Services / Works Contract


A. GENERAL SERVICES AGREEMENT / CONTRACT

 

Why do you need a Service Agreement / Contract?

 

1.    For a Customer, the Service Agreement / Contract helps to avoid misunderstanding or disagreement between the customer and the service provider by clearly stating how much services and support will be provided, and the wage rate/ fees and expenses the customer needs to pay as consideration for the service (in accordance to relevant wage requirements and contract requirements). 

 

2.    For a Service Provider, the Service Agreement / Contract clarifies the scope and extent of service the service provider will provide to the customer, the obligations and timeline of service, when the service fees are due, as well as the extent of potential liabilities of the service provider. It will help to resolve any dispute between the service provider and the customer amicably as the contract serves as a collective bargaining agreement for the parties to refer to. 

 

Does the Service Agreement / Contract need to be in writing?

 

3.     Contract law governs most agreements between parties, whether oral or written, that involve goods, services, money, employment contracts and real estate deals. Contract law derives mainly from the common law.  Normally a party signing a written contract is bound by its terms, whether or not he has read them. Contracts can be oral, partly oral and partly written or written, and can be made informally.

 

4.    Some legislations do impose requirements for contracts to be in writing or in a particular form. These include contracts for the sale or other disposition of an interest in land, some consumer credit agreements and some requirements relating to employees.

 

B. ELEMENTS TO A CONTRACT

 

1.     There are four basic elements to create a legally binding contract: offer, acceptance, consideration and intention to create legal relations. Normally the question of whether the parties have agreed is tested by asking whether one party has made an offer which the other has accepted. Agreements may not give rise to a binding contract if they are incomplete or not sufficiently certain (i.e an absence of an agreement to agree, no contract price). The courts apply an objective test in deciding if the parties have reached agreement.

 

Offer

 

2.     It is important to distinguish between offers, which can be accepted, and an "invitation to treat" which is an invitation to someone for them to make an offer, which the first party can then accept. An invitation to treat gives the party who issues the invitation control over when (and if) the contract is made. There is no requirement to have an invitation to treat: a valid contract can be formed when an offer is accepted. On auctions, it is the bid which is the offer. There can also be contract modification where the initial offer is faced with a counter-offer. 

 

Acceptance

 

3.     An acceptance is agreement to the terms of an offer. Offers can be accepted by conduct. If someone purports to accept an offer, but does so on different terms that will be a counter-offer, rather than an acceptance. The acceptance must normally be communicated to the offeror. There are special rules for when an offer is accepted by post (the general rule is that acceptance takes effect when the letter is posted) or some instantaneous mode of communication e.g. telephone or e-mail (where the normal rule - that the acceptance must be communicated - applies). Generally, silence cannot be treated as an acceptance. In exceptional circumstances (for example, where the offeree has been given terms of dealing and the offeree proceeds with the dealing without formally communicating acceptance) silence may be treated as an acceptance.

 

4.     An offer can be terminated in various ways: by withdrawing it before it is accepted, by lapse of time where it said it had to be accepted by a certain time, by a condition occurring if it said it was conditional on something not happening or by being rejected.

 

Intention to Create Legal Relations

 

5.     An agreement may be incomplete, for example where the parties have agreed on essential matters of detail but have not agreed other important points, although an agreement may be complete even if it is not worked out in meticulous detail. There will usually be no contract if the parties agree "subject to contract" but never agree on the terms of the contract. A provision that certain terms are to be agreed from time to time, with no fallback as to what is to happen if agreement is not reached, may make an agreement so uncertain as to be enforceable. Although the courts will not enforce an agreement which is too vague or uncertain, they do not expect commercial documents to be drafted precisely. 

 

6.     Some agreements are not enforceable contracts because there is no intention by one of the parties to create legal relations. Generally it is assumed that the parties do intend to create legal relations and there is a heavy burden to discharge if a party alleges it did not intend to do so. Letters of comfort may come into this category. It is safer to make it clear if no enforceable contract is to be created e.g. when heads of agreement are signed.

Consideration

 

7.     This can be something of benefit to the person who has the obligation or who makes a promise to do something (called the promisor) or something which is a detriment to the promisee (the person who wants to enforce the obligation or who has the benefit of the promise). As long as some value is given for the promise, the courts will not consider whether "adequate" value is given. Contracts to transfer something valuable for a nominal amount are enforceable. However, if the promisee has already done the act that is said to be the consideration, that is usually "past consideration" and is not treated as being good consideration. The consideration must be provided by the party who wants to enforce an obligation in the contract (or, possibly, by someone else as his agent) but need not be provided to, or benefit, the promisor. A promise not to sue on a valid claim can be good consideration.

