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.