AI Generated Service Agreement for use in the United Kingdom
PDF & Word - 2026 Updated

This Agreement is made on 15 October 2024.

The Client is a UK-based fashion retailer established in 2015 operating multiple physical stores across London and seeking to expand its online presence to reach a broader customer base.

The Service Provider is a digital agency with over 10 years of experience in web development having successfully delivered e-commerce platforms for more than 50 clients in the retail sector.

The Service Provider has agreed to provide web development services and ongoing IT support services to the Client on the terms of this Agreement.

The primary purpose of this Agreement is to formalise the provision of web development services and IT support by the Service Provider to enhance the Client's online sales capabilities ensuring mutual benefits through a successful digital expansion.

In this Agreement the following terms shall have the following meanings unless the context requires otherwise.

Headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Words in the singular shall include the plural and vice versa.

References to any statute or statutory provision shall include any subordinate legislation made under that statute or statutory provision whether before or after the date of this Agreement and shall include any modification amendment consolidation or re-enactment of such statute or provision.

A reference to a clause, schedule or paragraph is to a clause, schedule or paragraph of this Agreement.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

This Agreement shall commence on the date of this Agreement and shall continue for an initial term of 12 months (the Initial Term) unless terminated earlier in accordance with its terms.

At the end of the Initial Term this Agreement shall automatically renew for successive periods of 12 months (each a Renewal Period) unless either party gives the other not less than 30 calendar days' written notice of termination expiring at the end of the Initial Term or any Renewal Period.

The Service Provider shall provide the Services to the Client in accordance with the terms of this Agreement and Schedule 1.

The Services comprise two distinct elements: (a) the Web Development Services, being the design, development, testing, deployment and go-live of a custom e-commerce website as further detailed in Schedule 1 (the Deliverables); and (b) the IT Support Services, being the ongoing maintenance and support services described in Schedule 1 which shall commence upon go-live of the Deliverables.

The Service Provider shall perform the Services with reasonable skill and care in accordance with the Service Levels and Performance Standards set out in clause 7 and Schedule 1.

Time shall not be of the essence in relation to the provision of the Services unless expressly agreed in writing by the parties.

The Client shall: (a) provide the Service Provider with such information, access to premises, systems, data, licences, materials and approvals as the Service Provider may reasonably require in order to provide the Services; (b) ensure that all information provided to the Service Provider is accurate, complete and not misleading; (c) obtain and maintain all necessary licences, consents and permissions required for the Service Provider to provide the Services; (d) comply with all applicable laws and regulations in relation to its use of the Services and the Deliverables; and (e) co-operate with the Service Provider in good faith and provide prompt responses to any requests for information or approvals.

If the Client fails to comply with its obligations under this clause 6A, the Service Provider shall not be liable for any delay or failure to provide the Services to the extent caused by such failure and shall be entitled to an extension of time and, where applicable, additional fees on a time and materials basis at its prevailing rates.

The Service Provider shall ensure that the Services achieve the service levels set out in Schedule 1 including an Uptime Percentage of at least 99.5 percent for the hosted website.

The Service Provider shall measure and report on the performance levels on a monthly basis using appropriate monitoring tools.

The Service Provider shall provide regular performance reports to the Client on a monthly basis.

If the Service Provider fails to meet the performance standards the Service Provider shall be entitled to a cure period of 30 days to remedy such failure.

In the event of a failure to meet the performance standards after the cure period the Client shall be entitled to service credits as set out in Schedule 2.

This Agreement shall include an escalation procedure for persistent performance issues as set out in Schedule 3.

In consideration for the provision of the Services the Client shall pay the Service Provider the fees set out in Schedule 1.

The fees for the Web Development Services shall be a fixed price of \£15,000 (exclusive of VAT) payable as to 40% on the date of this Agreement, 30% on completion of the design phase and 30% on successful completion of acceptance testing and go-live in accordance with clause 12A.

