SERVICES AGREEMENT

This Agreement is made on [startDate] between:

(1) [providerName] of [providerAddress] (the "Provider"); and

(2) [customerName] of [customerAddress] (the "Customer").

1. Services

1.1. The Provider shall provide the following services (the "Services"):

[services]

1.2. The Provider shall deliver the following deliverables (the "Deliverables"):

[deliverables]

1.3. The Provider shall perform the Services with reasonable skill and care, in accordance with good industry practice, and using suitably qualified personnel.

2. Term

2.1. This Agreement begins on [startDate]. The term is: project.

3. Fees and Payment

3.1. The Customer shall pay the Provider [totalFee] plus VAT (where applicable), on the basis of fixed-fee.

3.2. The Provider shall issue invoices in accordance with the agreed schedule. Invoices are payable within 30 days of receipt by bank transfer to the account notified by the Provider.

3.3. Late payment. Interest on overdue sums accrues at 8% above the Bank of England base rate per annum under the Late Payment of Commercial Debts (Interest) Act 1998.

3.4. Disputed invoices. The Customer shall notify the Provider of any genuinely disputed invoice within 14 days of receipt; otherwise the invoice is deemed accepted.

4. Customer Obligations

4.1. The Customer shall:

(a) provide the Provider with all information, materials, and access reasonably required to perform the Services;

(b) make available appropriate stakeholders for review and decision-making;

(d) cooperate in good faith with the Provider.

4.2. Delays caused by the Customer's failure to fulfil clause 4.1 may extend timelines and attract additional fees on a time-and-materials basis.

5. Intellectual Property

5.1. Pre-existing materials. Each Party retains all IP rights in materials it owned or developed before this Agreement.

5.2. Deliverables. Subject to payment in full of all fees due, the Provider assigns to the Customer all IP rights in the Deliverables created specifically for the Customer under this Agreement.

5.3. Provider tools. The Provider retains rights in any general-purpose tools, frameworks, or libraries used to create the Deliverables and grants the Customer a non-exclusive, perpetual, royalty-free licence to use them as part of the Deliverables.

5.4. Portfolio. The Provider may reference the engagement and use Deliverables in its portfolio and marketing materials, subject to the Customer's reasonable confidentiality requirements.

6. Confidentiality

6.1. Each Party shall keep confidential the other's confidential information and use it only for the purposes of this Agreement. This obligation continues for 3 years after termination.

6.2. Confidential information does not include information that is or becomes public, was already known, is independently developed, or is required to be disclosed by law.

7. Data Protection

7.1. To the extent that the Provider processes personal data on behalf of the Customer, the Parties shall comply with the UK GDPR and the Data Protection Act 2018, and enter into a data processing agreement before such processing begins.

8. Warranties

8.1. The Provider warrants that:

(a) it has the right and authority to enter into this Agreement;

(b) the Services will be performed with reasonable skill and care; and

8.2. Exclusion. Except as expressly stated, all warranties, conditions, and terms implied by statute or common law are excluded to the maximum extent permitted by law.

9. Liability

9.1. Neither Party limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

9.2. Subject to clause 9.1, neither Party is liable for:

(a) loss of profits, revenue, business, or anticipated savings;

(b) loss or corruption of data;

(d) any indirect, special, or consequential losses.

9.3. Subject to clause 9.1, each Party's total aggregate liability under or in connection with this Agreement is capped at 1x of the fees paid or payable in the 12 months preceding the claim.

10. Termination

10.1. Either Party may terminate this Agreement by giving 30 days' written notice.

10.2. Either Party may terminate immediately by written notice if the other:

(a) commits a material breach not remedied within 14 days of written notice; or

(b) becomes insolvent, enters administration, or has a winding-up order made against it.

10.3. On termination, the Customer shall pay for Services properly performed up to the termination date, and each Party shall return or destroy the other's confidential information (subject to legal retention requirements).

11. Force Majeure

11.1. Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to mitigate. If force majeure continues for more than 60 days, either Party may terminate by written notice.

12. General

12.1. Entire agreement. This Agreement is the entire agreement between the Parties and supersedes prior discussions on its subject matter.

12.2. Variations. Any variation must be in writing and signed by both Parties.

12.3. Assignment. Neither Party may assign without the other's written consent (not to be unreasonably withheld), except to a group company or in connection with a sale of the business.

12.4. No partnership. Nothing creates a partnership, joint venture, or agency relationship.

12.5. Severance. If any provision is invalid, the remainder continues in force.

12.6. Notices. Notices must be in writing and sent to the addresses in this Agreement.

12.7. Third parties. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

13. Governing Law and Jurisdiction

13.1. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with it.

Signed for and on behalf of [providerName]:

Name: ____________________________

Position: __________________________

Signature: _________________________

Date: ____________________________

Signed for and on behalf of [customerName]: