Services Contract - Online Template Form - Word and PDF Pro · UK-law

The Parties to this Agreement are advised that signature of this document will have legal consequences. Where either Party is unsure of, or does not understand, the legal obligations and responsibilities placed upon them under this Agreement, they are advised to seek independent legal advice before signing.

CONTRACT FOR THE SUPPLY OF SERVICES

This Agreement is made on: ________

A. PARTIES

I. Service Provider:

________ (company registration number ________) whose registered office and address for the service of proceedings is at:

________

(hereafter the "Service Provider")

II. Client:

________ (company registration number ________) whose registered office and address for the service of proceedings is at:

________

(hereafter the "Client")

B. BACKGROUND

B.1 The Client has requested that the Service Provider provide certain services to the Client.

B.2 The Service Provider has the skills, qualifications and expertise required to provide the required Services (as defined below) to the Client.

B.3 This Agreement is entered into between the Parties for the supply of the Services by the Service Provider to the Client as further detailed and set out in the clause entitled SPECIFICATION OF SERVICES, subject to the provisions of this Agreement.

B.4 The Service Provider and the Client agree to be bound by this Agreement in respect of the supply of the Services by the Service Provider to the Client.

B.5 Each Party acknowledges that it has read this Agreement and understands and agrees to be bound by it.

The Parties have agreed and do hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

A. Definitions:

I. 'Commencement Date' means ________;

II. 'Completion Date' means ________;

III. 'Services' means the specific services to be provided by the Service Provider as set out in this Agreement in the clause titled SPECIFICATION OF SERVICES;

IV. 'Fee(s)' means the sum to be calculated as set out in the clause titled FEES AND PAYMENTS;

V. 'Minimum Time Provision' means the period of time to be spent by the Service Provider in providing the Services as set out in the clause entitled SPECIFICATION OF SERVICES;

VI. 'Parties' means the Service Provider and the Client, and 'Party' shall mean either one of them;

VII. 'the Specification' means the terms and specifics set out in the clause entitled SPECIFICATION OF SERVICES;

VIII. 'Facilities' means working space, computer equipment, access to the internet and the Client's computer network, telecommunications system and similar resources, and shall include not only access to such resources but also use of them to the extent required by the Service Provider in order to perform the Services in accordance with this Agreement;

IX. 'Data Protection Legislation' means the UK General Data Protection Regulation, the Data Protection Act 2018 and all applicable laws and regulations relating to the processing of personal data and privacy.

B. Interpretation:

I. Words importing one gender shall include every other gender, and words importing the singular shall include the plural and vice versa;

II. where two or more persons are included in the expression "the Client" or "the Service Provider", obligations contained within this Agreement to be performed by the Client or the Service Provider shall be binding jointly and severally on them and their respective representatives and executors;

III. words importing persons include companies and vice versa;

IV. reference to any Act of Parliament or statutory instrument shall include any modification, re-enactment, amendment or extension thereof for the time being in force and shall also include all orders, plans, regulations, directions, permissions, bye-laws and instruments for the time being made, issued or given thereunder or deriving validity therefrom;

V. where any obligation under this Agreement provides for a Party not to do an act or thing, this shall include an obligation not to permit such act or thing to be done and to prevent such act or thing being done by a third party;

VI. any reference to the necessary consent or approval of a Party, or words and phrases with similar effect, shall mean the consent or approval of that Party in writing executed by or on behalf of that Party;

VII. clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

2. SPECIFICATION OF SERVICES

A. The Services to be provided are:

________

B. The Minimum Time Provision is:

________

C. The Services are to be provided in accordance with the following schedule:

________

D. The specified persons to work on behalf of the Service Provider are:

________

3. SERVICES

A. The Service Provider shall provide the Services to the Client in consideration for the Client paying the Fee to the Service Provider, subject to the provisions of this Agreement.

B. The Service Provider shall start providing the Services on the Commencement Date.

C. The Service Provider shall complete the Services by the Completion Date, and in accordance with the schedule and timings set out in the Specification.

D. The Services shall only be performed by the persons set out in the Specification unless otherwise agreed by the Parties.

E. The Service Provider shall work for at least the Minimum Time Provision.

F. The Service Provider will regularly inform the Client as to how much time has been spent by the Service Provider in providing the Services and at any time will provide a breakdown of time spent on request by the Client.

G. If the Service Provider dedicates more than the Minimum Time Provision to the Agreement, the Fee will not be increased unless prior written approval is given by the Client and any such Fee increase has been agreed by both Parties.

H. If the Service Provider does not spend at least the Minimum Time Provision in providing the Services, the Fee will be reduced pro-rata for the percentage of the Minimum Time Provision actually committed, or otherwise in accordance with the Fee structure set out in the Specification, unless otherwise agreed.

