Service Framework Agreement Template for England and Wales

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Key Requirements PROMPT example:

Service Framework Agreement

"Need a Service Framework Agreement for providing cloud computing and IT support services to multiple subsidiaries across Europe, with an initial term starting March 2025 and flexible call-off arrangements for specific project requirements."

Document background
The Service Framework Agreement is designed for situations where organizations require a flexible but structured approach to procuring services over an extended period. This contract type is particularly useful when the exact scope, timing, or volume of services cannot be determined at the outset, but a consistent set of terms and conditions is desired. Under English and Welsh law, it provides a master agreement that governs the overall relationship while allowing for individual services to be commissioned through call-off contracts. The framework typically includes detailed provisions for service standards, pricing mechanisms, performance monitoring, and risk allocation, making it suitable for complex service arrangements across various sectors.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Description of services to be provided under the framework

5. Term and Termination: Duration of agreement and termination provisions

6. Charges and Payment: Pricing structure and payment terms

7. Service Standards: Quality standards and performance metrics

8. Liability and Insurance: Risk allocation and insurance requirements

9. Confidentiality: Protection of confidential information

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Data Protection: Required when personal data is processed as part of the services

2. Intellectual Property: Required when IP is created or licensed as part of the services

3. Change Control: Required for complex or long-term arrangements to manage changes to services

4. Force Majeure: Required when specific risk allocation for unforeseen circumstances is needed

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services to be provided under the framework

2. Schedule 2 - Charges: Detailed pricing structure and rates for services

3. Schedule 3 - Service Levels: Performance metrics and KPIs for service delivery

4. Schedule 4 - Call-Off Terms: Terms and conditions for individual service orders under the framework

5. Schedule 5 - Form of Call-Off Contract: Template agreement for individual service orders

6. Schedule 6 - Data Processing Agreement: Detailed terms governing processing of personal data if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Supply of Goods and Services Act 1982: Primary legislation governing service contracts in England and Wales. Implies fundamental terms about reasonable care, skill, and timeliness in service delivery.

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, even if they are not direct parties to it.

Consumer Rights Act 2015: Key legislation for B2C services covering consumer protection, service quality standards, and regulations against unfair contract terms.

Modern Slavery Act 2015: Requires consideration of supply chain transparency and modern slavery compliance statements for qualifying organizations.

UK GDPR and Data Protection Act 2018: Comprehensive data protection legislation governing data processing, privacy protections, and cross-border data transfers.

TUPE Regulations 2006: Transfer of Undertakings (Protection of Employment) Regulations protecting employees' rights when business ownership changes.

Employment Rights Act 1996: Core employment legislation establishing basic employment rights and protections.

Equality Act 2010: Legislation preventing discrimination and promoting equality in employment and service provision.

Competition Act 1998: Legislation governing anti-competitive behavior and ensuring fair market practices.

Bribery Act 2010: Anti-corruption legislation requiring adequate procedures to prevent bribery in business operations.

Limitation Act 1980: Sets statutory time limits for bringing legal claims under the contract.

Late Payment of Commercial Debts (Interest) Act 1998: Legislation governing payment terms and statutory interest on late commercial payments.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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