologies, ideas, designs, computer programs, data, disks, tapes, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by the supplier or its agents, sub-contractors, consultants and employees in relation to the services; effective date ; equipment any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the services, by the supplier or its sub-contractors; intellectual property rights any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the supplier in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future; premises the customer's premises situated at , ; services the services which are set out and described in schedule 1 of this agreement, together with any other services which the supplier provides or agrees to provide to the customer through the change control procedure set out below (change control); service charges the charges for the services, which are set out in schedule 2 of this agreement; specification the description or specification for the services as set out in schedule 1 of this agreement or as otherwise agreed between the parties through change control; working day any day other than a saturday, sunday or public holiday in england and wales. - in this agreement, unless the context requires a different interpretation:
- the singular includes the plural and vice versa;
- references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this agreement;
- a reference to a person includes firms, companies, government entities, trusts and partnerships;
- "including" is understood to mean "including without limitation";
- reference to any statutory provision includes any modification or amendment of it;
- the headings and sub-headings do not form part of this agreement; and
- "writing" or "written" will include fax and e-mail unless otherwise stated.
provision of services
- the supplier shall provide the services to the customer on the terms and conditions of this agreement from the effective date and as set out in schedule 1.
- the services will be provided by the supplier either:
- on an on-going basis; or
- in response to each request from the customer from time to time
- the agreement begins on the effective date and will continue
- the supplier shall provide the services (including any deliverables) at the premises in accordance with the specification in all material respects. time is of the essence for any dates for delivery of the services under this agreement, unless specifically stated otherwise in any schedule.
- the supplier shall perform the services with reasonable care and skill, in accordance with:
- generally recognised commercial practices and standards in the applicable industry; and
- all laws and regulations applicable to the services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
- the supplier shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the premises and that have been communicated to the supplier.
customer's obligations
- no amendment shall be made to schedule 1 except on terms agreed in writing by the parties in accordance with the clause below change control.
- the customer must:
- co-operate with the supplier in all matters relating to the services;
- provide, in a timely manner, any equipment, materials and any information as the supplier may reasonably require; in the case of equipment, the customer shall ensure that it is in good working order and suitable for the purposes for which it is used, and in the case of information, the customer shall ensure that it is accurate in all material respects;
- obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the services before the date on which the services are to start;
- provide to the supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the premises and other facilities as reasonably required by the supplier;
- inform the supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises.
defective services
- the supplier shall promptly notify the customer of:
- any delays or problems from time to time in the provision of the services of which the supplier becomes aware;
- any circumstances from time to time which may prevent the supplier from providing the services in accordance with this agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and
- any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the customer or which may result in any adverse publicity for the customer.
- the customer shall, without limiting any right or remedy of the customer, promptly report to the supplier any defects in the supplier's performance of the services as soon as reasonably practicable after any such defect comes to the attention of the customer.
- where any defect in the provision of the services is reported to the supplier by the customer or otherwise comes to the attention of the supplier, the supplier shall, without limiting any other right or remedy of the customer, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
charges, payment and time records
- in consideration of the provision of the services by the supplier, the customer shall pay the service charges as set out in schedule 2 which specifies whether the charges are on a time and materials basis, a fixed price basis or a combination of both. time is of the essence for the payment of the service charges.
- all charges quoted to the customer are exclusive of vat, which the supplier shall add to its invoices at the appropriate rate.
- where services are provided on a time and materials basis:
- the charges payable for the services shall be calculated in accordance with the supplier's standard daily fee rates for each individual person and are calculated on the basis of an eight-hour day, worked between 9 am and 5 pm on working days and otherwise by arrangement between the parties;
- the supplier will ensure that every individual whom it engages in relation to the services completes time sheets recording time spent on the services or deliverables; and
- the supplier will invoice the customer monthly in arrears for its charges for time, expenses and materials (together with vat where appropriate) for the month concerned, accompanied by any relevant receipts for any equipment, materials and expenses as incurred in accordance with the clause below.
