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A balanced, standalone business-to-business agreement for a Provider to deliver defined services or deliverables to a Customer for a fee, governed by the law of England and Wales, with acceptance, change control, assignment of deliverables, an IP indemnity and a liability cap. Whether the customer is a consumer, so consumer-protection law applies and a business-to-business template is wrong, is settled by the decision card (consumer_status), from the facts, not assumed from the draft.
England & Wales
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Customer legal name and details] (the "Customer") and [TO BE CONFIRMED — Provider legal name and details] (the "Provider").
"Services" means [TO BE CONFIRMED — Services (scope, any dates and what the Customer must provide)].
"Deliverables" means [TO BE CONFIRMED — Deliverables].
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"Term" means the period from the Commencement Date until the Services are completed.
"Fees" means [TO BE CONFIRMED — Fees (amount and basis, with any milestone or invoicing schedule)].
"Payment Period" means 30 days after receipt of a valid invoice.
"Expense Policy" means reasonable travel and subsistence expenses approved in writing in advance by the Customer.
"Acceptance Period" means 10 business days after delivery.
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
From the Commencement Date, the Provider must provide the Services and any Deliverables with reasonable skill and care, using suitably qualified and experienced personnel, in accordance with this agreement and applicable law. While on the Customer's premises or using its systems, the Provider must follow the Customer's reasonable site, security and IT rules notified to it in writing in advance.
The Provider must use reasonable endeavours to meet any dates stated in the Services description. A date binds the Provider only if this agreement says it is binding. The Provider must tell the Customer promptly if it expects to miss a date, giving the reason and a revised date.
The Customer must provide on time the information, decisions, materials, and access to its premises, systems and personnel that the Services description lists or that the Provider reasonably requests to perform the Services. If a failure by the Customer to do so delays or prevents performance and the Provider promptly notifies the Customer, the Provider is not liable for the delay or failure to the extent it is caused by the Customer, the affected dates are extended accordingly, and the Provider may recover its reasonable additional costs through the Changes clause.
Either party may request a change to the Services, Deliverables, dates or Fees. The Provider must promptly give a written estimate of the change's effect on the dates, Fees and other terms. A change binds the parties only when both sign a written change record. Until then, the Provider must continue to perform the Services unchanged. Neither party may unreasonably refuse a change needed to comply with a change in applicable law.
The Customer must review each Deliverable within the Acceptance Period and either accept it or notify the Provider in writing of each respect in which it does not materially conform to the Services description. The Provider must correct each notified non-conformity at its own cost and resubmit the Deliverable, and this clause then applies again. A Deliverable is accepted when the Customer accepts it in writing, when the Acceptance Period ends without a valid notice, or when the Customer uses it in its business other than for testing.
If a resubmitted Deliverable still does not materially conform to the Services description, the Customer may by written notice require a further correction, accept the Deliverable with a fair reduction in the Fees, or terminate this agreement for that Deliverable and the Services that depend on it and recover the Fees paid for them.
If the Customer terminates the affected Services under the Acceptance clause, the Provider must promptly refund all Fees paid for the rejected Deliverable and any related Services whose value is materially degraded by its absence, and any prepaid unused Fees. The Customer is relieved of any further Fees for those affected Services.
In return for the Services, the Customer must pay the Fees. Unless the Fees description sets a different schedule, the Provider may invoice monthly in arrears for Services performed. The Customer must pay each valid invoice within the Payment Period.
The Customer has no obligation to pay any Fees or expenses invoiced by the Provider more than 120 days after they were incurred.
If the Customer disputes an invoice in good faith, it must notify the Provider with its reasons within the Payment Period and pay the undisputed part on time. The parties must try to resolve the dispute promptly. An amount agreed or determined to be payable is due within 10 business days after that agreement or determination.
The Customer must reimburse the Provider's expenses only if they are incurred in accordance with the Expense Policy and supported by receipts or other reasonable evidence.
The Fees and any expenses are exclusive of VAT, which the Customer must pay at the applicable rate on receipt of a valid VAT invoice.
If the Customer does not pay an undisputed amount when due, the Provider may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If the amount remains unpaid 10 business days after the Provider gives written notice of the non-payment, the Provider may also suspend the Services until it is paid.
