IT Services Agreement

1. Parties Involved: The agreement is between a Consultant and a Customer for IT services.

2. Definitions: Key terms such as Business Day, Consultant Materials, Confidential Information, and Customer Data are defined.

3. Interpretation: Guidelines on how to interpret the agreement, including references to schedules and appendices.

4. Duration: The agreement's start date, initial term, and conditions for renewal.

5. Services: Description of the services to be provided, including service hours and location.

6. Consultant Warranties: The Consultant's assurances regarding their authority to enter the agreement and non-infringement of third-party intellectual property rights.

7. Customer Responsibilities: Obligations of the Customer, including providing access to premises and equipment, and ensuring the accuracy of information provided.

8. Consultant Relief: Conditions under which the Consultant is not liable for delays or failures caused by Customer defaults.

9. Fees: Details on the fees payable by the Customer for the services, including VAT and other taxes.

10. Invoicing and Payment: Procedures for invoicing and payment terms, including bank details for payments.

11. Interest: Interest rates applicable to overdue payments.

12. Intellectual Property Rights: Ownership and licensing of intellectual property created or used during the provision of services.

13. Data Protection: Compliance with data protection laws and responsibilities of both parties regarding personal data.

14. Confidentiality: Obligations to keep each party's confidential information secure and only use it for the purposes of the agreement.

15. Limitation of Liability: Limits on the liability of both parties, including exclusions for indirect or consequential losses.

16. Termination: Conditions under which the agreement can be terminated by either party, including for material breaches or insolvency.

17. Force Majeure: Exemption from liability for delays or failures caused by events beyond the control of either party.

18. No Partnership or Agency: Clarification that the agreement does not create a partnership, agency, or employment relationship.

19. Variation: Conditions under which the agreement can be varied, requiring written consent from both parties.

20. Notices: Procedures for giving notices under the agreement, including acceptable methods and deemed receipt times.

21. Severability: Provision that if any part of the agreement is found to be illegal or unenforceable, the remainder will still apply.

22. Waiver: Clarification that failure to enforce any part of the agreement does not constitute a waiver of rights.

23. Set Off: Requirement for payments to be made without set-off, counterclaim, or deduction.

24. Assignment and Subcontracting: Conditions under which rights and obligations can be assigned or subcontracted.

25. Service Credits: If the Consultant fails to meet service levels, the Customer can claim service credits as a financial remedy.  These credits are the sole financial remedy for such failures and are intended to compensate for losses due to the Consultant's non-performance. 

Summary of Schedules in the IT Services Agreement Template

1. Schedule 1: Services

   • Services Description: Detailed description of the IT services to be provided by the Consultant.
   • Service Hours: Specific hours during which the services will be performed (e.g., 09:00–17:00 Monday-Friday).
   • Service Location: The location where the services will be delivered.
   • Duration: The time frame for the provision of services.
   • Deliverables: Specific outputs or deliverables that the Consultant will provide to the Customer.

2. Schedule 2: Service Levels

   • Service Levels: Defined performance standards that the Consultant must meet.
   • Service Credits: Financial compensation (service credits) that the Customer can claim if the Consultant fails to meet the agreed service levels.

3. Schedule 3: Customer Responsibilities

   • Customer Obligations: Specific responsibilities and obligations of the Customer that are necessary for the Consultant to perform the services effectively.

4. Schedule 4: Fees

   • Fee Structure: Detailed breakdown of the fees for the services provided.
   • Expenses: Any additional expenses that may be incurred and how they will be handled.

5. Schedule 5: Data Protection

   • Data Protection Compliance: Requirements for both parties to comply with applicable data protection laws.
   • Roles and Responsibilities: Designation of the Consultant as the Data Processor and the Customer as the Data Controller.
   • Processing Details: Types of personal data, scope, nature, purpose, and duration of data processing.
   • Technical and Organisational Measures: Measures to protect personal data from unauthorized access, loss, or destruction.
   • Subcontracting: Conditions under which the Data Processor can subcontract data processing activities. 

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Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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