Contract for the supply of services (pro-supplier)

Name: Contract for the supply of services (pro supplier)
SKU: CON002.001
Price: 35.00 GBP
Availability: InStock

Standalone contract for the supply of services between businesses, both of whom are within the UK, governed by English law and drafted generally for the benefit of the supplier.

if you are a regular supplier of services to business clients or customers
and/or where both the supplier and client/customer are based in the UK
if you want a contract prepared more for the benefit of the supplier than the client/customer

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 23 paragraphs over 10 pages
provisions relating to commencement date and duration, supplier’s service obligations, customer’s obligations and fees and payment
exclusions and limitations on supplier’s liability
force majeure and termination clauses
restriction on customer soliciting supplier’s staff involved in the provision of the services

What else do I need to know?

A business which provides services to business clients on a regular basis may wish to do so on the basis of a standalone supply contract rather than using 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 supplier’s own form of contract will in any event expressly state that the services will provided with reasonable skill and care.

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

Description

When do I use this document?

to sub-divide issued shares into a larger number of shares
to consolidated issued shares into a smaller number of shares
typically, on closing of an investment transaction or in connection with an issue of new shares
if the resolution is to be approved at a general meeting, in conjunction with our template general meeting notice Shareholder meeting notice

What are the key features?

ordinary resolution to be passed as a written resolution
alternative forms of the resolution depending on whether the issued shares are being sub-divided or consolidated

What else do I need to know?

A private limited company can alter its share capital in various ways, including:

sub-division: sub-dividing issued shares into shares of a smaller nominal amount
consolidation: consolidating issued shares into shares of a larger nominal amount

Other types of share capital alteration include the allotment of new shares, reduction of capital, redemption or purchase of own shares and converting issued shares into shares of a different class.

Why would a company sub-divide shares?

Companies are often incorporated with a small number of ordinary shares. If the company plans to issue new shares, such as during an investment round, it may need to sub-divide the existing shares so that the numbers and percentages align with the investment terms.

For example, a company incorporated with 2 shares of £1.00 each will need to sub-divide them if it receives investment for 20% of the enlarged share capital.

To achieve the correct percentage shareholdings, one way of doing this would be to sub-divide the existing 2 shares of £1.00 each into 4 shares of £.0.50 each. The investor could then subscribe for 1 share of £0.50 and would own 1 out of the 5 shares in total, equal to 20% of the enlarged share capital.

Another idea would be to sub-divide the existing shares into a much smaller nominal share value as this will facilitate future shares issues and share transfers.

How does a company sub-divide its shares?

Sub-dividing shares requires an ordinary resolution of shareholders unless the Articles of Association exclude or restrict this. If such exclusions or restrictions exist, the Articles must be amended by special resolution to disapply the exclusion or restriction. After passing the ordinary resolution, the company will need to file Companies House Form SH02 within one month.

Why would a company consolidate shares?

Share consolidation is the reverse of sub-division, where a specified number of existing shares are consolidated into a single share or fewer shares.

Private limited companies are less likely to carry out a consolidation than a public company, which may do this to increase its traded share price or perhaps to reduce the number of shareholders on its register.

If a private company wished to consolidate its share capital, this requires an ordinary resolution of shareholders, unless the Articles of Association exclude or restrict this right. After passing the ordinary resolution, the company will need to file Companies House Form SH02 within one month.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 03/09/2024

Updated By a lawyer on 01/05/2023

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Contract for the supply of services (pro-supplier)