The fees for the IT Support Services shall be \£1,250 per month (exclusive of VAT) payable monthly in advance with the first payment due on the date of go-live of the Deliverables.

All fees are exclusive of VAT which shall be charged at the prevailing rate.

The Service Provider shall issue invoices electronically to the Client. The Client shall pay each invoice within 30 days of the date of the invoice.

If the Client fails to make any payment due under this Agreement by the due date then, without limiting the Service Provider's remedies under clause 17, the Client shall pay interest on the overdue sum from the due date until payment is made in full at 8% per annum above the Bank of England base rate from time to time. The parties agree that this rate represents a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

The Service Provider may increase the monthly fees for the IT Support Services with effect from each anniversary of the date of this Agreement by giving not less than 60 days' prior written notice to the Client. Any such increase shall not exceed the increase in the Retail Prices Index (or any replacement index) over the preceding 12 month period.

The Service Provider shall be reimbursed for any out-of-pocket expenses incurred while providing the Services including travel expenses such as mileage public transport and accommodation meals and subsistence costs and other reasonable out-of-pocket expenses with prior approval.

The Service Provider shall provide receipts for all claimed expenses.

The Service Provider shall be reimbursed for VAT on expenses where the Service Provider is VAT-registered.

Any disputes over reimbursable expenses shall be resolved by direct negotiation between the parties.

Each party shall keep the other party's Confidential Information confidential and shall not disclose it to any third party except to its employees or contractors who need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations, to its professional advisors or as required by law.

The obligations of confidentiality in this clause 10 shall survive for 5 years after termination of this Agreement. Trade secrets shall remain confidential for so long as they remain trade secrets.

Upon termination of this Agreement each party shall return or destroy all Confidential Information of the other party and certify the same in writing.

Each party shall comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation the Client is the controller and the Service Provider is the processor in respect of the personal data processed under this Agreement. Schedule 4 sets out the scope, nature and purpose of processing by the Service Provider, the duration of the processing and the types of personal data and categories of data subject.

Without prejudice to the generality of clause 11.1, the Service Provider shall, in relation to any personal data processed in connection with the performance by the Service Provider of its obligations under this Agreement: (a) process that personal data only on documented instructions from the Client (including with regard to transfers outside the UK), unless the Service Provider is required by applicable law to process such personal data (in which case the Service Provider shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest); (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; (d) assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities; (e) notify the Client without undue delay on becoming aware of a personal data breach; (f) at the Client's written direction delete or return personal data and copies thereof to the Client on termination of the Agreement unless required by applicable law to store the personal data; and (g) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and allow for audits by the Client or the Client's designated auditor.

The Client consents to the Service Provider appointing third-party processors of personal data under this Agreement. The Service Provider shall inform the Client of any intended changes concerning the addition or replacement of such processors and the Client shall not unreasonably withhold or delay consent. The Service Provider shall ensure that any such processor is subject to the same data protection obligations as set out in this clause 11.

Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller-processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replacing it by attachment to this Agreement).

All Intellectual Property Rights in any Background IP (being all Intellectual Property Rights owned by or licensed to either party prior to the date of this Agreement or developed independently of this Agreement) shall remain vested in that party or its licensors.

All Foreground IP shall vest in the Client absolutely upon full payment of all fees due under this Agreement. The Service Provider hereby assigns (by way of present assignment of future rights) all Foreground IP to the Client with full title guarantee. The Service Provider shall execute all documents and do all acts necessary to vest such rights in the Client.

The Service Provider grants to the Client a royalty-free, worldwide, non-exclusive licence to use the Service Provider's Background IP solely to the extent necessary for the Client to receive and make use of the Services and the Deliverables during the term of this Agreement.

The Client grants to the Service Provider a royalty-free, non-exclusive, non-transferable licence to use the Client's Background IP solely to the extent necessary for the Service Provider to provide the Services during the term of this Agreement.