- where services are provided for a fixed price, the total price for the services is set out in schedule 2. upon completion of the services or when an agreed instalment is due, the supplier shall invoice the customer for the charges that are then payable, together with any equipment, materials and expenses, which have not been expressly included in the fixed price and vat.
- expenses incurred by the supplier may include: the cost of hotel, subsistence, travelling and any other expenses reasonably incurred by the individuals whom the supplier engages in connection with the services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the supplier for the supply of the services. any expenses in excess of £ must be pre-approved by the customer in writing. such expenses, materials and third party services must be invoiced by the supplier at cost, together with vat, which the supplier will add to its invoices at the appropriate rate.
- the customer is required to pay a deposit of £ (deposit) within days of placing an order for the services. if the customer does not pay the deposit, the supplier shall have the right to withhold provision of the services until the deposit is received or may terminate in accordance with the clause below (termination). the deposit shall be non-refundable unless the supplier fails to provide the services and is at fault for such failure (where the failure is not the fault of the supplier, no refund will be made).
- the customer shall pay each invoice submitted to it by the supplier, in full and in cleared funds, within days of receipt (which shall be determined in accordance with the section below (notices)) to a bank account nominated in writing by the supplier (the due date).
- without prejudice to any other right or remedy that it may have, if the customer fails to pay the supplier on the due date:
- the customer shall pay interest on the overdue amount at the rate of 4% per annum above the bank of england base rate at the relevant time. such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. the supplier may choose to charge statutory interest due. the customer shall pay the interest together with the overdue amount; and
- the supplier may suspend all services until payment has been made in full.
- all sums payable to the supplier under this agreement shall become due immediately on its termination, despite any other provision.
- the supplier and the customer shall pay all amounts due under this agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
change control
- the customer may at any time during the term of this agreement request an increase or decrease in the volume of the services, a change in the specification, or the addition of new services (change request) by notifying the supplier in writing of its requirements.
- the supplier shall give due consideration to any change request from customer and shall, within working days of receiving a change request from the customer:
- confirm its acceptance of the change request, without any further variation to the terms of the agreement, in which case the parties shall execute a variation to the agreement as soon as reasonably practicable and the supplier shall implement the change request accordingly; or
- provide a written proposal for accepting the change request, subject to any variation that it reasonably considers necessary to the services, the specification or the service charges, including any new services (change proposal); or
- if the supplier believes it is not reasonably practicable to accept the change request, with or without any such variation, provide the customer with a written statement of its reasons for doing so.
- any change proposal provided by the supplier under the above clause shall be based on the service charges or, if this is not appropriate, shall be a fair and reasonable quotation for the change request.
- the customer shall give due consideration to the supplier's change proposal under the clause above and shall within working days after receipt of the change proposal either give the supplier a written notice accepting the change proposal (subject to or without further negotiation) or rejecting the change proposal. if the customer accepts the change proposal, the parties shall as soon as reasonably practicable execute a variation to the agreement and the supplier shall implement the agreed variation.
- the supplier shall have the right to make any changes to the services which are necessary to comply with any applicable law or safety requirement, provided that the supplier gives the customer reasonable notice of such changes and that such changes do not materially affect the nature/scope of the services or the service charges.
indemnity
- the supplier shall indemnify the customer against any claim by any other person that the provision of the services to the customer in accordance with this agreement infringes any intellectual property rights of that other person.
liability and insurance
- if the supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the customer, its agents, sub-contractors, consultants or employees, the supplier shall not be liable for any costs, charges or losses sustained or incurred by the customer that arise directly or indirectly from such prevention or delay.
- nothing in this agreement limits or excludes either party's liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the supply of goods and services act 1982 (title and quiet possession); or
- any other liability which cannot be limited or excluded by applicable law.
- subject to the above clause and the clause above (indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of use or corruption of software, data or information;
- any indirect or consequential loss.
- subject to the two preceding clauses and the clause above (indemnity), the total liability of the supplier for any other loss of the customer in respect of any one event or series of connected events shall not exceed £.
- the terms implied by sections 3 to 5 of the supply of goods and services act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
- during this agreement, the supplier and the customer shall each maintain in force with a reputable insurance company, insurance sufficient to indemnify risks for which they may be responsible, including for their respective sub-contractors, agents and employees, in connection with the services and shall, on either parties' request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.
confidentiality
- each party will only use confidential information to perform its obligations under the agreement and will not cause or allow the information to be disclosed except:
- where required by law, court order or any governmental or regulatory body;
- to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
- where the information has become generally available to the public (other than as a result of disclosure in breach of the agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
- where the information was available or known to it on a non-confidential basis before being disclosed under the agreement; or
- where the information was developed by or for it independently of the agreement and is received by persons who are not the disclosing party.
intellectual property
- subject to the clause below, the supplier reserves all intellectual property rights (if any) which may subsist in any deliverables, or in connection with, the provision of the services. the supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
- the supplier licenses all such rights to the customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the customer to make reasonable use of the deliverables and the services.
- if this agreement is terminated, this licence will automatically terminate.
data protection
anti-bribery
- the supplier and its agents, sub-contractors, consultants or employees shall:
- comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption including but not limited to the bribery act 2010 (bribery laws);
- not commit an offence under sections 1, 2 or 6 of the bribery act 2010;
- comply with any relevant industry code related to anti-bribery (bribery policies);
- have, maintain, and enforce throughout the term of this agreement its own policies and procedures, to ensure compliance with the bribery laws and the bribery policies; and
- promptly report to the customer any request or demand for any undue financial or other advantage of any kind received by the supplier in connection with the performance of this agreement.
non-solicitation
- the customer shall not, without the prior written consent of the supplier, at any time from the date of this agreement to the expiry of months after the last date of supply of the services or termination of this agreement (whichever is the latest), solicit or entice away from the supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the supplier in the provision of the services.
circumstances beyond the control of either party
- neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
- such causes include, but are not limited to: power failure, internet service provider failure, acts of god, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
- the party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
- the corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
- if the delay continues for a period of 90 days, either party may terminate or cancel the services to be carried out under this agreement.
termination
- a party may terminate the agreement immediately by giving written notice to the other party if that other party:
- does not pay any sum due to it under the agreement within days of the due date for payment;
- commits a material breach of the agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied);
- persistently breaches any term of the agreement;
- is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
- is a company over any of whose assets or property a receiver is appointed;
- makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the insolvency act 1986);
- (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
- undergoes a change of control (within the meaning of section 1124 of the corporation tax act 2010); or
- (if an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.
consequences of termination
- on termination or expiry of this agreement:
- the customer shall immediately pay to the supplier all of the supplier's outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, the supplier may submit an invoice, which shall be payable immediately on receipt;
- the customer shall, within a reasonable time, return all of the supplier's equipment and any relevant deliverables remaining the property of the supplier. until they have been returned or repossessed, the customer shall be solely responsible for their safe keeping.
- termination or expiry of the agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- other than as set out in the agreement, neither party shall have any further obligation to the other under the agreement after its termination.
general
- this agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the agreement. nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
- no party may assign, transfer or sub-contract to any third party the benefit and/or burden of the agreement without the prior written consent (not to be unreasonably withheld) of the other party.
- no variation of the agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
- the contracts (rights of third parties) act 1999 does not apply to the agreement and no third party has any right to enforce or rely on any provision of the agreement.
- unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- a provision which by its intent or terms is meant to survive the termination of the agreement will do so.
- if any court or competent authority finds that any provision (or part) of the agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the agreement will not be affected.
- unless specifically provided by the parties, nothing in the agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the agreement authorise any party to enter into any commitments for or on behalf of the other party.
- any notice (other than in legal proceedings) to be delivered under the agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party. notices:
- sent by post will be deemed to have been received, where posted from and to addresses in the united kingdom, on the second working day and, where posted from or to addresses outside the united kingdom, on the tenth working day following the date of posting;
- delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
- sent by email will be deemed to have been received on the next working day after sending.
governing law and jurisdiction
- this agreement shall be governed by and interpreted according to the law of england and wales and all disputes arising under the agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the english and welsh courts.
the parties have signed this agreement on the date(s) below:
schedule 1 - specification of services
schedule - 2 charges
about services agreements
learn more about making your services agreement
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how to make a services agreement
making your services agreement online is simple. just answer a few questions and 2022世界杯32强抽签时间 will build your document for you. when you have all the information about the services provision relationship prepared in advance, creating your document is a quick and easy process.
you’ll need the following information:
party details
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what are the supplier’s and the customer’s details? you’ll need their:
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address
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business’ legal structure
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signatory, if it’s a company or a partnership (ie the person who will sign the agreement on the company’s or partnership’s behalf), and
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company number, if either is a company
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key details of the services agreement
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what date does the agreement start? this can be the date on which it is signed or a specified date.
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when will the services agreement end? you may set a fixed term or a fixed end date, or allow the agreement to run until one of the parties wants to end it.
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if the parties can choose to end the agreement, how much notice must they give?
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details of the services to be provided
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will the services be provided at the customer’s premises?
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are you including a service level agreement?
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will you use statements of work (sow) under this agreement?
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how long does the supplier have to respond to requests from the customer to alter the provision of services?
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how long does the customer have to respond to any counter-proposals from the supplier?
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payments under the services agreement
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will the supplier give the customer a credit against their service charges (ie the payments given in exchange for the services) if there is a default in (ie an issue with) the services?
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after how many days can a party end the services agreement if a payment they’re owed under it is overdue?
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do the supplier’s fees include vat?
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what’s the expense limit for the agreement (ie the maximum that the supplier can claim from the customer for expenses incurred related to the provision of services under the services agreement)?
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does the customer need to pay a deposit each time they order services under the agreement?
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if so, what’s the amount required and within how many days of the order must it be paid?
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how many days does the customer have to pay invoices from the supplier? how can invoices be paid?
other terms of the services agreement
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will the customer’s liability under this agreement be limited?
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what is the maximum liability that each party can have if they cause the other party losses related to the services agreement?
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does the supplier need to comply with the customer’s anti-bribery policy?
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for how long after the service agreement ends is the customer prohibited from soliciting the supplier’s employees?
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is there a data processing agreement (dpa) setting out details of the supplier’s processing of personal data?
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if not, data processing information will be set out within the services agreement and you must enter the types of personal data that the supplier may process when providing services.
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if the supplier or the customer is based in scotland, will the services agreement be governed by the laws of england and wales or the laws of scotland?
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common terms in a services agreement
services agreements set out the terms of the relationship that will exist between a supplier and a customer, to avoid confusion and disputes. to do this, this services agreement template includes sections covering:
parties
this section sets out exactly who the customer and the supplier are.
meanings
this definition table assigns specific meanings to key terms used throughout the agreement. when these terms (eg ‘equipment’ or ‘services’) are used capitalised throughout the services agreement, they carry the meaning they’re given in this table.
provision of services
this section sets out the basics of the services that will be provided, for example, the supplier’s legal obligation to perform the services with reasonable care and skill. the section refers to the specification of services schedule and any relevant statements of work, which complete the description of the services to be provided under the agreement. it also sets out:
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when the services agreement will end, and
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the supplier’s obligation to follow relevant health and safety and security rules, if they supply services at the customer’s premises
customer’s obligations
this section sets out things the customer must do under the agreement. for example, they must follow the agreement’s rules when requesting changes to the supply of services. for more information, see the faq ‘what are the customer’s obligations in this agreement?’
defective services
this section explains what should happen if there is an issue with the supply of services. it explains that the supplier should notify the customer of any issues such as delays or an inability to provide services. the customer should also promptly notify the supplier of any issues with service performance, and the supplier has an obligation to try to remedy defects.
you can choose to also require that the supplier gives the customer a credit against their payments (ie an amount of money back that they can offset against future payments) in the event of a defect.
charges, payment, and time records
this section sets out multiple terms related to the fees and similar payable under the services agreement. specifically, it:
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sets out the customer’s obligation to pay the service charges set out in the charges schedule
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states whether charges are inclusive or exclusive of vat
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explains some rules on how charges are to be calculated if services are charged for on a time and materials basis (ie rather than at a price based on output)
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explains how invoices and deposits are used and how and when they must be paid
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sets rules and limits on the expenses related to service provision that the supplier can claim from the customer
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sets out what should happen if the customer does not pay an invoice on time. for instance, the customer must pay interest on outstanding payments and the supplier may stop providing services until payment has been made
change control
this section deals with how changes can be made to the provision of services that’s required under the services agreement. it explains the procedure and sets time limits for responses. it also requires both parties to give reasonable consideration to any proposals for changes, and that any counter-proposals made by the supplier are usually based on the service agreement’s service charges. it sets out the requirement for the parties to formally execute any agreed changes and the supplier’s right to make changes if required by law or by safety requirements.
indemnity
an indemnity is a promise by one party to compensate a second party for any losses that the second party suffers due to certain types of conduct performed by the first party. this services agreement includes an indemnity made by the supplier to the customer, covering any legal claims made by a third party for intellectual property infringement performed during the supply of services under the agreement.
liability and insurance
this section sets out various rules for when the parties are each liable (ie legally responsible) for certain occurrences. it also imposes a requirement on the parties to hold insurance that’s sufficient to indemnify (ie cover) costs they may have to pay if they’re liable to pay another party compensation following legal claims in connection with the services agreement. the section specifically:
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clarifies legal rules on when liability cannot be limited, for example, liability for death or personal injury
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limits liability by stating that the parties aren’t liable for each other’s loss of profits or similar
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sets a limit (ie the maximum amount of money that a party can be liable to the other for) on either both parties’ liability to each other or on the supplier’s liability to the customer
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explains that certain sections of the supply of goods and services act 1982 are excluded (ie not applicable to this agreement), as far as legally possible. these are sections that deal with supplying goods that are sold based on a description or a sample and the requirement for goods to meet certain quality and fitness-for-purpose standards
confidentiality
this section restricts the parties from disclosing each other’s confidential information except in certain circumstances.
intellectual property
this clause asserts the supplier’s continued ownership of any of their intellectual property (ip) used to supply the services. it also grants the customer a licence for use of this ip as far as necessary to enable them to reasonably use the services.
data protection
this term notes the parties’ obligations to comply with data protection law and rules as set out in the data protection schedule (whether this is created within the services agreement or attached as a dpa).
anti-bribery
this section sets out the supplier’s promise to comply with anti-bribery laws and, if applicable, the customer’s anti-bribery policy.
non-solicitation
solicitation, in this context, is the attempting to hire another businesses’ employees. this clause is a non-solicitation clause (ie a type of restrictive covenant, or promise) that prevents the customer from soliciting the supplier’s employees and consultants for a set amount of time after the end of the services agreement.
circumstances beyond the control of either party
this section contains a force majeure clause. it explains what happens if one of certain events outside of both the customer’s and supplier’s control (ie a force majeure event) occurs that makes it impossible for the parties to perform their obligations under the services agreement (eg delivering services or payments). it states that neither party is liable for failures to deliver due to a force majeure event, explains that the parties should attempt to mitigate the effect of an event, and sets out when the agreement can be ended following a force majeure event.
termination
this section explains when the services agreement can be ended. it will always state that one party may end the agreement by written notice if the other party has done (or been subject to) certain things (eg they’ve not paid money due under the agreement for a specified number of days, or they’ve otherwise breached the agreement). if you choose that the services agreement will have no fixed term or end date, this section will also state how much notice must be given to end the agreement by choice.
consequences of termination
this section explains what happens when the agreement ends. for example, outstanding invoices should be paid.
general
this section deals with various other points of law that are common in commercial contracts. these include, for example:
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reinforcing that the services agreement does not limit liability for fraudulent misrepresentation (eg if one party falsely implied something about the services that causes a loss to the other, the wronged party may make a legal claim based on this)
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restricting when the parties can deal with the agreement (eg assign their obligations to another business) or vary the agreement
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excluding the contracts (rights of third parties) act 1999 or the contract (third party rights) (scotland) act 2017. this essentially means that third parties (ie not the customer or supplier) that would otherwise have rights to enforce obligations under this agreement cannot do so
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stating that nobody should consider that an employment relationship, a joint venture, an agency, or a partnership has been created by the agreement, unless explicitly agreed upon by the parties
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setting out the requirements for serving any notices required under the agreement
governing law and jurisdiction
this section explains which country’s legal system must be used to resolve any disputes (ie the contract’s ‘jurisdiction’). this is necessary as the legal systems of england and wales and of scotland are different.
signatures
the parties must all sign and date the services agreement here for it to be considered legally binding.
the specification of services schedule
this schedule sets out details of the services to be provided under the services agreement. for more information, see the faq ‘what should i include in the specification of services and charges schedules?’.
the charges schedule
this schedule provides details of payments due under the agreement. it should include, for example, what interest is payable on late payments. for more information, see the faq ‘what should i include in the specification of services and charges schedules?’.
the anti-bribery policy
if the customer has an anti-bribery policy that the supplier must follow, explaining how its employees and others should avoid engaging in illegal bribery, it should be inserted here.
the data protection schedule
this schedule sets out guidelines for how the supplier can compliantly process personal data, if necessary, when providing services. this information will either be inserted automatically or must be attached as a dpa.
if you want your services agreement to include further or more detailed provisions, you can edit your document. however, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified services agreement complies with all relevant laws and meets your specific needs. use 2022世界杯32强抽签时间 ’s ask a lawyer service for assistance.
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legal tips for businesses
take care when creating your schedules
this services agreement sets out the key terms of the service delivery relationship and covers the many important legal points set out above. it’s important, however, that the terms contained within the agreement are supplemented by comprehensive schedules. the schedules are where the specifics of the services and payments are set out. you should make sure these are comprehensive and have been clearly negotiated and agreed upon between the parties. this avoids ambiguity as to any aspect of the services provision relationship, which could lead to difficult disputes down the line.
read the faqs above and the service agreement’s make it legal checklist for more information relevant to the various schedules. you can ask a lawyer if you want help creating your schedules.
understand when to seek advice from a lawyer
in some circumstances, it’s good practice to ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. you should consider asking for advice if:
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you are supplying goods and services together (if you’re only supplying goods, you can make a sale of goods agreement)
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you are supplying services to a consumer and want help with legal compliance
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you are supplying specialist, unusual, or highly regulated services. for example, telecommunications services, financial services, legal services, technology-focused services, creative or design services, or services that focus on intellectual property
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the services provided deal with the transmission and/or storage of personal data, and you’re unsure how to meet your obligations under data protection law
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information or technology is being developed under your services agreement, as special provisions as to ownership and licence rights may need to be inserted into your agreement
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services agreement faqs
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what’s included in a services agreement?
this services agreement template covers:
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the services that will be provided, including which other documents may be used to do this (eg statements of work)
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payments due and how they must be made
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how changes can be made to the provision of services
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confidentiality, intellectual property, data protection, and anti-bribery considerations
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how the services agreement may end
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what is a service level agreement?
a service level agreement (sla) is not the same thing as a services agreement. service level agreements are separate contracts between a supplier and a customer, which supplement a services agreement.
slas define the level of service expected from the service provider. for example, the expected volume, quality, speed, and efficiency of the work. this kind of information can alternatively be set out in the specification of services schedule, which is a part of the services agreement itself.
it’s a good idea to include this information in either an sla or the specification of services schedule, as it helps the parties to establish a mutual understanding of the level of services to be provided. this helps them to avoid disappointment and potential disputes later on.
should i use an sla or just include this information in the specification of services schedule?
service agreements are long-term agreements between the parties, which set out multiple terms dictating all aspects of how services will be provided during the whole of the contract. they can include terms on service quality and similar.
an sla focuses on the performance measuring and service quality terms agreed to by both parties. it may be used as a measurement tool to supplement a services agreement.
having a separate sla allows the parties to revise the sla if they want to make changes, without having to revise the main services agreement. it is, therefore, usually a good idea to use an sla to provide flexibility and efficiency down the line. for instance:
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revising the whole agreement could open the door to negotiating other variations that one party doesn’t want to deal with
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the services agreement might last for a long time (eg 4 years), while the sla may have a requirement for regular review (eg quarterly). reviewing an sla regularly rather than the whole services agreement reduces administrative burden
slas tend to be unique to particular situations. ask a lawyer if you would like help making an sla.
for more information, read service level agreements.
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what are the customer's obligations in this agreement?
the customer has various obligations under this services agreement, including obligations to:
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cooperate with the supplier of services in all matters relating to the provision of services
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provide equipment, materials, and information where applicable
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obtain necessary licences and consents (eg planning permissions) before services begin
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ensure that the supplier and its casual workers, employees, agents, and consultants have access to the premises and facilities when required
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ensure that the suppliers know the health and safety rules and regulations that apply at their premises, if that’s where the services are provided
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how much can the supplier claim from the customer for expenses?
you can specify the maximum amount that the supplier can spend and claim for in connection with their provision of the services. this agreement will require that the supplier obtains written consent from the customer before incurring any expenses in excess of this amount.
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does the customer need to provide a deposit?
the customer does not automatically need to provide a deposit before the supplier begins providing the service. this template provides the option to require a deposit from a customer, which can be set at a specified amount.
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can either party make changes to the services?
this services agreement template allows the customer to request changes to the volume or character of services provided. changes must be requested in writing, following the requirements set out in the agreement. the supplier must respond to such requests within a specified timeframe and can submit a counterproposal to the customer. if a change is agreed to, this should be formally executed by the parties. you can ask a lawyer for help negotiating or formalising any changes.
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can both parties limit their liability in this service agreement?
you can choose to limit the liability of both the supplier and the customer under your services agreement, for certain losses caused to one of the parties by the other’s conduct. the supplier’s liability will always be limited under this agreement.
you must set the amount at which the supplier’s (or both parties’) liability will be limited (ie the maximum amount that they must pay the other party if they’re found to have caused that party a relevant loss related to the services agreement). the limit set should reflect the kinds of services that are being supplied, their potential to cause loss and damage, and the limits that are common in the relevant marketplace (eg in similar contracts). the set limit must be reasonable to be enforceable.
for more information, read limitation of liability clauses.
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what should i include in the specification of services and charges schedules?
there is no standard wording that should be inserted into these schedules, as each one will be specific to the transaction in question. it is recommended, however, that the following information is included:
specification of services
this schedule should provide details about the services being provided. it should set out:
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the customer's expectations of the quality, performance, and value of the services to be provided
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the minimum acceptable standards of service and the customer’s requirements that must be met
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output or performance-oriented measures, concentrating on what is to be provided as opposed to how it should be provided
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an agreement between the customer and supplier, regarding providing a range and target level of services
charges
this schedule should contain information relating to the prices to be paid for the services. this may include fixed prices or a mechanism that will be used to determine the prices paid. it may also include details such as whether vat is included, whether additional expenses are payable, and any related protocols.
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what is a statement of work?
a statement of work (sow) is a document that defines the different aspects of a commercial project. a statement of work is a supporting document to a larger governing agreement (eg a services agreement). it incorporates the terms and conditions of the governing agreement by reference.
while the governing agreement sets out the terms relating to the entire commercial relationship, the statement of work deals with the specifics of a single project. you can, for example, have multiple sows relating to a single services agreement.
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what is a data processing agreement?
a data processing agreement (dpa) details a supplier’s processing (eg storing and recording) of personal data (eg names and addresses) that may occur during the provision of services to a customer. a dpa can act as an addendum to a services agreement. for more information on dpas, read data processing agreements.
under this services agreement, details relating to the processing of personal data can either be set out in a dpa or in the services agreement itself. where a dpa is used, this should be attached to the completed services agreement as the data protection schedule.
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when will this services agreement end?
you can set a fixed period or end date for your services agreement. alternatively, you can have the agreement continue until one of the parties decides to end it. in this case, a term in your services agreement will specify that the agreement can be terminated (ie ended) by one party if they give a specified amount of written notice to the other party.
the agreement can also be terminated in certain circumstances specified in this agreement. for example, if a party fails to pay charges due under the agreement or if a major breach of the agreement occurs.
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