Having a robust set of terms and conditions in place is a vitally important part of your risk mitigation strategy for your business; even more so if your business provides a range of different services. It is possible to create a framework with your customer which allows you to add on services as you grow the relationship together. If appropriate, each distinct service may have its own specific terms; this allows for tailored protection across all services and reduces the amount of irrelevant paperwork (digital or otherwise). For example, website development may be very different to marketing services. This article provides a brief guide to approaching terms and conditions as a multi-service provider.
Creating a framework for your services
A simple, yet effective way to approach your customer contracts is to create a set of framework terms that allow service specific terms to be “plugged in” to the framework. The framework itself forms the basis of the provider’s relationship with every customer.
The framework terms apply to all services, whereas the ‘service specific terms’ only include the terms that are unique to that service, and if you want them to, they can override the framework terms in the event of a conflict. Each customer must sign up to the framework terms as the first step, adding on service specific terms applicable to the services they are receiving.
Having service specific terms with standalone scopes can reduce risk to your business and ensure that yours and your customers obligations are clearly outlined in respect of the specific services being provided. If your terms are too general, you may end up unintentionally signing away rights or with ambiguous terms that are difficult or sometimes impossible to enforce. Being specific helps manage client expectations and can prevent misunderstandings.
Below are some of the key requirements for your multi-service terms and conditions. This list is non-exhaustive:
Pricing and Payment Terms
Clearly outline your payment terms – this is something that can live in your main “framework terms” and which can be altered by a service specific term depending on the service. For instance, you may have some services which are ad-hoc and some with are subscriptions; it is important to adequately and accurately deal with both.
Service level agreements
It is key to define the standards of your service for your clients. SLAs should cover response times, resolution times, and maintenance allowance. This may differ service to service, so is likely best placed in each service specific term. In addition, an SLA may not be applicable for each and every service.
Confidentiality and data protection
Include clauses that protect confidential information and ensure compliance with data protection laws. It is highly likely that these rules apply universally to the relationship with the customer and therefore are likely live in the main framework terms.
Liability and indemnity
Set the parameters of your liability and include indemnity clauses to protect your business. It may be that you provide blanket protection in the framework terms with more specific exclusions and examples in each service specific term.
Termination and cancellation
Outline the general conditions for terminating the agreement, including any notice period and consequences. Again, it may be that different services have different requirements and consequences, so it is important they are clearly detailed.
Amendments and updates
Detail how and when both framework and service specific terms can be amended. It is important to ensure that your customers are informed of any changes in advance and provide a mechanism for them to accept or reject the new terms.
When different sets of terms work together, it is important that they are complementary and not contradictory; if care is not taken when drafting your contracts, you could end up with conflicting terms, which can result in lengthy and expensive litigation. A legal professional with expertise in intellectual property and commercial law is best suited to prepare such documentation.
This article was co-written by Amy Ralston (Associate in our IP and Technology team) and Joey Medway (Solicitor Apprentice). If you are a business that offers numerous services to a range of customers, it is highly recommended that you incorporate a comprehensive set of multi-service terms. Our Intellectual Property and Commercial teams at Stephens Scown are well equipped to draft bespoke and robust multi-service terms for your business. If you would like to learn more, please email ip@stephens-scown.co.uk or call us on 0345 450 5558.