4. LOCATION

The Service Provider shall provide the Services in such places and locations as the Service Provider considers appropriate to the type and nature of the requirements of the Client.

5. FEES AND PAYMENTS

A. The Fee for the Services provided under this Agreement is as follows:

\u00a3________ (________) fixed fee

B. The Service Provider shall be entitled to invoice the Client on a weekly basis (or such other basis as the Parties may agree in writing).

C. Payment of the Fees shall be made by the Client to the Service Provider within the following period on receipt of a valid invoice:

________

D. The Service Provider is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to travelling, photocopying, courier services and postage, subject to the prior agreement of the Client.

E. All amounts stated are inclusive of value added tax (VAT) and any other applicable taxes unless expressly stated otherwise.

F. If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in this Agreement, the Service Provider shall be entitled, without prejudice to its rights under the Late Payment of Commercial Debts (Interest) Act 1998, to:

I. charge interest on the outstanding amount at the rate of 4% per year above the Bank of England base rate, accruing daily;

II. require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

III. suspend the performance of any further Services (or any part of the Services) until payment is received.

6. CLIENT'S OBLIGATIONS

A. During performance of the Services the Client undertakes to:

I. pay the Fees and any other costs herein stipulated at the times and in the manner aforesaid and without any retention, deduction or set-off save as permitted under this Agreement;

II. co-operate with the Service Provider as the Service Provider reasonably requires;

III. provide the information and documentation that the Service Provider reasonably requires;

IV. ensure that the Client's staff and agents co-operate with and assist the Service Provider.

7. OWNERSHIP AND INTELLECTUAL PROPERTY

A. In connection with the provision of the Services the Service Provider may generate, create, write or produce reports, advice, analyses, designs, methodologies, code or any other output (hereafter defined as "Output") as required in accordance with this Agreement.

B. Unless otherwise agreed by the Parties, any copyright and database right (and any other intellectual property rights) in the Services and/or any Output (or any other material created or prepared) created and provided to the Client by the Service Provider in accordance with, and specifically for the purposes of, this Agreement shall belong to the Client. The Service Provider shall, at the Client's request and expense, do all such things and execute all such documents as may be necessary to vest such rights in the Client.

C. Any copyright and database right (and any other intellectual property rights) in any other materials ("Ancillary Materials") provided to the Client which were not created pursuant to this Agreement, or which are specified to belong to the Service Provider, shall belong to the Service Provider, and the Service Provider grants to the Client a non-exclusive, royalty-free licence to use such Ancillary Materials to the extent necessary to enjoy the benefit of the Services.

8. DATA PROTECTION

Each Party must comply with its obligations relating to the lawful processing of personal data under the Data Protection Legislation, which are further detailed at Schedule One below.

9. CONFIDENTIALITY

A. Each Party ('Receiving Party') shall keep the confidential information of the other Party ('Supplying Party') confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party's obligations under this Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this clause, and ensure that the Receiving Party's officers, employees and agents meet those obligations.

B. 'Confidential Information' means all information relating to the Supplying Party which might fairly be considered to be of a confidential nature and includes, but is not limited to:

I. information of whatever nature, without limitation, which is obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;

II. information of whatever nature relating to the business activities, practices and finances of the Supplying Party;

III. any evaluation material, design work, strategic plans and ideas, innovations, creative plans, concepts and ideas and any other plans or ideas developed by the Supplying Party or on its behalf whether relating specifically to the Services or otherwise;

IV. any information derived from the information falling within (i), (ii) or (iii) above;

V. any copy of any of the foregoing; and

VI. the fact that discussions are taking place between the Parties to this Agreement,

but does not include information which is:

I. publicly available, other than as a result of a breach of this Agreement; or

II. lawfully available from a third party free from any confidentiality restriction; or

III. provided by the Supplying Party and marked 'Non Confidential'; or

IV. required by law or regulation to be disclosed, but to the absolute minimum necessary and provided that the Supplying Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

C. If there is any doubt as to whether any particular information constitutes Confidential Information, written confirmation is to be obtained from the Supplying Party.

D. The obligations in this clause shall not apply to any information which:

I. was known to, or in the possession of, the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

II. is, or becomes, publicly available through no fault of the Receiving Party;

III. is provided to the Receiving Party without restriction by a third party who did not breach any confidentiality obligations by making such a disclosure;

IV. was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of, the confidential information supplied by the Supplying Party; or

V. is required to be disclosed by order of a court of competent jurisdiction or by any regulatory body.

E. This clause shall survive termination of this Agreement.

10. NON-SOLICITATION

The Parties shall not:

I. use any Confidential Information directly or indirectly to procure a commercial advantage over the other Party, or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party;

II. throughout the duration of this Agreement, and for a period of ________ months from the end of this Agreement, solicit the clients or customers of the other Party to provide services or supply goods to them of the same or a similar type to those provided by the other Party;

III. throughout the duration of this Agreement, and for a period of ________ months from the end of this Agreement, endeavour to entice away from the other Party, or employ or offer to employ, any person who is during that period employed by the other Party, whether or not the person would commit a breach of his or her contract of employment by being enticed or accepting employment. This prohibition shall not apply to the recruitment of any such employee who has answered a bona fide advertisement not specifically directed at that employee, or been recruited by an agency, provided that Party has not given directly or indirectly any form of encouragement to that employee to do so.

