Statement of Work for Services Agreement (UK) by OLL

Statement of Work

Date: [effective date]

Parties

(1) [company name], a company incorporated in England and Wales with company number [customer company number] whose registered office is at [company registered office address] (“Customer”); and

(2) [supplier name], a company incorporated in [supplier jurisdiction] with company number [supplier company number] whose registered office is at [supplier registered office address] (“Supplier”).

Each a “Party” and together the “Parties”.

Interpretation

"Business Day" means a day other than a Saturday, Sunday or public holiday in England.

"Charges" means the fees payable under clause 6.

"Deliverables" means the outputs described in Schedule 1.

"Intellectual Property Rights" means patents, copyright, database rights, trade marks and all other intellectual property rights whether registered or unregistered.

"Services" means the services described in Schedule 1.

Services

The Supplier shall provide the Services with reasonable skill and care and in accordance with good industry practice.

The Services shall commence on [start date] and continue until completion of the Services unless terminated earlier in accordance with this Agreement.

The scope of the Services is limited to that expressly described in Schedule 1. Any additional services require written agreement and may incur additional Charges.

Deliverables and Acceptance

The Supplier shall deliver the Deliverables in accordance with the timetable set out in Schedule 1.

Within [services rejection notice period] Business Days of delivery, the Customer shall:

Confirm acceptance in writing; or

Provide written notice specifying material non-conformities.

If no rejection notice is served within that period, the Deliverables shall be deemed accepted.

The Supplier shall use reasonable endeavours to remedy material non-conformities promptly.

Customer Obligations

The Customer shall:

Provide all information and materials reasonably required;

Ensure information provided is complete and accurate;

Obtain necessary third-party consents;

Make timely decisions and approvals.

The Supplier shall not be liable for delay or failure caused by Customer breach of this clause.

Change Control

Either Party may request changes to the Services.

No change shall take effect unless agreed in writing and signed by authorised representatives of both Parties.

The Supplier may adjust the Charges and timetable as part of any agreed change.

Charges and Payment

The Charges are (tick the appropriate option):

☐ Fixed fee of £[fixed fee amount]

☐ Time and materials at the rates set out below:

All Charges are exclusive of VAT, which shall be payable at the applicable rate.

The Supplier shall invoice (tick the appropriate option):

☐ In advance

☐ Monthly in arrears

☐ On milestone completion

Payment is due within 30 days of the invoice date. If the Customer fails to pay any undisputed invoice within 30 days of receipt, the Supplier may suspend performance of the Services until payment is made, without liability for any resulting delay or loss.

Late payments shall accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Reasonable pre-approved expenses shall be reimbursed at cost.

Intellectual Property

Each Party retains ownership of its pre-existing Intellectual Property Rights.

Subject to payment in full of the Charges:

☐ The Supplier assigns to the Customer all Intellectual Property Rights in the Deliverables;

OR

☐ The Supplier grants the Customer a perpetual, non-exclusive, royalty-free licence to use the Deliverables for its internal business purposes.

(Select one option and delete the other.)

The Supplier retains ownership of its methodologies, know-how, tools, and generic materials used in providing the Services.

The Supplier warrants that, to the best of its knowledge, the Deliverables do not infringe the Intellectual Property Rights of any third party. The Supplier shall indemnify and hold harmless the Customer from all losses, damages, and costs awarded against, or agreed in settlement by, the Customer arising from any third-party claim that the Deliverables infringe such Intellectual Property Rights, provided that the Customer:

promptly notifies the Supplier in writing of the claim;

allows the Supplier to control the defence and settlement of the claim; and

provides reasonable assistance to the Supplier at the Supplier’s expense.

Confidentiality

Each Party shall keep confidential all confidential information disclosed by the other Party.

Confidential information shall not include information that:

Is publicly available (other than through breach);

Was lawfully known before disclosure;

Is required to be disclosed by law.

This clause survives termination for 3 years.

Data Protection

Each Party shall comply with applicable data protection law including:

The UK GDPR; and

The Data Protection Act 2018.

Where the Supplier processes personal data on behalf of the Customer, it shall:

Process only on documented instructions;

Implement appropriate technical and organisational measures;

Assist the Customer with data subject rights and security obligations.

(If significant personal data is involved, attach a separate Data Processing Schedule.)

Warranties

The Supplier warrants that:

It has the right to enter into this Agreement;

The Services will be performed with reasonable skill and care;

It shall maintain appropriate insurance cover, including professional indemnity and public liability insurance, in respect of its performance of the Services and provide evidence of such insurance on request.

Except as expressly stated, all other warranties are excluded to the fullest extent permitted by law.

Liability

Nothing in this Agreement limits liability for:

Death or personal injury caused by negligence;

Fraud or fraudulent misrepresentation;

Breach of clause 7 (Intellectual Property), clause 8 (Confidentiality), or clause 9 (Data Protection); or

Any liability which cannot lawfully be limited.

Subject to clause 11.1:

The Supplier’s total aggregate liability shall not exceed the total Charges paid or payable under this Agreement.

Neither Party shall be liable for indirect or consequential loss, including loss of profits, revenue, or anticipated savings.

Termination

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

Commits a material breach not remedied within 14 days of notice;

Becomes insolvent.

Either Party may terminate for convenience on [termination notice period] days’ written notice.

On termination:

The Customer shall pay for Services performed up to termination;

Clauses intended to survive termination shall remain in effect.

Force Majeure

Neither Party shall be liable for failure or delay caused by events beyond reasonable control.

Non-Solicitation

The Customer shall not, without the Supplier's prior written consent (not to be unreasonably withheld), directly solicit or employ Supplier personnel involved in the Services for 6 months following completion without paying a fee equal to [non-solicitation compensation amount] of annual remuneration.

General

Entire agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to its subject matter. Each Party acknowledges that it does not rely on any statement not expressly set out in this Agreement. Nothing limits liability for fraud.

Variation. No variation of this Agreement shall be effective unless in writing and signed by authorised representatives of both Parties.

Waiver. No failure or delay by a Party to exercise any right shall constitute a waiver of that right.

Severance. If any provision is found to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall continue in effect.

Assignment. Neither Party may assign or transfer its rights or obligations without the prior written consent of the other Party (not to be unreasonably withheld or delayed), except to an Affiliate or successor in connection with a corporate reorganisation or sale of business.

No partnership. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties. The Supplier shall perform the Services as an independent contractor and shall be solely responsible for all taxes, National Insurance contributions, and other statutory obligations.

Third Party Rights. A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Notices. Notices shall be in writing and delivered by hand, pre-paid post, or email to the contact details notified by the receiving Party. Notices shall be deemed received when delivered, or (if posted) two Business Days after posting.

Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original.

Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Schedule 1 – Services and Deliverables

Description of Services

[detailed description of services]

Deliverables

Milestones (if applicable)

Assumptions and Dependencies

[assumption/dependency 1]

[assumption/dependency 2]

Signature Page

Signed for and on behalf of:

[company name]

Signature: ____________________

Name:

Title:

Date:

[supplier name]

Signature: ____________________

Name:

Title:

Date: