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?

where one or more shareholders wish to remove a director
where the Articles of Association do not include a simpler removal process
as special notice pursuant to the Companies Act 2006 to remove a director

Key features

special notice required to remove a director from office
including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

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)