 

C. AGREEMENTS UNDER THIS CATEGORY

 

The Agreements under this category are generally for services performed. It include IT, consulting agreements, retainers and general small works contracts:

 

Documents

When to Use

Terms and Conditions of Service

Cover websites and situations where one-off services are provided. Usually not negotiated or signed – deemed acceptance by using the service.

Service Agreement – Long Term

Regular, continuous or long-term supply of services. Both parties intend for the services to continue indefinitely and thus require more detailed terms.

Service Agreement – Small Work

A Contractor performing a small piece of work for Customers that requires workmanship for a fixed price. Suitable for renovation or other handy work.

Service Agreement – Consulting Work

A Consultant performing professional services with specific deliverables for Customers in accordance with a professional charge out rate.

Service Agreement – IT Work

An IT Company performing service (i) with specific deliverables or (ii) longer-term technical support for Customer.

Contracting Agreement

General Agreement between Company and a Contractor in respect of certain services to be provided by the Contractor to the Company

 

Liability

 

The "liability" provisions must be carefully considered. In many jurisdictions, the statutes will generally imply (unless excluded) a term that the supplier will carry out the service with reasonable care and skill. Exclusion clauses are possible but will usually be subject to the limitations of the local unfair contract terms legislation. The supplier of services may wish to limit their liability to the amount of fees received for the services.

Keywords:

