Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
COMPUTER SERVICES AGREEMENT
Governed by the law of England and Wales
Note: This template is for use between two businesses for the supply of computer or technology-related services: software development, IT support, hosting, integration, managed services, or similar. Complete every yellow field, choose one Option in each Option block and delete the others, and complete Schedule 1 once all choices are made. Schedule 3 only applies if the Contractor will handle personal data on the Client's behalf.
0. PARTIES
This Computer Services Agreement (the "Agreement") is made on [effective date] between:
(1) [full legal name of the client], a company incorporated in England and Wales with company number [company number of the client] whose registered office is at [registered office address of the client] (the "Client"); and
(2) [full legal name of the contractor], [contractor entity description (e.g. a company incorporated in england and wales with company number [number], or a sole trader trading as [trading name])] whose registered or principal address is at [registered or principal address of the contractor] (the "Contractor").
Each a "Party" and together the "Parties".
Note: If the Contractor is an individual or a personal service company, see Clause 10 (Independent Contractor and Tax). The way the engagement actually operates (who controls hours, location, methods, and substitution) affects tax status under the off-payroll working rules and the worker / employee tests, regardless of what this Agreement says.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
"Agreement" this document and its Schedules.
"Background IPR" Intellectual Property Rights owned or licensed by a Party that exist before the Effective Date or that are created independently of this Agreement.
"Business Day" any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Charges" the fees and other amounts payable by the Client to the Contractor as set out in Schedule 1 and Schedule 2.
"Confidential Information" any non-public information disclosed by one Party to the other (in any form) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
"Deliverables" the work product, software, code, designs, documentation, reports, and other materials created by the Contractor specifically for the Client in performing the Services, as identified in Schedule 2.
"Effective Date" the date stated at the top of this Agreement.
"Foreground IPR" Intellectual Property Rights created by the Contractor (alone or with others) in the Deliverables in performing the Services.
"Initial Term" the period set out in Schedule 1 starting on the Effective Date.
"Intellectual Property Rights" all patents, copyrights, database rights, trade marks, design rights, rights in confidential information and trade secrets, domain names, and all other intellectual property rights, registered or unregistered, anywhere in the world.
"Personal Data" has the meaning given to it in the United Kingdom General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 ("DPA 2018").
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a business-to-business contract for the provision of technology services and deliverables. It contains specific schedules for commercial terms, service specifications, and UK GDPR data processing terms. It is not a consumer contract and does not include hardware leasing provisions or employee-related benefits.
When should you use it?
Use this template when engaging an external provider for IT-related project work or ongoing support under the laws of England and Wales. Use a Software Licence Agreement instead if the primary purpose is the procurement of off-the-shelf software without significant custom services.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | SERVICES AND SCOPE CHANGES | Requires a written impact assessment within a specific number of Business Days before a Scope Change becomes binding via a signed order. |
| 3.4 | Late payment interest | Permits interest on overdue amounts at a specified percentage above the Bank of England Bank Rate or via statutory commercial debt rights. |
| 4 | INTELLECTUAL PROPERTY | Provides options for the Contractor to either retain Foreground IPR under licence or assign all right, title, and interest to the Client. |
| 4.5 | IPR indemnity | Obliges the Contractor to indemnify the Client against third-party infringement claims, sitting outside the standard liability cap. |
| 5 | CONFIDENTIALITY | Protects non-public information for a specified number of years post-termination, with indefinite protection for information constituting a trade secret. |
| 6.2 | Processing of Client Personal Data | Triggers the mandatory application of Schedule 3 if the Contractor acts as a processor under Article 28 UK GDPR. |
| 8 | LIMITATION OF LIABILITY | Excludes liability for loss of profit and limits aggregate liability to either twelve months of Charges or a fixed GBP amount. |
| 9.4 | Termination for convenience | Allows parties to exit the agreement early, potentially subject to an early termination fee if the Client exits during the Initial Term. |
| 9.6 | Exit and transition assistance | Requires the Contractor to provide assistance for up to a specified number of days post-termination to transfer services to a replacement supplier. |
| 10 | INDEPENDENT CONTRACTOR AND TAX | Confirms the Contractor is not an employee and addresses IR35 compliance, including the issuance of a Status Determination Statement. |
| 11 | INSURANCE | Obliges the Contractor to maintain professional indemnity, public liability, and cyber liability insurance for 12 months after the agreement ends. |
| 13.11 | Dispute resolution and jurisdiction | Mandates good-faith negotiation and mediation under the CEDR Model Mediation Procedure before either Party may bring court proceedings. |
Who it's for
- a UK company hiring a contractor for bespoke software development or IT system integration
- a technology supplier providing managed services or hosting to a corporate client
- a business needing to comply with UK GDPR Article 28 processor terms via a service provider
- an independent IT contractor operating through a personal service company needing IR35 clauses
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[initial term duration]
Notice to end it
[termination for convenience notice period]
Survives the end
DEFINITIONS AND INTERPRETATION, CHARGES AND PAYMENT, INTELLECTUAL PROPERTY, CONFIDENTIALITY, DATA PROTECTION, LIMITATION OF LIABILITY, Consequences of termination, Exit and transition assistance, Survival, INSURANCE, GENERAL PROVISIONS
Signed by
Authorised Signatory for the Client, Authorised Signatory for the Contractor
Witness
Not required
Notarisation
Not required
Also needed
Schedule 1 must be completed in full; Schedule 3 requires completion if processing personal data
Law it's drafted under
Governed by
United Kingdom General Data Protection Regulation
Governed by
Data Protection Act 2018
Refers to
Late Payment of Commercial Debts (Interest) Act 1998
Refers to
Insolvency Act 1986
Refers to
Contracts (Rights of Third Parties) Act 1999
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Categories
Jurisdiction
England & Wales
Document info
GitLaw document. Document created on Thu Jul 23rd, 2026. Last updated on Mon Sep 21st, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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