The Parties agree that the restrictions in this clause are reasonable and necessary to protect the legitimate business interests of each Party and go no further than is reasonably necessary for that purpose.

11. SUB-CONTRACTORS

A. The Service Provider is permitted to use sub-contractors to provide some or all of the Services, subject to obtaining the approval of the Client to use a particular intended sub-contractor (such approval not to be unreasonably withheld or delayed).

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12. WARRANTIES AND LIABILITY

A. The Service Provider warrants that it will use reasonable care and skill in performing the Services in accordance with section 49 of the Consumer Rights Act 2015 (where applicable) and the implied terms as to reasonable care and skill at common law.

B. Subject to clause 12.C, no Party shall be liable to the other for any loss of profit, market, business, contract, damage to goodwill, loss of projected or anticipated savings, loss of revenue or any other consequential or indirect loss howsoever caused.

C. Nothing in this Agreement shall limit or exclude the liability of either Party:

I. for death or personal injury caused by its negligence;

II. for fraud or fraudulent misrepresentation;

III. for any other matter where it would be unlawful to exclude or limit, or attempt to exclude or limit, liability.

D. Where this Agreement is breached by the Client, or the Client is negligent in any way in performing the undertakings and obligations placed upon it under this Agreement, or commits a breach of any statutory duty which results in a loss incurred by the Service Provider, the Service Provider may claim damages from the Client for the losses reasonably incurred.

E. Subject to clause 12.C, the total aggregate liability of the Service Provider under or in connection with this Agreement shall not exceed the total Fee paid by the Client to the Service Provider under this Agreement.

13. INDEPENDENT CONTRACTOR

A. The Service Provider is an independent contractor and nothing in this Agreement shall render the Service Provider an employee, worker, agent or partner of the Client, and the Service Provider shall not hold itself out as such.

B. This Agreement constitutes a contract for the provision of services and not a contract of employment between the Client and the Service Provider.

C. The Service Provider shall be fully responsible for and shall indemnify the Client in respect of any liability, assessment or claim for taxation, National Insurance contributions or similar contributions arising from or made in connection with the performance of the Services, where such liability, assessment or claim arises out of the Service Provider's failure to account properly for such taxation or contributions, including any liability arising under the off-payroll working rules (IR35) in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 where applicable.

D. The Service Provider shall be responsible for arranging and maintaining all necessary insurance cover in respect of the provision of the Services, including but not limited to public liability and professional indemnity insurance, to an adequate level.

E. The Service Provider shall be free to provide services to other clients during the term of this Agreement, provided that the provision of such services does not give rise to any conflict of interest with the Client and does not impair the Service Provider's ability to perform the Services in accordance with this Agreement.

14. TIME FOR PERFORMANCE

Time shall be of the essence for the performance by the Service Provider of its obligations under this Agreement. Any dates, periods or times for performance specified in this Agreement are to be met, and in default the Service Provider will be in breach of this Agreement.

15. TERMINATION

A. Without prejudice to the other remedies or rights a Party may have, this Agreement may be terminated:

I. with immediate effect by either Party serving written notice if the other Party commits any material breach of any term of this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within twenty-one (21) days of a written request to remedy the same;

II. at any time by either Party upon service of ________ days' notice in writing to the other;

III. with immediate effect by the Service Provider serving written notice if the Client fails to make payment of any sums within 14 days of such sums falling due;

IV. with immediate effect by the Client serving written notice to the Service Provider if:

a. the Client has a reasonably held belief that the Service Provider is unable to pay its debts; or

b. the Service Provider has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

c. the Service Provider becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

d. the Service Provider becomes the subject of a scheme of arrangement under Part 26 of the Companies Act 2006; or

e. the Service Provider becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006;

V. by the mutual agreement of both Parties where:

f. the Client has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

g. the Client becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

h. the Client becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006;

VI. where an administrator, administrative receiver, liquidator or provisional liquidator has been appointed on behalf of the Client and such appointed representative agrees to the termination;

VII. with immediate effect by the Service Provider serving written notice to the Client in the event that the Client or its employees or agents shall engage in any conduct prejudicial to the business of the Service Provider, or in the event that the Service Provider reasonably considers that a conflict or potential conflict of interest has arisen between the Parties.