Each party keeps the intellectual property rights it owns at the date of this agreement or creates independently of it (its "Background IP"). The Provider also keeps its general skills, know-how, methods and tools, and may use them for other clients if it does not use the Customer's Confidential Information.
The Customer may, but is not required to, give the Provider feedback, suggestions or comments about the Services or related offerings, and gives that feedback "as is". The Provider may use all feedback freely without restriction or obligation. The Provider may collect and analyse data and information about the provision, use and performance of the Services, and may use it to maintain, improve and enhance its products and services. The Provider may share that data with others only if it is aggregated and does not identify the Customer.
With effect from payment of the Fees for a Deliverable, the Provider assigns to the Customer all intellectual property rights in that Deliverable, excluding the Provider's Background IP and third-party materials. The Provider must obtain from its personnel and subcontractors the assignments and written waivers of moral rights needed to give effect to this clause, and must sign any further document the Customer reasonably requests to record the assignment.
The Provider grants the Customer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use, copy and modify any of the Provider's Background IP incorporated in a Deliverable, as far as needed to use that Deliverable for the Customer's business. The Customer may sub-license these rights only to its group companies and to contractors working for it.
The Provider must not incorporate third-party or open-source materials in a Deliverable unless it identifies them to the Customer in writing in advance and the Customer may use them, under licence terms it has approved, as this agreement contemplates.
If any third-party materials incorporated in a Deliverable consist of open-source software, the Provider must identify each item, including other code incorporated in it, and provide its complete licence and copyright attribution information. Unless the Services description states otherwise for a particular Deliverable, the Provider must not incorporate open-source software under a licence that requires code combined with or linked to it to be made available in source-code form under that licence. The Customer's use of open-source software is subject to its applicable open-source licence to the extent that licence requires.
The Customer keeps all rights in the materials it provides for the Services ("Customer Materials") and grants the Provider a non-exclusive, royalty-free licence during the Term to use them only to perform the Services.
The Provider may access and use the Customer's systems only as expressly authorised by the Customer in writing, only as necessary to provide the Services, and in strict accordance with the Customer's access controls, policies and instructions. The Provider may access the Customer's premises only to provide the Services and in strict accordance with the Customer's policies and instructions. The Provider is solely liable for its and its personnel's and subcontractors' acts and omissions while at the Customer's premises, including those causing personal injury or property damage.
The Customer warrants that the Provider's use of Customer Materials and third-party materials procured by the Customer under this agreement does not and will not infringe or misappropriate anyone else's copyright, trade mark, trade secret or right of publicity, and that it has all rights necessary to provide those materials for the Services.
Each party warrants that it has full power and authority to enter into and perform this agreement.
The Provider warrants that (a) each Deliverable will, on delivery, conform in all material respects to the Services description; and (b) the receipt and use of the Services and Deliverables in accordance with this agreement will not infringe any third party's intellectual property rights, except to the extent caused by Customer Materials.
The Provider warrants that there are no pending actual or threatened claims, regulatory proceedings, lawsuits or other legal actions relating to the Provider, the Services or the Deliverables that could affect either party's ability to perform this agreement, exercise its rights or expose it to liability under it. The Provider must notify the Customer immediately if it becomes aware of any such action.
The Provider warrants that the Services and all Deliverables will be free of viruses, malicious code and similar harmful materials, and of features enabling disabling, timing out, remote monitoring or collection of data that are not expressly disclosed in the Services description.
If the Customer notifies the Provider within 60 days after a Service is performed or a Deliverable is delivered that it does not meet the Provider's warranty that Deliverables conform to the Services description or the standard in the Services clause, the Provider must re-perform the Service or correct the Deliverable at its own cost within a reasonable time. If it does not do so, the Customer may terminate this agreement for the affected Services and recover the Fees paid for them. These are the Customer's only remedies for that failure, but they do not limit its remedies for any other breach.
Except as expressly stated in this agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent the law permits.
The Provider must indemnify the Customer against all losses, damages, costs (including reasonable legal fees) and settlement amounts arising from a third-party claim that the receipt or use of the Services or Deliverables in accordance with this agreement infringes that third party's intellectual property rights (an "IP Claim"). This does not apply to the extent an IP Claim arises from Customer Materials, a modification of a Deliverable not made by the Provider, or use of a Deliverable with items not supplied or approved by the Provider.
If an IP Claim is made or the Provider reasonably believes one is likely, the Provider may at its own cost obtain the right for the Customer to keep using the affected item, or modify or replace it so that it no longer infringes without materially reducing its functionality. If neither is reasonably possible, either party may terminate this agreement for the affected item and the Provider must refund the Fees paid for it.
The Customer must indemnify the Provider against all losses, damages, costs (including reasonable legal fees) and settlement amounts arising from a third-party claim that the Provider's use of Customer Materials in accordance with this agreement infringes that third party's intellectual property rights.
A party claiming under an indemnity must promptly notify the other party of the claim, let it control the defence and settlement at its own cost, give reasonable help at its cost, and make no admission without its consent. The indemnifying party must not settle a claim in a way that requires an admission by, or imposes an obligation on, the indemnified party without that party's consent, which must not be unreasonably withheld.
Each party must keep confidential all information of a confidential nature that the other party discloses to it in connection with this agreement ("Confidential Information"), use it only to perform its obligations or exercise its rights under this agreement, and protect it with at least reasonable care. It may disclose Confidential Information to its and its group companies' employees, officers, professional advisers, insurers and subcontractors who need to know it and are bound by equivalent duties of confidence, and it remains responsible for their compliance.
These obligations do not apply to information that is or becomes public other than through a breach of this agreement, that the recipient lawfully had or receives from a third party without a duty of confidence, or that it develops independently. The recipient may disclose Confidential Information if the law, a court or a regulator requires it, giving the other party as much notice as the law permits. These obligations continue for 5 years after this agreement ends and, for trade secrets, for as long as they remain trade secrets.
Neither party may announce this agreement publicly or use the other party's name or logo in publicity without the other party's prior written consent, except as the law requires.
Where the Provider processes personal data on the Customer's behalf, the Customer is the controller and the Provider is the processor, and the Provider must: (a) process it only on the Customer's documented instructions, unless the law requires otherwise; (b) ensure that its authorised personnel are bound by confidentiality; (c) take appropriate technical and organisational security measures; (d) engage a sub-processor only with the Customer's prior written authorisation and on equivalent written terms; (e) assist the Customer with data-subject requests, security, breach notifications and impact assessments; (f) notify the Customer without undue delay after becoming aware of a personal data breach; (g) delete or return the personal data at the end of the Services unless the law requires storage; and (h) make available the information needed to demonstrate compliance and allow audits. Before processing starts, the parties must record in writing the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects.
If the parties have entered into a data processing agreement, each party must comply with its obligations under it. That data processing agreement controls the parties' rights and obligations concerning personal data and prevails over this agreement to the extent of any conflict.
The Provider must maintain with reputable insurers professional indemnity insurance of at least £1,000,000 for each claim, and any other insurance the law requires for the Services, during the Term and for 6 years after it ends, and must provide evidence of that insurance on request.
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
Subject to the liabilities that this agreement does not limit, neither party is liable to the other for loss of profit, revenue, business, anticipated savings or goodwill, or for any indirect or consequential loss. This does not affect the Customer's obligation to pay the Fees.
Subject to the liabilities that this agreement does not limit, each party's total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the Liability Cap. Liability for breach of the Confidentiality clause or of any data protection obligation, or under the Provider's indemnity for IP Claims, is instead limited to twice the Liability Cap in total. These limits do not apply to the Customer's obligation to pay the Fees.
During the Term and for 6 months after it ends, neither party may, without the other party's prior written consent, solicit for employment or engagement any employee of the other party who was materially involved in the Services. General recruitment advertising not aimed at those employees, and hiring a person who responds to it, is not a breach.
Each party must comply with the Bribery Act 2010 and must not do anything that would cause the other party to commit an offence under it. The Provider must maintain adequate procedures designed to prevent persons associated with it from bribing another person, and must promptly report to the Customer any request for an undue financial or other advantage received in connection with this agreement.
The Customer must not export or re-export the Services, Deliverables or related technology or materials in breach of applicable export-control or sanctions laws or regulations.
The Provider must comply with the Modern Slavery Act 2015, take reasonable steps to ensure that slavery and human trafficking are not taking place in its business or in the supply chain it uses for the Services, and give the Customer the information it reasonably requests for any statement it must publish under section 54 of that Act.