Works Contract

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Documents
Trust Administration Agreement
Neutral
Commissioning Agreement for NFT Artwork
Digitialized Non-fungible Token
Data Processing Agreement
Controller to Processor
Data Sharing Agreement
Controller to Controller
Data Sharing Agreement
Joint Controller Agreement
Service Agreement - Information Technology (IT) Work
Acquisition - Buyer
Service Agreement - Information Technology (IT) Work
Acquisition - Neutral
Service Agreement - Information Technology (IT) Work
Acquisition - Seller
Service Agreement - Information Technology (IT) Work
Customer
Service Agreement - Information Technology (IT) Work
IT Company
Service Agreement - Information Technology (IT) Work
Neutral
Service Agreement - Long Term
Customer
Service Agreement - Long Term
Neutral
Service Agreement - Long Term
Provider
Service Agreement - Moving Services
Servicer
Accounting Services Agreement
Neutral
Bartending Services Agreement
Bartender
Bartending Services Agreement
Customer
Bartending Services Agreement
Neutral
Bookkeeping Service Agreement
Accountant
Bookkeeping Service Agreement
Client
Bookkeeping Service Agreement
Neutral
Coaching Agreement / Contract
Client
Coaching Agreement / Contract
Coach
Coaching Agreement / Contract
Neutral
Commissioning Agreement for Artistic Works
Artist
Commissioning Agreement for Artistic Works
Client
Commissioning Agreement for Artistic Works
Neutral
Contracting Agreement
Company / Customer
Contracting Agreement
Independent Contractor
Contracting Agreement
Neutral
Dog Walking Agreement
Neutral
Dog Walking Agreement
Owner
Dog Walking Agreement
Walker
Product / Goods Maintenance
Annual Maintenance Agreement
Retainer Letter and Terms of Business
Compliance Advisory
Retainer Letter and Terms of Business
Law Firm
Service Agreement - Catering
Caterer
Service Agreement - Catering
Customer
Service Agreement - Catering
Neutral
Service Agreement - Cleaning Services
Contractor
Service Agreement - Cleaning Services
Customer
Service Agreement - Cleaning Services
Neutral
Service Agreement - Computer Repair
Customer
Service Agreement - Computer Repair
Neutral
Service Agreement - Computer Repair
Servicer/Repairman
Service Agreement - Consulting Work
Client
Service Agreement - Consulting Work
Consultant
Service Agreement - Consulting Work
Neutral
Service Agreement - Day Care
Customer
Service Agreement - Day Care
Neutral
Service Agreement - Day Care
Servicer (Daycare Centre)
Service Agreement - DJ Services
Customer
Service Agreement - DJ Services
DJ Company
Service Agreement - DJ Services
Neutral
Service Agreement - Event Photography
Customer
Service Agreement - Event Photography
Neutral
Service Agreement - Event Photography
Servicer
Service Agreement - Event Planning
Customer
Service Agreement - Event Planning
Neutral
Service Agreement - Event Planning
Servicer (Event Planner)
Service Agreement - Financial Advising Agreement
Customer
Service Agreement - Financial Advising Agreement
Neutral
Service Agreement - Financial Advising Agreement
Servicer
Service Agreement - Financial Management Contract
Customer
Service Agreement - Financial Management Contract
Neutral
Service Agreement - Financial Management Contract
Servicer
Service Agreement - Food Services
Customer
Service Agreement - Food Services
Neutral
Service Agreement - Food Services
Servicer (Food Service Provider)
Service Agreement - Graphic Design
Customer
Service Agreement - Graphic Design
Designer
Service Agreement - Graphic Design
Neutral
Service Agreement - Home Repair
Customer
Service Agreement - Home Repair
Neutral
Service Agreement - Home Repair
Servicer
Service Agreement - Landscaping Services
Customer
Service Agreement - Landscaping Services
Neutral
Service Agreement - Landscaping Services
Servicer
Service Agreement - Lawn Maintenance
Customer
Service Agreement - Lawn Maintenance
Neutral
Service Agreement - Lawn Maintenance
Servicer
Service Agreement - Limousine Services
Customer
Service Agreement - Limousine Services
Neutral
Service Agreement - Limousine Services
Servicer
Service Agreement - Moving Services
Customer
Service Agreement - Moving Services
Neutral
Service Agreement - Online Marketing
Customer
Service Agreement - Online Marketing
Marketer
Service Agreement - Online Marketing
Neutral
Service Agreement - Online Reputation Management
Customer
Service Agreement - Online Reputation Management
Neutral
Service Agreement - Online Reputation Management
Servicer
Service Agreement - Painting
Customer
Service Agreement - Painting
Neutral
Service Agreement - Painting
Painter
Service Agreement - Personal Training
Customer
Service Agreement - Personal Training
Neutral
Service Agreement - Personal Training
Personal Trainer
Service Agreement - Plumbing Services Contract
Customer
Service Agreement - Plumbing Services Contract
Neutral
Service Agreement - Plumbing Services Contract
Servicer (Plumber)
Service Agreement - Security Services
Customer
Service Agreement - Security Services
Neutral
Service Agreement - Security Services
Servicer
Service Agreement - Small Contract Work
Customer
Service Agreement - Small Contract Work
Independent Contractor
Service Agreement - Small Contract Work
Neutral
Service Agreement - Snow Plowing
Customer
Service Agreement - Snow Plowing
Neutral
Service Agreement - Snow Plowing
Servicer
Service Agreement - Social Media Marketing
Customer
Service Agreement - Social Media Marketing
Marketer
Service Agreement - Social Media Marketing
Neutral
Service Agreement - Truck Driving Services
Customer
Service Agreement - Truck Driving Services
Driver
Service Agreement - Truck Driving Services
Neutral
Service Agreement - Web-Designing Agreement
Customer
Service Agreement - Web-Designing Agreement
Neutral
Service Agreement - Web-Designing Agreement
Servicer
Service Agreement - Website Development Services
Customer
Service Agreement - Website Development Services
Neutral
Service Agreement - Website Development Services
Servicer
Service Agreement - Wedding Photographer
Customer
Service Agreement - Wedding Photographer
Neutral
Service Agreement - Wedding Photographer
Servicer
Speaking Engagement Agreement
Speaker Agreement
Sub-Contracting Agreement - Single Job
Company
Sub-Contracting Agreement - Single Job
Neutral
Sub-Contracting Agreement - Single Job
Sub-Contractor
Sub-Contracting Master Agreement
Company
Sub-Contracting Master Agreement
Neutral
Sub-Contracting Master Agreement
Sub-Contractor
Vehicle Repair and Maintenance Service Agreement
Company
Vehicle Repair and Maintenance Service Agreement
Customer
Vehicle Repair and Maintenance Service Agreement
Neutral
Virtual Assistant Agreement
Assistant
Virtual Assistant Agreement
Customer
Virtual Assistant Agreement
Neutral
Introduction to Service Agreements
Guide
Letter to Service Provider seeking Special / Additional Service
Coronavirus / COVID-19
Notice of Force Majeure Event
Suspension of Performance / Termination