Contract: services (pro-customer)

When do I use this document?

• as a regular business client/customer for services
• where both the client/customer and supplier are based in the UK
• for a contract prepared more for the benefit of the client/customer than the supplier

What are the key features?

• cover sheet and Appendix to be completed with details of supplier, customer, services, commencement date, fees and other additional terms
• Schedule of contract terms, with 22 paragraphs over 9 pages
• provisions relating to commencement date and duration, fees and payment
• enhanced obligations from the supplier regarding the services to be provided
• mutual exclusions and liability limitation clauses
• mutual force majeure clause

What else do I need to know?

A business which contracts as customer with service providers on a regular basis may wish to do so on the basis of a standalone supply contract rather than using its own, or the supplier’s standard Terms and Conditions.

What terms are implied in contracts for the provision of services?

Unlike a contract for the sale of goods, relatively few terms are implied in a contract for the supply of services.

The principal applicable statute is the Supply of Goods and Services Act 1982 (“SGSA”).  This implies the following terms in a B2B contract for the supply of services:

• reasonable care and skill: that the supplier will carry out the services with reasonable care and skill
• time for performance: if the contract is not fixed by the contract, left to be fixed in a manner agreed by the contract or determined by the course of dealing between the parties, that the supplier will carry out the service within a reasonable time
• consideration: if the price for the services is not fixed by the contract, left to be fixed in a manner agreed by the contract or determined by the course of dealing between the parties, that the customer will pay a reasonable charge for the services

Can the SGSA implied terms be excluded or restricted?

Yes, under the SGSA and subject to the Unfair Contract Terms Act 1977 (“UCTA”), the terms implied by the SGSA can be excluded or varied by the contract itself, by the course of dealing between the parties or by usage.

In practical terms, the only implied term which is likely to be relevant is the implied term to use reasonable skill and care – the subject matter of the other implied terms is likely to be covered by the express terms of the contract.

Often, a customer’s own form of supply contract terms and conditions will in any event include an express term which extends the implied term of reasonable care and skill.  For example, the customer might include a term that the service provider will provide the services diligently and in accordance with best practice of the profession, trade or industry of the service provider.

Exclusion clauses

Generally, exclusion clauses and liability limitation clauses in contracts for the supply of services are subject to the requirements of UCTA and are discussed in more details in

• Supply of Goods and Services.

What other documents are available?

For a form of standalone contract for the supply of services which is more for the benefit of the supplier, see

• Contract: services (pro-supplier)