Services agreements

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
   Customer
   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 delete 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
   Customer
   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 delete 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; 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 misrepresentation; section subject to caveats to limits of liability.
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.