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This Service Agreement outlines the terms and conditions between the Service Provider and the Client. The Agreement encompasses data analytics consulting services and specific deliverables to be provided by the Service Provider. Key provisions include interpretations, the Service Provider's obligations, completion of work, liability, payment terms, intellectual property rights, confidentiality, termination, and governing law.
The Service Provider agrees to carry out the Work in accordance with the Agreement, including the delivery of Deliverable Materials as outlined in Schedule 1. Any variations or additional instructions from the Client may result in adjustments to fees and completion time, subject to agreement by both parties. The Work is expected to be completed by the agreed-upon Completion Date, with potential liquidated damages for delays.
The Service Provider's liability is limited, and it shall provide remedial services if it fails to fulfil its obligations. However, it shall not be liable for indirect or consequential losses. The Service Provider may engage in other business activities, provided they do not breach contractual obligations or compete with the Client's business without prior consent. The Client agrees to indemnify the Service Provider for any lawsuits or costs related to the Client's business based on the consulting services provided.
Regarding supplies and equipment, the Client is responsible for providing necessary items unless otherwise agreed. If the Service Provider's personnel work on the Client's premises, they must comply with applicable health and safety regulations. The Client has an obligation to pay for the data analytics consulting services and associated expenses as per the agreed fee schedule and reimbursement policy.
Ownership of intellectual property rights is divided between the Service Provider and the Client, with the Client holding rights to the work product resulting from the services provided. Confidentiality obligations are in place to protect sensitive information, allowing limited disclosure only to authorised individuals or as required by law.
The Agreement also addresses termination, stating that either party may terminate the Agreement in certain circumstances. The Service Provider may terminate if the Client fails to pay for services or breaches material provisions. Disputes should be resolved amicably, and the Agreement is governed by applicable laws and jurisdictions.
Notices under the Agreement should be delivered in writing, and the Agreement clarifies the addresses and methods of service for each party. It explicitly states that no third party can enforce the Agreement's terms.
This Agreement establishes an independent contractor relationship between the Service Provider and the Client, with the Service Provider having control over the Services' performance. It represents the entire agreement between the parties, supersedes previous agreements, and may only be modified in writing.
Both parties acknowledge that this Agreement is non-exclusive, allowing them to enter into similar agreements with other parties.
How to Use a Service Agreement: A Step-by-Step Guide
1. Read and Understand the Agreement Before proceeding, carefully review the service agreement entered into between the service provider and the client. This document outlines the terms and conditions governing the services to be provided.
2. Familiarise Yourself with Definitions Pay attention to the defined terms used throughout the agreement. Definitions clarify specific terms and concepts used in the document, such as "Agreement," "Work," "Completion Date," and "Fees." Understanding these terms will help you navigate the agreement effectively.
3. Note the Service Provider's Obligations Identify the responsibilities of the service provider outlined in the agreement. These obligations include carrying out the specified work, accommodating client instructions, and appointing a competent person to oversee the project.
4. Understand Completion of the Work Review the section detailing the completion of the work. Take note of the deliverable materials mentioned in Schedule 1, which outlines the materials to be provided to the client. Acknowledge that the client's acceptance is presumed if there is no response within three business days of deliverables being delivered.
5. Assess Liability of the Service Provider Understand the limitations of the service provider's liability. Note that if the service provider breaches its obligations, the client's sole remedy is to request remedial services. Additionally, be aware that the service provider is not liable for indirect or consequential losses and that their total liability is limited to the agreed price for the work.
6. Review Supplies and Equipment If necessary, ensure you understand the client's responsibility for providing supplies and equipment required to deliver the services. Discuss any agreements or reimbursement requirements related to the use of supplies or equipment provided by the service provider.
7. Comply with Premises Requirements If the service provider's personnel will work on the client's premises, be aware of the applicable health and safety regulations that need to be followed. Take note of any instructions from the client regarding personnel exclusion.
8. Payment Terms Review the payment section of the agreement. Take note of the invoicing process, including the fees for the services and any out-of-pocket expenses. Understand the dispute resolution process and the consequences of late payments.
9. Understand Intellectual Property Rights Acknowledge the ownership of intellectual property rights. The service provider retains its intellectual property rights, while the client holds the rights to any work product resulting from the services. Ensure you do not sublicense or transfer the service provider's intellectual property rights.
10. Maintain Confidentiality Understand the confidentiality obligations outlined in the agreement. Both parties are obligated to keep each other's confidential information confidential, except as permitted by the agreement or required by law. Use confidential information solely for the purpose of performing obligations under the agreement.
11. Handle Client Data Appropriately If applicable, comply with data protection laws and regulations when accessing client data. Limit the use of client data to the agreed-upon purpose, and ensure its security. Destroy or return client data upon completion of the services, as instructed by the client.
12. Be Aware of Termination Conditions Familiarise yourself with the termination section, including the circumstances under which either party can terminate the agreement. Take note of any outstanding payment obligations and the consequences of breaching the agreement.
13. Follow Notice and Service Procedures Understand the procedures for providing notices to the respective parties, including the acceptable methods of delivery and the required timeframes for each method.
14. Acknowledge the Nature of the Agreement Recognise that the agreement does not create a partnership or employer-employee relationship between the parties. Understand that the service provider is an independent contractor hired by the client.
15. Seek Legal Advice if Necessary If you have any concerns or questions regarding the service agreement, it is recommended to seek legal advice to ensure your understanding