General Services Agreement

Overview

A general services agreement is the contract under which a service provider agrees to perform specified services for a client in exchange for a fee. In England and Wales, business-to-business supplies of services are principally governed by the Supply of Goods and Services Act 1982 (as amended), which implies a term that services will be carried out with reasonable care and skill, within a reasonable time (if no time is fixed), and for a reasonable charge (if no charge is fixed). Where the client is a consumer rather than a business, the Consumer Rights Act 2015 applies instead and implies broadly similar (but non-excludable) standards. When to use it: for any professional or commercial services engagement — consulting, marketing, IT support, administrative or operational services — where the relationship is not more specifically covered by another template (for example a dedicated freelance/independent contractor agreement or a subcontracting agreement further down a supply chain). Parties: the "Provider" (the party performing the services, which may be an individual, partnership, or company) and the "Client" (the party receiving and paying for the services). Key clauses: a clearly defined scope of services (ideally in a schedule, to avoid disputes about what was actually promised), fees and payment terms (including any late payment provisions — the Late Payment of Commercial Debts (Interest) Act 1998 gives businesses a statutory right to claim interest and compensation on overdue commercial debts unless the contract provides a substantial contractual remedy instead), term and termination, intellectual property ownership in deliverables, confidentiality, liability and any liability cap, and data protection where personal data is processed (see the UK GDPR and Data Protection Act 2018). Liability: parties are generally free to agree limits on liability for breach of contract, but the Unfair Contract Terms Act 1977 restricts what can be excluded — liability for death or personal injury caused by negligence cannot be excluded at all, and other exclusion or limitation clauses must satisfy a statutory "reasonableness" test, particularly where the Client is dealing on the Provider's standard written terms. Common pitfalls: a vague scope of services that leads to "scope creep" disputes; no clear payment or late-payment mechanism; failing to specify who owns intellectual property created during the engagement (in the absence of agreement, copyright in works created by an independent contractor generally remains with the contractor, not the client, unlike works created by an employee in the course of employment); and omitting a data processing clause where the Provider will handle personal data on the Client's behalf, which would otherwise breach UK GDPR Article 28 requirements for a written contract with a data processor.

Information to customize

• Provider's name or company name

• Provider's address

• Provider's company number (if applicable)

• Client's name or company name

• Client's address

• Description of the services

• Start date

• Term type

  Fixed term, or ongoing until terminated.

• Fees (amount and basis, e.g. fixed fee or day rate)

• Payment terms (e.g. 30 days from invoice)

• Ownership of intellectual property in deliverables

  Assigned to Client on payment, or retained by Provider with licence to Client.

• Liability cap (if any)

  E.g. total fees paid in the preceding 12 months.

• Does the Provider process personal data on the Client's behalf?

• Termination notice period

• Date of signature

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Frequently asked questions

What legal standard applies to the Provider's performance?

For business-to-business contracts, the Supply of Goods and Services Act 1982 implies a term that services be performed with reasonable care and skill, within a reasonable time and for a reasonable charge if these are not fixed by the contract. If the Client is a consumer, the Consumer Rights Act 2015 applies instead.

Can the Provider limit its liability?

Generally yes, but the Unfair Contract Terms Act 1977 prevents excluding liability for death or personal injury caused by negligence, and any other exclusion or limitation clause must satisfy a statutory reasonableness test, particularly where the Client contracts on the Provider's standard terms.

Who owns intellectual property created during the engagement?

This must be agreed expressly. In the absence of agreement, copyright in work created by an independent contractor generally stays with the contractor, unlike work created by an employee, which usually belongs to the employer. This template lets the parties choose assignment to the Client or a licence back to the Client.

What happens if the Client pays late?

The Late Payment of Commercial Debts (Interest) Act 1998 gives businesses a statutory right to claim interest and compensation on overdue commercial debts, unless the contract already provides a substantial contractual remedy for late payment.

Is a data processing clause always needed?

Only where the Provider will process personal data on the Client's behalf. If so, UK GDPR Article 28 requires a written contract setting out the processor's obligations — omitting this clause where it applies would leave the parties in breach of that requirement.

How is this different from a freelance/independent contractor agreement?

This general services agreement suits a broad range of B2B service engagements. A dedicated freelance agreement additionally addresses employment-status considerations (such as IR35/off-payroll working) that are specific to engaging an individual contractor rather than a services relationship generally.

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