Service agreement template

The Provider will provide the following services to the Client (the “Services”): Description of the services.

Schedule 1 lists the Services, deliverables, deadlines, acceptance criteria and fees in more detail. Schedule 1 controls on those points. On everything else, this Agreement prevails.

The Provider will perform the Services Place of performance.

The Client will give the Provider the information, access, materials and decisions it reasonably needs, on time. If the Client’s delay holds up the Services, the Provider will tell the Client promptly, take reasonable steps to limit the effect, and affected deadlines move as far as reasonably needed. Any extra fees need a change under 2..

Either Party may request a change to the Services. A change applies only once both Parties have signed a written change order, which may be signed electronically, stating its effect on the scope, deliverables, deadlines and fees.

The Client will pay the Provider Pricing model Fee amount, as further set out in Schedule 1. For hourly work, the Provider will keep time records and send them with each invoice.

The Provider will invoice Invoicing schedule. The Client will pay each invoice within Payment term after receiving it.

Expenses

Fees are exclusive of VAT, sales tax and similar taxes, which the Client pays where they apply. Each Party pays its own income taxes.

If the Client disputes an invoice in good faith, it will tell the Provider in writing promptly, normally within 14 days, giving its reasons, and pay the undisputed part on time. A late notice does not waive a valid objection. Any amount found to be due is payable within the payment term after the dispute is settled.

Overdue amounts carry interest at the rate set by law for late commercial payments or, if no such rate applies, at 1 percent per month, but never more than the law allows. If an undisputed amount is more than 30 days overdue, the Provider may suspend the Services after giving the Client 10 days’ written notice, and will resume them promptly once paid.

Where Schedule 1 sets acceptance criteria for a deliverable, the Client will review it within 10 business days after delivery and either accept it or describe in writing how it fails the criteria. If the Client does neither, the deliverable counts as accepted. This does not affect the Client’s rights for defects a reasonable review could not find.

The Provider will perform the Services with reasonable skill and care, in line with good industry practice and applicable law, using suitably qualified people.

If the Client tells the Provider in writing within Warranty period after a Service is performed or a deliverable is handed over that it does not meet this Agreement, the Provider will promptly correct or redo it at no extra cost. If the Provider cannot do so within a reasonable time, the Client may end this Agreement for the affected Services and get back the fees paid for them. This does not limit the Client’s other remedies.

Except for its obligations in this Agreement, the Provider gives no other warranty about the Services, to the extent the law allows.

Each Party keeps the intellectual property it owned before this Agreement or creates independently of it.

Rights in deliverables

Where a deliverable contains the Provider’s pre-existing materials or tools, the Provider grants the Client a non-exclusive, permanent, worldwide license to use, copy, modify and maintain them as part of that deliverable, including through the Client’s affiliates and service providers.

The Provider will obtain from its staff and subcontractors all rights, and where the law allows, waivers of moral rights, needed to give the Client the rights in this clause.

The Provider promises that it has the rights needed to provide the Services and grant the rights in this clause. Before adding third-party materials to a deliverable, it will tell the Client which materials, on what license terms and at what cost, and use them only with the Client’s written approval.

Each Party will keep confidential all non-public information it receives from the other Party in connection with this Agreement, use it only to perform this Agreement and exercise its rights under it, and protect it with at least reasonable care.

This does not apply to information that is or becomes public without the receiving Party’s fault, that it already knew or lawfully receives from a third party, or that it develops independently.

A Party may disclose confidential information to its employees, advisers and subcontractors who need to know it and are bound by equivalent confidentiality duties, and remains responsible for them. If the law requires a disclosure, the Party will disclose only what is required and, where the law allows, tell the other Party first.

These obligations last during this Agreement and for Confidentiality period after it ends, and for trade secrets as long as they remain trade secrets. When this Agreement ends, each Party will return or delete the other Party’s confidential information on request, except copies it must keep by law or that sit in routine backups, which stay confidential.

Each Party will comply with applicable data protection law. The Provider will not process personal data on behalf of the Client until the Parties have signed a data processing agreement that covers the processing details, instructions, confidentiality, security, subprocessors, assistance, breach notification, audits, international transfers and return or deletion of the data. That agreement prevails over this Agreement on that processing.

The Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship. The Provider decides how to perform the Services and is responsible for its own staff, taxes and social security contributions.

The Provider may use subcontractors only with the Client’s prior written consent and remains responsible for their work.

This Agreement starts on Start date and End of the agreement.

Either Party may end this Agreement at any time by giving Notice period written notice.

Either Party may end this Agreement immediately by written notice if the other Party commits a material breach that cannot be remedied, or does not remedy a material breach within 30 days after receiving written notice describing it. Subject to any limits set by law, either Party may also end it if the other Party enters formal insolvency proceedings or permanently stops doing business.

Within 30 days after this Agreement ends, the Parties will settle accounts. The Client pays for Services properly performed and approved expenses incurred up to the end date. Partly completed fixed-fee work is valued using Schedule 1 or, if Schedule 1 does not say, a fair share of the fee. The Provider refunds any advance payment for Services not performed.

The Provider will hand over all finished and partly finished work the Client has paid for, with the rights in 5.. Rights and obligations that arose before the end date, and the clauses meant to continue, such as payment, warranty, intellectual property, confidentiality, personal data, liability and disputes, continue to apply.

Subject to the exceptions below, neither Party is liable for indirect or consequential loss. Direct loss of profit or revenue and reasonable costs of restoring lost data remain recoverable, subject to the limit below.

Subject to the exceptions below, each Party’s total liability under this Agreement is limited to the greater of the fees paid and payable under it in the 12 months before the event giving rise to the claim, and Minimum liability amount. For a breach of 6. or 7., the limit is three times that amount.

These limits do not apply to the Client’s duty to pay fees, fraud, intentional misconduct or gross negligence, death or personal injury, or any other liability that cannot be limited by law.

Insurance

This Agreement, including Schedule 1, is the entire agreement between the Parties about the Services and replaces all earlier agreements about them. The Client’s purchase order terms do not apply.

Changes to this Agreement are valid only in writing, signed by both Parties. Signatures may be electronic.

Neither Party may transfer this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld.

A Party prevented from performing by events beyond its reasonable control will tell the other Party promptly, take reasonable steps to limit the effect, and is excused only as far as and as long as it is prevented. This does not excuse payment of amounts already due. If such an event lasts more than 60 days, either Party may end the affected Services by written notice.

Notices must be in writing and may be sent by email to Provider notice email for the Provider and Client notice email for the Client. An email notice counts as received on the next business day after it is sent, unless the sender gets a delivery failure message. Either Party may change its notice address by notice.

If any provision is invalid or unenforceable, the rest of this Agreement remains in force, and the Parties will replace the invalid provision with a valid one that comes closest to its purpose.

This Agreement may be signed in counterparts and electronically, and each signed copy is an original.

This Agreement and any non-contractual obligations arising from it are governed by the laws of Governing law, excluding its conflict-of-laws rules.

The Parties will try in good faith to settle any dispute within 30 days after one Party describes it in writing. After that, the courts of Place of jurisdiction have exclusive jurisdiction. Either Party may still seek urgent interim relief from a competent court, or start proceedings early to meet a legal deadline.