Register
Forgotten password?

A family of Services agreementsdocumentsServices agreements

These services agreements may be used with respect to B2B services where the parties will sign a copy of the agreement and no special regulations (eg financial services regulations) apply to the services. A range of optional clauses allow the agreements to be adapted to cover a range of different services. Those optional clauses cover such matters as customer co-operation, deliverables, customer premises, customer-supplied materials, intellectual property rights and expenses. Mutual confidentiality clauses are included alongside a GDPR-style data processor clause.

Services agreement (standard)

FROM

£28.00

OR

28

CREDITS
Buy
Version 2.1
First published 1 Sep 2016
Last updated 19 Aug 2018
Word count 10,347
Template pages 22

Services agreement (premium)

FROM

£42.00

OR

42

CREDITS
Buy
Version 2.1
First published 1 Sep 2016
Last updated 19 Aug 2018
Word count 12,332
Template pages 27

Compare contents

Services agreement (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
  4. Customer
    obligations:
    provision of co-operation etc by second party; second party responsible for third party co-operation.
  5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
  6. Customer
    Premises
    :
    obligations of second party in relation to premises; compliance with policies at premises; securing means of access to premises.
  7. Customer
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  8. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  9. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  10. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  11. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  12. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  13. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  14. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  15. Indemnities: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; second party indemnifies first party upon breach; conditions upon second party indemnity; limitations of liability vs indemnities.
  16. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. Termination: termination without cause by first party; termination without cause by second party; termination by first party upon breach; termination by second party upon breach; termination upon insolvency.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  20. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  21. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  22. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  23. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SERVICES PARTICULARS)

  1. Specification of Services: specification of services prompt.
  2. Specification of Deliverables: specification of deliverables prompt.
  3. Timetable: timetable prompt.
  4. Customer
    Materials
    :
    second party materials prompt.
  5. Financial provisions: financial provisions prompt.

SCHEDULE 2 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.

Services agreement (premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
  4. Customer
    obligations:
    provision of co-operation etc by second party; second party responsible for third party co-operation.
  5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
  6. Customer
    Premises
    :
    obligations of second party in relation to premises; compliance with policies at premises; securing means of access to premises.
  7. Customer
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  8. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  9. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
  10. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  14. Non-solicitation: restrictions on
    Provider
    :
    non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  15. Non-solicitation: restrictions on
    Customer
    :
    non-solicitation restrictions period; non-solicitation restrictions on second party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  16. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  17. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  18. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  19. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  20. Indemnities: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; second party indemnifies first party upon breach; conditions upon second party indemnity; limitations of liability vs indemnities.
  21. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  22. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  23. Termination: termination without cause by first party; termination without cause by second party; termination by first party upon breach; termination by second party upon breach; termination upon insolvency.
  24. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  25. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  26. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  27. Assignment: assignment by first party; assignment by second party.
  28. No waivers: no unwritten waivers of breach; no continuing waiver.
  29. Severability: severability of whole; severability of parts.
  30. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  31. Variation: variation in writing and signed, subject to change control.
  32. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  33. Law and jurisdiction: governing law; jurisdiction.
  34. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SERVICES PARTICULARS)

  1. Specification of Services: specification of services prompt.
  2. Specification of Deliverables: specification of deliverables prompt.
  3. Timetable: timetable prompt.
  4. Customer
    Materials
    :
    second party materials prompt.
  5. Financial provisions: financial provisions prompt.

SCHEDULE 2 (FORM OF CCN)

  1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
  2. Change details: insert details of change.
  3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
  4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.

SCHEDULE 3 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.