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This Service Agreement between the Service Provider and the Client ensures data analytics consulting services with specific deliverables. The Service provider will carry out the Work diligently, complying with the Client's instructions and applicable regulations. The Completion Date and Deliverable Materials are defined in Schedule 1.
The Service provider's liability is limited, and any breach will be remedied promptly. The Client is responsible for supplying agreed-upon materials and premises compliance. Invoicing and payment terms are outlined in Schedule 2, and late payments incur charges. Intellectual Property rights belong to the Client, while the Service provider retains ownership of their intellectual property. Both parties agree to maintain confidentiality. If personal data is involved, the Service provider commits to comply with data protection laws. Either party can terminate the Agreement under specific circumstances. Disputes should be resolved amicably. Notices should be sent in writing. The Agreement is not transferable, and the Service provider is an independent contractor. No employer-employee relationship exists.
Steps to Use This Document:
1. Introduction and Agreement Details: Begin by stating that the document is a service agreement entered into between two parties, the Service provider and the Client. Include the date of the agreement and provide a brief overview of the parties involved.
2. Interpretation: Explain that this section provides definitions of key terms used throughout the agreement. Mention that it is important to understand these definitions for clarity.
3. Service Provider's Obligations: Outline the responsibilities of the Service provider. Highlight that they are expected to perform the work with care, skill, and diligence. Emphasise that they must comply with instructions from the Client and any applicable regulations.
4. Completion of the Work: Explain that this section addresses the completion of the work. Mention that the Service provider is responsible for delivering the agreed-upon materials outlined in Schedule 1. State that the Client must accept the deliverables within a specified timeframe.
5. Liability of the Service Provider: Highlight the Service provider's liability in case of failure to meet obligations. Mention that the Client has the right to require the Service provider to rectify any breach or perform necessary services. Indicate that the Service provider's liability is limited, and they are not responsible for indirect or consequential losses.
6. Supplies and Equipment: Explain that the Service provider is responsible for providing their own supplies and equipment, unless otherwise agreed upon. Clarify that if the Client fails to provide agreed-upon supplies, they will be responsible for reimbursing the Service provider's expenses.
7. Premises: State that the Service provider must comply with health and safety regulations related to the Client's premises. Mention that the Client may exclude certain individuals from their premises as instructed.
8. Payment: Explain the payment terms and invoicing process. Emphasise that the Client will be invoiced for the services and expenses outlined in Schedule 2. Clarify the timeline for invoice submission, payment due dates, and any applicable late charges.
9. Intellectual Property: Highlight the ownership and usage of intellectual property resulting from the work. State that the Client will hold all intellectual property rights, while the Service provider retains ownership of their intellectual property. Specify the scope of the Client's license to use the Service provider's intellectual property.
10. Confidentiality: Explain the obligations of both parties regarding the confidentiality of information shared during the agreement. State that neither party can disclose confidential information without proper authorisation, except as required by law.
11. Client Data: Address the handling of personal data provided by the Client to the Service provider. Mention that the Service provider must comply with applicable data protection laws and adopt necessary security measures. Specify the destruction or return of Client data after the services are completed.
12. Termination: Outline the conditions under which either party may terminate the agreement. Highlight reasons for termination, including bankruptcy, failure to proceed diligently, or non-payment. Mention the consequences of termination, including the return of materials and final payment obligations.
13. Notices and Service: Explain the methods and timelines for delivering notices between the parties. Provide the contact details for each party.
14. Nature of Agreement: State that this agreement is personal to the Service provider and cannot be assigned or delegated without the written consent of the Client. Clarify that the relationship between the parties is that of independent contractors.
15. Governing Law and Jurisdiction: Specify the governing law and jurisdiction applicable to the agreement.
By following these steps, you can effectively use this document to establish a service agreement between the Service provider and the Client, ensuring clarity and protection for both parties.