This agreement starts on the Commencement Date and continues for the Term, unless it is terminated earlier under this agreement.
Either party may terminate this agreement immediately by written notice if the other party commits a material breach of it that cannot be remedied or, if it can be remedied, is not remedied within 30 days after written notice requiring it to be remedied.
Either party may terminate this agreement immediately by written notice if the other party is unable to pay its debts as they fall due, makes an arrangement with its creditors, has a liquidator, administrator or receiver appointed, or is subject to any similar process, other than a solvent reorganisation, except where the law (including section 233B of the Insolvency Act 1986) prevents termination on that ground.
Either party may terminate this agreement for convenience by giving the other at least 30 days written notice.
On termination or expiry: (a) the Customer must pay the Fees for Services performed and expenses properly incurred up to the termination date and, if it terminates for convenience, the Provider's reasonable costs committed before the notice that cannot be cancelled; (b) the Provider must deliver all Deliverables, including work in progress, paid for or payable under paragraph (a); (c) each party must return or destroy the other's Confidential Information on request, except as the law requires it to keep; and (d) accrued rights and remedies, and the clauses intended to continue, continue in force, including this clause, the Fees and Payment clauses for amounts accrued before termination or expiry, and the Intellectual Property, Warranties, Indemnities, Confidentiality, Data Protection, Insurance, Liability, Non-solicitation, Notices, Governing Law and Jurisdiction, and General clauses, each to the extent included in this agreement.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control that it could not reasonably have avoided or mitigated, other than its own lack of funds or industrial action by its own workforce, if it promptly notifies the other party and uses reasonable endeavours to resume performance. This clause does not excuse payment of amounts due. If the event prevents performance of all or a material part of the Services for more than 60 days, either party may terminate this agreement by written notice.
The Provider is an independent contractor. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship between the parties, and neither party may bind the other. The Provider is responsible for the pay, tax and social security of its own personnel.
The Provider may subcontract part of the Services only with the Customer's prior written consent, which must not be unreasonably withheld or delayed. The Provider remains responsible for its subcontractors' acts and omissions as if they were its own.
Neither party may assign or transfer its rights or obligations under this agreement without the other party's prior written consent, which must not be unreasonably withheld or delayed. Either party may, however, assign this agreement by written notice to a successor to all or substantially all of its business to which this agreement relates.
A notice under this agreement must be in writing and delivered by hand, pre-paid first-class post or email to the Customer at [TO BE CONFIRMED — Customer notice address and email] or to the Provider at [TO BE CONFIRMED — Provider notice address and email], or to a replacement address notified in writing. A notice is received on delivery by hand, two business days after posting, or, for email, when sent if sent before 5.00 pm on a business day and otherwise at 9.00 am on the next business day, unless a delivery-failure message is received. This clause does not apply to service of legal proceedings.
This agreement is the entire agreement between the parties about its subject matter and supersedes all earlier discussions and arrangements. Each party acknowledges that it has not relied on any statement not set out in this agreement, but this does not limit liability for fraud or fraudulent misrepresentation. Terms in any purchase order or other business form do not apply.
The Key Terms, first any additional terms and then any attachments, control in any conflict with this agreement. A Services description may not modify any other part of this agreement unless it specifically identifies the provisions it supersedes.
A variation is effective only if it is in writing and signed by both parties. A failure or delay in exercising a right is not a waiver of it. If any provision is invalid or unenforceable, it applies with the minimum modification needed to make it valid, or is otherwise deleted, and the rest of this agreement is unaffected.
A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
This agreement may be signed in counterparts and by electronic signature. Each counterpart is an original, and together they form one agreement.
Before starting court proceedings, a party must give written notice of the dispute and the parties must refer it to senior representatives with authority to settle it. If it is not resolved within 20 business days after the notice, either party may start proceedings. This does not prevent either party from seeking urgent interim relief.
Despite the Governing Law and Jurisdiction clause, an actual or threatened breach of the Confidentiality clause or violation of a party's intellectual property rights may cause irreparable harm for which damages may not be an adequate remedy. The non-breaching party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction, without needing to provide security and without limiting its other rights or remedies.
This agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.