The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”)
This is an agreement between:
- [Supplier Name] of [Address] ("I/We/Us" in this Agreement); and
- [Client Name] of [Address] ("You" in this Agreement).
These are the terms and conditions referred to in your order ('Order') for Us to supply You with [Description of Services] ('Services').
They describe the terms on which We will supply the Services to You, and they explain our responsibility to You if We fail to meet these standards.
This introduction is designed to give You an overview of the terms and conditions, but it is not part of the terms and conditions themselves.
Note: These terms and conditions must be referred to in the Supplier's contract or order form and must be given to the Customer before the Contract/Order form is signed. If they are not, they will be ineffective.
- 3.1 The Order is your offer to buy the Services from Us on these Conditions, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
- 3.2 When We send You a written acceptance, You have a binding contract with Us, and these Conditions are part of it.
- 3.3 The contract is our entire agreement. No previous statements or representations that We have made to You form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
- 3.4 If We have given You a quotation for the Services, it is only valid for [NUMBER] days from its issue date. It is not an offer to supply the Services to You.
- 3.5 If either of Us needs to give the other a notice under the contract ('Notice'), the Notice must be given properly to be effective. Clause 11.4 explains how to give a proper Notice.
Also included in this document:
4. Our Services
5. Your Obligations
6. Our Charges
7. Intellectual Property
9. Financial Problems and Breach
10. Liability Limitations
12. Data Protection
Tip Sheet for Distribution Agreements
Term and Territory
How long is the Term for which distribution rights are being granted? Will you grant any extension at the end of the Term? Or a period to sell-off existing stock? What events enable you to trigger a termination? Breach? Failure to achieve performance targets?
For which countries are the distribution rights being granted? Can the Distributor add other countries as the Term progresses? Can you terminate if there are any guarantees of sales or marketing which the Distributor does not meet? If the Territory is less than worldwide, are you free to exploit your products and services in countries outside the Territory, without any restrictions?
Grant of Rights
Are the rights you are granting exclusive to this Distributor or non-exclusive? If they are exclusive, are they limited to a particular sales channel or type of outlet? What rights are you granting along with distribution? Manufacturing? Selling? Advertising and promotion? Can the Distributor sub-distribute to anybody else? Are all other rights, except those granted, explicitly kept by you?
Does the Distributor have to get approvals from you before any particular activities are carried out? If so, are there any time limits you must comply with? Must you be "reasonable" about granting approval? How is pricing set - can the Distributor negotiate discounts and rebates from your prices for end customers, or give away free goods, or does this need your approval?
Delivery and Recollection
What needs to be delivered by you? Software? Masters? Artwork? Manufactured product? When does it need to be delivered by and in what format? Who pays for all of these things? Does the Distributor have to pay all costs of picking, packing and onward shipment to end customers out of their own share? Are you responsible for repairing or replacing faulty goods? If so, how does the process of collecting and examining faulty product work?
Commission, Costs and Accounting
What payment is the Distributor entitled to for their distribution services? How is it calculated? Are there any additional charges such as for handling returns of product from end consumers, sending out promotional material, bad debts, insurance and shipping? How often must reportings and accountings be made, and in what format? In what currency must you be paid? How are withholding taxes dealt with - can the Distributor deduct them? Do you have audit rights? How often?
What promises do you have to give about your ownership of the product and your entitlement to grant all rights? Will you have to clear and pay for any rights or is the Distributor responsible for any of that?
Changing Contractual Partners
Can you assign the agreement to someone else if you need to? Can they, or does that need your approval? If the Distributor takes in investment, or sells the company so that there is a change of control, does it affect their rights? Can you terminate if that happens?
LawBite Legal Advice
LawBite professional advisors can help you straightaway with all of these issues and more. Just go to the the Legal Advice section and make your enquiry. We’ll get back to you within 24hrs with a meaningful response.
Hannah Ives is a highly experienced corporate and commercial lawyer who has worked in both private practice and in house. In private practice, she worked on public and private company transactions including company reorganisations, share and asset sales, refinancing, public company work/listings and private equity deals.
More recently, Hannah was Head of Legal at Nord Anglia Education, an International Schools business, where she was responsible for the group’s global legal activities. She worked on corporate matters for the group and also handled issues such as tenders, establishing schools in new jurisdictions, commercial contracts, licensing, IP, company secretarial matters and managed relationships with external law firms (a role which gave her valuable insight into a client’s objectives when purchasing legal services).
Hannah is qualified in England and Wales but has wide ranging experience of cross border transactions and has worked on legal matters in China, Russia, South Korea the UAE and various European jurisdictions. She has significant experience of preparing businesses for sale, including preparation for an IPO on the New York Stock Exchange.
Hannah has also established and successfully run two small businesses herself while taking a break from the law to have children, so has first-hand experience of some of the issues and the pressures facing new enterprises.
Throughout her career Hannah has enjoyed working with entrepreneurs, business owners and managers to help them minimise risks and optimise value by providing proactive, commercial and solutions orientated advice.
In her own words:
“I get immense satisfaction in supporting businesses of all types develop and grow by looking to foster close relationships with clients, which allows me to deliver tailored and appropriate advice”.
- LLB (Hons) degree from the University of Manchester (2:1)
- LPC – Manchester Metropolitan University (distinction)
- Preparing a private business (from a legal perspective) for listing on the New York Stock Exchange.
- Implementing a standard form legal review and advice process for business tenders to help provide appropriate cost effective legal support at tender stage.
- Negotiating and completing service agreements with government bodies in the UK and overseas.
- Negotiating and establishing joint ventures to operate new businesses both in the UK and overseas.
Hannah enjoys the great outdoors both with and without her family. She regularly goes walking and mountain biking in the Lake District and enjoys running to keep fit. She is currently training for her first triathlon!
Hannah has also trained as a counsellor and volunteers at Childline once a week to provide counselling sessions to children and young adults.
Step By Step Guide
Let’s walk you through how to go about drafting a Supply of Services agreement, something you need if you’re going to be providing services to a client or someone else is supplying services to you, and the client is a business, not an individual consumer.
This supply of services agreement is to be used if the supplier is supplying its services as a one-off, or has a team of people working on the services, or is supplying services to a number of clients at the same time. It can also be used in place of a consultancy agreement.
This agreement works whether you are the supplier of the services or the supplier is supplying services to you as the client. It is between the supplier and the client.
The agreement sets out the standard terms and conditions that will apply to the relationship between the supplier and the consultant. This means that the supplier can use it for any of its clients, even if it’s agreed different terms with them. You also need a separate order form or some other document that sets out the individual terms that you’ve agreed about the supply of services. This is the “Order” mentioned in the Overview section – but you can change this name to be the same as the description that you’ve given to the document where you describe individual terms. The “Order” should say somewhere on it that it is subject to the terms and conditions in the Supply of Services agreement.
This supply of services agreement should be given to the client before the final “Order” is signed. If it’s not, the agreement will be ineffective as it won’t apply to that “Order”.
- Once you know you have the right document, the first thing that you need to do is describe the services that are being supplied in general terms.
- Then there’s the legal bit about when there is actually a contract between the supplier and the client. To have a contract, you need an offer and an acceptance of the offer. The Supply of Services agreement makes clear that when the client says that they want the supplier to supply services to them, this is an offer. It is then up to the supplier whether to accept that offer.
- Then there are general points about the contract; namely that the contract constitutes the entire agreement between the parties, that’ll save confusion and if the supplier has provided some promotional material to the client, that doesn’t form part of the contract, unless you make clear that it is included.
- If the supplier has provided a quote, make clear how long that is valid for so the client can’t come back to the supplier after several months, or even years, and say that they want to place an order based on the old quote.
- If you’ve agreed dates or timings to supply the services, put these in the “Order” but make clear in this Supply of Services agreement that they are only estimates and can’t be guaranteed.
- Obligations on the client - outline what the client has to do in order to receive the services. Make sure you include everything that the client has to do.
- You need to explain what the client will be charged for and how that’s all worked out. Set out whether and when the supplier can increase its charges if the supply of services is likely to be ongoing for some time. When is the supplier going to invoice the client? And what happens if the client doesn’t pay? Set out the rate of interest that is payable if the client doesn’t pay on time. All this can save you some squabbling in the future.
- Then it’s intellectual property - intellectual property involves things like copyright and who owns the ideas that crop up during the supply of the services.
- Then agree to keep each other’s information confidential. It wouldn’t be fair otherwise.
- Next, outline what will happen in the event of the client (or the supplier) suffering financial problems, or if the supplier or the client breaches the contract.
- The next section sets out the supplier’s ‘Liability limitations’. This is the maximum amount that they will be liable for and what they are not going to be responsible for.
- The final part outlines some general rules about the information and each other’s rights.
- And this is where you get the option to try out fantastic e-signing feature at no extra charge and close the agreement in minutes.
Remember, if you come unstuck at any point, our LawBriefs are here to help. Visit our legal advice page to submit an online enquiry or call us on 020 7148 1066.
Best of luck in your SME journey.
When To Use this document:
This agreement is used where you or your business are supplying services to a business client. This can be used as an alternative to the consultancy agreement, either the Consultancy Agreement (for Limited Company Consultant) or the Consultancy Agreement (for Individual Consultant). Generally you would use this Supply of Services agreement where the services being supplied are a one-off or you have a number of clients and you are providing services to them all for a limited amount of time during the week or month. The agreement can be used either by the supplier or by the person who the services are being supplied to. See our Step by Step walkthrough for full guidance notes to help you complete this document on your own.