Our commercial lawyers can assist you by:
- Drafting the right type of Service Agreement for your business needs.
- Reviewing agreements which have been provided to you.
- Advising you about the contractual obligations, which often extend beyond simply performing the service, including restraints on trade, obligations of confidence and privacy.
- Implementing appropriate payment terms and dispute resolution provisions where payments are not made.
- Ensuring the limits of liability are suitable in the circumstances.
- Ensuring your Service Agreement complies with the Australian Consumer Law.
Service Agreements are the main terms of trade for service-oriented businesses such as:
- Software developers, managed service providers and other IT professionals.
- Any entity working with intellectual property such as authors, photographers or graphic designers.
- Professionals including accountants, lawyers and engineers.
While Service Agreements are quite variable in their contents, some key terms which are regularly included relate to:
- Obligations of confidence, to pick up where your Confidentiality Agreement left off.
- The payment of fees, expenses and other outlays.
- Ownership or transfer of Intellectual Property rights.
- Limitations on liability (to the extent permittable under the Australian Consumer Law).
- Indemnities, including indemnities relating to employee entitlements. People often do not realise that Superannuation may have to be paid to certain types of contractors, even those with an ABN.
- Restraints and exclusivity clauses.
- Rights to subcontract.
- Dispute resolution clauses, which endeavour to provide a mechanism for parties to address disagreements, without resorting to the courts.
Consider the following:
- Service Agreements are a tool for communicating and negotiating the obligations and expectations of each party. By engaging a lawyer, you are asking a third party to understand your transaction and document it.
- Service Agreements help to reduce disputes and the risk of one party taking legal action against another. Referring back to the Service Agreement is an appeal to high authority. If you can point to the term or condition which the other party agreed to they are more likely to fulfil that obligation.
- A good contract portrays your business as professional and well established. You would not hand over a business card written in pen on a hand cut piece of A4 paper, so why would you hand over a flimsy Service Agreement.
- A good Service Agreement will comply with the Australian Consumer Law (ACL). Many DIY contract drafters make the mistake of taking clauses from US contracts which are often illegal in Australia. Regularly they PURPORT TO EXCLUDE ALL WARRANTIES AND GUARANTEES INCLUDING THE CONSUMER GUARANTEES CONTAINED IN THE ACL. Typing in capital letters does not allow you to avoid Australian law.