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This is a service agreement between a provider and a customer, entered into with the intention of providing certain services. The customer is the subsidiary of the provider. The agreement defines terms, interpretations, and statutory provisions. The provider undertakes to provide the customer with the services, as described in Schedule 1.
The provider has full power and authority to act for the customer in its name or on its behalf, but its personnel are subject to any applicable limit on authority imposed by the customer. The provider shall ensure that its personnel are suitably qualified to provide the services. The provider shall promptly notify the customer of any expected delays or problems in providing the services and any circumstances that may prevent proper and timely delivery of the services. The provider shall comply with all applicable laws and regulations, including those relating to anti-bribery, anti-corruption, and data protection.
The customer must provide clear instructions to the provider and cooperate with it where reasonably requested during the service period. The customer shall ensure that the provider's personnel have full and free access to the location during business hours and to any information or records kept by the customer to enable the provider to perform its duties. The customer shall take all necessary steps to ensure the safety of any of the provider's personnel who visit any of the customer's premises. The provider shall provide the services exclusively to the customer and shall not undertake any other business during the life of this agreement.
The provider shall give priority to the provision of the services over all other business activities undertaken by it. After the termination of the agreement, the provider shall return all books, records, and documents in its possession or control and relating to the customer's business. Except as agreed between the parties, the provider shall have no obligation to provide any services to the customer outside business hours. This agreement shall become effective on the commencement date and remain in effect until the service period, and it shall not be renewed automatically.
Here are the steps to use this document:
1. Begin by identifying the parties: The agreement is between a provider and a customer. The provider's principal place of business is stated first, followed by the customer's.
2. Understand the background: The Customer is the subsidiary of the Provider, and the Customer desires to hire the Provider to perform certain services.
3. Interpretation: There are various definitions stated in this section, which will be used throughout the agreement.
4. Services to be provided by Provider: This section describes what the provider is obligated to do, including the provision of services to the customer, exclusivity of services, and priority to be given to services over other business activities. The provider has full power and authority to act on behalf of the customer or assume any liability to deliver the services.
5. Customer's obligations: This section outlines what the customer is obligated to do, including providing clear instructions to the provider and cooperating with them where necessary. The customer must ensure that the provider's personnel have access to the location and information necessary to perform their duties. Additionally, the customer is responsible for ensuring the safety of the provider's personnel when visiting any premises of the customer.
6. Service Period: This refers to the period from the Commencement Date to a specified duration after the agreement is signed, during which the provider will provide services to the customer.
7. Statutory provisions: References to statutory provisions are included and will be interpreted accordingly.
8. Headings: These are for convenience only and will not affect the interpretation of the agreement.
9. Termination: The agreement can be terminated by either party under certain circumstances, and the provider must return or deliver all books, records, and documents relating to the customer's business.
10. Business Hours: The provider has no obligation to provide services outside business hours, except as agreed in writing by both parties.
11. Notification: The provider must notify the customer of any expected delays or problems in providing the services and any circumstances that may prevent the proper and timely delivery of the services.
12. Compliance: The provider must comply with all laws and regulations applicable to the services, including anti-bribery, anti-corruption, and data protection.
In summary, this agreement outlines the terms and obligations between a provider and a customer, including the services to be provided, the service period, and statutory provisions. It also highlights the customer's obligations, termination, business hours, notification, and compliance.