Maintenance Agreement template

Overview

A maintenance agreement governs an ongoing service under which a supplier keeps equipment, software or installed systems in working order for a client, typically in return for a recurring fee, as distinct from a one-off installation or supply contract. It is a general-purpose template suited to equipment maintenance, building or plant servicing, IT hardware support, or any comparable recurring upkeep arrangement (a dedicated software maintenance or SaaS support arrangement is often better handled by a specific SaaS agreement). As a contract for services, it is subject to the general law of contract and, for a business client, the implied term under section 13 of the Supply of Goods and Services Act 1982 that services will be carried out with reasonable care and skill. Where any parts or replacement components are supplied as part of the maintenance, section 4 of that Act implies terms as to satisfactory quality and fitness for purpose for goods supplied under a contract for services. Exclusion and limitation clauses remain subject to the reasonableness test under the Unfair Contract Terms Act 1977. When to use it: whenever a supplier is engaged to maintain, service or support equipment, installations or systems on an ongoing basis, whether under a scheduled preventive maintenance regime, an on-call/reactive support model, or a combination of both. Parties: the supplier (who carries out the maintenance) and the client (who owns or operates the equipment or system being maintained). Key clauses: the equipment or system covered and the scope of maintenance included (and excluded); the maintenance schedule (preventive visits) and response times for reactive call-outs; spare parts and consumables (included or separately chargeable); fees and payment terms; the client's obligations (access, safe working conditions, prompt fault reporting); warranties and liability limitation; and term and termination. Pitfalls to avoid: leaving the scope of 'maintenance' undefined, which leads to disputes over whether a given repair is covered by the recurring fee or chargeable separately; failing to set a concrete response time for reactive call-outs, leaving the client without a real service commitment; and not addressing who is responsible for consumables or replacement parts, and on what pricing basis.

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