B. On termination of this Agreement, the Client shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Service Provider for the performance of the Services prior to the date of termination.

C. Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a Party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either Party, nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

16. GENERAL

A. Force majeure

Neither Party shall have any liability under, or be deemed to be in breach of, this Agreement for any delays or failures in performance which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.

B. Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

C. Assignment

Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

D. Entire Agreement

This Agreement contains the whole agreement between the Parties in respect of the provision of the specified Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

E. Waiver

No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same, nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

F. Agency, partnership etc

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

G. Further assurance

Each Party to this Agreement shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

H. Announcements

No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless, prior to such public announcement or disclosure, it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

I. Notices

I. Any notice to be given under this Agreement shall be in writing and shall be sent by first class post, or e-mail (confirmed by first class post), to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below, or such other address or email address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows:

a. Service Provider:

________

b. Client:

________

II. Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of first class post), or the next working day after sending (in the case of e-mail).

III. In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the email was confirmed and/or acknowledged, as the case may be.

17. SEVERANCE

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18. LAW AND JURISDICTION

The validity, construction and performance of this Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales to which the Parties submit.

19. THIRD PARTIES

For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of this Agreement, this Agreement is not intended to, and does not, give any person who is not a Party to it any right to enforce any of its provisions.

SIGNED by the Parties:

_______________________________

Signed by ________ for and on
behalf of ________


_______________________________

Date

_______________________________

Signed by ________ for and on
behalf of ________


_______________________________

Date

SCHEDULE ONE

RULES RELATING TO THE PROCESSING OF PERSONAL DATA

1. DEFINITIONS AND INTERPRETATION

A. The Relevant Legal Provisions are:

• The Data Protection Act 2018; and
• The UK General Data Protection Regulation (UK GDPR), as defined in section 3(10) of the Data Protection Act 2018.

B. The terms:

• Personal Data;
• Data Subject;
• Controller;
• Processor;
• Personal Data Breach;
• Processing.

shall have the same meaning under this Agreement as they do in the Relevant Legal Provisions.

2. SCOPE

Subject matter

The processing of Personal Data under this Agreement relates to:

________

Duration

The processing of Personal Data has the following duration:

________

Nature

The processing of Personal Data shall be undertaken by way of:

________

Purpose

The purpose for which Personal Data is processed is:

________

Type of Personal Data

The types of Personal Data which shall be processed are:

________

Categories of Data Subjects

Personal Data will be processed and collected from:

________

3. DATA PROTECTION REQUIREMENTS RELEVANT TO THE AGREEMENT

A. Under this Agreement, the Controller is the Client. The Processor is the Service Provider.

B. Both Parties must comply with the Relevant Legal Provisions when processing Personal Data.

C. The purpose of this Schedule is to confirm the roles and obligations which are relevant to the Agreement and to satisfy the requirements of Article 28 of the UK GDPR. This Schedule does not replace or alter the legal obligations of either Party as set out within the Relevant Legal Provisions.

D. It is the obligation of the Controller to ensure that it holds all required policies, lawful bases, records and notices relating to the processing of Personal Data.

E. It is the responsibility of the Processor to:

I. ensure any Personal Data processed in connection with or arising out of this Agreement is processed only upon the documented instruction of the Controller, unless required to do otherwise by law; and

II. notify the Controller without undue delay on becoming aware of any Personal Data Breach and assist the Controller in reporting any Personal Data Breach to Data Subjects and/or the Information Commissioner's Office wherever appropriate; and

III. assist the Controller to maintain the rights of Data Subjects; and

IV. assist and enable the Controller in complying with lawful requests made by any Data Subjects; and

V. assist the Controller in meeting its obligations to carry out Data Protection Impact Assessments wherever necessary; and

VI. provide the Controller with all information required to demonstrate compliance with the Relevant Legal Provisions; and

VII. assist and contribute towards all audits and inspections undertaken by the Controller or any properly authorised auditor; and

VIII. at the choice of the Controller, delete or return all Personal Data on the lawful termination of this Agreement, at the written instruction of the Controller (save in those circumstances where it is required to be retained by the Processor by law); and

IX. ensure that no Personal Data is transferred outside of the United Kingdom without the prior written consent of the Controller and unless appropriate safeguards under the Relevant Legal Provisions are in place; and

X. ensure that Personal Data is not provided to any sub-processor unless specifically authorised to do so by the Controller and unless a written agreement is formed between the Processor and any approved sub-processor imposing the same data protection obligations as set out in this Schedule; and

XI. ensure all persons (including, but not limited to, any agents, personnel, staff and employees) involved in the processing of the Personal Data are subject to a duty of confidentiality and maintain the proper confidentiality of the Personal Data; and

XII. ensure that appropriate technical and organisational security measures are put in place to protect Personal Data, specifically to include:

________