The Service Provider warrants that the provision of the Services and the Deliverables will not infringe the Intellectual Property Rights of any third party. The Service Provider shall indemnify the Client against all liabilities, costs, expenses, damages and losses suffered or incurred by the Client arising out of or in connection with any claim that the Services or Deliverables infringe the Intellectual Property Rights of any third party (IPR Claim).

If any IPR Claim is made or threatened the Service Provider shall at its own expense either: (a) procure for the Client the right to continue using the relevant Deliverable or Service; (b) replace or modify the Deliverable or Service so that it becomes non-infringing; or (c) if neither (a) nor (b) is reasonably practicable, terminate this Agreement and refund to the Client all fees paid in respect of the infringing Deliverable or Service.

Upon completion of the Web Development Services the Service Provider shall deliver the Deliverables to the Client and notify the Client that they are ready for acceptance testing.

The Client shall have a period of 14 Business Days from receipt of the Deliverables (the Testing Period) to test the Deliverables against the acceptance criteria set out in Schedule 1 (the Acceptance Criteria).

If the Deliverables meet the Acceptance Criteria the Client shall notify the Service Provider in writing of its acceptance (Acceptance).

If the Deliverables do not meet the Acceptance Criteria the Client shall notify the Service Provider in writing detailing the non-conformities. The Service Provider shall correct such non-conformities within 14 Business Days and re-submit the Deliverables for further testing. The provisions of this clause 12A shall apply to any re-submitted Deliverables.

If the Client does not notify the Service Provider of acceptance or rejection within the Testing Period the Deliverables shall be deemed accepted. Acceptance (or deemed acceptance) of the Deliverables shall not affect the Client's rights under this Agreement in respect of any latent defects.

Each party warrants to the other that it has full power and authority to enter into this Agreement.

The Service Provider warrants to the Client that: (a) it will provide the Services with reasonable skill and care; (b) the Deliverables will conform in all material respects with the Acceptance Criteria for a period of 90 days following Acceptance; and (c) it has all necessary licences and consents to provide the Services.

All other warranties, conditions and terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

The Service Provider shall indemnify the Client against all liabilities, costs, expenses, damages and losses suffered or incurred by the Client arising out of or in connection with any breach by the Service Provider of clauses 10, 11 or 12.

The Client shall indemnify the Service Provider against all liabilities, costs, expenses, damages and losses suffered or incurred by the Service Provider arising out of or in connection with any breach by the Client of clauses 6A, 10 or 11.

The indemnifying party shall have conduct of the relevant claim and the indemnified party shall provide reasonable assistance at the indemnifying party's cost.

Nothing in this Agreement shall limit or exclude the liability of either party for: (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

Subject to clause 15.1, neither party shall be liable to the other whether in contract, tort (including negligence), for breach of statutory duty or otherwise for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) any indirect or consequential loss.

Subject to clauses 15.1 and 15.2, the total liability of the Service Provider to the Client under or in connection with this Agreement shall not exceed the total fees paid or payable by the Client to the Service Provider in the 12 months preceding the event giving rise to the claim.

The limitations and exclusions in this clause 15 shall survive termination of this Agreement.

The Service Provider shall maintain in force, with a reputable insurance company, professional indemnity insurance, public liability insurance and cyber liability insurance with a minimum cover of \£5,000,000 per claim.

The Service Provider shall provide evidence of such insurance to the Client on the date of this Agreement and upon reasonable request thereafter.

Either party may terminate this Agreement immediately by written notice to the other if: (a) the other party commits a Material Breach and (if such breach is remediable) fails to remedy it within 14 days of being notified in writing to do so; (b) the other party suffers an Insolvency Event; or (c) the other party is in breach of clauses 10 or 11.

The Client may terminate this Agreement for convenience on not less than 30 days' written notice provided that all Web Development Services have been completed and accepted.

The Service Provider may terminate this Agreement for convenience on not less than 90 days' written notice after the Initial Term.